AMENDMENT NO. 1 TO THE
                    $100,000,000 1998 TERM CREDIT AGREEMENT 
                          DATED AS OF DECEMBER 16, 1998

                          Dated as of December 16, 1998

     AMENDMENT NO. 1 TO THE $100,000,000 1998 TERM CREDIT AGREEMENT, dated as of
December  16,  1998,  among  General  Nutrition,  Incorporated,  a  Pennsylvania
corporation and General Nutrition Corporation,  a Pennsylvania  corporation (the
"Borrowers"),   General  Nutrition  Companies,   Inc.,  a  Delaware  corporation
("GNCI"),  the banks,  financial  institutions and other  institutional  lenders
listed as  restatement  lenders on the signature  pages hereof (the  "Lenders"),
Banque Nationale de Paris ("BNP"), as administrative  agent and as documentation
agent (the "Agent") for the Lenders, PNC Bank, National Association and ABN AMRO
Bank N.V., as syndication agents for the Lenders (the ?Syndication Agents?).

     PRELIMINARY STATEMENTS:

     (1) The Borrowers,  GNCI, the Lenders, the Agent and the Syndication Agents
have entered into a $100,000,000  1998 Term Credit  Agreement dated as of August
10, 1998 (the "Credit  Agreement").  Capitalized  terms not otherwise defined in
this Amendment have the same meanings as specified in the Credit Agreement.

     (2) The  Borrowers  have  requested  that the  Lenders  consent  to certain
amendments to the Credit  Agreement to permit (i) the  Supplemental  Lenders (as
hereinafter  defined) to make Supplemental  Advances (as hereinafter defined) on
the terms and conditions set forth below and (ii) an increase in the Commitments
and  additional  Borrowings  under the  Facility  for the  purposes set forth in
Section 2.13 of the Credit Agreement.

     (3) The Lenders are, on the terms and conditions  stated below,  willing to
grant the  requests of the  Borrowers  and the  Borrowers  and the Lenders  have
agreed to amend the Credit Agreement as hereinafter set forth.
 
     SECTION  1.  Amendments  to  Credit  Agreement.  The  Credit  Agreement  is
effective  as of  the  date  hereof  and  subject  to  the  satisfaction  of the
conditions precedent set forth in Section2, hereby amended as follows:

     (a) Amendments to Section 1.01. Section 1.01 is amended as follows:

 
     "Commitment"  means, with respect to any Lender at any time, the amount set
forth  opposite  such  Lender's  name on  Schedule  I hereto  under the  caption
"Commitment"  and any  Supplemental  Commitment  or, in either case, if any such
Lender has entered into one or more Assignments and Acceptances,  the amount set
forth for such Lender in the Register  maintained  by the  Administrative  Agent
pursuant  to Section  8.07(c) as such  Lender's  "Commitment"  or  "Supplemental
Commitment",  as such amount may be reduced at or prior to such time pursuant to
Section 2.03.

     (ii) the definition of "Facility" is amended in full to read as follows:

     "Facility"  means,  at any  time,  the  aggregate  amount  of the  Lenders'
Commitments and the Supplemental Lenders' Supplemental Commitments at such time.

     (iii) the definition of "Lenders" is amended in full to read as follows:

     "Lenders"  means the Lenders  listed on the  signature  pages  hereof and a
Supplemental Lender that has a Supplemental Commitment pursuant to Amendment No.
1 and each Eligible  Assignee that shall become a party to the Credit  Agreement
pursuant to Section 8.07.

     (iv) certain new definitions are added to read as follows:

     "Supplemental Advance" has the meaning specified in Section 2.01(a).

     "Supplemental  Borrowing"  means a  Borrowing  consisting  of  simultaneous
Supplemental Advances of the same type made by one or more Supplemental Lenders.

     "Supplemental Commitment" means, with respect to any Supplemental Lender at
any time, either the amount set forth opposite such  Supplemental  Lender's name
on  Schedule  I  hereto  under  the  caption  "Supplemental  Commitment"  or the
aggregate  amount set forth in the  Register  by the Agent  pursuant  to Section
2.01(b) for such  Supplemental  Lender as its ?Supplemental  Commitment?  on any
future date on or before  January 31, 1999, in any event in an aggregate  amount
not to exceed  $50,000,000,  or, in either case, if such Supplemental Lender has
entered into one or more Assignments and  Acceptances,  the aggregate amount set
forth  for  such  Supplemental   Lender  in  the  Register   maintained  by  the
Administrative  Agent pursuant to Section 8.07(e) as such Supplemental  Lender's
"Supplemental  Commitment",  as such  amount  may be reduced at or prior to such
time pursuant to Section 2.05.


     "Supplemental  Commitment  Date"  has  the  meaning  specified  in  Section
2.01(b)(ii).

     "Supplemental  Lender"  means the  Lenders  listed on the  signature  pages
hereof and any other  Persons  who shall  enter into a  Supplemental  Commitment
pursuant to Section 2.01(b).

     "Supplement Date" has the meaning specified in Section 2.01(b)(i).

     (b) Section 2.01 is amended to add, after the caption thereof,  "(a)" and a
new sentence is added following the second sentence of such Section 2.01 to read
as follows:

     In addition to the "Advances" made by the Lenders  pursuant to this Section
2.01, each  Supplemental  Lender severally  agrees,  on the terms and conditions
hereinafter set forth, to make advances (each, a "Supplemental  Advance") to the
Borrowers  on any  Business Day on or prior to January 31, 1999 in an amount not
to exceed such Supplemental Lender's Supplemental Commitment at such time.

     (c) Section 2.01 is further  amended by adding a new subsection (b) to read
as follows:

     "(b)  Supplemental  Advances.  (i) The  Borrowers  may at any time prior to
January 31, 1999, by notice to the  Administrative  Agent,  obtain  Supplemental
Commitments in an aggregate amount not to exceed  $50,000,000 to be effective as
of each such date  (each,  a  "Supplement  Date")  specified  by notice from the
Administrative Agent to the Borrowers;  provided, however, that no Default shall
have  occurred and be  continuing  as of the date of either such notice or as of
the Supplemental Date or shall occur as a result thereof.

     (ii) The  Administrative  Agent shall promptly notify such Lenders or other
Persons that could be Eligible  Assignees of such request by the  Borrowers  for
Supplemental Commitments,  which notice shall include (x) the proposed amount of
such requested  Supplemental  Commitments,  (y) the proposed Supplement Date and
(z) the  date by which  Lenders  or such  other  Persons  wishing  to enter into
Supplemental Commitments must commit thereto (the "Supplement Commitment Date").
Each  Lender  or other  Person  so  notified  that is  willing  to enter  into a
Supplemental Commitment shall give written notice to the Administrative Agent on
or  prior  to the  Supplemental  Commitment  Date of the  amount  by which it is
willing  to enter  into a  Supplemental  Commitment.  If such  Lenders  or other
Persons  notify the  Administrative  Agent  that they are  willing to enter into
Supplemental  Commitments  by  an  aggregate  amount  that  exceeds  the  amount
permitted by Section 2.01(b)(i), the requested Supplemental Commitments shall be
allocated among such Lenders and other Persons willing to participate therein in
such amounts as are determined by the Administrative Agent.

     (iii) On or before each Supplement  Date, each  institution  that agrees to
enter into a  Supplemental  Commitment  shall commit  thereto and shall become a
Lender  party to this  Agreement  as of such  Supplement  Date or, if  already a
Lender, the Term Commitment of such Lender for such Supplement  Commitment shall
be so  increased  by such  amount (or by the  amount  allocated  to such  Lender
pursuant to the last  sentence  of Section  2.05(b)(ii))  as of such  Supplement
Date; provided, however, that the Administrative Agent shall have received on or
before such Supplement Date the following, each dated such date:

     (x) a lender supplement from each  Supplemental  Lender that is not then an
existing Lender, in form and substance  acceptable to the Administrative  Agent,
duly executed by each such Supplemental Lender, the Administrative Agent; and

     (y)  confirmation  from each  Supplemental  Lender that is then an existing
Lender of the increase in the amount of its Supplemental Commitment in a writing
satisfactory to the Borrower and the Administrative Agent.

     On each Supplement  Date,  upon  fulfillment of the conditions set forth in
the  immediately   preceding   sentence  of  this  Section   2.01(b)(iii),   the
Administrative  Agent shall notify the Lenders  (including,  without limitation,
each  Supplemental  Lender) and the Borrowers,  on or before 1:00 P.M. (New York
City time), by telecopier or telex, of the  Supplemental  Commitments to be made
effective on such  Supplement Date and shall record in the Register the relevant
information with respect to each Supplemental Lender on such date.

     (d)  Section  2.10(a)  is amended  by  adding,  after the  second  sentence
thereof, a new sentence, to read as follows:

     Upon any Supplemental  Lender becoming a Lender hereunder as a result of a
Supplemental  Commitment pursuant to Section 2.01(b) and upon the Administrative
Agents  acceptance of such Lenders  supplement  referred to in Section 2.01(b)
and recording of the  information  contained  therein in the Register,  from and
after the  Supplement  Date  applicable  to such  Supplemental  Commitment,  the
Administrative Agent shall make payments hereunder and under the Notes issued in
connection  therewith  in  respect  of  the  interest  assumed  thereby  to  the
Supplemental Lender.

     (e)  Schedule  I to  the  Credit  Agreement  is  supplemented  to  add  the
Supplemental  Commitments of the Supplemental Lenders as set forth on Schedule I
to this Amendment.

     SECTION  2.  Conditions  of  Effectiveness.  This  Amendment  shall  become
effective as of the date hereof  when,  and only when the  Administrative  Agent
shall have received:

     (a)  counterparts  of this Amendment  executed by the Borrowers,  GNCI, the
Agent,  the  Syndication  Agent and the Lenders  or, as to any of such  Lenders,
advice  satisfactory to the  Administrative  Agent that such Lender has executed
this Amendment, and the consent attached hereto (the "Consent") executed by each
of the Loan Parties other than the Borrowers;

     (b)  Certified  copies  of the  resolutions  of the Board of  Directors  of
(i) each of the Borrowers approving this Amendment and the matters  contemplated
hereby and thereby and (ii) each of the other Loan Parties  evidencing  approval
of the Consent and the matters contemplated hereby and thereby;

     (c) A certificate of the Secretary or an Assistant Secretary of each of the
Borrowers and of each of the other Loan Parties,  respectively,  certifying  the
names and true signatures of the officers,  of each of the Borrowers and of each
of the other Loan Parties, respectively, authorized to sign, in the case of each
of the  Borrowers,  this  Amendment,  and, in the case of each of the other Loan
Parties, the Consent.

     (d) A  favorable  opinion  of  counsel  to the  Borrowers  and  the  Parent
Guarantor, in form and substance satisfactory to the Administrative Agent.

     (e) A  certificate  signed  by a duly  authorized  officer  of  each of the
Borrowers, stating that:

     (i) The representations  and warranties  contained in Section 3 are correct
on and as of the date of such  certificate as though made on and as of such date
other than any such representations or warranties that, by their terms, refer to
a date other than the date of such certificate; and

     (ii) No event has occurred and is  continuing  that  constitutes  a Default
under the Loan Documents.

     SECTION 3.  Representations and Warranties of the Borrowers.  The Borrowers
represent and warrant as follows:

     (a) Each Loan Party is a corporation  duly organized,  validly existing and
in good standing under the laws of the jurisdiction of its incorporation.

     (b) The  execution,  delivery  and  performance  by each Loan Party of this
Amendment, the Consent and the Loan Documents, as amended hereby, to which it is
or is to be a party are within such Loan  Party's  corporate  powers,  have been
duly authorized by all necessary corporate action and do not (i) contravene such
Loan  Party's  charter  or  bylaws,  (ii) violate  any law  (including,  without
limitation,  the Securities Exchange Act of 1934, as amended,  and the Racketeer
Influenced and Corrupt  Organizations Chapter of the Organized Crime Control Act
of 1970), rule or regulation (including, without limitation, Regulation X of the
Board of Governors of the Federal Reserve System), or any order, writ, judgment,
injunction, decree, determination or award, (iii) conflict with or result in the
breach  of, or  constitute  a  default  under,  any  contract,  loan  agreement,
indenture,  mortgage,  deed of trust,  lease or other  instrument  binding on or
affecting such Loan Party, any of its Subsidiaries or any of their properties or
(iv) result in or require the  creation or  imposition  of any Lien upon or with
respect to any of the properties of such Loan Party or any of its Subsidiaries.

     (c) No  authorization  or approval or other  action by, and no notice to or
filing with, any  governmental  authority or regulatory  body or any other third
party is  required  for the due  execution,  delivery,  recordation,  filing  or
performance by any Loan Party of this Amendment,  the Consent or any of the Loan
Documents,  as  amended  hereby,  to which  it is or is to be a party.  (d) This
Amendment  has been duly  executed and delivered by each Loan Party party hereto
and the Consent has been duly  executed  and  delivered by each Loan Party party
thereto.  This Amendment,  the Consent and each of the other Loan Documents,  as
amended hereby, to which such Loan Party is a party are legal, valid and binding
obligations  of  such  Loan  Party,  enforceable  against  such  Loan  Party  in
accordance with their respective terms.

     (e) There is no  action,  suit,  investigation,  litigation  or  proceeding
affecting  any  Loan  Party  or any of their  Subsidiaries  (including,  without
limitation,  any  Environmental  Action) pending or threatened before any court,
governmental  agency  or  arbitrator  that  (i) is  reasonably  likely to have a
Material  Adverse Effect or  (ii) purports  to affect the legality,  validity or
enforceability  of  this  Amendment,  the  Consent  or  any of  the  other  Loan
Documents, as amended hereby.

     SECTION 4. Reference to and Effect on the Loan Documents.  (a) On and after
the  effectiveness of this Amendment,  each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Credit  Agreement,  and each  reference  in the Notes and each of the other Loan
Documents to "the Credit  Agreement",  "thereunder",  "thereof" or words of like
import referring to the Credit  Agreement,  shall mean and be a reference to the
Credit Agreement, as amended by this Amendment.

     (b) The Credit Agreement,  as specifically  amended by this Amendment,  and
the Notes are and shall  continue  to be in full force and effect and are hereby
in all respects ratified and confirmed.

     (c) The execution,  delivery and effectiveness of this Amendment shall not,
except as expressly provided herein,  operate as a waiver of any right, power or
remedy  of any  Lender  or  the  Administrative  Agent  under  any  of the  Loan
Documents,  nor  constitute  a  waiver  of any  provision  of  any  of the  Loan
Documents.

     SECTION 5. Costs,  Expenses. The Borrowers agree to pay on demand all costs
and expenses of the  Administrative  Agent in connection  with the  preparation,
execution,  delivery  and  administration,  modification  and  amendment of this
Amendment  and the other  instruments  and  documents to be delivered  hereunder
(including,  without limitation, the reasonable fees and expenses of counsel for
the  Administrative  Agent) in accordance  with the terms of Section 8.04 of the
Credit Agreement.

     SECTION 6. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which taken together shall  constitute but one and the same agreement.  Delivery
of an executed  counterpart  of a signature page to this Amendment by telecopier
shall be  effective  as  delivery  of a manually  executed  counterpart  of this
Amendment.

     SECTION  7.  Governing  Law.  This  Amendment  shall be  governed  by,  and
construed in accordance with, the laws of the State of New York.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed by their respective officers thereunto duly authorized,  as of the date
first above written.

                        GENERAL NUTRITION, INCORPORATED,
                                   as Borrower


                                       By
                                     Title:



                         GENERAL NUTRITION CORPORATION,
                                   as Borrower


                                       By
                                     Title:



                        GENERAL NUTRITION COMPANIES, INC.


                                       By
                                     Title:



                                                                         BANQUE
                               NATIONALE DE PARIS,
                  as Administrative Agent, Documentation Agent
                                   and Lender


                                       By
                                     Title:


                                       By
                                     Title:



                         PNC BANK, NATIONAL ASSOCIATION,
                         as Syndication Agent and Lender


                                       By
                                     Title:



                               ABN AMRO BANK N.V.,
                        as Syndication Agent and Lender


                                       By
                                     Title:


                                       By
                                     Title:
                          KEYBANK NATIONAL ASSOCIATION,
                                   as Lender


                                       By
                                     Title:


                            PILGRIM PRIME RATE TRUST,
                                    as Lender


                                       By
                                     Title:

     CONSENT Dated as of December 16,1998 The undersigned, (a) General Nutrition
Companies,   Inc.,  a  Delaware  corporation  ("GNCI")  and  General  Nutrition,
Incorporated ("GNI"); GNI and GNCI each being a "Guarantor";  collectively being
the  "Guarantors")  under the Parent  Guaranty  dated as of August 10, 1998 (the
"Guaranty") and (b) each of the undersigned  Persons designated on the signature
pages hereof as a "Subsidiary Guarantor" (each, a "Subsidiary  Guarantor") under
the Subsidiary Guaranty dated as of August 10, 1998 (the "Subsidiary Guaranty"),
in each case in favor of the  Agent,  for its  benefit  and the  benefit  of the
Lenders  parties to the Credit  Agreement  referred to in the Amendment to which
this Consent is attached,  hereby  consent to such  Amendment and hereby confirm
and agree that notwithstanding the effectiveness of such Amendment,  each of the
Guaranty  and the  Subsidiary  Guaranty  shall  continue to be in full force and
effect and is hereby ratified and confirmed in all respects, except that, on and
after the  effectiveness  of such Amendment,  each reference in the Guaranty and
the Subsidiary  Guaranty to the "Credit Agreement",  "thereunder",  "thereof" or
words of like import shall mean and be a reference to the Credit  Agreement,  as
amended by such Amendment and each reference in the Guaranty to the  "Guaranty",
"thereunder", "thereof" or words of like import shall mean and be a reference to
the Parent Guaranty, as amended by such Amendment.

                          GENERAL NUTRITION COMPANIES,
                                      INC.


 
                                   By Title:

                         GENERAL NUTRITION, INCORPORATED


 
                                   By Title:

                              SUBSIDIARY GUARANTORS

                                GENERAL NUTRITION
                                   CORPORATION


                                       By
                                     Title:
                                    Address:


                           GENERAL NUTRITION PRODUCTS,
                                      INC.


                                       By
                                     Title:
                                    Address:


                         NATURE?S FRESH NORTHWEST, INC.


                                       By
                                     Title:
                                    Address:


                   GENERAL NUTRITION GOVERNMENT SERVICES, INC.


                                       By
                                     Title:
                                    Address:






                          GNC (CANADA) HOLDING COMPANY


                                       By
                                     Title:
                                    Address:



                          GENERAL NUTRITION INVESTMENT
                                    COMPANY


                                       By
                                     Title:
                                    Address:


                      GENERAL NUTRITION DISTRIBUTION, L.P.,
                                formerly known as
                                GENERAL NUTRITION
                                 SERVICES, INC.


                                       By
                                     Title:
                                    Address:


                              GNC FRANCHISING, INC.


                                       By
                                     Title:
                                    Address:





                                   GNC LIMITED


                                       By
                                     Title:
                                    Address:


                      GENERAL NUTRITION INTERNATIONAL, INC.


                                       By
                                     Title:
                                    Address:


                       GENERAL NUTRITION SALES CORPORATION


                                       By
                                     Title:
                                    Address:


                            GNC (UK) HOLDING COMPANY


                                       By
                                     Title:
                                    Address:


                            NATURE FOOD CENTRES, INC.


                                       By
                                     Title:
                                    Address:

                                    NFC, INC.


                                       By
                                     Title:
                                    Address:



                        GNC INTERNATIONAL HOLDINGS, INC.


                                       By
                                     Title:
                                    Address:


                                   Schedule I
                   Commitments and Applicable Lending Offices
                                   (continued)



                                   Schedule I
             Supplemental Commitments and Applicable Lending Offices
<TABLE>
<CAPTION>

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Name of Supplemental Lender                                         Supplemental           Domestic Lending Office and
                                                                    Commitment             Eurodollar Lending Office
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                                 <C>                    <C>                 
Pilgrim Prime Rate Trust                                            $15,000,000.00         2 Renaissance Square
                                                                                           40 North Central Avenue


       
                                                                                           Suite 1200
                                                                                           Phoenix, AZ 85004-4424
                                                                                           Tel: (602) 417-8212
                                                                                           Fax: (602) 417-8327
                                                                                           Attention: Michel Prince
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>