<PAGE>
                                                                   EXHIBIT 10.28




                                                                       Execution

                 AMENDMENT TO THE GNC/RITE AID RETAIL AGREEMENT



                                                                        MAY 2004

        THIS AMENDMENT (the "Amendment") to the GNC/Rite Aid Retail Agreement,
dated December 8, 1998, as amended November 20, 2000, by and between General
Nutrition Sales Corporation ("GNC") and RITE AID HDTQRS CORP. ("Rite Aid") as
assignee of Rite Aid Corporation (the "Agreement") is effective as of May 1,
2004. Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Retail Agreement and the Consignment Agreement.

        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 Article I. Grant Of License. A new Paragraph I. is added
after Paragraph H. as follows:

               "I. Rite Aid hereby commits to open the Business in a minimum of
               300 additional Locations by December 31, 2006 in accordance with
               the following requirements:

               The additional 300 minimum Businesses will be opened in Locations
               in accordance with the development schedule set forth below. Each
               Location must meet the Site Designation Criteria and the approved
               GNC Plan-O-Gram for the Location. Each possible Business Location
               approved by GNC shall thereafter be referred to as a "Designated
               Location." Prior to the effective date of this Amendment, Rite
               Aid has submitted approximately [*] possible Business Locations
               to GNC for their review. Designated Locations on the schedule can
               be exchanged consistent with current practices, but GNC shall not
               approve more than the number of Locations committed on the
               development schedule. If GNC has not approved the minimum
               non-cumulative number of possible Business Locations shown below
               by the dates set forth below and Rite Aid is not able to open the
               number of Locations required by the Development Schedule, the
               parties shall meet and agree on a revised Development Schedule
               extending the performance dates and quarterly commitments as
               appropriate.

               Minimum Number of possible Business Locations to be approved by
               GNC


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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.

<PAGE>

<TABLE>
<CAPTION>
                     Approved         Total Approved       Deadline for Approval
                     --------         --------------       ---------------------
<S>                                   <C>                  <C>
                       [*]                [*]                      [*]

</TABLE>

               In the event that following its approval, GNC desires to operate
               or franchise a GNC store within the Protected Territory of a
               Designated Location that is not yet opened or operating by Rite
               Aid, GNC shall provide Rite Aid with a right of first refusal for
               such Location and unless Rite Aid re-confirms the same as a
               Designated Location within thirty (30) days thereafter, the
               potential Location shall be deleted from the Agreement and GNC
               shall not be restricted from operating or franchising a GNC in
               such Location. If Rite Aid exercises it's Right of First Refusal
               the site must be developed in the following 6 months. Failure to
               develop the site will result in loss of approval and GNC may
               proceed with their development.

               -        Initial Fees for each of the new Locations operating the
                        Business shall be Sixteen Thousand Dollars ($16,000) per
                        Location; payable to GNC on the last day of each quarter
                        the Businesses were opened. If during any quarter less
                        than the full number of new Locations required by the
                        Development Schedule (taking into account one time, any
                        Location openings in prior periods in excess of the
                        minimum new Location operating requirements) are opened
                        and operating the Business, then Rite Aid shall pay to
                        GNC on the last day of such quarter a forfeiture payment
                        of Sixteen Thousand Dollars ($16,000) multiplied by the
                        shortfall. Amounts paid to GNC under this section as
                        forfeiture payments shall reduce the outstanding balance
                        of the development fee and shall be Rite Aid's sole
                        liability and GNC's sole remedy for the shortfall. If
                        the number of new Businesses opened during a quarter
                        exceed the full number of new Locations required by the
                        Development Schedule then the excess number of Locations
                        operating the Business may be applied one time to the
                        following quarter's or quarters' Business development
                        commitment.

               -        Rite Aid shall adhere to the following development
                        schedule for new Locations operating the Business:


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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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<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                                                 Cumulative Total Number of
                           Quarterly Commitment For              New Locations Operating the
                           New Locations Operating               Business which Rite Aid Shall
       By (Date)                 the Business                    Have Open and in Operation
----------------------------------------------------------------------------------------------
<S>                        <C>                                   <C>
June 30, 2004                        [*]                                      [*]
----------------------------------------------------------------------------------------------
September 30, 2004                   [*]                                      [*]
----------------------------------------------------------------------------------------------
December 31, 2004                    [*]                                      [*]
----------------------------------------------------------------------------------------------
March 31, 2005                       [*]                                      [*]
----------------------------------------------------------------------------------------------
June 30, 2005                        [*]                                      [*]
----------------------------------------------------------------------------------------------
September 30, 2005                   [*]                                      [*]
----------------------------------------------------------------------------------------------
December 31, 2005                    [*]                                      [*]
----------------------------------------------------------------------------------------------
March 31, 2006                       [*]                                      [*]
----------------------------------------------------------------------------------------------
June 30, 2006                        [*]                                      [*]
----------------------------------------------------------------------------------------------
September 30, 2006                   [*]                                      [*]
----------------------------------------------------------------------------------------------
December 31, 2006                    [*]                                      [*]
----------------------------------------------------------------------------------------------
</TABLE>

        2. Amendment of Article I. Grant of License. A new Paragraph J. is added
after new Paragraph I. above as follows:

               "J. Exclusivity Fee. In consideration for the continuation of the
        Non-Competition Clause of Article XI as previously amended and restated,
        Rite Aid shall pay to GNC an exclusivity fee of $[*] annually beginning
        on May 1, 2004 (which shall be paid within 10 days following full
        execution hereof) and each May 1 hereafter through and including May 1,
        2008.

        3. Amendment of Article II. "Term and Renewal." Paragraph II A. is
amended and restated as follows:

               "A. This Agreement and the license granted herein begin on
               December 8, 1998 and shall expire April 30, 2009, unless extended
               or terminated sooner in accordance with the terms and conditions
               of this Agreement. This Agreement shall be subject to early
               termination as described in new Paragraph IV.E. below."

        4. Amendment of Article II. "Term and Renewal," A new Paragraph II B.(3)
is hereby added to the Agreement as follows:

               "(3) All Initial Fees unpaid to date (as of April 1, 2004,
               $619,937) shall be paid in a lump sum to GNC within 10 days
               following the full execution of this Amendment."


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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.



                                       3
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        5. Amendment of Article II. "Term and Renewal," A new Paragraph II B.(4)
is hereby added to the Agreement as follows:

               "(4) During the Term and any extension of this Agreement Rite Aid
               shall pay to GNC license renewal fees of $[*] beginning March 17,
               2009 for each Store payable in lump sums at the 10th year
               anniversary date of each such Store's opening with the Business."

        6. Amendment of Article IV. A new Paragraph IV. E. "Minimum Product
Purchases" is hereby added to the Agreement as follows:

                "E. Minimum Product Purchases. As specified in the attached
               Exhibit A each specified period or calendar year Rite Aid shall
               have a minimum net GNC Brand Product (excluding Consignment
               Product) wholesale purchase requirement based on wholesale
               shipments of GNC Brand Product (the "Minimum Purchase
               Requirement").

               (1) If the aggregate shipments to Rite Aid of GNC Brand Product
               during the specified period or calendar year exceed the Minimum
               Purchase Requirement, for the applicable period, then Rite Aid
               shall be entitled to a rebate credit of 5% on the amount of
               shipments exceeding the Minimum Purchase Requirements during that
               period. If Rite Aid meets 100% of the Minimum Purchase
               Requirement on a full Contract Year or partial period, then Rite
               Aid may carry forward up to the excess between the 100% and 105%
               of that year's requirement to the next full Contract Year's
               Minimum Purchase Requirement or applicable partial period. If
               Rite Aid elects to carry over such portion, then the
               corresponding credit will be adjusted. The rebate will be
               determined and credited to Rite Aid within sixty (60) days of the
               applicable period end.

               (2) If the amount of shipments of GNC Brand Products to Rite Aid
               during the specified period or calendar year are less than the
               Minimum Purchase Requirement for GNC Brand Products for the
               applicable period (taking into account any adjustments for
               service level as provided in section 8 below), then Rite Aid
               shall pay to GNC on account of such shortfall the amounts
               calculated pursuant to the schedule for Minimum Requirements for
               GNC Brand Products attached hereto as Exhibit A. Although total
               Volume Requirements are identified on Exhibit A, the calculation
               of the payment for a shortfall in GNC Brand purchases shall be
               calculated separately from the calculation under the Amendment to
               Consignment Agreement for the payment for a shortfall, if any, in
               consignment volume. For illustration purposes only, if the amount
               of shipments of GNC Brand Products for the period May 2004
               through December 2004 are $[*] and


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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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               assuming no service level adjustments, the shortfall in this
               example is $[*] and the payment by Rite Aid to GNC would be
               calculated by multiplying [*]% ($[*] represents a [*]% shortfall
               of the $[*] requirement) times the Minimum Purchase Requirement
               for this period of $[*] which equals $[*]. Such amounts shall be
               invoiced by GNC and paid by Rite Aid to GNC within sixty (60)
               days of invoice.

               (3) Criteria for Minimum Purchase Requirement requirements.
               Attached hereto as Exhibit A is a schedule containing the Minimum
               Purchase Requirements for the initial period from May 1 to
               December 31, 2004 and each calendar year from 2005 to 2008, and
               January 1, 2009 to April 30, 2009. Prior to expiration of the
               April 2009 period, the parties will negotiate the Minimum
               Purchase Requirements for the subsequent year or period of years.
               The yearly Minimum Purchase Requirement shall be agreed to in
               writing by the parties.

               (4) If actual shipments in the aggregate from May 1, 2004 through
               December 31, 2006 are less than 75% of the aggregate Minimum
               Purchase Requirements through the same period (taking into
               account any adjustments for service level as provided in Section
               8 below) then GNC may, as its sole remedy (other than the
               shortfall payment provisions of subsection 2 above) immediately
               terminate the Agreement and the Consignment Agreement by sending
               a Notice of Early Termination to Rite Aid on or before February
               28, 2007. Provided, however, if actual shipments to Rite Aid of
               both categories of GNC Brand Product and Consignment Product
               combined aggregate 75% of the aggregate Minimum Purchase
               Requirements under this Amendment and the Minimum Volume
               Requirements under the May 2004 Amendment to the Consignment
               Agreement, then GNC will not have the above Early Termination
               right."

        7. Amendment of Paragraph IV.B. (1) "Product Purchases." Paragraph IV.
B.(1) is hereby amended and restated as follows:

               "(1) For GNC Brand Products in the GNC Plan-O-Gram not on
               consignment to Rite Aid the price to be paid by Rite Aid will be
               the GNP Standard Cost (calculated and determined consistent with
               past practices since December 8, 1998) in effect on the date the
               order is shipped multiplied by 1.719 with payment due forty-five
               (45) days from receipt of goods."



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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.



                                       5
<PAGE>
        8. Amendment of Article IV. Paragraph B. "Product Purchases." The second
to the last sentence of the first paragraph is amended and restated with the
following two sentences:

               "GNC will use its best efforts to supply Rite Aid under this
               Agreement at a ship rate service level of not less than [*]% on
               purchase orders placed by Rite Aid for GNC Brand Product,
               calculated on a dollar value (dollars ordered versus dollars
               shipped). There will be no penalties to GNC, but on an annual
               basis for every percentage point or points (including fractional
               for less than full percentage points) the actual ship rate is
               below the [*]% ship rate service level, then the Minimum Purchase
               Requirements for that same period shall be reduced by the same
               percentage point or points (including fractional for less than
               full percentage points)."

        9. Amendment of Article IV. B. (5). "Product Disposition." Paragraph IV.
B.(5) is hereby amended and restated as follows:

               "(5) Product Disposition. Effective May 1, 2004 the Rite Aid
               Returns Agreement for GNC Brand Products only is terminated,
               however, it shall continue in effect for GNC Consigned Product.
               In lieu thereof and commencing May 1, 2004, GNC shall provide
               Rite Aid with a [*]% off invoice allowance on all invoices for
               GNC Brand Products. Product shipment discrepancies shall be
               handled pursuant to the General Nutrition Products, Inc. Shipment
               Discrepancy Policy with Rite Aid HDTQRS Corp., attached to the
               November 2000 Amendment. Product recalls shall not be subject to
               these provisions. GNC shall continue to be responsible for GNC
               Brand Products recalled by the government, including FDA or by
               manufacturers. For recalls of GNC Brand Product initiated by GNC
               as well as for GNC Brand Products discontinued as a result of
               Plan-O-Gram changes, returns shall be limited to full unopened
               case quantities."

        10. Amendment of Article VI. "Duties of Rite Aid." A new Paragraph H. is
hereby added to the Agreement as follows:


                "H. Rite Aid shall implement the following merchandising and
        advertising criteria as follows:

                        1.      POP requirements as agreed to by the parties;

                        2.      End Caps requirements as agreed to by the
                                parties;

                        3.      Prominent placement of GNC's Mega Man and
                                Women's Ultra Mega, or other leading GNC Brand
                                Product designated by GNC



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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.



                                       6
<PAGE>
                                and agreed to by Rite Aid in very close
                                proximity to the pick-up or drop-off shelves at
                                the primary pharmacy customer counter;

                        4.      GNC Brand Products in the weekly Rite Aid
                                circular and Consigned Products at least monthly
                                in the weekly Rite Aid circular."

        11. Amendment of Article I. Grant of License. Paragraph E. is amended
and restated in its entirety as follows:

               "E. During the Term neither GNC nor any of its affiliates shall
operate a GNC or General Nutrition Center under the System or the Comprehensive
System or any part thereof or otherwise operate or grant any other person or
entity any franchise, right or license to operate a store kiosk or outlet within
a Protected Territory that distributes or sells GNC Brand Products; except that
GNC may relocate existing General Nutrition Center Stores within the perimeter
of a circle with a two (2) mile radius provided the relocated General Nutrition
Center Store is not within the perimeter of a circle that has a Location
operating the Business and a radius of one (1) mile. In addition, GNC will not
expand the protected territory of an existing GNC franchisee or licensee or
grant a larger protected territory to any GNC franchisee or licensee than that
provided to Rite Aid in this Agreement."

        12. Miscellaneous.

        (a)     Upon termination of this Agreement other than for default by
                Rite Aid or by GNC pursuant to its early termination rights in
                section 6 above, then Rite Aid shall have a nine (9) month
                transition period to fully cease operation of the Business.
                During this transition period, Rite Aid may continue to operate
                the Business pursuant to the Agreement, including use of the
                proprietary marks "GNC" and "GENERAL NUTRITION CENTER" and all
                other proprietary marks and distinctive forms, slogans, signs,
                symbols or devices associated with the System. All GNC quality
                and operating standards during this transition period must be
                maintained by Rite Aid. These transition provisions shall be in
                addition to the Product sell-thru rights granted to Rite Aid in
                Paragraph H of Article XV.

        (b)    The requirement for a minimum of twenty (20) hours per week by a
               staff of trained employees dedicated to promoting the Business
               specified in Article VI, Paragraph G of the Agreement, shall not
               apply to Business Locations contributing in the bottom twenty
               five percent (25%) of retail sales for the previous calendar
               year; provided however, that Rite Aid shall maintain in those
               Locations, the standards or procedures prescribed in the
               Agreement and pursuant to the System.

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



                                       7
<PAGE>
        IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Amendment as of May 1, 2004.


                                    GENERAL NUTRITION SALES CORPORATION

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


                                    RITE AID HDTQRS CORP.

                                    By: /s/ JAMES P. MASTRIAN
                                       -----------------------------------------
                                    Name: James P. Mastrian
                                         ---------------------------------------
                                    Title: Senior Executive Vice President
                                          --------------------------------------



                                       8
<PAGE>
                                                                       Execution



              EXHIBIT A TO THE RETAIL AGREEMENT MAY 2004 AMENDMENT

                                      [*]


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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.



                                       9
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   PAYMENTS REQUIRED IF RITE AID DOES NOT MEET THE ABOVE MINIMUM REQUIREMENTS

                                       [*]



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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.



                                       10