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                                                                   EXHIBIT 10.25


                      [SUBJECT TO STOCKHOLDER APPROVAL]

                             AMENDED AND RESTATED

                              STOCK OPTION PLAN

                         FOR NON-EMPLOYEE DIRECTORS OF

                            VITAMINSHOPPE.COM, INC.


                         EFFECTIVE AS OF AUGUST 1, 1999

                 AND AMENDED AND RESTATED AS OF MARCH 16, 2000
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                                  INTRODUCTION

                  VitaminShoppe.com, Inc., a corporation organized under the
laws of the State of Delaware (the "Corporation"), hereby adopts this Amended
and Restated Stock Option Plan for Non-Employee Directors of VitaminShoppe.com,
Inc. The purposes of this Plan are to further the growth, development and
financial success of the Corporation by providing additional incentives to its
Non-Employee Directors by offering them options to purchase the Corporation's
Class A Common Stock and thus aligning the interests of such directors with
those of the Corporation's shareholders.



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                                    SECTION 1
                                   DEFINITIONS

                  For purposes of this Plan, the following terms shall be
defined as follows unless the context clearly indicates otherwise:

                  A. "Business Combination" shall mean a merger, consolidation,
exchange offer or other business combination involving the Corporation and
another corporation.

                  B. "Change in Control" shall occur (x) when any person
(including any individual, firm, partnership or other entity) together with all
Affiliates and Associates (as defined under Rule 12b-2 of the General Rules and
Regulations promulgated under the Exchange Act) of such person, but excluding
(i) any person or any Affiliate or Associate thereof who is a direct or indirect
shareholder of the Corporation as of the effective date of the Plan, (ii) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Corporation or any subsidiary of the Corporation, or (iii) the Corporation
or any Subsidiary, becomes the beneficial owner (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of securities of
the Corporation representing a majority of the combined voting power of the
Corporation's then outstanding securities, other than by reason of a Business
Combination, (y) upon a Business Combination if the shareholders of the
Corporation (or Affiliates or Associates thereto) immediately prior to such
Business Combination do not, as of the date of such Business Combination (after
giving effect thereto), own a beneficial interest, directly or indirectly, in
shares of voting securities of the corporation surviving such Business
Combination having at least a majority of the combined voting power of such
surviving corporation's then outstanding securities or (z) upon a sale by the
Corporation of all or substantially all of its assets; provided that in the case
of (x), (y) or (z) shareholders of the Corporation receive cash in the event
giving rise to such Change of Control equal to at least 30% of the value of
their shares in the Corporation.

                  C. "Class A Stock" shall mean the Class A common stock, $.01
par value of the Corporation.

                  D. "Class B Stock" shall mean the Class B common stock, $.01
par value of the Corporation.

                  E. "Code" shall mean the Internal Revenue Code of 1986, as
amended, and the rules and regulations thereunder.

                  F. "Committee" shall mean the Board of Directors of the
Corporation or a committee appointed by the Board of Directors for purposes of
administration, operation and application of the Plan.

                  G. "Corporation" shall mean VitaminShoppe.com, Inc., a
Delaware corporation.

                  H. "Disability" shall have the same meaning as the term
"permanent and total disability" under Section 22(e)(3) of the Code.
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                  I. "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder.

                  J. "Fair Market Value" with respect to the Corporation's Class
A Stock shall mean: (i) in the event the Corporation's Class A Stock is not
publicly traded, the fair market value of such Class A Stock, as determined by
the Committee in good faith; (ii) in the event the Corporation's Class A Stock
is publicly traded, (x) on or prior to January 20, 2000, the average over the
ten business days ending on a Trading Day of the last reported sale price for
Class A Stock on each day or, in case no such reported sale takes place during
such period, the average of the closing bid and asked prices for the Class A
Stock on each day during such period ending on such Trading Day, in either case
on the principal securities exchange on which the Class A Stock is listed or
admitted to trading, and (y) following January 20, 2000, the fair market value
is the closing price per share of such Class A Stock of the Corporation on the
date of grant, and if such date is not a Trading Day, the date of grant shall be
deemed the closing price on the next Trading Day, as reported by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") or any
comparable system; (iii) if the Class A Stock is not listed on NASDAQ or a
comparable system, the average over the ten business days ending on a Trading
Day of the last reported sale price of the Class A Stock on each day or, if no
sale is publicly reported, the average of the closing bid and asked prices for
the Class A Stock on each day during such period ending on such Trading Day, as
furnished by two members of the National Association of Securities Dealers, Inc.
who make a market in the Class A Stock selected from time to time by the
Corporation for that purpose; and (iv) notwithstanding the foregoing, in
connection with an Option issued upon the commencement of an Initial Public
Offering, the public offering price of Class A Stock in such Initial Public
Offering. In addition, for purposes of this definition, a "Trading Day" shall
mean, if the Class A Stock is listed on any securities exchange, a business day
during which such exchange was open for trading or, if the Class A Stock is not
listed on any national securities exchange but is traded in the over-the-counter
market, a business day during which the over-the-counter market was open for
trading.

                  K. "Initial Public Offering" shall mean the closing of the
first firm commitment underwritten public offering of shares of the
Corporation's Class A Stock pursuant to a registration statement on Form S-1 (or
any successor form) filed with the Securities and Exchange Commission.

                  L. "Non-Employee Director" shall mean a director of the
Corporation who is not an employee of the Corporation or a Subsidiary and has
not, within one year immediately preceding the determination of such director's
eligibility, received any award under any plan of the Corporation or a
Subsidiary that entitles the participants therein to acquire stock, stock
options or stock appreciation rights of any such company (other than any other
plan under which participants' entitlements are governed by provisions meeting
the requirements of Rule 16b-3(c)(2)(ii) promulgated under the Exchange Act).



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                  M. "Option" shall mean an option to purchase shares of the
Corporation's Class A Stock pursuant to the Plan. Options granted under the Plan
are not intended to be "incentive stock options" within the meaning of Section
422 of the Code.

                  N. "Option Agreement" shall mean an Option Agreement to be
entered into between the Corporation and a Participant which shall set forth the
terms and conditions of the Options granted to such Participant and shall be
substantially in the form attached hereto as Exhibit A.

                  O. "Parent" shall mean a parent corporation of the Corporation
within the meaning of Section 424(e) of the Code.

                  P. "Participant" shall mean a Non-Employee Director who is
granted an Option under the Plan.

                  Q. "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations thereunder.

                  R. "Subsidiary" shall mean a subsidiary corporation of the
Corporation within the meaning of Section 424(f) of the Code.

                                    SECTION 2
                                 ADMINISTRATION

                  The Plan shall be administered by the Committee. Subject to
the provisions of the Plan, the Committee may establish from time to time such
regulations, provisions and procedures relating to the Plan and shall make all
determinations necessary or advisable for the administration of the Plan;
provided, however, that the Committee shall have no discretion with respect to
the selection of directors to receive Options under the Plan, the number of
shares subject to any Option, the exercise price of any Options (other than the
determination of Fair Market Value as provided herein), the date upon which any
Option shall become exercisable or the timing of grants of Options under the
Plan. A majority of the Committee shall constitute a quorum, and, subject to the
provisions of Section 5 of the Plan, the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in writing
by a majority of the Committee, shall be the acts of the Committee.







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                                    SECTION 3
                                SHARES AVAILABLE

                  Subject to adjustment as provided for in Section 7 of the
Plan, the maximum aggregate number of shares for which Options may be granted
under the Plan shall not exceed 300,000 shares of the Corporation's Class A
Stock. Shares of Class A Stock subject to Options granted under the Plan shall
be counted against the maximum number of shares for which Options may be
granted, but only to the extent that the option remains exercisable or has been
exercised. Stock Options awarded under the Plan may be fulfilled in accordance
with the terms of the Plan with either authorized and unissued shares of Class A
Stock, issued shares of Class A Stock held in the Corporation's treasury or
shares of Class A Stock acquired on the open market.

                                    SECTION 4
                       ELIGIBILITY; GRANT OF STOCK OPTIONS

                  Any individual who is a Non-Employee Director on the date of
adoption of this Plan shall be granted an Option to purchase 38,475 shares of
Class A Stock upon the commencement of an Initial Public Offering by the
Corporation. Any individual who is elected or appointed to serve as a
Non-Employee Director after the date of adoption of this Plan shall be granted
an Option to purchase 38,475 shares of Class A Stock as of the date of such
election or appointment. In addition, each Non-Employee Director shall be
granted an Option to purchase 5,000 shares of Class A Stock on the third
anniversary of his previous grant under the Plan.

                                    SECTION 5
                             AUTHORITY OF COMMITTEE

                  The Plan shall be administered by, or under the direction of,
the Committee, which shall have plenary authority to make all determinations
specified in or permitted by the Plan or deemed necessary or desirable for its
administration or for the conduct of the Committee's business and all actions
and decisions of the Committee shall be final and binding on all parties. All
interpretations and determinations of the Committee may be made in its sole
discretion and shall be final, conclusive and binding on all interested parties.
The authority of the Committee shall include, without limitation, the right to
the following:

                  A. Procedures for Exercise of Option. The establishment of
procedures for a Participant (i) to exercise an Option by payment of cash or any
other property acceptable to the Committee, (ii) to have withheld from the total
number of shares of Class A Stock to be acquired upon the exercise of an Option
that number of shares having a Fair Market Value, which, together with such cash
as shall be paid in respect of fractional shares, shall equal the option
exercise price of the total number of shares of common stock to be acquired,
(iii) to exercise all or a portion of an Option by delivering that number of
shares of Class A Stock already owned by him having a Fair Market Value equal to
the exercise price in the aggregate for the portion exercised and, in cases
where an Option is not exercised in its entirety, to permit the Participant to
deliver the shares of

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Class A Stock thus acquired by him in payment of shares of Common Stock to be
received pursuant to the exercise of additional portions of such Option, the
effect of which shall be that a Participant can in sequence utilize such newly
acquired shares of Class A Stock in payment of the exercise price of the entire
Option, together with such cash as shall be paid in respect of fractional
shares, and (iv) to engage in any form of "cashless" exercise; and

                  B. Procedures for Sale or Purchase of Class A Stock or
Options. The establishment of procedures for the sale or purchase of Class A
Stock or Options pursuant to Section 6 hereof.

                                    SECTION 6
                         EXERCISABILITY OF STOCK OPTIONS

                  A. General Provisions. Subject to the terms and conditions of
this Section 6 and of Section 7, the exercise price of the shares of Class A
Stock covered by each Option shall be the Fair Market Value of such shares on
the date of the grant. Each Option granted under the Plan shall become
exercisable as follows: (i) one-third upon the first anniversary of the date of
grant; (ii) one-third upon the second anniversary of the date of grant; and
(iii) one-third upon the third anniversary of the date of grant.

                  B. Term of Option. The date or dates on which such Options
shall become exercisable as to the number of shares of Class A Stock covered
thereby shall be set forth in the Option Agreement and each Option shall expire
ten (10) years from its date of grant.

                  C. Participant's Death. If a Participant dies while holding an
outstanding Option, such Option, to the extent exercisable (and not exercised)
on the date of his death (including Options which have vested and become
non-forfeitable pursuant to Section 7C below), shall remain so exercisable by
his estate (or other beneficiaries, as designated in writing by such
Participant) until the end of the exercise period under the Option, unless the
Committee shall otherwise provide at the time of the grant of the Option. So
long as there has been no Initial Public Offering and subject to any
restrictions or conditions set forth in applicable credit and other financing
agreements of the Corporation and to applicable law: (i) with respect to any
outstanding Option exercisable by the estate or beneficiary of a deceased
Participant (including Options which have vested and become non-forfeitable
pursuant to Section 7C below), such Participant's estate or beneficiary shall
have the right to sell to the Corporation during the one year period following
the date of death of the Participant, and the Corporation shall have the
obligation to purchase, such Option at the then Fair Market Value of a share of
Class A Stock less the exercise price; and (ii) with respect to shares of Class
A Stock held of record or beneficially by the estate or beneficiary of a
deceased Participant through the exercise of such Option, such estate or
beneficiary shall have the right to sell to the Corporation during the one year
period following the date of death of the Participant, and the Corporation shall
have the obligation to purchase, such shares at their then Fair Market Value.
Notwithstanding the foregoing provisions of this Section 6C, at any time during
the one year period following the date of death of the Participant , the
Corporation shall have the right in its sole discretion to purchase, and the
estate or beneficiary of the deceased Participant shall have the

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obligation to sell to the Corporation (i) any outstanding Option exercisable by
the estate or beneficiary (including Options which have vested and become
non-forfeitable pursuant to Section 7C below) at the then Fair Market Value of a
share of Class A Stock less the exercise price and (ii) any shares of Class A
Stock held of record or beneficially by the estate or beneficiary through the
exercise of an Option at their then Fair Market Value.

                  D. Participant's Termination. Except as otherwise set forth in
Section 7C below, if a Participant's service is terminated for any reason other
than as described in Sections 6C above or 6E below, or if such Participant is
not re-elected to his or her position, any then exercisable Option (including
Options which have vested and become non-forfeitable pursuant to Section 7C
below) shall remain exercisable until the end of the exercise period under such
Option and all Options not exercisable on the date of such termination shall be
forfeited and canceled. Notwithstanding the foregoing provisions of this Section
6D, so long as there has been no Initial Public Offering, the Corporation shall
have the right in its sole discretion to purchase during the one year period
following the date a Participant's service with the Corporation is terminated as
described in the preceding sentence, and the Participant shall have the
obligation to sell to the Corporation (i) any outstanding Option exercisable by
the Participant at the then Fair Market Value of a share of Class A Stock less
the exercise price and (ii) any shares of Class A Stock held of record or
beneficially by the Participant through the exercise of an Option at their Fair
Market Value.

                  E. Misconduct by Participant. If the Board of Directors
(excluding the Participant accused of such misconduct) determines a Participant
has committed a felony or an act of embezzlement, fraud, dishonesty, moral
turpitude, nonpayment of an obligation owed to the Corporation, breach of
fiduciary duty or deliberate disregard of the Corporation's rules resulting in
loss, damage or injury to the Corporation, or if a Participant makes an
unauthorized disclosure of the Corporation's trade secrets or confidential
information, engages in any conduct constituting unfair competition, induces any
of the Corporation's customers to breach a contract with the Corporation or
induces any principal for whom the Corporation acts as agent to terminate such
agency relationship, neither the Participant nor his estate shall be entitled to
exercise any Option whatsoever. In making such determination, the Board of
Directors shall provide the Participant an opportunity to appear and present
evidence on the Participant's behalf at a hearing before the Board of Directors
or a committee of the Board of Directors.


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                                    SECTION 7
                         ADJUSTMENT OF SHARES; MERGER OR
                     CONSOLIDATION, ETC. OF THE CORPORATION

                  A. Recapitalization, Etc. In the event there is any change in
the Class A Stock of the Corporation by reason of a reorganization,
recapitalization, stock conversion, stock split, stock dividend or otherwise,
there shall be (i) substituted for or added to each share of Class A Stock
thereafter subject, or which may become subject, to any Option, the number and
kind of shares of stock or other securities into which each outstanding share of
Class A Stock shall be so changed or for which each such share shall be
exchanged, or to which each such share shall be entitled, as the case may be,
and the per share exercise price thereof also shall be proportionately adjusted,
but only to the extent such adjustment is appropriate, and (ii) an appropriate
and proportionate adjustment in the maximum aggregate number of shares for which
Options may be granted pursuant to Section 3 of the Plan. The Committee shall
also make appropriate adjustments, if any, in the event there is any change in
the Class B Stock of the Corporation by reason of a reorganization,
recapitalization, stock conversion, stock split, stock dividend or otherwise
without corresponding changes to the Class A Stock.

                  B. Merger, Consolidation or Change in Control of Corporation.
Upon (i) the dissolution or liquidation of the Corporation or (ii) a Change in
Control (each event described in (i) and (ii), a "Liquidity Event"), the
Participant shall have the right immediately prior to the effective date of such
Liquidity Event (or, if later, within 10 days of the Participant's notification
of such event) to exercise any Option granted and still outstanding (and not
otherwise expired) in whole or in part without regard to any installment or
vesting provision that may have been made part of the terms and conditions of
such Option(s), provided that all conditions precedent to the exercise of such
Options, other than the passage of time, have occurred. The Corporation, to the
extent practicable, shall give advance notice to affected Participants of any
such Liquidity Event. All such Options which are not so exercised shall be
canceled and forfeited as of the effective time of any such Liquidity Event (or,
if later, at the end of the applicable 10-day notice period). If the Corporation
engages in a Business Combination which is not a Liquidity Event, the
Corporation may, in connection with such transaction, at its option elect one of
the following: provide for (i) the continuance of the options granted hereunder
(either by express provision or, if the Corporation is the surviving corporation
in the Business Combination, as a consequence of the failure to address the
treatment of options in the applicable agreements), (ii) the substitution of new
options for Options granted hereunder (which new options grant Participants the
right to purchase the securities they would have received had they held Class A
Stock immediately prior to the Business Combination) or (iii) acceleration of
outstanding Options in which case such Business Combination will be deemed a
"Liquidity Event" and Options treated in accordance with the preceding sentences
of this Section 7B; provided that if in connection with such Business
Combination, all of the outstanding stock options previously granted by the
Corporation under any other non-director plan adopted by the Corporation are
accelerated, then such Business Combination will be deemed a "Liquidity Event"
and Options will be treated in accordance with the preceding sentences of this
Section 7B.

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                  C. In the event that any Participant's service as a director
of the Corporation is terminated for any reason in connection with, or within
one year after a Qualifying Business Combination (as defined below),
notwithstanding any other provision of this Plan, such Participant's Options
shall immediately vest and become non-forfeitable, but shall remain exercisable
in accordance with the time periods set forth in Section 6A above. A "Qualifying
Business Combination" is (x) when any person (including any individual, firm,
partnership or other entity) together with all Affiliates and Associates (as
defined under Rule 12b-2 of the General Rules and Regulations promulgated under
the Exchange Act) of such person, but excluding (i) any person or any Affiliate
or Associate thereof who is a direct or indirect shareholder of the Corporation
as of the effective date of the Plan, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation or any subsidiary
of the Corporation, or (iii) the Corporation or any subsidiary of the
Corporation, becomes the beneficial owner (as defined in Rule 13d-3 promulgated
under the Exchange Act), directly or indirectly, of securities of the
Corporation representing a majority of the combined voting power of the
Corporation's then outstanding securities, other than by reason of a Business
Combination or (y) a Business Combination, in either case, which is not
otherwise treated as a Liquidity Event for purposes of this Section 7C but in
which shareholders of the Corporation (or their Affiliates or Associates)
immediately prior to the Business Combination cease to own a majority of the
voting securities of the surviving corporation.

                                    SECTION 8
                            MISCELLANEOUS PROVISIONS

                  A. Assignment or Transfer. No grant or award of any Option
under the Plan or any rights or interests therein shall be assignable or
transferable by a Participant except by will or the laws of descent and
distribution; provided, however that such Option under the Plan or any rights or
interests therein may be assignable or transferable upon consent of the
Committee, which consent may be withheld in its sole discretion. During the
lifetime of a Participant, Options granted hereunder shall be exercisable only
by the Participant.

                  B. Investment Representation. Upon the exercise of an Option,
the Committee may require, as a condition of receiving Class A Stock, that the
Participant furnish to the Corporation such written representations and
information as the Committee deems appropriate to permit the Corporation, in
light of the existence or nonexistence of an effective registration statement
under the Securities Act, to deliver such securities in compliance with the
provisions of the Securities Act.

                  C. Costs and Expenses. The costs and expenses of administering
the Plan shall be borne by the Corporation and shall not be charged against any
Option granted under the Plan or to any Participant.

                  D. Plurals and Gender. Where appearing in the Plan, masculine
gender shall include the feminine and neuter genders, and the singular shall
include the plural, and vice versa, unless the context clearly indicates a
different meaning.

                  E. Headings. The headings and sub-headings in this Plan are
inserted for the convenience of reference only and are to be ignored in any
construction of the provisions hereof.


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                  F. Severability. In case any provision of this Plan shall be
held illegal or void, such illegality or invalidity shall not affect the
remaining provisions of this Plan, but shall be fully severable, and the Plan
shall be construed and enforced as if said illegal or invalid provisions had
never been inserted herein.

                  G. Cooperation of Parties. All parties of this Plan and any
person claiming any interest hereunder agree to perform any and all acts and
execute any and all documents and papers which are necessary or desirable for
carrying out this Plan or any of its provisions.

                  H. Governing Law. All questions pertaining to the validity,
construction and administration of the Plan shall be determined in accordance
with the laws of the State of New York.

                  I. Nonguarantee. Nothing contained in this Plan shall be
construed to confer any right with respect to continuation of service as a
director of the Corporation or nomination to serve as a director of the
Corporation, nor shall it interfere in any way with any rights which the
Non-Employee Director or the Corporation may have to terminate his directorship
at any time.

                  J. Notices. Each notice relating to this Plan shall be in
writing and delivered in person, by air courier or by certified mail to the
proper address. All notices to the Corporation or the Committee shall be
addressed to it at: VitaminShoppe.com, Inc., 444 Madison Avenue, Suite 802, New
York, NY 10022, Attn: President and Chief Executive Officer. All notices to
Participants, former Participants, beneficiaries or other persons acting for or
on behalf of such persons shall be addressed to such person at the last address
for such person maintained on the Committee's records.

                  K. Written Agreements. Each Option granted under the Plan
shall be evidenced by a signed written Stock Option Agreement between the
Corporation and the Participant containing the terms and conditions of the
Option.

                  L. Conflict. In the event of any conflict between the terms of
this Plan and any Option Agreement, the terms hereof shall control.

                                    SECTION 9
                        AMENDMENT OR TERMINATION OF PLAN

                  The Board of Directors of the Corporation shall have the right
to amend, suspend or terminate the Plan at any time, provided, however, that any
amendments requiring shareholder approval under any applicable rule of the
Securities and Exchange Commission, any stock exchange, the NASDAQ National
Market or other regulatory body shall be subject to approval by the shareholders
of the Corporation in the manner required by such rule. Except as otherwise
provided herein, no amendment, suspension or termination of the Plan shall alter
or impair any Options previously granted under the Plan, without the consent of
the holder thereof.


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                                   SECTION 10
                                  TERM OF PLAN

                  The Plan shall remain in effect until July 31, 2009, which is
the day prior to the tenth anniversary of the effective date of the Plan, unless
sooner terminated by the Board of Directors of the Corporation. No Options may
be granted under the Plan subsequent to the termination of the Plan.


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