Exhibit 10.30


                       NONQUALIFIED STOCK OPTION AGREEMENT
                                FOR JOHN MCCUSKER


                               Twinlab Corporation
                            1996 STOCK INCENTIVE PLAN


                             STOCK OPTION AGREEMENT

         STOCK OPTION AGREEMENT (the "Agreement"),  dated as of November 5, 1997
between Twinlab Corporation,  a Delaware  corporation (the "Company"),  and John
McCusker, an employee of the Company (the "Optionee").  Notwithstanding anything
herein to the  contrary,  (i) until the Board of  Directors  shall  appoint  the
members of the  Committee (as defined  below) or (ii) if the Board,  in its sole
discretion,  resolves  to  administer  the Plan  (as  defined  below),  the term
"Committee" as used herein shall be deemed to mean the Board.  Capitalized terms
used herein without  definition shall have the meanings  ascribed thereto in the
Plan.

         The Company's Stock Option  Committee (the  "Committee") has determined
that the objectives of the Company's 1996 Stock  Incentive Plan, as amended (the
"Plan") will be furthered by granting to the Optionee a stock option pursuant to
the Plan.

         In  consideration  of the foregoing and of the mutual  undertakings set
forth in this Agreement, the Company and the Optionee agree as follows:

         SECTION 1. Grant of Option.

         The Company hereby grants to the Optionee a stock option (the "Option")
to purchase  50,000 shares (the "Shares") of common stock of the Company,  $1.00
par value per share (the  "Common  Stock") at a  purchase  price of $19.375  per
share.  It is intended that the Option shall not qualify as an "incentive  stock
option" as  defined in section  422 of the  Internal  Revenue  Code of 1986,  as
amended.

         SECTION 2. Exercisability.

         2.1 Subject to the further  terms of this  Agreement,  the Option shall
become exercisable in five substantially equal installments,  one on each of the
first,  second,  third,  fourth  and  fifth  anniversaries  of the  date of this
Agreement.

         2.2  Notwithstanding any other provision of this Agreement or the Plan,
in the event of an Acquisition of Control,  the Option shall become fully vested
and immediately  exercisable upon the subsequent involuntary  termination of the
Optionee's employment by the Company or its successors for any reason other than
Cause  within one year of such  Acquisition  of  Control.  For  purposes of this
Agreement, the following terms shall have the following meanings:  "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 the
Optionee's  employment for which either criminal or civil penalties  against the
Optionee 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 the Optionee's  duties for the Company or willful or repeated
failure or refusal to perform such  duties;  in each case as  determined  by the
Committee,   which  determination  shall  be  final,   binding  and  conclusive.
"Acquisition of Control" shall mean: (x) any person,  including a group, without
the approval of a majority of the Incumbent  Directors,  becoming the beneficial
owner of, or  acquiring  the power to direct the  exercise 


<PAGE>


of voting  power with  respect to,  directly  or  indirectly,  securities  which
represent  fifty  percent  (50%)  or more of  thecombined  voting  power  of the
Company's  outstanding  securities  thereafter,  or (y) the Incumbent  Directors
cease at any time to  constitute a majority of the Board.  "Incumbent  Director"
shall mean any  director  of the  Company  serving at October 1, 1997 or elected
thereafter if nominated or approved by at least two thirds of the then incumbent
Directors.

         2.3 Unless earlier  terminated  pursuant to the provisions of the Plan,
the  unexercised  portion of the Option shall expire and cease to be exercisable
at 12:01 a.m. on the tenth anniversary of the date of this Agreement.

         SECTION 3. Method of Exercise.

         The Option or any part thereof may be  exercised  only by the giving of
notice to the  Company in such manner as the  Committee  shall  prescribe.  Such
written notice must be accompanied by payment of the full purchase price for the
number  of  shares  being  purchased.  Such  payment  may  be  made  by one or a
combination of the following methods:  (a) by a certified or official bank check
(or the equivalent thereof  acceptable to the Company);  (b) with the consent of
the  Committee,  by  delivery  of shares of Common  Stock  acquired at least six
months prior to the option  exercise  date and having a Fair Market Value on the
exercise  date  equal  to  part  or  all of the  purchase  price;  or (c) at the
discretion of the  Committee  and to the extent  permitted by law, by such other
method as the Committee may authorize.  The date of exercise of the Option shall
be the date on which  notice of exercise is  delivered  to the  Company,  during
normal  business  hours,  at its  address  as  provided  in  Section  8 of  this
Agreement.

         SECTION 4. Termination of Employment; Death.

         4.1 Upon  termination of the Optionee's  employment with the Company or
any subsidiary,  for any reason, the Option shall terminate and expire except as
provided in Section 4.2 or 4.3 of this Agreement.

         4.2 If the Optionee's  employment with the Company or any subsidiary is
involuntarily  terminated  by the  Company  for any reason  other than Cause (as
defined in Section 2.2 of this  Agreement),  the Option shall be exercisable but
only to the extent it was  exercisable at the time of such  termination and only
until the expiration of 90 days following employment termination (but not beyond
the expiration date of the Option,  specified in Section 2.3 of this Agreement).
If the Optionee dies in such 90 day period,  the Option shall be exercisable for
one year  from the date of death  (but not  beyond  the  expiration  date of the
Option).

         4.3 If the  Optionee's  employment  with the Company or any  subsidiary
terminates by reason of the Grantee's  death,  disability or retirement (as such
terms  are  defined  in the  Plan)  while  an  employee  of the  Company  or any
subsidiary,  the  Option  shall be  exercisable,  but only to the  extent it was
exercisable  at the time of death,  disability or retirement  and only until the
first anniversary of the date of the Optionee's employment  termination (but not
beyond the  expiration  date of the  Option,  specified  in Section  2.3 of this
Agreement).

         SECTION 5. Plan Provisions to Prevail.

         This  Agreement  is subject to all of the terms and  provisions  of the
Plan.  Without  limiting the generality of the foregoing,  by entering into this
Agreement the Optionee  agrees that no member of the  Committee  shall be liable
for any action or  determination  made in good faith with respect to the Plan or
any  award  thereunder  or  this  Agreement.  In the  event  that  there  is any
inconsistency  between the  provisions of this  Agreement  and of the Plan,  the
provisions of the Plan shall govern.

         SECTION 6. Nontransferability.

         The Option shall not be  assignable  or  transferable,  voluntarily  or
involuntarily,  by operation of law, or  otherwise,  and any such  assignment or
transfer  which  may be  attempted  shall be null  and  void  and of no  effect;


<PAGE>

provided, however, that this Section 6 shall not prevent transfers by will or by
the laws of descent and distribution.  During the lifetime of the Optionee,  the
Option  shall  be  exercisable  only by the  Optionee  or the  Optionee's  legal
representative.

         SECTION 7. Forfeiture of Option Gains.

         IF AT ANY TIME WITHIN ONE YEAR AFTER THE EXERCISE OF ALL OR ANY PORTION
OF AN OPTION THE OPTIONEE  EITHER (A) IS TERMINATED  FOR CAUSE OR (B) ENGAGES IN
ANY  ACTIVITY  DETERMINED  IN THE  SOLE  DISCRETION  OF THE  COMMITTEE  TO BE IN
COMPETITION WITH ANY ACTIVITY OF THE COMPANY, OR OTHERWISE INIMICAL, CONTRARY OR
HARMFUL TO THE INTERESTS OF THE COMPANY (INCLUDING, BUT NOT LIMITED TO ACCEPTING
EMPLOYMENT WITH OR SERVING AS A CONSULTANT,  ADVISER OR IN ANY OTHER CAPACITY TO
AN ENTITY THAT IS IN  COMPETITION  WITH OR ACTING  AGAINST THE  INTERESTS OF THE
COMPANY),  THEN ANY OPTION GAIN  REALIZED BY THE OPTIONEE FROM  EXERCISING  SUCH
OPTION  SHALL  BE PAID BY THE  OPTIONEE  TO THE  COMPANY  UPON  NOTICE  FROM THE
COMPANY.  FOR PURPOSES OF THIS  SECTION,  "OPTION  GAIN" MEANS THE EXCESS OF THE
FAIR  MARKET  VALUE OF A SHARE OF COMMON  STOCK ON THE DATE OF  EXERCISE  OF THE
OPTION OVER THE OPTION EXERCISE  PRICE,  MULTIPLIED BY THE NUMBER OF SHARES WITH
RESPECT TO WHICH THE  OPTION WAS  EXERCISED,  WITHOUT  REGARD TO ANY  SUBSEQUENT
DECREASE OR INCREASE IN THE FAIR MARKET VALUE OF SUCH SHARES.  THE COMPANY SHALL
HAVE THE RIGHT TO OFFSET SUCH OPTION GAIN AGAINST ANY AMOUNTS  OTHERWISE OWED TO
THE OPTIONEE BY THE COMPANY (WHETHER AS WAGES,  VACATION PAY, OR PURSUANT TO ANY
BENEFIT PLAN OR OTHER COMPENSATORY ARRANGEMENT).

         SECTION 8. Notices.

         All notices  required or permitted  hereunder shall be given in writing
by  personal  delivery,  by  confirmed  facsimile   transmission  (with  a  copy
dispatched by express  delivery or registered or certified  mail), or by express
delivery via express mail or any  reputable  express  courier  service.  Notices
shall  be  addressed  (a)  to  Twinlab   Corporation,   2120  Smithtown  Avenue,
Ronkonkoma,  New York 11779,  Attention:  Ross  Blechman;  Fax: (516) 471- 2395;
Confirm:  ; and (b) to the  Optionee at the  address set forth on the  signature
page; or (c) as to either  party,  at such other address as may be designated by
notice in the manner set forth herein.  Notices which are delivered  personally,
by  confirmed  facsimile  transmission,  or by  courier as  aforesaid,  shall be
effective on the date of delivery.

         SECTION 9. Successors and Assigns.

         This  Agreement  shall be binding  upon and inure to the benefit of the
parties  hereto and the successors and assigns of the Company and, to the extent
consistent  with Sections 4 and 6 of this Agreement and with the Plan, the heirs
and personal representatives of the Optionee.

         SECTION 10. Governing Law.

         This Agreement  shall be  interpreted,  construed and  administered  in
accordance  with the laws of the  State of New York as they  apply to  contracts
made, delivered and performed in the State of New York.

         SECTION 11. Severability.

         If any provision of this Agreement (including any provision of the Plan
that is incorporated herein by reference) shall hereafter be held to be invalid,
unenforceable  or illegal  in whole or in part,  in any  jurisdiction  under any
circumstances  for any  reason,  (i) such  provision  shall be  reformed  to the
minimum extent  necessary to cause such provision to be valid,  enforceable  and
legal  while  preserving  the  intent of the  parties as  expressed  in, and the
benefits to the parties provided by, this Agreement and the Plan or (ii) if such
provision  cannot be so  reformed,  such  provision  shall be severed  from this
Agreement  and  an  equitable   adjustment  shall  be  made  to  this  Agreement
(including, without limitation, addition of necessary further provisions to this
Agreement)  so as to give effect to the intent as so expressed  and the benefits
so   provided.   Such  holding   shall  not  affect  or  impair  the   validity,
enforceability or legality of such provision in any other  jurisdiction or under
any other circumstances.  Neither such holding nor such reformation or severance
shall affect or impair the  legality,  validity or  enforceability  of any other

<PAGE>


provision of this Agreement or the Plan.

        IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as
of the date and year first written above.


                                    Twinlab Corporation

                                    By  /s/ Brian Blechman
                                        ------------------
                                        Name: Brian Blechman
                                        Title:


                                    OPTIONEE

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

                                    Address:_____________________
                                    _____________________________
                                    _____________________________
                                    Social Security Number