Exhibit
      10.1

    


    


    Consulting
      Agreement

    


    Parties:

    


    This
      Consulting Agreement is entered into, effective as of the 15th day of October
      2007, by and between Nutrition 21, Inc., having an office at 4 Manhattanville
      Road, Purchase, NY 10577 (“N21”), and Peter C. Mann, Clinton Corners, NY 12514
      (“Consultant”).

    


    Description:

    


    Consultant
      agrees to provide consulting services related to N21’s business. 

    


    Personal
      Performance 

    


    The
      consulting services described herein will be performed exclusively by Consultant
      personally and cannot be assigned to others. Consultant represents that he
      has
      not been debarred by the US. Food and Drug Administration. Further, Consultant
      agrees to make every reasonable effort to accommodate N21’s scheduling
      needs.

    


    Consulting
      Period

    


    The
      consulting services will be provided for a period of six months effective as
      of
      October, 15, 2007, unless the services are earlier terminated by either party
      as
      set forth below. Unless earlier terminated as set forth below, at the end of
      the
      consulting period N21 may offer to extend the consulting period.

    


    Fee
      Structure and Billing:

    


    N21
      will
      compensate Consultant at a rate of $5,000 per month. Consultant will submit
      invoices for services monthly. No other compensation or benefits related to
      the
      consulting services will be provided by N21.

    


    Other
      Clients 

    


    N21
      acknowledges that other parties may use Consultant’s consulting services and it
      is understood and agreed that Consultant is not to disclose to N21 any
      confidential information of other parties.

    


    Confidentiality 

    


    (a)
      During the period of Consultant providing consulting services to N21, Consultant
      will acquire from N21 technical and commercial information which N21 considers
      to be proprietary and confidential (“Information”). Consultant agrees to keep
      confidential and not to use or divulge, except with the consent of N21, any
      such
      Information as well as all information developed by Consultant as a result
      of
      services provided for N21 under this Agreement (“Developed Information”). Upon
      termination of this Agreement or at any other time N21 requests, Consultant
      will
      transmit to N21 any written, printed, or other materials embodying such
      Information or Developed Information, including all copies and excerpts thereof.
      These obligations on Consultant’s part with respect to N21’s Information and
      Developed Information shall continue at all times during and beyond the
      Consulting Period. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)
      Notwithstanding the above, this Agreement shall not restrict Consultant’s use or
      disclosure of any Information which: 

    


    
      	
            	i.	
              is
                or later becomes publicly known through no fault of
                Consultant;

            


    

    


    
      	
            	ii.	
              was
                already known to Consultant at the time of its receipt from N21,
                as
                evidenced by Consultant's written records;
                or

            


    

    


    
      	
            	iii.	
              is
                lawfully and in good faith made available to Consultant by a third
                party
                without restriction and disclosure or
                use.

            


    

    


    (c)
      Specific information disclosed to Consultant by N21 or developed by Consultant
      in Consultant's consulting capacity to N21 shall not be deemed to be available
      to the public or in Consultant's prior possession merely because it is embraced
      by more general information available to the public or in Consultant's prior
      possession. 

    


    Inventions
      and Work Product 

    


    Any
      and
      all inventions, discoveries, designs, or other work product (including Developed
      Information), whether or not patentable or registrable as copyrighted material
      or trademarks, which Consultant develops, conceives and/or makes within the
      Consulting Period, and for a period of one year following termination of the
      Consulting Period, related to Consultant's work for N21 hereunder or based
      on
      Information received from N21 (“Intellectual Property”), shall be promptly and
      fully disclosed to N21 and shall be the sole and exclusive property of N21.
      Consultant will, at the request of N21, promptly execute any and all
      applications, assignments or other instruments which N21 shall deem necessary
      or
      useful in order to convey to N21 the sole and exclusive right, title and
      interest in and to said Intellectual Property and in order to procure, maintain
      and enforce patent protection, copyright protection or other forms of protection
      world-wide for said Intellectual Property. N21 shall bear the costs of preparing
      and filing all said instruments.

    


    Relationship
      of the Parties 

    


    While
      providing services for N21 in a consulting capacity, Consultant will be acting
      as an independent contractor and not as an employee of N21 and Consultant will
      not be entitled to any of the benefits, direct or indirect, of an employee
      of
      N21. From time to time Consultant may be granted authority to act as an agent
      of
      N21 insofar as required to fulfill Consultant's consulting responsibilities
      described herein.

    


    Termination
      

    


    Either
      party may terminate this Agreement on two (2) weeks prior written notice. Upon
      termination, N21 shall only be obligated to pay you for consulting rendered
      up
      to the date of termination.

    


    Survival

    


    All
      obligations which by their nature would continue beyond the termination of
      this
      Agreement, shall survive termination of this Agreement, including, but not
      limited to, confidentiality and assignment of inventions.

    


    Notices

    


    All
      notices or other communications required or permitted to be given hereunder
      shall be in writing. All such notices and other communications pursuant to
      the
      terms of this Agreement shall be deemed to have been duly given or delivered
      when delivered personally, or sent by telegram, facsimile with confirmation
      of
      receipt, courier service or by Certified Mail-return receipt requested, to
      the
      address first set forth above.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Law
      Governing 

    


    The
      validity, interpretation and performance of this Agreement shall be governed
      and
      construed in accordance with the laws of the state of New York. 

    


    Arbitration 

    


    All
      claims or controversies arising out of or relating to this Agreement shall
      be
      settled by arbitration. Either party may demand arbitration. Within thirty
      (30)
      days of a demand for arbitration, each party shall select one arbitrator and
      the
      arbitrators shall select a third arbitrator. The arbitration shall be in
      accordance with the rules of the American Arbitration Association and be held
      in
      New York, New York. The arbitration award may be entered in any court of
      competent jurisdiction and enforced as any other judgment, decree or order
      of
      such court. 

    


    Complete
      Agreement 

    


    This
      Agreement contains all the understandings and representations between us
      relating to the matters referred to herein, supersedes any arrangements
      previously entered into with respect thereto, and can be amended only in a
      writing duly executed on behalf of each party. 

    


    


    
      	
              Nutrition
                21, Inc.

            	 	
              Peter
                C. Mann

            	 
	 	 	 	 	 
	
              By:
                

            	/s/
              Paul Intlekofer	 	
              /s/
                Peter C. Mann

            	 
	 	 	 	 	 
	
              Name:

            	
              Paul
                Intlekofer

            	 	 	 
	 	 	 	 	 
	
              Title:

            	
              President
                & CEO