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                                                                   EXHIBIT 10.55

                      THE CIT GROUP/ BUSINESS CREDIT, INC.
                       300 South Grand Avenue, Third Floor
                          Los Angeles, California 90071

                                   Dated as of
                                  May 31, 2001

      Re:   Waiver and Amendment Number Two to Financing Agreement and Loan
            Documents

TWIN LABORATORIES INC.
150 Motor Parkway
Hauppauge, New York 11788

Gentlemen:

Reference is made to the Financing Agreement between The CIT Group/Business
Credit, Inc. as lender and agent thereunder ("Agent"), and Twin Laboratories
Inc. and its affiliates, as borrowers thereunder (collectively, the
"Companies"), dated as of March 29, 2001, as the same may be amended from time
to time (the "Financing Agreement"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Financing Agreement.

CITBC wish to waiver certain provisions of the Financing Agreement and the
Companies and CITBC wish to amend certain provisions of the Financing Agreement.

Therefore, pursuant to mutual agreement, it is hereby agreed as follows:

I. Waiver of Section 6.10(e) 30-Day Notice. CITBC hereby waives the requirement
respecting 30-day advance notice with respect, but only with respect, to the
change of corporate name of Changes International, Inc. to Twinlab Direct, Inc.,
and of PR Nutrition, Inc. to Twinlab Mailorder, Inc.

II. Amendment of Names of Certain Companies. The Financing Agreement and the
other Loan Documents are hereby amended such that each and every reference to
the Companies named in Section I above shall reflect the new corporate names as
referenced in Section I above.

III. Confirmation of Guaranties. By execution below, the Companies and the other
parties constituting Guarantors hereby each confirm that each of their
respective guaranties executed and delivered in connection with the Financing
Agreement remains in full force and effect notwithstanding the execution,
delivery and performance by the Companies of this Letter Amendment and the
Financing Agreement as amended hereby.


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IV. General Terms.

      1. To the extent any of the terms and provision of the Financing Agreement
and/or the Loan Documents conflict or are inconsistent with the terms hereof,
the terms of this Letter Amendment shall govern.

      2. The effectiveness of this Letter Amendment is conditioned upon receipt
by CITBC of:

            (a)   an executed counterpart of this Letter Amendment executed by
                  each Company and Guarantor.

      3. This agreement may be executed in two (2) or more counterparts, each of
which shall constitute an original but all of which when taken together shall
constitute but one (1) agreement, and shall become effective when copies hereof
which, when taken together, bear the original signatures of each of the parties
hereto are delivered to CITBC.

      Except as set forth herein no other change in the terms or provisions of
the Financing Agreement or any other Loan Document is intended or implied. If
the foregoing is in accordance with your understanding, please so indicate by
signing and returning the enclosed copy of this Letter Amendment.

                                     Very truly yours,

                                     THE CIT GROUP/BUSINESS CREDIT, INC.


                                     By:________________________________

                                     Title:_____________________________


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AGREED:

TWIN LABORATORIES INC.,
a Utah corporation

By: _______________________________
Title:


ADVANCED RESEARCH PRESS, INC.,
a New York corporation

By: _______________________________
Title:


TWINLAB DIRECT, INC.,
a Florida corporation

By: _______________________________
Title:


TWINLAB MAILORDER, INC.,
a  California corporation

By: _______________________________
Title:


HEALTH FACTORS INTERNATIONAL, INC.,
a Delaware corporation

By: _______________________________
Title:


BRONSON LABORATORIES, INC.,
a Delaware corporation

By: _______________________________
Title:


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TWINLAB CORPORATION,
a Delaware corporation

By: _______________________________
Title:


TWINLAB FSC INC.,
a Barbados corporation

By: _______________________________
Title:


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