<PAGE>
                                                                   EXHIBIT 10.25



                 AMENDMENT TO THE GNC/RITE AID RETAIL AGREEMENT

                                                                   NOVEMBER 2000


        THIS AMENDMENT (the "Amendment") to the GNC/Rite Aid Retail Agreement,
dated December 8, 1998, by and between General Nutrition Sales Corporation and
RITE AID HDTQRS CORP., as assignee of Rite Aid Corporation is effective as of
November 20, 2000.

        WHEREAS, the parties hereto desire to amend the GNC/Rite Aid Retail
Agreement on the terms and conditions stated herein.

        NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

        1. Amendment of Paragraph 1.D. The first two sentences of Paragraph 1.D.
are amended and restated in their entirety to read as follows:

               "1.D. Rite Aid hereby commits to open the Business in a minimum
               of 1,000 Locations in the aggregate, by October 31, 2002,
               pursuant to the following schedule:

        -      560 were opened by October 20, 2000

        -       The balance of the 1,000 minimum Businesses will be opened in
                Locations at a rate of no less than 22 openings per month,
                except that (a) in each month Rite Aid shall be entitled to a
                credit against its obligation to open 22 Businesses in that
                month in an amount by which the average number of Businesses
                opened in all prior months beginning with the month of January
                2001 exceeded an average of 22 per month, and (b) the minimum
                openings requirement shall not apply to the months of November
                2001 and December 2001. All other references to 1,500 minimum
                Locations are hereby reduced to 1,000 throughout the Agreement.
                In addition, Exhibit A's list of Designated Locations shall be
                reduced to a maximum of 1,200 Locations by March 1, 2001,
                (reflecting both stores opened and projected new sites); such
                reduction to be accomplished by reducing the number of Locations
                on Exhibit A to 1500 no later than January 1, 2001, to 1400 no
                later than February 1, 2001, and the balance of the reduction no
                later than March 1, 2001. All Locations previously designated as
                a potential Location on Exhibit A shall be (1) re-confirmed as
                designated Locations on Exhibit A for operating the Business
                pursuant to the Agreement, or (2) deleted from Exhibit A
                entirely.

        2. Amendment of Article II. "Term and Renewal," Paragraph A. Each
reference in Paragraph II.A to terms "36 months" or "36 month period" shall be
amended and restated to be "60 months" or "60 month period" respectively. For
ease of reference, March 2004 is the 60 month date (fifth year anniversary of
the first store opening).


<PAGE>
        3. Amendment of Paragraph IV.B.(2) "Product Purchases." Paragraph
IV.B.(2) is hereby amended by deleting the last sentence thereof and all sums
that may be due and owing under the provisions thereof are hereby waived.

        4. Amendment of Paragraph IV.B(3) "Product Purchases." The following
sentence is added to the end of Paragraph IV.B(3):

               "(3) On consignment pursuant to the Consignment Agreement, Rite
               Aid shall initially stock and then maintain in inventory so long
               as justified, in Rite Aid's sole judgment, by acceptable product
               sales, the eight Efamol brand products and three Scan Diet
               products specified by GNC in all Rite Aid stores that operate the
               Business, as well as, six of the Efamol brand products in each of
               the remaining Rite Aid stores in which it does not operate the
               Business."

        5. Amendment to Paragraph IV.B.(4) "Certain Product Purchases." A new
Paragraph IV.B.(4) is hereby added as follows:

               "(4) Pertain Product Purchases. At the date of delivery to Rite
               Aid: (a) all GNC Brand Products shall have expiration dates which
               are a minimum of six months, (b) all nutrition bars shall have
               expiration dates which are a minimum of six months, and (c) all
               Third-Party Products shall have expiration dates which are a
               minimum of 12 months prior to the expiration date on their
               package."

        6. Amendment of Article IV. New Paragraph IV.B.(5). "Product
Disposition." A new Paragraph IV.B.(4) is hereby added as follows:

               "(5) Product Disposition. Effective for all purchase orders
               written by Rite Aid during the period May 1, 2000 through
               December 31, 2000 and in lieu of all other rebates and allowances
               for damaged, outdated, and discontinued Products and rebates with
               respect to Third Party Products sold to Rite Aid under this
               Agreement, Rite Aid shall be entitled to deduct [*]% from each
               invoice received by it from GNC, excluding Consigned Product
               invoices. Effective for all purchase orders written by Rite Aid
               from and after January 1, 2001, and in lieu of all other rebates
               and allowances for damaged, outdated and discontinued Products,
               other than GNC Brand Products, and rebates with respect to Third
               Party Products sold to Rite Aid under this Agreement, Rite Aid
               shall be entitled to deduct [*]% from each invoice received from
               it from GNC, excluding Consigned Product invoices, and with
               respect to GNC Brand Products Rite Aid shall have the right to
               return all damaged and outdated GNC Brand Products to GNC's
               distribution centers or elsewhere as GNC directs for full credit
               at then current invoice cost. In addition, in the event that at
               any time Rite Aid


----------
* This information has been omitted based on a request for confidential
treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission.


                                       2
<PAGE>
               and GNC jointly determine to discontinue GNC Brand Products from
               the GNC Plan-O-Gram or Rite Aid determines to discontinue Third
               Party Products, Rite Aid shall, pursuant to the General Nutrition
               Sales Corporation Product Return Policy with Rite Aid HDTQRS
               Corp., a copy of which is attached hereto as Exhibit IV.B.(4)-1.,
               have the right to return to GNC's distribution centers, for full
               credit at then current invoiced cost, full cases of the
               discontinued GNC Brand Products and Third Party Products
               remaining at Rite Aid's distribution centers. All other Product
               shipment discrepancies shall be handled pursuant to the General
               Nutrition Products, Inc. Shipment Discrepancy Policy with Rite
               Aid HDTQRS Corp., a copy of which is attached hereto as Exhibit
               IV.B.(4)-2."

        7. Amendment of Paragraph IV.C.2 "Cooperative Advertising." Paragraph
IV.C.2. is hereby amended by adding the following sentence to the end thereof:
"Gross Sales resulting from the sale of Consigned Products, as defined in the
Consignment Agreement, shall be determined by calculating the number of units
withdrawn from Consignment Inventory for the relevant time period."

        8. Amendment of Paragraph D of Article IV. A new sentence is added at
the end of Paragraph D of Article IV as follows:

               "All PRODUCTS delivered by GNC pursuant to this Agreement shall
               be delivered on a carrier designated by GNC. Rite Aid will have
               12 hours free time to offload carrier equipment arriving at the
               agreed upon appointment time. Any time in excess of these 12
               hours will be charged back to Rite Aid at a rate of $50 per hour
               for detention of driver and equipment, not to exceed $500 per 24
               hour period per delayed driver and equipment."

        9. Amendment of Article XI "Noncompetition." Paragraph A. Paragraph
XI.A. is hereby amended and restated in its entirety as follows:

               "GNC agrees that so long as this Agreement is in effect and
               notwithstanding any other provision of this Agreement, neither it
               nor any of its affiliates (a) will operate the Business of any
               retail drug store chain, (b) will not grant any license sale of
               GNC Brand Products in any retail drug store chain and (c) will
               not permit any operator of any retail drug store chain to operate
               a Business under the Comprehensive System or any derivation
               thereof. For purposes of this Agreement a "chain" shall mean any
               person or entity which together with any person or entity
               controlling, by or under common control with such person or
               entity operates 10 or more retail locations."

        10. Miscellaneous. The following new provisions shall be added to the
Agreement pursuant to this Amendment

        a.     "Regional Store Directors" shall be employed by Rite Aid to
               promote the Business and shall be responsible for maximizing
               sales. Their job



                                       3
<PAGE>
               description, reporting system, training programs and start date
               will be mutually defined by Rite Aid and GNC. The costs of these
               individuals shall be split evenly between Rite Aid and GNC and
               in the aggregate per person initially shall not exceed $[*]

        b.     (which includes wages, benefits, Travel and Entertainment,
               transportation and office expenses).

        b.     GNC approves the use of using existing Rite Aid fixtures in the
               440 stores that remain to be opened. At GNC's election it may
               purchase certain wooden GNC fixtures from Rite Aid at Rite Aid's
               acquisition cost. A smaller square footage GNC Plan-O-Gram shall
               be designed by Rite Aid for use at certain approved Rite Aid
               Locations. GNC senior management shall approve the design and
               fixtures in the reduced square footage Locations and in those
               using Rite Aid fixtures.

        c.     Rite Aid may close the Business operating in any Store, however,
               such closure shall not reduce Rite Aid's obligation to open
               Businesses in a minimum of 1000 Locations as required by this
               Agreement. If a Location is closed and moved to another Location,
               that subsequent Location shall not incur an additional $10,000
               Initial Fee. An opening shall not be counted twice. The
               relocation of a closed Location shall not count toward the
               minimum of 1000 Locations or toward the minimum monthly opening
               obligations.

        d.     As provided in a letter from Rite Aid to GNC dated June 17, 1999,
               clarifying Article I. Grant of License. Paragraph F (ii): GNC
               shall not be in violation of that Paragraph if it sells,
               promotes, advertises or distributes any product which bears a
               Proprietary Mark provided that Proprietary Mark is not and does
               not include the words "GNC" or "General Nutrition Center" or any
               variation thereof.

----------

* This information has been omitted based on a request for confidential
treatment. The omitted portions have been separately filed with the Securities
and Exchange Commission.


                                       4
<PAGE>
        Except as amended by this Amendment, the GNC/Rite Aid Retail Agreement
remains in full force and effect.

        IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Amendment as of the day and year first above written.

                                            GENERAL NUTRITION SALES CORPORATION

                                            By:    /s/James M. Sander
                                                  ------------------------------
                                            Name:  James M. Sander
                                                  ------------------------------
                                            Title: Vice President
                                                  ------------------------------

                                            RITE AID HDTQRS CORP.

                                            By:    /s/Elliot S. Carson
                                                --------------------------------
                                            Name:  Elliot S. Carson
                                                  ------------------------------
                                            Title: Senior Vice President
                                                  ------------------------------


                                       5
<PAGE>

                       Amendment No. 1 to Retail Agreement

                                List of Exhibits

1.    Exhibit IV.B.(4)-1: General Nutrition Sales Corporation Product Return
      Policy with Rite Aid Hdqtrs Corp.

2.    Exhibit IV.B.(4)-2: Nutricia Manufacturing USA, Inc. Shipment Discrepancy
      Policy with Rite Aid Hdqtrs Corporation

<PAGE>

              EXHIBIT IV.B.(4)-1 TO THE GNC/RITE AID RETAIL AGREEMENT

                       GENERAL NUTRITION SALES CORPORATION
                PRODUCT RETURN POLICY WITH RITE AID HDTQRS CORP.

This policy addresses issues related to the return of product purchased by RITE
AID HDTQRS CORP. (Rite Aid) from General Nutrition Sales Corporation (GNC).
Products covered under this policy include GNC Brand product and Third Party
Product. Consignment product will be controlled under the provisions of the
Consignment Agreement.

GNC does not intend for this policy to cover Third-party product recalls. Due to
multiple sourcing of Third Party Products, recalls for quality, safety,
packaging, labeling or other reason will be handled independently by Rite Aid
and GNC with the concerned vendor.

The following procedures will be followed in the event that Rite Aid needs to
return product to GNC.

GNC will not accept return of any Third Party Product which has a shelf-life of
less than 6 months from the date of receipt at GNC's distribution center.

1.    GNC will require all GNC Return Forms to be faxed to GNC Order Control at
      412-749-5375 and to contain the following information:

      (a)   GNC item number

      (b)   Total number of units

      (c)   Total number of cases

      (d)   Invoice number - for miss-pick and immediate damage returns

      (e)   Expiration date and lot number if applicable

      (f)   Reason for return

2.    GNC Order Control will reply to all return requests within 3 business
      days. GNC Order Control will provide Return Authorization Instructions,
      Return Authorization Form and a Return Authorization Number to Rite Aid
      for all return requests that are GNC Brand Products and for all return
      requests for Third Party Product that are approved. In the event that a
      return request is not approved, GNC Order Control will provide an
      explanation to Rite Aid as to the reason for disapproval.

3.    For approved returns, GNC will require Rite Aid to return product in its
      original cases and segregate all products by item.

4.    GNC will require that Rite Aid include the Return Authorization Number on
      all paperwork and communications regarding the return.

5.    GNC will require Rite Aid to return product within 60 business days of the
      receipt of the Return Authorization Form.

6.    GNC will require Rite Aid to pay for all costs incurred in transporting
      returned product to GNC's distribution center unless other instructions
      are contained in the Return Authorization Form.

7.    GNC will issue credit to Rite Aid upon processing all saleable returned
      products covered by the applicable Return Authorization Form.

<PAGE>

8.    Product for which credit will not be issued for non-conformance with
      number 7 above will be itemized and sent to Rite Aid for disposition. Rite
      Aid will have 30 days to provide disposition instructions. If no
      instructions are received, the items will be destroyed and Rite Aid will
      be charged 8% of the item's value for disposal.

9.    GNC will issue credit to Rite Aid on a per unit basis at the then current
      invoice price.

10.   GNC will credit Rite Aid within 21 days after processing all product
      contained in the return authorization.

11.   Any Rite Aid initiated deductions for returns will be immediately charged
      back. Only GNC processed credits will be accepted.

Attachments:

GNC Return Form
<PAGE>

                                GNC RETURN FORM

 ORIGIN
LOCATION ______________________________________  DATE__________   RA #__________

RETURN VIA ___________________________________________PER_______________________

ORIGIN CONTACT POINT ___________________________________________________________

<TABLE>
<CAPTION>
   ITEM #     GNC #    # CTNS    # EA     INV #        REASON FOR RETURN
<S>           <C>      <C>       <C>      <C>          <C>
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
</TABLE>

PLEASE FILL OUT FORM PRIOR TO CALLING ORDER CONTROL FOR RETURN AUTHORIZATION
NUMBER YOU MAY EITHER CALL 1-800-274-8558 OR FAX THIS FORM TO 412-749-5375.

TOTAL # CARTONS TO BE RETURNED_____________________________

DATE RETURNED TO GNC          _____________________________

WEIGHT _______________________PALLETS _____________________

                                    DRIVER SIGNATURE____________________________

COMMENTS________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

<PAGE>

            Exhibit IV.B. (4)-2 To The GNC/Rite Aid Retail Agreement

                        NUTRICIA MANUFACTURING USA, INC.
          SHIPMENT DISCREPANCY POLICY WITH RITE AID HDTQRS CORPORATION

      This policy addresses issues related to the shipment of product purchased
by RITE AID HDTQRS CORP. ("Rite Aid") from Nutricia Manufacturing USA, Inc.
("GNP"). Specifically, this policy addresses issues related to discrepancies
between amounts GNP considers shipped and amounts Rite Aid considers received.
The discrepancies addressed in this policy may result from over shipments, under
shipments, visible damage, concealed damage and expiration date issues. Products
purchased included GNC Brand Product, Third Party Product, PharmAssure Premium
product, PharmAssure Basic product, and Rite Aid Private Label product.

Consignment product will be controlled under the provisions of the Consignment
Agreement.

The following procedures will be followed in order to achieve agreement between
Rite Aid claimed discrepancies and GNP accepted discrepancies.

1.    GNP will include with each shipment of product, a Summary Packing Slip and
      a Detailed Packing Slip. The Detailed Packing Slip will contain all
      information, instructions and forms required to claim a shipment
      discrepancy.

2.    GNP will require a completed Packing List Discrepancy Worksheet for every
      invoice regardless of whether a discrepancy is claimed. For invoices where
      no discrepancy is claimed, the worksheet should be completed indicating
      that there is no discrepancy ("received clear").

3.    Rite Aid will fax a copy of all Packing List Discrepancy Worksheets to GNP
      Order Control at 412-749-5375.

4.    For all invoices where a discrepancy is claimed, GNP will require a copy
      of the receiving Bill of Lading to accompany the Packing List Discrepancy
      Worksheet. The final carton count on the Packing List Discrepancy
      Worksheet must agree with the total carton count indicated on the Bill of
      Lading.

5.    GNP will require a contact person with a telephone, e-mail address, or fax
      number for every Packing Slip Discrepancy worksheet faxed by Rite Aid.

6.    GNP will require that all discrepancies be reported in the above manner to
      GNP Order Control within 21 days of the invoice date.

7.    For accepted and approved discrepancies, GNP order Control will provide
      Rite Aid with a discrepancy control number to validate the approval and
      processing of the discrepancy within 3 business days. This discrepancy
      control number will be provided to the Rite Aid contact person indicated
      on the original transmission of the Packing List Discrepancy Worksheet.

8.    GNP will issue credit against the original invoice on a per unit basis,
      prices consistent with the original invoice.

9.    For product not refused and returned to the driver at the time of
      delivery, GNP will require disposition of damaged or expiring product by
      either of the following:

<PAGE>

      (a)   a return of the product by Rite Aid in accordance with the General
            Nutrition Sales Corporation Product Return Policy using the GNC
            Return Form or

      (b)   receipt of a Proof of Destruction from Rite Aid.

10.   GNP will credit Rite Aid after processing the discrepancy.

11.   Rite Aid initiated deductions will reference the original GNP invoice
      number and include specific line item details. These deductions can be
      cross referenced back to GNP initiated credit memos referencing the
      original invoice number.

12.   GNP will require Rite Aid to reference the GNP invoice number and the
      discrepancy control number in any correspondence dealing with shipment
      discrepancies.

Attachments:

Example Instruction Sheet for interpreting GNP shipping documents.
Example Detailed Packing List
Example Summary Packing List
Example Case-Pick Label
Example Packing List Discrepancy Worksheet
Example Bill of Lading
Example GNC Return Form

<PAGE>

                         GENERAL NUTRITION DISTRIBUTION
                             BUNCHER INDUSTRIAL PARK
                         OHIO RIVER BLVD. & FERRY STREET
                              LEETSDALE, PA, 15056

From: Phil Bolalek, (412) 749-5334                           16 October 2000

To: Wholesale Customers

Subject: Interpreting GNC Shipping Documents

The following pages are intended to familiarize you with the shipping documents
that will accompany shipments from GNC facilities. The location and meaning of
the information provided in these documents are included on each Figure.

The documents included with each shipment are: a Bill of Lading for each invoice
(and a Master Bill of Lading if more than 1 invoice is sent in a shipment), a
packing ship, and a packing slip summary. Additionally you win use the case-pick
label, pallet placard, and Discrepancy Worksheet in finalizing the receipt.

Each pallet will be identified by a placard that will contain the Destination,
Purchase Order Number, GNC Invoice Number, and sequence number of the pallet.
This should match the GNC invoice number on both the Packing Slip and the
Summary Packing Slip. An important part of the Packing Slip is the section
entitled "Packing List by Item Number" (Fig. 1). This will provide you with the
GNC item number that can be cross-referenced to your item number. You can also
use the UPCs included in the Summary Packing Slip (Fig. 2) to cross-reference
your item number. The Summary Packing Slip is in UPC sequence and contains a
(??) of cartons of each item in the order.

Individual cases are identified by a Case-Pick Label (Fig.3), this label
provides most of the information you need to receive the item (Note: When
separating items it is easier to sort items by the bold print of the "Location"
code.). Other important information includes case count, total number of cases
of each item, item description, UPC code and your purchase order number.

The "Packing List Discrepancy Worksheet" (Fig. 4) must be completed for each
invoice whether or not there are any discrepancies. Please fax these completed
sheets to (412) 749-5375. This allows us to close out the invoice and complete
our processing. Different types of discrepancies and the proper way to report
them are also shown in Fig. 4

The Bill of Lading (Fig. 5) must also be properly completed to support your
receipt of the shipment and any discrepancies. Be sure to indicate carton
overages/shortages, visible damages, and total cartons received.

Any questions you have on these documents or any other receiving problems can be
directed to me at (412) 749-5334 from 8AM to 5PM EST or you may leave a
voice-mail and I'll return your call as soon as possible.

<PAGE>

                           EXPLANATION OF PACKING LIST
                                   (FIGURE 1)

                         [EXAMPLE DETAILED PACKING LIST]

<PAGE>

                       EXPLANATION OF SUMMARY PACKING LIST
                                   (FIGURE 2)

                         [EXAMPLE SUMMARY PACKING LIST]

<PAGE>

                            WHOLESALE CASE PICK LABEL
                                   (FIGURE 3)

                            [EXAMPLE CASE-PICK LABEL]

<PAGE>

                             EXAMPLES-DISCREPANCIES
                                   (FIGURE 4)

                  [EXAMPLE PACKING LIST DISCREPANCY WORKSHEET]

<PAGE>

                                 BILL OF LADING
                                   (FIGURE 5)

                            [EXAMPLE BILL OF LADING]

<PAGE>

                                 GNC RETURN FORM

 ORIGIN
LOCATION ______________________________________  DATE__________    RA#__________

 RETURN VIA ___________________________________________PER______________________

ORIGIN CONTACT POINT ___________________________________________________________

<TABLE>
<CAPTION>
   ITEM #     GNC #     # CTNS     # EA     INV #       REASON FOR RETURN
<S>           <C>       <C>        <C>      <C>         <C>
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
</TABLE>

PLEASE FILL OUT FORM PRIOR TO CALLING ORDER CONTROL FOR RETURN AUTHORIZATION
NUMBER YOU MAY EITHER CALL 1-800-274-8558 OR FAX THIS FORM TO 412-749-5375.

TOTAL # CARTONS TO BE RETURNED_______________________________

DATE RETURNED TO GNC          _______________________________

WEIGHT ______________________ PALLETS ________________________

                               DRIVER SIGNATURE_________________________________
COMMENTS________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________