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                                                                   EXHIBIT 10.27



                 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).


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        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


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* 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.


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               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



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               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 $[*]
               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.

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* 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.


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        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
                                                  ------------------------------


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