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                                                                    EXHIBIT 3.2

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                             VITAMINSHOPPE.COM, INC.

                                   ARTICLE I
                                  STOCKHOLDERS

       Section 1.01. ANNUAL MEETING. An annual meeting of stockholders for the
purpose of electing directors and transacting such other business as may come
before the meeting, shall be held each year on such date, at such time and at
such place as may be specified by the Board of Directors (the "Board").

       Section 1.02. SPECIAL MEETINGS. Special meetings of the stockholders may
be held at any time on call of the Chairman of the Board, any Vice Chairman of
the Board, the President or a majority of the Board. Only business related to
the purposes set forth in the notice of the meeting may be transacted at a
special meeting.

       Section 1.03. PLACE AND TIME OF MEETINGS. Meetings of the stockholders
may be held in or outside the State of Delaware at the place and time specified
by the Board or the officers requesting the meeting.

       Section 1.04. NOTICE OF MEETINGS; WAIVER OF NOTICE. Written notice of
each meeting of stockholders shall be given to each stockholder entitled to vote
at the meeting, except that (a) it shall not be necessary to give notice to any
stockholder who submits a signed waiver of notice before or after the meeting
and (b) no notice of an adjourned meeting need be given, except when required
under section 1.06 or by law. Each notice of a meeting shall be given,
personally or by mail, not fewer than 10 nor more than 60 days before the
meeting and shall state the time and place of the meeting, and, unless it is the
annual meeting, shall state at whose direction or request the meeting is called
and the purposes for which it is called. Such notice shall specify the place
where the stockholders list will be open for examination prior to the meeting if
required by section 1.10. If mailed, notice shall be considered given when
mailed to a stockholder at his address on the Corporation's records. The
attendance of any stockholder at a meeting, without protesting at the beginning
of the meeting that the meeting is not lawfully called or convened, shall
constitute a waiver of notice by him. In the event of a transfer of shares after
notice has been given and prior to the holding of the meeting, it shall not be
necessary to serve notice on the transferee.

       Section 1.05. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any other
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which shall not be more
than 60 nor less than 10 days before the date of such meeting, nor more than 60
days prior to any other action. If the Board fails to fix such



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a record date, (i) the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be the close of business
on the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held, and (ii) in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders, the record date for determining stockholders for such purpose
shall be the close of business on the day on which the Board adopts the
resolution relating thereto. Determination of stockholders entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of such
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.

       Section 1.06. QUORUM; ADJOURNMENT. A meeting of stockholders duly called
shall not be organized for the transaction of business unless a quorum is
present. Except as otherwise expressly provided by law, or in the certificate of
incorporation or these bylaws, at any meeting of stockholders, the presence in
person or by proxy of the holders of a majority of the shares entitled to vote
shall constitute a quorum for the transaction of any business. The stockholders
present at a duly organized meeting can continue to do business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum. In the absence of a quorum, a majority in voting interest of
those present or, if no stockholders are present, any officer entitled to
preside at or to act as secretary of the meeting, may adjourn the meeting until
a quorum is present. Any meeting of stockholders, annual or special, may adjourn
from time to time to reconvene at the same or some other place. No notice of an
adjourned meeting need be given, if the time and place are announced at the
meeting at which the adjournment is taken, except that, if adjournment is for
more than 30 days or if, after the adjournment, a new record date is fixed for
the meeting, notice of the adjourned meeting shall be given pursuant to section
1.04. At any adjourned meeting at which a quorum is present, any action may be
taken that might have been taken at the meeting as originally called.

       Section 1.07. ORGANIZATION. The Chairman of the Board, or in his absence,
the Vice Chairman of the Board, or in their absence one of the following
officers, the President or any Vice President (in order of seniority) shall call
to order meetings of stockholders, and shall act as chairman of such meetings.
The Board or, if the Board fails to act, the stockholders may appoint any
stockholder, director or officer of the Corporation to act as chairman of any
meeting in the absence of the Chairman of the Board, the Vice Chairman of the
Board, the Chief Executive Officer, the President and all Vice Presidents. The
Secretary of the Corporation shall act as secretary of all meetings of
stockholders, but, in the absence of the Secretary, the chairman of the meeting
may appoint any other person to act as secretary of the meeting.

       Section 1.08. VOTING. (a) Each stockholder of record shall, at each
meeting of the stockholders, be entitled to vote in person or by proxy each
share or fractional share of the capital stock of the Corporation having voting
rights on the matter in question and which shall have been held by him and
registered in his name on the books of the Corporation on the date fixed
pursuant to section 1.05 as the record date for the determination of
stockholders entitled to notice of and to vote at such meeting. Corporate action
to be taken by stockholder vote, other than the election of



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directors, shall be authorized by the holders of a majority of the votes cast at
a meeting of stockholders, except as otherwise provided by law.

       (b) Directors shall be elected in the manner provided in section 2.03.
Voting need not be by ballot, unless requested by a majority of the stockholders
entitled to vote at the meeting or ordered by the chairman of the meeting. Each
stockholder entitled to vote at any meeting of stockholders or to express
consent to or dissent from corporate action in writing without a meeting may
authorize another person to act for him by proxy. No proxy shall be valid after
three years from its date, unless it provides otherwise.

       Section 1.09. INSPECTORS. The Board, in advance of any meeting of the
stockholders, may appoint one or more inspectors to act at the meeting. If
inspectors are not so appointed, the person presiding at the meeting may appoint
one or more inspectors. If any person so appointed fails to appear or act, the
vacancy may be filled by appointment made by the Board in advance of the meeting
or at the meeting by the person presiding thereat. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at the meeting with strict
impartiality and according to the best of his ability. The inspectors so
appointed shall determine the number of shares outstanding, the shares
represented at the meeting, the existence of a quorum and the authenticity,
validity and effect of proxies and shall receive votes, ballots, waivers,
releases, or consents, hear and determine all challenges and questions arising
in connection with the right to vote, count and tabulate all votes, ballots,
waivers, releases or consents, determine and announce the results and do such
acts as are proper to conduct the election or vote with fairness to all
stockholders. On request of the person presiding at the meeting, the inspectors
shall make a report in writing of any challenge, question or matter determined
by them and execute a certificate of any fact found by them. Any report or
certificate made by them shall be prima facie evidence of the facts stated and
of the vote as certified by them.

       Section 1.10. LIST OF STOCKHOLDERS. The Secretary shall prepare and make
a complete list of the stockholders of record as of the applicable record date
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

       Section 1.11. STOCKHOLDERS. At an annual meeting of the stockholders,
only such business shall be conducted as shall have been brought before the
meeting (a) pursuant to the Corporation's notice of meeting, (b) by or at the
direction of the Board or (c) by a stockholder of the Corporation who is a
stockholder of record at the time of giving the notice provided for in this
section 1.11, who shall be entitled to vote at such meeting and who complies
with the notice procedures set forth in this section 1.11. For business to be
properly brought before an annual meeting by a stockholder



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pursuant to clause (c) above, the stockholder must give timely notice thereof in
writing to the Secretary. To be timely, a stockholder's notice must be delivered
to or mailed and received at the principal executive offices of the Corporation
not less than 120 days nor more than 150 days prior to the first anniversary of
the date of the Corporation's notice of annual meeting provided with respect to
the previous year's annual meeting of stockholders. Notwithstanding the
foregoing, if no annual meeting of stockholders was held in the previous year or
the date of the annual meeting of stockholders has been changed to be more than
30 days earlier than or 60 days after such anniversary, notice shall be timely
if received before the earlier of (i) 60 days prior to the annual meeting of
stockholders or (ii) the close of business on the tenth day following the date
on which notice of the date of the meeting is given to stockholders or made
public. A stockholder's notice to the Secretary shall set forth as to each
matter that the stockholder proposes to bring before the meeting (A) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (B) the name and address,
as they appear on the Corporation's books, of the stockholder proposing such
business, and the name and address of the beneficial owner, if any, on whose
behalf the proposal is made, (C) the class and number of shares of capital stock
of the Corporation that are owned beneficially and of record by such stockholder
of record and by the beneficial owner, if any, on whose behalf the proposal is
made and (D) any material interest of such stockholder of record and such
beneficial owner, if any, in such business. Notwithstanding any in this section
1.11 to the contrary, no business shall be conducted at an annual meeting except
in accordance with the procedures set forth in this section 1.11. The chairman
of the meeting shall, if the facts warrant, determine and declare to the meeting
whether business was properly brought before the meeting in accordance with the
procedures prescribed by these bylaws, and if he should so determine, he shall
so declare to the meeting and any such business not properly brought before the
meeting shall not be transacted. Notwithstanding the foregoing provisions of
this section 1.11, a stockholder shall comply with all applicable requirements
of the Securities Exchange Act of 1934, and the rules and regulations
thereunder, with respect to the matters set forth in this section 1.11.

                                   ARTICLE II
                               BOARD OF DIRECTORS

       Section 2.01. GENERAL POWERS OF BOARD. The powers of the Corporation
shall be exercised, its business and affairs conducted, and its property
controlled by the Board, except as otherwise provided by of Delaware law or in
the certificate of incorporation.

       Section 2.02. NUMBER OF DIRECTORS. The initial number of directors which
shall constitute the whole Board shall be fixed by resolution of the Board at no
less than six nor more than ten; provided, however, that the Board, by
resolution adopted by vote of a majority of the then authorized number of
directors, or the stockholders, may increase or decrease the number of
directors, but no decrease may shorten the term of any incumbent director. As
used in these bylaws, the term "entire Board" means the total number of
directors which the Corporation would have if there were no vacancies.


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       Section 2.03. NOMINATION, ELECTION AND TERM OF DIRECTORS. Nominations for
the election of directors may be made by the Board or by any stockholder
entitled to vote for the election of directors. Such nominations, if not made by
the Board, shall be made by notice in writing, in accordance with the notice
procedures set forth in section 1.11 of these bylaws. Notice of nominations
which are proposed by the Board shall be given on behalf of the Board by the
chairman of the meeting. The chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.
Directors shall be elected at each annual meeting of stockholders and shall hold
office until the next annual meeting of stockholders and until the election and
qualification of their respective successors, subject to section 2.12.

       Section 2.04. ANNUAL AND REGULAR MEETINGS. Annual meetings of the Board,
for the election of officers and consideration of other matters, shall be held
either (a) without notice immediately after the annual meeting of stockholders
and at the same place or (b) as soon as practicable after the annual meeting of
stockholders, on notice as provided in section 2.06. Regular meetings of the
Board may be held without notice at such times and places as the Board
determines. If the day fixed for a regular meeting is a legal holiday, the
meeting shall be held on the next business day.

       Section 2.05. SPECIAL MEETINGS. Special meetings of the Board shall be
held at such time and place as shall be designated in the notice of the meeting
whenever called by the Chairman of the Board, any Vice Chairman of the Board,
the President (if a director) or by a majority of the Board.

       Section 2.06. NOTICE OF MEETINGS; WAIVER OF NOTICE. Notice of the time
and place of each special meeting of the Board, and of each annual meeting not
held immediately after the annual meeting of stockholders and at the same place,
shall be given to each director by mailing it to him at his residence or usual
place of business at least three days before the meeting, or by delivering or
telephoning or telegraphing it to him at least two days before the meeting. Such
notice shall specify the place, date and hour of the meeting and, if it is for a
special meeting, the purpose or purposes for which the meeting is called. Any
acts or proceedings taken at a meeting of the Board not validly called or
constituted may be made valid and fully effective by ratification at a
subsequent meeting which shall be legally and validly called or constituted.
Notice of any regular meeting of the Board need not state the purpose of the
meeting and, at any regular meeting duly held, any business may be transacted.
If the notice of a special meeting shall state as a purpose of the meeting the
transaction of any business that may come before the meeting, then at the
meeting any business may be transacted, whether or not referred to in the notice
thereof. A written waiver of notice of a special or regular meeting, signed by
the person or persons entitled to such notice, whether before or after the time
stated therein shall be deemed the equivalent of such notice, and attendance of
a director at a meeting shall constitute a waiver of notice of such meeting
except when the director attends the meeting and prior to or at the commencement
of such meeting protests the lack of proper notice. Notice of any adjourned
meeting need not be given, other than by announcement at the meeting at which
the adjournment is taken.



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       Section 2.07. PLACE OF MEETING. The Board may hold any of its meetings in
or outside the State of Delaware, at the principal office of the Corporation or
at such other place or places as the Board may from time to time designate.
Directors may participate in any regular or special meeting of the Board by
means of conference telephone or similar communications equipment pursuant to
which all persons participating in the meeting of the Board can hear each other,
and such participation shall constitute presence in person at such meeting.

       Section 2.08. QUORUM AND MANNER OF ACTING. A majority of the entire Board
shall constitute a quorum for the transaction of business at any meeting, except
as provided in section 2.13. Action of the Board shall be authorized by the vote
of the majority of the directors present at the time of the vote, if there is a
quorum, unless otherwise provided by law or these Bylaws. In the absence of a
quorum, a majority of the directors present may adjourn any meeting from time to
time until a quorum is present.

       Section 2.09. COMMITTEES. The Board may, by resolution adopted by a
majority of the entire Board, designate one or more committees, each committee
to consist of one or more directors of the Corporation; provided that persons
who are not directors of the Corporation may also be members of such committees
to the extent provided in the resolution of the Board. The Board may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not they
constitute a quorum, may unanimously appoint another member of the Board to act
at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board and permitted
by law, shall have and may exercise all of the powers and authority of the Board
in the management of the business, property and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it. Each committee of the Board may fix its own rules and procedures.
Notice of meetings of committees, other than of regular meetings provided for by
the rules, shall be given to committee members. All action taken by committees
shall be recorded in minutes of the meetings.

       Section 2.10. BOARD OR COMMITTEE ACTION WITHOUT A MEETING. Any action
required or permitted to be taken by the Board or by any committee of the Board
may be taken without a meeting, if all the members of the Board or the committee
consent in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents by the members of the Board or the committee
shall be filed with the minutes of the proceedings of the Board or the
committee.

       Section 2.11. PARTICIPATION IN BOARD OR COMMITTEE MEETINGS BY CONFERENCE
TELEPHONE. Any or all members of the Board or any committee of the Board may
participate in a meeting of the Board or the committee by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at the meeting.



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       Section 2.12. RESIGNATION AND REMOVAL OF DIRECTORS. Any director may
resign at any time by giving written notice to the Chairman of the Board or the
Secretary. Such resignation shall take effect at the time specified therein,
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. Any or all of the directors may be
removed at any time by the holders of a majority of the shares entitled at the
time to vote at an election of directors, but only for cause so long as the
certificate of incorporation provides for the classification of the Board.

       Section 2.13. VACANCIES. Any vacancy in the Board, including one created
by an increase in the number of directors, may be filled for the unexpired term
by a majority vote of the remaining directors, though less than a quorum.

       Section 2.14. COMPENSATION. Directors shall receive such compensation as
the Board determines, together with reimbursement of their reasonable expenses
in connection with the performance of their duties. A director also may be paid
for serving the Corporation or its affiliates or subsidiaries in other
capacities.

                                   ARTICLE III
                                    OFFICERS

       Section 3.01. EXECUTIVE OFFICERS. The executive officers of the
Corporation shall be the President, one or more Vice Presidents, the Secretary
and the Treasurer. Any person may hold at one time two or more offices.

       Section 3.02. ELECTION, TERMS OF OFFICE. The executive officers of the
Corporation shall be elected annually by the Board, and each such officer shall
hold office until the next annual meeting of the Board and until the election of
his successor, subject to the provisions of section 3.04.

       Section 3.03. SUBORDINATE OFFICERS. The Board may appoint subordinate
officers (including assistant secretaries and assistant treasurers), agents or
employees, each of whom shall hold office for such period and have such powers
and duties as the Board determines. The Board may delegate to any executive
officer or committee the power to appoint and define the powers and duties of
any subordinate officers, agents or employees.

       Section 3.04. RESIGNATION AND REMOVAL OF OFFICERS. Any officer may resign
at any time by giving written notice to the Chairman of the Board, the President
or the Secretary of the Corporation. Any such resignation shall take effect at
the time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. Any
officer elected or appointed by the Board or appointed by an executive officer
or by a committee may be removed by the Board either with or without cause, and
in the case of an officer appointed by an executive officer or by a committee,
by the officer or committee that appointed him or by the President or the
Chairman of the Board.




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       Section 3.05. VACANCIES. A vacancy in any office shall be filled in the
manner prescribed in these bylaws for regular appointments or elections to such
office.

                                   ARTICLE IV
                             DUTIES OF THE OFFICERS

       Section 4.01. [Intentionally deleted.]

       Section 4.02. [Intentionally deleted.]

       Section 4.03. THE PRESIDENT. The President shall be the chief executive
officer of the Corporation. Subject to the control of the Board and the Chairman
of the Board, he shall have general supervision of the business, affairs and
property of the Corporation and shall have such other powers and duties as
presidents of other corporations usually have or as the Board assigns to him.

       Section 4.04. VICE PRESIDENTS. Each Vice President shall have such powers
and duties as the Board or the President assigns to him.

       Section 4.05. THE TREASURER. The Treasurer shall be the chief financial
officer of the Corporation and shall be in charge of the Corporation's books and
accounts. Subject to the control of the Board, he shall have such other powers
and duties as the Board or the President assigns to him.

       Section 4.06. THE SECRETARY. The Secretary shall be the secretary of, and
keep the minutes of, all meetings of the Board and the stockholders, shall be
responsible for giving notice of all meetings of stockholders and the Board, and
shall keep the seal and, when authorized by the Board, apply it to any
instrument requiring it. Subject to the control of the Board, he shall have such
powers and duties as the Board or the President assigns to him. In the absence
of the Secretary from any meeting, the minutes shall be kept by the person
appointed for that purpose by the presiding officer.

       Section 4.07. SALARIES. The Board may fix the officers' salaries, if any,
or it may authorize the President or the Chairman of the Board to fix the salary
of any other officer.

                                    ARTICLE V
                                  CAPITAL STOCK

       Section 5.01. CERTIFICATE FOR SHARES. Every owner of one or more shares
of capital stock in the Corporation shall be entitled to a certificate, which
shall be in such form as the Board shall prescribe, certifying the number and
class of shares in the Corporation owned by him. When such



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certificate is counter-signed by an incorporated transfer agent or registrar,
the signature of any of said officers may be facsimile, engraved, stamped or
printed. The certificates for the respective classes of such shares shall be
numbered in the order in which they shall be issued and shall be signed in the
name of the Corporation by the Chairman of the Board or any Vice Chairman of the
Board, or the President or a Vice President, and by the Secretary or any
Assistant Secretary or the Treasurer or an Assistant Treasurer. A record shall
be kept of the name of the person, firm or corporation owning the shares
represented by each such certificate and the number of shares represented
thereby, the date thereof, and in case of cancellation, the date of
cancellation. Every certificate surrendered to the Corporation for exchange or
transfer shall be canceled, and no new certificate or certificates shall be
issued in exchange for any existing certificates until such existing
certificates shall have been so canceled.

       Section 5.02. LOST, DESTROYED AND MUTILATED CERTIFICATES. If any
certificates for shares in the Corporation become worn, defaced or mutilated but
are still substantially intact and recognizable, the directors, upon production
and surrender thereof, may order the same canceled and issue a new certificate
in lieu of same. The holder of any shares of capital stock in the Corporation
shall immediately notify the Corporation if a certificate therefor shall be
lost, destroyed, or mutilated beyond recognition, and the Corporation may issue
a new certificate in the place of any certificate theretofore issued by it which
is alleged to have been lost or destroyed or mutilated beyond recognition, and
the Board may, in its discretion, require the owner of the certificate which has
been lost, destroyed or mutilated beyond recognition, or his legal
representative, to give the Corporation a bond in such sum and with such surety
or sureties as it may direct, not exceeding double the value of the capital
stock, to indemnify the Corporation against any claim that may be made against
it on account of the alleged loss, destruction or mutilation of any such
certificate. The Board may, however, in its discretion, refuse to issue any such
new certificate except pursuant to legal proceedings.

       Section 5.03. TRANSFERS OF SHARES. Transfers of shares of capital stock
in the Corporation shall be made only on the books of the Corporation by the
registered holder thereof, his legal guardian, executor or administrator, or by
his attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary or with a transfer agent appointed by the Board, and on
surrender of the certificate or certificates for such shares properly endorsed
or accompanied by properly executed stock powers and evidence of the payment of
all taxes imposed upon such transfer. The person in whose name shares stand on
the books of the Corporation shall, to the full extent permitted by law, be
deemed the owner thereof for all purposes.

       Section 5.04. REGULATIONS. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these bylaws concerning the
issue, transfer and registration of certificates for shares of capital stock in
the Corporation. It may appoint one or more transfer agents or one or more
registrars, or both, and may require all certificates for shares to bear the
signature of either or both.



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                                    ARTICLE VI
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Section 6.01. RIGHT TO INDEMNIFICATION. Each person who was or is a party
or is threatened to be made a party to or is involved in any threatened, pending
or completed action, suit or proceeding, whether civil, criminal administrative
or investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action or inaction in an official capacity or in any other capacity
while serving as such director, officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as amended from time to time,
against all costs, charges, expenses, liabilities and losses (including attorney
fees, judgments, fines, amounts paid or to be paid in settlement and other
disbursements) actually and reasonably incurred by such person in connection
therewith, and that indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his heirs, executors and administrators. The right to indemnification conferred
in these bylaws shall be a contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the General
Corporation Law of the State of Delaware, as amended from time to time,
requires, the payment of such expenses incurred by a director or officer in his
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by that person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced, if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under these bylaws or
otherwise. The Corporation may, by action of its Board, provide indemnification
to employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.

       Section 6.02. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under section
6.01 is not paid in full by the Corporation within 30 days after a written claim
has been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant also shall be entitled to
be paid the expense of prosecuting that claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition, where the required
undertaking, if any, is required and has been tendered to the Corporation) that
the claimant has failed to meet a standard of conduct that makes it permissible
under Delaware law for the Corporation to indemnify the claimant for the amount
claimed. Neither the failure of the Corporation (including the Board,
independent legal counsel of the Corporation or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is permissible in the circumstances because he has met that
standard



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of conduct, nor an actual determination by the Corporation (including the Board,
independent legal counsel of the Corporation or its stockholders) that the
claimant has not met that standard of conduct, shall be a defense to the action
or create a presumption that the claimant has failed to meet that standard of
conduct.

       Section 6.03. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article VI shall not be exclusive of any
other right any person may have or hereafter acquire under any statute,
provision of the certificate of incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

       Section 6.04. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or person who serves or has served at the request of the Corporation
in a similar capacity in another corporation, partnership, joint venture, trust
or other enterprise, including service with respect to employee benefit plans,
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against that expense, liability or
loss under Delaware law.

       Section 6.05. EXPENSES AS A WITNESS. To the extent any director, officer,
employee or agent of the Corporation is by reason of such position, or a
position with another entity at the request of the Corporation, a witness in any
action, suit or proceeding, he shall be indemnified against all costs and
expenses actually and reasonably incurred by him or on his behalf in connection
therewith.

       Section 6.06. INDEMNITY AGREEMENTS. The Corporation may enter into
agreement with any director, officer, employee or agent of the Corporation
providing for indemnification to the fullest extent permitted by Delaware law.

                                    ARTICLE VII
                                  MISCELLANEOUS

       Section 7.01. SEAL. The Board shall adopt a corporate seal, which shall
be in the form of a circle and shall bear the Corporation's name and the year
and state in which it was incorporated.

       Section 7.02. FISCAL YEAR. The Board may determine the Corporation's
fiscal year. Until changed by the Board, the last day of the Corporation's
fiscal year shall be December 31.

       Section 7.03. VOTING OF SHARES IN OTHER CORPORATIONS. Shares in other
corporations held by the Corporation may be represented and voted by an officer
of this Corporation or by a proxy or proxies appointed by one of them. The Board
may, however, appoint some other person to vote the shares.

       Section 7.04. EXECUTION OF INSTRUMENTS GENERALLY. All contracts and other
instruments entered into in the ordinary course of business requiring execution
by the Corporation may be



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executed and delivered by the President, any Vice President or the Treasurer and
authority to sign any such contracts or instruments, which may be general or
confined to specific instances, may be conferred by the Board upon any other
person or persons. Any person having authority to sign on behalf of the
Corporation may delegate, from time to time, by instrument in writing, all or
any part of such authority to any person or persons if authorized so to do by
the Board.

       Section 7.05. AGREEMENTS WITH VITAMIN SHOPPE. As long as Vitamin Shoppe
Industries Inc., a New York corporation ("VSI"), has direct or beneficial
ownership of 30% or more of the voting power of the capital stock of the
Corporation, the Corporation shall not enter into any material agreement with
VSI or any of its subsidiaries (other than the Corporation and subsidiaries of
the Corporation), unless such agreement has been approved by a majority of the
members of the Board of this Corporation who are not (i) directors or officers
of VSI, (ii) the beneficial owners of five percent or more of the outstanding
voting securities of VSI or (iii) designees of such beneficial owners. This
section 7.05 may be amended or repealed only by the affirmative vote of a
majority of the members of the Board of the Corporation who are not directors or
officers of VSI or the beneficial owners of five percent or more of the
outstanding voting securities of VSI.




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