Exhibit
      10.2

    


    NUTRITION
      21, INC.

    


    AWARD
      AGREEMENT

    


    


    THIS
      AGREEMENT,
      made as
      of December 17, 2007 by and between Nutrition 21, Inc., a New York corporation
      (the “Company”) and ________________
      (the “Grantee”).

    


    WITNESSETH:

    


    WHEREAS,
      the
      Grantee is now an employee of the Company and the Company desires to afford
      the
      Grantee an opportunity to acquire, or enlarge, stock ownership in the Company
      so
      that the Grantee may have a direct proprietary interest in the Company’s
      success:

    


    NOW,
      THEREFORE, in
      consideration of the covenants and agreements herein contained, the parties
      hereto hereby agree as follows:

    


    1. Grant
      of
      Award. Pursuant to the provisions of the Nutrition 21, Inc. 2005 Stock Plan
      (the
“Plan”), the Company hereby grants to the Grantee, subject to the terms and
      conditions of the Plan and subject further to the terms and conditions herein
      set forth, the following:

    


    (a) the
      right, pursuant to the Plan, to purchase from the Company all or any part of
      an
      aggregate of ______ shares of Common Stock ($.005 par value) of the Company
      at
      the purchase price of $0.72 per
      share
      (the “Stock Options”). The Stock Options are intended to be Incentive Stock
      Options under Section 422 of the Internal Revenue Code of 1986, as
      amended.

    


    (i) Such
      Stock Options shall vest and be exercisable as to one-third of such shares
      on
      the first anniversary of December 17, 2007 (the “Grant Date”), and as to an
      additional one-third of such shares on the second and third anniversaries of
      the
      Grant Date of such Stock Options.

    


    (ii) Such
      Stock Options shall expire ten (10) years from the Grant Date or 89 days after
      termination of employment, whichever is earlier. 

    


    (iii) Any
      exercise of such Stock Options shall be accompanied by a written notice to
      the
      Company specifying the number of shares as to which the Stock Options are being
      exercised. 

    


    (iv) At
      the
      time of any exercise, the purchase price shall be paid in cash, unless the
      Company offers a cashless exercise alternative. In that event, Grantee may
      elect
      to pay in cash or use the cashless exercise alternative. The purchase price
      equals the number of shares as to which the Stock Options are being exercised
      multiplied by the purchase price per share. The Company will make all necessary
      tax withholding at the time of exercise, in the manner and to the extent
      provided for by law.

    


    (v) The
      Stock
      Options are not transferable other than by will or by the laws of descent and
      distribution. During the lifetime of Grantee, the Stock Options shall be
      exercisable only by the Grantee. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (vi) The
      Grantee shall have no rights as a stockholder with respect to any shares of
      Common Stock subject to the Stock Options prior to the date of issuance of
      a
      certificate or certificates for such shares. 

    


    2. Sale
      of
      Shares. Grantee agrees to advise the Company of the sale of shares acquired
      by
      exercise of Stock Options, including the date(s) of sale, number of shares
      and
      price(s). 

    


    2. Compliance
      With Law and Regulations. This award and the obligations of the Company
      hereunder, shall be subject to all governmental laws, rules and regulations
      and
      to such approvals by any government or regulatory agency as may be required.
      

    


    3. Grantee
      Bound By Plan. The Grantee hereby acknowledges receipt of a copy of the Plan
      and
      agrees to be bound by all the terms and provisions thereof. To the extent that
      this agreement is silent with respect to, or in any way inconsistent with the
      terms of the Plan, the provisions of the Plan shall govern. 

    


    4. Notices.
      Any notices hereunder to the Company shall be sent to the following address:
      Nutrition 21, Inc., 4 Manhattanville Rood, Purchase, NY 10577, USA, Attention:
      Vice President Legal; and any notice hereunder to the Grantee shall be sent
      to
      Grantee at Grantee’s residence or work location.

    


    


    IN
      WITNESS WHEREOF, Nutrition
      21, Inc. has caused this Agreement to be executed by an authorized officer
      of
      the Company and the Grantee has executed this Agreement, both as of the day
      and
      year first above written.

    


    
      	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
              
General
              Counsel
	 	 
	 	 
	 	
            
	 	
              
Grantee/Employee
              Signature