Exhibit 10.31




October 7, 1997



VIA AIRBORNE EXPRESS
--------------------

Mr. John McCusker
4 Harbor View Drive
Huntington Bay, NY 11743

Dear John:

        We are pleased to provide  this letter to confirm our  understanding  in
connection with your new employment,  to begin on November 3, 1997, as the Chief
Financial Officer of Twinlab Corporation (the "Company").  For your convenience,
we have included an annex  containing  the  definitions  of certain  capitalized
terms used in this letter.

        If subsequent to the date hereof there is an  Acquisition  of Control of
the Company, and at any time within one year thereafter your employment with the
Company is  terminated  without  Cause,  then you shall be  entitled  to receive
severance pay equal to your base salary at the time of termination  for a period
of one year. Such severance shall be paid commencing with your  termination date
and at the times and in the amounts  such base  salary  would have been paid had
your employment not been terminated.  The stock option  agreement,  covering the
options to be granted to you in connection  with your  employment,  will provide
for an  acceleration  of the  vesting  of such  options  upon the  circumstances
described above.

        We look forward to a long and prosperous  relationship.  Please sign and
return to me the enclosed copy of this letter.

Very truly yours,

TWINLAB CORPORATION



By: /s/ Brian Blechman
    ------------------
    Brian Blechman
    Executive Vice President


Accepted and Agreed this 9th day of October, 1997

    /s/ John McCusker
     -----------------
    John McCusker



<PAGE>


                                      ANNEX



    For the  purposes  of the  letter  to  which  this  Annex is  attached,  the
following shall have the meanings set forth below:


"ACQUISITION OF CONTROL" shall mean:

    (i) any person,  including group,  without the approval of a majority of the
    Incumbent  Directors,  becoming the  beneficial  owner of, or acquiring  the
    power to direct the exercise of voting  power with  respect to,  directly or
    indirectly,  securities  which  represent fifty percent (50%) or more of the
    combined voting power of the Company's outstanding securities thereafter; or

    (ii) the Incumbent  Directors  cease at any time to constitute a majority of
    the Board of Directors of the Company.



"CAUSE"  shall mean (a)  conviction  of any crime  (whether or not involving the
Company) constituting a felony in the jurisdiction involved; (b) conduct related
to your employment for which either  criminal or civil penalties  against you or
the Company may be sought;  (c) material  violation of the  Company's  policies,
including,   without  limitation,  those  relating  to  sexual  harassment,  the
disclosure or misuse of confidential information,  or those set forth in Company
manuals or  statements  of policy;  (d)  serious  neglect or  misconduct  in the
performance  of your duties for the  Company or willful or  repeated  failure or
refusal to  perform  such  duties;  in each case as  determined  by the Board of
Directors  of the  Company  which  determination  shall be  final,  binding  and
conclusive.**

"INCUMBENT  DIRECTOR"  shall mean any director of the Company serving at October
__,  1997 or one  elected  thereafter  if  nominated  or  approved  by at  least
two-thirds of the then Incumbent Directors.

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* This definition is identical to the definition contained in the Company's 1996
Stock Incentive Plan.