Exhibit 10.1


                        AGREEMENT AND GENERAL RELEASE AND WAIVER


                  GAIL MONTGOMERY residing at 94 Seminary Road, Bedford, New
         York 10506 (the "Employee") and NUTRITION 21, INC. with its principal
         office at 4 Manhattanville Road, New York 10577 (the "Company" or
         "Nutrition 21"), on behalf of itself and its officers, directors,
         shareholders, employees, agents and parent, affiliates, predecessor,
         successor, subsidiary, and other related companies, and each of them
         jointly and severally (hereinafter singularly and collectively referred
         to as the "Company"), hereby enter into the following Agreement and
         General Release and Waiver (the "Agreement"), concerning the Employee's
         resignation from the Company.

                  1. The Employee confirms that on November 3, 2005 she resigned
         as a director, officer and employee of the Company and its subsidiaries
         and affiliates, and that she was thereafter given at least 21 days to
         consider this Agreement and decide for herself whether or not she wants
         to sign this Agreement.

                  2. The Employee consulted with and negotiated through Kurzman
         Eisenberg et al., attorneys of her choice, concerning this Agreement
         and the implications of Employee signing or not signing the Agreement.

                  3. The Employee has carefully considered other alternatives to
         executing this Agreement and has entered into this Agreement
         voluntarily and of the Employee's own free will.

                  4. The Employee is entitled to change her mind and revoke this
         Agreement within seven days after signing it. This Agreement will
         become effective only if Employee has not exercised her option to
         revoke the Agreement within seven days after its execution and Employee
         complies with paragraph eleven (11) of this Agreement.

                  5. If this Agreement becomes effective:

         Nutrition 21 will for the period to end eight months after the date of
         her resignation (November 3, 2005) pay to Employee amounts equal to the
         salary installments she would have received during this period at the
         rate of pay that applied prior to her resignation. For the avoidance of
         doubt, these payments will be made retroactive to November 3, 2005. All
         such payments shall be net of all applicable Federal and State taxes.
         The Company will make these deductions and forward said monies to the
         appropriate government agencies.

         Nutrition 21 will for the period to end six months after Employee's
         resignation (but not past the date, if any, on which Employee obtains
         employment that provides medical benefits), continue Employee's
         medical, dental and vision benefits.

         Nutrition 21 will pay to Employee $10,000 in respect of her legal and
         administrative fees and other costs within seven days following the
         effectiveness of this agreement..

         Nutrition 21 will pay to Employee $3,600 in respect of a car allowance,
         against return of her Company car to the Company within seven days
         following the effectiveness of this agreement.

         Employee may exercise her 1,450,000 vested stock options and her
         108,333 vested SAR's only until November 2, 2006. All unexercised
         options and SAR's shall expire at the close of business on November 2,
         2006. Employee will be permitted to simultaneously exercise her options
         and sell the option shares through a broker designated by the Company
         who will simultaneously with the sale wire the exercise price to the
         Company.

         Employee acknowledges that she has no other options or SAR's, and that
         all non-vested options and SAR's have expired.

<PAGE>
                  6. The Employee acknowledges that she knows that there are
         various State and Federal laws which prohibit employment discrimination
         on the basis of age, sex, race, color, creed, national origin, marital
         status, religion, disability, veteran status, or other protected
         classifications and that these laws are enforced through the Federal
         Equal Employment Opportunity Commission, and various state, city,
         county and local human rights agencies. In particular, the Employee
         knows that she may have rights under the Federal Age Discrimination in
         Employment Act, which prohibits companies from discriminating against
         employees because of their age. In consideration for the Company making
         the payment described in paragraph five (5) of this Agreement, which
         the Employee is not otherwise entitled to receive, the Employee intends
         to voluntarily give up any rights she may have under these or any other
         laws with respect to her prior employment with the Company or
         termination of her employment, including her rights under the Age
         Discrimination in Employment Act. The Employee agrees that, as of the
         date of this Agreement, the Company has not (a) discriminated against
         her, (b) breached any express or implied contract with her, or (c)
         otherwise acted unlawfully toward her. In this regard, the Employee
         acknowledges she has received all compensation and benefits due her.

                  7. In exchange for the money and option exercise rights set
         forth in this Agreement, the Employee, her heirs, personal
         representatives, successors and assigns, hereby releases and discharges
         the Company, its successors, subsidiaries, and their officers,
         directors and employees ("Releasees") from all claims, liabilities,
         demands or causes of action, known or unknown, arising out of or in any
         way connected with or related to the Employee's employment and the
         termination thereof with the Company from the beginning of the world up
         to and including the effective date of this Agreement, except for
         rights granted under this Agreement and except for any indemnification
         rights under the Company's certificate of incorporation and by-laws.
         This includes, but is not limited to, claims of entitlement to change
         of control payments or to options and SAR's not referred to herein,
         wrongful discharge, breach of any implied or express contract, whether
         oral or written, fraud, misrepresentation, or any other tort. This also
         includes any claims based on any local, state or federal statute
         relating to age, sex, race, or any other form of discrimination such
         as, but not limited to, the Age Discrimination In Employment Act, Title
         VII of the Civil Rights Act of 1964, and other similar state and local
         anti-discrimination laws.

                  8. Cooperation

         Employee agrees to provide Nutrition 21 from time to time telephone
         consultation, and if deemed necessary by Nutrition 21, consultation in
         person at mutually agreeable times, which agreement on the part of
         Employee will not be unreasonably withheld, concerning her work for
         Nutrition 21. For the avoidance of doubt, Nutrition 21 is not requiring
         any substantive work from Employee. The consultation relates
         exclusively to such matters as, for example, interpreting handwritten
         notes that may be illegible, locating hard copy or computer files, etc.
         Employee also agrees to promptly sign and return documents that require
         Employee's signature, and have such documents notarized and/or
         witnessed if required, e.g. patent assignment documents.

         Employee will for no compensation cooperate fully and at reasonable
         times with the Company and its subsidiaries in all litigations and
         regulatory proceedings on which the Company or any subsidiary seeks
         Employee's assistance and as to which Employee had any knowledge or
         involvement. Without limiting the generality of the foregoing, Employee
         will be available to testify at such litigations and other proceedings,
         and will cooperate with counsel to the Company in preparing materials
         and offering advice in such litigations and other proceedings. Except
         as required by law and then only upon reasonable prior written notice
         to the Company, Employee will not in any way cooperate or assist any
         person or entity in any matter which is adverse to the Company or which
         is adverse to any person who at any time is or was an officer or
         director of the Company. Notwithstanding the foregoing, the Company
         will reimburse Employee for out of pocket expenses incurred in
         connection with attendance at litigation matters that require travel.

                  9. Employee agrees that at no time after November 3, 2005 will
         she disclose or use any confidential information received or acquired
         during the Employee's employment, including but not limited to trade
         secrets and any proprietary information. Employee agrees that until
         November 3, 2006, she will not directly or indirectly compete with
         Nutrition 21 or engage in or participate in any business (in whatever
         capacity, whether as owner, consultant, adviser, employee or
         otherwise), which competes with the business of Nutrition 21. The
         preceding sentence does not prohibit Employee from passively owning up
         to 2% of the voting securities of any entity that files public reports
         under the Securities Exchange Act of 1934; nor does it prohibit her
         from being employed by an entity that has a division that competes with
         the Company, so long as she is employed by a division of the entity
         that does not compete with the Company and she has no contact with
         divisions of the entity that do compete with the Company. This Section
         9 may be enforced by injunction (without posting bond or other
         security), as well as by other remedies.
<PAGE>

                  10. Employee will promptly advise the Company in writing
         should she at any time be contacted by any person or entity (including,
         without limitation, any private investigator) who seeks any information
         whatsoever with respect to the Company, or any of its employees,
         directors or officers, or any of its products, services or procedures,
         and she will shall forthwith furnish to the Company a complete and
         accurate report of all communications by or with any such person or
         entity. Employee confirms and acknowledges that she is aware of no
         publicly undisclosed information regarding the Company or its officers
         or directors which may be material to investors in the Company, lenders
         to the Company, or licensing, rating or regulatory entities. "Publicly
         undisclosed information" means information which is not contained in
         periodic reports filed by the Company under the Securities Exchange Act
         of 1934. Except as otherwise required by law (and then only upon 10
         days' prior written notice to the Company), neither party will from and
         after the date hereof in any way or to any person, denigrate or
         derogate the Company or any of its subsidiaries, or any person who was
         at any time an employee, officer or director of the Company, or any
         products, services or procedures, whether or not such denigrating or
         derogatory statements shall be true and are based on acts or omissions
         which were learned or are learned by heretofore or from and after the
         date hereof or on acts or omissions which occurred at any time
         heretofore or which occur at any time from and after the date hereof,
         or otherwise.

                  11. If she has not already done so, the Employee will
         forthwith return to the Company all Company property, proprietary
         documents and materials in the Employee's possession. Such property,
         documents, and materials include, but are not limited to, an
         automobile, computer hardware, telephones, keys, correspondence, notes
         and notebooks, drawings, prints, photographs, tape recordings,
         marketing information, sales information, customer information,
         customer lists, computer software disks and other written, typed,
         printed or recorded materials to which the Employee had access or which
         the Employee developed during the course of her employment with the
         Company and all copies thereof. The Employee will forthwith provide the
         Company with an inventory of the Company's property in her possession.

                  12. The Employee affirms that no promise, inducement or
         agreement not expressed in this Agreement has been made, and this
         Agreement contains the entire agreement of the parties.

                  13. This Agreement does not constitute an admission by the
         Company of any wrongful action or violation of any federal or state
         statute or common law rights, including those relating to the
         provisions of any law or statute concerning employment actions, or any
         other possible or claimed violation of law or rights. The federal and
         state courts sitting in the State of New York shall have exclusive
         jurisdiction with respect to this Agreement. Trial by jury is waived.

                  14. If a court of competent jurisdiction finds any provisions
         of this Agreement unenforceable under applicable law, the
         enforceability of all other provisions shall not be affected by such
         partial unenforceability, and the remainder shall continue to be
         binding and in full force and effect.

                  15. The Employee hereby agrees and acknowledges that since
         November 3, 2005 she has no longer been employed by the Company and
         further agrees and acknowledges that she will make no further attempt,
         at any time, to seek employment with the Company and/or any affiliated
         company, subsidiary, or division.

                  16. This Agreement shall not be interpreted in favor of or
         against either party on account of such party having drafted this
         Agreement.

                  17. If any party to this Agreement breaches any of the terms
         of this Agreement, then that party shall pay to the non-defaulting
         party all of the non-defaulting party's costs and expenses, including
         attorney's fees, incurred by that party in enforcing the terms of this
         Agreement.

                  18. This Agreement may be executed in any number of
         counterparts, each of which shall be deemed an original and all of
         which shall together constitute one and the same Agreement.

                  19. The parties shall execute any other instruments and/or
         documents that are reasonable or necessary to implement this Agreement.

                  20. The Employee agrees to keep this Agreement confidential
         and not to reveal its contents to anyone except her attorney or her
         financial consultant.

                  21. This Agreement constitutes the entire agreement between
         the Employee and the Company and it may only be modified, altered or
         changed in writing, signed by both the Company and the Employee. It may
         be signed in counterparts and by facsimile.

                  22. This Agreement shall be subject to and governed by the
         laws of the State of New York.
<PAGE>

                  BY SIGNING THIS AGREEMENT AND GENERAL RELEASE AND WAIVER, THE
         EMPLOYEE STATES THAT: SHE HAS READ IT; SHE UNDERSTANDS IT AND KNOWS
         THAT SHE IS GIVING UP IMPORTANT RIGHTS; SHE AGREES WITH EVERYTHING IN
         IT; SHE WAS TOLD, IN WRITING, TO CONSULT AN ATTORNEY BEFORE SIGNING IT;
         SHE HAS BEEN GIVEN THE OPPORTUNITY TO REVIEW THE AGREEMENT FOR 21 DAYS
         AND THINK ABOUT WHETHER OR NOT SHE WANTED TO SIGN IT; AND SHE HAS
         SIGNED IT KNOWINGLY AND VOLUNTARILY.

                  THEREFORE, the Employee and the Company now voluntarily and
         knowingly execute the Agreement and General Release and Waiver as of
         this 30th day of November 2005.





                                /s/  Gail Montgomery
                                -----------------------------
                                Gail Montgomery





                                NUTRITION 21, INC.


                                By: /s/  Benjamin T. Sporn