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                                                                     Exhibit 4.2



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                             STOCKHOLDERS' AGREEMENT


                                  BY AND AMONG


                    GENERAL NUTRITION CENTERS HOLDING COMPANY


                                       AND


                                ITS STOCKHOLDERS











                          DATED AS OF DECEMBER 5, 2003




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                    GENERAL NUTRITION CENTERS HOLDING COMPANY


                             STOCKHOLDERS' AGREEMENT



                  THIS STOCKHOLDERS' AGREEMENT (this "Agreement") dated as of
December 5, 2003, by and among General Nutrition Centers Holding Company, a
Delaware corporation (the "Company"), GNC Investors, LLC, a Delaware limited
liability company ("GNC LLC"), Apollo Investment Fund V, L.P., a Delaware
limited partnership ("Apollo LP") and each of the other persons (as defined in
Section 1 and whose names are listed on the Schedule of Stockholders maintained
by the Secretary of the Company) other than GNC LLC and Apollo (the "Co-Investor
Stockholders"). Each of the parties to this Agreement (other than the Company)
and any other person who shall become a party to or agree to be bound by the
terms of this Agreement after the date hereof is sometimes hereinafter referred
to as a "Stockholder." All capitalized terms used but not otherwise defined
herein shall have the meaning ascribed thereto in Section 1 hereto.

                                R E C I T A L S:

         WHEREAS, prior to the execution of this Agreement, General Nutrition
Centers, Inc. (f/k/a Apollo GNC Holding, Inc.), a wholly-owned subsidiary of the
Company ("Centers") and others entered into a Purchase Agreement, dated as of
October 16, 2003, relating to the acquisition by Centers of the business of
General Nutrition Companies, Inc.

         WHEREAS, in connection with the closing under the Purchase Agreement,
the Company and the Management Co-Investors have executed and delivered stock
subscription agreements, each dated as of December 5, 2003 (the "Subscription
Agreements"), pursuant to which, among other things, the Company has agreed to
issue to the Management Co-Investors, and the Management Co-Investors have
agreed to acquire from and/or have been granted by the Company an aggregate of
823,333 shares of Common Stock (as defined below), each allocated as set forth
on Appendix A hereto;

         WHEREAS, in connection with the closing under the Purchase Agreement,
the Company and GNC LLC have entered into a Stock Subscription Agreement (the
"GNC LLC Subscription Agreement") pursuant to which the Company has agreed to
issue to GNC LLC, and GNC LLC has agreed to acquire from the Company, 28,743,333
shares of Common Stock and 100,000 shares of Preferred Stock, in the aggregate;
and

         WHEREAS, the Company and the Stockholders desire to enter into this
Agreement setting forth the rights and obligations with respect to all shares of
Common Stock and Preferred Stock owned and hereafter acquired by them.



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<PAGE>




         NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants, and conditions set forth in this
Agreement, the parties hereto, intending to be legally bound, hereby agree as
follows:

        1.       CERTAIN DEFINITIONS.  As used in this Agreement, the following
terms shall have the following respective meanings:

                  "Affiliate" of a person shall mean any person, controlling,
controlled by, or under common control with such person.

                  "Apollo" means Apollo LP and each of its Affiliates that own
shares of Common Stock or Preferred Stock, which Affiliates shall include GNC
LLC only (i) if Apollo Management V, L.P. or one of its Affiliates is the
manager of GNC LLC and (ii) prior to the occurrence of the events described in
Section 10.3 hereof.

                  "Apollo Minimum" means at least 2,100,000 shares of Common
Stock.

                  "Apollo Shares" means shares of Common Stock, directly or
beneficially owned by Apollo or any Permitted Transferee that is an Affiliate of
Apollo LP, whether owned on the date hereof or hereafter acquired.

                  "Apollo Transfer Minimum" means at least 4,200,000 shares of
Common Stock.

                  "Certificate of Designation" shall mean the Certificate of
Designation, Preferences and Relative, Participation, Optional and Other Special
Rights of Preferred Stock and Qualifications, Limitations and Restrictions
thereof of the Company's 12% Series A Cumulative Senior Redeemable Exchangeable
Preferred Stock.

                  "Co-Investor Stockholders" shall mean the Management
Co-Investors and the Institutional Co-Investors.

                  "Commission" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.

                  "Common Stock" shall mean the shares of Common Stock, par
value $.01 per share, of the Company.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

                  "Governmental Authority" shall mean any government, court,
administrative agency or commission or other governmental agency, authority or
instrumentality, domestic or foreign, of competent jurisdiction.

                  "Institutional Co-Investor" shall mean the Members (as such
term is defined therein) of GNC LLC, other than Apollo LP and its Affiliates.




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                  "LLC Agreement" means the Limited Liability Company Agreement
of GNC LLC, as such may be amended, modified or supplemented and in effect from
time to time.

                  "Management Co-Investor" shall mean the persons named in
Appendix A, including any person that is added to Appendix A after the date
hereof pursuant to the terms of this Agreement in all cases (other than Apollo,
any Affiliate of Apollo, any holder of Apollo Shares and any Institutional
Co-Investor).

                  "New Securities" shall have the meaning set forth in
Section 3.

                  "New Securities Notice" shall have the meaning set forth in
Section 3.

                  "Non-Apollo Members" shall mean the members of GNC LLC that
are not Apollo LP or an affiliate of Apollo LP. For the avoidance of doubt, any
limited partner of Apollo LP that is a member of GNC LLC shall not constitute
"an affiliate of Apollo LP" for purposes of this definition.

                  "Notice of Election" shall have the meaning set forth in
Section 3.

                  "Permitted Transfer" shall have the meaning set forth in
Section 4.4.

                  "Permitted Transferee" shall mean any stockholders, partners
or members of any Apollo entity and any Affiliate of any Apollo entity.

                  "person" shall mean any individual, firm, corporation,
partnership, limited liability company, trust, joint venture, Governmental
Authority or other entity, and shall include any successor (by merger or
otherwise) of such entity.

                  "Preemptive Rights Offer" shall have the meaning set forth in
Section 3.

                  "Preemptive Rights Offeree" shall have the meaning set forth
in Section 3.

                  "Preferred Stock" shall mean the Company's Series A preferred
stock that is issued and sold on or about the date of this Agreement, as such
may be amended, modified or supplemented from time to time.

                  "Qualified IPO" shall mean a sale by the Company of shares of
Common Stock in an underwritten (firm commitment) public offering registered
under the Securities Act, with gross proceeds to the Company of not less than
$100 million, resulting in the listing of the Common Stock on a nationally
recognized stock exchange, including, without limitation, the Nasdaq National
Market System.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.



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                  "Stockholders" shall mean each person, other than the Company,
who has executed this Agreement and each person who is required to become a
party to this Agreement in the future in accordance with the terms hereof.

                  "Transfer" means a sale, assignment, encumbrance, gift,
pledge, hypothecation or other disposition of Common Stock or any interest
therein.

        2.    VOTING. For so long as Apollo owns the Apollo Minimum, each
Stockholder hereby irrevocably appoints Apollo LP (with full power of
substitution), upon the execution and delivery of this Agreement, as such
Stockholder's proxy and attorney-in-fact (in such capacity, a "Proxy Holder") to
vote and give or withhold consent, with respect to all shares of Common Stock
and Preferred Stock (as applicable) held by such Stockholder at any time, for
all matters subject to the vote of such Stockholder from time to time in such
manner as such Proxy Holder shall determine in its sole and absolute discretion,
whether at any meeting (whether annual or special and whether or not an
adjourned meeting) of the Company or by written consent or otherwise, giving and
granting to the Proxy Holder all powers such Stockholder would possess if
personally present and hereby ratifying and confirming all that said Proxy
Holder shall lawfully do or cause to be done by virtue hereof. The Proxy Holder
shall not have any liability to any Stockholder as a result of any action taken
or failure to take action pursuant to the foregoing proxy except for any action
or failure to take action not taken or omitted in good faith or which involves
intentional misconduct or a knowing violation of applicable law. Each
Stockholder represents that any proxies given by such Stockholder prior to
becoming a party to this Agreement are not irrevocable; any such proxies are
hereby revoked. Each Stockholder hereby affirms that this irrevocable proxy is
given in consideration for the mutual agreements contained in this Agreement and
that this irrevocable proxy is coupled with an interest and may, under no
circumstances, be revoked. The Company hereby acknowledges receipt of and the
validity of the foregoing irrevocable proxy, and agrees to recognize the Proxy
Holder as the sole attorney and proxy for each such Stockholder at all times
prior to the termination date of such irrevocable proxy as hereinafter provided
in this Section 2. Each such Stockholder intends that this irrevocable proxy is
executed and intended to be irrevocable in accordance with the provisions of
Section 212 of the Delaware General Corporation Law. The proxy provided by this
Section 2 shall terminate and be deemed revoked on the date that Apollo no
longer owns the Apollo Minimum or, if earlier, as to any shares owned by a
Co-Investor Stockholder that are (a) Transferred without restriction pursuant to
Rule 144 promulgated under the Securities Act, (b) are sold pursuant to a
registration statement filed with the Commission or (c) are Transferred in
accordance with Section 5 or 6 hereof.

        3.    PREEMPTIVE RIGHTS. In the event that the Company proposes to issue
or sell any New Securities (as defined below) to Apollo LP or any of its
Affiliates (other than GNC LLC), it shall, no later than ten (10) days prior to
the consummation of such transaction, give notice in writing (the "New
Securities Notice") to each Institutional Co-Investor (each, a "Preemptive
Rights Offeree") of such proposed issuance of New Securities. The New Securities
Notice shall describe the proposed issuance of New Securities (including the
amount and price of such New Securities), identify the proposed



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purchaser(s), and contain an offer (the "Preemptive Rights Offer") to sell to
each Preemptive Rights Offeree, at the same price and for the same consideration
to be paid by the proposed purchaser(s), all or part of such Preemptive Rights
Offeree's pro rata portion of the New Securities. Following receipt of such
notice, each Preemptive Rights Offeree shall have ten (10) days during which it
may elect to purchase a pro rata portion of the New Securities determined by
dividing the number of shares of Common Stock held by such Preemptive Rights
Offeree by the aggregate number of shares of Common Stock of the Company
outstanding immediately prior to the proposed issuance of New Securities,
calculated on a fully diluted, as converted basis. Such election shall be made
by delivering written notice to the Company of such election (the "Notice of
Election") specifying the number of shares of Common Stock that it elects to
purchase in an amount up to, but not exceeding, its pro rata portion. A
Preemptive Rights Offeree who fails to give such Notice of Election shall have
no further pre-emptive rights to which the New Securities Notice is related. If
the Company does not effectuate such sale described in the New Securities Notice
within ninety (90) days after the expiration of such ten (10) day period, it
shall be required to again comply with this Section 3 prior to effectuating any
such sale. For purposes of this Section 3, "New Securities" shall mean any
shares of capital stock of the Company and all securities that are convertible
into capital stock; provided, however, that New Securities shall not include
shares of capital stock or convertible securities: (i) issued upon the exercise
of any convertible securities; (ii) issued in connection with payment-in-kind
interest; (iii) issued in connection with dividends payable in kind, if and when
declared; (iv) issued in connection with a stock split or recapitalization; (v)
granted or issued pursuant to the exercise of options or other stock-based
incentive awards granted to consultants, advisors, employees, officers or
directors pursuant to plans approved by the Board of Directors; (vi) issued
pursuant to a merger, consolidation, strategic alliance, acquisition or similar
business combination; (vii) issued pursuant to a registration statement filed
under the Securities Act; or (viii) issued in connection with borrowing or the
issuance of debt securities.

        4.       TRANSFERABILITY.

                 4.1      Restrictions on Transferability.

                         (a)   No Co-Investor Stockholder shall, directly or
indirectly, Transfer any shares of Common Stock or Preferred Stock owned by such
Co-Investor Stockholder, or any interest therein, unless such transfer or
disposition is made upon compliance with the provisions of the Securities Act
and in accordance with the applicable provisions of Sections 4, 5 and 6 hereof;
provided, however, that following the consummation of an initial public offering
that is not a Qualified IPO, unless and until Apollo waives proviso (ii) of
Section 6(c) hereof, each of the Co-Investor Stockholders shall be permitted to
make, subject to Section 4.1(c) below, Transfers of Common Stock permitted
pursuant to Rule 144 promulgated under the Securities Act. Any attempted
Transfer by a Co-Investor Stockholder other than in accordance with the terms
hereof is void ab initio and transfers no right, title or interest in or to such
shares to the purported transferee, buyer, donee, assignee or encumbrance
holder. The restrictions set forth in this Section 4.1(a) shall terminate as
such restrictions relate to the Common Stock after the consummation of a
Qualified IPO.


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<PAGE>
                         (b)   Each of the Co-Investor Stockholders agrees that
it will not, directly or indirectly, Transfer any shares of Common Stock or
Preferred Stock without Apollo's prior written consent (except for Transfers
permitted under Section 4.4) which consent shall be in Apollo's sole and
absolute discretion. The restrictions set forth in this Section 4.1(b) shall
terminate as such restrictions relate to the Common Stock after the consummation
of a Qualified IPO.

                         (c)   Notwithstanding anything to the contrary in this
Agreement, and provided that Apollo owns the Apollo Transfer Minimum, no
Management Co-Investor shall Transfer, directly or indirectly, in any 12-month
period following the consummation of a Qualified IPO (or if Transfers under Rule
144 are permitted pursuant to the proviso of Section 4.1(a) hereof, following an
initial public offering that is not a Qualified IPO), a number of shares of
Common Stock that exceeds the number of Shares of Common Stock next to such
Management Co-Investor's name on Schedule 4.1(c) (as such schedule is maintained
by the Secretary of the Company) multiplied by the applicable percentage in the
table below, without Apollo's prior written consent, which consent shall be in
Apollo's sole and absolute discretion:

12-Month Period After Consummation of Qualified IPO           Percentage
---------------------------------------------------           ----------
          First 12 months                                         25%
          Second 12 months                                        35%
          Third 12 months                                         40%

                  In the event that a Management Co-Investor does not sell the
percentage specified above during the relevant year, any portion of such
percentage that is not transferred in such relevant year shall roll forward to
subsequent years.

        4.2    Restrictive Legend. Each certificate representing any portion of
the Common Stock or Preferred Stock that is held by a party hereto shall be
stamped or otherwise imprinted with a legend in the following form (in addition
to any legend required under applicable state securities laws):

         "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE
         STATE SECURITIES LAWS, AND MAY BE OFFERED, PLEDGED, SOLD, ASSIGNED,
         TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IF REGISTERED PURSUANT TO THE
         PROVISIONS OF THE ACT AND SUCH LAWS, OR IN COMPLIANCE WITH AN
         APPLICABLE EXEMPTION FROM REGISTRATION.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A
         STOCKHOLDERS' AGREEMENT, DATED AS OF DECEMBER 5, 2003, AS IT MAY BE
         AMENDED FROM TIME TO TIME (THE "AGREEMENT"), WHICH CONTAINS PROVISIONS
         REGARDING (I) CERTAIN RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES,
         (II) CERTAIN TAG-ALONG RIGHTS AND



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         DRAG-ALONG RIGHTS APPLICABLE TO SUCH SECURITIES, (III) CERTAIN
         RESTRICTIONS ON VOTING AND THE GRANT OF AN IRREVOCABLE PROXY AND (IV)
         CERTAIN OTHER MATTERS. A COPY OF SUCH AGREEMENT IS AVAILABLE FOR
         INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY. ANY TRANSFER OF THE
         SECURITIES EVIDENCED BY THIS CERTIFICATE OR ANY INTEREST THEREIN IN
         VIOLATION OF THE AGREEMENT IS NULL AND VOID."

            4.3   Notice of Proposed Transfers; Securities Law Compliance. Prior
to any proposed Transfer of any shares of Common Stock or Preferred Stock by a
Co-Investor Stockholder that has been approved or permitted pursuant to Sections
4.1(a), 4.1(b) or 4.1(c), as applicable, unless there is in effect a
registration statement under the Securities Act covering the proposed Transfer,
the Co-Investor Stockholder intending to Transfer such Common Stock or Preferred
Stock (the "Transferor Stockholder") shall give written notice to the Company of
such Transferor Stockholder's intention to effect such Transfer. Each such
notice shall describe the manner and circumstances of the proposed Transfer in
sufficient detail, and shall be accompanied, unless Apollo or the Board of
Directors of the Company otherwise approves, by either (i) a written opinion of
legal counsel (which may be internal counsel), who shall be reasonably
satisfactory to the Company, addressed to the Company, and reasonably
satisfactory in form and substance to the Company's counsel, to the effect that
the proposed Transfer may be effected without registration under the Securities
Act, (ii) a "no action" letter from the staff of the Commission to the effect
that the Transfer of such Common Stock or Preferred Stock without registration
will not result in a recommendation by the staff of the Commission that action
be taken with respect thereto, or (iii) such other showing that may be
reasonably satisfactory to legal counsel to the Company, whereupon the holder of
such Common Stock or Preferred Stock shall be entitled to Transfer such Common
Stock or Preferred Stock in accordance with the terms of the notice delivered by
the holder to the Company. Notwithstanding the foregoing, any proposed Transfer
shall be null and void unless the proposed transferee becomes a party to this
Agreement (as either a Management Co-Investor or Institutional Co-Investor, in
the same capacity as the transferor) by executing a signature page hereto and
agrees to become legally bound hereby.

            4.4   Permitted Transfers. Subject to compliance with the applicable
provisions of the Securities Act and Section 4.3 of this Agreement, the
following Transfers may be made by Co-Investor Stockholders without complying
with Sections 4.1(a), 4.1(b) or 4.1(c), as applicable, subject to the transferee
executing a signature page hereof and thereby becoming a party hereto (as either
a Management Co-Investor or Institutional Co-Investor, in the same capacity as
the transferor) and agreeing to become legally bound hereby: (i) Transfers upon
death or incompetence of an individual Co-Investor Stockholder or to such
Co-Investor Stockholder's heirs, executors, administrators, testamentary
trustees, legatees or beneficiaries; (ii) Transfers by a Co-Investor Stockholder
to the Company; (iii) Transfers contemplated by, and in conformity with,
Sections 5 and 6 hereof; (iv) Transfers by a Co-Investor Stockholder by gift to
his or her spouse or to the siblings, lineal descendants (including adopted
children), or



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ancestors of such individual or his or her spouse or to a trustee of any trust
of which such person or persons or such Co-Investor Stockholder is or are
beneficiaries or any partnership or corporation wholly owned by such persons,
if, in each case, the Transferor retains voting rights with respect to the
portion of the shares of Common Stock or Preferred Stock, as applicable, being
transferred or, if the Transferor does not retain voting rights, such Transfer
is made with the prior written consent of Apollo, in its sole and absolute
discretion; or (v) Transfers by an Institutional Co-Investor that is a
partnership to its partners on a pro rata basis in accordance with the terms of
the partnership agreement upon the dissolution of such partnership ((i), (ii),
(iii), (iv) and (v) individually referred to herein as a "Permitted Transfer"
and, collectively, as "Permitted Transfers").

        5.       DRAG-ALONG RIGHTS.

                    (a)   The Rights. So long as Apollo owns the Apollo Minimum,
if (i) Apollo proposes a transaction involving the Transfer of Common Stock
representing at least a majority of the outstanding Common Stock of the Company
or a transaction involving the Transfer of a majority of the assets of the
Company (whether through a stock sale, a merger, a recapitalization, a
consolidation transaction, a transaction involving the transfer of the majority
of the assets of the Company or otherwise), or (ii) Apollo proposes to Transfer
any or all of its Preferred Stock, in each case, to any person (a "Prospective
Purchaser"), other than a transfer (A) to a Permitted Transferee, or (B) to the
public by means of a public offering, then Apollo shall have the right (the
"Drag-Along Right") to compel the remaining Stockholders (the "Drag-Along
Stockholders") to sell (x) their shares of Common Stock, in the case of (i)
above, or (y) their shares of Preferred Stock, in the case of (ii) above, in
each case, to the Prospective Purchaser for a consideration per share and on
terms and conditions no less favorable to the Drag-Along Stockholders than those
Apollo is able to obtain (and in the case of a transfer of such shares or a
transfer of assets of the Company, or other transaction requiring the vote of
the Drag-Along Stockholders, this Drag-Along Right would entail the ability to
require the Drag-Along Stockholders to vote their shares in favor of the
transaction and to tender their shares for the transaction consideration) for
its Common Stock or Preferred Stock, as applicable; provided, however, that any
such transfer by a Drag-Along Stockholder does not violate applicable law. The
number of shares subject to the Drag-Along Right shall be, as to each Drag-Along
Stockholder, (x) a number of shares of Common Stock or Preferred Stock, as the
case may be, that represents the same percentage of all shares of Common Stock
or Preferred Stock owned by that Drag-Along Stockholder as the number of shares
of Common Stock or Preferred Stock proposed to be transferred by Apollo
represents as a percentage of all shares of Common Stock or Preferred Stock, as
applicable, owned by Apollo (the "Pro Rata Portion") or (y) in the case of a
Transfer of 80% or more of the outstanding Common Stock, such greater amount as
designated by Apollo, in its sole and absolute discretion. Apollo shall exercise
the Drag-Along Right by giving written notice (the "Drag-Along Notice"), not
less than 15 days prior to consummation of the transfer to the Prospective
Purchaser, to the Company and the Drag-Along Stockholders stating: (i) that they
propose to effect such a transaction; (ii) the name and address of the
Prospective Purchaser; (iii) the proposed purchase price per share of Common
Stock or Preferred



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Stock or for such assets; (iv) the Pro Rata Portion or, in the case of a
Transfer of 80% or more of the outstanding Common Stock, such greater amount as
designated by Apollo; (v) that all the Drag-Along Stockholders shall be
obligated to sell their shares upon terms and conditions (subject to applicable
law) no less favorable to the Drag-Along Stockholders than those Apollo is able
to obtain for its shares, including entering into agreements with other persons
on terms substantially identical to or more favorable to the Drag-Along
Stockholders than those applicable to Apollo and obtaining any required
consents; and (vi) in the case of a transfer, whether through a stock sale, a
merger, a recapitalization, a consolidation transaction, a transaction involving
the transfer of the majority of the assets of the Company or otherwise, of such
shares or of such assets in a transaction requiring the vote of or tenders by
the Drag-Along Stockholders, that all the Drag-Along Stockholders shall be
obligated to vote in favor of such transaction and tender their shares for the
transaction consideration. Each Drag-Along Stockholder affirms that its
agreement to vote for the approval of the transaction with respect to the
transfer of shares or assets to the Prospective Purchaser under this Section 5
is given as a condition of this Agreement and as such is coupled with an
interest and is irrevocable. This voting agreement shall remain in full force
and effect throughout the time that this Section 5 is in effect. It is
understood that this voting agreement relates solely to the transaction with a
Prospective Purchaser as described in this Section 5 and does not constitute the
agreement to vote or consent as to any other matters.

                    (b)   Procedure. Not later than 15 days following the date
of receipt of the Drag-Along Notice, each of the Drag-Along Stockholders shall
deliver to Apollo certificates representing the shares held by such Drag-Along
Stockholder to be transferred, accompanied by duly executed stock powers. If any
Drag-Along Stockholder fails to deliver such certificates to Apollo, the Company
shall cause the books and records of the Company to show that the shares
represented by such certificates of such Drag-Along Stockholder are bound by the
provisions of this Section 5 and are transferable only to the Prospective
Purchaser or an Affiliate of such Prospective Purchaser upon surrender for
transfer by the holder thereof.

        6.       TAG-ALONG RIGHTS.

                    (a)   The Rights. If (i) Apollo (the "Transferring
Stockholder") proposes, in a single transaction or a series of related
transactions, to Transfer any or all of the Apollo Shares, or (ii) Apollo
proposes to Transfer any or all of its Preferred Stock, in each case, to a
Prospective Purchaser, other than to a Permitted Transferee (a "Tag-Along
Sale"), and the Drag-Along Right, if any, has not been exercised with respect to
such Tag-Along Sale, then, prior to proceeding with such Tag-Along Sale, the
Transferring Stockholder shall promptly deliver to each remaining Stockholder
and the Company a written notice (the "Tag-Along Notice") stating that the
Transferring Stockholder desires to enter into the Tag-Along Sale and setting
forth the purchase price per share of Common Stock or Preferred Stock, as
applicable, the number of shares desired to be sold by the Transferring
Stockholder and the total number of shares of Common Stock or Preferred Stock,
as applicable, then owned by the Transferring Stockholder and other material
terms of the Tag-Along Sale, including whether the Prospective Purchaser will
purchase all shares proffered. Each of the remaining


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Stockholders shall have the right (the "Tag-Along Right") to participate in any
such sale of shares of Common Stock, in the case of (i) above, or Preferred
Stock, in the case of (ii) above, by the Transferring Stockholder in accordance
with the procedures set forth in Section 6(b) below; provided, that such
participation shall be on terms and conditions no less favorable to such
remaining Stockholders than those on which the Transferring Stockholder proposes
to transfer its shares.

                    (b)   Procedure. Within 15 days after receipt of the
Tag-Along Notice (the "Tag-Along Option Period"), the remaining Stockholders may
elect to exercise their Tag-Along Right and participate in the Tag-Along Sale.
Any remaining Stockholder electing to participate in the Tag-Along Sale (a
"Tag-Along Stockholder") shall give written notice thereof (the "Election
Notice") to the Transferring Stockholder and the Company within the Tag-Along
Option Period. If the Prospective Purchaser will purchase all shares proffered,
then the Election Notice shall specify the number of shares that such Tag-Along
Stockholder desires to sell to the Prospective Purchaser, which amount may be up
to (or less than) the total number of shares owned by such Tag-Along
Stockholder. If the Prospective Purchaser will not purchase all shares
proffered, then the Election Notice shall specify the number of shares that such
Tag-Along Stockholder desires to sell to the Prospective Purchaser, which amount
may be up to (or less than) the total number of shares to be purchased by the
Prospective Purchaser multiplied by a fraction, the numerator of which is the
total number of shares being sold by the Transferring Stockholder and the
denominator of which is the total number of shares owned by the Transferring
Stockholder. If, at the end of the 15-day notice period, any remaining
Stockholders do not exercise their Tag-Along Right in full (or at all), then the
Transferring Stockholder shall give notice to the Tag-Along Stockholders who
fully exercised their Tag-Along Rights of the number of such unexercised shares
(the "Reallotment Shares"), and these Tag-Along Stockholders shall have 3
business days to notify the Transferring Stockholder of their election to sell
all or a portion of the Reallotment Shares (and indicating the number of such
shares desired to be sold). If the purchase of such unexercised shares is
oversubscribed, the shares will be allocated to electing Stockholders on a pro
rata basis in accordance with their relative ownership of Common Stock or
Preferred Stock, as applicable. Each Tag-Along Stockholder shall deliver to the
Transferring Stockholder, at the same time as and enclosed with its Election
Notice, certificates representing such Tag-Along Stockholder's shares that are
specified in the Election Notice to be transferred, accompanied by duly executed
stock powers (the "Tag-Along Certificates"). The failure of any remaining
Stockholder to submit an Election Notice or deliver its Tag-Along Certificates
within the Tag-Along Option Period shall constitute an election by such
remaining Stockholder not to participate in such Tag-Along Sale, provided,
however, that such Tag-Along Sale is consummated within 120 days of the
expiration of the Tag-Along Option Period. By delivering an Election Notice and
its Tag-Along Certificates to the Transferring Stockholder within the Tag-Along
Option Period, a Tag-Along Stockholder shall have the right and obligation to
sell to the Prospective Purchaser that number of shares specified in the
Election Notice; provided, however, that, to the extent the Prospective
Purchaser is unwilling or unable to purchase all of the shares proposed to be
sold by the Transferring Stockholder and the Tag-Along Stockholders, the number
of shares to be sold by the Transferring Stockholder shall be ratably reduced so
that each Tag-Along Stockholder may sell its proportionate share of


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<PAGE>


Common Stock or Preferred Stock, as applicable, calculated as provided above,
and the number of shares to be sold by the Transferring Stockholder and each of
the Tag-Along Stockholders equals the number of shares that the Prospective
Purchaser is willing or able to purchase.

                    (c) The provisions of this Section 6 shall not pertain or
apply to (i) any Transfer by Apollo to a Permitted Transferee, (ii) any Transfer
pursuant to Rule 144 promulgated under the Securities Act or (iii) any Transfer
pursuant to a registration statement filed with the Commission.

        7.       BOARD OF DIRECTORS.

                 7.1   Apollo Nominees. So long as Apollo owns the Apollo
Minimum and subject to the terms of the Certificate of Designation, Apollo LP
shall have the right to nominate, on Apollo's behalf, all of the members of the
Company's Board of Directors (the "Apollo Nominees").

                 7.2   Election of Apollo Nominees. The Stockholders shall vote
all of the shares of Common Stock owned or held of record by them at all regular
and special meetings of the stockholders of the Company called or held for the
purpose of filling positions on the Board and in each written consent executed
in lieu of such a meeting of stockholders, and each party hereto shall take all
actions otherwise necessary to ensure (to the extent within the parties'
collective control) the election to the Board of the Apollo Nominees.

                 7.3   Vacancies.

                       (a)   Each Apollo Nominee will hold his or her office as
a director of the Company for such term as is provided in the Certificate of
Incorporation and Bylaws of the Company (the "Charter Documents") or until his
or her death, resignation or removal from the Board or until his or her
successor has been duly elected and qualified in accordance with the provisions
of this Agreement, the Charter Documents and applicable law. If any Apollo
Nominee ceases to serve as a director of the Company for any reason during his
or her term (a "Terminating Nominee"), a nominee for the vacancy resulting
therefrom will be designated by Apollo LP.

                       (b)   If Apollo LP fails at any time to nominate the
maximum number of persons for election to the Board that Apollo LP is entitled
to nominate pursuant to this Agreement, each directorship in respect of which
Apollo LP so failed to make a nomination will remain vacant unless such vacancy
results in there being fewer than the minimum number of directors required by
law or the Charter Documents, in which case such vacancy or vacancies will be
filled by a person or persons selected by a majority of the directors of the
Company then in office.

                 7.4   Removal of Apollo Nominees.

                       (a)   The Stockholders shall use their respective best
efforts to call, or cause the appropriate officers and directors of the Company
to call, a special


                                       11
<PAGE>


meeting of stockholders of the Company and to vote all of the shares of Common
Stock owned or held of record by them for, or to take all actions by written
consent in lieu of any such meeting necessary to cause, the removal (with or
without cause) of any director, if Apollo LP requests such director's removal in
writing for any reason. Apollo LP shall have the right to designate a new
nominee in the event any director shall be so removed under this Section 7.4(a)
or shall vacate his directorship for any other reason.

                       (b)   Subject to the foregoing, no Stockholder shall vote
or cause to be voted any securities that such Stockholder has the power to vote
(or in respect of which such Stockholder has the power to direct the vote) for
the removal of any Apollo Nominee nominated by Apollo LP without the prior
written consent of Apollo LP.

        8.       REGISTRATION RIGHTS.

                 8.1   Company Registration.

                       (a)   Following a Qualified IPO, but not in connection
with any initial public offering, if the Company shall determine to register its
Common Stock either for its own account or for the account of another
Stockholder, other than a registration relating solely to employee benefit plans
or a registration relating solely to a Rule 145 transaction or a registration on
any registration form which does not permit secondary sales or does not include
substantially the same information as would be required to be included in a
registration statement covering the sale of Common Stock, the Company will:

                 (i)   promptly give to each Stockholder written notice thereof;
                       and

                 (ii)  subject to Section 4.1(c) above, include in such
                       registration, and in any underwriting involved therein,
                       all of the Common Stock specified in a written request or
                       requests made by any Stockholder within ten (10) days
                       after receipt of the written notice from the Company
                       described in clause (i) above, except as set forth in
                       Section 8.2 below. Such written request may specify all
                       or a part of a Stockholder's Common Stock.

                 8.2   Underwriting. If the registration of which the Company
gives notice is for a registered public offering involving an underwriting, the
Company shall so advise the Stockholders as a part of the written notice given
pursuant to Section 8(a)(i). In such event the right of any Stockholder to
registration pursuant to Section 8 shall be conditioned upon such Stockholder's
participation in such underwriting and the inclusion of such Stockholder's
Common Stock in the underwriting to the extent provided herein. All Stockholders
proposing to distribute their securities through such underwriting shall
(together with the Company and any other stockholders distributing their
securities through such underwriting) enter into an underwriting agreement in
customary form with the underwriter selected for underwriting by the Company.
Notwithstanding any other provision of this Section 8, if the underwriter
determines that marketing factors require a limitation on the number of shares
to be underwritten, the underwriter may (subject to the


                                       12
<PAGE>

allocation priority set forth below) exclude from such registration and
underwriting some or all of the Stockholder's Common Stock which would otherwise
be underwritten pursuant hereto. The Company shall so advise all holders of
securities requesting registration, and the number of shares of securities that
are entitled to be included in the following priority: first, among shares of
Common Stock owned by Apollo (if any) and the Co-Investor Stockholders (and pro
rata, if necessary, and subject to Section 4.1(c) hereof, among such
Stockholders on the basis of all Common Stock then held by such holders),
second, among shareholders with registration rights exercising a "demand
registration," and third, among any other stockholders in proportion, as nearly
as practicable, to the amounts of securities which they had requested to be
included in such registration at the time of filing the registration statement;
provided, however, that if the underwriter determines that marketing factors
require the exclusion of particular Stockholder(s) from participating in such
offering (i.e., the exclusion of members of management), the Company shall so
advise such Stockholder(s) and such Stockholder's Common Stock shall be excluded
from such registration. If any Stockholder disapproves of the terms of any such
underwriting, he may elect to withdraw therefrom by written notice to the
Company and the underwriter. Any Common Stock or other securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration.

                 8.3   Expenses of Registration. All expenses incurred in
connection with any registration, qualification or compliance pursuant to this
Section 8 (collectively, "Registration Expenses") shall be borne by the Company,
and all underwriting discounts and selling commissions applicable to the sale of
Common Stock and the fees and expenses of counsel for the selling Stockholders
shall be borne by the Stockholders so registered pro rata on the basis of the
number of their shares so registered.

                 8.4   Indemnification.

                       (a)   The Company will indemnify and hold harmless each
Stockholder, each of its officers, directors, partners and members and each
person controlling such Stockholder, if Common Stock held by such Stockholder
are included in the securities with respect to which registration, qualification
or compliance has been effected pursuant to this Agreement, and each
underwriter, if any, and each person who controls any underwriter, against all
claims, losses, damages and liabilities (or actions in respect thereof), whether
joint or several, arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus, offering
circular or other document (including any related registration statement)
incident to any such registration, qualification or compliance, or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, or any violation or
alleged violation by the Company of the Securities Act, the Exchange Act, any
applicable state securities law or any rule or regulation thereunder relating to
action or inaction required of the Company in connection with any such
registration, qualification or compliance, and will reimburse each such
Stockholder, each of its officers, directors, partners and members and each
person controlling such Stockholder, each such underwriter and each person who
controls any such underwriter,


                                       13
<PAGE>


for any legal and any other expenses reasonably incurred in connection with
investigating and defending any such claim, loss, damage, liability or action,
as such expenses are incurred; provided, however, that the Company will not be
liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement (or
alleged untrue statement) or omission (or alleged omission) based upon written
information furnished to the Company by such Stockholder or underwriter and
stated to be specifically for use therein.

                       (b)   Each Stockholder will, if Common Stock is included
in the securities as to which such registration, qualification or compliance is
being effected, indemnify and hold harmless the Company, each of its directors,
officers and agents and each underwriter, if any, against all claims, losses,
damages and liabilities (or actions in respect thereof), whether joint or
several, arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading, and will reimburse the Company and such
directors, officers, agents, partners, members, persons, underwriters or control
persons for any legal or any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action, as such expenses are incurred, in each case to the extent, but only to
the extent, that such untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in such registration statement, prospectus,
offering circular or other document in reliance upon and in conformity with
written information furnished to the Company by such Stockholder and stated to
be specifically for use therein. In no event shall the liability of a
Stockholder for indemnification under this Section 8 exceed the proceeds
received by such Stockholder in the offering.

                       (c)   Each party entitled to indemnification under this
Section 8 (the "INDEMNIFIED PARTY") shall give notice to the party required to
provide indemnification (the "INDEMNIFYING PARTY") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought and shall permit the Indemnifying Party to assume the defense of any such
claim or any litigation resulting therefrom; provided, however, that counsel for
the Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld), and the Indemnified Party
may participate in such defense at such party's expense, and provided further
that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this Agreement
except to the extent the Indemnifying Party is materially prejudiced thereby,
and provided further, however, that an indemnified party (together with all
other indemnified parties) shall have the right to retain one separate counsel,
with the reasonable fees and expenses of such counsel to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. No Indemnifying Party in the
defense of any such claim or litigation shall, except with the consent of each
Indemnified Party,


                                       14
<PAGE>


consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party of a release from all liability in respect to such
claim or litigation. Each Indemnified Party shall furnish such information
regarding itself or the claim in question as an Indemnifying Party may
reasonably request in writing and as shall be reasonably required in connection
with defense of such claim and litigation resulting therefrom.

                       (d)   If the indemnification provided for in this
Section 8 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage or expense
referred to herein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability, claim, damage or
expense in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the statements or omissions that resulted in such loss,
liability, claim, damage or expense, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

                       (e)   Notwithstanding the foregoing provisions of this
Section 8, to the extent that any provision contained in the underwriting
agreement entered into in connection with the underwritten public offering
related to any such claim for indemnification or contribution are in conflict
with the foregoing provisions, the provisions in the underwriting agreement
shall control.

                       (f)   The obligations of the Company and the Stockholders
under this Section 8 shall survive the completion of any offering of Common
Stock pursuant to this Agreement, and otherwise.

                 8.5   Information by Stockholder. Each Stockholder holding
securities included in any registration shall furnish to the Company such
information regarding such Stockholder as the Company may reasonably request and
as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Agreement.

        9.       INFORMATION RIGHTS. Stockholders holding at least two and
one-half percent (2 1/2%) of the issued and outstanding Common Stock shall each
be provided with: (i) unaudited quarterly financial statements within forty-five
(45) days after the end of each fiscal quarter of the Company, and (ii) audited
annual financial statements within ninety (90) days after the end of each fiscal
year of the Company. Such right shall be subject to the Co-Investor Stockholders
(and their advisors, if applicable) executing customary confidentiality
agreements.


                                       15
<PAGE>



        10.      MISCELLANEOUS.

                 10.1  Governing Law.  This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware, without
giving effect to its principles of conflict of laws.

                 10.2  Certain Adjustments. The provisions of this Agreement
shall apply to the full extent set forth herein with respect to any and all
shares of capital stock of the Company or any successor or assign of the Company
(whether by merger, consolidation, sale of assets or otherwise) which may be
issued in respect of, in exchange for, or in substitution for the shares of
Common Stock, by combination, recapitalization, reclassification, merger,
consolidation or otherwise and the term "Common Stock" shall include all such
other securities; provided, however, that the provisions of Section 8 hereof
shall only apply to common equity securities of the Company registered in a
Qualified IPO. In the event of any change in the capitalization of the Company,
as a result of any stock split, stock dividend or stock combination or
otherwise, the provisions of this Agreement shall be appropriately adjusted.

                 10.3  Additional Parties. Upon the dissolution of GNC LLC and
the distribution of any Common Stock or Preferred Stock to Members, each such
Members holding Common Stock or Preferred Stock shall execute a signature page
to this Agreement and become parties to and agree to be bound by this Agreement,
as Apollo, in the case of Members (as defined in the LLC Agreement) who are
Apollo and its Affiliates, or as Institutional Co-Investors, in the case of all
other Members.

                 10.4  Enforcement. The parties expressly agree that the
provisions of this Agreement may be specifically enforced against each of the
parties hereto in any court of competent jurisdiction.

                 10.5  Successors and Assigns. Except as otherwise provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the
parties hereto.

                 10.6  Entire Agreement. This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subject matter hereof and supersedes all prior oral or written (and all
contemporaneous oral) agreements or understandings with respect to the subject
matter hereof.

                 10.7  Notices, etc. All notices and other communications
required or permitted hereunder shall be in writing and shall be mailed by
registered or certified mail, return receipt requested, postage prepaid or
otherwise delivered by hand, messenger or facsimile transmission, addressed: (a)
if to a party listed on Appendix A or a transferee of such party, at such
party's address as set forth on Appendix A, or at such other address as such
party or its transferee shall have furnished to the Company in writing, (b) if
to Apollo, c/o Apollo Management V, L.P., 10250 Constellation Blvd., Suite 2900,
Los Angeles, California 90067 Attention: Michael D. Weiner with a copy (which
shall not constitute notice) to Skadden, Arps, Slate, Meagher & Flom LLP, 300
South Grand


                                       16
<PAGE>



Avenue, Suite 3400, Los Angeles, California 90071, Attention: Jeffrey H. Cohen,
or (c) if to the Company, at 300 Sixth Avenue, Pittsburgh, Pennsylvania 15222,
Attention: General Counsel, with a copy to Apollo, or at such other address as
the Company shall have furnished to Apollo and the parties listed on Appendix A
in writing.

                  Each such notice or other communication shall for all purposes
of this Agreement be treated as effective or as having been received when
delivered, if delivered by hand or by messenger (or overnight courier), 24 hours
after confirmed receipt if sent by facsimile transmission or at the earlier of
its receipt or on the fifth day after mailing, if mailed, as aforesaid.

                 10.8   Delays or Omissions. No delay or omission to exercise
any right, power or remedy accruing to any party hereto upon any breach or
default of the Company under this Agreement, shall impair any such right, power
or remedy of such holder nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach or
default thereunder occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default therefore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies, either under
this Agreement, or by law or otherwise afforded to any party, shall be
cumulative and not alternative.

                 10.9   Counterparts. This Agreement may be executed in any
number of counterparts, each of which may be executed by less than all of the
parties hereto, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.

                 10.10  Severability. If any provision of this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

                 10.11  Amendments and Waivers.

                        (a)  The provisions of this Agreement may be amended at
any time and from time to time, and particular provisions of this Agreement may
be waived or modified, with and only with an agreement or consent in writing
signed by the Company, Apollo and Co-Investor Stockholders holding a majority of
the shares of Common Stock held by the Co-Investor Stockholders; provided,
however, that any amendments or modifications to add additional Co-Investor
Stockholders or amendments or modifications that do not adversely affect the
rights of Co-Investor Stockholders shall not require the consent of the
Co-Investor Stockholders.

                        (b)  Notwithstanding anything to the contrary in this
Agreement, any amendments or modifications to the provisions of Sections 5, 6 or
8 hereof or this Section 10.11(b) in a manner adverse to the Co-Investor
Stockholders shall


                                       17
<PAGE>


require the consent of a majority of the shares of Common Stock owned by the
Management Co-Investors and the Non-Apollo Members, voting together as a single
class. For the purposes of this Section 10.13(b) only, each of the Non-Apollo
Members shall be entitled to vote their pro rata portion of the Common Stock
held by GNC LLC, as determined by the aggregate amount of Common Stock held by
GNC LLC multiplied by such Non-Apollo Member's percentage interest in GNC LLC.

                        (c)   Notwithstanding anything to the contrary in this
Agreement, in connection with any sale of Preferred Stock to persons other than
Apollo, Apollo may amend this Agreement unilaterally to remove the Preferred
Stock and all provisions relating thereto.

                 10.12  Jurisdiction. The parties hereto irrevocably submit, in
any legal action or proceeding relating to this Agreement, to the jurisdiction
of the courts of the United States located in the State of Delaware or in any
Delaware state court and consent that any such action or proceeding may be
brought in such courts and waive any objection that they may now or hereafter
have to the venue of such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient forum.

                 10.13  Further Assurances. The parties agree to use their best
efforts and act in good faith in carrying out their obligations under this
Agreement. The parties also agree, without further consideration, to execute
such further instruments and to take such further actions as may be necessary or
desirable to carry out the purposes and intent of this Agreement.

                 10.14  Termination. This Agreement shall terminate upon the
earlier of: (i) the written agreement between the Company, Apollo and
Co-Investor Stockholders holding a majority of the shares of Common Stock held
by the Co-Investor Stockholders, and (ii) the consummation of a transaction
pursuant to which Apollo was entitled to exercise a Drag-Along Right with
respect to the Common Stock pursuant to Section 5 above; provided, however, that
the provisions of Sections 3 and 9, and the provisions of Sections 5 and 6, as
such provisions relate to the Common Stock, shall terminate after the
consummation of a Qualified IPO.



                                       18
<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.


                                       GENERAL NUTRITION
                                       CENTERS HOLDING COMPANY



                                       By: /s/ James M. Sander
                                           -------------------------------------
                                           Name:   James M. Sander
                                           Title:  Senior Vice President, Chief
                                                   Legal Officer and Secretary




                                       GNC INVESTORS, LLC


                                       By: Apollo Management V, L.P.
                                           Its Manager


                                       By: AIF V Management, Inc.
                                           Its General Partner




                                       By: /s/ Andrew S. Jhawar
                                           -------------------------------------
                                           Name:   Andrew S. Jhawar
                                           Title:  Vice President




<PAGE>




     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Joseph Bresse
                                           -------------------------------------
                                           Name:   Joseph Bresse






<PAGE>




     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Betsy Burton
                                           -------------------------------------
                                           Name: Betsy Burton
                                                 BB Capital, Inc.



<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Vince Cacace
                                           -------------------------------------
                                           Name: Vince Cacace



<PAGE>

     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Charles Chiaverini
                                           -------------------------------------
                                           Name: Charles Chiaverini


<PAGE>



     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Robert J. DiNicola
                                           -------------------------------------
                                           Name: Robert J. DiNicola


<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Tom Dowd
                                           -------------------------------------
                                           Name: Tom Dowd


<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Joseph M. Fortunato
                                           -------------------------------------
                                           Name: Joseph M. Fortunato




<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ George Golleher
                                           -------------------------------------
                                           Name: George Golleher



<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Darryl Green
                                           -------------------------------------
                                           Name: Darryl Green


<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Ron Hallock
                                           -------------------------------------
                                           Name: Ron Hallock



<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ David Heilman
                                           -------------------------------------
                                           Name: David Heilman



<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Gilles Houde
                                           -------------------------------------
                                           Name: Gilles Houde



<PAGE>



     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Lee Karayusuf
                                           -------------------------------------
                                           Name: Lee Karayusuf


<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Curtis J. Larrimer
                                           -------------------------------------
                                           Name: Curtis J. Larrimer


<PAGE>

     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Louis Mancini
                                           -------------------------------------
                                           Name: Louis Mancini


<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Edgardo Mercadante
                                           -------------------------------------
                                           Name: Edgardo Mercadante
                                                 MM Investments Associates
                                                 General Partner


<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Steven C. Nelson
                                           -------------------------------------
                                           Name: Steven C. Nelson



<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ James M. Sander
                                           -------------------------------------
                                           Name: James M. Sander



<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Eileen Scott
                                           -------------------------------------
                                           Name: Eileen Scott


<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Julie Shoptaugh
                                           -------------------------------------
                                           Name: Julie Shoptaugh



<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Thomas R. Smith
                                           -------------------------------------
                                           Name: Thomas R. Smith


<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ J.J. Sorrenti
                                           -------------------------------------
                                           Name: J.J. Sorrenti


<PAGE>

     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Reginald N. Steele
                                           -------------------------------------
                                           Name: Reginald N. Steele


<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Susan Trimbo
                                           -------------------------------------
                                           Name: Susan Trimbo


<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Michael Venditti
                                           -------------------------------------
                                           Name: Michael Venditti


<PAGE>


     The foregoing Stockholders' Agreement is hereby executed as of the date
first above written.



                                       Co-Investor Stockholders:



                                       By: /s/ Joe Weiss
                                           -------------------------------------
                                           Name: Joe Weiss