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                                                                   EXHIBIT 10.40


September 15, 1999

TO:      Philip Teplitzky
FR:      Kathryn Creech
RE:      Your Employment with VitaminShoppe.com.

It is with pleasure that I confirm our offer to have you join VitaminShoppe.com
(the "Company") as Chief Technology Officer. You will report to me with
responsibility for leading the development and implementation of the e-commerce
infrastructure necessary to support our business. You will be a member of our
senior management team and participate in the development of cross-functional
strategic initiatives critical to the growth of VitaminShoppe.com. Your start
date will be September 30, 1999.

In consideration for your services, you will receive an annual salary of
$250,000. You will also receive a one-time start up bonus of $50,000. Your
compensation will be reviewed annually. As a senior employee with the Company,
you will also be eligible to participate in all Company - health and welfare
benefit programs available to executives of the Company. You will receive
vacation and sick leave in accordance with standard Company policies. In
addition, you will be eligible for participation in performance bonus programs,
if any, developed by the Company, with bonuses to be awarded at the sole
discretion of the Board of Directors.

In the event your employment with the Company is terminated for reasons other
than Good Cause (as defined in the attached Stock Option Plan (the "Option
Plan")), you will be entitled to receive monthly severance payments from the
Company, based on your monthly salary at the time of termination, which payments
will terminate at the later of (i) twelve months from your Start Date or (ii)
six months from the date of your termination. If you terminate your employment
with the Company with Good Reason (as defined in the Option Plan) following a
Qualifying Business Combination (as defined in the Option Plan), you will also
be entitled to receive the severance payments described in the preceding
sentence. Your medical benefits provided by the Company will continue in effect
during any period in which you are receiving severance payments. In the event
your employment with the Company is terminated for Good Cause, your rights to
receive compensation and benefits will terminate on the date of the termination
of your employment.

In addition to the compensation described above, you will be granted options
("Options") to purchase 180,000 shares of the Company's common stock
(post-split, excluding the conversion of Series A Convertible Preferred). The
exercise price is $9.15 per share. The Options will vest over a period of three
years, with one-third vesting on each of the first three anniversaries of your
Start Date. The Options will be granted pursuant to, and in accordance with, the
Option Plan and a Stock Option Agreement to be executed by you and the Company.

As a condition of your employment, you will be required to execute the Company's
standard Confidentiality, Non-Competition and Non-Solicitation Agreement, a copy
of which is attached hereto.

I hope this letter addresses the key issues relating to your employment by
VitaminShoppe.com. We are very excited to have you join our team and about the
prospects for our business.



/s/ Kathryn Creech                              /s/ Philip Teplitzky
------------------------------------            --------------------------------
Kathryn Creech                                  Philip Teplitzky
President and CEO
VitaminShoppe.com




cc:  Jeff Horowitz, VitaminShoppe.com
     Howard Romanow, FdG Associates