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Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

The registrants hereby amend this registration statement on such date or date as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.


*	Address and telephone number of principal executive offices are the same as General Nutrition Centers, Inc.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


	•	We will exchange the new notes for all outstanding old notes that are validly tendered and not withdrawn pursuant to the exchange offer.

	•	You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.

	•	The terms of the new notes are substantially identical to those of the outstanding old notes, except that the transfer restrictions and registration rights relating to the old notes will not apply to the new notes.

	•	The exchange of old notes for new notes will not be a taxable transaction for U.S. federal income tax purposes. You should see the discussion under the heading “Material United Stated Federal Income Tax Considerations” for more information.

	•	We will not receive any cash proceeds from the exchange offer.

	•	We issued the old notes in a transaction not requiring registration under the Securities Act, and as a result, transfer of the old notes is restricted. We are making the exchange offer to satisfy your registration rights, as a holder of the old notes.

Each broker-dealer that receives new notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of these new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired as a result of market-making activities or other trading activities. We have agreed, that for a period of 180 days after the consummation of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any resale.

SEE “RISK FACTORS” BEGINNING ON PAGE 13 FOR A DISCUSSION OF RISKS YOU SHOULD CONSIDER PRIOR TO TENDERING YOUR OUTSTANDING OLD NOTES FOR EXCHANGE.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of the information that you may consider important in making your investment decision, we encourage you to read this entire prospectus. Before making an investment decision, you should carefully consider the information set forth under the heading “Risk Factors” and our consolidated financial statements and accompanying notes included elsewhere in this prospectus. Unless the context requires otherwise, “we,” “us,” “our” or “GNC” refer to General Nutrition Centers, Inc. and its consolidated subsidiaries and, for periods prior to December 5, 2003, our predecessor. See “Corporate Information” below. “Guarantors” or “subsidiary guarantors” means our subsidiaries that will guarantee the payments due under the new notes as described under the caption “Description of the New Notes.” The “old notes” consisting of the 8 1/2% Senior Subordinated Notes due 2010 that were issued on December 5, 2003 and the “new notes” consisting of the 8 1/2% Senior Subordinated Notes due 2010 offered pursuant to this prospectus are sometimes collectively referred to in this prospectus as the “notes.” References to “our stores” refer to our company-owned stores and our franchised stores. References to “our locations” refer to our stores and our “store-within-a-store” locations at Rite Aid®.

The following charts illustrate, for the twelve months ended June 30, 2004, the percentage of our net revenues generated by our three business segments and the percentage of our net U.S. retail revenues generated by our four product categories:

Our retail network represents the largest specialty retail store network in the nutritional supplements industry according to the Nutrition Business Journal’s 2003 Supplement Report (the “NBJ 2003 Supplement Report”). As of June 30, 2004, there were 4,974 GNC locations in the United States and Canada and 692 franchised stores operating in other international locations under the GNC name. Of our U.S. and Canadian locations, 2,649 were company-owned stores, 1,331 were franchised stores and 994 were GNC store-within-a-

We generate income from franchise activities primarily through product sales to franchisees, royalties on franchise retail sales and franchise fees. To assist our franchisees in the successful operation of their stores and to protect our brand image, we offer a number of services to franchisees including training, site selection, construction assistance and accounting services. We believe that our franchise program enhances our brand awareness and market presence and will enable us to expand our store base internationally with limited capital expenditures by us.

To increase brand awareness and promote access to customers who may not frequent specialty nutrition stores, we entered into a strategic alliance with Rite Aid to open our GNC store-within-a-store locations. Through this strategic alliance, we generate revenues from sales to Rite Aid of our products at wholesale prices, the manufacture of Rite Aid private label products and retail sales of consignment inventory. We recently extended our alliance with Rite Aid through April 30, 2009, with its commitment to open 300 new store-within-a-store locations by December 31, 2006.

We offer a wide range of nutritional supplements sold under our GNC proprietary brand names and under nationally recognized third-party brand names. Sales of our proprietary brands at our company-owned stores represented approximately 42% of our net retail product revenues for the twelve months ended June 30, 2004. We generally have higher gross margins on sales of our proprietary brands than on sales of third-party brands.

With our technologically sophisticated manufacturing and distribution facilities supporting our retail stores, we are a low-cost, vertically integrated producer and supplier of nutritional supplements. By controlling the production and distribution of our proprietary products, we believe we can better control costs, protect product quality, monitor delivery times and maintain appropriate inventory levels.

We believe we are well positioned to capitalize on the emerging demographic, healthcare and lifestyle trends affecting our industry and to grow our revenues due to the following competitive strengths:


•	Unmatched Specialty Retail Footprint. Our retail footprint helps us to attract industry-leading vendors and provides us with broad distribution capabilities in established territories.

•	Strong Brand Recognition and Customer Loyalty. According to the GNC 2003 Awareness Tracking Study Report by Parker Marketing Research Innovators (the “Parker 2003 Awareness Study”), an estimated 84% of the U.S. population recognizes the GNC brand name as a source of health and wellness products.

•	Ability to Leverage Existing Retail Infrastructure. Our existing store base, stable size of our workforce and established distribution network can support higher sales volume without adding significant incremental costs and enable us to convert a high percentage of our net revenues into cash flow from operations.


•	Extensive Product Selection. We offer an extensive mix of brands and products, which provides our customers with a wide selection of products to fit their specific needs.

•	New Product Development. We believe that new products are a key driver of customer traffic and purchases. We launched 33 new products during the six months ended June 30, 2004 and we expect to launch 60 additional new products during the remainder of 2004.

•	Value-Added Customer Service. Our sales associates are trained to provide guidance to customers with respect to the broad selection of products sold in our stores that will address our customers’ specific requests.

•	Experienced Management Team. Our senior management team, who have, on average, been employed with us for over 14 years, and our board of directors are comprised of experienced retail executives. As of June 30, 2004, our senior management and our directors owned approximately 2.3% in the aggregate, and had options to purchase an additional 5.6%, in the aggregate, of the fully diluted common equity of our parent company.

As the largest global specialty retailer of nutritional supplements, our goal is to further capitalize on the trends affecting our industry by pursuing the following initiatives:


•	continue to obtain additional third-party preferred distributor arrangements and position ourselves to be first-to-market with new and innovative products by partnering with our suppliers and leveraging our extensive specialty retail footprint;

•	continue to formulate new value-added products and shift our product mix to emphasize our proprietary products, which typically have higher gross product margins, by utilizing our integrated product development capabilities and featuring our proprietary products through our in-store merchandising;

•	encourage customer loyalty, facilitate direct marketing, and increase cross-selling and up-selling opportunities by using our extensive Gold Card customer database;

•	expand our international store network by growing our international franchise presence, which requires minimal capital expenditures by us;

•	produce products for sale to third-party retail and wholesale customers to better utilize our available manufacturing capacity; and

•	reduce our debt by using excess cash flow not otherwise needed in our business or for the execution of our business strategies, as appropriate.

We believe that implementation of these strategies will enable us to drive sales growth, enhance our profitability and generate strong cash flow from operations.

There are a number of risks and uncertainties that may affect our financial and operating performance and our ability to execute our business strategy, including that:


•	We may incur material product liability claims, which could increase our costs and adversely affect our reputation, revenues and operating income.

•	A substantial amount of our revenues are generated from our franchisees, and our revenues could decrease significantly if our franchisees do not conduct their operations profitably or we fail to attract new franchisees.

•	Unfavorable publicity or consumer perception of our products and any similar products distributed by other companies could cause fluctuations in our operating results and could have a material adverse effect on our reputation and revenues.


•	Compliance with new and existing governmental regulations could increase our costs significantly and affect our operating income.

•	Our failure to appropriately respond to changing consumer preferences and demand for new products and services could significantly harm our customer relationships and product sales.

•	Economic, political and other risks associated with our international operations could adversely affect our revenues and international growth prospects.

•	We rely on our manufacturing operations to produce nearly all of the proprietary products we sell. Disruptions in our manufacturing system or losses of manufacturing certifications could adversely affect our sales and customer relationships.

In addition to the preceding risks, you should also consider the risks discussed under “Risks Factors.”

We are a wholly owned subsidiary and an operating company of GNC Corporation, our parent. We were formed as a Delaware corporation in October 2003 by affiliates of Apollo Advisors, L.P. (“Apollo”) and certain members of our management, to acquire General Nutrition Companies, Inc. from Numico USA, Inc. (together with its parent company, Koninklijke (Royal) Numico N.V., “Numico”). On December 5, 2003, we purchased 100% of the outstanding equity interests of General Nutrition Companies, Inc. from Numico. In this prospectus, we refer to this acquisition as the “Acquisition.”

Simultaneously with the closing of the Acquisition, we entered into a new senior credit facility with a syndicate of lenders, consisting of a term loan facility and a revolving credit facility, to fund a portion of the Acquisition purchase price. See “Description of Senior Credit Facility” for a more detailed description of our senior credit facility. We also issued the old notes to fund a portion of the Acquisition purchase price. In addition, our parent received an equity contribution in exchange for its common and preferred stock from GNC Investors, LLC, its principal stockholder, which we refer to in this prospectus as our equity sponsor. Our parent contributed the full amount of the equity contribution to us to fund a portion of the Acquisition purchase price. Our equity sponsor subsequently resold all of our preferred stock to other institutional investors.

Our equity sponsor held approximately 96% of our parent’s outstanding common stock as of June 30, 2004. Affiliates of Apollo Advisors V, L.P. (“Apollo Advisors V”) and other institutional investors own all of the equity interests of our equity sponsor, with affiliates of Apollo Advisors V owning approximately 76% of such equity interests.

On May 28, 2004, our parent filed a Registration Statement on Form S-1 in connection with its proposed initial public offering. Our parent indicated that it intends to use the net proceeds from that offering to repurchase shares of its common stock, to redeem its preferred stock and to redeem a portion of the notes. There can be no assurance that our parent will consummate its initial public offering.

Our principal executive office is located at 300 Sixth Avenue, Pittsburgh, Pennsylvania 15222, and our telephone number is (412) 288-4600. We also maintain a website at www.gnc.com. The information on our website is not part of this prospectus.


		will be credited to the tendering holders’ account at DTC. For further information regarding the withdrawal of the tendered old notes, see “The Exchange Offer — Terms of the Exchange Offer; Period for Tendering Old Notes” and “The Exchange Offer — Withdrawal Rights.”

Conditions to the Exchange Offer		We are not required to accept for exchange or to issue new notes in exchange for any old notes, and we may terminate or amend the exchange offer if any of the following events occur prior to our acceptance of the old notes:

		• the exchange offer violates any applicable law or applicable interpretation of the staff of the Securities and Exchange Commission;

		• an action or proceeding shall have been instituted or threatened in any court or by any governmental agency that might materially impair our or our guarantors’ ability to proceed with the exchange offer;

		• we do not receive all the governmental approvals that we believe are necessary to consummate the exchange offer; or

		• there has been proposed, adopted, or enacted any law, statute, rule or regulation that, in our reasonable judgment, would materially impair our ability to consummate the exchange offer.

		We may waive any of the above conditions in our reasonable discretion. See the discussion below under the caption “The Exchange Offer — Conditions to the Exchange Offer” for more information regarding the conditions to the exchange offer.

Procedures for Tendering Old Notes		Unless you comply with the procedure described below under the caption “The Exchange Offer — Guaranteed Delivery Procedures,” you must do one of the following on or prior to the expiration or termination of the exchange offer to participate in the exchange offer:

		• tender your old notes by sending the certificates for your old notes, in proper form for transfer, a properly completed and duly executed letter of transmittal and all other documents required by the letter of transmittal, to U.S. Bank National Association, as exchange agent, at one of the addresses listed below under the caption “The Exchange Offer — Exchange Agent”; or

		• tender your old notes by using the book-entry transfer procedures described below and transmitting a properly completed and duly executed letter of transmittal, or an agent’s message instead of the letter of transmittal, to the exchange agent. In order for a book-entry transfer to constitute a valid tender of your old notes in the exchange offer, U.S. Bank National Association, as exchange agent, must receive a confirmation of book-entry transfer of your old notes into the exchange agent’s account at DTC prior to the expiration or termination of the exchange offer. For more information regarding the use of book-entry transfer procedures, including a description of the required


		agent’s message, see the discussion below under the caption “The Exchange Offer — Book-Entry Transfers.”

Guaranteed Delivery Procedures		If you are a registered holder of old notes and wish to tender your old notes in the exchange offer, but

		• the old notes are not immediately available;

		• time will not permit your old notes or other required documents to reach the exchange agent before the expiration or termination of the exchange offer; or

		• the procedure for book-entry transfer cannot be completed prior to the expiration or termination of the exchange offer;

		then you may tender old notes by following the procedures described below under the caption “The Exchange Offer — Guaranteed Delivery Procedures.”

Special Procedures for Beneficial Owners		If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in the exchange offer, you should promptly contact the person in whose name the old notes are registered and instruct that person to tender them on your behalf. If you wish to tender in the exchange offer on your own behalf, prior to completing and executing the letter of transmittal and delivering your old notes, you must either make appropriate arrangements to register ownership of the old notes in your name, or obtain a properly completed bond power from the person in whose name the old notes are registered.

Material United States Federal Income Tax Considerations		The exchange of the old notes for new notes in the exchange offer will not be a taxable transaction for United States federal income tax purposes. See the discussion below under the caption “Material United States Federal Income Tax Considerations,” for more information regarding the United States federal income tax consequences to you of the exchange offer.

Use of Proceeds		We will not receive any cash proceeds from the exchange offer.

Exchange Agent		U.S. Bank National Association is the exchange agent for the exchange offer. You can find the address and telephone number of the exchange agent below under the caption, “The Exchange Offer — Exchange Agent.”

Resales		Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that the new notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as:

		• you are acquiring the new notes in the ordinary course of your business;


		old notes. Under the terms of the registration rights agreement, we agreed to:

		• cause the exchange offer registration statement to be filed with the Securities and Exchange Commission on or prior to 150 days after the closing date of the offering of the old notes;

		• use all commercially reasonable efforts to have the exchange offer registration statement declared effective no later than 250 days after the closing date of the offering;

		• use all commercially reasonable efforts to consummate the exchange offer within 30 business days after the date on which the exchange offer registration statement is declared effective;

		• use all commercially reasonable efforts to file a shelf registration statement for the resale of the old notes if we cannot effect an exchange offer within the time periods listed above and in certain other circumstances; and

		• if we fail to meet our registration obligations, we will pay liquidated damages in an amount equal to 0.25% per annum of the principal amount of old notes held by a holder for each day that we default on our registration obligations, increasing by an additional 0.25% per annum of the principal amount of old notes for each subsequent 90-day period our registration obligations are not met, up to a maximum of liquidated damages equal to 1.00% per annum of the principal amount of old notes.

Investing in the notes involves a number of material risks. For a discussion of certain risks that should be considered in connection with an investment in the notes, see “Risk Factors” included elsewhere in this prospectus.

If you do not exchange your old notes in the exchange offer, you will continue to be subject to the restrictions on transfer described in the legend on the certificate for your old notes. In general, you may offer or sell your old notes only:


	•	if they are registered under the Securities Act and applicable state securities laws;

	•	if they are offered or sold under an exemption from registration under the Securities Act and applicable state securities laws; or

	•	if they are offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

We do not currently intend to register the old notes under the Securities Act. Under some circumstances, however, holders of the old notes, including holders who are not permitted to participate in the exchange offer or who may not freely sell new notes received in the exchange offer, may require us to file, and to cause to become effective, a shelf registration statement covering resales of the old notes by these holders. For more information regarding the consequences of not tendering your old notes and our obligations to file a shelf registration statement, see “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Old Notes” and “Description of New Notes — Registration Rights.”

The terms of the new notes and those of the outstanding old notes are substantially identical, except that the transfer restrictions and registration rights relating to the old notes do not apply to the new notes. For a more complete understanding of the new notes, see “Description of New Notes” in this prospectus.

You should carefully consider the risk factors set forth below and all of the other information set forth in this prospectus before tendering your old notes in the exchange offer. The following risks could materially harm our business, financial condition, future results and cash flow. If that occurs, you may lose all or part of your original investment.

Some holders who exchange their old notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your old notes in the exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

There is no established trading market for the new notes, and you may find it difficult to sell your new notes.

There is no existing trading market for the new notes. We do not intend to apply for listing or quotation of the new notes on any exchange. Therefore, we do not know if investor interest will lead to the development of a trading market or how liquid that market may be, if new note holders will be able to sell their new notes, the amount of new notes that will be outstanding following the exchange offer or the price at which the new notes might be sold. As a result, the market price of the new notes could be adversely affected.

Holders who fail to exchange their old notes will continue to be subject to restrictions on transfer.

If you do not exchange your old notes for new notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your old notes described in the legend on the certificates for your old notes. The restrictions on transfer of your old notes arise because we issued the old notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the old notes if they are registered under the Securities Act and applicable state securities laws, or are offered and sold under an exemption from these requirements. We do not plan to register the old notes under the Securities Act. Furthermore, we have not conditioned the exchange offer on receipt of any minimum or maximum principal amount of old notes. As old notes are tendered and accepted in the exchange offer, the principal amount of remaining outstanding old notes will decrease. This decrease will reduce the liquidity of the trading market of the old notes, which decrease may be substantial. There may not be a trading market for the outstanding notes following the exchange offer. For further information regarding the consequences of tendering your old notes in the exchange offer, see the discussions below under the captions “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Old Notes” and “Material United States Federal Income Tax Considerations.”

You must comply with the exchange offer procedures in order to receive new, freely tradable notes. If you fail to comply with the exchange offer procedures, your notes will continue to be subject to restrictions on transfer.

Delivery of new notes in exchange for old notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of the following:


	•	certificates for old notes or a book-entry confirmation of a book-entry transfer of old notes into the exchange agent’s account at DTC, New York, New York as a depository, including an agent’s message if the tendering holder does not deliver a letter of transmittal;


	•	a completed and signed letter of transmittal (or facsimile thereof), with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message in lieu of the letter of transmittal; and

	•	any other documents required by the letter of transmittal.

Therefore, holders of old notes who would like to tender old notes in exchange for new notes should be sure to allow enough time for the old notes to be delivered on time or the procedure for book entry transfer to be completed prior to the expiration or termination of the exchange offer. We are not required to notify you of defects or irregularities in tenders of old notes for exchange. Old notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the Registration Rights Agreement will terminate. See “The Exchange Offer — Procedures for Tendering Old Notes” and “The Exchange Offer — Consequences of Exchanging or Failing to Exchange Old Notes.”

As used in this prospectus, the term “agent’s message” means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant stating that such participant has received and agrees to be bound by the letter of transmittal and that we may enforce such letter of transmittal against such participant.

Our substantial indebtedness could adversely affect our financial condition and otherwise adversely impact our operating income and growth prospects.

As of June 30, 2004, our total indebtedness was approximately $512.3 million, and we had an additional $65.6 million available for borrowing on a secured basis under our revolving credit facility after giving effect to the use of $9.4 million of the revolving credit facility to secure letters of credit.

Our substantial indebtedness could have important consequences to you. For example, it could:


	•	require us to use all or a large portion of our cash to pay principal and interest on our indebtedness, which could reduce the availability of our cash to fund working capital, capital expenditures and other business activities;

	•	increase our vulnerability to general adverse economic and industry conditions;

	•	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

	•	restrict us from making strategic acquisitions or exploiting business opportunities;

	•	make it more difficult for us to satisfy our obligations with respect to our indebtedness;

	•	place us at a competitive disadvantage compared to our competitors that have less debt; and

	•	limit our ability to borrow additional funds, dispose of assets or pay cash dividends.

Furthermore, all of our indebtedness under our senior credit facility bears interest at variable rates. If these rates were to increase significantly, our ability to borrow additional funds may be reduced and the risks related to our substantial indebtedness would intensify. In addition, we and our subsidiaries may be able to incur substantial additional indebtedness in the future.

If we are unable to meet our obligations with respect to our indebtedness, we could be forced to restructure or refinance our indebtedness, seek equity financing or sell assets. If we are unable to restructure, refinance or sell assets in a timely manner or on terms satisfactory to us, we may default under our obligations. As of June 30, 2004, all of our indebtedness described above was subject to acceleration clauses. A default on any of our indebtedness obligations could trigger such acceleration clauses and cause those and our other obligations to become immediately due and payable. Upon an acceleration of such indebtedness, we may not be able to make payments under our indebtedness.

We will require a significant amount of cash to service our indebtedness. Our ability to generate cash depends on many factors beyond our control and, as a result, we may not be able to make payments on our debt obligations, including the notes.

Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund planned capital expenditures, product development efforts and other business activities, will depend on our ability to generate cash in the future. This is subject, to a certain extent, to general economic, financial, competitive, legislative, regulatory and other factors, many of which are beyond our control.

We may be unable to generate sufficient cash flow from operations, to realize anticipated cost savings and operating improvements on schedule or at all, or to obtain future borrowings under our senior credit facility or otherwise in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. If we do not have sufficient liquidity, we may need to refinance or restructure all or a portion of our indebtedness, including the notes, on or before maturity, sell assets or borrow more money. We may not be able to do so on terms satisfactory to us, or at all.

Despite our and our subsidiaries’ current significant level of indebtedness, we may still be able to incur more indebtedness, which would intensify the risks described above.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although our senior credit facility and the indenture governing the notes each contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, indebtedness incurred in compliance with these restrictions could be substantial. For example, as of June 30, 2004, approximately $65.6 million was available for additional borrowings under our senior credit facility on a secured basis. If additional indebtedness is added to our or our subsidiaries’ current levels of indebtedness, the substantial risks described above would intensify.

Our indebtedness imposes restrictions on us that may affect our ability to successfully operate our business and our ability to make payments on the notes.

The senior credit facility and the indenture governing the notes include certain covenants that, among other things, restrict our ability to:


	•	incur additional indebtedness and issue preferred stock;

	•	make restricted payments;

	•	allow restrictions on the ability of certain subsidiaries to make distributions;

	•	sell assets;

	•	enter into certain transactions with affiliates; and

	•	create liens.

We are also required by our senior credit facility to maintain certain financial ratios, including, but not limited to, fixed charge coverage and maximum total leverage ratios. All of these covenants may restrict our ability to expand or to fully pursue our business strategies and opportunities. Our ability to comply with these and other provisions of the indenture and the senior credit facility may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events beyond our control. The breach of any of these covenants could result in a default under our indebtedness, which could cause those and other obligations to become immediately due and payable. If we default under indebtedness that is senior to the notes, we could be prohibited from making payments with respect to the notes until the default is cured or all indebtedness that is senior to the notes is paid in full. If any of our indebtedness is accelerated, we may not be able to repay it.

The notes and the guarantees are our and the guarantors’ general unsecured obligations. If our or the guarantors’ secured creditors exercise their rights with respect to our pledged assets, the proceeds of the liquidation of those assets will first be applied to repay obligations secured by the first priority liens and then to repay other secured indebtedness before any unsecured indebtedness, including the notes, is repaid. In that event, we may not be able to pay amounts due on the notes.

The notes and the guarantees are general unsecured obligations. As of June 30, 2004, we and our subsidiaries had an aggregate of $297.3 million of secured indebtedness outstanding (excluding $9.4 million of letters of credit), including indebtedness outstanding under our senior credit facility, which was secured by liens on substantially all of our assets and the assets of the guarantors. In the event that our secured creditors exercise their rights with respect to the pledged assets, the proceeds of the liquidation of those assets will first be applied to repay obligations secured by first priority liens and then to repay other secured indebtedness before any unsecured indebtedness, including the notes, is repaid. Holders of the notes will participate ratably in our remaining assets with all holders of our unsecured indebtedness deemed to be of the same class as the notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor. In any of the foregoing events, there may not be sufficient assets to pay amounts due on the notes. As a result, holders of notes may receive less, ratably, than holders of secured indebtedness. In addition, we and the guarantors may incur additional secured indebtedness in the future. Depending on the amount of our future secured indebtedness, including borrowings under our senior credit facility, the availability of our assets to satisfy our payment obligations on the notes may be further limited.

Your right to receive payments on the notes is junior to our existing indebtedness and possibly all of our future borrowings. Further, the guarantees of the notes are junior to all of our guarantors’ existing indebtedness and possibly to all of their future borrowings. In the event of a bankruptcy, liquidation or reorganization or similar proceeding, we and our guarantors may not have sufficient funds to pay our creditors, and you may receive less, ratably, than holders of senior indebtedness.

The notes and the guarantees rank behind all of our and the guarantors’ existing indebtedness (other than trade payables) and all of our and their future borrowings (other than trade payables), except any future indebtedness that expressly provides that it ranks equal with, or subordinated in right of payment to, the notes and the guarantees. As a result, upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors or our or their property, the holders of our senior indebtedness and of the guarantors’ senior indebtedness will be entitled to be paid in full before any payment may be made with respect to the notes or the guarantees.

In addition, all payments on the notes and the guarantees will be blocked in the event of a payment default on senior indebtedness and may be blocked for up to 179 of 360 consecutive days in the event of certain non-payment defaults on senior indebtedness.

In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, holders of the notes will participate with trade creditors and all other holders of our and the guarantors’ subordinated indebtedness in the assets remaining after we and the guarantors have paid all of our senior indebtedness in full. However, because the indenture governing the notes requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior indebtedness instead, holders of the notes may receive less, ratably, than holders of trade payables in any such proceeding. In any of these cases, we and the guarantors may not have sufficient funds to pay all of our creditors, and holders of notes may receive less, ratably, than the holders of our senior indebtedness.

As of June 30, 2004, the old notes and the guarantees were subordinated to $297.3 million of senior indebtedness (excluding $9.4 million of letters of credit, and approximately $65.6 million of senior indebtedness was available for borrowing under our senior credit facility. We will be permitted to borrow substantial additional indebtedness, including senior indebtedness, in the future under the terms of the indenture.

Because the notes are structurally subordinated to the indebtedness of our non-guarantor subsidiaries, your right to receive payments on the notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate, or reorganize.

Holders of notes do not have any claim as creditors of our subsidiaries that are not guarantors of the notes. None of our foreign subsidiaries or future immaterial subsidiaries will guarantee the notes. The notes are structurally subordinated to any existing and future preferred stock, indebtedness and other liabilities of any of our subsidiaries that do not guarantee the notes. This is so even if such obligations do not constitute senior indebtedness. In addition, subject to limitations, the indenture permits our non-guarantor subsidiaries to incur additional indebtedness and does not contain any limitation on the amount of other liabilities that may be incurred by these subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of preferred stock, indebtedness and other liabilities will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. In addition, the ability of the non-guarantor subsidiaries to pay dividends or distributions to us is subject to applicable local laws, tax laws and other restrictions.

We are a holding company and therefore depend on our subsidiaries to service our debt. Earnings from our operating subsidiaries may not be sufficient to fund our operations and we may be unable to make payments on our debt obligations, including the notes.

We have no direct operations and no significant assets other than the stock of our subsidiaries. Because we conduct our operations through our operating subsidiaries, we depend on those entities for dividends and other payments to generate the funds necessary to meet our financial obligations, including payments on the notes. Under certain circumstances, legal and contractual restrictions, as well as the financial condition and operating requirements of our subsidiaries, may limit our ability to obtain cash from our subsidiaries. The earnings from, or other available assets of, these operating subsidiaries may not be sufficient to make distributions to enable us to pay interest on our debt obligations, including the notes, when due or the principal of such debt at maturity.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture, which could cause us to default on our debt obligations, including the notes.

Upon certain “change of control” events, as that term is defined in the indenture, we will be required to make an offer to repurchase all or any part of each holder’s notes at a price equal to 101% of the principal thereof, plus accrued interest and liquidated damages, if any, to the date of repurchase. The source of funds for any such repurchase would be our available cash or cash generated from operations or other sources, including borrowings, sales of equity or funds provided by a new controlling person or entity. We may not have sufficient funds available at the time of any change of control event to repurchase all tendered notes pursuant to this requirement. Our failure to offer to repurchase notes or to repurchase notes tendered following a change of control would result in a default under the indenture, which could lead to a cross-default under the terms of our senior credit facility and our other indebtedness. In addition, our senior credit facility will prohibit us from making any such required repurchases, and any future senior indebtedness may contain similar prohibitions. Accordingly, prior to repurchasing the notes upon a change of control event, we must either repay outstanding indebtedness under our senior credit facility and such future indebtedness or obtain the consent of the lenders thereunder. If we were unable to obtain the required consents or repay our outstanding indebtedness that is senior to the notes, we would remain effectively prohibited from offering to repurchase the notes. See “Description of the New Notes — Change of Control.” We may be unable to refinance or obtain consents on terms acceptable to us or at all.

Under certain circumstances, a court could cancel the notes or the guarantees of our subsidiaries. The subsidiary guarantees may not be enforceable. In that event, you would cease to be our or our guarantors’ creditor and likely have no source to recover amounts due under the notes.

Our issuance of the notes and the issuance of the guarantees by certain of our subsidiaries may be subject to review under federal or state fraudulent transfer law. If we become a debtor in a case under the

United States Bankruptcy Code or encounter other financial difficulty, a court might avoid (that is, cancel) our obligations under the notes. The court might do so if it found that, when we issued the notes, (a) we received less than reasonably equivalent value or fair consideration, and (b) we either (i) were or were rendered insolvent, (ii) were left with inadequate capital to conduct our business, or (iii) believed or reasonably should have believed that we would incur debts beyond our ability to pay. The court might also avoid the notes, without regard to factors (a) and (b), if it found that we issued the notes with actual intent to hinder, delay, or defraud our creditors.

Similarly, if one of our subsidiaries who guarantees the notes becomes a debtor in a case under the Bankruptcy Code or encounters other financial difficulty, a court might cancel its guarantee, if it found that when the subsidiary issued its guarantee (or in some jurisdictions, when payments became due under the guarantee), factors (a) and (b) above applied to the subsidiary, or if it found that the subsidiary issued its guarantee with actual intent to hinder, delay, or defraud its creditors.

A court would likely find that neither we nor any subsidiary guarantor received reasonably equivalent value or fair consideration for incurring our obligations under the notes and guarantees unless we or the subsidiary guarantor benefited directly or indirectly from the notes’ issuance. In other instances, courts have found that an issuer did not receive reasonably equivalent value or fair consideration if the proceeds of the issuance were used (as here) to finance the Acquisition.

The test for determining solvency for purposes of the foregoing will vary depending on the law of the jurisdiction being applied. In general, a court would consider an entity insolvent either if the sum of its existing debts exceeds the fair value of all its property, or if its assets’ present fair saleable value is less than the amount required to pay the probable liability on its existing debts as they become due. For this analysis, “debts” includes contingent and unliquidated debts.

The indenture limits the liability of each subsidiary guarantor on its guarantee to the maximum amount that the subsidiary can incur without risk that the guarantee will be subject to avoidance as a fraudulent transfer. This limitation may not protect the guarantees from fraudulent transfer attack and even if it does, the remaining amount due and collectible under the guarantees may not be sufficient to pay the notes when due.

If a court avoided our obligations under the notes and the obligations of all the subsidiary guarantors under their guarantees, you would cease to be our creditors or creditors of the guarantors and likely have no source from which to recover amounts due under the notes.

Even if the guarantee of a subsidiary guarantor is not avoided as a fraudulent transfer, a court may subordinate the guarantee to that subsidiary guarantor’s other debt. In that event, the guarantees would be structurally subordinated to all the subsidiary guarantor’s other debt.

The trading price of the notes may be volatile, which could adversely affect the market price of your notes.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. Any such disruptions could adversely affect the prices at which you may sell your notes. In addition, the new notes may trade at a discount from the initial offering price of the old notes, depending on prevailing interest rates, the market for similar notes, our performance and other factors.

We may incur material product liability claims, which could increase our costs and adversely affect our reputation, revenues and operating income.

As a retailer, distributor and manufacturer of products designed for human consumption, we are subject to product liability claims if the use of our products is alleged to have resulted in injury. Our products consist of vitamins, minerals, herbs and other ingredients that are classified as foods or dietary supplements and are not subject to pre-market regulatory approval in the United States. Our products could contain contaminated substances, and some of our products contain innovative ingredients that do not have long histories of human

consumption. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. In addition, many of the products we sell are produced by third-party manufacturers. As a distributor of products manufactured by third parties, we may also be liable for various product liability claims for products we do not manufacture. We have been in the past, and may be in the future, subject to various product liability claims, including, among others, that our products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances. For example, as of August 4, 2004, we have been named as a defendant in 137 pending cases involving the sale of products that contain ephedra. See “Business — Legal Proceedings.” A product liability claim against us could result in increased costs and could adversely affect our reputation with our customers, which in turn could adversely affect our revenues and operating income.

A substantial amount of our revenues are generated from our franchisees, and our revenues could decrease significantly if our franchisees do not conduct their operations profitably or we fail to attract new franchisees.

As of June 30, 2004 and December 31, 2003, approximately 36% and 35%, respectively, of our retail locations were operated by franchisees. Approximately 17% and 18% of our revenues were generated from our franchise operations for the six months ended June 30, 2004 and for the year ended December 31, 2003, respectively. Our revenues from franchised stores depend on the franchisees’ ability to operate their stores profitably and adhere to our franchise standards. The closing of unprofitable stores or the failure of franchisees to comply with our policies could adversely affect our reputation and could reduce the amount of our franchise revenues. These factors could have a material adverse effect on our revenues and operating income.

If we are unable to attract new franchisees or to convince existing franchisees to open additional stores, any growth in royalties from franchised stores will depend solely upon increases in revenues at existing franchised stores, which could be minimal. In addition, our ability to open additional franchised locations is limited by the territorial restrictions in our existing franchise agreements as well as our ability to identify additional markets in the United States and Canada that are not currently saturated with the products we offer. If we are unable to open additional franchised locations, we will have to sustain additional growth internally by attracting new and repeat customers to our existing locations. If we are unable to do so, our revenues and operating income may decline significantly.

Unfavorable publicity or consumer perception of our products and any similar products distributed by other companies could cause fluctuations in our operating results and could have a material adverse effect on our reputation, resulting in decreased sales.

We are highly dependent upon consumer perception regarding the safety and quality of our products, as well as similar products distributed by other companies. Consumer perception of products can be significantly influenced by scientific research or findings, national media attention and other publicity about product use. A product may be received favorably, resulting in high sales associated with that product that may not be sustainable as consumer preferences change. Future scientific research or publicity could be unfavorable to our industry or any of our particular products and may not be consistent with earlier favorable research or publicity. A future research report or publicity that is perceived by our consumers as less favorable or that questions such earlier research or publicity could have a material adverse effect on our ability to generate revenues. For example, sales of some of our VMHS products, such as St. John’s Wort, Sam-e and Melatonin, were initially strong, but decreased substantially as a result of negative publicity. As a result of the above factors, our operations may fluctuate significantly from quarter-to-quarter, which may cause volatility in our stock price. Period-to-period comparisons of our results should not be relied upon as a measure of our future performance. Adverse publicity in the form of published scientific research or otherwise, whether or not accurate, that associates consumption of our products or any other similar products with illness or other adverse effects, that questions the benefits of our or similar products or that claims that any such products are ineffective could have a material adverse effect on our reputation, resulting in decreased sales.

Compliance with new and existing governmental regulations could increase our costs significantly and adversely affect our operating income.

The processing, formulation, manufacturing, packaging, labeling, advertising and distribution of our products are subject to federal laws and regulation by one or more federal agencies, including the Food and Drug Administration (“FDA”), the Federal Trade Commission (“FTC”), the Consumer Product Safety Commission, the United States Department of Agriculture and the Environmental Protection Agency. These activities are also regulated by various state, local and international laws and agencies of the states and localities in which our products are sold. Government regulations may prevent or delay the introduction, or require the reformulation, of our products, which could result in lost revenues and increased costs to us. In addition, we may be unable to market particular products or use certain statements of nutritional support on our products as a result of regulatory determinations, which could adversely affect our sales of those products. The FDA also could require us to remove a particular product from the market. For example, in April 2004, the FDA banned the sale of products containing ephedra. Sale of products containing ephedra amounted to approximately $35.2 million, or 3.3% of our retail sales, in 2003 and approximately $182.9 million, or 17.1% of our retail sales, in 2002. Any future recall or removal would result in additional costs to us, including lost revenues from any additional products that we are required to remove from the market, any of which could be material. Any such product recalls or removals could also lead to liability, substantial costs and reduced growth prospects.

Additional or more stringent regulations of dietary supplements and other products have been considered from time to time. Such developments could require reformulation of certain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, adverse event reporting or other new requirements. Any such developments could increase our costs significantly. For example, legislation has been introduced in Congress to impose substantial new regulatory requirements for dietary supplements including adverse event reporting, postmarket surveillance requirements, FDA reviews of dietary supplement ingredients, safety testing and records inspection, and key members of Congress and the dietary supplement industry have indicated that they have reached agreement to support legislation requiring adverse event reporting. If enacted, new legislation could raise our costs and negatively impact our business. In addition, we expect that the FDA soon will adopt the proposed rules on Good Manufacturing Practice in manufacturing, packaging, or holding dietary ingredients and dietary supplements, which will apply to the products we manufacture. We may not be able to comply with the new rules without incurring additional expenses, which could be significant. See “Business — Government Regulation — Product Regulation” for additional information.

If we fail to protect our brand name, competitors may adopt tradenames that dilute the value of our brand name.

We have invested significant resources in our GNC brand name in order to obtain the public recognition that we have today. However, we may be unable or unwilling to strictly enforce our trademark in each jurisdiction in which we do business. In addition, because of the differences in foreign trademark laws concerning proprietary rights, our trademark may not receive the same degree of protection in foreign countries as it does in the United States. Also, we may not always be able to successfully enforce our trademark against competitors, or against challenges by others. For example, a third party is currently challenging our right to register in the United States certain marks that incorporate our “GNC Live Well” trademark. Our failure to successfully protect our trademark could diminish the value and efficacy of our past and future marketing efforts, and could cause customer confusion, which could, in turn, adversely affect our revenues and profitability.

Our failure to appropriately respond to changing consumer preferences and demand for new products and services could significantly harm our customer relationships and product sales.

Our business is particularly subject to changing consumer trends and preferences, especially with respect to the diet category. Our continued success depends in part on our ability to anticipate and respond to these

changes, and we may not respond in a timely or commercially appropriate manner to such changes. For example, the current trend in favor of low-carbohydrate diets is not as dependent on diet products as many other dietary programs. As a result, we have experienced and may continue to experience a decline in sales of our diet products.

Furthermore, the nutritional supplement industry is characterized by rapid and frequent changes in demand for products and new product introductions. Our failure to accurately predict these trends could negatively impact consumer opinion of our stores as a source for the latest products, which in turn could harm our customer relationships and cause losses to our market share. The success of our new product offerings depends upon a number of factors, including our ability to:


	•	accurately anticipate customer needs;

	•	innovate and develop new products;

	•	successfully commercialize new products in a timely manner;

	•	price our products competitively;

	•	manufacture and deliver our products in sufficient volumes and in a timely manner; and

	•	differentiate our product offerings from those of our competitors.

If we do not introduce new products or make enhancements to meet the changing needs of our customers in a timely manner, some of our products could be rendered obsolete, which could have a material adverse effect on our revenues and operating results.

We are not insured for a significant portion of our claims exposure, which could materially and adversely affect our operating income and profitability.

We are not insured for certain property and casualty risks due to the frequency and severity of a loss, the cost of insurance and the overall risk analysis. In addition, we carry product liability insurance coverage that requires us to pay deductibles/ retention with primary and excess liability coverage above the deductible/ retention amount. Because of our deductibles and self-insured retention amounts, we have significant exposure to fluctuations in the number and severity of claims. Although our deductibles/ retentions for products liability claims were historically $50,000, our deductibles/retentions have increased to $1 million per claim with a $10 million annual aggregate retention. As a result, our insurance and claims expense could increase in the future. Alternatively, we could raise our deductibles/ retentions, which would increase our already significant exposure to expense from claims. If any claim were to exceed our coverage, we would bear the excess expense, in addition to our other self-insured amounts. If the frequency or severity of claims or our expenses increase, our operating income and profitability could be materially adversely affected. See “Business — Legal Proceedings.”

Our failure to comply with FTC regulations and existing consent decrees imposed on us by the FTC could result in substantial monetary penalties and could adversely affect our operating results.

The FTC exercises jurisdiction over the advertising of dietary supplements and has instituted numerous enforcement actions against dietary supplement companies, including us, for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims. As a result of these enforcement actions, we are currently subject to three consent decrees that limit our ability to make certain claims with respect to our products and require us to pay civil penalties. Failures by us or our franchisees to comply with the consent decrees and applicable regulations could occur from time to time. Violations of these orders could result in substantial monetary penalties, which could have a material adverse effect on our financial condition or results of operations.

Franchise regulations could limit our ability to terminate or replace under-performing franchises, which could adversely impact franchise revenues.

Applicable franchise laws may delay or prevent us from terminating a franchise or withholding consent to renew or transfer a franchise. As a franchisor, we are subject to federal, state and international laws regulating the offer and sale of franchises. These laws impose registration and extensive disclosure requirements on the offer and sale of franchises. These laws frequently apply substantive standards to the relationship between franchisor and franchisee, and limit the ability of a franchisor to terminate or refuse to renew a franchise. We may, therefore, be required to retain an under-performing franchise and may be unable to replace the franchisee, which could adversely impact franchise revenues. In addition, the nature and effect of any future legislation or regulation on our franchise operations cannot be predicted.

Economic, political and other risks associated with our international operations could adversely affect our revenues and international growth prospects.

As of June 30, 2004, we had 692 international franchised stores in 37 international markets (excluding Canada). For the year ended December 31, 2003 and the six months ended June 30, 2004, 6.2% and 7.1%, respectively, of our revenues were derived from our international operations. As part of our business strategy, we intend to expand our international franchise presence. Our international operations are subject to a number of risks inherent to operating in foreign countries, and any expansion of our international operations will exacerbate the effects of these risks. These risks include, among others:


	•	political and economic instability of foreign markets;

	•	foreign governments’ restrictive trade policies;

	•	inconsistent product regulation or sudden policy changes by foreign agencies or governments;

	•	the imposition of, or increase in, duties, taxes, government royalties or non-tariff trade barriers;

	•	difficulty in collecting international accounts receivable and potentially longer payment cycles;

	•	increased costs in maintaining international franchise and marketing efforts;

	•	exchange controls;

	•	problems entering international markets with different cultural bases and consumer preferences; and

	•	fluctuations in foreign currency exchange rates.

Any of these risks could have a material adverse effect on our international operations and our growth strategy.

We operate in a highly competitive industry. Our failure to compete effectively could adversely affect our revenues and growth prospects.

The U.S. nutritional supplements retail industry is a large, highly fragmented and growing industry, with no single industry participant accounting for more than 10% of total industry retail sales. Participants include specialty retailers, supermarkets, drugstores, mass merchants, multi-level marketing organizations, mail order companies and a variety of other smaller participants. The market is also highly sensitive to the introduction of new products, including various prescription drugs, which may rapidly capture a significant share of the market. In the United States, we also compete for sales with supermarkets, drugstores and mass merchants and with heavily advertised national brands manufactured by large pharmaceutical and food companies, as well as the Nature’s Bounty® and Nature’s Wealth® brands, sold by Vitamin World® and other retailers. In addition, as certain products become more mainstream, we experience increased competition for those products. For example, as the trend in favor of low-carbohydrate products has developed, we have experienced increased competition for our diet products from supermarkets, drug stores, mass merchants and other food companies. Our international competitors also include large international pharmacy chains, major international supermarket chains and other large U.S.-based companies with international operations. Our wholesale and

We rely on our manufacturing operations to produce nearly all of the proprietary products we sell. Disruptions in our manufacturing system or losses of manufacturing certifications could adversely affect our sales and customer relationships.

For the year ended December 31, 2003, and the six months ended June 30, 2004, our manufacturing operations produced approximately 32% and 32%, respectively, of the products we sold. Other than powders and liquids, nearly all of our proprietary products are produced in our manufacturing facilities. Any significant disruption in those operations for any reason, such as regulatory requirements and loss of certifications, power interruptions, fires, hurricanes, war or other force majeure, could adversely affect our sales and customer relationships.

Intellectual property litigation and infringement claims against us could cause us to incur significant expenses or prevent us from manufacturing, selling or using some aspect of our products, which could adversely affect our revenues and market share.

We may be subject to intellectual property litigation and infringement claims, which could cause us to incur significant expenses or prevent us from manufacturing, selling or using some aspect of our products. Claims of intellectual property infringement also may require us to enter into costly royalty or license agreements. However, we may be unable to obtain royalty or license agreements on terms acceptable to us or at all. Claims that our technology or products infringe on intellectual property rights could be costly and would divert the attention of management and key personnel, which in turn could adversely affect our revenues and profitability.

We are controlled by our equity sponsor, an affiliate of Apollo Advisors V, L.P., and certain of our directors and members of our management, whose interests may not be aligned with yours.

Our equity sponsor, an affiliate of Apollo Advisors V, L.P., and certain of our directors and members of our management beneficially own all of the outstanding common equity on a fully diluted basis of our parent, GNC Corporation, and as a result, are in a position to control all matters affecting us. The interests of our equity sponsor, its respective affiliates and certain of our directors and members of our management could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of our equity holders might conflict with your interests as a noteholder. Equity holders may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments even though such transactions might involve risks to you as a noteholder.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. This prospectus is not an offer to sell or a solicitation of an offer to buy shares in any jurisdiction where such offer or any sale of shares would be unlawful. The information in this prospectus is complete and accurate only as of the date on the front cover regardless of the time of delivery of this prospectus or of any sale of shares.

Throughout this prospectus we use market and industry forecasts and projections which we obtained from market research, publicly available information and industry publications. The industry forecasts and projections are based on industry surveys and the preparers’ experience in the industry and there is no assurance that any of the projected results will be achieved.

We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business. Our service marks and trademarks include the GNC® name. Each trademark, trade name or service mark of any other company appearing in this prospectus belongs to its holder. Use or display by us of other parties’ trademarks, trade names or service marks is not intended to and does not imply a relationship with, or endorsement or sponsorship by us of, the trademark, trade name or service mark owner.

This prospectus includes forward-looking statements. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, and other information that is not historical information. Many of these statements appear, in particular, under the headings “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” When used in this prospectus, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “projects” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, our examination of historical operating trends, are based upon our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and beliefs, but we may not realize our expectations and our beliefs may not prove correct. Important factors that could cause our actual results to differ materially from the forward-looking statements are set forth in this prospectus, including under the heading “Risk Factors” and include, among others:


	•	the incurrence of material products liability;

	•	the failure of our franchisees to conduct their operations profitably;

	•	unfavorable publicity or consumer perception of our products;

	•	costs of compliance with governmental regulations;

	•	our failure to protect our brand name;

	•	our failure to respond to changing consumer preferences and the demand for new products and services;

	•	our claims exposure, particularly for claims for which we self-insure;

	•	our failure to comply with FTC regulations and existing consent decrees;

	•	limitations from franchise regulations to terminate or replace under-performing franchises;

	•	economic, political and other risks associated with our international operations;

	•	significant competition in our industry;

	•	our reliance on our manufacturing operations to produce nearly all of the proprietary products we sell;

	•	the impact of intellectual property litigation and infringement claims; and

	•	the impact of being a controlled company on investors.

All forward-looking statements included in this prospectus are based on information available to us on the date of this prospectus. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this prospectus.

We will not receive any cash proceeds from the exchange offer. Any old notes that are properly tendered and exchanged pursuant to the exchange offer will be retired and cancelled.

We have calculated the ratio of earnings to fixed charges by dividing earnings by fixed charges. For the purpose of computing the ratio of earnings to fixed charges, “earnings” is defined as (loss) income before income taxes and fixed charges. “Fixed charges” consist of interest cost whether expensed or capitalized, amortization of debt expense and the portion of rental expense (approximately one-third) that we believe to be representative of the interest factor in those rentals.


(1)	Earnings were insufficient to cover fixed charges by $12.8 million in the period ended August 7, 1999, $20.8 million in the period ended December 31, 1999, and by $175.4 million, $70.0 million, $70.2 million, $759.4 million and $23.1 million for the years ended December 31, 2000, 2001, 2002, the period ended December 4, 2003, and the six months ended June 30, 2003, respectively.

(2)	Earnings were insufficient to cover fixed charges by $635.6 million for the pro forma year ended December 31, 2003.

The following table sets forth our capitalization as of June 30, 2004. The table below should be read in conjunction with “Unaudited Pro Forma Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Senior Credit Facility” and our consolidated financial statements and related notes included elsewhere in this prospectus.


(1)	The senior credit facility consists of a $75.0 million revolving credit facility and a $285.0 million term loan facility. As of June 30, 2004, no amounts had been drawn on the revolving credit facility. Total availability under the revolving credit facility was $65.6 million, after giving effect to $9.4 million of outstanding letters of credit.

(2)	In connection with the Acquisition, we assumed a $14.2 million loan that is secured by a mortgage on our corporate headquarters.

The selected consolidated financial data presented below for the period from: (i) February 7, 1999 to August 7, 1999 and as of August 7, 1999, and (ii) August 8, 1999 to December 31, 1999 and as of December 31, 1999 are derived from our unaudited consolidated financial statements and accompanying notes not included in this prospectus. The selected consolidated financial data for the period from February 7, 1999 to August 7, 1999 represent the period in 1999 prior to the purchase of General Nutrition Companies, Inc. by Numico. The selected consolidated financial data for the period from August 8, 1999 to December 31, 1999 represent the period in 1999 that General Nutrition Companies, Inc. was owned by Numico.

The selected consolidated financial data presented below as of and for the year ended December 31, 2000 and as of December 31, 2001, are derived from our audited consolidated financial statements and accompanying notes not included in this prospectus. The selected consolidated financial data presented below for the year ended December 31, 2001 and as of and for the year ended December 31, 2002 are derived from our audited consolidated financial statements and accompanying notes included elsewhere in this prospectus. The selected consolidated financial data as of and for the years ended December 31, 2000, 2001 and 2002 represent calendar years during which General Nutrition Companies, Inc. was owned by Numico.

On December 5, 2003, we acquired 100% of the outstanding equity interests of General Nutrition Companies, Inc. from Numico USA, Inc. in a business combination accounted for under the purchase method of accounting. As a result, the financial data presented for 2003 include a predecessor period from January 1, 2003 through December 4, 2003 and a successor period from December 5, 2003 through December 31, 2003. The selected consolidated financial data presented below for (i) the period from January 1, 2003 to December 4, 2003 and as of December 4, 2003, and (ii) the 27 days ended December 31, 2003 and as of December 31, 2003 are derived from our audited consolidated financial statements and accompanying notes included elsewhere in this prospectus. The selected consolidated financial data for the period from January 1, 2003 to December 4, 2003 represent the period in 2003 that General Nutrition Companies, Inc. was owned by Numico. The selected consolidated financial data for the 27 days ended December 31, 2003 represent the period of operations in 2003 subsequent to the Acquisition.

As a result of the Acquisition, the consolidated statements of operations for the successor periods includes the following: interest and amortization expense resulting from our senior credit facility and issuance of the old notes, amortization of intangible assets related to the Acquisition, and management fees that did not exist prior to the Acquisition. Further, as a result of purchase accounting, the fair values of our assets on the date of Acquisition became their new cost basis. Results of operations for the successor periods are affected by the newly established cost basis of these assets.

The selected consolidated financial data presented below as of and for the six months ended June 30, 2003 and June 30, 2004 are derived from our unaudited consolidated financial statements and accompanying notes included elsewhere in this prospectus and include, in the opinion of management, all adjustments necessary for a fair presentation of our financial position and operating results for such periods and as of such dates. Our results for interim periods are not necessarily indicative of our results for a full year’s


	(1)	Other expense for 2000 represents an expense associated with the reduction of the market value of certain equity investments. Other income for 2001, 2002 and the period ended December 4, 2003 includes $3.6 million, $214.4 million, and $7.2 million respectively, received from legal settlement proceeds that we collected from a raw material pricing settlement.

	(2)	On January 1, 2002, we adopted SFAS No. 142, which requires that goodwill and other intangible assets with indefinite lives no longer be subject to amortization, but instead are to be tested at least annually for impairment. For the periods ended December 31,


		2002 and December 4, 2003, we recorded impairment charges of $222.0 million (pre-tax), and $709.4 million (pre-tax), respectively, for goodwill and other intangibles as a result of decreases in expectations regarding growth and profitability.

	(3)	Upon adoption of SFAS No. 142, we recorded a one-time impairment charge in the first quarter of 2002 of $889.7 million, net of tax to reduce the carrying amount of goodwill and other intangibles to their implied fair value.

	(4)	A table outlining the impact of the adoption of SFAS No. 142 on the reported net loss as a result of the non-amortization of goodwill beginning on January 1, 2002 is included in note 5 to our consolidated financial statements included elsewhere in this prospectus.

	(5)	Working capital represents current assets less current liabilities.

	(6)	EBITDA as used herein represents net (loss) income before interest expense, net, income tax (benefit) expense, depreciation and amortization. We present EBITDA because we consider it a useful analytical tool for measuring our liquidity and our ability to service our debt and generate cash for other purposes. We also use EBITDA to determine our compliance with certain covenants in our senior credit facility and as a measurement for the calculation of management incentive compensation and our leverage capacity. EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to GAAP cash flow from operating activities as a measure of our profitability or liquidity. We understand that although EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies, our calculation of EBITDA may not be comparable to other similarly titled measures reported by other companies. The following table reconciles EBITDA to cash from operating activities as determined in accordance with GAAP for the periods indicated:

(a)

For the full year ended December 31, 2003, EBITDA was $(573.5) million. EBITDA includes (i) non-cash goodwill and intangible impairment losses of $222.0 million (pre-tax) and $709.4 million (pre-tax) incurred in the year ended December 31, 2002 and for the period January 1, 2003 to December 4, 2003, respectively and (ii) a loss from cumulative effect of an accounting change of $889.7 million, net of tax, for the year ended December 31, 2002.


	(7)	Capital expenditures for 2002 included approximately $13.9 million incurred in connection with our store reset and upgrade program and approximately $74.7 million of capital expenditures in 1999 to construct our manufacturing facility in Anderson, South Carolina. For the full year ended December 31, 2003, capital expenditures were $32.8 million.

(9)

Domestic company-owned same store sales growth is for our company-owned stores only. Same store sales are calculated on a calendar year basis. The calculation of same store sales growth excludes the net sales of a store for any period if the store was not open during the same period of the prior year. When a store’s square footage has been changed as a result of reconfiguration or relocation in the same mall, the store continues to be treated as a same store. When a store closes during the current period, sales from that store up to and including the day of closure are included as same store sales as long as the store was open during the same days of the prior period. Domestic company-owned same store sales were calculated on a 13 four-week period basis in 1999 and 2000 and on a calendar basis for 2001, 2002 and 2003, and for each of the six months ended June 30, 2003 and 2004. As of December 31, 1999, 2000, 2001, 2002 and 2003 we had 2,680, 2,715, 2,829, 2,761 and 2,613 domestic company-owned stores, respectively, and as of June 30, 2003 and 2004 we had 2,686 and 2,649 domestic company-owned stores, respectively.

(10)

Domestic franchised same store sales growth is calculated to exclude the net sales of a store for any period if the store was not open during the same period of the prior year. When a store’s square footage has been changed as a result of reconfiguration or relocation in the same mall, the store continues to be treated as a same store. When a store closes during the current period, sales from that store up to and including the day of closure are including as same store sales as long as the store was open during the same days of the prior period. Domestic franchised same store sales were calculated on a 13 four-week period basis in 1999 and 2000 and on a calendar basis for 2001, 2002 and 2003, and for each of the six months ended June 30, 2003 and 2004. As of December 31, 1999, 2000, 2001, 2002 and 2003, we had 1,328, 1,396, 1,364, 1,352 and 1,355 domestic franchised stores, respectively, and as of June 30, 2003 and 2004 we had 1,386 and 1,331 domestic franchised stores, respectively.

The unaudited pro forma consolidated statements of operations for the year ended December 31, 2003 and for the six months ended June 30, 2004 give effect to the Acquisition as if it had been consummated on January 1, 2003. Pursuant to the Acquisition, on December 5, 2003, we acquired 100% of the outstanding equity interests of General Nutrition Companies, Inc. from Numico. The purchase price was $747.4 million, consisting of $733.2 million in cash and the assumption of $14.2 million of mortgage debt. The cash portion was paid through a combination of proceeds from our issuance of the old notes, borrowings under our senior credit facility and an equity contribution to our parent from our equity sponsor in exchange for its common and preferred stock. Our parent contributed the full amount of the equity contribution to us to fund a portion of the purchase price. For further information about the Acquisition, see “Business — Company History” and our “Summary of Significant Accounting Policies” in the notes to our historical consolidated financial statements included elsewhere in this prospectus. The unaudited pro forma consolidated financial data do not purport to represent what our results of operations would have been if the Acquisition and this offering had occurred as of the dates indicated, nor are they indicative of results for any future periods. The unaudited pro forma consolidated financial data have been prepared giving effect to the Acquisition as a purchase in accordance with SFAS No. 141, “Business Combinations.” Under purchase accounting, the total Acquisition consideration is allocated to our assets and liabilities based upon preliminary estimates of fair value. The final allocations of Acquisition consideration will be based on management’s final valuation analyses. Any adjustments based on the final valuation analyses may change the allocation of the Acquisition consideration.

The unaudited pro forma consolidated financial data are presented for informational purposes only and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements including the notes thereto included elsewhere in this prospectus.


(1)	The combined historical amounts represent the period ended December 4, 2003 combined with the 27 days ended December 31, 2003.

(2)	Reflects adjustments attributable to the Acquisition.


	(a)	Represents adjustments resulting from the asset valuations recorded at December 5, 2003 in connection with the Acquisition to reflect the application of purchase accounting under SFAS No. 141, “Business Combinations” for the Acquisition.


	•	The property, plant and equipment adjustment represents a decrease in depreciation expense, which resulted from a decrease in the carrying amount of assets of $64,589 based on adjustments to fair value that resulted from the revaluation of the entire asset base as well as a recalculation of the remaining useful life of each asset.

(b) Represents the following adjustments to other selling, general and administrative expenses:


	(i)	Represents a reduction of the historical amortization recorded during the period as a result of a reduction in the book value of $29.3 million of intangible assets to reflect the application of purchase accounting under SFAS No. 141, “Business Combinations” for the Acquisition.

	(ii)	Represents management fees that would have been paid to Apollo Management V, L.P. (“Apollo Management V”) for the year ended December 31, 2003 under the management


		agreement entered into in connection with the Acquisition. The agreement provides for fees of $125,000 per month.


	(iii)	Represents the elimination of fees and expenses directly related to the Acquisition. These fees consisted of $2.0 million of external accounting and appraisal charges to conform our financial statements with accounting principles generally accepted in the United States of America, and $0.2 million of various other fees, which were incurred to complete the Acquisition. These fees represent one time charges resulting from the Acquisition and are not anticipated to be incurred as part of our normal operations.


	(iv)	Represents adjustments to reflect differences in fees that we paid to our directors prior to the Acquisition and what we would have paid to our directors for the year ended December 31, 2003 giving effect to the Acquisition.


	(c)	Reflects the difference between the interest expense associated with the pre-Acquisition indebtedness and the indebtedness incurred in connection with the Acquisition. The interest rate under the senior credit facility is based on a variable interest rate as set forth in the related loan agreement. Interest on our notes accrues at a fixed rate of 8.5% as set forth in the terms of the notes. Please refer to note 9 of our consolidated financial statements included elsewhere in this prospectus for a further discussion of these rates. A 1/8% change in interest rates would increase or decrease our annual interest cost by approximately $356.


	(i)	Includes interest expense on Numico debt from January 1 through December 4, 2003.

	(ii)	Includes interest on the following debt:


	(iii)	Represents expenses attributable to the issuance of the old notes issued in connection with the Acquisition. Total deferred financing fees related to the notes of $10,654 are being amortized over seven years.


	(d)	Reflects pro forma tax effect of above adjustments at an estimated combined statutory rate of 36.5%.

The following discussion should be read in conjunction with “Selected Consolidated Financial Data” and our consolidated financial statements and related notes included elsewhere in this prospectus. The discussion in this section contains forward-looking statements that involve risks and uncertainties. See “Risk Factors” included elsewhere in this prospectus for a discussion of important factors that could cause actual results to differ materially from those described or implied by the forward-looking statements contained herein. Please refer to “Special Note Regarding Forward-Looking Statements” included elsewhere in this prospectus.

On December 5, 2003, we acquired 100% of the outstanding equity interests of General Nutrition Companies, Inc. from Numico USA, Inc. (together with its parent company, Koninklijke (Royal) Numico N.V., “Numico”) for an aggregate purchase price of $747.4 million, consisting of $733.2 million in cash payable and the assumption of $14.2 million of mortgage indebtedness. Simultaneously with the closing of the Acquisition, we entered into a new senior credit facility with a syndicate of lenders, consisting of a $285.0 million term loan facility and a $75.0 million revolving credit facility. We borrowed the full amount of the term loan facility to fund a portion of the Acquisition purchase price, but made no borrowings under the revolving credit facility. Our obligations under the senior credit facility have been guaranteed by our parent. We also issued $215.0 million aggregate principal amount of old notes to fund a portion of the Acquisition purchase price. In addition, our equity sponsor, certain of our directors, members of our management and other employees made an equity contribution of $277.5 million in exchange for 29,566,666 shares of our parent’s common stock and, in the case of our equity sponsor, 100,000 shares of our parent’s preferred stock. Our parent contributed the full amount of the equity contribution to us to fund a portion of the Acquisition. Our equity sponsor subsequently resold all of our parent’s preferred stock to other institutional investors.

The following discussion gives effect to the Acquisition. As a result, our consolidated financial statements reflect our financial position as of December 31, 2003 and June 30, 2004 and our results of operations and cash flows for the 27 days ended December 31, 2003 and the six months ended June 30, 2004, and the financial position of our predecessor entity, on a carve-out basis, as of December 31, 2002 and its results of operations and cash flows for the years ended December 31, 2001 and 2002, the period from January 1, 2003 to December 4, 2003 and the six months ended June 30, 2003. See “— Critical Accounting Policies — Basis of Presentation” below.

We are the largest global specialty retailer of nutritional supplements, which include sports nutrition products, diet products, VMHS (vitamins, minerals and herbal supplements) and specialty supplements. We derive our revenues principally from product sales through our company-owned stores, franchise activities and sales of products manufactured in our facilities to third parties. We sell products through a worldwide network of more than 5,600 locations operating under the GNC brand name.

Revenues are derived from our three business segments, Retail, Franchise and Manufacturing/ Wholesale, primarily as follows:


	•	Retail revenues are generated by sales to consumers at our company-owned stores.

	•	Franchise revenues are generated primarily from:


	(3)	franchise fees, which are charged for initial franchise awards, renewals and transfers of franchises; and


	•	Manufacturing/ Wholesale revenues are generated through sales of manufactured products to third parties, generally for third-party private label brands, and the sale of our proprietary and third-party products to Rite Aid and drugstore.com.

Our performance is affected by trends that affect the nutritional supplements industry generally. Current trends affecting our business include the aging population, rising healthcare costs, increasing focus on fitness and increasing incidence of obesity. Changes in these trends and other factors, which we may not foresee, may also impact our business. Our business allows us to respond to changing consumer preferences and drive revenues by emphasizing new product development, introducing targeted third-party products, and adjusting our product mix. Some of the trends that have impacted our business include the following:


	•	Historically, our primary product sales have been in the sports nutrition and VMHS categories. Sales of sports nutrition products have been driven largely by the increasing focus on fitness and the introduction of new products. Sales of VMHS products have been driven largely by the aging population and rising healthcare costs. Within this category, herbal supplement sales tend to be more significantly impacted by publicity and changes in consumer trends.

	•	Sales of diet products are generally more sensitive to consumer trends, resulting in higher volatility than our other products. In 1999, our diet category began to grow more rapidly with the introduction of ephedra products, which reached a high point in 2001 and began to decline in the second half of 2002. Although we instructed our locations to cease sales of ephedra beginning in early 2003, our introduction of low carbohydrate and other ephedra substitute products in 2003 partially offset these declines in the first half of 2003, and resulted in increased sales in the diet product category in the second half of 2003. However, in the first quarter of 2004, we experienced a decline in sales in our diet category, we believe in large part because the availability of low carbohydrate products has expanded in the marketplace. Although we expect to launch new diet products in 2004, we expect sales in the diet category will remain below our 2003 levels throughout 2004.

	•	When low carb diets became popular in 2003, we purchased most of the available inventory of specialty low carb products, primarily snacks and bars, and became a destination for many new customers. As the popularity of low carb diet programs increased, manufacturers increased their production levels and product offerings and food manufacturers followed the low carb dieting trend by offering low carb diet products, including staple foods such as pastas, ketchup and sauces. These products became widely distributed into the food, drug and mass channels of distribution, which led to lower levels of sales of low carb specialty products in our stores. Additionally, programs based on a low carb dietary approach typically do not require diet supplements as a component of the program. As a larger percentage of the dieting population pursued a low carb program sales of diet supplements declined.


	•	Changes to Store Base. During the 1990s, we embarked on a plan to significantly increase our store base, including expansion from suburban shopping malls into secondary malls and strip mall locations and by adding international franchise locations. Additionally, in 1999, we entered into a strategic alliance with Rite Aid to open our store-within-a-store locations. In 2003, in addition to our normal store closings, we identified 117 underperforming stores to be closed in the near future. We subsequently reduced this number to 100 stores, as the others became cash flow positive. As of June 30, 2004, we had closed 87 of these stores and expect to close the remaining stores by the end of 2004. We expect to continue to look for real estate opportunities in the United States to expand our store base; however, we believe the primary store expansion opportunity in the near term will be through international franchising. Costs to us related to any international franchising expansion would be immaterial, as the international franchisee bears the majority of the responsibility and costs for doing business in each country.


	•	Changes to Pricing. In the fourth quarter of 2002, we thoroughly reviewed our proprietary product pricing and determined that our single unit pricing was not competitive with other market participants. A primary reason for higher single unit pricing was the creation of artificially high single unit prices to compensate for our BOGO (Buy One Get One half price) pricing. As a result of the review, we repriced most of our proprietary products and eliminated BOGO pricing in December of 2002. After the elimination of BOGO, we found that, although customers bought single units instead of two units, the shorter cycle time between customer visits led to a corresponding increase in transaction counts and an increase in product sales, particularly in our VMHS product category. We believe that our repricing strategy was one of the key drivers of our improved comparable stores sales growth and profitability during the second half of 2003.

On December 5, 2003, we acquired 100% of the outstanding equity interests of General Nutrition Companies, Inc. from Numico in a business combination accounted for under the purchase method of accounting. As a result, the financial data presented for 2003 include a predecessor period from January 1, 2003 through December 4, 2003 and a successor period from December 5, 2003 through December 31, 2003. As a result of the Acquisition, the consolidated statements of operations for the successor periods include the following: interest and amortization expense resulting from our senior credit facility and our issuance of the old notes, amortization of intangible assets related to the Acquisition and management fees that did not exist prior to the Acquisition. Further, as a result of purchase accounting, the fair values of our assets on the date of the Acquisition became their new cost basis. Results of operations for the successor periods are affected by the newly established cost basis of these assets. We allocated the Acquisition consideration to the tangible and intangible assets acquired and liabilities assumed by us based upon their respective fair values as of the date of the Acquisition and resulted in a significant change in our annual depreciation and amortization expenses.

You should review the significant accounting policies described in the notes to our consolidated financial statements under the heading “Summary of Significant Accounting Policies” included elsewhere in this prospectus, in particular:

Use of Estimates. Certain amounts in our financial statements require management to use estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Our accounting policies are described in the notes to financial statements under the heading “Summary of Significant Accounting Policies” included elsewhere in this prospectus. Our critical accounting policies and estimates are described in this section. An accounting estimate is considered critical if:


	•	the estimate requires management to make assumptions about matters that were uncertain at the time the estimate was made;

	•	different estimates reasonably could have been used; or

	•	changes in the estimate that would have a material impact on our financial condition or our results of operations are likely to occur from period to period.

Management believes that the accounting estimates used are appropriate and the resulting balances are reasonable. However, actual results could differ from the original estimates, requiring adjustments to these balances in future periods. See “Risk Factors” for a discussion of some of the risks that could affect us in the future.

Revenue Recognition. We operate primarily as a retailer, through company-owned and franchised stores, and to a lesser extent, as a wholesaler. We apply the provisions of Staff Accounting Bulletin No. 104, “Revenue Recognition.” We recognize revenues in our Retail segment at the moment a sale to a customer is recorded. Gross revenues are reduced by actual customer returns and a provision for estimated future customer returns, which is based on management’s estimates after a review of historical customer returns. We

recognize revenues on product sales to franchisees and other third parties when the risk of loss, title and insurable risks have transferred to the franchisee or third party. We recognize revenues from franchise fees at the time a franchised store opens or at the time of franchise renewal or transfer, as applicable. The majority of our retail revenues are received as cash or cash equivalents. The majority of our franchise revenues are billed to the franchisees with varying terms for payment. An allowance for receivables due from third parties is recorded, as necessary, based on facts and circumstances.

Inventories. Where necessary, we provide estimated allowances to adjust the carrying value of our inventory to the lower of cost or net realizable value. These estimates require us to make approximations about the future demand for our products in order to categorize the status of such inventory items as slow moving, obsolete or in excess of need. These future estimates are subject to the ongoing accuracy of management’s forecasts of market conditions, industry trends and competition. We are also subject to volatile changes in specific product demand as a result of unfavorable publicity, government regulation and rapid changes in demand for new and improved products or services.

Accounts Receivables and Allowance for Doubtful Accounts. We offer financing to qualified domestic franchisees with the initial purchase of a franchise location. The notes are demand notes, payable monthly over periods of five to seven years. We also generate a significant portion of our revenue from ongoing product sales to franchisees and third-party customers. An allowance for doubtful accounts is established based on regular evaluations of our franchisees’ and third-party customers’ financial health, the current status of trade receivables and any historical write-off experience. We maintain both specific and general reserves for doubtful accounts. General reserves are based upon our historical bad debt experience, overall review of our aging of accounts receivable balances, general economic conditions of our industry or the geographical regions and regulatory environments of our third-party customers and franchisees.

Impairment of Long-Lived Assets. Long-lived assets, including fixed assets and intangible assets with finite useful lives, are evaluated periodically by us for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. If the sum of the undiscounted future cash flows is less than the carrying value, we recognize an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset. These estimates of cash flow require significant management judgment and certain assumptions about future volume, revenue and expense growth rates, foreign exchange rates, devaluation and inflation. As such, this estimate may differ from actual cash flows.

Self-Insurance. Prior to the Acquisition, General Nutrition Companies, Inc. was included as an insured under several of Numico’s global insurance policies. Subsequent to the Acquisition, we procured insurance independently for such areas as general liability, product liability, director and officer liability, property insurance, and ocean marine insurance. We are self-insured with respect to our medical benefits. As part of this coverage, we contract with national service providers to provide benefits to our employees for all medical, dental, vision and prescription drug services. We then reimburse these service providers as claims are processed from our employees. We maintain a specific stop loss provision of $200,000 per incident with a maximum limit up to $2.0 million per participant, per benefit year, respectively. We have no additional liability once a participant exceeds the $2.0 million ceiling. Our liability for medical claims is included as a component of accrued payroll and related liabilities and was $2.6 million, $3.0 million and $3.5 million as of June 30, 2004, December 31, 2003 and December 31, 2002, respectively. We are also self-insured for worker’s compensation coverage in the State of New York with a stop loss of $250,000. Our liability for worker’s compensation in New York was not significant as of June 30, 2004, December 31, 2003 and December 31, 2002. We are also self-insured for physical damage to our tractors, trailers and fleet vehicles for field personnel use. We also are self-insured for any physical damages that may occur at the corporate store locations. Our associated liability for this self-insurance was not significant as of June 30, 2004, December 31, 2003 and December 31, 2002.

Goodwill and Indefinite-Lived Intangible Assets. On an annual basis, we perform a valuation of the goodwill and indefinite lived intangible assets associated with our operating segments. To the extent that the fair value associated with the goodwill and indefinite-lived intangible assets is less than the recorded value,

we write down the value of the asset. The valuation of the goodwill and indefinite-lived intangible assets is affected by, among other things, our business plan for the future, and estimated results of future operations. Changes in the business plan or operating results that are different than the estimates used to develop the valuation of the assets result in an impact on their valuation.

Historically, we have recorded impairments to our goodwill and intangible assets based on declining financial results and market conditions. The most recent valuation was performed at September 30, 2003, when we evaluated the carrying value of our goodwill and intangible assets, and recorded an impairment charge accordingly. (See note 5 to our consolidated financial statements included elsewhere in this prospectus.) Based upon our improved capitalization of our financial statements subsequent to the Acquisition, the stabilization of our financial condition, our anticipated future results based on current estimates and current market conditions, we do not currently expect to incur additional impairment charges in the near future.

Basis of Presentation. Our consolidated financial statements for the 27 days ended December 31, 2003 include the accounts of General Nutrition Centers, Inc. and its wholly owned subsidiaries. Included in this period are fair value adjustments to assets and liabilities, including inventory, goodwill, other intangible assets and property, plant and equipment. Also included is the corresponding effect these adjustments had to cost of sales, depreciation, and amortization expenses.

Our consolidated financial statements for the period ended December 4, 2003, and the periods ending December 31, 2002 and 2001 presented herein have been prepared on a carve-out basis and reflect our consolidated financial position, results of operations and cash flows in accordance with GAAP. In order to depict our financial position, results of operations and cash flows on a stand-alone basis, our financial statements reflect amounts that have been pushed down to us from Numico prior to consummation of the Acquisition. As a result of recording these amounts, our predecessor’s consolidated financial statements for these periods may not be indicative of the results that would be presented if we had operated as an independent, stand-alone entity.

In the accompanying discussion of results of operations, the period ended December 4, 2003 and the 27 days ended December 31, 2003 have been combined for comparability to the year ended December 31, 2002.

The following is a discussion of our related party transactions with Numico and other affiliates during the periods presented:

We sell products to formerly affiliated companies, including Rexall Sundown, Inc., through our Manufacturing/ Wholesale segment. Numico, the former parent of General Nutrition Companies, Inc., our subsidiary, acquired Rexall in June 2000 and sold it in July 2003. Between June 2000 and July 2003, Rexall was our affiliate and therefore our sales to Rexall constituted sales to a related party and are included in revenue in our Manufacturing/ Wholesale segment. We have continued to sell products to Rexall after the disposition pursuant to an agreement with them expiring in July 2005, subject to early termination provisions. The appropriate cost of sales related to affiliate sales is also included in our consolidated financial statements. Also included in the cost of sales is a significant portion of raw materials and packaging materials purchased from Rexall and Numico’s subsidiary, Nutraco S.A.

We operate a fleet of distribution vehicles that deliver products to our company-owned and franchised stores and delivers products for certain other third party customers and vendors. The revenues associated with third party deliveries are recognized as a reduction of transportation costs in our consolidated financial statements.

General Nutrition Companies, Inc., our subsidiary, entered into a management service agreement with Numico in 2002. This management agreement included charges for strategic planning, certain information technology expenses, product and material management, group business process, human resources, legal, tax, regulatory and management reporting. Upon consummation of the Acquisition, this agreement was terminated.

Numico also allocated a portion of its research and development charges to us under a research activities agreement. These research and development activities included ongoing scientific and medical research, support and advice on strategic research objectives, design and development of new products, organization and management of clinical trials, updates on the latest technological and scientific developments and updates on regulatory issues. Upon consummation of the Acquisition, this agreement was terminated.

Numico purchased certain global insurance policies covering several types of insurance, and allocated these charges to us. We obtained stand-alone insurance policies with coverage appropriate for our business upon consummation of the Acquisition.

The information presented below as of and for the years ended December 31, 2001 and 2002, the period ended December 4, 2003 and the 27 days ended December 31, 2003 was derived from our audited consolidated financial statements and accompanying notes. In the table below and in the accompanying discussion, the 27 days ended December 31, 2003 and the period ended December 4, 2003 have been combined for discussion purposes. The information presented below as of and for the six months ended June 30, 2003 and 2004 was derived from our unaudited consolidated financial statements included elsewhere in this prospectus, which, in the opinion of management, include all adjustments necessary for a fair presentation of our financial position and operating results for such periods and as of such dates.

As discussed in the segments footnote to the financial statements, we evaluate segment operating results based on several indicators. The primary key performance indicators are revenues and operating income or loss for each segment. Revenues and operating income or loss, as evaluated by management, exclude certain items that are managed at the consolidated level, such as distribution and transportation costs, corporate overhead, impairments, and other corporate costs. The following discussion compares the revenues and the operating income or loss by segment, as well as those items excluded from the segment totals.

We calculate our same store sales growth to exclude the net sales of a store for any period if the store was not open during the same period of the prior year. When a store’s square footage has been changed as a result of reconfiguration or relocation in the same mall, the store continues to be treated as a same store. Company-owned same store sales are calculated on a calendar year basis. Domestic franchised same store sales have been calculated on a calendar basis for all periods presented.

Consolidated. Our consolidated net revenues decreased $2.9 million, or 0.4%, to $720.3 million for the six months ended June 30, 2004 compared to $723.2 million for the same period in 2003. The decrease was the result of decreases in our Retail and Franchise segments, offset by an increase in our Manufacturing/ Wholesale segment.

Retail. Revenues in our Retail segment decreased $2.2 million, or 0.4%, to $541.0 million for the six months ended June 30, 2004 compared to $543.2 million for the same period in 2003. The revenue decrease occurred primarily in our diet category. The diet category experienced a drop in sales from 2003 primarily due to the discontinuation of sales of products containing ephedra and a decrease in sales of products low in carbohydrates (“low carb”). Sales from ephedra products were $35.3 million in the six months ended June 30, 2003. This decrease was offset partially by sales in the first quarter of 2004 of low carb products and other diet products intended to replace the ephedra products. However, in the second quarter of 2004, sales of low-carb products decreased significantly from the prior year period. We believe that this decrease is largely a result of low-carb products having become more readily available in the marketplace since the prior year period. Overall retail sales also declined as a result of operating 2,686 corporate stores as of June 2003 versus 2,515 as of June 2004.

Franchise. Revenues in our Franchise segment decreased $5.1 million, or 4.0%, to $123.0 million for the six months ended June 30, 2004, compared to $128.1 million for the same period in 2003. Decreases in sales of company-owned stores to franchisees accounted for $8.2 million of the decrease, as there were six such sales in 2004 compared with 32 in 2003, and decreases in franchise fee revenue accounted for another $0.5 million of the total decrease. These decreases were offset by an increase of $3.4 million in product sales to franchisees, and an increase of $0.8 million in royalties. The remaining decrease in revenue of $0.6 million was attributable to reduced graphic and fixtures sales and lower construction administration fees.

Manufacturing/ Wholesale. Revenues in our Manufacturing/ Wholesale segment increased $4.4 million, or 8.4%, to $56.3 million for the six months ended June 30, 2004 compared to $51.9 million for the same period in 2003. The revenue increase was primarily due to increased utilization of available manufacturing capacity to produce additional products for third-party customers.

Consolidated cost of sales, which includes product costs, costs of warehousing and distribution and occupancy costs, decreased $30.1 million, or 6.0%, to $473.7 million in the first six months of 2004 compared to $503.8 million in the same period in 2003. Consolidated costs of sales, as a percentage of net revenues, was 65.8% for the six months ended June 30, 2004, compared to 69.7% for the same period in 2003.

Consolidated product costs, as a percentage of net revenues, dropped to 49.0% in the six months ended June 30, 2004 from 51.8% in the same period in 2003. This decrease was a result of the

following: (1) improved margins in the Retail segment as a result of an overall product mix shift to higher margin GNC proprietary products from lower margin third-party products, and a category product mix shift from lower margin diet products to higher margin vitamin/herbal supplements, (2) improved management of inventory which resulted in lower product costs and fewer inventory losses due to expired product, and (3) improved efficiencies in the South Carolina manufacturing facility. Consolidated product costs decreased $22.3 million, or 5.9%, to $352.6 million in the six months ended June 30, 2004 compared to $374.9 million for the same period in 2003 as a result of the sales decrease. Also included in product costs is $1.3 million of expense as a result of adjustments due to increased inventory valuation related to the Acquisition.

Consolidated warehousing and distribution costs increased $4.4 million, or 19.8%, to $26.6 million in the six months ended June 30, 2004 compared to $22.2 million in the same period in 2003. In the prior period, we earned $5.1 million in income from providing trucking services for our vendors and former affiliates, which we used to offset a portion of our total transportation expenses. We no longer provided these services during 2004 and, accordingly, were no longer able to offset related income against our warehousing and distribution costs.

Consolidated occupancy costs decreased $12.2 million, or 11.4%, to $94.5 million in the six months ended June 30, 2004 compared to $106.7 million in the same period in 2003. This decrease was primarily due to a reduction in depreciation expense of $9.9 million as a result of the revaluation of our assets due to purchase accounting relating to the Acquisition. Reductions in base rental expense as a result of fewer stores operating and more favorable lease terms, accounted for another $1.5 million of the decrease.

Our consolidated selling, general and administrative expenses, including compensation and related benefits, advertising and promotion expense, other selling, general and administrative expenses, and amortization expense, as a percentage of net revenues, were 25.1% during the six months ended June 30, 2004 compared to 25.2% for the same period in 2003. Selling, general and administrative expenses decreased $1.6 million, or 0.9%, to $180.9 million, in the six months ended June 30, 2004, compared to $182.5 million in the same period in 2003.

Consolidated compensation and related benefits decreased $0.8 million, or 0.7%, to $118.9 million for the six months ended June 30, 2004 compared to $119.7 million in the same period in 2003. The decrease we the result of increases in incentives and commissions expense of $2.0 million, offset by a reduction in severance costs of $1.2 million.

Consolidated advertising and promotion expenses increased $3.4 million, or 15.6%, to $25.2 million in the six months ended June 30, 2004 compared to $21.8 million during the same period in 2003. Advertising expense increased during the first half of 2004 compared to the same period in 2003 in the following areas: (1) direct marketing to our gold card customers increased $1.8 million, (2) general marketing costs increased $1.1 million, and (3) product specific TV advertising increased $0.9 million. These increases were offset by a reduction in sponsorship advertising of $0.5 million.

Consolidated other selling, general and administrative expenses, including amortization expense, decreased $4.2 million, or 10.4%, to $36.8 million in the six months ended June 30, 2004 compared to $41.0 million in the same period in 2003. The primary reasons for the decrease were: the lack of costs previously incurred with the Acquisition of $2.2 million, reduced bad debt expense of $3.4 million, a decrease of $2.6 million in research and development costs, and reduced amortization expense of $1.7 million. These decreases were offset by a $2.9 million increase in insurance expense, $1.2 million increase in other professional fees, $0.5 million increase in travel costs, and $1.1 million increase in other selling and administrative accounts.

For the six months ended June 30, 2003, we received $2.6 million in non-recurring legal settlement proceeds related to raw material pricing litigation. We received no proceeds from legal settlements for the six months ended June 30, 2004.

Consolidated foreign currency translation gain decreased $2.6 million, or 118.2%, for the six months ended June 30, 2004 to a loss of $0.4 million compared to a gain of $2.2 million in the six months ended June 30, 2003, as a result of translating our Canadian and Australian subsidiary results of operations into U.S. functional currency.

Consolidated. As a result of the foregoing, operating income as a percentage of net revenues was 9.1% for the six months ended June 30, 2004 compared to 5.8% in the same period in 2003. Operating income increased $23.6 million, or 56.6%, to $65.3 million for the six months ended June 30, 2004 compared to $41.7 million in the same period in 2003. Although consolidated revenues decreased by $2.9 million, operating income increased primarily due to improved margins in the Retail segment as a result of a product mix shift from lower margin diet products to higher margin vitamin/herbal supplements. We do not believe that these results are indicative of future results, as the six months ended June 30, 2003 contained weaker financial results due to the pricing strategy change implemented in the fourth quarter of 2002 and the volatile diet products category.

Retail. Operating income increased $23.1 million, or 53.6%, to $66.0 million for the six months ended June 30, 2004 compared to $42.9 million in the same period in 2003. The increase was a result of improved margins due to the product shift mix to higher margin items, decreased depreciation expense and decreased rental costs due to operating fewer stores.

Franchise. Operating income decreased $1.2 million, or 3.4%, to $33.6 million for the six months ended June 30, 2004 compared to $34.8 million in the same period in 2003. The decrease was principally a result of fewer sales of company-owned stores to franchisees.

Manufacturing/ Wholesale. Operating income increased $4.3 million, or 31.4%, to $18.0 million for the six months ended June 30, 2004 compared to $13.7 million in the same period in 2003. This increase was primarily the result of increased revenues and decreased depreciation expense at our manufacturing facilities.

Warehousing & Distribution Costs. Unallocated warehousing and distribution costs increased $4.1 million, or 19.6%, to $25.0 million for the six months ended June 30, 2004 compared to $20.9 million for the same period in 2003. This increase in costs was primarily a result of decreased income from trucking services provided to our vendors and former affiliates.

Corporate Costs. Operating expense decreased $1.5 million, or 5.2%, to $27.3 million for the six months ended June 30, 2004 compared to $28.8 million for the same period in 2003. This decrease was the result of decreases in allocated research and development of $3.2 million, health care costs of $3.4 million, and other accounts $0.4 million, offset by an increase in insurance of $2.9 million and legal settlement income of $2.6 million.

Interest expense decreased $47.6 million, or 73.5%, to $17.2 million in the six months ended June 30, 2004 compared to $64.8 million in the same period in 2003. This decrease was primarily attributable to the new debt structure after the Acquisition. The new debt structure consists of (1) a $285.0 million term loan, with interest payable at an average interest rate for the three months ended June 30, 2004 of 4.3%, (2) $215.0 million in senior subordinated notes with interest payable at 8 1/2%, and (3) a $75.0 million revolving loan facility with interest expense payable at 0.75% consisting of commitment fees and letter of

We recognized $17.5 million consolidated income tax expense during the six months ended June 30, 2004 compared to $6.5 million expense in the same period of 2003. Included in the increased tax expense for the six months ended June 30, 2004 is an increase in gross profit of $27.1 million, an increase in operating expenses of $3.5 million, and a decrease of $47.6 million in interest expense. The effective tax rate for the six months ended June 30, 2004 was 36.4%, compared to an effective tax rate of (28.1%) for the six months ended June 30, 2003, which was primarily the result of a valuation allowance on deferred tax assets associated with interest expense on the related party push down debt from Numico. We believed that as of June 30, 2003, it was unlikely that future taxable income would be sufficient to realize the tax assets associated with the interest expense on the related party push down debt from Numico. Thus, a valuation allowance of $8.7 million was recorded. According to the purchase agreement, Numico has agreed to indemnify the Company for any subsequent tax liabilities arising from periods prior to the Acquisition.

As a result of the foregoing, consolidated net income increased $60.2 million, or 203.4%, to $30.6 million for the six months ended June 30, 2004 compared to a loss of $29.6 million in the same period in 2003. As previously stated, although revenues decreased, these decreases were offset by improved margins, operating cost reductions, and a significant decrease in interest expense. We do not believe that these results are indicative of future results, as the six months ended June 30, 2003 contained weaker financial results due to the pricing strategy change implemented in the fourth quarter of 2002 and the volatile diet products category.

We recognized a $0.5 million foreign currency translation loss in the six months ended June 30, 2004 compared to foreign currency translation income of $1.1 million in the same period in 2003. The amounts recognized in each period resulted from foreign currency translation adjustments related to the investment in our Canadian subsidiary and receivables due from such subsidiary.

Consolidated. Our consolidated net revenues increased $4.5 million, or 0.3%, to $1,429.5 million during the twelve months ended December 31, 2003 compared to $1,425.0 million during the same period in 2002. This increase occurred in our Manufacturing/ Wholesale segment and was offset with decreases in the Retail and Franchise segments.

Retail. Revenues in our Retail segment decreased $9.1 million, or 0.9%, to $1,059.5 million during the twelve months ended December 31, 2003 compared to $1,068.6 million during the same period in 2002. This decrease was primarily attributable to declines in 2003 sales of products containing ephedra, which we discontinued selling in June 2003, offset by sales of additional products in the diet category and the closing of 150 stores, net. For the twelve months ended December 31, 2003 and December 31, 2002, sales of ephedra products were $35.2 million and $182.9 million, respectively. At the beginning of December 2002, we repriced most of our proprietary products and eliminated BOGO pricing. As a result of eliminating BOGO pricing in December, 2002, the average ticket price per transaction for company-owned stores decreased by 3.7% during the twelve months ended December 31, 2003 compared to the same period in 2002. Transaction counts, however, rose by 3.9% during this same period. Company-owned same store sales growth improved 0.1% during the twelve months ended December 31, 2003.

Franchise. Revenues in our Franchise segment decreased $0.6 million, or 0.2%, to $255.5 million during the twelve months ended in December 31, 2003 compared to $256.1 million during the same period in 2002. The decrease was caused by a reduction in product sales to our franchisees of approximately $7.2 million, offset by increases in revenues from sales of company-owned stores to franchisees of $4.8 million and increases in royalties, franchise fees and other revenue of $1.8 million. A portion of the decrease in product sales was attributable to declines in sales to franchisees of products containing ephedra in 2003. Same store sales growth for our U.S. franchised stores improved to 0.8% for the twelve months ended December 31, 2003.

Manufacturing/ Wholesale. Revenues in our Manufacturing/ Wholesale segment increased $14.2 million, or 14.2%, to $114.5 million, during the twelve months ended December 31, 2003 compared to $100.3 million during the same period in 2002. This revenue increase was primarily due to the increased utilization of available manufacturing capacity for additional third-party customers.

Our consolidated cost of sales, which includes product costs, costs of warehousing and distribution and occupancy costs, increased $28.6 million, or 2.9%, to $998.5 million during the twelve months ended December 31, 2003 compared to $969.9 million during the same period in 2002. Cost of sales, as a percentage of net revenues, was 69.8% during the twelve months ended December 31, 2003 compared to 68.1% during the same period of the prior year.

Consolidated product costs increased $21.4 million, or 3.0%, to $739.2 million during the twelve months ended December 31, 2003 compared to $717.8 million during the same period in 2002. The increased cost was primarily due to our increasing sales of energy and meal replacement bars in the diet and sports nutrition products categories. These products carry lower margins than other products within these categories or within the VMHS category. Also included in product costs is $0.4 million of expense as a result of adjustments due to increased inventory valuation related to the Acquisition.

Consolidated warehousing and distribution costs increased $4.0 million, or 9.3%, to $46.9 million during the twelve months ended December 31, 2003 compared to $42.9 million during the same period in 2002. This increase was primarily due to an increase in the number of tractors, trailers and drivers required to provide trucking services to an affiliate, Rexall. Due to the sale of the Rexall business in July 2003 by Numico, the revenue from freight deliveries declined significantly. In September 2003, we began to reduce the fleet to match these freight requirements.

Consolidated occupancy costs increased $3.2 million, or 1.5%, to $212.4 million during the twelve months ended December 31, 2003 compared to $209.2 million during the same period in 2002. This increase was primarily due to increased depreciation of approximately $4.5 million at our company-owned stores related to our store reset and upgrade program that was completed in the fourth quarter of 2002, and disposal costs of $2.9 million for company-owned stores that were closed during this same period. Additionally, common area maintenance charges related to the stores increased. These increases were offset by decreases in base and percentage rent charges and other occupancy related accounts.

Our consolidated selling, general and administrative expenses, including compensation and related benefits, advertising and promotion expenses, other selling, general and administrative expenses, and amortization expense, as a percentage of net revenues, were 25.6% during the twelve months ended December 31, 2003, compared to 26.9% for the same period during 2002. Selling, general and administrative expenses decreased $16.7 million, or 4.4%, to $366.6 million during the twelve months ended December 31, 2003 from $383.3 million during the same period in 2002.

Consolidated compensation and related benefits increased $6.5 million, or 2.7%, to $251.7 million during the twelve months ended December 31, 2003 compared to $245.2 million during the same period in 2002. The increase was primarily due to increased health insurance and workers’ compensation expense of $1.2 million, change in control and retention bonuses of $8.7 million, non-cash charges for stock

Consolidated advertising and promotion expenses decreased $13.2 million, or 25.3%, to $38.9 million during the twelve months ended December 31, 2003 compared to $52.1 million during the same period in 2002. This decrease was primarily due to decreased direct marketing to our Gold Card members of $21.7 million for the twelve months ended December 31, 2003 compared to $26.9 million during the same period in 2002. The remaining reduction in advertising was due to the elimination of our NASCAR sponsorship and a significant reduction in media spending, as we did not repeat the advertising done in the third and fourth quarters of 2002, to announce a grand reopening of GNC after the store reset was completed.

Consolidated other selling, general and administrative expenses, including amortization expense, decreased $10.0 million, or 11.6%, to $76.0 million during the twelve months ended December 31, 2003 compared to $86.0 million during the same period in 2002. The decrease was primarily due to reductions in operational accounts, including a decrease in bad debt expense of $4.3 million, a decrease in charges for insufficient funds checks presented at the stores of $0.9 million, a decrease in travel and entertainment expenses of $0.6 million, a decrease of $0.9 million in research and development, and a $0.3 million aggregate reduction in all other operating accounts. Additionally, there was a decrease in amortization expense of $3.0 million, for the twelve months ended December 31, 2003 compared with the same period in 2002.

We received $7.2 million in non-recurring legal settlement proceeds in 2003 related to raw material pricing litigation compared to $214.4 million in legal settlement proceeds that we received in 2002.

In October 2003, Numico entered into an agreement to sell the company for a purchase price that indicated a potential impairment of our long-lived assets. Accordingly, management initiated an evaluation of the carrying value of goodwill and indefinite-lived intangible assets as of September 30, 2003. As a result of this evaluation, an impairment charge of $709.4 million (net of tax) was recorded for goodwill and other indefinite-lived intangibles in accordance with SFAS No. 142.

Consolidated. Consolidated operating loss as a percentage of sales was (44.4)% during the year ended 2003 compared to 4.3% during the same period of the prior year. Consolidated operating income decreased $696.0 million, generating a loss of $634.9 million during the twelve months ended December 31, 2003 compared with income of $61.1 million during the same period in 2002. For the 27 days ended December 31, 2003, we generated operating income of $3.4 million.

Retail. Operating income decreased $1.1 million, or 1.3%, to $85.7 million during the twelve months ended December 31, 2003 compared to $86.8 million in the same period in 2002. Retail margins were down $15.2 million, primarily due to decreased sales of products containing ephedra, and sales mix changes. This decrease was offset with reduced spending in advertising of $12.8 million, reduced selling, general and administrative expenses of $7.1 million, and increased wages of $5.8 million.

Franchise. Operating income increased $0.7 million, or 1.1%, to $66.1 million during the twelve months ended December 31, 2003 compared to $65.4 million in the same period in 2002. Franchise margins decreased $4.3 million, or 5.0%, as we provided additional incentives to our franchisees to purchase products at discounted prices. This margin decrease was offset with a decrease in selling, general and administrative expenses of $4.7 million, primarily due to a decrease in bad debt expense related to the franchisee receivables and note portfolio.

Manufacturing/ Wholesale. Operating Income decreased $0.1 million, or 0.4%, to $25.7 million during the twelve months ended December 31, 2003 compared to $25.8 million in the same period in 2002.

Warehousing & Distribution Costs. As reported in the cost of sales discussion, unallocated warehousing and distribution costs increased $3.8 million, or 9.4%, to $44.1 million for the twelve months ended December 31, 2003 compared to $40.3 million during the same period in 2002.

Corporate Costs. Operating expense increased $1.5 million, or 2.2%, to $70.4 million during the twelve months ended December 31, 2003 compared to $68.9 million in the same period in 2002. The primary reason for this increase was an increase in change in control, retention, and incentive expense and health insurance costs in 2003.

Other. Other costs increased $690.2 million to $697.9 million during the twelve months ended December 31, 2003, compared to $7.7 million in the same period in 2002. Included in these costs were $709.4 million and $222.0 million in 2003 and 2002, respectively, for additional impairment charges recognized subsequent to the adoption of SFAS No. 142. These impairment charges were offset by $7.2 million and $214.4 million income in 2003 and 2002, respectively, for settlement income related to a raw material pricing settlement.

Consolidated interest expense decreased $12.4 million, or 9.1%, to $123.9 million during the twelve months ended December 31, 2003 compared to $136.3 million during the same period in 2002. This decrease was primarily due to a reduced outstanding principal balance of $1,750.0 million at December 4, 2003 compared to $1,825.0 million in 2002, and a new debt structure after the Acquisition. The actual interest expense for the 27 days ended December 31, 2003 was $2.8 million. If the Numico debt of $1,750.0 million had remained in place for those 27 days, interest expense would have been $9.7 million for the 27 days ended December 31, 2003.

Our gain on sale of marketable securities decreased $5.0 million in 2003 compared with 2002. We recognized no gain on sale of marketable securities in 2003, compared with a $5.0 million gain in 2002.

We recognized a $174.3 million consolidated income tax benefit during the twelve months ended December 31, 2003 and a $1.0 million income tax expense during the twelve months ended December 31, 2002. The increased benefit recognized was primarily due to the additional impairment of deductible intangible assets recognized during the period. Additionally, differences between the federal statutory tax rate and our effective tax rate were primarily due to the impairment charge for non-deductible goodwill and a valuation allowance against interest expense.

We adopted SFAS No. 142 on January 1, 2002, which requires that goodwill and other intangible assets with indefinite lives no longer be subject to amortization, but instead are to be tested at least annually for impairment. Upon adoption of SFAS No. 142, we recorded in the first quarter of 2002 a one-time, non-cash charge of $889.7 million, net of tax, to reduce the carrying amount of goodwill and other intangibles to their implied fair value. The impairment resulted from several factors, including the declining performance by us and the overall industry, increased competition, diminished contract manufacturing growth, and differences in the methods of determining impairments under SFAS No. 142 compared to the previously applicable accounting guidance.

As a result of the foregoing, consolidated net loss for the twelve months ended December 31, 2003 decreased $376.4 million to a net loss of $584.5 million compared to a net loss of $960.9 million for the

We recognized $1.9 million in other comprehensive income in the twelve months ended December 31, 2003 compared to a $1.8 million other comprehensive loss in the twelve months ended December 31, 2002. The entire $1.9 million of income during the twelve months ended December 31, 2003 is a result of foreign currency translation adjustments related to the investment in our Canadian subsidiary and receivables due from such subsidiary. During the twelve months ended December 31, 2002, an unrealized loss in marketable equity securities of $3.3 million was recognized, net of tax benefit of $1.2 million, and an additional $0.3 million in currency exchange translation income.

Our consolidated net revenues decreased $84.1 million, or 5.6%, to $1,425.0 million during 2002 compared to $1,509.1 million during 2001. This decrease occurred in each of our three business segments and was primarily attributable to a decline in sales of products containing ephedra.

Retail. Revenues in our Retail segment decreased $54.5 million, or 4.9%, to $1,068.6 million during 2002 compared to $1,123.1 million during 2001. This decrease was primarily attributable to a decline in sales of products containing ephedra. Sales of ephedra products at company-owned stores during 2002 and 2001 were $182.9 million and $222.4 million, respectively. Company-owned same store sales growth decreased to (6.3)% in 2002 as a result of negative publicity related to ephedra in the second half of 2002 and decreased traffic in company-owned stores. The decrease in revenues was also attributable to the fact that we had 62 fewer company-owned stores at the end of 2002 compared to 2001.

Franchise. Revenues in our Franchise segment decreased $17.0 million, or 6.2%, to $256.1 million during 2002 compared to $273.1 million during the same period in 2001. The decrease was primarily related to a reduction in product sales to our franchisees of approximately $16.5 million. Part of the reason for this decrease was additional discounts of $4.7 million offered to the franchisees in 2002 to reflect the better pricing that we were able to obtain from our vendors, which in turn helps the franchisees maintain better product margins. Sales of ephedra products to the franchisees decreased $4.1 million, or 9.0%, to $42.8 million in 2002 compared to $46.9 million in 2001. The remainder of the decrease was primarily due to reduced levels of retail sales at the franchised stores. Same store sales growth for our U.S. franchised stores decreased to (3.2)% in 2002.

Manufacturing/ Wholesale. Revenues in our Manufacturing/ Wholesale segment decreased $12.6 million, or 11.2%, to $100.3 million, during 2002 compared to $112.9 million during 2001. The decrease was primarily the result of Numico’s acquisition of Rexall, which led to a reduction of manufacturing orders by Rexall competitors. In addition, sales to Rite Aid decreased $6.4 million, or 17.5%, during 2002 compared to 2001. This decrease was attributable to our opening fewer Rite Aid store-within-a-store locations in 2002, which led to fewer orders to initially fill the store locations and fewer replenishment product orders as Rite Aid balanced their inventory levels. We opened 131 and 237 GNC store-within-a-store Rite Aid locations in 2002 and 2001, respectively.

Our consolidated cost of sales, which includes product costs, costs of warehousing and distribution and occupancy costs, as a percentage of net revenues, was 68.1% in 2002 compared to 67.1% in 2001. Consolidated cost of sales decreased $43.4 million, or 4.3%, to $969.9 million during 2002 compared to $1,013.3 million during 2001.

Product costs decreased $48.3 million, or 6.3%, to $717.8 million during 2002 compared to $766.1 million during 2001. The decrease was primarily due to lower revenues.

Warehousing and distribution costs decreased $0.2 million, or 0.5%, to $42.9 million during 2002 compared to $43.1 million during 2001. This decrease was attributable to additional revenues generated from Rexall transportation contracts, which directly offsets transportation expenses. These expenses otherwise remained constant.

Occupancy costs increased $5.1 million, or 2.5%, to $209.2 million during 2002 compared to $204.1 million during 2001. This increase was primarily attributable to higher store maintenance costs, increased store lease expense due to renewals on existing stores, and increased common area maintenance costs. These increased costs were offset by a decrease in utilities and percentage rent, which is based upon retail store sales.

Our selling, general and administrative expenses, including compensation and related benefits, advertising and promotion expenses and other selling, general and administrative expenses, as a percentage of net revenues, were 26.9% during 2002 compared to 28.4% during 2001. Selling, general and administrative expenses decreased $45.9 million, or 10.7%, to $383.3 million during 2002 compared to $429.2 million during 2001.

Compensation and related benefits decreased $1.4 million, or 0.6%, to $245.2 million during 2002 from $246.6 million during 2001. The decrease includes $16.7 million less in non-cash compensation expense in 2002 compared to 2001. This expense was related to the Numico management stock purchase plan. When excluded from compensation and benefits, these expenses actually increased $18.1 million, due primarily to a $13.2 million allocation charge from Numico for management services, increased severance costs of $3.6 million as a result of a workforce reduction in 2002 and a $3.3 million increase in healthcare costs. These increases were offset by reductions in bonus and incentive payments.

Advertising and promotion expenses increased $10.2 million, or 24.3%, to $52.1 million during 2002 compared to $41.9 million during 2001. The increase was primarily due to the elimination of our cooperative advertising program in 2001 that resulted in $8.6 million in refunds of unused advertising monies contributed by us.

Other selling, general and administrative expenses increased $9.7 million, or 14.7%, to $75.9 million during 2002 compared to $66.2 million during 2001. Bad debt expense accounted for an $8.0 million increase for 2002 compared to 2001. Research and development costs increased $0.8 million for 2002 compared to 2001.

Amortization expense decreased $64.4 million, or 86.4%, to $10.1 million during 2002 compared to $74.5 million during 2001. In connection with the adoption of SFAS No. 142 on January 1, 2002, we assigned an indefinite life to the Brand intangible asset and goodwill, which were both previously amortized over a 40 year period, resulting in a reduction in amortization expense related to such assignment of $31.7 million and $27.1 million, respectively. The remaining decreases in the amortization expense were attributable to our Gold Card intangible asset, which was fully amortized on a declining scale basis during 2002, and our third-party customer list intangible asset, which had a change in estimable life from seven years in 2001 to six years in 2002.

We received $214.4 million in non-recurring legal settlement proceeds in 2002 related to raw material pricing litigation, compared to $3.6 million in legal settlement proceeds that we received in 2001.

In 2002, deterioration in market conditions and financial results caused a decrease in expectations regarding growth and profitability. Accordingly, management initiated an evaluation of the carrying value of its goodwill and indefinite-lived intangible assets as of December 31, 2002. As a result of this evaluation, an

Consolidated. Consolidated operating income as a percentage of sales was 4.6% during the year ended December 31, 2002, compared to 4.6% during the same period of the prior year. Consolidated operating income decreased $8.9 million, or 14.6%, to $61.1 million during 2002 compared to $70.0 million during 2001.

Retail. Operating income decreased $2.4 million or 2.7% during 2002 compared to the same period in 2001. The primary reason for the decrease was increased advertising costs due to additional advertising run in 2002 to promote the grand reopening after the store reset was completed.

Franchise. Operating income increased $19.1 million or 41.3% during 2002 compared to the same period in 2001. This increase was primarily due to increased amortization expense in 2001 related to intangible assets.

Manufacturing/ Wholesale. Operating income decreased $4.1 million, or 13.7%, during 2002 compared to the same period in 2001. This was due to decreased third party revenue contracts in 2002, as we focused on supplying the retail and franchised stores, and affiliated parties, which were acquired by our parent, Numico.

Corporate Costs. Expenses increased $14.4 million, or 26.4%, during 2002 compared to the same period in 2001. This increase was primarily due to an internal charge for administrative expenses from our parent, Numico, and severance costs in 2002 due to a reduction in workforce at the corporate headquarters.

Other. Other costs increased $7.7 million during 2002 compared to the same period in 2001. Included in these costs were $222.0 million impairment charges in 2002 and $214.4 million income in 2002 for settlement income related to a raw material pricing settlement.

Interest expense decreased $3.7 million, or 2.6%, to $136.3 million during 2002 compared to $140.0 million during 2001. This decrease was primarily due to a lower principal balance outstanding as of the end of 2002 under a loan agreement entered into by Numico at the time it acquired us. This debt has been allocated to us for accounting purposes and was eliminated upon consummation of the Acquisition.

Our gain on sale of marketable securities increased $5.0 million in 2002 compared with 2001. We recognized a gain on the sale of marketable securities of $5.0 million in 2002 compared with no such gain in 2001.

We recognized $1.0 million of income tax expense during 2002 and a $14.1 million income tax benefit during 2001. The additional expense recognized was primarily related to additional income from the raw material pricing litigation recognized during 2002, and a valuation allowance recognized against interest expense in 2001. Additionally, differences between the federal statutory rate and our effective tax rate were primarily due to the amortization of non-deductible goodwill in both years and a valuation allowance against interest expense in 2001.

As a result of the foregoing, consolidated net loss increased $905.0 million to a net loss of $960.9 million during 2002 compared to a net loss of $55.9 million during 2001. When the charge for the cumulative effect of accounting change of $889.7 million is excluded from 2002, the net loss increased $15.3 million.

We recognized a $2.1 million unrealized depreciation in a marketable equity security during 2002, offset by an unrealized foreign currency gain of $0.3 million, compared to a $2.1 million unrealized appreciation in a marketable equity security during 2001, offset by an unrealized foreign currency exchange loss of $0.4 million.

At June 30, 2004, we had $47.6 million in cash and cash equivalents and $244.5 million in working capital compared with $23.8 million in cash and cash equivalents and $132.4 million in working capital at June 30, 2003. The $112.1 million increase in working capital was primarily driven by the new debt structure, which eliminated the short-term intercompany debt payments due to Numico, and reductions in taxes payable and accounts payable.

Historically, we have funded our operations through internally generated cash. Cash provided by operating activities was $25.8 million and $75.0 million in the six months ended June 30, 2004 and June 30, 2003, respectively. During the six months ended June 30, 2004, inventory increased $36.9 million, largely due to an increase in inventory from new products and raw materials. Accrued liabilities decreased $16.1 million primarily due to $12.1 million in change in control and retention payments made in the six months ended June 30, 2004, which reduced the liability accordingly and incentive payouts of $4.4 million.

Cash provided by operating activities was $97.6 million, $111.0 million and $75.8 million during the years ended December 31, 2003, 2002, and 2001, respectively. The primary reason for the change in each year was changes in working capital accounts. Receivables decreased in 2003 due to the receipt of $134.8 million in January 2003 from legal settlement proceeds relating to raw material pricing litigation, offset by an increase in receivables of $12.7 million due to the recording of a purchase price adjustment due from Numico related to the Acquisition, and a decrease in receivables of $70.6 million due from Numico, which was generated from periodic cash sweeps to Numico since the beginning of 2003. Receivables increased $132.6 million in 2002 primarily due to the recording of a raw material pricing settlement receivable of $134.8 million. Accounts payable increased in 2002 due to the recording of various amounts due from General Nutritional Companies, Inc. to Numico, and an affiliated purchasing subsidiary, Nutraco. In 2001, inventory decreased $46.3 million and accounts payable decreased by $48.2 million. Goodwill and intangible asset amortization was $75.9 million for the year, as SFAS No. 142 was not adopted until January 1, 2002.

We used cash from investing activities of approximately $8.2 million and $14.0 million for the six months ended June 30, 2004 and June 30, 2003, respectively. Capital expenditures, primarily for improvements at company-owned stores, were our largest use of cash in the periods presented. During the six months ended June 30, 2004, we received cash from Numico, our former parent, of $15.7 million for a working capital adjustment to the Acquisition purchase price, which was previously recognized as a contingent adjustment to the purchase price. Also during the six months ended June 30, 2004, we paid

$7.7 million in transaction fees and $5.9 million in purchase price adjustments relating to the Acquisition. We used cash from investing activities of approximately $771.5 million, $44.5 million, and $48.1 million for the twelve months ended December 31, 2003, 2002, and 2001, respectively. We used $738.1 million to acquire General Nutrition Companies, Inc. from Numico in 2003. This $738.1 million was reduced by approximately $12.7 million for a purchase price adjustment received in April 2004, and increased by $7.8 million for other acquisition costs, for a net purchase price of $733.2 million. Excluding the $738.1 million cash used to acquire the company in 2003, the primary use of cash in each year was for improvements to the retail stores, and on-going maintenance and improvements at our manufacturing facility. The decrease in cash used for investing activities in the twelve months ended December 31, 2003 compared to the same period in 2002 was the result of a decrease of $19.1 million in capital expenditures in 2003 and the receipt of $7.4 million in proceeds from the sale of marketable securities in 2002. The decrease in cash used for investing activities when comparing 2002 to 2001 was due to a decrease in franchised store purchases in 2002 compared with 2001, offset by higher capital expenditures. In 2001, we had an active franchise store buyback program in place, and repurchased or acquired 125 stores, compared with 59 in 2002. Additionally, we used $2.0 million of cash to purchase and install a warehouse management software system, and $1.8 million of cash to purchase a customer relationship software system.

We used cash in financing activities of approximately $3.7 million and $76.0 million for the six months ended June 30, 2004 and June 30, 2003, respectively. In the first six months of 2004, our parent issued common stock and received proceeds of $1.6 million, which our parent invested in us, we used $1.9 million to pay down debt on our term loan facility and mortgage, and had a decrease of $3.1 million in cash overdrafts. In the first six months of 2003, we used $75.0 million to pay down debt to related parties, and $0.4 million to pay down debt to third parties.

We generated cash from financing activities of approximately $668.4 million for the twelve months ended December 31, 2003. The primary use of cash in the period ended December 4, 2003 was principal payments on debt of Numico, of which we were a guarantor. In the 27 days ended December 31, 2003, the primary source of cash was from borrowings under our senior credit facility of $285.0 million, proceeds from the issuance of shares of our parent’s common stock of $177.5 million and of preferred stock of $100.0 million, and proceeds from our issuance of the old notes of $215.0 million. We used cash in financing activities of approximately $44.3 million and $21.6 million for the twelve months ended December 31, 2002 and 2001, respectively, primarily to repay debt to related parties. We generated $62.3 million of cash through borrowings from related parties in 2001.

In connection with the Acquisition, we entered into a senior credit facility, consisting of a $285.0 million term loan facility and a $75.0 million revolving credit facility. We borrowed the full amount under the term loan facility in connection with the closing of the Acquisition. Borrowings under the senior credit facility bear interest at a rate per annum of equal to (1) the higher of (x) the prime rate and (y) the federal funds effective rate, plus 0.5% per annum, or (2) the Eurodollar rate, plus in each case, an applicable margin, and, in the case of revolving loans, such rates per annum may be decreased if our leverage ratio is decreased. In addition, we are required to pay an unused commitment fee equal to 0.5% per year. The term loan facility matures on December 5, 2009 and the revolving credit facility matures on December 5, 2008. The revolving credit facility allows for $50 million to be used as collateral for outstanding letters of credit, of which $9.4 million was used at June 30, 2004, leaving $65.6 million of this facility available for future borrowing. This facility contains customary covenants including financial tests (including maximum total leverage, minimum fixed charge coverage ratio and maximum capital expenditures) and places certain other limitations on us concerning our ability to incur additional debt, guarantee other obligations, grant liens on assets, make investments, acquisitions or mergers, dispose of assets, make optional payments or modifications of other debt instruments, and pay dividends or other payments on capital stock. See note 9 of our consolidated financial statements included elsewhere in this prospectus. We are seeking an amendment to our senior credit facility to obtain a lower interest rate and additional flexibility under our restricted payments covenant; however, there can be no assurance that we will obtain this amendment.

On December 5, 2003, we issued $215.0 million aggregate principal amount of old notes in connection with the Acquisition. The notes mature in 2010 and bear interest at the rate of 8 1/2% per annum. In addition, our equity sponsor and certain of our directors, members of our management and other employees made an equity contribution of $277.5 million in exchange for 29,566,666 shares of our parent’s common stock and, in the case of our equity sponsor, 100,000 shares of our parent’s Series A preferred stock. The proceeds of the equity contribution were contributed to us to fund a portion of the Acquisition price. In addition, our parent sold shares of its common stock for $200,000 to one of our new outside directors shortly after consummation of the Acquisition and subsequently sold shares of its common stock for approximately $1.7 million to certain members of our management. The proceeds of all of such sales were contributed by our parent to us.

We expect to fund our operations through internally generated cash and, if necessary, from borrowings under our $75.0 million revolving credit facility. We expect our primary uses of cash in the near future will be debt service requirements, working capital requirements and capital expenditures. We anticipate that cash generated from operations, together with amounts available under our revolving credit facility, will be sufficient to meet our future operating expenses, capital expenditures and debt service obligations during the next twelve months. However, our ability to make scheduled payments of principal on, to pay interest on, or to refinance our indebtedness and to satisfy our other debt obligations will depend on our future operating performance which will be affected by general economic, financial and other factors beyond our control.

Capital expenditures were $10.2 million and $15.3 million during the six months ended June 30, 2004, and June 30, 2003, respectively. Capital expenditures were $32.8 million, $51.9 million and $29.2 million in 2003, 2002, and 2001, respectively. The primary use of cash in each year was for improvements to our retail stores, and on-going maintenance and improvements of our manufacturing facility. During 2002, we completed a $23.5 million store reset and upgrade program, $6.1 million of which was funded by our franchisees. Of the $17.4 million paid by us, $13.9 million was capitalized and $3.5 million was expensed. As of June 30, 2004, we expected our total store-related maintenance capital expenditures to be approximately $15.0 million and our total capital expenditures to be approximately $31.0 million for 2004.

The following table summarizes our future minimum non-cancelable contractual obligations at June 30, 2004.


(1)	Includes variable debt interest payments, which are estimated using interest rates in effect at June 30, 2004.

(2)	Consists of inventory purchase commitments and advertising commitments.

As of June 30, 2004 and 2003 and December 31, 2003, 2002 and 2001, we had no relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet

We have a balance of unused advertising barter credits on account with a third-party advertising agency. We generated these barter credits by exchanging inventory with a third-party barter vendor. In exchange, the barter vendor supplied us with advertising credits. We did not record a sale on the transaction as the inventory sold was for expiring products that were previously fully reserved for on our balance sheet. In accordance with APB 29, a sale is recorded based on either the value given up or the value received, which ever is more easily determinable. The value of the inventory was determined to be zero, as the inventory was fully reserved. Therefore, these credits were not recognized on the balance sheet and are only realized when we advertise through the bartering company. The credits can be used to offset the cost of cable advertising. As of June 30, 2004, December 31, 2003 and December 31, 2002, the available credit balance was $12.0 million, $16.6 million and $18.8 million, respectively. The barter contract is effective through March 2005, with renewable extensions.

Inflation generally affects us by increasing costs of raw materials, labor and equipment. We do not believe that inflation had any material effect on our results of operations in the periods presented in our financial statements.

Market risk represents the risk of changes in the value of market risk sensitive instruments caused by fluctuations in interest rates, foreign exchange rates and commodity prices. Changes in these factors could cause fluctuations in the results of our operations and cash flows. In the ordinary course of business, we are primarily exposed to foreign currency and interest rate risks. We do not use derivative financial instruments in connection with these market risks.

Foreign Exchange Rate Market Risk. We are subject to the risk of foreign currency exchange rate changes in the conversion from local currencies to the U.S. dollar of the reported financial position and operating results of our non-U.S. based subsidiaries. We are also subject to foreign currency exchange rate changes for purchases and services that are denominated in currencies other than the U.S. dollar. The primary currencies to which we are exposed to fluctuations are the Canadian Dollar and the Euro. The fair value of our net foreign investments and our foreign denominated payables would not be materially affected by a 10% adverse change in foreign currency exchange rates for the periods presented.

Interest Rate Market Risk. A portion of our debt is subject to changing interest rates. Although changes in interest rates do not impact our operating income, the changes could affect the fair value of such debt and related interest payments. As of June 30, 2004, we had fixed rate debt of $215.0 million and variable rate debt of $297.3 million. Fluctuations in market rates have not had a significant impact on our results of operations in recent years because, in general, our contracts with vendors limit our exposure to increases in product prices. We are not exposed to price risks except with respect to product purchases. We do not enter into futures or swap contracts at this time. Based on our variable rate debt balance as of June 30, 2004, a 1% change in interest rates would increase or decrease our annual interest cost by $3.0 million.

In December 2003, the FASB revised SFAS No. 132. The revised standards relate to additional disclosures about pension plans and other postretirement benefit plans. We had previously adopted the disclosure requirements of SFAS No. 132. The adoption of this revised standard did not have a material impact on our consolidated financial position or results of operations.

In August 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. It is effective for reporting years beginning after

June 15, 2002. The adoption of this standard did not have a material impact on our consolidated financial position or results of operations. As the operation of our manufacturing facility and distribution centers constitutes a material portion of our business, other obligations may arise in the future. Since these operations have indeterminate lives, an asset retirement obligation cannot be reasonably estimated. Therefore, any additional liabilities associated with potential obligations cannot be estimated and thus, have not been accrued for in the accompanying financial statements.

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” This statement applies to costs associated with an exit activity that does not involve an entity newly acquired in a business combination or with a disposal activity covered by SFAS No. 144. It is effective for transactions after December 31, 2002. The adoption of this standard did not have a material impact on our consolidated financial position or results of operations.

In November 2002, the FASB issued FASB Interpretation (“FIN”) No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” This interpretation clarifies existing guidance relating to a guarantor’s accounting for and disclosure of, the issuance of certain types of guarantees. FIN No. 45 requires that, upon issuance of a guarantee, the guarantor must recognize a liability for the fair value of the obligation it assumes under the guarantee. FIN No. 45 is effective on a prospective basis for guarantees issued or modified after December 31, 2002, except for the disclosure provisions which were adopted by us for the year ended December 31, 2002. The adoption of the remaining provisions of FIN No. 45 did not have a material impact on our consolidated financial position or results of operations.

In January 2003, the FASB issued FIN No. 46, “Consolidation of Variable Interest Entities — an interpretation of ARB No. 51.” This interpretation addresses the consolidation of variable interest entities (“VIEs”) and its intent is to achieve greater consistency and comparability of reporting between business enterprises. It defines the characteristics of a business enterprise that qualifies as a primary beneficiary of a variable interest entity. In December 2003, the FASB issued a modification to FIN 46, titled FIN 46R. FIN 46R delayed the effective date for certain entities and also provided technical clarifications related to Implementation Issues. In summary, a primary beneficiary is a business enterprise that is subject to the majority of the risk of loss from the VIE, entitled to receive a majority of the VIE’s residual returns, or both. The implementation of FIN No. 46 has been deferred for non-public entities. For non-public entities, such as us, FIN No. 46 requires immediate application to all VIEs created after December 31, 2003. For all other VIEs, we are required to adopt FIN No. 46 by no later than the beginning of the first period beginning after December 15, 2004. FIN No. 46 also requires certain disclosures in financial statements regardless of the date on which the VIE was created if it is reasonably possible that the business enterprise will be required to disclose the activity of the VIE once the interpretation becomes effective. We adopted FIN No. 46 on January 1, 2004 and determined that it does not have an impact.

In April 2003, the FASB issued SFAS No. 149 “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies the accounting for and reporting of derivative instruments, including certain derivative instruments embedded in other contracts and hedging activities. SFAS No. 149 is effective for contracts entered into after June 30, 2003. As of December 4, 2003, we have not identified any financial instruments that fall within the scope of SFAS No. 149, thus the adoption of SFAS No. 149 did not have a material impact on the accompanying consolidated financial statements or results of operations.

In May 2003, the FASB issued SFAS No. 150 “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.” This statement clarifies and defines how certain financial instruments that have both the characteristics of liabilities and equity be accounted for. Many of these instruments that were previously classified as equity will now be recorded as liabilities. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and must be adopted for financial statements issued after June 15, 2003. As of December 31, 2003, we have not identified any

In December 2003, the Securities and Exchange Commission issued SAB No. 104 “Revenue Recognition.” This SAB revises or rescinds certain portions of interpretative guidance included in Topic 13 of the codification of staff accounting bulletins. These changes make SAB 104 guidance consistent with current accounting regulations promulgated under U.S. generally accepted accounting principles. As stated in the Revenue Recognition accounting policy, we have adopted SAB No. 104 for all periods presented herein. The adoption of SAB No. 104 did not have a material impact on the accompanying consolidated financial statements or results of operations.

We are the largest global specialty retailer of nutritional supplements, which include sports nutrition products, diet products, vitamins, minerals and herbal supplements (VMHS) and specialty supplements. We derive our revenues principally from product sales through our company-owned stores, franchise activities and sales of products manufactured in our facilities to third parties. On December 5, 2003, we acquired from Numico USA, Inc., 100% of the outstanding equity interests of General Nutrition Companies, Inc., a company that opened its first health food store in 1935 and today sells products through a worldwide network of more than 5,600 locations operating under the GNC brand name. According to the 2003 Gallup Survey of Vitamin Users, the GNC brand name is one of the most widely recognized brands in the nutritional supplements industry. An estimated 84% of the U.S. population recognizes GNC as a source of health and wellness products based on the Parker 2003 Awareness Study. Our product mix, which is focused on high-margin, value-added nutritional products, is sold under our GNC proprietary brands, including Mega Men, Pro Performance, Total Lean and Preventive Nutrition, and under nationally recognized third-party brands, including Muscletech, EAS and Atkins.

Our retail network represents the largest specialty retail store network in the nutritional supplements industry according to the NBJ 2003 Supplement Report. As of June 30, 2004, there were 4,974 GNC locations in the United States and Canada and 692 franchised stores operating in other international locations under the GNC name. Of our U.S. and Canadian locations, 2,649 were company-owned stores, 1,331 were franchised stores and 994 were GNC store-within-a-store locations under our strategic alliance with Rite Aid. Our retail network in the United States was approximately eight times larger than that of our nearest specialty retail competitor as of June 30, 2004. Most of our U.S. stores are between 1,000 and 2,000 square feet and are located in shopping malls and strip shopping centers. In the fourth quarter of 2002, we completed a store reset and upgrade program. As a result, many of our stores have a modern and customer-friendly layout and promote our GNC Live Well theme.

As of June 30, 2004, we had 1,331 franchised stores in the United States and Canada and 692 other international franchised stores. We generate income from franchise activities primarily through product sales to franchisees, royalties on franchise retail sales and franchise fees. To assist our franchisees in the successful

operation of their stores and to protect our brand image, we offer a number of services to franchisees including training, site selection, construction assistance and accounting services. We believe that our franchise program enhances our brand awareness and market presence and will enable us to expand our store base internationally with minimal capital expenditures by us. We enjoy strong relationships with our franchisees, as evidenced by our franchisee renewal rate of over 98% between 2000 and 2003. Our franchise program has been recognized numerous times by several publications as one of the top franchise programs in the country.

To increase brand awareness and promote access to customers who may not frequent specialty nutrition stores, we entered into a strategic alliance with Rite Aid to open our GNC store-within-a-store locations. As of June 30, 2004, we had 994 store-within-a-store locations. Through this strategic alliance, we generate revenues from sales to Rite Aid of our products at wholesale prices, the manufacture of Rite Aid private label products and retail sales of consignment inventory. We are Rite Aid’s sole supplier for the PharmAssure® vitamin brand and a number of Rite Aid private label supplements. We recently extended our alliance with Rite Aid through April 30, 2009, with its commitment to open 300 new store-within-a-store locations by December 31, 2006.

We offer a wide range of nutritional supplements sold under our GNC proprietary brand names, including Mega Men, Pro Performance, Total Lean and Preventive Nutrition, and under nationally recognized third-party brand names, including Muscletech, EAS and Atkins. Sales of our proprietary brands at our company-owned stores represented approximately 42% of our net retail product revenues for the twelve months ended June 30, 2004. We generally have higher gross margins on sales of our proprietary brands than on sales of third-party brands. We develop our proprietary products independently at our own facilities and through collaborative efforts with our suppliers. In addition, we have arrangements with several of our suppliers that enable us to be the preferred distributor of a number of third-party products. We believe that new products are a key driver of customer traffic and purchases, and we are committed to developing new and innovative products for the nutritional supplements industry. We launched 37 new products during the year ended December 31, 2003. During the six months ended June 30, 2004, we launched 33 new products, and we expect to launch 60 additional new products during the remainder of 2004.

We market our proprietary brands of nutritional products through an integrated marketing program that includes television, print and radio media, storefront graphics, direct mailings to members of our Gold Card program and point of purchase materials. Our Gold Card program is a key component of our marketing strategy and entitles members to discount offers and other benefits. With 4.5 million Gold Card members as of June 30, 2004, we believe that our Gold Card program builds customer loyalty and serves to make us a destination retailer. We also benefit from product advertising paid for entirely by third-party vendors, which promotes their products and identifies our locations as a place to purchase their products.

With our technologically sophisticated manufacturing and distribution facilities supporting our retail stores, we are a low-cost, vertically integrated producer and supplier of nutritional supplements. We operate two manufacturing facilities in South Carolina and three distribution centers located in Pennsylvania, South Carolina and Arizona. Although we utilize our facilities primarily for the production of our proprietary products that are sold at GNC locations, we have available capacity to produce products for sale to third-party customers. By controlling the production and distribution of our proprietary products, we believe we can better control costs, protect product quality, monitor delivery times and maintain appropriate inventory levels.

The U.S. nutritional supplements retail industry, which includes nutritional supplements sold through all channels, is large and highly fragmented, with no single industry participant accounting for more than 10% of total industry retail sales in 2002, the most recent period for which information is available. Participants include specialty retailers, supermarkets, drugstores, mass merchants, multi-level marketing organizations, mail order companies and a variety of other smaller participants. The nutritional supplements sold through these channels are divided into four major product categories: sports nutrition products, diet products, VMHS and specialty supplements. Most supermarkets, drugstores and mass merchants have narrow nutritional supplement product offerings limited primarily to simple vitamins and herbs, with less knowledgeable sales associates than specialty retailers. We believe that these merchants’ share of the nutritional supplements market over the last five years has remained relatively constant.

During the 1990s, our industry underwent a period of rapid expansion. From 1990 to 2002, industry retail sales grew at a compound annual growth rate of 10.0%, with the most rapid growth in the early 1990s. According to the NBJ 2003 Supplement Report, total industry sales in the United States were approximately $18.8 billion in 2002 and were estimated to grow at a compound annual growth rate of 3.7% from 2002 through 2008. Several demographic, healthcare and lifestyle trends are expected to drive the continued growth of the nutritional supplements industry. These trends include:


	•	Aging Population: The average age of the U.S. population is increasing. U.S. Census Bureau data indicates that the number of Americans age 55 or older is expected to increase by 19% from 2003 to 2010. We believe that consumers over the age of 55 are significantly more likely to use VMHS products than younger persons.

	•	Rising Healthcare Costs and Use of Preventive Measures: Healthcare related costs have increased substantially in the United States. According to a leading healthcare provider, private health insurance premiums increased an average of 13.9% from 2002 to 2003. To reduce medical costs and avoid the complexities of dealing with the healthcare system, many consumers take preventive measures, including alternative medicines and nutritional supplements.

	•	Increasing Focus on Fitness: The number of Americans belonging to health clubs has grown 23% from 29.5 million in 1998 to 36.3 million in 2002, according to the most recent trend report published by the International Health, Racquet & Sportsclub Association. We believe that fitness-oriented consumers are interested in taking sports nutrition products to increase energy, endurance and strength during exercise.

	•	Increasing Incidence of Obesity: According to a 2002 study by the National Heart, Lung and Blood Institute, 61% of adults ages 20-74 in the United States are either overweight or obese. Obesity may lead to more serious health conditions, such as diabetes, heart disease and high blood pressure. An estimated 46% of adults in the United States are dieting, according to a 2003 Gallup Study of Dieting and the Market for Diet Products and Services.

According to the NBJ 2003 Supplement Report, total global industry sales were approximately $50.0 billion in 2001, the most recent period for which international information is available. The largest markets were the United States at $18.1 billion, followed by Europe at $14.5 billion and Asia with $13.4 billion.

Unmatched Specialty Retail Footprint. Our retail network in the United States was approximately eight times larger than that of our nearest specialty retail competitor as of June 30, 2004. The size of our retail network provides us with advantages within the fragmented nutritional supplements industry. For instance, our scale helps us to attract industry-leading vendors to sell their products in our locations, often on a preferred

basis. Our extensive retail footprint in established territories also provides us with broad distribution capabilities that we believe are difficult for our competitors to replicate without significant time and cost. Through our multiple store formats located across the United States, large franchise operations and extensive international store base, we are not dependent on any single store format or geographic location.

Strong Brand Recognition and Customer Loyalty. We have strong brand recognition within the nutritional supplements industry. According to the Parker 2003 Parker Awareness Study, an estimated 84% of the U.S. population recognizes the GNC brand name as a source of health and wellness products. We utilize extensive marketing and advertising campaigns through television, print and radio media, storefront graphics, Gold Card membership communications and point of purchase materials to strengthen and reinforce our brand recognition. Our Gold Card program cultivates customer loyalty through a combination of discount offers and targeted marketing efforts. We believe that our Gold Card program helps to make us a destination retailer.

Ability to Leverage Existing Retail Infrastructure. Our incremental retail sales result in disproportionate increases in operating income as we leverage the largely fixed cost nature of our retail operations and our high retail gross product margins. Our existing store base, stable size of our workforce and established distribution network can support higher sales volume without adding significant incremental costs and enable us to convert a high percentage of our net revenues into cash flow from operations.

Extensive Product Selection. We offer an extensive mix of brands and products, including approximately 2,200 stock keeping units (“SKUs”) across multiple categories. This variety provides our customers with a wide selection of products to fit their specific needs and provides us with an advantage over drugstores, supermarkets and mass merchants who offer a more limited product selection. Our products include powders, bars, tablets, meal replacements, shakes and teas. With a broad range of products, our success does not depend on any one specific product or vendor. During the twelve months ended June 30, 2004, no single product accounted for more than 4.6% of our company-owned store sales.

New Product Development. We believe that new products are a key driver of customer traffic and purchases. Interactions with our customers and raw materials vendors help us identify changes in consumer trends that, in turn, influence our development, manufacturing and marketing of new products. In March 2003, we integrated and upgraded our previously decentralized product development function, creating dedicated development teams that conduct extensive market research and use scientific methods and third-party product testing to formulate new value-added products geared to specific nutritional concerns, such as heart health, digestive function and women’s health issues. This initiative has led to a meaningful increase in new product development activity. We launched 37 new products during the year ended December 31, 2003. During the six months ended June 30, 2004, we launched 33 new products, and we expect to launch 60 additional new products during the remainder of 2004.

Value-Added Customer Service. Our sales associates are trained to provide guidance to customers with respect to the broad selection of products sold in our stores. We believe this level of customer service provides us with an advantage over supermarkets, drugstores and mass merchants. We provide ongoing training to our sales associates to ensure that they are prepared to educate customers about product features and direct them to products that will address their specific requests. In 2002, we instituted the “GNC University,” an online training program for our sales associates at our company-owned stores and for sales associates at participating franchised locations. We provide additional education and training materials through a monthly newsletter detailing new products and through interactive training modules. We also provide a wide range of nutritional information in numerous forms, including signage, brochures, and touch screen computers enabling customers to make informed purchases.

Vertically Integrated Operational Capabilities. Our vertically integrated manufacturing, distribution and retail capabilities differentiate us from many of our competitors. We believe our technologically sophisticated manufacturing facilities and distribution centers, combined with our retail footprint, enable us to better control costs and protect product quality. We are also better able to monitor delivery times and to maintain appropriate inventory levels for our proprietary products by controlling production scheduling and distribution.

Experienced Management Team. Our senior management team is comprised of experienced retail executives who have on average been employed with us for over 14 years. As of June 30, 2004, our senior management and our directors owned approximately 2.3%, in the aggregate, and had options to purchase an additional 5.6%, in the aggregate, of the fully diluted common equity of our parent company. In addition, our board of directors is comprised of executives with significant experience in the retail industry.

As the largest global specialty retailer of nutritional supplements, our goal is to further capitalize on the trends affecting our industry by pursuing the following initiatives:


	•	continue to obtain additional third-party preferred distributor arrangements and position ourselves to be first-to-market with new and innovative products by partnering with our suppliers and leveraging our extensive specialty retail footprint. We intend to offer distributors additional opportunities to place preferred products in highly visible merchandising locations within the store, as well as including these products in our monthly direct marketing communications to our Gold Card customers as a means of expanding our preferred distributor arrangements.

	•	continue to formulate new value-added products and shift our product mix to emphasize our proprietary products, which typically have higher gross product margins, by utilizing our integrated product development capabilities and featuring our proprietary products through our in-store merchandising.

	•	encourage customer loyalty, facilitate direct marketing, and increase cross-selling and up-selling opportunities by using our extensive Gold Card customer database. Our database of Gold Card members allows us to execute extensive direct marketing activities. We are focused on increasing cross-selling and up-selling opportunities by analyzing customer buying patterns in greater detail and using this data to distribute targeted direct marketing materials to specific customer groups. We intend to develop additional loyalty programs focused on building strong, long-term, value added relationships with our best customers to further strengthen their loyalty to the GNC brand.

	•	expand our international store network by growing our international franchise presence, which requires minimal capital expenditures by us. We intend to continue our policy of awarding franchising rights within a country to well-capitalized franchisees that will, together with us, determine future year commitments for stores and product distribution in that country and annually review the potential for new locations. We currently have 488 international stores scheduled to be opened in the next three years under existing development agreements.

	•	produce products for sale to third-party retail and wholesale customers to better utilize our available manufacturing capacity. We intend to continue to actively pursue these customers with competitive pricing that will enhance our sales and better utilize our current excess manufacturing capacity.

	•	reduce our debt by using excess cash flow not otherwise needed in our business or for the execution of our business strategies, as appropriate.

We are a wholly owned subsidiary and an operating company of GNC Corporation, our parent. We were formed as a Delaware corporation in October 2003 by Apollo Management V, L.P., an affiliate of Apollo and certain members of our management, to acquire General Nutrition Companies, Inc. (“GNCI”) from Numico USA, Inc. (“Numico USA”). GNCI was acquired in August 1999 by Numico Investment Corp. (“NIC”) which, subsequent to the acquisition, was merged into GNCI. NIC was a wholly owned subsidiary of an entity ultimately merged into Numico USA. Numico USA is a wholly owned subsidiary of Koninklijke (Royal) Numico N.V. (together with Numico USA, “Numico”), a Dutch public company. Prior to the acquisition by NIC in 1999, GNCI was a publicly traded company, listed on the Nasdaq National Market.

On December 5, 2003, we purchased 100% of the outstanding equity interests of GNCI. Simultaneously with the closing of the Acquisition, we entered into a new senior credit facility with a syndicate of lenders, consisting of a term loan facility and a revolving credit facility. We borrowed the full amount of the term loan facility to fund a portion of the Acquisition purchase price, but made no borrowings under the revolving credit facility. Our obligations under the senior credit facility are guaranteed by our parent company and our domestic subsidiaries. See “Description of Senior Credit Facility” for a more detailed description of our senior credit facility. We also used the net proceeds from the offering of the old notes to fund a portion of the Acquisition purchase price. In addition, our parent received an equity contribution in exchange for its common and preferred stock from GNC Investors, LLC, its principal stockholder, which we refer to in this prospectus as our equity sponsor. Our parent contributed the full amount of the equity contribution to us to fund a portion of the Acquisition purchase price. Our equity sponsor subsequently resold all of our preferred stock to other institutional investors.

We generate revenues primarily from our three business segments, Retail, Franchise and Manufacturing/ Wholesale. The following chart outlines our business segments and the historical contribution to our consolidated revenues by those segments, after intercompany eliminations. For a description of operating income (loss) by business segment, our total assets by business segment, total revenues by geographic area, and total assets by geographic area, see note 23 to our consolidated financial statements included elsewhere in this prospectus.

Our Retail segment generates revenues from sales of products to customers at our company-owned stores in the United States and Canada.

As of June 30, 2004, we operated 2,649 company-owned stores across 50 states and in Canada, Puerto Rico and Washington DC. Most of our U.S. company-owned stores are between 1,000 and 2,000 square feet and are located primarily in shopping malls and strip shopping centers. Traditional mall and strip mall locations typically generate a large percentage of our total retail sales. All of our company-owned stores follow one of two consistent formats, one for mall locations and one for strip shopping center locations. Our store graphics are periodically redesigned to better identify with our GNC customers and provide product information to allow the consumer to make educated decisions regarding product purchases and usage. Our product labeling is consistent within our product lines and the stores are designed to present a unified approach to packaging with emphasis on added information for the consumer. In addition, in the fourth quarter of 2002 we completed a store reset and upgrade program for all of our company-owned stores to create a more modern and customer-friendly layout, while promoting our GNC Live Well theme. As part of the store reset and upgrade program, we redesigned our floor layouts to create one-stop stations where our customers can locate a variety of products to address their specific needs.

We offer a wide range of nutritional supplements sold under our GNC proprietary brand names, including, Mega Men, Pro Performance, Total Lean and Preventive Nutrition, and under nationally recognized third-party brand names, including Muscletech, EAS and Atkins. We operate in four major nutritional supplement categories: sports nutrition products, diet products, VMHS and specialty supplements. We offer an extensive mix of brands and products, including approximately 2,200 SKUs across multiple categories. This variety is designed to provide our customers with a vast selection of products to fit their specific needs. Sales of our proprietary brands at our company-owned stores represented approximately 42% of our net retail product revenues for the twelve months ended June 30, 2004.

Products are delivered to our retail stores through our distribution operations located in Leetsdale, Pennsylvania; Anderson, South Carolina; and Phoenix, Arizona. Our distribution centers support our company-owned stores as well as franchised stores and Rite Aid locations. Our distribution fleet delivers raw materials and components to our manufacturing facilities and delivers our finished goods and third-party products through our distribution centers to our company-owned and domestic franchised stores on a weekly and biweekly basis, depending on sales volume of the store. Each of our distribution centers has a quality control department that monitors products received from our vendors to determine if they meet our requirements.

Based on data collected from our point of sale systems (POS), below is a comparison of our domestic retail product sales by major product category and the respective percentage of our retail supplement sales for the period shown:


(1)	2003 data calculated on a combined basis, by adding data for the period from January 1, 2003 through December 4, 2003 to data for the 27 days ended December 31, 2003.

Sports nutrition products are designed to be taken in conjunction with an exercise and fitness regimen. Our target consumer for sports nutrition products is the 18-49 year old male. We typically offer a broad selection of sports nutrition products, such as protein and weight gain powders, sports drinks, sports bars, and high potency vitamin formulations, including GNC brands such as Pro Performance and popular third-party products such as NO2®.

Diet products consist of various formulas designed to supplement the diet and exercise plans of weight conscious consumers. Our target consumer for diet products is the 18-49 year old female. We typically offer a variety of diet products, including pills, meal replacements, shakes, diet bars and teas. Our retail stores offer our proprietary and third-party products suitable for different diet and weight management approaches, including low-carbohydrate products and products designed to increase thermogenesis (a change in the body’s metabolic rate measured in terms of calories) and metabolism. We also offer several ephedra-free diet products, including our Total Lean and our Body Answers™ product lines.

We sell vitamins and minerals in single nutrient and multi-nutrient form and in different potency levels. Our vitamin and mineral products are available in tablets, soft gelatin and hard-shell capsules and powder forms. Many of our special vitamin and mineral formulations, such as Mega Men® and Ultra Mega®, are only available at GNC locations. In addition to our selection of VMHS products with unique formulations, we also offer the full range of standard “alphabet” vitamins. We sell herbal supplements in various solid dosage and soft gelatin capsules, tea and liquid forms. We have consolidated our traditional herbal offerings under a single umbrella brand, Herbal Plus®. In addition to the Herbal Plus line, we offer a full line of whole food-based supplements and top selling herb and natural remedy products. Our target consumers for VMHS are women over the age of 35.

Specialty supplements is a catch-all category for nutritional supplements that do not fit within the bounds of the other nutritional supplement categories. Specialty supplements products containing glucosamine (a sugar produced in the body that is involved in the formation of cartilage, ligaments, tendons, bones, eyes, nails and heart valves) and melatonin (a hormone linked to regulation of the body’s sleep-wake cycle), as well as products that are designed to provide nutritional support to specific areas of the body. Our target consumers for specialty supplements are women over the age of 35. Many of our specialty supplements have ingredients unique to our formulations that are not available at other outlets. Our specialty supplements particularly emphasize recent third party research and available literature regarding the positive benefits from certain ingredients. Our comprehensive Preventive Nutrition product line includes Heart Advance™, a product designed to support healthy heart and blood vessel function, Triple Cleanse™, a product designed to support healthy digestive function, and Fast Flex, a product designed to provide comprehensive joint support. Our specialty supplements are located in designated wall areas that include information and other products that offer a comprehensive solution to meet a customer’s particular nutritional concerns.

We believe a key driver of customer traffic and purchases is the introduction of new products. According to the Parker 2003 Awareness Study, 49% of consumers surveyed rated the availability of “new, innovative products” as extremely or very important when making purchase decisions and rated this as one of our competitive strengths. We identify changing customer trends through interactions with our customers and leading industry vendors to assist in the development, manufacturing and marketing of our new products. We develop proprietary products independently and through the collaborative effort of our dedicated development team. During 2003, we targeted our product development efforts on sports nutrition products, diverse diet products and specialty supplements, including ephedra-free and low-carbohydrate weight management products and new sports formulas and delivery systems. We launched 37 new products during the year ended December 31, 2003. During the six months ended June 30, 2004, we launched 33 new products, and we expect to launch 60 additional new products during the remainder of 2004.

Our Franchise segment is comprised of our domestic and international franchise operations. Our Franchise segment generates revenues from franchise activities primarily through product sales to franchisees, royalties on franchise retail sales and franchise fees.

As a means of enhancing our operating performance and building our store base, we began opening franchised locations in 1988. As of June 30, 2004, there were 2,023 franchised stores operating, including 1,331 stores in the United States and Canada and 692 stores operating in other international locations. Approximately 88% of our franchises in the United States as of June 30, 2004 were in strip mall shopping centers and are typically between 1,200 and 1,800 square feet. The international franchised stores are smaller, typically an average of 750 square feet and, depending upon the country and cultural preferences, are located in mall, strip mall shopping center, street or store-within-a-store locations. All of our franchised stores in the

United States were recently reset in the same manner as our company-owned stores. Typically, our international stores have a store format and signage similar to our U.S. franchised stores. To assist our franchisees in the successful operation of their stores and to protect our brand image, we offer site selection, construction assistance, accounting services and a three-part training program, which consists of classroom instruction, training in a company-owned location and actual on-site training after the franchised store opens. We enjoy strong relationships with our franchisees, as evidenced by our franchisee renewal rate of over 98% between 2000 and 2003. In addition, we do not have heavy reliance on any single franchise operator in the United States, as the largest franchisee owns and/or operates 11 store locations.

All of our franchised stores in the United States offer both our proprietary products and third-party products, with a product selection similar to that of our company-owned stores. Our international franchised stores offer a more limited product selection than our franchised stores in the United States. Products are distributed to our franchised stores in the United States through our distribution centers and transportation fleet in the same manner as our company-owned stores.

Franchise revenues from our franchisees in the United States accounted for approximately 84% of our franchise revenues for the twelve months ended June 30, 2004. In 2004, new franchisees in the United States are required to pay an initial fee of $40,000 for a franchise license. Existing GNC franchise operators may purchase an additional franchise license for a fee of $30,000. We typically offer limited financing to qualified franchisees in the United States for terms up to five years. Once a store is established, franchisees are required to pay us a continuing royalty of 6% of sales and contribute 3% of sales to a national advertising fund. Our standard franchise agreements for the United States are effective for a ten-year period with two five-year renewal options. At the end of the initial term and each of the renewal periods, the renewal fee is 33% of the franchisee fee that is then in effect. The franchise renewal option is at our election for all franchise agreements executed after December 1995. Our franchisees in the United States receive limited geographical exclusivity and are required to follow the GNC store format.

Franchisees must meet certain minimum standards and duties prescribed by our franchise operations manual and we conduct periodic field visit reports to ensure our minimum standards are maintained. Generally, we enter into a five-year lease with two five-year renewal options with landlords for our franchised locations in the United States. This allows us to secure space at cost-effective rates, which we sublease to our franchisees at cost. By subleasing to our franchisees, we have greater control over the location and have greater bargaining power for lease negotiations than an individual franchisee typically would have, and we can elect not to renew subleases for underperforming locations. If a franchisee does not meet specified performance and appearance criteria, the franchise agreement specifies the procedures under which we are permitted to terminate the franchise agreement. In these situations, we may take possession of the location, inventory, and equipment, and operate the store as a company-owned store or re-franchise the location. Our U.S. franchise agreements and operations in the United States are regulated by the FTC. See “— Government Regulation — Franchise Regulation.”

Franchise revenues from our international franchisees accounted for approximately 16% of our franchise revenues for the twelve months ended June 30, 2004. In 2004, new international franchisees were required to pay an initial fee of $20,000 for a franchise license for each store and continuing royalty fees of 5% of sales. Our franchise program has enabled us to expand into international markets with limited capital expenditures. We expanded our international presence from 457 international franchised locations at the end of 2001 to 692 international locations as of June 30, 2004, without incurring any capital expenditures related to such expansion. Our international franchised stores generate sales per square foot of store space comparable to domestic store locations. However, we typically generate less revenues from franchises outside the United States due to lower international royalty rates and a smaller percentage of products that are purchased by the franchisees from us.

Franchisees in international locations enter into development agreements with us for either full size stores or a store-within-a-store at a host location. The development agreement grants the franchisee the right to develop a specific number of stores in a territory, often an entire country. The international franchisee then enters into a franchise agreement for each location. The full-size store franchise agreement has an initial ten-year term with two five-year renewal options. At the end of the initial term and each of the renewal periods, the international franchisee has the option to renew the agreement at 33% of the franchise fee that is then in effect. Franchise agreements for international store-within-a-store locations have an initial term of five years, with two five-year renewal options. At the end of the initial term and each of the renewal periods, the international franchisee of a store-within-a-store location has the option to renew the agreement for 50% of the franchise fee that is then in effect. Our international franchisees often receive exclusive franchising rights to the entire country franchised, excluding military bases. Our international franchisee must meet minimum standards and duties similar to our U.S. franchisees and our international franchise agreements and international operations may be regulated by various state, local and international laws. See “— Government Regulation — Franchise Regulation.”

Our Manufacturing/ Wholesale segment is comprised of our manufacturing operations in South Carolina and our wholesale sales business. This segment supplies our Retail and Franchise segments as well as various third parties with finished products. Our Manufacturing/ Wholesale segment generates revenues through sales of manufactured products to third parties, generally for third-party private label brands, and the sale of our proprietary and third-party brand products to Rite Aid and drugstore.com.

Our technologically sophisticated manufacturing and distribution facilities support our Retail and Franchise segments and enable us to control the production and distribution of our proprietary products, better control costs, protect product quality, monitor delivery times and maintain appropriate inventory levels. We operate two main manufacturing facilities, one in Greenville, South Carolina and one in Anderson, South Carolina. We utilize our plants primarily for the production of proprietary products. Our manufacturing operations are designed to allow low- cost production of a variety of products of different quantities, sizes and packaging configurations while maintaining strict levels of quality control. Our manufacturing procedures are designed to promote consistency and quality in our finished goods. We conduct sample testing on raw materials and finished products, including weight, purity and microbiological testing. Our manufacturing facilities also service our wholesale operations, including the manufacture and supply of Rite Aid private label products for distribution to Rite Aid locations. We also use our available capacity at these facilities to produce products for sale to third-party customers. Our distribution fleet delivers raw materials and components to our manufacturing facilities and delivers our finished goods and third-party products to our distribution centers.

The principal raw materials used in the manufacturing process are natural and synthetic vitamins, herbs, minerals, and gelatin. We maintain multiple sources for the majority of our raw materials, with the remaining being single sourced due to the uniqueness of the material. As of December 31, 2003, no one vendor supplied more than 7% of our raw materials. In the event any of our third-party suppliers or vendors were to become unable or unwilling to continue to provide raw materials and third-party products in the required volumes and quality levels or in a timely manner, we would be required to identify and obtain acceptable replacement supply sources. If we are unable to obtain alternative suppliers, our business could be adversely affected.

To increase brand awareness and promote access to customers who may not frequent specialty nutrition stores, we entered into a strategic alliance with Rite Aid to open GNC store-within-a-store locations. As of

June 30, 2004, we had 994 store-within-a-store locations. Through this strategic alliance, we generate revenues from sales to Rite Aid of our products at wholesale prices, the manufacture of Rite Aid private label products and retail sales of consignment inventory. We are Rite Aid’s sole supplier for the PharmAssure vitamin brand and a number of Rite Aid private label supplements. We recently extended our alliance with Rite Aid through April 30, 2009, with its commitment to open 300 new store-within-a-store locations by December 31, 2006.

We have an Internet distribution agreement with drugstore.com, inc. Through this strategic alliance, drugstore.com became the exclusive Internet retailer of our proprietary products, the PharmAssure vitamin brand and certain other nutritional supplements. The initial term of the agreement expires in July 2009, subject to early termination provisions, and the exclusivity period expires in June 2005. This alliance allows us to access a larger customer base, who may not otherwise live close to, or have the time to visit, a GNC store. We generate revenues from the distribution agreement with drugstore.com through sales of our proprietary and third-party products on a wholesale basis and through retail sales of certain other products on a consignment basis.

Our wholesale operations, including our Rite Aid and drugstore.com wholesale operations, are supported by our Anderson distribution center. Products are delivered to our store-within-a-store locations in a manner similar to our company-owned stores.

We have an internal research and development group that performs scientific research on potential new and existing products, in part to assist our product development team in creating new products, and in part to support claims that may be made as to the purpose and function of the product. We incurred $0.8 million, $0.1 million, $0.8 million, $1.4 million and $0.4 million in our internal research and development for the six months ended June 30, 2004, the 27 days ended December 31, 2003, the period ended December 4, 2003, and the years ended December 31, 2002 and 2001, respectively. Additionally, prior to the Acquisition, Numico provided research and development services and allocated costs to us of $5.0 million, $4.6 million, and $4.9 million for the period ended December 4, 2003, and the years ended December 31, 2002 and 2001, respectively.

The U.S. nutritional supplements retail industry is a large, highly fragmented and growing industry, with no single industry participant accounting for more than 10% of total industry retail sales. Competition is based primarily on price, quality and assortment of products, customer service, marketing support and availability of new products.

We compete with publicly owned and privately owned companies, which are highly fragmented in terms of geographical market coverage and product categories. We compete with other specialty retailers, including Vitamin World and Vitamin Shoppe®, supermarkets, drugstores, mass merchants, multi-level marketing organizations, mail order companies and a variety of other smaller participants. In addition, the market is highly sensitive to the introduction of new products, including various prescription drugs, which may rapidly capture a significant share of the market. In the United States, we also compete with supermarkets, drugstores and mass merchants with heavily advertised national brands manufactured by large pharmaceutical and food companies, as well as with the Nature’s Bounty and Nature’s Wealth brands, sold by Vitamin World and other retailers. Our international competitors also include large international pharmacy chains and major international supermarket chains as well as other large U.S.-based companies with international operations. Our wholesale and manufacturing operations also compete with other wholesalers and manufacturers of third-party nutritional supplements such as Tree of Life and Leiner Health Products.

We believe trademark protection is particularly important to the maintenance of the recognized brand names under which we market our products. We own or have rights to material trademarks or trade names that we use in conjunction with the sale of our products, including the GNC brand name. We also rely upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop and maintain our competitive position. We protect our intellectual property rights through a variety of methods, including trademark, patent and trade secret laws, as well as confidentiality agreements and proprietary information agreements with vendors, employees, consultants and others who have access to our proprietary information. Protection of our intellectual property often affords us the opportunity to enhance our position in

the marketplace by precluding our competitors from using or otherwise exploiting our technology and brands. We are also a party to several intellectual property license agreements relating to certain of our products. For example, several of our products are covered by patents which we license from Numico. The scope and duration of our intellectual property protection varies throughout the world by jurisdiction and by individual product.

We purchase insurance to cover standard risks in the nutritional supplements industry, including policies to cover general and products liability, workers compensation, auto liability and other casualty and property risks. Our insurance rates are based on our safety record as well as trends in the insurance industry. We also maintain workers compensation insurance and auto insurance policies that are retrospective in that the cost per year will vary depending on the frequency and severity of claims in the policy year. Prior to the Acquisition, we were covered by certain of Numico’s insurance policies. Following the consummation of the Acquisition, we obtained our own insurance policies to replace those policies that were covered by Numico policies, including policies for general and products liability. We currently maintain products liability insurance with a deductible/retention of $1.0 million per claim with an aggregate cap on retained losses of $10.0 million, and general liability insurance with a deductible/retention of $100,000 per occurrence with an aggregate cap on retained losses of $600,000.

We face an inherent risk of exposure to product liability claims in the event that, among other things, the use of our products results in injury. With respect to product liability coverage, we expect to carry insurance coverage typical of our industry and product lines. Our coverage involves self-insured retentions with primary and excess liability coverage above the retention amount. We have the ability to refer claims to our vendors and their insurers to pay the costs associated with any claims arising from such vendors’ products. Our insurance covers such claims that are not adequately covered by a vendor’s insurance and provides for excess secondary coverage above the limits provided by our product vendors.

We self-insure certain property and casualty risks due to our analysis of the risk, the frequency and severity of a loss, and the cost of insurance for the risk. We believe that the amount of self-insurance is not significant and will not have an adverse impact on our performance.

As of June 30, 2004, we had a total of 5,249 full-time and 8,846 part-time employees, of whom approximately 12,249 were employed in our Retail segment; 39 were employed in our Franchise segment; 1,266 were employed in our Manufacturing/ Wholesale segment; and 541 were employed in corporate support functions. None of our employees belongs to a union or is a party to any collective bargaining or similar agreement. We consider our relationships with our employees to be good.

In our Retail segment, there were 2,649 company-owned stores operating in the United States and Canada as of June 30, 2004. All but one of our stores are located on leased premises that typically range in size from 1,000 to 2,000 square feet. In our Franchise segment, substantially all of our 1,331 franchised stores in the United States and Canada are located on premises we lease, and then sublease to our respective franchisees. All of our 692 franchised stores in other international locations are owned or leased directly by our franchisees. No single store is material to our operations.

As of June 30, 2004, our company-owned and franchised stores in the United States and Canada (excluding store-within-a-store locations) and our other international franchised stores consisted of:

In our Manufacturing/ Wholesale segment, we lease facilities for manufacturing, packaging, warehousing, and distribution operations. We manufacture a majority of our proprietary products at a 230,000 square foot facility in Greenville, South Carolina. We also lease a 630,000 square foot complex located in Anderson, South Carolina, for packaging, materials receipt, lab testing, warehousing, and distribution. Both the Greenville and Anderson facilities are leased on a long-term basis pursuant to “fee-in-lieu-of-taxes” arrangements with the counties in which the facilities are located, but we retain the right to purchase each of the facilities at any time during the lease for $1.00, subject to a loss of tax benefits. We also lease a 210,000

We also lease four small regional sales offices in Clearwater, Florida; Fort Lauderdale, Florida; Laguna Hills, California; and Mississauga, Ontario. None of the regional sales offices is larger than 5,000 square feet. Our 253,000 square foot corporate headquarters in Pittsburgh, Pennsylvania is owned by Gustine Sixth Avenue Associates, Ltd., a Pennsylvania limited partnership, of which General Nutrition, Incorporated, one of our subsidiaries, is a 50% limited partner. The partnership’s ownership of the land and buildings, and the partnership’s interest in the ground lease to General Nutrition, Incorporated, are all encumbered by a mortgage in the original principal amount of $17.9 million, with an outstanding balance of $13.7 million as of June 30, 2004.

We are subject to numerous federal, state, local and foreign environmental laws and regulations governing our operations, including the handling, transportation and disposal of our products, and our non-hazardous and hazardous substances and wastes, as well as emissions and discharges into the environment, including discharges to air, surface water and groundwater. Failure to comply with such laws and regulations could result in costs for corrective action, penalties or the imposition of other liabilities. Changes in laws or the interpretation thereof or the development of new facts could also cause us to incur additional capital and operation expenditures to maintain compliance with environmental laws and regulations. We also are subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment without regard to fault or knowledge about the condition or action causing the liability. Under certain of these laws and regulations, such liabilities can be imposed for cleanup of previously owned or operated properties, or properties to which substances or wastes were sent by current or former operations at our facilities. The presence of contamination from such substances or wastes could also adversely affect our ability to sell or lease our properties, or to use them as collateral for financing. From time to time, we have incurred and are incurring costs and obligations for correcting environmental noncompliance matters and for remediation at or relating to certain of our properties. We believe we have complied with, or are currently complying with, our environmental obligations to date and that such liabilities will not have a material adverse effect on our business or financial performance. However, it is difficult to predict future liabilities and obligations which could be material.

We are from time to time engaged in litigation. We regularly review all pending litigation matters in which we are involved and establish reserves deemed appropriate by management for these litigation matters. However, some of these matters are material and an adverse outcome in these matters could have a material impact on our financial condition and operating results.

As a manufacturer and retailer of nutritional supplements and other consumer products that are ingested by consumers or applied to their bodies, we have been and are currently subjected to various product liability claims. Although the effects of these claims to date have not been material to us, it is possible that current and future product liability claims could have a material adverse impact on our financial condition and operating results. We currently maintain product liability insurance with a deductible/retention of $1.0 million per claim with an aggregate cap on retained loss of $10 million per claim. We typically seek and have obtained contractual indemnification from substantially all parties that supply raw materials for our products or that manufacture or market products we sell. We also typically seek to be added, and have been added, as additional insured under most of such parties’ insurance policies. We are also entitled to indemnification by Numico for certain losses arising from claims related to products containing ephedra or Kava Kava sold prior to December 5, 2003. However, any such indemnification or insurance is limited by its terms and any such indemnification, as a practical matter, is limited to the creditworthiness of the indemnifying party and its insurer, and the absence of significant defenses by the insurers. See “Risk Factor — Risks Relating to Our

Ephedra (Ephedrine Alkaloids). As of August 4, 2004, we have been named as a defendant in 137 pending cases involving the sale of third-party products that contain ephedra. Ephedra products have been the subject of adverse publicity and regulatory scrutiny in the United States and other countries relating to alleged harmful effects, including the deaths of several individuals. In early 2003, we instructed all of our locations to stop selling products containing ephedra that were manufactured by GNC or one of our affiliates. Subsequently, we instructed all of our locations to stop selling any products containing ephedra by June 30, 2003. In April 2004, the FDA banned the sale of products containing ephedra. All claims to date have been tendered to the third-party manufacturer or to our insurer and we have incurred no expense to date with respect to litigation involving ephedra products. Furthermore, we are entitled to indemnification by Numico for certain losses arising from claims related to products containing ephedra sold prior to December 5, 2003. All of the pending cases relate to products sold prior to such time and, accordingly, we are entitled to indemnification from Numico for all of the pending cases.

Pro-Hormone/ Androstenedione. On July 29, 2001, five substantially identical class action lawsuits were filed in the state courts of the States of Florida, New York, New Jersey, Pennsylvania and Illinois against us and various manufacturers of products containing pro-hormones, including androstenedione:


	•	Brown v. General Nutrition Companies, Inc., Case No. 02-14221-AB, Florida Circuit Court for the 15th Judicial Circuit Court, Palm Beach County;

	•	Rodriguez v. General Nutrition Companies, Inc., Index No. 02/126277, New York Supreme Court, County of New York, Commercial Division;

	•	Abrams v. General Nutrition Companies, Inc., Docket No. L-3789-02, New Jersey Superior Court, Mercer County;

	•	Toth v. Bodyonics, Ltd., Case No. 003886, Pennsylvania Court of Common Pleas, Philadelphia County; and

	•	Pio v. General Nutrition Companies, Inc., Case No. 2-CH-14122, Illinois Circuit Court, Cook County.

On March 20, 2004, a similar lawsuit was filed in California (Guzman v. General Nutrition Companies, Inc., Case No. 04-00283). Plaintiffs allege that we have distributed or published periodicals that contain advertisements claiming that the various pro-hormone products promote muscle growth. The complaint alleges that we knew the advertisements and label claims promoting muscle growth were false, but nonetheless continued to sell the products to consumers. Plaintiffs seek injunctive relief, disgorgement of profits, attorney’s fees and the costs of suit. We have tendered these cases to the various manufacturers for defense and indemnification. Based upon the information available to us at the present time, we believe that these matters will not have a material adverse effect upon our liquidity, financial condition or results of operations.

California Wage Claim. On November 2, 2001, Matthew Capelouto, a former store manager in California, filed a putative class action lawsuit in the Superior Court of California, Orange County (Capelouto v. General Nutrition Corporation, Case No. 01-CC-00138). The lawsuit alleges that we misclassified store managers at our company-owned stores in California as exempt from overtime requirements and/or required them to work off the clock, and failed to pay them overtime, in violation of California’s wage and hour laws. On October 23, 2003, an amended complaint was filed, adding another named plaintiff, Lamar Wright, as well as claims for failure to provide required meal periods and rest periods for GNC managers at company-owned stores in California. The plaintiff seeks compensatory damages with interest, disgorgement of profits, punitive damages, meal period and rest period compensation, attorney’s fees and the costs of suit. On May 13, 2004, we entered into an agreement in principle to settle the claims of the putative class members, without admitting any liability, for a total payment of approximately $4.6 million, inclusive of class counsel’s attorneys’ fees, costs and expenses, plus up to $20,000 of the costs of settlement administration. The settlement is subject to approval by the court and the plaintiff’s class. Moreover, we have the right to rescind the settlement if more than 10% of the putative class members opt out of the settlement.

Wage and Hour Claim. On or about May 10, 2004, seven former employees brought an action in the United States District Court for the Southern District of New York on behalf of themselves and a purported class of other similarly situated former employees employed by GNC within the last six years and who allegedly worked but were not paid overtime for hours worked in excess of 40 hours per week (Shockley v. General Nutrition Corporation, Case No. 04-CIV-2336). The complaint is brought under the federal Fair Labor Standards Act and New York State Labor Law. The plaintiffs seek actual damages, liquidated damages on claims asserted under the FLSA, an order enjoining GNC from engaging in the practices alleged in their complaint, and attorney’s fees and the costs of suit. Based on the information available to us at the present time, we believe that this matter will not have a material adverse effect upon our liquidity, financial condition or results of operations.

The processing, formulation, manufacturing, packaging, labeling, advertising and distribution of our products are subject to regulation by several federal agencies, including the Food and Drug Administration (“FDA”), the Federal Trade Commission (“FTC”), the Consumer Product Safety Commission, the United States Department of Agriculture and the Environmental Protection Agency. These activities are also regulated by various agencies of the states and localities in which our products are sold. Pursuant to the Federal Food, Drug, and Cosmetic Act (“FDCA”), the FDA regulates the processing, formulation, safety, manufacture, packaging, labeling and distribution of dietary supplements, (including vitamins, minerals, herbs) and over-the-counter drugs. The FTC has jurisdiction to regulate the advertising of these products.

The FDCA has been amended several times with respect to dietary supplements, in particular by the Dietary Supplement Health and Education Act of 1994 (“DSHEA”). DSHEA established a new framework governing the composition, safety, labeling and marketing of dietary supplements. “Dietary supplements” are defined as vitamins, minerals, herbs, other botanicals, amino acids and other dietary substances for human use to supplement the diet, as well as concentrates, metabolites, constituents, extracts or combinations of such dietary ingredients. Generally, under DSHEA, dietary ingredients that were on the market prior to October 15, 1994 may be used in dietary supplements without notifying the FDA. “New” dietary ingredients (i.e., dietary ingredients that were “not marketed in the United States before October 15, 1994”) must be the subject of a new dietary ingredient notification submitted to the FDA unless the ingredient has been “present in the food supply as an article used for food” without being “chemically altered.” A new dietary ingredient notification must provide the FDA evidence of a “history of use or other evidence of safety” establishing that use of the dietary ingredient “will reasonably be expected to be safe.” A new dietary ingredient notification must be submitted to the FDA at least 75 days before the initial marketing of the new dietary ingredient. There is no certainty that the FDA will accept any particular evidence of safety for any new dietary ingredient. The FDA’s refusal to accept such evidence could prevent the marketing of such dietary ingredients.

The FDA issued a consumer warning in 1996, followed by proposed regulations in 1997, covering dietary supplements that contain ephedra or its active substance, ephedrine alkaloids. In February 2003, the Department of Health and Human Services, announced a series of actions that the Department of Health and Human Services and the FDA plan to execute with respect to products containing ephedra, including the solicitation of evidence regarding the significant or unreasonable risk of illness or injury from dietary supplements containing ephedra and the immediate execution of a series of actions against ephedra making unsubstantiated claims about sports performance enhancement. In addition, many states proposed regulations and three states enacted laws restricting the promotion and distribution of ephedra- containing dietary supplements. The botanical ingredient ephedra was formerly used in several third party and private label dietary supplement products. In January 2003, we began focusing our diet category on products that would replace ephedra products. In early 2003, we instructed all of our locations to stop selling products containing ephedra that were manufactured by GNC or one of our affiliates. Subsequently, we instructed all of our

locations to stop selling any products containing ephedra by June 30, 2003. Sales of products containing ephedra amounted to approximately $35.2 million, or 3.3% of our retail sales, in 2003 and approximately $182.9 million, or 17.1% of our retail sales, in 2002. In February 2004, the FDA issued a final regulation declaring dietary supplements containing ephedra illegal under the FDCA because they present an unreasonable risk of illness or injury under the conditions of use recommended or suggested in labeling, or if no conditions of use are suggested or recommended in labeling, under ordinary conditions of use. The rule took effect on April 12, 2004 and bans the sale of dietary supplement products containing ephedra. Similarly, the FDA issued a consumer advisory in 2002 with respect to dietary supplements that contain the ingredient Kava, and the FDA is currently investigating adverse effects associated with ingestion of this ingredient. One of our subsidiaries, Nutra Manufacturing, Inc. (f/k/a Nutricia Manufacturing USA, Inc.), manufactured products containing Kava Kava from December 1995 until August 2002. All stores were instructed to stop selling products containing Kava Kava in December 2002. The FDA could take similar actions against other products or product ingredients which it determines present an unreasonable health risk to consumers.

DSHEA permits “statements of nutritional support” to be included in labeling for dietary supplements without FDA premarket approval. Such statements must be submitted to FDA within 30 days of marketing and must bear a label disclosure that “This statement has not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure, or prevent any disease.” Such statements may describe how a particular dietary ingredient affects the structure, function or general well-being of the body, or the mechanism of action by which a dietary ingredient may affect body structure, function or well-being, but may not expressly or implicitly represent that a dietary supplement will diagnose, cure, mitigate, treat, or prevent a disease. A company that uses a statement of nutritional support in labeling must possess scientific evidence substantiating that the statement is truthful and not misleading. If the FDA determines that a particular statement of nutritional support is an unacceptable drug claim or an unauthorized version of a disease claim for a food product, or if the FDA determines that a particular claim is not adequately supported by existing scientific data or is false or misleading, we would be prevented from using the claim.

In addition, DSHEA provides that so-called “third-party literature,” e.g., a reprint of a peer-reviewed scientific publication linking a particular dietary ingredient with health benefits, may be used “in connection with the sale of a dietary supplement to consumers” without the literature being subject to regulation as labeling. Such literature must not be false or misleading; the literature may not “promote” a particular manufacturer or brand of dietary supplement; and a balanced view of the available scientific information on the subject matter must be presented. If the literature fails to satisfy each of these requirements, we may be prevented from disseminating such literature with our products, and any dissemination could subject our product to regulatory action as an illegal drug.

We expect that the FDA will adopt in the near future the final regulations, proposed on March 13, 2003, regarding Good Manufacturing Practice in manufacturing, packing, or holding dietary ingredients and dietary supplements, authorized by DSHEA. Good Manufacturing Practice regulations will require dietary supplements to be prepared, packaged and held in compliance with strict rules, and will require quality control provisions similar to those in the Good Manufacturing Practice regulations for drugs. We or our third-party supplier or vendors may not be able to comply with the new rules without incurring substantial additional expenses. In addition, if our third-party suppliers or vendors are not able to timely comply with the new rules, we may experience increased costs or delays in obtaining certain raw materials and third-party products.

The FDA has broad authority to enforce the provisions of the FDCA applicable to dietary supplements, including powers to issue a public warning letter to a company, to publicize information about illegal products, to request a recall of illegal products from the market, and to request the Department of Justice to initiate a seizure action, an injunction action, or a criminal prosecution in the United States courts. The regulation of dietary supplements may increase or become more restrictive in the future.

Legislation has been introduced in Congress to impose substantial new regulatory requirements for dietary supplements, e.g., S.722, S.1538, S.1780, H.R. 3377 and H.R. 3866. S.722 would impose adverse event reporting, postmarket surveillance requirements, FDA reviews of dietary supplement ingredients, and

other requirements. H.R. 3377 would impose similar requirements as well as safety testing and records inspection. S.1538 would increase FDA appropriations to allow full implementation and enforcement of DSHEA. S.1780 and H.R. 3866 would subject specified anabolic steroid substances currently used in some dietary supplements, such as “andro,” to the requirements of the Controlled Substances Act. The dietary supplement industry supports S.1538, S.1780, and H.R. 3866. Key members of Congress and the dietary supplement industry have indicated that they have reached agreement to support legislation requiring adverse event reporting. If enacted, S.722 and H.R. 3377 could raise our costs and hinder our business.

The FTC exercises jurisdiction over the advertising of dietary supplements. In recent years, the FTC has instituted numerous enforcement actions against dietary supplement companies for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims. We continue to be subject to three consent orders issued by the FTC. In 1984, the FTC instituted an investigation of General Nutrition, Incorporated, one of our subsidiaries, alleging deceptive acts and practices in connection with the advertising and marketing of certain of its products. General Nutrition, Incorporated accepted a proposed consent order which was finalized in 1989, under which it agreed to refrain from, among other things, making certain claims with respect to certain of its products unless the claims are based on and substantiated by reliable and competent scientific evidence. We also entered into a consent order in 1970 with the FTC, which generally addressed “iron deficiency anemia” type products. As a result of routine monitoring by the FTC, disputes arose concerning its compliance with these orders, and with regard to advertising for certain hair care products. While General Nutrition, Incorporated believes that, at all times, it operated in material compliance with the orders, it entered into a settlement in 1994 with the FTC to avoid protracted litigation. As a part of this settlement, General Nutrition, Incorporated entered into a consent decree and paid, without admitting liability, a civil penalty in the amount of $2.4 million and agreed to adhere to the terms of the 1970 and 1989 consent orders and to abide by the provisions of the settlement document concerning hair care products. We do not believe that future compliance with the outstanding consent decrees will materially affect our business operations. In 2000, the FTC amended the 1970 order to clarify language in the 1970 order that was believed to be ambiguous and outmoded.

The FTC continues to monitor our advertising and, from time to time, requests substantiation with respect to such advertising to assess compliance with the various outstanding consent decrees and with the Federal Trade Commission Act. Our policy is to use advertising that complies with the consent decrees and applicable regulations. We review all products brought into our distribution centers to assure that such products and their labels comply with the consent decrees. We also review the use of third-party point of purchase materials such as store signs and promotional brochures. Nevertheless, there can be no assurance that inadvertent failures to comply with the consent decrees and applicable regulations will not occur. Approximately 20% of the products sold by franchised stores are purchased by franchisees directly from other vendors and these products do not flow through our distribution centers. Although franchise contracts contain strict requirements for store operations, including compliance with federal, state, and local laws and regulations, we cannot exercise the same degree of control over franchisees as we do over our company-owned stores. As a result of our efforts to comply with applicable statutes and regulations, we have from time to time reformulated, eliminated or relabeled certain of our products and revised certain provisions of our sales and marketing program. We believe we are in material compliance with the various consent decrees and with applicable federal, state and local rules and regulations concerning our products and marketing program. Compliance with the provisions of national, state and local environmental laws and regulations has not had a material effect upon our capital expenditures, earnings, financial position, liquidity or competitive position.

Our products sold in foreign countries are also subject to regulation under various national, local, and international laws that include provisions governing, among other things, the processing, formulation, manufacturing, packaging, labeling, advertising and distribution of dietary supplements and over-the-counter drugs. Government regulations in foreign countries may prevent or delay the introduction, or require the reformulation, of certain of our products.

We cannot determine what effect additional domestic or international governmental legislation, regulations or administrative orders, when and if promulgated, would have on our business in the future. New legislation or regulations may require the reformulation of certain products to meet new standards, require the recall or discontinuance of certain products not capable of reformulation, impose additional record keeping or require expanded documentation of the properties of certain products, expanded or different labeling, or scientific substantiation.

We must comply with regulations adopted by the FTC and with several state laws that regulate the offer and sale of franchises. The FTC’s Trade Regulation Rule on Franchising and certain state laws require that we furnish prospective franchisees with a franchise offering circular containing information prescribed by the Trade Regulation Rule on Franchising and applicable state laws and regulations.

We also must comply with a number of state laws that regulate some substantive aspects of the franchisor-franchisee relationship. These laws may limit a franchisor’s business practices in a number of ways, including limiting the ability to:


	•	terminate or not renew a franchise without good cause;

	•	interfere with the right of free association among franchisees;

	•	disapprove the transfer of a franchise;

	•	discriminate among franchisees with regard to charges, royalties and other fees; and

	•	place new stores near existing franchises.

To date, these laws have not precluded us from seeking franchisees in any given area and have not had a material adverse effect on our operations. Bills intended to regulate certain aspects of franchise relationships have been introduced into Congress on several occasions during the last decade, but none have been enacted.

Our international franchise agreements and franchise operations are regulated by various foreign laws, rules and regulations. To date, these laws have not precluded us from seeking franchisees in any given area and have not had a material adverse effect on our operations.

The following table sets forth certain information regarding directors and executive officers of GNC and the other registrants of June 30, 2004.


(1)	Holds same position(s) with General Nutrition Companies, Inc., General Nutrition Corporation, General Nutrition Distribution Company, General Nutrition Distribution, L.P., General Nutrition Government Services, Inc., General Nutrition, Incorporated, General Nutrition Investment Company, General Nutrition International, Inc., General Nutrition Sales Corporation, General Nutrition Systems, Inc., GNC (Canada) Holding Company, GNC Franchising, LLC, GNC, Limited, GNC US Delaware, Inc., GN Investment, Inc., Informed Nutrition, Inc. and Nutra Manufacturing, Inc.

(2)	Also Executive Vice President, Chief Financial Officer and Director of General Nutrition Companies, Inc., General Nutrition Corporation, General Nutrition Distribution Company, General Nutrition Distribution, L.P., General Nutrition Government Services, Inc., General Nutrition, Incorporated, General Nutrition Investment Company, General


	Nutrition International, Inc., General Nutrition Sales Corporation, General Nutrition Systems, Inc., GNC (Canada) Holding Company, GNC Franchising, LLC, GNC, Limited, GNC US Delaware, Inc., GN Investment, Inc., Informed Nutrition, Inc. and Nutra Manufacturing, Inc.

(3)	Member of Compensation Committee of General Nutrition Centers, Inc.

(4)	Member of Audit Committee of General Nutrition Centers, Inc.

Louis Mancini became Chief Executive Officer of GNC and the other registrants in December 2003 and GNC’s President in February 2004. He has also served as a director of GNC and each of the other registrants since December 2003. From February 2003 until December 2003, Mr. Mancini served as Executive Vice President and Chief Marketing Officer of General Nutrition Companies, Inc. Mr. Mancini was President and Chief Executive Officer of Nutraceuticals Enterprises, LLC from March 2000 to January 2003. He was Chief Executive Officer of Omni Nutraceuticals from April 1999 to March 2000 and was its President and Chief Operating Officer from October 1998 to April 1999. Mr. Mancini was with General Nutrition Companies, Inc. from February 1977 until October 1998 and served in various positions during that time, including President from December 1995 until October 1998, Senior Vice President and General Manager from September 1988 until December 1995, Division Manager from June 1985 to October 1986 and Regional Sales Manager from July 1984 to June 1985.

David R. Heilman became Executive Vice President and Chief Financial Officer of GNC in December 2003. Since October 2000, Mr. Heilman has also served as Executive Vice President, Chief Financial Officer and director of General Nutrition Companies, Inc., and each of its subsidiaries. Mr. Heilman joined General Nutrition Companies, Inc. in December 1994 and served as its Vice President of Strategic Planning and Corporate Development from February 1995 until October 2000. During 1994, Mr. Heilman was a consultant with Meridian Group, a private investment banking concern, and from January 1990 to December 1993, Mr. Heilman served as the President of First Westinghouse Capital Corporation, a subsidiary of Westinghouse Financial Services. Mr. Heilman serves on the board of directors of the National Nutritional Foods Association.

Joseph Fortunato became Executive Vice President and Chief Operating Officer of GNC in December 2003. Since November 2001, Mr. Fortunato has also served as Executive Vice President and Chief Operating Officer of General Nutrition Companies, Inc. From October 2000 until November 2001, Mr. Fortunato served as its Executive Vice President of Retail Operations and Store Development. Mr. Fortunato began his employment with General Nutrition Companies, Inc. in October 1990 and has held various positions, including Senior Vice President of Store Development and Operations from 1998 until 2000, Vice President of Financial Operations from 1997 until 1998 and Director of Financial Operations from 1990 until 1997.

James M. Sander became Senior Vice President, Chief Legal Officer and Secretary of GNC in December 2003. Since November 2001, Mr. Sander has also served as Senior Vice President, Chief Legal Officer, Secretary and director of General Nutrition Companies, Inc. and each of its subsidiaries. Mr. Sander served as Vice President, Chief Legal Officer, Secretary and director of General Nutrition Companies, Inc. and each of its subsidiaries from February 1993 until November 2001. From February 1989 until February 1993, Mr. Sander served as Assistant General Counsel and Assistant Secretary of General Nutrition Companies, Inc. Prior to working at General Nutrition Companies, Inc., Mr. Sander was the Assistant Vice President and Corporate and Securities Counsel for Equimark Corporation from 1985 until 1988.

Curtis J. Larrimer became Senior Vice President of Finance and Corporate Controller of GNC in February 2004. Since August 2001, Mr. Larrimer has also served as Senior Vice President of Finance and Corporate Controller of General Nutrition Companies, Inc. From January 1995 until August 2001, Mr. Larrimer served as Vice President and Controller of General Nutrition Companies, Inc. He began his employment with General Nutrition, Incorporated in the Budgets and Taxes department in 1980 and has held various positions, including Controller of the Retail and Manufacturing/ Wholesale divisions and Assistant Corporate Controller, Vice President and Controller.

Eileen D. Scott became Senior Vice President of Human Resources of GNC in February 2004. Since January 2001, Ms. Scott has also been Senior Vice President of Human Resources and Customer Service of General Nutrition Companies, Inc. From May 1996 until January 2001, she was Vice President of Human

Resources, and from October 1989 until May 1996 she was Director of Human Resources, of General Nutrition Companies, Inc. Ms. Scott joined General Nutrition Companies, Inc. in August 1988 as Assistant Director, Human Resources. Prior to working for General Nutrition Companies, Inc., she was the Director of Compensation and Benefits at the Joseph Horne Company, a department store chain, and had held a variety of finance and human resources positions there from 1978 to 1988.

Susan Trimbo, Ph.D. became Senior Vice President of Scientific Affairs of General Nutrition Corporation in August 2001. Dr. Trimbo joined General Nutrition Corporation in June 1999 as Vice President of Scientific Affairs and, between July 2000 and July 2003, she also provided oversight for all of Numico’s North American nutritional supplement businesses. Prior to joining General Nutrition Corporation, Dr. Trimbo worked for Wyeth Consumer Healthcare on its Centrum vitamin business from January 1997 until June 1999 and for Clintec, a Nestle S.A./ Baxter Healthcare Medical Nutrition venture, from January 1985 until January 1997.

Margaret Alison Peet became Senior Vice President and National Sales Director of General Nutrition Corporation in January 2004. Ms. Peet was formerly founder and Managing Director of Health and Diet Centre Limited, a UK-based nutritional supplements chain, which was acquired by General Nutrition Companies, Inc. in 1995. Ms. Peet was Managing Director from June 1984 until March 2003 when Diet Centre Limited was sold. At that time Ms. Peet founded Healthy Inspirations Limited, a consulting firm that worked with retailers and manufacturers to formulate initiatives designed to increase market share until she rejoined General Nutrition Corporation in January 2004. Ms. Peet is also a Director of Healthy Inspirations Limited.

Tom Dowd became Senior Vice President of Stores of General Nutrition Corporation in March 2003. From March 2001 until March 2003, Mr. Dowd was President of Contract Supplement Manufacturing Co., an unaffiliated product consulting company. From May 2000 until March 2001, Mr. Dowd was Senior Vice President of Retail Sales and was Division Three Vice President of General Nutrition Corporation from December 1998 to May 2000. From March 2001 until March 2003, he was also President of Healthlabs, LLC.

Michael Locke became Senior Vice President of Manufacturing of Nutra Manufacturing, Inc. in June 2003. From January 2000 until June 2003, Mr. Locke served as the head of North American Manufacturing Operations for Numico, the former parent company of General Nutrition Companies, Inc. From 1994 until 1999, he served as Senior Vice President of Manufacturing of Nutra Manufacturing, Inc. (f/k/a General Nutrition Products, Inc.), and from 1991 until 1993, he served as Vice President of Distribution. From 1986 until 1991, Mr. Locke served as Director of Distribution of General Distribution Company, our indirect subsidiary.

J.J. Sorrenti became Senior Vice President and General Manager of Franchising of GNC Franchising, LLC in March 2003. From December 2002 until March 2003, Mr. Sorrenti served as Senior Vice President of Retail Stores of General Nutrition Corporation. From October 2000 until December 2002, he served as Vice President for Franchise Operations of GNC Franchising, LLC. From October 1999 through October 2000, Mr. Sorrenti was the Chief Operating Officer of the franchise division of Nevada Bob’s Golf in Dallas, Texas. From January 1994 through October 1999, he served as Director of Operations of GNC Franchising, Inc.

Reginald N. Steele became Senior Vice President of International Franchising of General Nutrition International, Inc. in April 2001, having started as a Vice President in March 1994. From 1992 through March 1994, Mr. Steele was Executive Vice President and Chief Operating Officer of the Coffee Beanery, Ltd., a 300-unit gourmet coffee store retailer. From 1989 to 1992, Mr. Steele was employed as Senior Vice President of Franchising for Shoney’s Restaurants Inc., a casual dining restaurant company. From 1985 to 1989 Mr. Steele was the Vice President and Executive Vice President of Franchise Operations for Arby’s, Inc., a 2,600-unit fast food chain.

Lee Karayusuf became Senior Vice President of Distribution and Transportation of General Nutrition Distribution, L.P. in December 2000 with additional responsibility for its then affiliates, Rexall Sundown and

Unicity. Mr. Karayusuf served as Director of Transportation of General Nutrition Distribution, L.P. from December 1991 until March 1994 and Vice President of Transportation and Distribution from 1994 until December 2000. Prior to working at General Nutrition Distribution, L.P. in 1991, Mr. Karayusuf was responsible for transportation operations for Daily Juice Company.

Peter P. Copses has been Chairman of GNC’s board of directors since November 2003. Mr. Copses is a founding senior partner at Apollo Advisors, L.P. (“Apollo Advisors”), a private securities investment fund, which was founded in 1990, and has served as an officer of certain affiliated investment management entities of Apollo Advisors since 1990. Prior to that time, from 1986 to 1990, Mr. Copses was initially an investment banker at Drexel Burnham Lambert Incorporated, and subsequently at Donaldson, Lufkin & Jenrette Securities Corporation, an investment bank. Mr. Copses is also a Director of Rent-A-Center, Inc., Zale Corporation, Compass Minerals International, Inc. and Resolution Performance Products Inc.

Andrew S. Jhawar has been a member of GNC’s board of directors since November 2003. Mr. Jhawar is a partner of Apollo Advisors, where he has been employed since February 2000. Prior to joining Apollo Advisors, Mr. Jhawar was an investment banker at Donaldson, Lufkin & Jenrette Securities Corporation from July 1999 until January 2000 and at Jefferies & Company, Inc. from August 1993 until December 1997. Mr. Jhawar is also a Director of Rent-A-Center, Inc.

George G. Golleher has been a member of GNC’s board of directors since December 2003. Mr. Golleher has been a business consultant and private equity investor since June 1999. Mr. Golleher is a director of Simon Worldwide, Inc. and has also been its Chief Executive Officer since March 2003. From March 1998 to May 1999, Mr. Golleher served as President, Chief Operating Officer and director of Fred Meyer, Inc. a food and drug retailer. Prior to joining Fred Meyer, Inc., Mr. Golleher served for 15 years with Ralphs Grocery Company until March 1998, ultimately as the Chief Executive Officer and Vice Chairman of the Board. Mr. Golleher is also Chairman of the Board of American Restaurant Group, Inc. and a director of Rite Aid Corporation.

Mary Elizabeth Burton has been a member of GNC’s board of directors since December 2003. Since July 1992, Ms. Burton has served as the Chairman and Chief Executive Officer of BB Capital, Inc., a management services and advisory company that she owns, since July 1992. From June 1998 until April 1999, Ms. Burton served as the Chief Executive Officer of The Cosmetic Center, Inc., a specialty retailer of cosmetics and fragrances. From July 1991 to June 1992, Ms. Burton also served as the Chief Executive Officer of PIP Printing, Inc., a leading business printing franchise chain. In addition, Ms. Burton was the Chief Executive Officer of Supercuts, Inc. from September 1987 until May 1991, as well as having served in various other senior executive level capacities in the retailing industry. Ms. Burton currently also serves on the boards of directors of Staples, Inc., The Sports Authority, Inc., Rent-A-Center, Inc., Zale Corporation and Aeropostale, Inc.

Robert J. DiNicola has been a member of GNC’s board of directors since December 2003. Mr. DiNicola is a 32-year veteran of the retail industry. He currently serves as the Chairman of the Board of Zale Corporation. He relinquished his position as Chief Executive Officer in July 1999, retired from Zale Corporation the following year and rejoined the company in February 2001 as Chairman of the Board and Chief Executive Officer. From 1991 to 1994, prior to joining Zale Corporation, Mr. DiNicola served as the Chairman and Chief Executive Officer of the Bon Marche, a division of Federated Department Stores. From 1989 to 1991, Mr. DiNicola was a general merchandising manager of Rich’s, a division of Federated Department Stores.

Edgardo A. Mercadante has been a member of GNC’s board of directors since December 2003. Since January 1997, Mr. Mercadante has served as Chairman and Chief Executive Officer of Familymeds Group, Inc., a company that operates specialty clinic-based pharmacies and vitamin centers. From 1991 to 1996, Mr. Mercadante was President and Chief Executive Officer of APP, Inc., a pharmacy benefit management company, which he co-founded in 1991. Additionally from 1987 to 1996, Mr. Mercadante was President and Chief Executive Officer of Arrow Corp., a franchise pharmacy retailer. From 1987 to 1991, Mr. Mercadante was Chief Operating Officer of Appell Management Corp., a company that established licensed pharmacy outlets in supermarkets. From 1980 to 1986, Mr. Mercadante was a Division Manager at Rite Aid

Joshua J. Harris has been a member of GNC’s board of directors since December 2003. Mr. Harris is a founding senior partner at Apollo Advisors, which was founded in 1990, and has served as an officer of certain affiliated investment management entities of Apollo Advisors since 1990. Prior to 1990, Mr. Harris was a member of the Mergers and Acquisitions Department of Drexel Burnham Lambert Incorporated, an investment bank. Mr. Harris is also a Director of Compass Minerals International, Inc., Pacer International, Inc., Quality Distribution Inc., Resolution Performance Products Inc., United Agri Products, Inc. and Nalco Company.

Joseph W. Harch has been a member of GNC’s board of directors since February 2004. Mr. Harch was a practicing Certified Public Accountant from 1974 until 1979 and has been in the securities business since 1979. Mr. Harch founded Harch Capital Management, Inc. (HCM) in 1991. At HCM, Mr. Harch has worked as a research analyst, investment strategist and portfolio manager for HCM’s high yield fixed income and equity accounts and is currently chairman of HCM’s board of directors. Between 1979 and 1991, Mr. Harch was a senior investment banker with the firms of Bateman Eichler, Hill Richards, Prudential Bache Securities, Drexel Burnham Lambert Incorporated and Donaldson, Lufkin & Jenrette, Inc. From October 1988 through February 1990, Mr. Harch was the National High Yield Sales Manager at Drexel Burnham Lambert Incorporated, where he managed its high yield sales force and syndicate and was responsible for new account development and origination. Mr. Harch is also a Director of Nobel Learning Communities, Inc. and Spring Group PLC.

As of July 31, 2004, GNC’s board of directors was composed of nine directors and the board of directors of each of General Nutrition Companies, Inc., General Nutrition Corporation, General Nutrition Distribution Company, General Nutrition Government Services, Inc., General Nutrition, Incorporated, General Nutrition Investment Company, General Nutrition International, Inc., General Nutrition Sales Corporation, General Nutrition Systems, Inc., GNC (Canada) Holding Company, GNC, Limited, GNC US Delaware, Inc., GN Investment, Inc., Informed Nutrition, Inc. and Nutra Manufacturing, Inc. was composed of three directors and in the case of GNC Franchising, LLC, the Management Committee was comprised of three managers.

Each director of each of the registrants serves for annual terms and until his or her successor is elected and qualified and in the case of GNC Franchising, LLC, each manager serves until removal or resignation. The annual stockholders meeting for General Nutrition Centers, Inc. is held at such date and at such time as designated by the board of directors from time to time, at which the directors are elected. The annual stockholders meetings for General Nutrition Corporation, General Nutrition, Incorporated, General Nutrition Companies, Inc., GNC US Delaware, Inc., GN Investment, Inc., General Nutrition Investment Company, General Nutrition Sales Corporation and Nutra Manufacturing, Inc. (f/k/a Nutricia Manufacturing USA, Inc.) are scheduled to be held on the first Monday in July. The annual stockholders meetings for General Nutrition Distribution Company, General Nutrition Government Services, Inc., General Nutrition International, Inc., General Nutrition Systems, Inc., GNC (Canada) Holding Company, GNC, Limited and Informed Nutrition, Inc. are scheduled to be held on the second Thursday in June. Apollo indirectly controls a majority of the common stock of GNC Corporation, our parent company. Our parent company, as our sole stockholder, has the power to name and replace all of our directors.

The board of directors of GNC has the authority to appoint committees to perform certain management and administration functions. The board of directors of GNC currently has an audit committee and a compensation committee.

The audit committee selects, on behalf of our board of directors, an independent public accounting firm to be engaged to audit our financial statements, discusses with the independent auditors their independence, reviews and discusses the audited financial statements with the independent auditors and management and will recommend to our board of directors whether the audited financials should be included in our Annual Reports on Form 10-K to be filed with the Securities and Exchange Commission (“SEC”). Messrs. Mercadante, Harch and Ms. Burton are members of GNC’s audit committee. Mr. Mercadante is chairman of GNC’s audit committee.

The compensation committee reviews and either approves, on behalf of our board of directors, or recommends to the board of directors for approval the annual salaries and other compensation of our executive officers and individual stock and stock option grants. The compensation committee also provides assistance and recommendations with respect to our compensation policies and practices and assists with the administration of our compensation plans. Mr. Copses is the chairman of GNC’s compensation committee, and the other members of GNC’s compensation committee are Messrs. DiNicola and Golleher.

Additional Information with Respect to Compensation Committee Interlocks and Insider Participation in Compensation Decisions

The board of directors of GNC and our parent company have formed compensation committees which have identical membership and are each currently comprised of Messrs. Copses, DiNicola and Golleher. Mr. Copses, the Chairman of each compensation committee of GNC, was an executive officer of GNC from its inception in October 2003 and of its parent company, GNC Corporation, from its inception in November 2003, in each case until his resignation as an executive officer in February 2004 following consummation of the Acquisition. Mr. Copses is also a founding Senior Partner at Apollo an affiliate of our equity sponsor. He serves as Chairman of the board of directors and the compensation committee for GNC and its parent company, GNC Corporation. Except as described above, no member of the compensation committee has ever been an executive officer of GNC or its subsidiaries or been an affiliate of GNC or one of its affiliates. In the year ended December 31, 2003, no other executive officer of GNC served as a director or member of the compensation committee of another entity, one of whose executive officers served on GNC’s board of directors or compensation committee.

Each non-employee director receives an aggregate annual retainer of $40,000 and a stipend of $2,000 for each board meeting attended in person or $500 for each meeting attended telephonically. Additionally, non-employee directors serving on board committees receive a stipend of $2,000 for each meeting attended in person or $500 for each meeting attended telephonically. In addition, our parent has granted each of our non-employee directors between 25,000 and 75,000 fully vested options to purchase shares of our parent’s common stock under our parent’s 2003 Omnibus Stock Option Plan for their service on our parent’s board of directors upon each director’s appointment, aggregating $325,000 options.

The following table sets forth certain information concerning compensation paid by GNC to its chief executive officer and its four most highly compensated executive officers (collectively, the “named executive officers”) for services rendered in all capacities to GNC during the year ended December 31, 2003:


(1)	Incentive compensation is based on performance in the year shown but determined and paid the following year. For Mr. Mancini and Mr. Meyers, respectively, the amount also includes incentives of $30,000 and $516,615, determined and paid in year 2003.

(2)	Includes cash amounts received by the persons listed in this table for (a) supplemental retirement purposes in the following amounts: Mr. Mancini $21,125; Mr. Heilman $14,138; Mr. Fortunato $14,138; Ms. Trimbo $13,596; Mr. Steele $13,596; and Mr. Meyers $14,845; (b) professional assistance and personal life and disability insurance in the following amounts. Mr. Mancini $15,503; Mr. Heilman $14,845; Mr. Fortunato $14,845; Ms. Trimbo $4,759; Mr. Steele $4,759; and Mr. Meyers $14,845; and (c) relocation expenses in the following amount for Mr. Mancini $38,399.

(3)	Includes stock appreciation rights (“SARs”) granted by the former owner, Royal Numico, NV in the following amounts: Mr. Mancini 15,000; Mr. Heilman 15,000; Mr. Fortunato 15,000; Ms. Trimbo 10,000; Mr. Steele 10,000; and Mr. Meyers 35,000. The SARs have an exercise price of € 10.71 and are based upon the market price of Numico common stock.

(4)	Includes payments received by the individuals listed in this table in connection with the Acquisition for (a) retention bonuses in the following amounts: Mr. Mancini $150,000; Mr. Heilman $151,250; Mr. Fortunato $165,000; and Mr. Meyers $2,100,000; (b) change in control bonuses in the following amounts: Mr. Mancini $300,000; Mr. Heilman $302,500; Mr. Fortunato $330,000; Ms. Trimbo $208,494; Mr. Steele $201,536 and Mr. Meyers $1,050,000; (c) Numico stock purchase plan loan forgiveness under the Numico 1999 Management Stock Purchase Plan in the following amounts: Mr. Heilman $595,027; Mr. Fortunato $404,999; Ms. Trimbo $319,982; Mr. Steele $399,968; and Mr. Meyers $899,973; and (d) a success bonus of $100,000 for Mr. Meyers.

(5)	Mr. Meyers served as President, Chief Executive Officer and Director of General Nutrition Companies, Inc., our predecessor, company to GNC, prior to the consummation of the Acquisition. Concurrently with the consummation of the Acquisition, Mr. Meyers resigned as Chief Executive Officer and Director of General Nutrition Companies, Inc. and its affiliates.


	(1) Based on 2,604,974 options granted as of December 5, 2003 to employees and directors under the GNC Corporation 2003 Omnibus Stock Incentive Plan. Under the terms of the option agreements, options vest 25% annually. None of the options were exercised in 2003.

(2)	The 5% and 10% assumed annual rates of compounded stock price appreciation are mandated by the rules of the SEC. Our actual stock price appreciation over the seven-year option term will likely differ from these assumed rates.

In addition, we may from time to time give our executive officers additional benefits, none of which we believe to be material.

We entered into employment agreements with Messrs. Mancini, Heilman, Fortunato and Steele and Ms. Trimbo in connection with the Acquisition. The agreements provide for an employment term up to December 31, 2005, subject to automatic annual one-year renewals commencing on October 31, 2004 and each October 31st thereafter, unless we or the executive provides 30 days’ advance notice of termination. The agreements also provide for an annual base salary of $525,000 for Mr. Mancini, $350,000 for each of Messrs. Heilman and Fortunato, $201,536 for Mr. Steele and $208,000 for Ms. Trimbo. Such salary is subject to annual review by the board of directors or compensation committee.

The executives are entitled to certain annual performance bonus payments pursuant to the terms of their employment agreements. The bonus payments for Messrs. Mancini, Heilman and Fortunato are based upon a range of annual target levels of EBITDA and cash flow generation goals set by the board of directors or compensation committee. Such bonus is payable in an amount within a range of 50% to 120% of Mr. Mancini’s annual base salary and 40% to 100% of Mr. Heilman’s and Mr. Fortunato’s annual base salaries, all of which are dependent upon meeting or exceeding EBITDA and cash flow generation goals for the applicable year. Such bonus is payable only if the executive is employed by GNC on the last day of the bonus period. The bonus payments for Mr. Steele and Ms. Trimbo are in an amount to be determined by the compensation committee in its discretion.

Pursuant to the terms of the employment agreements and the GNC Corporation 2003 Omnibus Stock Option Plan, Messrs. Heilman and Fortunato were each granted an option to purchase 295,333 shares of Common Stock, Mr. Mancini was granted on option to purchase 443,000 shares, Ms. Trimbo was granted an option to purchase 53,160 shares and Mr. Steele was granted an option to purchase 44,300 shares, all at an exercise price of $6 per share. The options vest in equal parts, annually, over a four year period on each anniversary of the effective date of the Acquisition. In the event of a change of control of GNC, all options granted to Messrs. Mancini, Heilman, Fortunato and Steele and Ms. Trimbo shall accelerate and become fully vested and exercisable. Change of control is defined under the employment agreements to mean (i) the occurrence of an event including a merger or consolidation of GNC, if following the transaction, any person or group becomes the beneficial owner (directly or indirectly) of more than 50% of the voting power of the

equity interests of GNC or any successor company provided that Apollo and certain related parties do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors and further provided that the transfer of 100% of the voting stock of GNC to an entity that has an ownership structure identical to GNC prior to such transfer, such that GNC becomes a wholly owned subsidiary of such entity, shall not be treated as a change of control, (ii) the sale, lease, transfer, conveyance or other disposition of substantially all of the assets of GNC and its subsidiaries taken as a whole, (iii) after an initial public offering of capital stock of GNC, during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors, together with any new directors whose election by such board of directors or whose nomination for election by the stockholders of GNC was approved by a vote of a majority of the directors of GNC then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the board of directors then in office; or (iv) GNC dissolves or adopts a plan of complete liquidation.

The employment agreements also provide for certain benefits upon termination of the executive’s employment. Upon death or disability, the executive (or his or her estate) shall be entitled to the executive’s current base salary (less any payments made under company-sponsored disability benefit plans) for the remainder of his or her employment period, plus a pro rata share of his or her annual bonus based on actual employment. With respect to Messrs. Mancini, Heilman and Fortunato the bonus payment will be made provided that bonus targets are met for the year of such termination. With respect to Mr. Steel and Ms. Trimbo, such bonus payments are subject to the discretion of the compensation committee. Upon termination of employment by GNC without cause or voluntarily by the executive for good reason, the executive is entitled to salary continuation for the remainder of his employment period, a pro rata share of bonus based on actual employment (provided that bonus targets are met for the year of such termination or subject to the discretion of the compensation committee, as the case may be) and continuation of certain welfare benefits and perquisites through the remainder of the employment term or during the continuation of base salary for the 2-year period following a change of control (further described as follows). If such termination occurs upon or within 6 months following a change of control, we will continue to pay the executive’s base salary for a 2 year period following such date of termination. The executive may, in such circumstances, elect a lump sum payment based upon a present value discount rate equal to 6% per year. Payment of benefits following termination by the Company without cause or voluntarily by the executive for good reason will be contingent upon execution of a written release by the executive. “Good Reason” is defined in the employment agreements to mean (i) the failure of GNC to comply with a material obligation imposed by the employment agreement, (ii) assignment of duties or responsibilities to the executive which are materially inconsistent with his positions, duties, responsibilities, titles or offices in effect on the date of the Acquisition, (iii) reduction in base salary, or (iv) requiring the executive to be based at any office or location more than 75 miles from the principal office of GNC. “Cause” is defined in the employment agreements to mean (i) a material failure by the executive to comply with any material obligation under the employment agreement (ii) conviction of, or pleading guilty or nolo contendere to, or being indicted for any felony (iii) theft, embezzlement, or fraud, (iv) engaging in an activity that gives rise to a material conflict of interest that is not cured within 10 days of written notice and a demand to cure, or (v) the misappropriation of any material business interest.

The employment agreements provide that, upon termination for cause or voluntary resignation by the executive, the executive shall be entitled to all unpaid salary and benefits accrued to the date of such termination. Such termination is subject to 30 days’ advance notice to the other party and, in the case of termination for cause, provides the executive with an opportunity to cure within a 30-day period following receipt of such notice.

The employment agreements and stock option agreements provide that stock options which are not exercisable as of the date of termination of employment shall expire and options which are exercisable as of such date will remain exercisable for a 90-day period (180 days in the event of the executive’s death). Stock of GNC held by the executive is subject to a call right by GNC for a period of 180 days (270 days in the case of death) from the date of termination. Such call right is for an amount equal to the product of (x) all

shares held by such executive and (y) the fair market value of the stock, as determined by our board of directors. Messrs. Mancini, Heilman and Fortunato have the right under their employment agreements to request that the board of directors obtain a fairness opinion from a nationally recognized accounting firm or investment bank chosen by GNC, to review the board’s fair market value determination of the common stock. If such fairness opinion validates the fair market determination of the Board, the gross purchase price paid to the executive for such shares shall be reduced by 10% (excluding such other tax or withholding as may be required by applicable law).

The employment agreements further provide that if any payment to the executive would be subject to or result in the imposition of the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, then the amount of such payments shall be reduced to the highest amount that may be paid by GNC without subjecting such payment to the excise tax. The executive shall have the right to designate those payments or benefits that shall be reduced or eliminated. Notwithstanding the foregoing, in the employment agreements for Messrs. Mancini, Heilman and Fortunato, the reduction shall not apply if the executive would, on a net after-tax basis, receive less compensation than if the payment were not so reduced. All determinations with regard to such excise tax and any reduction in connection with payments to the executive shall be made by any nationally recognized accounting firm that acts as GNC’s outside auditors at the time of such determination.

The employment agreements set forth certain terms of confidentiality concerning trade secrets and confidential or proprietary information which may not be disclosed by the executive except as required by court order or applicable law. The agreements further provide certain non-competition and non-solicitation provisions which restrict the executive and certain relatives from engaging in activities which compete against the interests of GNC during the term of his employment and for the longer of the first anniversary of the date of termination of employment or the period during which the executive receives termination payments.

Our parent company, GNC Corporation, owns all of our issued and outstanding capital stock. GNC directly or indirectly owns all of the outstanding capital stock of each of the other registrants.

The table below sets forth the security ownership of the directors and officers of GNC and certain individuals and entities that beneficially own more than 5% of the outstanding common stock of our parent company, GNC Corporation at June 30, 2004:


(1)	c/o Apollo Management, L.P., 9 West 57th Street, 43rd Floor, New York, New York 10019.

(2)	c/o General Nutrition Centers, Inc., 300 Sixth Avenue, Pittsburgh, Pennsylvania 15222.

(3)	Represents shares held by GNC Investors, LLC, our equity sponsor and our parent’s principal stockholder, which is a special purpose entity that was created in connection with the Acquisition. Apollo Advisors V, L.P. (“Apollo Advisors V”), through its affiliates owns approximately 76% of our equity sponsor. Apollo Management V is the manager of our equity sponsor. Apollo Management V has sole dispositive power over the shares. Pursuant to a stockholders’ agreement, Apollo Investment V has sole voting power over the shares. Apollo Advisors V is the general partner, and Apollo Management V is the manager of Apollo Investment V. Messrs. Leon Black and John Hannan are the principal executive officers and directors of the general partners of Apollo Management V, L.P. and Apollo Advisors V, L.P. and each of Messrs. Black and Hannan, except to the extent of his direct pecuniary interest expressly disclaims beneficial ownership of the indicated shares. Apollo Advisors V has no pecuniary interest in the remaining interests of our equity sponsor.

(4)	On December 5, 2003, in connection with the Acquisition, our parent entered into a stockholders’ agreement with each of its stockholders. Pursuant to the stockholders’ agreement, each stockholder agreed to give Apollo Investment Fund V, L.P. a voting proxy to vote with respect to certain matters as set forth in the stockholders’ agreement. As a result, Apollo Investment Fund V, L.P. may be deemed to be the beneficial owner of the shares of common stock held by the parties to the stockholders’ agreement. Apollo Investment Fund V, L.P. expressly disclaims beneficial ownership of such shares of common stock held by each of the parties to the stockholders’ agreement, except to the extent of its pecuniary interest in GNC Investors, LLC.

(5)	Includes options to purchase 75,000 shares of common stock.

(6)	Includes options to purchase 25,000 shares of common stock and 28,743,333 shares of common stock beneficially owned by Apollo Advisors V, L.P., as to which Mr. Copses, a director of the company and partner of Apollo Advisors V, L.P., expressly disclaims beneficial ownership, except to the extent of his direct pecuniary interest.

(7)	Includes options to purchase 50,000 shares of common stock.

(8)	Includes options to purchase 55,000 shares of common stock.


(9)	Includes options to purchase 25,000 shares of common stock and 28,743,333 shares of common stock beneficially owned by Apollo Advisors V, L.P., as to which Mr. Harris, a director of the company and partner of Apollo Advisors V, L.P., expressly disclaims beneficial ownership, except to the extent of his direct pecuniary interest.


(10)	Includes options to purchase 25,000 shares of common stock and 28,743,333 shares of common stock beneficially owned by Apollo Advisors V, as to which Mr. Jhawar, a director of the company and partner of Apollo Advisors V, expressly disclaims beneficial ownership, except to the extent of his direct pecuniary interest.

(11)	Includes options to purchase 45,000 shares of common stock.

(12)	Includes options to purchase 25,000 shares of common stock.

(13)	Includes 28,743,333 shares held by GNC Investors, LLC.

On December 5, 2003, in order to fund a portion of the purchase price for the Acquisition, our parent, GNC Corporation, issued and sold 29,566,666 shares of its common stock for $6 per share, for an aggregate purchase price of $177.5 million to GNC Investors, LLC, its principal stockholder, and certain of our directors, members of management and other employees. In the issuance, 28,743,333 shares of GNC Corporation common stock were sold to GNC Investors, LLC, for an aggregate purchase price of $172.5 million, and 823,333 shares of GNC Corporation common stock were sold to certain of our directors, members of management and other employees, for an aggregate purchase price of $4.9 million. In addition, certain members of management received compensation in the form of change of control payments totaling $8.7 million in connection with the Acquisition. According to the terms of the purchase agreement, we were reimbursed for these change of control payments by Numico. For further information, please refer to Note 10 to our consolidated financial statements included elsewhere in this prospectus.

The following directors and executive officers purchased shares of GNC Corporation common stock and/or received compensation in connection with the Acquisition:


*	Mr. Meyers served as President, Chief Executive Officer and Director of General Nutrition Companies, Inc., the predecessor company to GNC prior to the consummation of the Acquisition. Concurrently with the consummation of the Acquisition, Mr. Meyers resigned as Chief Executive Officer and Director of General Nutrition Companies, Inc. and its affiliates.

GNC Corporation also sold 100,000 shares of its 12% Series A Exchangeable Preferred Stock for $1,000 per share, for an aggregate purchase price of $100 million to GNC Investors, LLC.

Immediately prior to the consummation of the Acquisition, we entered into a management agreement with Apollo Management V, L.P., which controls GNC Investors, LLC, our equity sponsor. Three of our directors, Peter P. Copses, Joshua J. Harris and Andrew S. Jhawar, are partners of Apollo Management V, L.P. Under this management agreement, Apollo Management V, L.P. agreed to provide to us certain investment banking, management, consulting and financial planning services on an ongoing basis and certain financial advisory and investment banking services in connection with major financial transactions that may be undertaken by us or our subsidiaries in exchange for a fee of $1.5 million per year, plus reimbursement of expenses. Apollo Management may provide additional services to us from time to time pursuant to the management agreement, including financial advisory and investment banking services in connection with certain transactions for which we will pay customary fees and expenses. Under the management agreement, we agreed to provide customary indemnification. In addition, on December 5, 2003, we incurred a structuring fee of $7.5 million (plus reimbursement of expenses) to Apollo Management V, L.P. for financial advisory services rendered in connection with the Acquisition, which was paid in January 2004. These services included assisting us in structuring the Acquisition, taking into account tax considerations and optimal access to financing, and assisting in the negotiation of our material agreements and financing arrangements in connection with the Acquisition. Although we believe these fees are comparable to management fees paid by portfolio companies of other private equity firms with comparable experience and sophistication, there is no assurance that these agreements are on terms comparable to those that could have been obtained from unaffiliated third parties.

Upon consummation of the Acquisition, our parent company, GNC Corporation, entered into a stockholders’ agreement with each of its stockholders, which includes certain of our directors, employees and members of our management and our equity sponsor. The stockholders’ agreement gives Apollo Investment V, L.P., an affiliate of Apollo Management V, L.P., the right to nominate all of the members of our board of directors and, until the occurrence of certain events, the right to vote all shares of our parent’s common stock and preferred stock subject to the stockholders’ agreement on all matters. In addition, the stockholders’ agreement contains registration rights that require GNC Corporation to register common stock held by the stockholders party thereto in the event it registers for sale, either for its own account or the account of others, shares of its common stock.

During the normal course of our operations, for the period ended December 4, 2003, our subsidiaries entered into transactions with certain entities that were under common ownership and control of Numico, our former parent. As a result of the Acquisition for periods subsequent to December 4, 2003, neither Numico nor any of its subsidiaries was under common control with us or any of our subsidiaries. During July 2003, Rexall Sundown, Inc. (“Rexall”) and Unicity Network, Inc. (“Unicity”) ceased to be under common ownership and control with our subsidiaries as their operations were sold by Numico. Transactions with these companies for the 2003 period ended December 4, 2003 are included in the discussion below.

Our subsidiaries historically both sold products to, and purchased products from, Rexall and its subsidiaries. From January 1, 2003 to July 24, 2003, while General Nutrition Distribution, L.P., one of our subsidiaries (“GN Distribution”), and Rexall were under Numico’s common control, Rexall supplied all of GN Distribution’s requirements for certain dietary supplement products. On July 24, 2003, Numico USA, Inc., a subsidiary of Numico (“Numico USA”), sold Rexall to an unaffiliated third party. Concurrently

therewith, GN Distribution entered into a supply agreement with Rexall. Under these arrangements, the price for each product was fixed during each 12-month period during the term of the supply agreement except for raw material costs. The term of the supply agreement is initially five years and automatically renews for consecutive one-year periods unless either party gives 90 days’ notice to the other party. For the period prior to the sale of Rexall, GN Distribution made payments totaling $14.4 million, and for the period after the sale, GN Distribution made payments totaling $2.7 million to Rexall pursuant to these arrangements. Upon consummation of Numico’s sale of Rexall on July 24, 2003, we were no longer an affiliate of Rexall.

Similarly, from January 1, 2003 to July 24, 2003, while Nutra Manufacturing, Inc., one of our subsidiaries (“Nutra”), and Rexall were under Numico’s common control, Nutra sold to Rexall all of Rexall’s requirements for certain dietary supplement softgel products of Rexall or its subsidiaries. On July 24, 2003, in connection with Numico’s sale of Rexall, Nutra entered into a supply agreement for the sale of supplement softgel products with Rexall. Under this supply agreement, Rexall may secure alternative sources for products and may order up to 20 percent of its annual requirements for each of these products from those sources. The price for each such product is fixed during each 12-month period during the term of the supply agreement, except for raw material costs. The term of the supply agreement is initially for two years and automatically renews for consecutive one-year periods unless either party gives 90 days’ notice to the other party. Rexall also may terminate the supply agreement upon 90 days’ notice to Nutra. For the period prior to the sale of Rexall, Rexall made payments totaling $14.4 million, and for the period after the sale, Rexall made payments totaling $11.5 million to Nutra under these arrangements. Upon consummation of Numico’s sale of Rexall on July 24, 2003, we were no longer an affiliate of Rexall.

Prior to Numico’s sale of Rexall, GN Distribution purchased certain products from Rexall from time to time, including products offered in the MET-Rx and Worldwide Sport Nutrition product lines. On July 24, 2003, in connection with Numico’s sale of Rexall, the parties entered into a purchasing agreement for the sale of products in the MET-Rx and Worldwide Sport Nutrition product lines. Under the agreement, if the raw material costs of any product increase or decrease by more than 10 percent, the price of the product is adjusted accordingly. Pursuant to the purchasing agreement, GN Distribution agreed to a minimum annual purchase requirement. Rexall agreed to support GN Distribution’s sale of the products by providing a co-op advertising fund equal to eight percent of net purchases. The parties entered into a termination agreement, dated May 17, 2004, terminating the purchasing agreement. For the period prior to the sale of Rexall, GN Distribution made payments totaling $14.4 million, and for the period after the sale, GN Distribution made payments totaling $0.7 million to Rexall under these arrangements.

On July 24, 2003, in connection with Numico’s sale of Rexall, GN Distribution and Rexall entered into a second purchasing agreement, with a term of January 2007 through July 2008 whereby GN Distribution agreed to purchase certain products from Rexall upon terms and conditions similar to the purchasing agreement summarized in the preceding paragraph, except that there is no minimum annual purchase requirement. The parties entered into a termination agreement, dated May 17, 2004, terminating the second purchasing agreement. For the 2003 period ended December 4, 2003, GN Distribution made no payments to Rexall pursuant to the second purchasing agreement.

Prior to December 4, 2003, Rexall utilized one of our subsidiary’s transportation fleet to distribute its products to customers. Prior to Numico’s sale of Rexall, General Nutrition Corporation, one of our subsidiaries (“General Nutrition”), agreed to use its transportation fleet to ship Rexall’s products to customers. On July 24, 2003, the parties entered into a transportation agreement whereby General Nutrition agreed to provide transportation services to Rexall. The initial term of the transportation agreement was for one year and automatically renews for subsequent one-year periods unless either party terminates the transportation agreement at any time after the initial term by giving 90 days’ notice to the other party. For the

Prior to December 4, 2003, Nutra purchased a substantial portion of its raw materials and certain finished products from Nutraco S.A. and Nutraco International S.A. (collectively, “Nutraco”), subsidiaries of Numico, pursuant to purchasing agreements. While we were an affiliate of Numico, Nutraco agreed to provide product pricing and sourcing services to Nutra. These agreements were terminated upon consummation of the Acquisition. For the 2003 period ended December 4, 2003, Nutra made payments totaling $146.3 to Nutraco pursuant to the purchasing agreements.

In addition, prior to the Acquisition, Nutraco and other Numico affiliates were parties to certain agreements (e.g., raw materials agreements, supply agreements, clinical research agreements, service agreements, transportation agreements, purchase orders, etc.) for Nutra’s benefit and certain agreements for the benefit of Nutra, Rexall and/or Unicity. For those agreements which benefited Nutra but not Rexall and/or Unicity, Nutraco and the other Numico affiliates assigned such agreements to Nutra and required Nutra to assume all obligations under such agreements following the Acquisition. For the agreements which benefited Nutra, Rexall and/or Unicity, the agreements were amended so that Nutra would continue to receive the benefits afforded under such agreements.

From January 1, 2003 to July 16, 2003, while Nutra and Unicity were under Numico’s common control, Nutra sold to Unicity certain dietary supplement products that Unicity or its affiliates market or sell. On July 16, 2003, a subsidiary of Numico, sold Unicity to an unaffiliated third party. Concurrently therewith, the parties entered into a supply agreement for the purchase and sale of certain dietary supplement products. Pursuant to the supply agreement, the price for each such product is fixed during each 12-month period during the term of the supply agreement, except for raw material costs. The term of the supply agreement is for two years and automatically renews for subsequent one year periods unless either party terminates at any time after the initial term by giving six months notice to the other party. For the period prior to the sale of Unicity, Unicity made payments totaling $3.8 million and for the period after the sale, Unicity made payments totaling $2.7 million to Nutra under these agreements. Upon consummation of Numico’s sale of Unicity on July 16, 2003, we were no longer an affiliate of Unicity.

Prior to December 4, 2003, Numico conducted research and development activities including, but not limited to, an ongoing program of scientific and medical research, support and advice on strategic research objectives, design and development of new products, organization and management of clinical trials, updates on the latest technological and scientific developments, and updates on regulatory issues. For the 2003 period ended December 4, 2003, Numico charged us and we paid $4.1 million in costs for these services.

For the period ended December 4, 2003, in order to reduce costs and mitigate duplicative insurance coverage prior to the Acquisition, Numico purchased certain global insurance policies covering several types of insurance that covered GNCI and its subsidiaries. GNCI recorded charges for its portion of these costs. These charges totaled $2.9 million for the period ended December 4, 2003.

Prior to Numico’s sale of Rexall and Unicity, GNCI provided certain risk management, tax and internal audit services to Rexall and Unicity. The payroll and benefit costs associated with these services were reflected on GNCI’s financial statements and were not charged to Rexall and Unicity. For the 2003 period ended December 4, 2003, GNCI absorbed $1.2 million in costs related to shared services. GNCI also provided management services for the benefit of all of our U.S. affiliates. The payroll and benefit costs associated with these services were reflected on GNCI’s financial statements and were not charged to any of our U.S. affiliates. For the 2003 period ended December 4, 2003, GNCI absorbed $1.1 million in costs related to management services. Prior to the Acquisition, GNCI received certain management services from its U.S. parent, Numico USA, and its ultimate parent, Numico.

For a further discussion of related party transactions involving Numico and its present and former subsidiaries, see Note 22 to our consolidated financial statements contained elsewhere in this prospectus.

Subject to terms and conditions detailed in this prospectus, we will accept for exchange old notes that are properly tendered on or prior to the expiration date and not withdrawn as permitted below. When we refer to the term expiration date, we mean 5:00 p.m., New York City time, , 2004, the 21st business day following the date of this prospectus. We may, however, in our sole discretion, extend the period of time that the exchange offer is open. In such event, the term expiration date means the latest time and date to which the exchange offer is extended.

As of the date of this prospectus, $215,000,000 principal amount of old notes are outstanding. We are sending this prospectus, together with the letter of transmittal, to all holders of old notes that we are aware of on the date of this prospectus.

We expressly reserve the right, at any time, to extend the period of time that the exchange offer is open, and delay acceptance for exchange of any old notes, by giving oral or written notice of an extension to the holders of the old notes as described below. During any extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

Old notes tendered in the exchange offer must be in denominations of principal amount of $1,000 and any integral multiple thereof.

We expressly reserve the right to amend or terminate the exchange offer, and not to exchange any old notes, upon the occurrence of any of the conditions of the exchange offer specified under “— Conditions to the Exchange Offer.” We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable. In the case of any extension, we will issue a notice by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

Your tender to us of old notes as set forth below and our acceptance of old notes will constitute a binding agreement between us and you upon the terms and subject to the conditions detailed in this prospectus and in the accompanying letter of transmittal. Except as set forth below, to tender old notes for exchange in the exchange offer, you must transmit a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal or, in the case of a book-entry transfer, an agent’s message in place of the letter of transmittal, to U.S. Bank National Association, as exchange agent, at the address set forth below under “— Exchange Agent” on or prior to the expiration date. In addition, either:


	•	certificates for old notes must be received by the exchange agent along with the letter of transmittal, or

	•	a timely confirmation of a book-entry transfer, which we refer to in this prospectus as a book-entry confirmation, of old notes, if this procedure is available, into the exchange agent’s account at DTC pursuant to the procedure for book-entry transfer described beginning on page 96 must be received by the exchange agent prior to the expiration date, with the letter of transmittal or an agent’s message in place of the letter of transmittal, or the holder must comply with the guaranteed delivery procedures described below.

The term “agent’s message” means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant stating that such participant has received and agrees to be bound by the letter of transmittal and that we may enforce such letter of transmittal against such participant.

The method of delivery of old notes, letters of transmittal and all other required documents is at your election and risk. If such delivery is by mail, it is recommended that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. No letter of transmittal or old notes should be sent to us.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old notes surrendered for exchange are tendered:


	•	by a holder of the old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or

	•	for the account of an Eligible Institution (as defined below).

In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, such guarantees must be by a firm which is a member of the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Medallion Program (we refer to each such entity as an Eligible Institution in this prospectus). If old notes are registered in the name of a person other than the signer of the letter of transmittal, the old notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as we or the exchange agent determine in our sole discretion, duly executed by the registered holders with the signature thereon guaranteed by an Eligible Institution.

We or the exchange agent in our sole discretion will make a final and binding determination on all questions as to the validity, form, eligibility, including time of receipt, and acceptance of old notes tendered for exchange. We reserve the absolute right to reject any and all tenders of any particular old note not properly tendered or to not accept any particular old note which acceptance might, in our judgment or our counsel’s, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular old note either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender old notes in the exchange offer. Our or the exchange agent’s interpretation of the terms and conditions of the exchange offer as to any particular old note either before or after the expiration date, including the letter of transmittal and the instructions thereto, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes for exchange must be cured within a reasonable period of time, as we determine. We are not, nor is the exchange agent or any other person, under any duty to notify you of any defect or irregularity with respect to your tender of old notes for exchange, and no one will be liable for failing to provide such notification.

If the letter of transmittal is signed by a person or persons other than the registered holder or holders of old notes, such old notes must be endorsed or accompanied by powers of attorney signed exactly as the name(s) of the registered holder(s) that appear on the old notes.

If the letter of transmittal or any old notes or powers of attorneys are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by us or the exchange agent, proper evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.


	•	the new notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of the person receiving such new notes, whether or not such person is the holder; and

	•	neither the holder nor such other person has any arrangement or understanding with any person, to participate in the distribution of the new notes.

In the case of a holder that is not a broker-dealer, that holder, by tendering, will also represent to us that the holder is not engaged in or does not intend to engage in a distribution of the new notes.

If you are our “affiliate,” as defined under Rule 405 under the Securities Act, and engage in or intend to engage in or have an arrangement or understanding with any person to participate in a distribution of such new notes to be acquired pursuant to the exchange offer, you or any such other person:


	•	could not rely on the applicable interpretations of the staff of the SEC; and

	•	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See “Plan of Distribution.” The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all old notes properly tendered and will issue the new notes promptly after acceptance of the old notes. See “— Conditions to the Exchange Offer.” For purposes of the exchange offer, we will be deemed to have accepted properly tendered old notes for exchange if and when we give oral (confirmed in writing) or written notice to the exchange agent.

The holder of each old note accepted for exchange will receive a new note in the amount equal to the surrendered old note. Accordingly, holders of new notes on the record date for the first interest payment date following the consummation of the exchange offer will received interest accruing from the most recent date that interest has been paid on the old notes. Holders of new notes will not receive any payment in respect of accrued interest on old notes otherwise payable on any interest payment date, the record date for which occurs on or after the consummation of the exchange offer.

In all cases, issuance of new notes for old notes that are accepted for exchange will only be made after timely receipt by the exchange agent of:


	•	certificates for such old notes or a timely book-entry confirmation of such old notes into the exchange agent’s account at DTC,

	•	a properly completed and duly executed letter of transmittal or an agent’s message in lieu thereof, and

	•	all other required documents.

If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if old notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged old notes will be returned without expense to the tendering holder or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry procedures described below, the non-exchanged old notes will be credited to an account maintained with DTC, as promptly as practicable after the expiration or termination of the exchange offer.

For purposes of the exchange offer, the exchange agent will request that an account be established with respect to the old notes at DTC within two business days after the date of this prospectus, unless the exchange agent already has established an account with DTC suitable for the exchange offer. Any financial institution that is a participant in DTC may make book-entry delivery of old notes by causing DTC to transfer such old notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Although delivery of old notes may be effected through book-entry transfer at DTC, the letter of transmittal or facsimile thereof or an agent’s message in lieu thereof, with any required signature guarantees

If you desire to tender your old notes and your old notes are not immediately available, or time will not permit your old notes or other required documents to reach the exchange agent before the expiration date, a tender may be effected if:


	•	prior to the expiration date, the exchange agent received from such Eligible Institution a notice of guaranteed delivery, substantially in the form we provide, by telegram, telex, facsimile transmission, mail or hand delivery, setting forth your name and address, the amount of old notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed appropriate letter of transmittal or facsimile thereof or agent’s message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal will be deposited by such Eligible Institution with the exchange agent, and

	•	the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed appropriate letter of transmittal or facsimile thereof or agent’s message in lieu thereof, with any required signature guarantees and all other documents required by the letter of transmittal, are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

You may withdraw your tender of old notes at any time prior to the expiration date. To be effective, a written notice of withdrawal must be received by the exchange agent at one of the addresses set forth under “— Exchange Agent.” This notice must specify:


	•	the name of the person having tendered the old notes to be withdrawn,

	•	the old notes to be withdrawn, including the principal amount of such old notes, and

	•	where certificates for old notes have been transmitted, the name in which such old notes are registered, if different from that of the withdrawing holder.

If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of the certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution, unless such holder is an Eligible Institution. If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of DTC.

We or the exchange agent will make a final and binding determination on all questions as to the validity, form and eligibility, including time of receipt, of such notices. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes tendered for exchange but not exchanged for any reason will be returned to the holder without cost to the holder, or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described above, the old notes will be credited to an account maintained with DTC for the old notes as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be re-tendered by following one of the procedures

Notwithstanding any other provision of the exchange offer, we are not required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer, if any of the following events occur prior to acceptance of such old notes:


	•	the exchange offer violates any applicable law or applicable interpretation of the staff of the SEC;

	•	an action or proceeding shall have been instituted or threatened in any court or by any governmental agency that might materially impair our ability to proceed with the exchange offer;

	•	we shall not have received all governmental approvals that we deem necessary to consummate the exchange offer; or

	•	there has been proposed, adopted, or enacted any law, statute, rule or regulation that, in our reasonable judgment, would materially impair our ability to consummate the exchange offer.

The conditions stated above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any condition or may be waived by us in whole or in part at any time in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right which may be asserted at any time.

In addition, we will not accept for exchange any old notes tendered, and we will not issue new notes in exchange for any such old notes, if at such time any stop order by the SEC is threatened or in effect with respect to the Registration Statement, of which this prospectus constitutes a part, or the qualification of the indenture under the Trust Indenture Act.

U.S. Bank National Association has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at the address set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent addressed as follows:

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF SUCH LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF THE LETTER OF TRANSMITTAL.

The principal solicitation is being made by mail by U.S. Bank National Association, as exchange agent. We will pay the exchange agent customary fees for its services, reimburse the exchange agent for its reasonable out-of-pocket expenses incurred in connection with the provision of these services and pay other registration expenses, including fees and expenses of the trustee under the indenture relating to the new notes, filing fees, blue sky fees and printing and distribution expenses. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.

Additional solicitation may be made by telephone, facsimile or in person by our and our affiliates’ officers and regular employees and by persons so engaged by the exchange agent.

We will record the new notes at the same carrying value as the old notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes. The expenses of the exchange offer will be amortized over the term of the new notes.

You will not be obligated to pay any transfer taxes in connection with the tender of old notes in the exchange offer unless you instruct us to register new notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder. In those cases, you will be responsible for the payment of any potentially applicable transfer tax.

If you do not exchange your old notes for new notes in the exchange offer, your old notes will continue to be subject to the provisions of the indenture relating to the notes regarding transfer and exchange of the old notes and the restrictions on transfer of the old notes described in the legend on your certificates. These transfer restrictions are required because the old notes were issued under an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the old notes may not be offered or sold unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the old notes under the Securities Act.

Under existing interpretations of the Securities Act by the SEC’s staff contained in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the new notes would generally be freely transferable by holders after the exchange offer without further registration under the Securities Act, subject to certain representations required to be made by each holder of new notes, as set forth below. However, any purchaser of new notes who is one of our “affiliates” as defined in Rule 405 under the Securities Act or who intends to participate in the exchange offer for the purpose of distributing the new notes:


	•	will not be able to rely on the interpretation of the SEC’s staff;

	•	will not be able to tender its old notes in the exchange offer; and

	•	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the new notes unless such sale or transfer is made pursuant to an exemption from such requirements. See “Plan of Distribution.”

We do not intend to seek our own interpretation regarding the exchange offer, and there can be no assurance that the SEC’s staff would make a similar determination with respect to the new notes as it has in other interpretations to other parties, although we have no reason to believe otherwise.

Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by it as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

As part of the Acquisition, we entered into a senior credit facility to be provided by a syndicate of lenders arranged by Lehman Brothers Inc. and J.P. Morgan Securities Inc. The senior credit facility consists of a $285.0 million term loan facility and a $75.0 million revolving credit facility. We are seeking an amendment to our senior credit facility to obtain a lower interest rate and additional flexibility under our restricted payments covenant; however, there can be no assurance that we will obtain this amendment.

Interest Rate; Fees. All borrowings under the senior credit facility bear interest, at our option, at a rate per annum equal to (i) the higher of (x) the prime rate and (y) the federal funds effective rate, plus one half percent (0.50%) per annum plus, in each case applicable margins of 2.00% per annum for the term loan facility and 2.00% per annum for the revolving credit facility or (ii) the Eurodollar rate plus applicable margins of 3.00% per annum for the term loan facility and 3.00% per annum for the revolving credit facility, which rates, in the case of revolving loans, may be decreased if our leverage ratio is decreased. In addition to paying interest on outstanding principal under the senior credit facility, we are required to pay a commitment fee to the lenders in respect of unutilized loan commitments at a rate of 0.50% per annum.

Guarantees; Security. Our obligations under the senior credit facility are guaranteed by our parent and by each of our domestic subsidiaries. In addition, the senior credit facility is secured by first priority security interests in substantially all of our existing and future assets and the existing and future assets of our subsidiary guarantors, except that only up to 65% of the capital stock of our first-tier foreign subsidiaries has been pledged in favor of the senior credit facility.

Maturity. The term loan facility matures on December 5, 2009. The revolving credit facility matures on December 5, 2008.

Prepayment; Reduction. The senior credit facility permits all or any portion of the loans outstanding thereunder to be prepaid at any time and commitments thereunder to be terminated in whole or in part at our option without premium or penalty. We are required to repay amounts borrowed under the term loan facility in nominal quarterly installments for the first five years and thereafter in substantial quarterly installments until the maturity date of the term loan facility.

Subject to certain exceptions, the senior credit facility requires that 100% of the net proceeds from certain asset sales, casualty insurance, condemnations and debt issuances, 50% of the net proceeds from certain equity offerings and 75% of excess cash flow for each fiscal year (reducing to 50% when our consolidated total debt to consolidated EBITDA is less than or equal to 3.00 to 1.00 and greater than 2.50 to 1.00 and 25% when our consolidated total debt to consolidated EBITDA is less than or equal to 2.50 to 1.00) must be used to pay down outstanding borrowings.

Covenants. The senior credit facility contains customary covenants, including financial tests (including maximum total leverage, minimum fixed charge coverage ratio and maximum capital expenditures) and certain other limitations on our and certain of our subsidiaries’ ability to incur additional debt, guarantee other obligations, grant liens on assets, make investments or acquisitions, dispose of assets, make optional payments or modifications of other debt instruments, pay dividends or other payments on capital stock, engage in mergers or consolidations, enter into sale and leaseback transactions, enter into arrangements that restrict our ability to pay dividends or grant liens, engage in transactions with affiliates and change the passive holding company status of our parent.

Events of Default. The senior credit facility contains events of default, including (subject to customary cure periods and materiality thresholds) defaults based on (i) the failure to make payments under the senior credit facility when due, (ii) breach of covenants, (iii) inaccuracies of representations and warranties, (iv) cross-defaults to other material indebtedness, (v) bankruptcy events, (vi) material judgments, (vii) certain matters arising under the Employee Retirement Income Security Act of 1974, as amended, (viii) the actual or asserted invalidity of documents relating to any guarantee or security document, (ix) the actual or asserted invalidity of any subordination terms supporting the senior credit facility and (x) the occurrence of a change in control. If any such event of default occurs, the lenders under the senior credit facility are entitled to accelerate the facilities and take various other actions, including all actions permitted to be taken by a secured creditor.

You can find the definitions of certain terms used in this description under the subheading “— Certain Definitions.” In this description, “we,” “our,” “us” and “GNC” refer only to General Nutrition Centers, Inc. and not to any of its subsidiaries.

GNC will issue the new notes under an indenture, dated as of December 5, 2003, among itself, as issuer, the Guarantors and U.S. Bank National Association, as trustee. This is the same indenture under which the old notes were issued. The terms of the new notes will include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939.

The following description is a summary of the material provisions of the indenture and the registration rights agreement. It does not restate those agreements in their entirety. Although we believe that we have disclosed in this prospectus all the material provisions of the indenture, we urge you to read the indenture because it, and not this description, define your rights as holders of the new notes. Copies of the indenture are available as set forth in this section under the caption “— Additional Information.” Certain defined terms used in this description but not defined below under “— Certain Definitions” have the meanings assigned to them in the indenture.

The registered holder of a new note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

The new notes are substantially identical to the old notes except that the transfer restrictions and registration rights provisions do not apply to the new notes.


	•	will be general unsecured obligations of GNC;

	•	will be subordinated in right of payment to all existing and future Senior Indebtedness of GNC;

	•	will be structurally subordinated to all obligations of our non-guarantor Subsidiaries;

	•	will be pari passu in right of payment with any existing and future Senior Subordinated Indebtedness of GNC;

	•	will be senior in right of payment to any future existing and Subordinated Obligations of GNC; and

	•	will be unconditionally guaranteed by the Guarantors.

The new notes will be guaranteed by all of GNC’s current and future Domestic Subsidiaries, other than Immaterial Subsidiaries.


	•	will be a general unsecured obligation of that Guarantor;

	•	will be subordinated in right of payment to all existing and future Guarantor Senior Indebtedness of that Guarantor;

	•	will be pari passu in right of payment with any existing and future Guarantor Senior Subordinated Indebtedness of that Guarantor; and

	•	will be senior in right of payment to any existing and future Subordinated Obligations of that Guarantor.

As of June 30, 2004, GNC and the Guarantors had total Senior Indebtedness of approximately $299.2 million (excluding $9.4 million of letters of credit), and GNC had the ability to borrow up to an additional $65.6 million under the Senior Credit Facility, which would be Senior Indebtedness. As indicated above and as discussed in detail below under the subheading “— Ranking,” payments on the new notes and under the Note Guarantees will be subordinated to the payment of Senior Indebtedness and Guarantor Senior Indebtedness. The indenture will permit us and the Guarantors to incur additional Senior Indebtedness and Guarantor Senior Indebtedness.

None of our Foreign Subsidiaries or Immaterial Subsidiaries will Guarantee the new notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. Our non-guarantor Subsidiaries accounted for less than 4.6% of our net revenues for the year ended December 31, 2003, and less than 5.2% of our total assets as of December 31, 2003.

As of the date of the indenture, all of our Subsidiaries were “Restricted Subsidiaries.” However, under the circumstances described under “— Certain Covenants — Designation of Unrestricted Subsidiaries,” we will be permitted to designate certain of our Subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture. Our Unrestricted Subsidiaries will not guarantee the new notes.

GNC will issue $215 million in aggregate principal amount of new notes in this offering. The indenture provides that GNC may issue additional notes from time to time after this offering in an unlimited principal amount without the consent of the holders of the notes. Any offering of additional notes is subject to compliance with the provisions of the indenture described below under “— Certain Covenants — Limitation on Indebtedness.” The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. GNC will issue notes in denominations of $1,000 and integral multiples of $1,000. The new notes will mature on December 1, 2010.

Interest on each new note will accrue from the last interest payment date on which interest was paid on the old note surrendered in exchange for the new note or, if no interest has been paid on such old note, from the date of the old note’s original issue, December 5, 2003, at a rate of 8 1/2% per annum. Interest on the new notes will be payable semi-annually in arrears on June 1 and December 1, beginning on December 1, 2004. GNC will make each interest payment to the holders of record of new notes on the immediately preceding May 15 and November 15. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

If a holder has given wire transfer instructions to GNC, GNC will pay all principal, interest and premium and Liquidated Damages, if any, on that holder’s new notes in accordance with those instructions. See “Book Entry, Delivery and Form — Same Day Settlement and Payment.” All other payments on new notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless GNC elects to make interest payments by check mailed to the holders at their address set forth in the register of holders.

The Trustee will initially act as paying agent and registrar. GNC may change the paying agent or registrar without prior notice to the holders of the new notes, and GNC or any of its Subsidiaries may act as paying agent or registrar.

A holder may transfer or exchange new notes in accordance with the indenture. The registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of new notes. Holders will be required to pay all taxes due on transfer. GNC is not required to transfer or exchange any new note selected for redemption. Also, GNC is not required to transfer or exchange any new note for a period of 15 days before a selection of new notes to be redeemed.

The registered holder of a new note will be treated as the owner of it for all purposes.

At any time prior to December 1, 2006, GNC may on any one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the indenture at a redemption price of 108.500% of the principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date with the Net Cash Proceeds of one or more Equity Offerings; provided that:


	(1) at least 65% of the aggregate principal amount of notes originally issued under the indenture remains outstanding immediately after the occurrence of such redemption (excluding notes held by GNC and its Subsidiaries); and

	(2) the redemption occurs within 60 days after the date of the closing of such Equity Offering.

Except pursuant to the preceding paragraph, the notes will not be redeemable at GNC’s option prior to December 1, 2007.

Upon not less than 30 nor more than 90 days’ notice, the notes are redeemable, at GNC’s option, in whole or in part, at any time and from time to time on and after December 1, 2007 and prior to maturity at the following redemption prices, expressed as a percentage of principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12-month period commencing on December 1 of the years set forth below:

In the event that less than all of the notes are redeemed pursuant to an optional redemption, selection of the notes for redemption will be made by the Trustee on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. No notes of $1,000 or less may be redeemed in part. Notices of redemption must be mailed by first-class mail at least 30, but not more than 90, days before the redemption date to each holder of notes to be redeemed at the holder’s registered address.

If any note is to be redeemed in part only, the notice of redemption that relates to such note must state the portion of the principal amount to be redeemed. A note in a principal amount equal to the unredeemed portion will be issued in the name of the holder upon cancellation of the original note. On and after the redemption date, interest will cease to accrue on notes or portions thereof called for redemption as long as GNC has deposited with the paying agent for the notes funds in satisfaction of the applicable redemption price pursuant to the indenture.

GNC is not required to make mandatory redemption or sinking fund payments with respect to the notes.


	(1) is unsecured Senior Subordinated Indebtedness of GNC;

	(2) is subordinated in right of payment, as set forth in the indenture, to the payment in full in cash when due of all existing and future Senior Indebtedness of GNC, including GNC’s obligations under the Senior Credit Facility;

	(3) ranks pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of GNC; and

	(4) is senior in right of payment to all existing and future Subordinated Obligations of GNC.

In the event that our secured creditors exercise their rights with respect to our pledged assets, the proceeds of the liquidation of those assets will first be applied to repay obligations secured by such assets before any unsecured Indebtedness, including the notes, is repaid.

Although the indenture contains limitations on the amount of additional Indebtedness which GNC may incur, under certain circumstances the amount of such indebtedness could be substantial, and such Indebtedness may be Senior Indebtedness. See “— Certain Covenants — Limitation on Indebtedness” below.

GNC may not pay principal of, premium, Liquidated Damages, if any, or interest on the notes or make any deposit pursuant to the provisions described under “— Defeasance” below (except in Permitted Junior Securities or from the trust described under “— Defeasance”) and may not otherwise purchase, redeem or otherwise retire any notes (collectively, “pay the notes”) if:


	(1) any Senior Indebtedness is not paid when due in cash; or

	(2) any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless (A) the default has been cured or waived and any such acceleration has been rescinded in writing or (B) such Senior Indebtedness has been paid in full in cash.

If any other default occurs under any Designated Senior Indebtedness that permits the holders thereof to declare such Indebtedness due and payable, GNC will not be permitted to pay the notes for a period (the “Payment Blockage Period”) beginning upon the receipt by the Trustee of written notice (a “Blockage Notice”) of such default from the Designated Senior Indebtedness Representative specifying an election to effect a Payment Blockage Period. This Payment Blockage Period will end on the earliest of:


	(1) written notice to the Trustee to terminate the period by the person who gave the Blockage Notice;

	(2) the discharge or repayment in full in cash of such Designated Senior Indebtedness;

	(3) the date on which the default giving rise to the Blockage Notice is no longer continuing; and

	(4) the date on which 179 days have passed following the delivery of the Blockage Notice.

Unless the maturity of the Designated Senior Indebtedness has been accelerated, GNC will be permitted to resume payments on the notes after the end of the Payment Blockage Period. Only one Blockage Notice may be given in a 360-day period, regardless of the number of defaults on the Designated Senior Indebtedness during that period. However, if a Blockage Notice is given by a holder of Designated Senior Indebtedness other than Bank Indebtedness during the 360-day period, a representative of Bank Indebtedness may give another Blockage Notice during the 360-day period. In no event, however, may the total number of days during which any Payment Blockage Period or Periods in the aggregate are in effect exceed 179 days during any 360 consecutive day period.

The holders of Senior Indebtedness are entitled to receive payment in full in cash of all obligations due in respect of Senior Indebtedness (including interest and fees after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Indebtedness) before the noteholders are entitled to receive any payment upon:


	(1) any payment or distribution of the assets of GNC upon a total or partial liquidation, dissolution, reorganization or similar proceeding relating to GNC; or

	(2) a bankruptcy, insolvency, receivership or similar proceeding relating to GNC.

Until the Senior Indebtedness is paid in full in cash, any payment or distribution to which the noteholders would be entitled, but for the subordination provisions of the indenture, will be made to the holders of the Senior Indebtedness. If a distribution is made to the noteholders that should not have been made to them as a result of these subordination provisions, the noteholders are required to hold such a distribution in trust for the holders of the Senior Indebtedness and promptly pay it over to them.

If payment of the notes is accelerated because of an Event of Default, GNC is required to promptly notify the holders of the Designated Senior Indebtedness. GNC is not permitted to pay the notes until five Business Days after such holders or the Representative of the Designated Senior Indebtedness receive notice of such acceleration. At that time, GNC may pay the notes only if the subordination provisions of the indenture otherwise permit payment at that time.

As a result of the subordination provisions in the indenture, creditors of GNC who are holders of Senior Indebtedness may recover more, ratably, than the noteholders in the event of insolvency.

Each Guarantor will unconditionally guarantee, jointly and severally, on an unsecured, senior subordinated basis, the full and prompt payment of principal of, premium and Liquidated Damages, if any, and interest on the new notes, and of all other obligations under the indenture.

Ranking. The indebtedness evidenced by each Note Guarantee, including the payment of principal of, premium and Liquidated Damages, if any, and interest on the new notes and other obligations with respect to the new notes, will be subordinated to all Guarantor Senior Indebtedness of such Guarantor on the same basis as the new notes are subordinated to Senior Indebtedness of GNC. Each Note Guarantee will in all respects rank pari passu with all other Guarantor Senior Subordinated Indebtedness of such Guarantor.

Although the indenture contains limitations on the amount of additional Indebtedness that GNC’s Restricted Subsidiaries may incur, under certain circumstances, the amount of such Indebtedness could be substantial, and such Indebtedness may be Guarantor Senior Indebtedness. See “— Certain Covenants — Limitation on Indebtedness” and “— Ranking.”

Limitation on Note Guarantee. The obligation of each Guarantor under its Note Guarantee is limited to the maximum amount as will not constitute a fraudulent conveyance or fraudulent transfer under federal or state law, after giving effect to:


	(1) all other contingent and fixed liabilities of the Guarantor, including any Guarantees under the Senior Credit Facility; and

	(2) any collections from or payments made by or on behalf of any other Guarantor with respect to the other Guarantor’s obligations under its Note Guarantee pursuant to its contribution obligations under the indenture.

Consolidation and Merger. Each Guarantor is permitted to consolidate or merge into or sell its assets to GNC or another Wholly Owned Subsidiary of GNC that is a Guarantor without limitation. Each Guarantor is permitted to consolidate with or merge into or sell all or substantially all of its assets to a corporation,


	(1) the provisions under the indenture, including the covenant described under “— Certain Covenants — Limitations on Sales of Assets,” are complied with; and

	(2) such Guarantor is released from all of its obligations under the indenture and its Note Guarantee; provided that termination of the Note Guarantee will only occur to the extent that the Guarantor’s obligations under the Senior Credit Facility and all of its Guarantees of any other Indebtedness of GNC also terminate.

Upon the occurrence of a Change of Control (as defined below), each holder will have the right to require GNC to repurchase all or any part of such holder’s notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of repurchase. GNC will not be obligated to purchase the notes, however, if it has exercised its right to redeem all of the notes as described under “— Optional Redemption.”

Unless GNC has exercised its right to redeem all the notes as described under “— Optional Redemption,” GNC is required, within 30 days following any Change of Control, or at GNC’s option, prior to such Change of Control but after the public announcement thereof, to mail a notice to each holder with a copy to the Trustee stating:


	(1) that a Change of Control has occurred or will occur and that such holder has, or upon such occurrence will have, the right to require GNC to purchase such holder’s notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase, and Liquidated Damages, if any, subject to the right of noteholders of record on a record date to receive interest on the relevant interest payment date;

	(2) the circumstances and relevant facts and financial information regarding such Change of Control;

	(3) the date of purchase, which will be no earlier than 30 days nor later than 90 days from the date such notice is mailed;

	(4) the instructions determined by GNC, consistent with this covenant, that a holder must follow in order to have its notes purchased; and

	(5) that, if such offer is made prior to such Change of Control, payment is conditioned on the occurrence of such Change of Control.

GNC will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, GNC will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant as a result of such compliance.

The Change of Control purchase feature is a result of negotiations between GNC and the initial purchasers of the notes. GNC has no present plans to engage in a transaction involving a Change of Control, although it is possible that GNC would decide to do so in the future. Subject to the limitations discussed below, GNC could, in the future, enter into certain transactions, including acquisitions, refinancings or recapitalizations, that would not constitute a Change of Control under the indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect GNC’s capital structure or credit ratings.

Prior to repurchasing any notes pursuant to this “Change of Control” covenant, but in any event within 90 days following a Change of Control, GNC will either repay all outstanding Senior Indebtedness and Guarantor Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing such

outstanding Senior Indebtedness and Guarantor Senior Indebtedness to permit the repurchase of notes required by this covenant. The occurrence of a Change of Control would constitute a default under the Senior Credit Agreement. Future Senior Indebtedness and Guarantor Senior Indebtedness may contain prohibitions of certain events which would constitute a Change of Control or require such Senior Indebtedness and Guarantor Senior Indebtedness to be repurchased upon a Change of Control. Moreover, the exercise by the holders of their right to require GNC to repurchase the notes could cause a default under such Senior Indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on GNC. Finally, GNC’s ability to pay cash to the holders upon a repurchase may be limited by GNC’s then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases. See “Risk Factors — Funding Change of Control Offer — We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.”

The Change of Control provisions described above may deter certain mergers, tender offers and other takeover attempts involving GNC by increasing the capital required to effectuate such transactions. The definition of “Change of Control” includes a disposition of all or substantially all of the property and assets of GNC and its Subsidiaries. With respect to the disposition of property or assets, the phrase “all or substantially all” as used in the indenture varies according to the facts and circumstances of the subject transaction, has no clearly established meaning under New York law and is subject to judicial interpretation. Accordingly, in certain circumstances there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of “all or substantially all” of the property or assets of a Person, and therefore it may be unclear as to whether a Change of Control has occurred and whether GNC is required to make an offer to repurchase the notes as described above.

GNC shall not, and shall not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that GNC and any Restricted Subsidiary of GNC that is a Guarantor may incur Indebtedness if, on the date of the Incurrence of such Indebtedness, the Consolidated Coverage Ratio would be greater than 2.0 to 1.0.

The first paragraph of this covenant will not prohibit the Incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):


	(1) the Incurrence by GNC and any Guarantor of additional Indebtedness and letters of credit under one or more Senior Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of GNC and its Subsidiaries thereunder) not to exceed the greater of (a) $400 million less the aggregate amount of all Net Cash Proceeds of Asset Dispositions applied by GNC or any of its Restricted Subsidiaries since the date of the indenture to permanently repay any term Indebtedness under a Senior Credit Facility or to permanently repay any revolving credit Indebtedness under a Senior Credit Facility and effect a corresponding commitment reduction thereunder pursuant to the covenant described below under the caption “— Certain Covenants — Limitation on Sales of Assets” and (b) the amount of the Borrowing Base as of the date of such Incurrence, in each case less the aggregate amount of all commitment reductions with respect to any revolving credit borrowings under a Senior Credit Facility that have been made by GNC or any of its Restricted Subsidiaries resulting from or relating to the formation of any Receivables Subsidiary or the consummation of any Qualified Receivables Transaction;

	(2) the Guarantee by GNC or any Guarantor of Indebtedness of GNC or a Restricted Subsidiary that was permitted to be Incurred by another provision of this covenant;


	(3) the Incurrence by GNC or any of its Restricted Subsidiaries of intercompany Indebtedness between or among GNC and any of its Restricted Subsidiaries; provided, however, that:


	(a) if GNC or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the notes, in the case of GNC, or the applicable Note Guarantee, in the case of a Guarantor; and

	(b) (i) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than GNC or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either GNC or a Restricted Subsidiary, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by GNC or such Restricted Subsidiary, as the case may be, that was not permitted by this clause;


	(4) the Incurrence by GNC and the Guarantors of Indebtedness represented by the notes and the related Note Guarantees;

	(5) the Incurrence by GNC and any Restricted Subsidiary of Indebtedness existing on the date of the indenture (other than the Mellon Letters of Credit);

	(6) the Incurrence by GNC or any of its Restricted Subsidiaries of Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be Incurred under the first paragraph of this covenant or clauses (2), (4), (5), (6), (7) or (14) of this paragraph;

	(7) the Incurrence by GNC or any Restricted Subsidiary of Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of design, construction or improvement of property, plant or equipment used in the business of GNC or a Restricted Subsidiary, in an aggregate principal amount, including all Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (7), not to exceed 2.5% of Consolidated Tangible Assets at any time outstanding measured at the time of Incurrence;

	(8) the Incurrence by GNC or any Restricted Subsidiary of Hedging Obligations that are Incurred in the ordinary course of business and not for speculative purposes;

	(9) the Incurrence by GNC or any Restricted Subsidiary of Indebtedness evidenced by letters of credit issued in the ordinary course of business of GNC to secure workers’ compensation and other insurance coverage;

	(10) the Incurrence by the Foreign Subsidiaries of Indebtedness if, at the time of Incurrence of such Indebtedness, and after giving effect thereto, the aggregate principal amount of all Indebtedness of the Foreign Subsidiaries Incurred pursuant to this clause (10) and then outstanding does not exceed the greater of (x) $30 million and (y) an amount equal to 50% of the consolidated book value of the inventories of the Foreign Subsidiaries measured at the time of Incurrence;

	(11) the Incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction that is without recourse to GNC or to any other Restricted Subsidiary of GNC or their assets (other than such Receivables Subsidiary and its assets and, as to GNC or any Restricted Subsidiary of GNC, other than pursuant to representations, warranties, covenants and indemnities customary for such transactions) and is not Guaranteed by any such Person;

	(12) the Incurrence by GNC or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, letters of credit (not supporting Indebtedness for borrowed money), bankers’ acceptances, performance and surety bonds in the ordinary course of business;

	(13) Indebtedness arising from agreements of GNC or a Restricted Subsidiary providing for indemnification, contribution, adjustment of purchase price, earn out or similar obligations, in each case, incurred or assumed in connection with the disposition of any business or assets of GNC or any


	Restricted Subsidiary or Capital Stock of a Restricted Subsidiary; provided that the maximum aggregate liability in respect of all such Indebtedness Incurred pursuant to this clause (13) shall at no time exceed the gross proceeds actually received by GNC and its Restricted Subsidiaries in connection with such dispositions; and

	(14) the Incurrence by GNC or any Restricted Subsidiary of Indebtedness, which may include Bank Indebtedness, in an aggregate principal amount not to exceed $35 million outstanding at any one time.

For purposes of determining compliance with this “Limitation on Indebtedness” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above, or is entitled to be Incurred pursuant to the first paragraph of this covenant, GNC will be permitted to classify such item of Indebtedness on the date of its Incurrence, or later reclassify, all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness outstanding under Senior Credit Facilities and under the Mellon Letters of Credit on the date on which notes are first issued and authenticated under the indenture are initially deemed to have been Incurred in reliance on the exception provided by clause (1) of the definition of Permitted Debt. In addition, for purposes of determining compliance with this “Limitation on Indebtedness” covenant, the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant; provided that the amount thereof shall be included in Consolidated Interest Expense of GNC as accrued.

GNC will not permit any Unrestricted Subsidiary to Incur any Indebtedness other than Non-Recourse Debt. However, if any such Indebtedness ceases to be Non-Recourse Debt, then such event shall constitute an Incurrence of Indebtedness by GNC or a Restricted Subsidiary.

GNC will not Incur any Indebtedness that is contractually subordinate in right of payment to any Senior Indebtedness, unless such Indebtedness is Senior Subordinated Indebtedness or is subordinated in right of payment to Senior Subordinated Indebtedness by contract.

In addition, no Guarantor will Incur any Indebtedness that is contractually subordinate in right of payment to any Guarantor Senior Indebtedness, unless such Indebtedness is Guarantor Senior Subordinated Indebtedness of such Guarantor, or is subordinated in right of payment to Guarantor Senior Subordinated Indebtedness by contract.

Unsecured Indebtedness is not considered subordinate to Secured Indebtedness merely because it is unsecured, and Indebtedness that is not Guaranteed by a particular person is not deemed to be subordinate to Indebtedness that is so guaranteed, merely because it is not Guaranteed. No Indebtedness will be considered to be senior by virtue of being secured on a first or junior priority basis.

(A) GNC shall not, and shall not permit any Restricted Subsidiary to, take any of the following actions:


	(1) declare or pay any dividend or make any other payment or distribution on account of GNC’s or any of its Restricted Subsidiaries’ Capital Stock (including, without limitation, any payment in connection with any merger or consolidation involving GNC or any of its Restricted Subsidiaries) or to the direct or indirect holders of GNC’s or any of its Restricted Subsidiaries’ Capital Stock in their capacity as such (other than dividends or distributions payable in Capital Stock (other than Disqualified Stock) of GNC or to GNC or a Restricted Subsidiary of GNC and other than payments of dividends on, and mandatory repurchases at Stated Maturity of, Disqualified Stock that was issued after the date of the indenture in compliance with the covenant described under “— Limitation on Indebtedness”);

	(2) purchase, redeem, retire or otherwise acquire for value (including, without limitation, in connection with any merger or consolidation involving GNC) any Capital Stock of GNC, of any direct or


	indirect parent of GNC or of any Restricted Subsidiary held by Persons other than GNC or another Restricted Subsidiary;

	(3) purchase, repurchase, redeem, defease or otherwise acquire or retire for value any Subordinated Obligation before scheduled maturity, scheduled repayment or scheduled sinking fund payment; provided that this restriction does not apply to a purchase, repurchase, redemption or other acquisition made in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase, redemption or acquisition; or

	(4) make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),


	(1) a Default occurs and continues to occur or would result therefrom;

	(2) GNC could not Incur at least $1.00 of additional Indebtedness under the first paragraph of the covenant described under “— Limitation on Indebtedness;” or

	(3) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made after the date of the indenture (excluding Restricted Payments permitted by clauses (1), (2), (3), (5), and (6) of paragraph (B) below) would exceed, without duplication, the sum of:


	(a) 50% of the Consolidated Net Income of GNC accrued during the period, treated as one accounting period, from the beginning of the first fiscal quarter commencing after the date of the indenture to the end of the most recent fiscal quarter ending before the date of such Restricted Payment for which consolidated financial statements of GNC are available, or, if such Consolidated Net Income is a deficit, then minus 100% of such deficit;

	(b) 100% of the aggregate Net Cash Proceeds received by GNC since the date of the indenture as a contribution to its common equity capital or from the issue or sale of Capital Stock of GNC (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of GNC that have been converted into or exchanged for such Capital Stock (other than Capital Stock (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary of GNC), less the amount of any such Net Cash Proceeds that are utilized for an Investment pursuant to clause (13) of the definition of “Permitted Investments;”

	(c) in the case of the disposition or repayment of any Investment constituting a Restricted Investment, without duplication of any amount deducted in calculating the amount of Investments at any time outstanding included in the amount of Restricted Payments, an amount equal to the lesser of the return of capital or similar repayment with respect to such Investment, or the initial amount of such Investment, in either case, less the cost of the disposition of such Investment;

	(d) to the extent that any Unrestricted Subsidiary of GNC designated as such after the date of the indenture is redesignated as a Restricted Subsidiary after the date of the indenture, the lesser of (i) the fair market value of GNC’s Investment in such Subsidiary as of the date of such redesignation or (ii) such fair market value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of the indenture; and

	(e) 50% of any dividends received by GNC or a Guarantor after the date of the indenture from an Unrestricted Subsidiary of GNC, to the extent that such dividends were not otherwise included in the Consolidated Net Income of GNC for such period.

(B) The provisions of paragraph (A) above will not prohibit the following actions:

(1) any purchase, redemption, repurchase, defeasance, retirement or other acquisition of Capital Stock of GNC or Subordinated Obligations made by exchange, including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares, for, or out of the proceeds of the substantially concurrent sale of, Capital


	Stock of GNC, other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or other trust established by GNC or any of its Subsidiaries; provided that the Net Cash Proceeds or reduction of Indebtedness from such sale or exchange will be excluded in subsequent calculations of the amount of Restricted Payments;

	(2) any purchase, redemption, repurchase, defeasance, retirement or other acquisition of Subordinated Obligations made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations of GNC that is permitted to be Incurred by the covenant described under “— Limitation on Indebtedness;”

	(3) any purchase, redemption, repurchase, defeasance, retirement or other acquisition of Subordinated Obligations from Net Available Cash to the extent permitted by the covenant described under “— Limitation on Sales of Assets;”

	(4) payment of dividends within 60 days after the date of declaration of such dividends, if at the date of declaration such dividend would have complied with paragraph (A) above;

	(5) any purchase or redemption of any shares of Capital Stock of GNC from employees or former employees of GNC and its Restricted Subsidiaries pursuant to the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management or in connection with the termination of employment in an aggregate amount after the date of the indenture not in excess of $5 million in any fiscal year, plus any unused amounts under this clause from prior fiscal years;

	(6) the payment of any dividend by a Restricted Subsidiary to the holders of all of its common equity interests on a pro rata basis;

	(7) any payments to the Permitted Holder made in connection with, and substantially concurrent with the closing of, the Acquisition by GNC and its Restricted Subsidiaries;

	(8) any Permitted Payments to Parent;

	(9) Restricted Payments not to exceed $50 million in the aggregate since the date of the indenture; provided that no more than $25 million of such Restricted Payments are made in any calendar year; provided further that, after giving pro forma effect to any such Restricted Payment, GNC would have had a Leverage Ratio of less than 2.5 to 1.00; and

	(10) Restricted Payments not to exceed $35 million in the aggregate since the date of the indenture.

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by GNC or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors whose resolution with respect thereto will be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $20 million.

The Board of Directors of GNC may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event will a Subsidiary of GNC that owns or holds the right to use, license or sublicense the “GNC” brand be designated as an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by GNC and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described under “— Limitation on Restricted Payments” or under one or more clauses of the definition of Permitted Investments, as determined by GNC. That designation will only be permitted if the Investment would be permitted at that

Any designation of a Subsidiary of GNC as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described under “— Limitation on Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of GNC as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under the covenant described under “— Limitation on Indebtedness,” GNC will be in default of such covenant. The Board of Directors of GNC may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of GNC; provided that such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of GNC of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under “— Limitation on Indebtedness,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Neither GNC nor any Restricted Subsidiary will create or otherwise cause or permit to exist any consensual restriction on the ability of any Restricted Subsidiary to take the following actions:


	(1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to GNC or any of its Restricted Subsidiaries;

	(2) make any loans or advances to GNC or any of its Restricted Subsidiaries; or

	(3) transfer any of its property or assets to GNC or any of its Restricted Subsidiaries.


	(1) the Senior Credit Facility and any agreements governing Indebtedness existing on the date of the indenture, in each case, as in effect on the date of the indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the indenture;

	(2) the indenture, the notes and the Note Guarantees;

	(3) any restriction with respect to a Restricted Subsidiary that is either:


	(a) pursuant to an agreement relating to any Indebtedness (i) Incurred by a Restricted Subsidiary before the date on which such Restricted Subsidiary was acquired by GNC, or (ii) of another Person that is assumed by GNC or a Restricted Subsidiary in connection with the acquisition of assets from, or merger or consolidation with, such Person and is outstanding on the date of such acquisition, merger or consolidation; provided that any restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to Indebtedness Incurred either as consideration in, or for the provision of any portion of the funds or credit support used to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by GNC, or such acquisition of assets, merger or consolidation shall not be permitted pursuant to this clause (a); or

	(b) pursuant to any agreement, not relating to any Indebtedness, existing when a Person becomes a Subsidiary of GNC or acquired by GNC or any of its Subsidiaries, that, in each case, is

not created in contemplation of such Person becoming such a Subsidiary or such acquisition (it being understood for purposes of this clause (b) that if another Person is the Successor Company, any Subsidiary or agreement thereof shall be deemed acquired or assumed by GNC when such Person becomes the Successor Company), and, in the case of clause (a) and (b), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the properties or assets of the Person, so acquired;


	(4) any restriction with respect to a Restricted Subsidiary pursuant to an agreement (a “Refinancing Agreement”) that effects a refinancing, extension, renewal or replacement of Indebtedness under an agreement referred to in this covenant (an “Initial Agreement”) or contained in any amendment to an Initial Agreement; provided that the restrictions contained in any such Refinancing Agreement or amendment are not materially more restrictive, taken as a whole, than the restrictions contained in the Initial Agreement or Agreements to which such Refinancing Agreement or amendment relates;

	(5) any restriction that is a customary restriction on subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or on the assignment or transfer of any lease, license or other contract;

	(6) any restriction by virtue of a transfer, agreement to transfer, option, right, or Lien with respect to any property or assets of GNC or any Restricted Subsidiary not otherwise prohibited by the indenture;

	(7) any restriction contained in mortgages, pledges or other agreements securing Indebtedness of GNC or a Restricted Subsidiary to the extent such restriction restricts the transfer of the property subject to such mortgages, pledges or other security agreements;

	(8) any restriction with respect to a Restricted Subsidiary, or any of its property or assets, imposed pursuant to an agreement for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary, or the property or assets that are subject to such restriction, pending the closing of such sale or disposition;

	(9) any restriction existing by reason of applicable law, rule, regulation or order;

	(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of GNC’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;

	(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

	(12) restrictions existing under Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary; or

	(13) restrictions contained in Indebtedness incurred by a Foreign Subsidiary pursuant to clause (10) of the second paragraph of the covenant entitled “— Limitation on Indebtedness;” provided that such restrictions relate only to one or more Foreign Subsidiaries.

Neither GNC nor any Restricted Subsidiary shall make any Asset Disposition unless:

(1) GNC or such Restricted Subsidiary receives consideration, including relief from, or the assumption of another Person for, any liabilities, contingent or otherwise, at the time of such Asset Disposition at least equal to the fair market value of the shares and assets subject to such Asset Disposition. The Board of Directors shall determine the fair market value, and their determination shall be conclusive, including as to the value of all non-cash consideration;


	(2) at least 75% of the consideration for any Asset Disposition received by GNC or such Restricted Subsidiary is in the form of cash. For the purposes of this covenant, the following are deemed to be cash:


	(a) Cash Equivalents;

	(b) the assumption of Indebtedness of GNC, other than Disqualified Stock of GNC, or any Restricted Subsidiary and the release of GNC or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition;

	(c) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that GNC and each other Restricted Subsidiary is released from any Guarantee, or is the beneficiary of any indemnity with respect to such Indebtedness which is secured by any letter of credit or Cash Equivalents, of such Indebtedness in connection with such Asset Disposition;

	(d) securities received by GNC or any Restricted Subsidiary from the transferee that are converted by GNC or such Restricted Subsidiary into cash within 60 days after the Asset Disposition;

	(e) an amount equal to the fair market value of Indebtedness of GNC or any Restricted Subsidiary received by GNC or a Restricted Subsidiary as consideration for any Asset Disposition, determined at the time of receipt of such Indebtedness by GNC or such Restricted Subsidiary; and

	(f) consideration consisting of Additional Assets;


	(3) GNC or such Restricted Subsidiary applies an amount equal to 100% of the Net Available Cash from such Asset Disposition in the following manner:


	(a) to the extent GNC elects, or is required by the terms of any Senior Indebtedness or Indebtedness, other than Preferred Stock, to prepay, repay or purchase Senior Indebtedness or such Indebtedness, in each case other than the Indebtedness owed to GNC or a Restricted Subsidiary, within 365 days after the date of such Asset Disposition;

	(b) to the extent of the balance of Net Available Cash, to the extent GNC or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by GNC or another Restricted Subsidiary) within 365 days from the date of such Asset Disposition, or, if such reinvestment in Additional Assets is a project that is authorized by the Board of Directors within such 365-day period, within 455 days from the date of such Asset Disposition;

	(c) to the extent of the balance of such Net Available Cash remaining after application pursuant to clauses (a) or (b) above (the “Excess Proceeds”), to make an offer to purchase notes at a price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the purchase date, and, to the extent required by the terms thereof, any other Senior Subordinated Indebtedness subject to the agreements governing such other Indebtedness at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date and liquidated damages, if any; and

	(d) to the extent of the balance of such Excess Proceeds after application pursuant to clauses (a), (b) or (c) above for any purpose not prohibited by the indenture.

However, in connection with any prepayments, repayment or purchase of revolving credit Indebtedness pursuant to clauses (a) and (c) above, GNC or such Restricted Subsidiary will cause the related loan commitment, if any, to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased.

Pending the final application of any Net Available Cash, GNC may temporarily reduce revolving credit borrowings or otherwise invest the Net Available Cash in any manner that is not prohibited by the indenture.

The provisions of this covenant do not require GNC or the Restricted Subsidiaries to apply any Net Available Cash in accordance with this covenant, except to the extent that the aggregate Net Available Cash from all Asset Dispositions that is not applied in accordance with this covenant exceeds $15 million.

To the extent that the aggregate principal amount of the notes and other Senior Subordinated Indebtedness tendered pursuant to an offer to purchase made in accordance with the third clause above exceeds the amount of Excess Proceeds, the Trustee will select the notes and Senior Subordinated Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount thereof surrendered in such offer to purchase; provided that when such offer to purchase is complete, the amount of Excess Proceeds shall be reset to zero.

GNC will comply with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to this covenant, in each case, to the extent applicable. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, GNC will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant as a result of such compliance.

The Senior Credit Agreement will restrict GNC from purchasing any notes, and also provides that certain Asset Disposition events would constitute a default under such agreement. Any future credit agreements or other agreements relating to senior indebtedness to which GNC or any of its Restricted Subsidiaries becomes a party may contain similar restrictions and provisions. In the event an Asset Disposition resulting in Excess Proceeds occurs at a time when GNC is prohibited from purchasing notes, GNC could seek the consent of its senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If GNC does not obtain such a consent or repay such borrowings, GNC will remain prohibited from purchasing notes. In such case, GNC’s failure to purchase tendered notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under such senior indebtedness. In such circumstances, the subordination provisions in the indenture would likely restrict payments to the holders of notes.

Neither GNC nor any of its Restricted Subsidiaries will engage in any transaction or series of transactions, including the purchase, sale, lease or exchange of any property or the rendering of any service with any Affiliate of GNC (an “Affiliate Transaction”) on terms that:


	(1) taken as a whole are less favorable to GNC or such Restricted Subsidiary than the terms that could be obtained at the time of such transaction in arm’s-length dealings with a nonaffiliate; and

	(2) in the event such Affiliate Transaction involves an aggregate amount in excess of $15 million, is not in writing and has not been approved by a majority of the members of the Board of Directors having no material personal financial interest in such Affiliate Transaction. If there are no such Board members, then GNC must obtain a Fairness Opinion. A Fairness Opinion means an opinion from an independent investment banking firm, accounting firm or appraiser of national standing which indicates that the terms of such transaction are fair to GNC or such Restricted Subsidiary from a financial point of view.

In addition, any transaction involving aggregate payments or other transfers by GNC and its Restricted Subsidiaries in excess of $30 million will also require a Fairness Opinion.

The provisions of the paragraphs above shall not prohibit the following actions:


	(1) any Restricted Payment permitted by the covenant described under “— Limitation on Restricted Payments” or any Permitted Investment;

	(2) the performance of the obligations of GNC or a Restricted Subsidiary under any employment contract, collective bargaining agreement, service agreement, employee benefit plan, related trust agreement, severance agreement or any other similar arrangement entered into in the ordinary course of business;


	(3) payment of compensation, performance of indemnification or contribution obligations in the ordinary course of business;

	(4) any issuance, grant or award of stock, options or other securities, to employees, officers or directors;

	(5) any transaction between GNC and a Restricted Subsidiary or between Restricted Subsidiaries or any transaction between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment;

	(6) any other transaction arising out of agreements existing on the date of the indenture and described in the “Certain Relationships and Related Party Transactions” section of the Offering Memorandum;

	(7) transactions with suppliers or other purchasers or sellers of goods or services, in each case in the ordinary course of business and on terms no less favorable to GNC or the Restricted Subsidiary than those that could be obtained at such time in arm’s-length dealings with a nonaffiliate;

	(8) the payment of rent due under the Master Lease, dated as of March 23, 1999, between Gustine Sixth Avenue Associates, Ltd. and General Nutrition, Incorporated, as in effect on the date of the indenture or as amended in compliance with the provisions of this covenant; and

	(9) so long as no Default has occurred and is continuing, (a) payment of annual management fees to the Permitted Holder in an aggregate amount not to exceed, during any consecutive 12-month period, $1.5 million, (b) the payment of fees to the Permitted Holder for financial advisory and investment banking services rendered to GNC and its Restricted Subsidiaries in connection with acquisitions, securities offerings and other financings and similar significant corporate transactions in customary and reasonable amounts for such transactions, and (c) reimbursement of reasonable out-of-pocket expenses incurred by the Permitted Holder in connection with the services described in clauses (a) and (b) above; provided that the foregoing payments and reimbursements are subordinated to the notes to the same extent as the notes are subordinated to Designated Senior Indebtedness; provided further that if any such Default prevents the payment of any such fees, GNC may pay such deferred fees at the time such Default is cured or waived.

GNC will not sell any shares of Preferred Stock of a Restricted Subsidiary, and will not permit any Restricted Subsidiary to issue or sell any shares of its Preferred Stock to any Person, other than to GNC or a Restricted Subsidiary.

Neither GNC nor any Restricted Subsidiary will create or permit to exist any Lien, other than Permitted Liens, on any of its property or assets, including Capital Stock, whether owned on the date of the indenture or thereafter acquired, securing any Indebtedness that is not Senior Indebtedness (the “Initial Lien”), unless at the same time effective provision is made to secure the obligations due under the indenture and the notes equally and ratably with such obligation for so long as such obligation is secured by such Initial Lien.

Any such Lien created in favor of the notes will be automatically and unconditionally released and discharged upon:


	(1) the release and discharge of the Initial Lien to which it relates; or

	(2) any sale, exchange or transfer to a non-affiliate of GNC of the property or assets secured by such Initial Lien, or of all of the Capital Stock held by GNC or any Restricted Subsidiary, or all or substantially all of the assets of any Restricted Subsidiary creating such Lien.

Whether or not required by the SEC’s rules and regulations, so long as any notes are outstanding, GNC will furnish to the holders of notes, within the time periods specified in the SEC’s rules and regulations:


	(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if GNC were required to file such reports; and

	(2) all current reports that would be required to be filed with the SEC on Form 8-K if GNC were required to file such reports.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on GNC’s consolidated financial statements by GNC’s certified independent accountants. In addition, following the consummation of the exchange offer contemplated by the registration rights agreement, GNC will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.

If, at any time after consummation of the exchange offer contemplated by the registration rights agreement, GNC is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, GNC will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. GNC agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept GNC’s filings for any reason, GNC will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if GNC were required to file those reports with the SEC.

In addition, GNC and the Guarantors agree that, for so long as any notes remain outstanding, at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d) (4) under the Securities Act.

If GNC or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of the indenture, then that newly acquired or created Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel within 10 Business Days of the date on which it was acquired or created; provided, however, that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary.

GNC will not, in a single transaction or a series of related transactions, consolidate with or merge with or into, or convey or transfer all or substantially all its assets to, any Person, unless:


	(1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

	(2) the Successor Company, if not GNC, will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of GNC under the notes, the indenture and the registration rights agreement;

	(3) immediately after giving effect to such transaction or series of transactions no Default or Event of Default exists;


	(4) GNC or the Successor Company, if GNC is not the continuing obligor under the indenture, will, at the time of such transaction or series of transactions and after giving pro forma effect thereto as if such transaction or series of transactions had occurred at the beginning of the applicable four-quarter period, be permitted to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of “— Limitation on Indebtedness;” and

	(5) GNC will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture, if any, comply with the indenture; provided that:


	(a) in giving such opinion such counsel may rely on such Officer’s Certificate as to any matters of fact, including without limitation as to compliance with the foregoing clauses; and

	(b) no Opinion of Counsel will be required for a consolidation, merger or transfer described in the last paragraph of this covenant.

In addition, GNC may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

The Successor Company will be substituted for, and may exercise every right and power of, GNC under the indenture. Thereafter, GNC (if it is not the Successor Company) will be relieved of all obligations and covenants under the indenture, except that, in the case of a conveyance or transfer of less than all its assets, GNC will not be released from the obligation to pay the principal of and interest on the notes.

The provisions of this covenant do not prohibit any Restricted Subsidiary from consolidating with, merging into or transferring all or part of its properties and assets to GNC. Additionally, GNC may merge with an Affiliate incorporated or organized for the purpose of reincorporating or reorganizing GNC in another jurisdiction to realize tax or other benefits.


	(1) a default in any payment of interest on, or Liquidated Damages, if any, with respect to, any note when due, whether or not such payment is prohibited by the provisions described under “— Ranking” above, continued for 30 days;

	(2) a default in the payment of principal of, or premium, if any, on any note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, whether or not such payment is prohibited by the provisions described under “— Ranking” above;

	(3) the failure by GNC or any of its Restricted Subsidiaries to comply with its obligations under the covenant described under “— Certain Covenants — Merger and Consolidation” above;

	(4) the failure by GNC or any of its Restricted Subsidiaries to comply for 30 days after written notice from the Trustee or the holders of at least 25% in principal amount of the outstanding notes with any of its obligations under the covenants described under “— Change of Control” or “— Certain Covenants — Limitation on Indebtedness,” “— Certain Covenants — Limitation on Restricted Payments,” or “— Certain Covenants — Limitation on Sales of Assets” above, in each case, other than a failure to purchase notes;

	(5) the failure by GNC or any of its Restricted Subsidiaries to comply with its other agreements contained in the notes or the indenture for 60 days after written notice from the Trustee or the holders of at least 25% in principal amount of the outstanding notes;

	(6) the failure by GNC or any Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default if the total amount of such Indebtedness unpaid or accelerated exceeds $20 million (the “Cross Acceleration Provision”);


	(7) events of bankruptcy, insolvency or reorganization of GNC or a Significant Subsidiary (the “Bankruptcy Provisions”);

	(8) the rendering of any judgment or decree for the payment of money in an amount, net of any insurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful, in excess of $20 million against GNC or a Significant Subsidiary that is not discharged, bonded or insured by a third Person if either an enforcement proceeding thereon is commenced, or such judgment or decree remains outstanding for a period of 90 days and is not discharged, waived or stayed (the “Judgment Default Provision”); or

	(9) the failure of any Guarantee of the notes by a Guarantor that is a Significant Subsidiary to be in full force, except as contemplated by the terms thereof or of the indenture, or the denial in writing by any such Guarantor of its obligations under the indenture or any such Guarantee if such Default continues for 10 days.

The events listed above will constitute Events of Default regardless of their reasons, whether voluntary or involuntary or whether effected by operation of law or pursuant to any judgment, decree, order, rule or regulation of any administrative or governmental body.

If an Event of Default, other than a Default relating to certain events of bankruptcy, insolvency or reorganization of GNC, occurs and is continuing, either the Trustee, by notice to GNC, or the holders of at least a majority in principal amount of the outstanding notes, by notice to GNC and the Trustee, may declare the principal of and accrued but unpaid interest on all of such notes to be due and payable.

Upon such a declaration, such principal and interest will be due and payable immediately; provided that so long as any Designated Senior Indebtedness is outstanding, such acceleration will not be effective until the earlier of (1) the acceleration of such Designated Senior Indebtedness and (2) five Business Days after the holders of such Designated Senior Indebtedness or the Representative thereof receive notice from GNC of the acceleration with respect to the payment of the notes. If an Event of Default relating to events of bankruptcy, insolvency or reorganization of GNC occurs and is continuing, the notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder. Under certain circumstances, the holders of a majority in principal amount of the outstanding notes may rescind any such acceleration with respect to the notes and its consequences.

Subject to the provisions of the indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders, unless such holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium and Liquidated Damages, if any, or interest when due, no holder may pursue any remedy with respect to the indenture or the notes unless:


	(1) such holder has previously given the Trustee notice that an Event of Default is continuing;

	(2) holders of at least 25% in principal amount of the outstanding notes have requested the Trustee to pursue the remedy;

	(3) such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

	(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

	(5) the holders of a majority in principal amount of the applicable notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of the notes outstanding are given the right to direct the time, method and place of conducting any proceeding for any remedy available to


	(1) conflicts with law or the indenture;

	(2) the Trustee determines is unduly prejudicial to the rights of any other holder; or

	(3) would involve the Trustee in personal liability.

Before taking any action under the indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

The indenture provides that if a Default occurs and is continuing and is known to the Trustee, the Trustee must mail to each holder notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of, premium and Liquidated Damages, if any, or interest on any note, the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the interests of the noteholders. In addition, GNC is required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default or Event of Default that occurred during the previous year. GNC also is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute a Default, its status and what action GNC is taking or proposes to take in respect thereof.

No director, officer, employee, incorporator or stockholder of GNC or any Guarantor, as such, will have any liability for any obligations of GNC or any Guarantor under the notes, the indenture, the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Subject to certain exceptions, the indenture or the notes may be amended or supplemented with the consent of the holders of a majority in principal amount of the notes then outstanding. Additionally, any past default on any provisions may be waived with the consent of the holders of a majority in principal amount of the notes then outstanding. However, without the consent of each holder, no amendment, supplement or waiver may, among other things:


	(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

	(2) reduce the rate of or extend the time for payment of interest on any note;

	(3) reduce the principal amount of or extend the Stated Maturity of any note;

	(4) reduce the premium payable upon the redemption or repurchase of any note or change the time at which any note may be redeemed as described under “— Optional Redemption” above;

	(5) make any note payable in money other than that stated in the note;

	(6) make any change to the subordination provisions of the indenture that adversely affects the rights of any holder;

	(7) make any change in the provisions of the indenture relating to the rights of holders of, notes to receive payment of principal of, and interest, premium or Liquidated Damages on, the notes on or after the respective due dates expressed in the notes or impair the rights of any holder of notes to sue for the enforcement of any payment of principal of, or interest, premium or Liquidated Damages on, such holder’s notes on or after the respective due dates;


	(8) release any Guarantor from any of its obligations under its Note Guarantee or the indenture, except in accordance with the terms of the indenture; or

	(9) make any change in the amendment provisions that require each holder’s consent or in the waiver provisions.

Without the consent of any holder, GNC, the Guarantors and the Trustee may amend or supplement the indenture or notes in the following manner:


	(1) to cure any ambiguity, omission, defect or inconsistency;

	(2) to provide for the assumption by a successor corporation of the obligations of GNC under the indenture;

	(3) to provide for uncertificated notes in addition to or in place of certificated notes; provided, however, that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163 (f) (2) (B) of the Code;

	(4) to add Guarantees with respect to the notes, to secure the notes, to add to the covenants of GNC for the benefit of the noteholders or to surrender any right or power conferred upon GNC;

	(5) to make any change that does not adversely affect the rights of any holder;

	(6) to comply with any requirement of the SEC in connection with the qualification of the indenture under the TIA; or

	(7) to conform the text of the indenture, the Note Guarantees or the notes to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the indenture, the Note Guarantees or the notes.

However, no amendment may be made to the subordination provisions of the indenture that adversely affects the rights of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness, or any group or representative thereof authorized to give a consent, consent to such change.

The consent of the noteholders is not necessary under the indenture to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. After an amendment, supplement or waiver under the indenture becomes effective, GNC is required to mail to the applicable noteholders a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all such noteholders, or any defect in such notice, will not impair or affect the validity of the amendment, supplement or waiver.

GNC at any time may terminate all its obligations and the obligations of the Guarantors under the notes and the indenture (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of the notes. GNC at any time may terminate its obligations and the obligations of the Guarantors under the covenants described under “— Certain Covenants” (other than under “— Certain Covenants — Merger and Consolidation” except as set forth below), the operation of the Cross-Acceleration Provision, the Bankruptcy Provisions with respect to Significant Subsidiaries and the Judgment Default Provision described under “— Defaults” above and the limitations contained in the third and fourth clauses under “— Certain Covenants — Merger and Consolidation” above (“covenant defeasance”).

GNC may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If GNC exercises its legal defeasance option, payment of the notes may not be accelerated because of an Event of Default. If GNC exercises its covenant defeasance option, payment of the notes may not be accelerated because of an Event of Default specified in clauses four, five, six, seven, but only with

Either defeasance option may be exercised before any redemption date or the maturity date for the notes. In order to exercise either defeasance option, GNC must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money or Government Obligations, or a combination thereof, for the payment of principal of, and premium and Liquidated Damages, if any, and interest on, the applicable notes to redemption or maturity, as the case may be. Additionally, GNC must comply with other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that holders of the notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax in the same amount and in the same manner and times as would have been the case if such deposit and defeasance had not occurred. In the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or other change in applicable federal income tax law since the date of the indenture.

U.S. Bank National Association will serve as the Trustee for the notes. The Trustee has been appointed by GNC as Registrar and Paying Agent with regard to the notes.

Both the indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York. Principles of conflicts of law will not apply to the extent that such principles would require the application of the law of another jurisdiction.

Anyone who receives this prospectus may obtain a copy of the indenture without charge by writing to General Nutrition Centers, Inc., 300 Sixth Avenue, Pittsburgh, Pennsylvania 15222; Attention: Secretary.

Old notes that are issued in the form of one or more global certificates will be exchanged for new notes, issued in the form of one or more global certificates, known as “global notes.” Except as described below, the new notes will be initially represented by one or more global notes in fully registered form without interest coupons. The global notes will be deposited with, or on behalf of DTC, and registered in the name of Cede & Co., as nominee of DTC, or will remain in the custody of the trustee pursuant to the FAST Balance Certificate Agreement between DTC and the trustee.

Except as set forth below, the global notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the global notes may not be exchanged for definitive notes in registered certificated form (“certificated notes”) except in the limited circumstances described below. See “— Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form. In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. GNC takes no responsibility for these

DTC has advised GNC that DTC is a limited-purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within meaning of the Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants.


	(1) upon deposit of the global notes, DTC will credit the accounts of the Participants designated by the initial purchasers with portions of the principal amount of the global notes; and

	(2) ownership of these interests in the global notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the global notes).

Investors in the global notes who are Participants may hold their interests therein directly through DTC. Investors in the global notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants. Euroclear and Clearstream will hold interests in the global notes on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositories, which are Euroclear Bank S.A./N.V., as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a global note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a global note to such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a global note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the global notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “holders” thereof under the indenture for any purpose.

Payments in respect of the principal of, and interest and premium, if any, and Liquidated Damages, if any, on, a global note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, GNC and the Trustee will treat the Persons in whose names the notes, including the global notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither GNC, the Trustee nor any agent of GNC or the Trustee has or will have any responsibility or liability for:


	(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the global notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the global notes; or


	(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised GNC that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or GNC. Neither GNC nor the Trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and GNC and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between the Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised GNC that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the global notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the global notes for legended notes in certificated form, and to distribute such notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the global notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of GNC, the Trustee and any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.


	(1) DTC (a) notifies GNC that it is unwilling or unable to continue as depositary for the global notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, GNC fails to appoint a successor depositary;

	(2) GNC, at its option, notifies the Trustee in writing that it elects to cause the issuance of the certificated notes; or

	(3) there has occurred and is continuing a Default or Event of Default with respect to the notes.

In addition, beneficial interests in a global note may be exchanged for certificated notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the indenture. In all cases, certificated notes delivered in exchange for any global note or beneficial interests in global notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Certificated notes may not be exchanged for beneficial interests in any global note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the indenture).

GNC will make payments in respect of the notes represented by the global notes (including principal, premium, if any, interest and Liquidated Damages, if any) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. GNC will make all payments of principal, interest and premium, if any, and Liquidated Damages, if any, with respect to certificated notes by wire transfer of immediately available funds to the accounts specified by the holders of the certificated notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The notes represented by the global notes are expected to be eligible to trade in The PORTAL^SM Market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. GNC expects that secondary trading in any certificated notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a global note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a Business Day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised GNC that cash received in Euroclear or Clearstream as a result of sales of interests in a global note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the Business Day for Euroclear or Clearstream following DTC’s settlement date.

“Acquisition” means the acquisition of General Nutrition Companies, Inc. pursuant to the Acquisition Agreement.

“Acquisition Agreement” means the Purchase Agreement, dated October 16, 2003, among Royal Numico N.V., Numico USA, Inc. and Apollo GNC Holding, Inc., as in effect on the date of the indenture.


	(l) any property or assets (other than Indebtedness and Capital Stock) to be used by GNC or a Restricted Subsidiary in a Related Business;

	(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by GNC or another Restricted Subsidiary; provided that such Restricted Subsidiary is primarily engaged in a Related Business;

	(3) Capital Stock of any Person that at such time is a Restricted Subsidiary, acquired from a third party; provided that such Restricted Subsidiary is primarily engaged in a Related Business; and

	(4) Capital Stock or Indebtedness of any Person which is primarily engaged in a Related Business; provided, however, for purposes of the covenant described under “— Certain Covenants — Limitation on Sales of Assets,” the aggregate amount of Net Available Cash permitted to be invested pursuant to this clause (4) shall not exceed at any one time outstanding 2.5% of Consolidated Tangible Assets.

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. No Person (other than GNC or any Subsidiary of GNC) in whom a Receivables Subsidiary makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of GNC or any of its Subsidiaries solely by reason of such Investment.

“Apollo” means Apollo Management V, L.P. and its Affiliates or any entity controlled thereby or any of the partners thereof.

“Asset Disposition” means any sale, lease, transfer or other disposition of shares of Capital Stock of a Restricted Subsidiary, other than directors’ qualifying shares, property or other assets, each referred to for the purposes of this definition as a “disposition,” by GNC or any of its Restricted Subsidiaries, including any disposition by means of a merger, consolidation or similar transaction, other than:


	(1) a disposition by a Restricted Subsidiary to GNC or by GNC or a Restricted Subsidiary to a Restricted Subsidiary;

	(2) a disposition of inventory, equipment, obsolete assets or surplus personal property in the ordinary course of business;

	(3) the sale of Cash Equivalents in the ordinary course of business;

	(4) a transaction or a series of related transactions in which the fair market value of the assets disposed of, in the aggregate, does not exceed $2 million;

	(5) the sale or discount, with or without recourse, and on commercially reasonable terms, of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable for notes receivable;

	(6) the licensing of intellectual property in the ordinary course of business;

	(7) for purposes of the covenant described under “— Certain Covenants — Limitation on Sales of Assets” only, a disposition subject to the covenant described under “— Certain Covenants — Limitation on Restricted Payments;”

	(8) a disposition of property or assets that is governed by the provisions described under “— Merger and Consolidation;”

	(9) the sale of franchisee accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Subsidiary for the fair market value thereof, including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP, it being understood that, for the purposes of this clause (9), notes received in exchange for the transfer of franchisee accounts receivable and related assets will be deemed cash if the Receivables Subsidiary or other payor is required to repay said notes as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of GNC entered into as part of a Qualified Receivables Transaction;

	(10) the transfer of franchise accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction;

	(11) any surrender or waiver of contract rights or the settlement release or surrender of contract, tort or other litigation claims in the ordinary course of business;

	(12) the granting of Liens (and foreclosure thereon) not prohibited by the indenture;


	(13) the closure and disposition of retail stores or distribution centers and any sales of a store owned by GNC to a franchisee, in each case in the ordinary course of business; and

	(14) any sublease of real property by GNC or any Restricted Subsidiary to a franchisee in the ordinary course of business.

“Average Life” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing:


	(1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Indebtedness or Preferred Stock multiplied by the amount of such payment by

	(2) the sum of all such payments.

“Bank Indebtedness” means any and all amounts, whether outstanding on the date of the indenture or thereafter Incurred, payable under or in respect of the Senior Credit Facility and all obligations under Specified Hedging Obligations (as defined in the Senior Credit Agreement), including, without limitation, principal, premium, if any, interest, including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to GNC or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings, penalties, fees, charges, expenses, indemnifications, damages, reimbursement obligations, Guarantees, other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof.

“Board of Directors” means the Board of Directors of GNC or any committee thereof duly authorized to act on behalf of such Board.


	(1) 75% of the face amount of all accounts receivable owned by GNC and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date that were not more than 60 days past due; provided, however, that any franchise accounts receivable owned by a Receivables Subsidiary, or that GNC or any of its Subsidiaries has agreed to transfer to a Receivables Subsidiary, shall be excluded for purposes of determining such amount; plus

	(2) 50% of the book value of all inventory, net of reserves, owned by GNC and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banking institutions are authorized or required by law to close in New York City.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in, however designated, equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease.


	(1) United States dollars;

	(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;


	(3) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Senior Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

	(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

	(5) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year after the date of acquisition; and

	(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.


	(1) any event occurs the result of which is that any “Person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than any Permitted Holder or its Related Parties, becomes the beneficial owner, as defined in Rules l3d-3 and l3d-5 under the Exchange Act (except that a Person shall be deemed to have “beneficial ownership” of all shares that any such Person has the right to acquire within one year) directly or indirectly, of more than 50% of the Voting Stock of GNC or a Successor Company, as defined below, including, without limitation, through a merger or consolidation or purchase of Voting Stock of GNC; provided that the Permitted Holders or their Related Parties do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors; provided further that the transfer of 100% of the Voting Stock of GNC to a Person that has an ownership structure identical to that of GNC prior to such transfer, such that GNC becomes a Wholly Owned Subsidiary of such Person, shall not be treated as a Change of Control for purposes of the indenture;

	(2) after an Equity Offering that is an initial public offering of Capital Stock of GNC, during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors, together with any new directors whose election by such Board of Directors or whose nomination for election by the stockholders of GNC was approved by a vote of a majority of the directors of GNC then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors then in office;

	(3) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions other than a merger or consolidation, of all or substantially all of the assets of GNC and its Restricted Subsidiaries taken as a whole to any Person or group of related Persons other than a Permitted Holder or a Related Party of a Permitted Holder; or

	(4) the adoption of a plan relating to the liquidation or dissolution of GNC.

“Consolidated Coverage Ratio” as of any date of determination means the ratio of


	(1) the aggregate amount of EBITDA of GNC and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of GNC are available, to

	(2) Consolidated Interest Expense of GNC for such four fiscal quarters; provided, however, that:


	(i) has Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to

calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period, except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be computed based on:


	(A) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or

	(B) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation, and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period, or

(ii) has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination, or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a discharge of Indebtedness, in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of such period;


	(b) if since the beginning of such period GNC or any Restricted Subsidiary has made any Asset Disposition of any company or any business or any business segment, the EBITDA for such period shall be reduced by an amount equal to the EBITDA, if positive, directly attributable to the company, business or business segment that are the subject of such Asset Disposition for such period or increased by an amount equal to the EBITDA, if negative, directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of GNC or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to GNC and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period, and, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent GNC and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale;

	(c) if since the beginning of such period GNC or any Restricted Subsidiary, by merger or otherwise, has made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquired any company or any business or any group of assets, including any such acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto, including the Incurrence of any Indebtedness and including the pro forma expenses and cost reductions calculated on a basis consistent with Regulation S-X of the Securities Act, as if such Investment or acquisition occurred on the first day of such period; and

	(d) if since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into GNC or any Restricted Subsidiary since the beginning of such period, has made any Asset Disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (b) or (c) above if made by GNC or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto, including the Incurrence of any Indebtedness and including the pro forma expenses and cost reductions calculated on a basis consistent with


	Regulation S-X of the Securities Act, as if such Asset Disposition, Investment or acquisition of assets occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to an Asset Disposition, Investment or acquisition of assets, or any transaction governed by the provisions described under “— Certain Covenants — Merger and Consolidation,” or the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred or repaid, repurchased, defeased or otherwise discharged in connection therewith, the pro forma calculations in respect thereof shall be as determined in good faith by a responsible financial or accounting officer of GNC, based on reasonable assumptions. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated at a fixed rate as if the rate in effect on the date of determination had been the applicable rate for the entire period, taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term as at the date of determination in excess of 12 months. If any Indebtedness bears, at the option of GNC or a Restricted Subsidiary, a fixed or floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be computed by applying, at the option of GNC or such Restricted Subsidiary, either a fixed or floating rate. If any Indebtedness which is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period.

“Consolidated Interest Expense” means, as to any Person, for any period, the total consolidated interest expense of such Person and its Restricted Subsidiaries determined in accordance with GAAP, minus, to the extent included in such interest expense, amortization or write-off of financing costs plus, to the extent Incurred by such Person and its Restricted Subsidiaries in such period but not included in such interest expense, without duplication:


	(1) interest expense attributable to Capitalized Lease Obligations determined as if such lease were a capitalized lease, in accordance with GAAP;

	(2) amortization of debt discount;

	(3) interest in respect of Indebtedness of any other Person that has been Guaranteed by such Person or any Restricted Subsidiary, but only to the extent that such interest is actually paid by such Person or any Restricted Subsidiary;

	(4) non-cash interest expense;

	(5) net costs associated with Hedging Obligations;

	(6) the product of:


	(a) mandatory Preferred Stock cash dividends in respect of all Preferred Stock of Restricted Subsidiaries of such Person and Disqualified Stock of such Person held by Persons other than such Person or a Restricted Subsidiary, multiplied by

	(b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP; and

(7) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest to any Person, other than the referent Person or any Subsidiary thereof, in connection with Indebtedness Incurred by such plan or trust; provided, however, that as to GNC, there shall be excluded therefrom any such interest expense of any Unrestricted Subsidiary to the extent the related Indebtedness is not Guaranteed or paid by GNC or any Restricted Subsidiary.

For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made or received by such Person and its Subsidiaries with respect to Interest Rate Agreements.

“Consolidated Net Income” means, as to any Person, for any period, the consolidated net income (loss) of such Person and its Subsidiaries before preferred stock dividends, determined in accordance with GAAP; provided, however, that there shall not be included in such Consolidated Net Income:


	(1) any net income (loss) of any Person if such Person is not (as to GNC) a Restricted Subsidiary and, as to any other Person, an unconsolidated Person, except that:


	(a) the referent Person’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the referent Person or a Subsidiary as a dividend or other distribution, subject, in the case of a dividend or other distribution to a Subsidiary, to the limitations contained in clause (3) below, and

	(b) the net loss of such Person shall be included to the extent of the aggregate Investment of the referent Person or any of its Restricted Subsidiaries in such Person;


	(2) any net income (loss) of any Restricted Subsidiary, as to GNC, or of any Subsidiary, as to any other Person, if in either case such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Subsidiary, directly or indirectly, to GNC, except that:


	(a) such Person’s equity in the net income of any such Subsidiary for such period shall be included in Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Subsidiary during such period to such Person or another Subsidiary as a dividend, subject, in the case of a dividend that could have been made to another Restricted Subsidiary, to the limitation contained in this clause, and

	(b) the net loss of such Subsidiary shall be included in determining Consolidated Net Income;


	(3) any extraordinary gain or loss (together with any provision for taxes related thereto);

	(4) the cumulative effect of a change in accounting principles;

	(5) any reduction to the Consolidated Net Income of any Person caused by the amount, if any, of (a) non-cash charges relating to the exercise of options and (b) non-cash losses (or minus non-cash gains) from foreign currency translation;

	(6) any decrease in net income caused by the increase in the book value of assets as a result of the Acquisition as reflected on GNC’s balance sheet solely as a result of the application of SFAS No. 141;

	(7) any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with any asset sale (other than in the ordinary course of business);

	(8) costs related to the closing of stores in connection with the Acquisition as described in the Offering Memorandum; and

	(9) costs incurred by GNC relating to an election made under Section 338(h)(10) of the Code (and any corresponding election under state, local, and foreign income tax laws), as provided in the Acquisition Agreement, in an amount not to exceed $10 million.

“Consolidated Tangible Assets” means, as of any date of determination, the total assets, less goodwill and other intangibles, other than patents, trademarks, copyrights, licenses and other intellectual property, shown on the balance sheet of GNC and its Restricted Subsidiaries as of the most recent date for which such a balance sheet is available, determined on a consolidated basis in accordance with GAAP less all write-ups, other than write-ups in connection with acquisitions, subsequent to the date of the indenture in the book value of any asset, except any such intangible assets, owned by GNC or any of its Restricted Subsidiaries.

“Currency Agreement” means in respect of a Person any foreign exchange contract, currency swap agreement or other similar agreement or arrangement, including derivative agreements or arrangements, as to which such Person is a party or a beneficiary.

“Default” means any event or condition that is, or after notice or passage of time or both would be, an Event of Default.


	(1) the Bank Indebtedness; and

	(2) any other Senior Indebtedness or Guarantor Senior Indebtedness which, at the date of determination, has an aggregate principal amount of, or under which, at the date of determination, the holders thereof are committed to lend up to, at least $25 million and is specifically designated by GNC in the instrument evidencing or governing such Indebtedness as “Designated Senior Indebtedness” for purposes of the indenture.

“Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms, or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable, or upon the happening of any event:


	(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

	(2) is convertible or exchangeable for Indebtedness or Disqualified Stock; or

	(3) is redeemable at the option of the holder thereof, in whole or in part;

in the case of clauses (1), (2) and (3), on or prior to the 91st day after the Stated Maturity of the new notes. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require GNC to repurchase such Capital Stock upon the occurrence of a change of control or asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that GNC may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under “Certain Covenants — Limitation on Restricted Payments.”

“Domestic Subsidiary” means any Restricted Subsidiary of GNC that was formed under the laws of the United States or any state of the United States or the District of Columbia or that Guarantees or otherwise provides direct credit support for any Indebtedness of GNC.

“EBITDA” means, as to any Person, for any period, the Consolidated Net Income for such period, plus the following to the extent included in calculating such Consolidated Net Income:


	(1) income tax expense;

	(2) Consolidated Interest Expense (including the amortization of any debt issuance costs to the extent such costs are included in the calculation of Consolidated Interest Expense);

	(3) depreciation expense;

	(4) amortization expense (including the amortization of any debt issuance costs to the extent such costs are included in the calculation of Consolidated Interest Expense);

	(5) other non-cash charges or non-cash losses; and

	(6) any fees or expenses paid in connection with the Acquisition as described in the Offering Memorandum.

“Equity Offering” means any issuance or sale of Capital Stock (other than Disqualified Stock and other than to GNC or any of its Subsidiaries), or a contribution to the equity capital (other than by a Subsidiary of GNC), of GNC, in each case, that results in net proceeds to GNC of at least $100 million.

“Exchange Notes” means, with respect to a series of notes, any securities of GNC containing terms identical to the notes of such series (except that such Exchange Notes shall be registered under the Securities

“Foreign Subsidiary” means any Restricted Subsidiary of GNC that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States of America as in effect on the date of the indenture, for purposes of the definitions of the terms “Consolidated Coverage Ratio,” “Consolidated Interest Expense,” “Consolidated Net Income” and “EBITDA,” all defined terms in the indenture to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and as in effect from time to time, for all other purposes of the indenture, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in the indenture shall be computed in conformity with GAAP.

“Government Obligations” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness, including any such obligation, direct or indirect, contingent or otherwise, of such Person:


	(1) to purchase or pay, or advance or supply funds for the purchase or payment of, such Indebtedness or such other obligation of such other Person, whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise; or

	(2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof, in whole or in part; provided, however, that the term“Guarantee” shall not include endorsements for collection or deposits made in the ordinary course of business.


	(1) GNC’s direct and indirect Domestic Subsidiaries existing on the date of the indenture; and

	(2) any Domestic Subsidiary created or acquired by GNC after the date of the indenture, other than any Immaterial Subsidiary.

“Guarantor Senior Indebtedness” means, with respect to a Guarantor, the following obligations, whether outstanding on the date of the indenture or thereafter Incurred, without duplication:


	(1) Bank Indebtedness; and

	(2) all obligations consisting of the principal of and premium and liquidated damages, if any, and accrued and unpaid interest, including interest accruing on or after the filling of any petition in bankruptcy or for reorganization relating to the Guarantor regardless of whether post-filing interest is allowed in such proceeding, on, and fees and other amounts owing in respect of, all other Indebtedness of the Guarantor, unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is expressly provided that the obligations in respect of such Indebtedness are not senior in right of payment to the obligations of such Guarantor under the Note Guarantee; provided, however, that Guarantor Senior Indebtedness will not include:


	(a) any obligations of such Guarantor to any Subsidiary or any other Affiliate of such Guarantor or any such Affiliate’s Subsidiaries;


	(b) any liability for Federal, state, local, foreign or other taxes owed or owing by such Guarantor;

	(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business, including Guarantees thereof or instruments evidencing such liabilities;

	(d) any Indebtedness, Guarantee or obligation of such Guarantor that is expressly subordinate or junior to any other Indebtedness, Guarantee or obligation of such Guarantor, including any Guarantor Senior Subordinated Indebtedness and any Subordinated Obligations of such Guarantor;

	(e) Indebtedness that is represented by redeemable Capital Stock; or

	(f) that portion of any Indebtedness that is Incurred in violation of the indenture; provided that any Guarantee of Indebtedness under the Senior Credit Facility will not cease to be Guarantor Senior Indebtedness under this clause (f) if the lenders of such Indebtedness obtained a certificate from an Officer of GNC as of the date of Incurrence of such Indebtedness to the effect that such Indebtedness was permitted to be Incurred by the indenture.

If any Designated Senior Indebtedness is disallowed, avoided or subordinated pursuant to the provisions of Section 548 of Title 11 of the U.S. Code or any applicable state fraudulent conveyance law, such Designated Senior Indebtedness nevertheless will constitute Guarantor Senior Indebtedness.

“Guarantor Senior Subordinated Indebtedness” means with respect to a Guarantor, the obligations of such Guarantor under the Note Guarantee and any other Indebtedness of such Guarantor, whether outstanding on the date of the indenture or thereafter Incurred, that:


	(1) specifically provides that such Indebtedness is to rank pari passu in right of payment with the obligations of such Guarantor under the Note Guarantee; and

	(2) is not expressly subordinated by its terms in right of payment to any Indebtedness or other obligation of such Guarantor that is not Guarantor Senior Indebtedness of such Guarantor.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $2 million and whose total revenues for the most recent 12-month period do not exceed $2 million; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of GNC.

“Incur” means issue, assume, enter into any Guarantee of, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary, whether by merger, consolidation, acquisition or otherwise, shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. Any Indebtedness issued at a discount, including Indebtedness on which interest is payable through the issuance of additional Indebtedness, shall be deemed Incurred at the time of original issuance of the Indebtedness at the initial accreted amount thereof.

“Indebtedness” means, with respect to any Person on any date of determination, without duplication:


	(1) the principal of Indebtedness of such Person for borrowed money if and to the extent it would appear as a liability upon the consolidated balance sheet of such Person prepared in accordance with GAAP;

	(2) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments if and to the extent it would appear as a liability upon the consolidated balance sheet of such Person prepared in accordance with GAAP;

	(3) all reimbursement obligations of such Person, including reimbursement obligations in respect of letters of credit or other similar instruments, the amount of such obligations being equal at any time to


	the aggregate then undrawn and unexpired amount of such letters of credit or other instruments plus the aggregate amount of drawings thereunder that have not then been reimbursed;

	(4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, except Trade Payables, which purchase price is due more than one year after the date of placing such property in final service or taking final delivery and title thereto or the completion of such services if and to the extent it would appear as a liability upon the consolidated balance sheet of such Person prepared in accordance with GAAP;

	(5) all Capitalized Lease Obligations of such Person;

	(6) the redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Stock or, if such Person is a Subsidiary of GNC, any Preferred Stock of such Subsidiary, but excluding, in each case, any accrued dividends, the amount of such obligation to be equal at any time to the maximum fixed involuntary redemption, repayment or repurchase price for such Capital Stock, or if such Capital Stock has no fixed price, to the involuntary redemption, repayment or repurchase price therefor calculated in accordance with the terms thereof as if then redeemed, repaid or repurchased, and if such price is based upon or measured by the fair market value of such Capital Stock, such fair market value shall be as determined in good faith by the Board of Directors or the board of directors of the issuer of such Capital Stock;

	(7) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of Indebtedness of such Person shall be the lesser of:


	(a) the fair market value of such asset at such date of determination; and

	(b) the amount of such Indebtedness of such other Persons;


	(8) all Indebtedness of other Persons to the extent Guaranteed by such Person; and

	(9) to the extent not otherwise included in this definition, net Hedging Obligations of such Person, such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such Hedging Obligation that would be payable by such Person at such time.

The amount of Indebtedness of any Person at any date shall be determined as set forth above or otherwise provided in the indenture, or otherwise in accordance with GAAP.

“Initial Notes” means the first $215,000,000 aggregate principal amount of Notes issued under the indenture on December 5, 2003.

“Interest Rate Agreement” means with respect to any Person any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement, including derivative agreements or arrangements, as to which such Person is party or a beneficiary; provided, however, any such agreements entered into in connection with the notes shall not be included.

“Investment” in any Person by any other Person means any direct or indirect advance, loan or other extension of credit (other than to customers, suppliers, directors, officers or employees of any Person in the ordinary course of business) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person. If GNC or any Restricted Subsidiary of GNC sells or otherwise disposes of any Capital Stock of any direct or indirect Restricted Subsidiary of GNC such that, after giving effect to any such sale or disposition, such entity is no longer a Subsidiary of GNC, GNC shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Capital Stock of such Subsidiary not sold or disposed of.


	(1) the aggregate amount of Indebtedness of GNC and its Restricted Subsidiaries on a consolidated basis as of such date, to

	(2) the aggregate amount of EBITDA of GNC and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of GNC are available; provided, however, that:


	(a) if since the beginning of such period GNC or any Restricted Subsidiary has made any Asset Disposition of any company or any business or any business segment, the EBITDA for such period shall be reduced by an amount equal to the EBITDA, if positive, directly attributable to the company, business or business segment that are the subject of such Asset Disposition for such period or increased by an amount equal to the EBITDA, if negative, directly attributable thereto for such period;

	(b) if since the beginning of such period GNC or any Restricted Subsidiary, by merger or otherwise, has made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquired any company or any business or any business segment, including any such acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, EBITDA for such period shall be calculated after giving pro forma effect thereto, including the Incurrence of any Indebtedness and including the pro forma expenses and cost reductions calculated on a basis consistent with Regulation S-X of the Securities Act, as if such Investment or acquisition occurred on the first day of such period; and

	(c) if since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into GNC or any Restricted Subsidiary since the beginning of such period, has made any Asset Disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (a) or (b) above if made by GNC or a Restricted Subsidiary during such period, EBITDA for such period shall be calculated after giving pro forma effect thereto, including the Incurrence of any Indebtedness and including the pro forma expenses and cost reductions calculated on a basis consistent with Regulation S-X of the Securities Act, as if such Asset Disposition, Investment or acquisition of assets occurred on the first day of such period.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind, including any conditional sale or other title retention agreement or lease in the nature thereof.

“Liquidated Damages” means the liquidated damages then owing under the registration rights agreement.

“Mellon Letters of Credit” means the letter of credit facility between Mellon Bank, N.A. and General Nutrition, Incorporated existing on the date of the indenture and the letters of credit issued thereunder.

“Net Available Cash” from an Asset Disposition means cash payments received, including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other noncash form, therefrom, in each case net of:


	(1) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, including, without limitation, fees and expenses of legal counsel, accountants and financial advisors, and all Federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP, as a consequence of such Asset Disposition;

	(2) all payments made on any Indebtedness that is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or that must by its terms, or in


	order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such Asset Disposition;

	(3) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition or to any other Person, other than GNC or any Restricted Subsidiary, owning a beneficial interest in the assets disposed of in such Asset Disposition; and

	(4) appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the assets disposed of in such Asset Disposition and retained by GNC or any Restricted Subsidiary after such Asset Disposition.

“Net Cash Proceeds” means, with respect to any issuance or sale of any securities of GNC or any Subsidiary by GNC or any Subsidiary, or any capital contribution, the cash proceeds of such issuance, sale or contribution net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees and expenses actually incurred in connection with such issuance, sale or contribution and net of taxes paid or payable as a result thereof.


	(a) provides any Guarantee or credit support of any kind, including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness; or

	(b) is directly or indirectly liable, as a guarantor or otherwise; and

(2) no default with respect to which, including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary, would permit, upon notice, lapse of time or both, any holder of any other Indebtedness of GNC or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

“Note Guarantee” means, individually, any Guarantee of payment of the notes by a Guarantor pursuant to the terms of the indenture, and, collectively, all such Guarantees. Each such Guarantee will be in the form prescribed in the indenture.

“Offering Memorandum” means GNC’s offering memorandum, dated November 25, 2003, related to the issuance and sale of the Initial Notes.

“Officer” means the Chief Executive Officer, President, Chief Financial Officer, any Vice President, Controller, Secretary or Treasurer of GNC.

“Officer’s Certificate” means a certificate signed by at least one Officer.

“Opinion of Counsel” means a written opinion from legal counsel satisfactory to the Trustee. The counsel may be an employee of or counsel to GNC or the Trustee.


	(1) any Investment by GNC or any Restricted Subsidiary in a Restricted Subsidiary, GNC or a Person that will, upon the making of such Investment, become a Restricted Subsidiary;

	(2) any Investment by GNC or any Restricted Subsidiary in another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, GNC or a Restricted Subsidiary;

	(3) any Investment by GNC or any Restricted Subsidiary in Cash Equivalents;


	(4) any Investment by GNC or any Restricted Subsidiary in receivables owing to GNC or any Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as GNC or any such Restricted Subsidiary deems reasonable under the circumstances;

	(5) any Investment by GNC or any Restricted Subsidiary in securities or other Investments received as consideration in sales or other dispositions of property or assets made in compliance with the covenant described under “— Certain Covenants — Limitation on Sales of Assets;”

	(6) any Investment by GNC or any Restricted Subsidiary in securities or other Investments received in settlement of debts created in the ordinary course of business and owing to GNC or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments, including in connection with any bankruptcy proceeding or other reorganization of another Person;

	(7) Investments in existence or made pursuant to legally binding written commitments in existence on the date of the indenture;

	(8) any Investment by GNC or any Restricted Subsidiary in Hedging Obligations, which obligations are Incurred in compliance with the covenant described under “— Certain Covenants — Limitations on Indebtedness;”

	(9) any Investment by GNC or any Restricted Subsidiary in pledges or deposits:


	(a) with respect to leases or utilities provided to third parties in the ordinary course of business; or

	(b) otherwise described in the definition of “Permitted Liens;”


	(10) Investments in a Related Business in an amount not to exceed $35 million (measured at the time each such Investment is made without giving effect to subsequent changes in value) in the aggregate at any time outstanding (after giving effect to any such Investments that are returned to GNC or any Restricted Subsidiary, including through redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary);

	(11) loans by GNC or any Restricted Subsidiary to franchisees in an aggregate principal amount not to exceed $75 million at any one time outstanding;

	(12) the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Capital Stock of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction; and any other Investment by GNC or a Restricted Subsidiary of GNC in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction; provided that such other Investment is in the form of a note or other instrument that the Receivables Subsidiary or other Person is required to repay as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of GNC entered into as part of a Qualified Receivables Transaction;

	(13) any Investment in exchange for, or out of the net proceeds of the substantially concurrent sale (other than to a Subsidiary of GNC or an employee stock ownership plan or similar trust) of Capital Stock of GNC (other than Disqualified Stock); provided that the amount of any Net Cash Proceeds that are utilized for any such Investment will be excluded from clause 3(b) of the first paragraph set forth under “Certain Covenants — Restricted Payments”; provided, however, that the value of any non-cash net proceeds shall be as conclusively determined by the Board of Directors in good faith, except that in the event the value of any non-cash net proceeds shall be $20 million or more, the value shall be as determined in writing by an independent investment banking firm of nationally recognized standing;


	(14) any sublease of real property to a franchisee, any advertising cooperative with franchisees and any trade credit extended to franchisees, in each case in the ordinary course of business;

	(15) any Investments received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of GNC or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (b) litigation, arbitration or other disputes with Persons who are not Affiliates; and

	(16) any Investments representing amounts held for employees of GNC and its Restricted Subsidiaries under GNC’s deferred compensation plan; provided that the amount of such Investments (excluding income earned thereon) shall not exceed the amount otherwise payable to such employees the payment of which was deferred under such plan and any amounts matched by GNC under such plan.

“Permitted Junior Securities” means (1) common equity interests in GNC or any Guarantor or (2) debt or preferred equity securities of GNC or any Guarantor issued pursuant to a plan of reorganization consented to by each class of Senior Indebtedness; provided that all such securities are subordinated to all Senior Indebtedness and any debt securities issued in exchange for Senior Indebtedness to substantially the same extent as, or to a greater extent than, the notes and the Guarantees are subordinated to Senior Indebtedness under the indenture.


	(1) Liens on properties or assets of (a) GNC securing Senior Indebtedness and (b) any Guarantor securing Guarantor Senior Indebtedness, in each case, that was permitted by the terms of the indenture to be incurred;

	(2) Liens for taxes, assessments or other governmental charges not yet delinquent or the nonpayment of which in the aggregate would not be reasonably expected to have a material adverse effect on GNC and its Restricted Subsidiaries, or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of GNC or such Subsidiary, as the case may be, in accordance with GAAP;

	(3) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations that are not overdue for a period of more than 60 days or that are bonded or that are being contested in good faith and by appropriate proceedings;

	(4) pledges, deposits or Liens in connection with workers’ compensation, unemployment insurance and other social security legislation and/or similar legislation or other insurance-related obligations, including, without limitation, pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements;

	(5) pledges, deposits or Liens to secure the performance of bids, tenders, trade, government or other contracts, other than for borrowed money, obligations and deposits for or under or in respect of utilities, leases, licenses, statutory obligations, surety, judgment and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

	(6) easements, including reciprocal easement agreements, rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, encroachments, changes, and other similar encumbrances or title defects incurred, or leases or subleases granted to others, in the ordinary course of business, which do not in the aggregate materially interfere with the ordinary conduct of the business of GNC and its Subsidiaries, taken as a whole;

	(7) Liens existing on, or provided for underwritten arrangements existing on, the date of the indenture, or, in the case of any such Liens securing Indebtedness of GNC or any of its Subsidiaries existing or arising under written arrangements existing on the date of the indenture, securing any Refinancing Indebtedness in respect of such Indebtedness so long as the Lien securing such Refinancing


	Indebtedness is limited to all or part of the same property or assets, plus improvements, accessions, proceeds or dividends or distributions in respect thereof, that secured, or under such written arrangements could secure, the original Indebtedness;

	(8) Liens securing Hedging Obligations Incurred in compliance with the covenant described under “— Certain Covenants — Limitation on Indebtedness;”

	(9) Liens arising out of judgments, decrees, orders or awards in respect of which GNC shall in good faith be prosecuting an appeal or proceedings for review which appeal or proceedings shall not have been finally terminated, or the period within which such appeal or proceedings may be initiated shall not have expired and Liens arising from final judgments only to the extent, in an amount and for a period not resulting in an Event of Default with respect thereto;

	(10) Liens existing on property or assets of a Person at the time such Person becomes a Subsidiary of GNC, or at the time GNC or a Restricted Subsidiary acquires such property or assets; provided, however, that such Liens are not created in connection with, or in contemplation of, such other Person becoming such a Subsidiary, or such acquisition of such property or assets, and that such Liens are limited to all or part of the same property or assets, plus improvements, accessions, proceeds or dividends or distributions in respect thereof, that secured, or, under the written arrangements under which such Liens arose, could secure, the obligations to which such Liens relate;

	(11) Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary;

	(12) Liens securing the notes or the Note Guarantees;

	(13) Liens on assets of GNC or a Receivables Subsidiary incurred in connection with a Qualified Receivables Transaction;

	(14) Liens securing Refinancing Indebtedness Incurred in respect of any Indebtedness secured by, or securing any refinancing, refunding, extension, renewal or replacement, in whole or in part, of any other obligation secured by, any other Permitted Liens; provided that any such new Lien is limited to all or part of the same property or assets, plus improvements, accessions, proceeds or dividends or distributions in respect thereof, that secured, or, under the written arrangements under which the original Lien arose, could secure, the obligations to which such Liens relate;

	(15) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

	(16) Liens to secure Indebtedness permitted by clause (7) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Indebtedness”; provided that (a) any such Lien attaches to such assets concurrently with or within 180 days after the acquisition, construction or capital improvement thereof, (b) such Lien attaches solely to the assets so acquired, constructed or improved in such transaction and (c) the principal amount of the Indebtedness secured thereby does not exceed 100% of the cost of such assets;

	(17) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods in the ordinary course of business;

	(18) licenses of intellectual property granted in the ordinary course of business;

	(19) Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; and

	(20) Liens in favor GNC or any Restricted Subsidiary.


	(1) payments to the Parent to permit the Parent to pay reasonable directors fees and expenses when due and reasonable accounting, legal and administrative expenses of the Parent when due in an aggregate amount not to exceed $250,000 per annum; and

	(2) for so long as GNC is a member of a group filing a consolidated, combined or other similar group tax return with the Parent, payments to the Parent in respect of an allocable portion of the tax liabilities of such group that is attributable to GNC and its Subsidiaries (“Tax Payments”). The Tax Payments shall not exceed the lesser of (i) the amount of the relevant tax (including any penalties and interest) that GNC would owe if GNC and its Subsidiaries were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of GNC and such Subsidiaries from other taxable years (as reduced by the use of such carryovers and carrybacks by the group of which the Parent is a member) and (ii) the amount of the relevant tax, taking into account any allowed tax credits, that the Parent actually owes to the appropriate taxing authority. Any Tax Payments received from GNC shall be paid over to the appropriate taxing authority within 30 days of the Parent’s receipt of such Tax Payments or refunded to GNC.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” as applied to the Capital Stock of any corporation means Capital Stock of any class or classes, however designated, that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by GNC or any of its Restricted Subsidiaries pursuant to which GNC or any of its Restricted Subsidiaries sells, conveys or otherwise transfers to (1) a Receivables Subsidiary (in the case of a transfer by GNC or any of its Restricted Subsidiaries) and (2) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any franchise accounts receivable (whether now existing or arising in the future) of GNC or any of its Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such franchise accounts receivable, all contracts and all guarantees or other obligations in respect of such franchise accounts receivable, proceeds of such franchise accounts receivable and other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving franchise accounts receivable.

“Receivables Subsidiary” means a Restricted Subsidiary that engages in no activities other than in connection with the financing of franchise accounts receivable and that is designated by the Board of Directors (as provided below) as a Receivables Subsidiary:


	(1) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which:


	(a) is guaranteed by GNC or any Restricted Subsidiary (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction);

	(b) is recourse to or obligates GNC or any Restricted Subsidiary in any way other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction; or

	(c) subjects any property or asset of GNC or any Restricted Subsidiary (other than franchise accounts receivable and related assets as provided in the definition of “Qualified Receivables Transaction”), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than


	pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction;


	(2) with which neither GNC nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms no less favorable to GNC or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of GNC, other than fees payable in the ordinary course of business in connection with servicing franchise accounts receivable; and

	(3) with which neither GNC nor any Restricted Subsidiary has any obligation to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

“Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, renew, repay or extend, including pursuant to any defeasance or discharge mechanism (collectively, “refinances,” and “refinanced” shall have a correlative meaning), any Indebtedness existing on the date of the indenture or Incurred in compliance with the indenture, including Indebtedness of GNC that refinances Indebtedness of any Restricted Subsidiary, to the extent permitted in the indenture, and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of another Restricted Subsidiary, including Indebtedness that refinances Refinancing Indebtedness; provided, however, that:


	(1) the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced;

	(2) the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being refinanced;

	(3) if the Indebtedness being refunded, refinanced, replaced, renewed, repaid, extended, defeased or discharged is Subordinated Obligations, such Refinancing Indebtedness is subordinated in right of payment to the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being refunded, refinanced, replaced, renewed, repaid, extended, defeased or discharged;

	(4) such Refinancing Indebtedness is Incurred in an aggregate principal amount, or if issued with original issue discount, an aggregate issue price, that is equal to or less than the aggregate principal amount, or if issued with original issue discount, the aggregate accreted value, then outstanding of the Indebtedness being refinanced, plus fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such Refinancing Indebtedness; provided further, however, that Refinancing Indebtedness shall not include:


	(a) Indebtedness of a Restricted Subsidiary that refinances Indebtedness of GNC; or

	(b) Indebtedness of GNC or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary; and


	(5) in the case of Indebtedness of GNC or a Guarantor, such Refinancing Indebtedness is Incurred by GNC, a Guarantor or by the Subsidiary who is the obligor on the Indebtedness being refinanced.

“Related Business” means those businesses in which GNC or any of its Subsidiaries is engaged on the date of the indenture or that are reasonably related or incidental thereto.


	(1) any controlling equityholder, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Permitted Holder; or


	(2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Permitted Holders and/or such other Persons referred to in the immediately preceding clause (1).

“Representative” means the Trustee, agent or representative, if any, for an issue of Senior Indebtedness.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means any Subsidiary of GNC other than an Unrestricted Subsidiary.

“Secured Indebtedness” means any Indebtedness of GNC or its Subsidiaries secured by a Lien.

“Senior Credit Agreement” means the credit agreement dated as of December 5, 2003, among GNC, the Parent, the banks and other financial institutions party thereto from time to time, Lehman Commercial Paper Inc., as administrative agent, JPMorgan Chase Bank, as syndication agent, and the other parties thereto, as such agreement may be assumed by any successor in interest, and as such agreement may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with GNC, or any subsidiary of GNC as borrower, whether with the original agent and lenders or other agents and lenders or otherwise, and whether provided under the original Senior Credit Agreement or otherwise).

“Senior Credit Facility” means the collective reference to the Senior Credit Agreement, any Loan Documents, as defined therein, any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, intellectual property security agreement, mortgages, letter of credit applications and other security agreements and collateral documents, and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time, whether in whole or in part, whether with the original agent and lenders or other agents and lenders or otherwise, and whether provided under the original Senior Credit Agreement or otherwise. Without limiting the generality of the foregoing, the term “Senior Credit Facility” shall include any agreement:


	(1) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby;

	(2) adding Subsidiaries of GNC as additional borrowers or guarantors thereunder;

	(3) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder; or

	(4) otherwise altering the terms and conditions thereof.

“Senior Indebtedness” means the following obligations of GNC, whether outstanding on the date of the indenture or thereafter Incurred, without duplication:


	(1) Bank Indebtedness; and

	(2) all obligations consisting of the principal of and premium and liquidated damages, if any, and accrued and unpaid interest, including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to GNC regardless of whether post-filing interest is allowed in such proceeding, on, and fees and other amounts owing in respect of, all other Indebtedness of GNC, unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is expressly provided that the obligations in respect of such Indebtedness are not senior in right of payment to the notes; provided, however, that Senior Indebtedness will not include:


	(a) any obligations of GNC to any Subsidiary or any other Affiliate of GNC, or any such Affiliate’s Subsidiaries;

	(b) any liability for Federal, state, foreign, local or other taxes owed or owing by GNC;


	(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business, including Guarantees thereof or instruments evidencing such liabilities;

	(d) any Indebtedness, Guarantee or obligation of GNC that is expressly subordinate or junior to any other Indebtedness, Guarantee or obligation of GNC, including any Senior Subordinated Indebtedness and any Subordinated Obligations of GNC;

	(e) Indebtedness that is represented by redeemable Capital Stock; or

	(f) that portion of any Indebtedness that is Incurred in violation of the indenture; provided that Indebtedness under the Senior Credit Facility will not cease to be Senior Indebtedness under this clause (f) if the lenders of such Indebtedness obtained a certificate from an Officer of GNC as of the date of Incurrence of such Indebtedness to the effect that such Indebtedness was permitted to be Incurred by the indenture.

“Senior Subordinated Indebtedness” means the notes and any other Indebtedness of GNC, whether outstanding on the date of the indenture or thereafter Incurred, that:


	(1) specifically provides that such Indebtedness is to rank pari passu in right of payment with the notes; and

	(2) is not expressly subordinated by its terms in right of payment to any Indebtedness or other obligation of GNC that is not Senior Indebtedness.


	(1) any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the indenture; and

	(2) any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary.

“S&P” means Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc., and its successors.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred.

“Subordinated Obligation” means any Indebtedness of GNC or any Guarantor, whether outstanding on the date of the indenture or thereafter Incurred, which is expressly subordinate or junior in right of payment to the notes or the Note Guarantees pursuant to a written agreement.


	(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

	(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Successor Company” shall have the meaning assigned thereto in clause (1) under “— Merger and Consolidation.”

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the indenture.

“Trade Payables” means, with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services.

“Trustee” means the party named as such in the indenture until a successor replaces it and, thereafter, means the successor.

“Trust Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of the indenture.


	(1) any Subsidiary of GNC that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and

	(2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Subsidiary of GNC, including any newly acquired or newly formed Subsidiary of GNC, to be an Unrestricted Subsidiary unless at the time of such designation such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, GNC or any other Subsidiary of GNC that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either:


	(a) the Subsidiary to be so designated has total consolidated assets of $100,000 or less; or

	(b) if such Subsidiary has consolidated assets greater than $100,000, then such designation would be permitted under “— Certain Covenants — Limitation on Restricted Payments.”

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:


	(a) GNC could Incur at least $1.00 of additional Indebtedness under the first paragraph of the covenant described under “— Certain Covenants — Limitation on Indebtedness;” and

	(b) no Default or Event of Default shall have occurred and be continuing.

Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of GNC’s Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” of an entity means all classes of Capital Stock of such entity then outstanding and normally entitled to vote in the election of directors or all interests in such entity with the ability to control the management or actions of such entity.

“Wholly Owned Subsidiary” means a Restricted Subsidiary of GNC all the Capital Stock of which, other than directors’ qualifying shares, is owned by GNC or another Wholly Owned Subsidiary.

The following is a summary of the anticipated material United States federal income tax consequences to a holder of old notes relating to the exchange of old notes for new notes. This summary is based upon existing United States federal income tax law, which is subject to change, possibly with retroactive effect. This summary does not discuss all aspects of United States federal income taxation which may be important to particular investors in light of their individual investment circumstances, such as notes held by investors subject to special tax rules (e.g., financial institutions, insurance companies, broker-dealers, and foreign or domestic tax-exempt organizations (including private foundations)), or to persons that hold the old notes as part of a straddle, hedge, conversion, constructive sale, or other integrated security transaction for United States federal income tax purposes or that have a functional currency other than the United States dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this summary does not address any state, local, or non-United States tax considerations. Each prospective investor is urged to consult his tax advisor regarding the United States federal, state, local, and non-United States income and other tax considerations of the acquisition, ownership, and disposition of the new notes.

An exchange of old notes for new notes pursuant to the exchange offer will be ignored for United States federal income tax purposes. Consequently, a holder of old notes will not recognize gain or loss, for United States federal income tax purposes, as a result of exchanging old notes for new notes pursuant to the exchange offer. The holding period of the new notes will be the same as the holding period of the old notes and the tax basis in the new notes will be the same as the adjusted tax basis in the old notes as determined immediately before the exchange.

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Code impose certain requirements on employee benefit plans and certain other plans and arrangements, including individual retirement accounts and annuities, Keogh plans and certain collective investment funds or insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to the fiduciary responsibility provisions of ERISA and/or Section 4975 of the Code (collectively, “Plans”), and on persons who are fiduciaries with respect to Plans, in connection with the investment of “plan assets” of any Plan (“Plan Assets”). ERISA generally imposes on Plan fiduciaries certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan.

ERISA and Section 4975 of the Code prohibit a broad range of transactions involving Plan Assets and persons (“parties in interest” under ERISA and “disqualified persons” under the Code, collectively, “Parties in Interest”) who have certain specified relationships to a Plan or its Plan Assets, unless a statutory or administrative exemption is available. Parties in Interest that participate in a prohibited transaction may be subject to a penalty imposed under ERISA and/or an excise tax imposed pursuant to Section 4975 of the Code, unless a statutory or administrative exemption is available. These prohibited transactions generally are set forth in Section 406 of ERISA and Section 4975 of the Code.

The issuer may be a Party in Interest with respect to a number of Plans in addition to Plans sponsored by the issuer. Accordingly, subject to the considerations described below, the notes are eligible for purchase with Plan Assets of any Plan.

Any fiduciary or other Plan investor considering whether to purchase the notes with Plan Assets of any Plan should determine whether such purchase is consistent with its fiduciary duties and whether such purchase would constitute or result in a non-exempt prohibited transaction under ERISA and/or Section 4975 of the Code. The prospective Plan investor, any fiduciary or other Plan investor considering whether to purchase or hold the notes should consult with its counsel regarding the necessity for and availability of exemptive relief under U.S. Department of Labor (“DOL”) Prohibited Transaction Class Exemption 96-23 (relating to transactions determined by “in-house asset managers”), 95-60 (relating to transactions involving insurance company general accounts), 91-38 (relating to transactions involving bank collective investment funds), 90-1 (relating to transactions involving insurance company pooled separate accounts) or 84-14 (relating to transactions determined by independent “qualified professional asset managers”) or any other prohibited transaction exemption issued by the DOL. A purchaser of the notes should be aware, however, that even if the conditions specified in one or more of the above-referenced exemptions are met, the scope of the exemptive relief provided by the exemption might not cover all acts which might be construed as prohibited transactions.

Certain employee benefit plans, such as governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA), are not subject to the requirements of ERISA or Section 4975 of the Code. Accordingly, assets of such plans may be invested in the notes without regard to the ERISA considerations described herein, subject to the provisions or other applicable federal and state law. However, any such plan that is qualified and exempt from taxation under the Sections 401(a) and 501(a) of the Code is subject to the prohibited transaction rules set forth in Section 503 of the Code.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of these new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until February 7, 2005, all dealers effecting transactions in the new notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transaction:


	•	in the over-the-counter market,

	•	in negotiated transactions,

	•	through the writing of options on the new notes, or

	•	a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices.

Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of new notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. Any broker-dealer that resells new notes that were received by it for its own account in the exchange offer and any broker-dealer that participates in a distribution of those new notes may be deemed to be an underwriter within the meaning of the Securities Act and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the new notes. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Furthermore, any broker-dealer that acquired any of the old notes directly from us:


	•	may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1983); and

	•	must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

For a period of 180 days after the expiration of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the old notes) other than commissions or concessions of any broker-dealer and will indemnify the holders of the old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Certain legal matters as to the validity and enforceability of the new notes and the guarantees by certain guarantors will be passed upon for General Nutrition Centers, Inc., General Nutrition Companies, Inc., General Nutrition Distribution Company, General Nutrition Government Services, Inc., General Nutrition International, Inc., General Nutrition Systems, Inc., GNC (Canada) Holding Company, GNC, Limited, GNC US Delaware, Inc. and GN Investment, Inc. by Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles, California. Certain legal matters relating to the guarantees will be passed upon for General Nutrition Corporation, General Nutrition Distribution, L.P., General Nutrition, Incorporated and GNC Franchising, LLC by Pepper Hamilton, LLP, in Pittsburgh, Pennsylvania. Certain legal matters relating to the guarantees will be passed upon for General Nutrition Investment Company and General Nutrition Sales Corporation by Lewis and Roca LLP, Phoenix, Arizona. Certain legal matters relating to the guarantees will be passed upon for Informed Nutrition, Inc. by Holland & Knight LLP Tallahassee, Florida. Certain legal matters relating to the guarantees will be passed upon for Nutra Manufacturing, Inc. by Kennedy Covington Lobdell & Hickman, L.L.P., Rock Hill, South Carolina.

The consolidated financial statements of General Nutrition Centers, Inc. and its subsidiaries as of December 31, 2003 and the period from December 5, 2003 through December 31, 2003 included in this Prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of General Nutrition Companies, Inc. and its subsidiaries as of December 31, 2002 and for the period from January 1, 2003 through December 4, 2003, and for each of the two years in the period ended December 31, 2002 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

We have filed with the SEC a registration statement on Form S-4 (including the exhibits, schedules, and amendments to the registration statement) under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement. For further information about us and the new notes, we refer you to the registration statement, including the documents and agreements filed as exhibits thereto.

We are not currently subject to the periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). The indenture governing the notes requires that we file reports under the Exchange Act with the SEC and furnish information to the trustee and holders of the notes. See “Description of the New Notes — Covenants — SEC Reports and Reports to Holders.” Information may be obtained from us at 300 Sixth Avenue, Pittsburgh, Pennsylvania 15222, Attention: Chief Legal Officer. To ensure timely delivery, please make your request as soon as practicable and, in any event, no later than five business days prior to the expiration of the exchange offer.

Upon effectiveness of the registration statement, we will become subject to the reporting and information requirements of the Exchange Act and, as a result, will file periodic and current reports, proxy statements, and other information with the SEC. You may read and copy this information at the Public Reference Room of the SEC located at 450 fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Copies of all or any part of the registration statement may be obtained from the SEC’s offices upon payment of fees prescribed by the SEC. The SEC maintains an Internet site that contains periodic and current reports, proxy and information statements, and other information regarding companies that file electronically with the SEC. The address of the SEC’s website is http://www.sec.gov.

To the Supervisory Board of Royal Numico N.V.
and the Stockholder of General Nutrition Companies, Inc.:

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations and comprehensive income, of stockholder’s equity and of cash flows presents fairly, in all material respects, the financial position of General Nutrition Companies, Inc., and its subsidiaries (the “Company”) at December 31, 2002, and the results of their operations and their cash flows for the period from January 1, 2003 through December 4, 2003, and for each of the two years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Accounting Oversight Board (United States), which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 5 to the consolidated financial statements, the Company changed its method of accounting for goodwill and intangible assets in 2002.

To the Stockholder and Board of Directors of
General Nutrition Centers, Inc. and Subsidiaries

In our opinion, the accompanying consolidated balance sheet and the related consolidated statement of operations and comprehensive income, of stockholder’s equity and of cash flows presents fairly, in all material respects, the financial position of General Nutrition Centers, Inc., and its subsidiaries (the “Company”) at December 31, 2003, and the results of their operations and their cash flows for the period from December 5, 2003 through December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards of the Public Accounting Oversight Board (United States), which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying notes are an integral part of the consolidated financial statements.

General Nature of Business. General Nutrition Centers, Inc. (the “Company”), a Delaware corporation, is a leading specialty retailer of vitamin, mineral and herbal supplements, diet and sports nutrition products and specialty supplements. The Company is also a provider of personal care and other health related products. The Company’s organizational structure is vertically integrated as the operations consist of purchasing raw materials, formulating and manufacturing products, and selling the finished products through its retail, franchising and manufacturing/ wholesale segments. The Company operates primarily in three business segments: Retail, Franchising and Manufacturing/ Wholesale. Corporate retail store operations are located in North America and Puerto Rico. Franchise stores are located in the United States and Canada and 34 international markets. The Company operates a manufacturing facility in South Carolina and distribution centers in Arizona, Pennsylvania and South Carolina. The Company also operates a smaller manufacturing facility in Australia. The Company manufactures the majority of its branded products, but also merchandises various third-party products. Additionally, the Company licenses the use of its trademarks and trade names. The processing, formulation, packaging, labeling and advertising of the Company’s products are subject to regulation by one or more federal agencies, including the Food and Drug Administration (“FDA”), Federal Trade Commission (“FTC”), Consumer Product Safety Commission, United States Department of Agriculture and the Environmental Protection Agency. These activities are also regulated by various agencies of the states and localities in which the Company’s products are sold.

Acquisition of the Company. In August 1999, General Nutrition Companies, Inc. (GNCI) was acquired by Numico Investment Corp. (“NIC”), which subsequent to the acquisition, was merged into GNCI. NIC was a wholly owned subsidiary of Numico U.S. L.P., which was merged into Nutricia USA, Inc. (“Nutricia”) in 2000. Nutricia (now known as Numico USA, Inc.) is a wholly owned subsidiary of Koninklijke (Royal) Numico N.V. (“Numico”), a Dutch public company headquartered in Zoetermeer, Netherlands. The results of GNCI were reported as part of the consolidated Numico financial statements from August 1999 to December 4, 2003.

On October 16, 2003, the Company entered into a purchase agreement (the “purchase agreement”) with Numico and Numico USA, Inc. to acquire 100% of the outstanding equity interest of GNCI from Numico USA Inc., a subsidiary of Numico (“the Acquisition”). The purchase equity contribution was made by GNC Investors, LLC, (“GNC LLC”) an affiliate of Apollo, together with additional institutional investors and certain management of the Company. The equity contribution from GNC LLC was recorded on General Nutrition Centers Holding Company, which was later renamed GNC Corporation (“GNCH”). GNCH utilized this equity contribution to purchase the investment in the Company. The Company is a wholly owned subsidiary of GNCH. The transaction closed on December 5, 2003 and was accounted for under the purchase method of accounting. The net purchase price was $733.2 million, which was paid from total proceeds via a combination of cash, and the proceeds from the issuance of senior subordinated notes and borrowings under a senior credit facility, and is summarized herein. Apollo Management LP (“Apollo”) and certain institutional investors, through GNC LLC and GNCH, contributed a cash equity investment of $277.5 million to the Company. In connection with the Acquisition on December 5, 2003, the Company also issued $215 million aggregate principal amount of its 8 1/2% Senior Subordinated Notes, due 2010, resulting in net proceeds to the Company of $207.1 million. In addition, the Company obtained a new secured senior credit facility consisting of a $285.0 million term loan facility and a $75 million revolving credit facility. The Company borrowed the entire $285.0 million under the term loan facility to fund a portion of the acquisition price, which netted proceeds to the Company of $275.8 million. These total proceeds were reduced by certain debt issuance and other transaction costs. Subject to certain limitations in accordance with the purchase agreement, Numico and Numico USA, Inc. agreed to indemnify the Company on losses arising from, among other items, breaches of representations, warranties, covenants and other certain liabilities relating to the business of GNCI, arising prior to December 5, 2003 as well as

any losses payable in connection with certain litigation including ephedra related claims. The Company utilized these proceeds to purchase GNCI with the remainder of $19.8 million used to fund operating capital.

In conjunction with the acquisition, fair value adjustments were made to the Company’s financial statements as of December 5, 2003. As a result of the acquisition by Apollo and fair values assigned by the appraisal specialist, the accompanying financial statements as of December 31, 2003 reflect adjustments made in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations. The following table summarizes the fair values assigned at December 5, 2003 to the Company’s assets and liabilities in connection with the acquisition.

Basis of Presentation. The accompanying financial statements for the period from December 5, 2003 to December 31, 2003 include the accounts of General Nutrition Centers, Inc. and its wholly owned subsidiaries. Included in this period are fair value adjustments to assets and liabilities, including inventory, goodwill, other intangible assets and property, plant and equipment. Also included is the corresponding effect these adjustments had to cost of sales, depreciation and amortization expenses. Accordingly, the accompanying financial statements for the periods prior to the Acquisition are labeled as “Predecessor” and the periods subsequent to the Acquisition are labeled as “Successor”.

For the period from August 8, 1999 to December 4, 2003 the consolidated financial statements of GNCI were prepared on a carve-out basis and reflect the consolidated financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States of America. The financial statements for this period reflected amounts that were pushed down from Nutricia and Numico in order to depict the financial position, results of operations and cash flows of GNCI based on these carve-out principles. As a result of the sale of GNCI to Apollo, all related party term debt was settled in full. As a result of recording these amounts, the financial statements of GNCI may not be indicative of the results that would be presented if GNCI had operated as an independent, stand-alone entity. See Note 22 for further discussion of GNCI’s related party transactions with Nutricia, Numico and other related entities.

The Company’s normal reporting period is based on a 52-week calendar year. Therefore, the Predecessor results of operations presented in the accompanying financial statements for the period from January 1, 2003 to December 4, 2003 are not necessarily indicative of the results that would be expected for the full reporting

year. In the opinion of management, all material adjustments consisting of normal recurring transactions, necessary to reflect a fair presentation of the financial statements, have been included.

Certain reclassifications have been made to the financial statements to ensure consistency in reporting and conformity between prior year and current year amounts.

The following is a summary of the significant accounting policies adopted by the Company. There have been no significant changes in accounting policies since the Acquisition.

Principles of Consolidation. The consolidated financial statements include the accounts of the Company and all of its subsidiaries. The equity method of accounting is used for investment ownership ranging from 20 to 50 percent. Investment ownership of less than 20 percent is accounted for on the cost method. All intercompany transactions have been eliminated in consolidation.

Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. Accordingly, these estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Some of the most significant estimates pertaining to the Company include the valuation of inventories, the allowance for doubtful accounts, income tax valuation allowances and the recoverability of long-lived assets. On a continual basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Revenue Recognition. The Company operates predominately as a retailer, through Company-owned and franchised stores, and to a lesser extent through wholesale operations. For all years and periods presented herein, the Company has complied with and adopted Securities and Exchange Commission Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition”.

The Retail segment recognizes revenue at the moment a sale to a customer is recorded. These revenues are recorded via the Company’s point of sale system. Gross revenues are netted (decreased) by actual customer returns and an allowance for expected customer returns. The Company records a reserve for expected customer returns based on management’s estimate, which is derived from historical return data. Revenue is deferred on sales of the Company’s Gold Cards and subsequently amortized over 12 months. The length of the amortization period is determined based on matching the discounts associated with the Gold Card program to the revenue deferral during the twelve month membership period. For an annual fee, the card provides customers with a 20% discount on all products purchased, both on the date the card is purchased and certain specified days of every month. The Company recognizes this discount as a reduction of revenue at the time of sale. The Company also defers revenue for sales of gift cards until such time the gift cards are redeemed for products.

The Company’s Franchise segment generates revenues from franchise fees (see Note 14 Franchise Revenue), product sales to franchisees, royalties, and interest income on the financing of the franchise locations. The franchisees purchase a majority of the products they sell from the Company at wholesale prices. Revenue on product sales to franchisees is recognized when risk of loss, title and insurable risks have transferred to the franchisee. Franchise fees are recognized by the Company at the time of a franchise store opening. Interest on the financing of franchisee notes receivable is recorded as it becomes due and payable. In accordance with the American Institute of Certified Public Accountants Statement of Position No. 01-6, “Accounting by Certain Entities That Lend to or Finance the Activities of Others”, the franchisee financing activity is further discussed in Note 6 Other Long-Term Assets. Gains from the sale of company-owned stores to franchisees are recognized in accordance with SFAS No. 66, “Accounting for Sales of Real Estate”. This standard requires gains on sales of corporate stores to franchisees to be deferred until certain criteria are

satisfied regarding the collectibility of the related receivable and the seller’s remaining obligations. Remaining sources of franchise income, including royalties, are recognized as earned.

The Manufacturing/ Wholesale segment sells product primarily to the other Company segments, third party customers and historically to certain related parties. Revenue is recognized when risk of loss, title and insurable risks have transferred to the customer. All intercompany transactions are eliminated in the enclosed consolidated financial statements.

The Company also has a consignment arrangement with certain customers and revenue is recognized when products are sold to the ultimate customer.

Vendor Allowances. The Company receives allowances from various vendors based on either sales or purchase volumes. In accordance with Emerging Issues Task Force (“EITF”) No. 02-16, “Accounting by a Reseller for Cash Consideration Received from a Vendor”, the Company has properly included this consideration received from vendors in cost of sales.

Distribution and Shipping Costs. The Company charges franchisees and third party customers shipping and transportation costs and reflects these charges in revenue. The costs that are associated with these charges are included in cost of goods sold.

Research and Development. Research and development costs arising from internally generated projects are expensed by the Company as incurred. The Company recorded $0.1 million in research and development costs for the 27 days ended December 31, 2003. GNCI recorded research and development amounts charged by Numico directly to expense during the Predecessor period. Research and development costs, recorded by GNCI, for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001 were $5.1, $6.1 and $5.3 million respectively. These costs are included in Other selling, general and administrative costs in the accompanying financial statements. See Note 22 Related Party Transactions.

Cash and Cash Equivalents. The Company considers cash and cash equivalents to include all cash and liquid deposits and investments with a maturity of three months or less. Cash requirements are met utilizing funds provided by the Company’s operations. Overnight investments in certain sweep accounts generate interest income earned from cash.

Investment Securities. The Company’s investments consisted of equity securities that were classified as available-for-sale. In accordance with SFAS No. 115, “Accounting for Certain Investments for Debt and Equity Securities”, these securities were stated at fair value based on quoted market prices. Unrealized gains and losses were recorded, net of applicable taxes, as a separate component of stockholder equity (deficit) in other comprehensive income. The investment balance of $5.7 million as of December 31, 2001 represented stock purchased, in July 1999, in connection with a business cooperation agreement with a leading on-line drugstore entity. In accordance with an agreement entered into at the time of the investment, the shares were subject to a mandatory holding period that prohibited the immediate sale of the stock. For the year ended December 31, 2001, an unrealized pre-tax gain was recorded on these investment securities of $3.3 million. For the year ended December 31, 2002, a realized pre-tax gain of $5.0 million was recognized upon the sale of all of the investment securities.

Inventories. Cost is determined using a standard costing system which approximates actual costs. Inventories are stated at the lower of cost or market on a FIFO (first in, first out) basis. Inventory components consist of raw materials, finished product and packaging supplies. The Company reviews its inventory levels in order to identify slow moving and short dated products, expected length of time for product sell through and future expiring product. Upon analysis, the Company has established certain valuation allowances to reserve for such inventory. When allowances are considered necessary, after such reviews, the inventory balances are adjusted and reflected net in the accompanying financial statements.

Accounts Receivable and Allowance for Doubtful Accounts. The Company sells product to its franchisees and, to a lesser extent, various third parties. See Note 1 Receivables, for the components of accounts receivable. To determine the allowance for doubtful accounts, factors that affect collect ability from the Company’s franchisees or customers include their financial strength, payment history, reported sales and the overall retail economy. The Company establishes an allowance for doubtful accounts for franchisees based on an assessment of the franchisees’ operations which includes analysis of their current year to date operating cash flows, retail sales levels, and status of amounts due to the Company, such as rent, interest and advertising. An allowance for international franchisees is calculated based on unpaid, unsecured amounts associated with their receivable balance. An allowance for receivable balances due from third parties is recorded, if considered necessary, based on facts and circumstances. These allowances are deducted from the related receivables and reflected net in the accompanying financial statements.

Notes Receivable. The Company offers financing to qualified franchisees in connection with the initial purchase of a franchise store. The notes offered by the Company to its franchisees are demand notes, payable monthly over a period ranging from five to seven years. Interest accrues principally at an annual rate that ranges from 11.25% to 13.75%, based on the amount of initial deposit, and is payable monthly. Allowances for these receivables are recorded in accordance with the Company’s policy described in the Accounts Receivable and Allowance for Doubtful Accounts policy.

Property, Plant and Equipment. Property, plant and equipment expenditures are recorded at cost. Depreciation and amortization are recorded using the straight-line method over the estimated useful life of the property. Fixtures are depreciated over three to eight years, and equipment is generally depreciated over ten years. Computer equipment and software costs are generally depreciated over three years. Amortization of improvements to retail leased premises is recorded using the straight-line method over the estimated useful life of the improvements, or over the life of the related leases, whichever period is shorter. Buildings are depreciated over 40 years and building improvements are depreciated over the remaining useful life of the building. The Company records tax depreciation in conformity with the provisions of applicable tax law.

Expenditures that materially increase the value or clearly extend the useful life of property, plant and equipment are capitalized in accordance with the policies outlined above. Repair and maintenance costs incurred in the normal operations of business are expensed as incurred. Gains from the sale of property, plant and equipment are recorded in current operations. Periodically, the Company receives varying amounts of reimbursements from landlords to compensate the Company for costs incurred in the construction of stores. Improvements to the leased premises which are recorded by the Company as fixed assets are reduced by the amount of these reimbursements.

The Company recorded depreciation expense of property, plant and equipment of $2.0 million for the 27 days ended December 31, 2003. GNCI recorded $50.9, $46.5 and $46.1 million for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001 respectively.

Goodwill and Intangible Assets. Goodwill represents the excess of purchase price over the fair value of identifiable net assets of acquired entities. In June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Intangible Assets”. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations after June 30, 2001 and provides guidance on the initial recognition and measurement of goodwill and intangible assets resulting from business combinations. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually. The Company adopted SFAS No. 142 as of January 1, 2002. Prior to 2002, goodwill and other intangible assets were amortized over periods not exceeding 40 years. Other intangible assets with finite lives are amortized on a straight-line basis over periods not exceeding 20 years. The Company records goodwill upon the acquisition of franchisee stores when the acquisition price exceeds the fair value of the

identifiable assets acquired and liabilities assumed of the store. This goodwill is accounted for in accordance with the above policy. See Note 5 Goodwill and Intangible Assets.

Impairment of Long-lived Assets. In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets”. SFAS No. 144 supercedes SFAS No. 121, “Accounting for the Impairment of Long-lived Assets and Long-lived Assets to be Disposed of”, and the provisions required by Accounting Principles Board Opinion (APB) No. 30, “Reporting Results of Operations and Discontinued Events and Extraordinary Items”. SFAS No. 144 is based on the framework established by SFAS No. 121, but also includes provisions requiring that assets held for sale be presented separately in the consolidated balance sheet and broadens the reporting of discontinued operations. SFAS No. 144 was effective for the year beginning January 1, 2002. This standard requires that certain assets be reviewed for impairment and if impaired, be re-measured at fair value whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The adoption of SFAS No. 144 had no effect in the Company’s financial statements.

Advertising Expenditures. The Company recognizes advertising, promotion and marketing program expenses as they are incurred. Television production costs are recognized during the period the commercial initially airs. The Company administers national advertising funds on behalf of its franchisees. In accordance with the franchisee contracts, the Company collects advertising funds from the franchisee and utilizes the proceeds to coordinate various advertising and marketing campaigns. The Company previously participated with its franchisees in a cooperative advertising program that was discontinued as of January 2001. The Company recorded $0.5 million in advertising expense for the 27 days ended December 31, 2003. GNCI recorded advertising expense of $38.4, $52.0 and $41.9 million for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001 respectively.

The Company has a balance of unused advertising barter credits on accounts with a third-party advertising agency. The Company generated these barter credits by exchanging inventory with a third-party barter vendor. In exchange, the barter vendor supplied the Company with advertising credits. The Company did not record a sale on the transaction as the inventory sold was for expiring products which were previously fully reserved for on the Company’s balance sheet. In accordance with APB 29, a sale is recorded based on either the value given up or the value received, whichever is more easily determinable. The value of the inventory was determined to be zero as the inventory was fully reserved. Therefore, these credits were not recognized on the balance sheet and are only realized when the Company advertises through the bartering company. The credits can be used to offset the cost of cable advertising. As of December 31, 2003, and December 31, 2002, the available credit balance was $16.6 and $18.8 million, respectively. The barter contract runs through March 2005, with renewable extensions.

Leases. The Company has various operating leases for Company owned and franchised store locations and equipment. Store leases generally include amounts relating to base rental, percent rent and other charges such as common area maintenance fees and real estate taxes. The Company leases its warehouse facilities in Pennsylvania and Arizona. The Company also has operating leases for their fleet of distribution tractors and trailers and fleet of field management vehicles. The expense associated with leases that have escalating payment terms is recognized on a straight-line basis over the life of the lease. We also lease a 630,000 square foot complex located in Anderson, South Carolina, for packaging, materials receipt, lab testing, warehousing, and distribution. Both the Greenville and Anderson facilities are leased on a long-term basis pursuant to “fee-in-lieu-of-taxes” arrangements with the counties in which the facilities are located, but we retain the right to purchase each of the facilities at any time during the lease for $1.00, subject to a loss of tax benefits. The Greenville and Anderson facilities are reflected at historical cost in property, plant and equipment on the balance sheet. As part of a tax incentive arrangement, the Company assigned the facilities to the counties and leases them back under operating leases. The Company leases the facilities from the counties where located, in lieu of paying local property taxes. Upon exercising its right to purchase the facilities back from the

counties, the Company will be subject to the applicable taxes levied by the counties. For accounting purposes, the purchase option in the lease agreements prevent sale-leaseback accounting treatment under SFAS No. 98, “Accounting for Leases”. As a result the original cost basis of the facilities remain on the balance sheet and continue to be depreciated. We also lease a 210,000 square foot distribution center in Leetsdale, Pennsylvania and a 112,000 square foot distribution center in Phoenix, Arizona. We conduct additional manufacturing that we perform for wholesalers or retailers of third-party products, as well as certain additional warehousing at a leased facility located in New South Wales, Australia. See Note 16 Long-Term Lease Obligations.

Pre-Opening Expenditures. The Company recognizes the cost associated with the opening of new stores as incurred. These costs are charged to expense and are not material for the periods presented. Franchise store pre-opening costs are incurred by the franchisees.

Deferred Financing Fees. Costs related to the financing of the senior credit facility and senior subordinated notes were capitalized and are being amortized over the term of the respective debt utilizing the straight line method. Accumulated amortization at December 31, 2003 is $0.2 million.

Income Taxes. The Company accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes”. As prescribed by SFAS No. 109, the Company utilizes the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. See Note 17 Income Taxes.

For the period December 5, 2003 to December 31, 2003 the Company will be participating in a consolidated federal income tax return as a subsidiary of GNCH. For state income tax purposes, the Company will file on both a consolidated and separate return basis in the states in which they conduct business.

For the period ended December 4, 2003 and the years ended December 31, 2002 and 2001, GNCI was a member of a consolidated filing group for federal income tax purposes. The filing group included GNCI, Nutricia and two other U.S. based affiliates, Rexall Sundown, Inc. (“Rexall”) and Unicity Network, Inc. (“Unicity”), both also wholly owned by Numico. An informal tax sharing agreement existed among the members of the consolidated filing group that provided for each entity to be responsible for a portion of the consolidated tax liability equal to the amount that would have been determined on a separate return basis. The agreement also provided for each company to be paid for any decreases in the consolidated federal income tax liability resulting from the utilization of deductions, losses and credits from current or prior years that were attributable to each entity. The current and deferred tax expense for the period ended December 4, 2003 and the years ended December 31, 2002 and 2001 are presented in the accompanying consolidated financial statements and was determined as if GNCI were a separate taxpayer. For state income tax purposes, the Company files on both a consolidated and separate return basis in the states in which they conduct business. Amounts due to Numico for taxes were settled in conjunction with the acquisition. According to the purchase agreement, Numico has agreed to indemnify the Company for any subsequent tax liabilities arising from periods prior the acquisition.

Self-Insurance. Prior to the acquisition, GNCI was included as an insured under several of Numico’s global insurance policies. Subsequent to the acquisition, the Company has procured insurance independently for such areas as general liability, product liability, directors and officers liability, property insurance, and ocean marine insurance. The Company is self-insured with respect to its medical benefits. As part of this coverage, the Company contracts with national service providers to provide benefits to its employees for all medical, dental, vision and prescription drug services. The Company then reimburses these service providers as claims are processed from Company employees. The Company maintains a specific stop loss provision of $200,000 per incident. The Company’s liability for medical claims is included as a component of accrued payroll and related liabilities and was $3.0 and $3.5 million as of December 31, 2003 and December 31, 2002, respectively. The Company carries general product liability insurance with a deductible of $1.0 million

per claim with an aggregate cap on retained losses of $10.0 million. The Company is self-insured for its worker’s compensation coverage in the State of New York with a stop loss of $250,000. The Company’s liability for worker’s compensation in New York was not significant as of December 31, 2003 and December 31, 2002. The Company is self-insured for physical damage to the Company’s tractors, trailers and fleet vehicles for field personnel use. The Company is self-insured for any physical damages that may occur at the corporate store locations. The Company’s associated liability for this self-insurance was not significant as of December 31, 2003 and December 31, 2002.

Stock Compensation. In accordance with APB No. 25, “Accounting for Stock issued to Employees”, the Company accounts for stock-based employee compensation using the intrinsic value method of accounting. For the period from December 5, 2003 to December 31, 2003, stock compensation represents shares of GNCH stock per the new General Nutrition Centers Holding Company 2003 Omnibus Stock Incentive Plan (See Note 21). The stock associated with this plan is not traded on any exchange. Stock compensation for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001 represents shares of Numico stock under the Numico 1999 Share Option Plan. SFAS No. 123, “Accounting for Stock-based Compensation”, prescribes that companies utilize the fair value method of valuing stock based compensation and recognize compensation expense accordingly. It does not require, however, that the fair value method be adopted and reflected in the financial statements. As an alternative, pro forma information is to be disclosed in the accompanying footnotes to reflect results as if SFAS No. 123 had been adopted. The Company has elected to continue accounting for stock-based compensation using the intrinsic value method and has disclosed the additional information required by SFAS No. 123 in Note 21, “Stock-Based Compensation Plans”. The Company has adopted the disclosure requirements of SFAS No. 148 “Accounting for Stock Based Compensation-Transition and Disclosure-an amendment of FASB Statement No. 123” by illustrating compensation costs in the following table.

Had compensation costs for stock options been determined using the fair market value method of SFAS No. 123, the effect on net loss for each of the periods presented would have been as follows:

Reflected in net (loss) income as reported for the period ended December 4, 2003, the Company recorded $3.8 million of stock based compensation expense resulting from the Numico Stock Appreciation Rights Plan. Refer to Note 21 Stock Compensation Plans.

Foreign Currency Translation. For all foreign operations, the functional currency is the local currency. In accordance with SFAS No. 52, “Foreign Currency Translation”, assets and liabilities of those operations, denominated in foreign currencies, are translated into U.S. dollars using period-end exchange rates, and income and expenses are translated using the average exchange rates for the reporting period. Gains or losses resulting from foreign currency transactions are included in results of operations. In accordance with SFAS No. 130, “Reporting Comprehensive Income”, translation adjustments are recorded as a separate component of stockholder equity (deficit) in other comprehensive income. For the 27 days ended December 31, 2003, the foreign currency translation amount was $0.3 million.

Investment in Equity Investees. During 2000, GNCI made an investment of $1.0 million in a vitamin company. GNCI made additional advances of $8.0 million to this company during 2000 and 2001. These advances were comprised of $5.5 million in investments (see Note 6 Other Long-Term Assets) and $3.5 million in accounts receivable. Due to subsequent changes in facts and circumstances, the Company assessed the realizability of this investment and established a reserve for the entire amount of the investment and advances in 2002. As of the Acquisition on December 5, 2003, no value was attributed to this investment.

Comprehensive Income. Comprehensive Income is composed of net income, adjusted for changes in other comprehensive income items such as foreign currency translation adjustments and unrealized gains or losses in certain investments in debt and equity securities. In accordance with SFAS No. 130, “Reporting Comprehensive Income”, the Company has identified and reported comprehensive income in the Consolidated Statement of Stockholder’s (Deficit) Equity and in a separate note. See Note 11 Other Comprehensive Income.

New Accounting Pronouncements. In December 2003, the FASB revised SFAS No. 132. The revised standards relate to additional disclosures about pension plans and other postretirement benefit plans. GNCI had previously adopted the disclosure requirements of SFAS No. 132. The adoption of this revised standard did not have a material impact on GNCI’s consolidated financial position or results of operations.

In August 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations”. SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. It is effective for reporting years beginning after June 15, 2002. The adoption of this standard did not have a material impact on its consolidated financial position or results of operations. As the operation of the Company’s manufacturing facility and distribution centers constitute a material portion of the Company’s business, other obligations may arise in the future. Since these operations have indeterminate lives, an asset retirement obligation cannot be reasonably estimated. Therefore, any additional liabilities associated with potential obligations cannot be estimated and thus, have not been accrued for in the accompanying financial statements.

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)”. This statement applies to costs associated with an exit activity that does not involve an entity newly acquired in a business combination or with a disposal activity covered by SFAS No. 144. It is effective for transactions after December 31, 2002. The adoption of this standard did not have a material impact on the Company’s consolidated financial position or results of operations.

In November 2002, the FASB issued FASB Interpretation (“FIN”) No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”. This interpretation clarifies existing guidance relating to a guarantor’s accounting for and disclosure of, the issuance of certain types of guarantees. FIN No. 45 requires that, upon issuance of a guarantee, the guarantor must recognize a liability for the fair value of the obligation it assumes under the guarantee. FIN No. 45 is effective on a prospective basis for guarantees issued or modified after December 31, 2002, except for the disclosure provisions which were adopted by the Company for the year ended December 31, 2002. The adoption of the remaining provisions of FIN No. 45 did not have a material impact on the Company’s consolidated financial position or results of operations.

In January 2003, the FASB issued FIN No. 46, “Consolidation of Variable Interest Entities — an interpretation of ARB No. 51”. This interpretation addresses the consolidation of variable interest entities (“VIEs”) and its intent is to achieve greater consistency and comparability of reporting between business enterprises. It defines the characteristics of a business enterprise that qualifies as a primary beneficiary of a variable interest entity. In December 2003, the FASB issued a modification to FIN 46, titled FIN 46R.

FIN 46R delayed the effective date for certain entities and also provided technical clarifications related to implementation issues. In summary, a primary beneficiary is a business enterprise that is subject to the majority of the risk of loss from the VIE, entitled to receive a majority of the VIE’s residual returns, or both. The implementation of FIN No. 46 has been deferred for non-public entities. For non-public entities, such as the Company, FIN No. 46 requires immediate application to all VIEs created after December 31, 2003. For all other VIEs, the Company is required to adopt FIN No. 46 by no later than the beginning of the first period beginning after December 15, 2004. FIN No. 46 also requires certain disclosures in financial statements regardless of the date on which the VIE was created if it is reasonably possible that the business enterprise will be required to disclose the activity of the VIE once the interpretation becomes effective. The Company adopted FIN No. 46 on January 1, 2004 and determined that it did not have an impact to its financial statements.

In April 2003, the FASB issued SFAS No. 149 “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. SFAS No. 149 amends and clarifies the accounting for and reporting of derivative instruments, including certain derivative instruments embedded in other contracts and hedging activities. SFAS No. 149 is effective for contracts entered into after June 30, 2003. As of December 31, 2003, the Company has not identified any financial instruments that fall within the scope of SFAS No. 149, thus the adoption of SFAS No. 149 does not have a material impact on the accompanying consolidated financial statements or results of operations.

In December 2003, the Securities and Exchange Commission issued SAB No. 104 “Revenue Recognition”. This SAB revises or rescinds certain portions of interpretative guidance included in Topic 13 of the codification of staff accounting bulletins. These changes make SAB 104 guidance consistent with current accounting regulations promulgated under U.S. generally accepted accounting principles. As stated in the Revenue Recognition accounting policy, the Company has adopted SAB No. 104 for all periods presented herein. The adoption of SAB No. 104 did not have a material impact on the accompanying consolidated financial statements or results of operations.

The settlement receivable was held in escrow for GNCI as of December 31, 2002. The entire balance was received in January 2003. The Contingent purchase price receivable is per the purchase agreement and was settled in 2004. See Note 22 Related Party Transactions.

Property, plant and equipment at each respective period consisted of the following:

General Nutrition Inc., a subsidiary of the Company, is a 50% limited partner in a partnership that owns and manages the building that houses the Company’s corporate headquarters. The Company occupies the majority of the available lease space of the building. The general partner is responsible for the operation and management of the property and reports the results of the partnership to the Company. The Company has consolidated the limited partnership, net of elimination adjustments, in the accompanying financial statements. No minority interest has been reflected in the accompanying financial statements as the partnership has sustained cumulative net losses from inception through December 31, 2003.

As described in the Summary of Significant Accounting Policies, Goodwill and Intangible Assets, GNCI adopted SFAS No. 142 on January 1, 2002. As a result, for subsequent periods including the Successor period, the Company no longer amortizes goodwill and brands. SFAS No. 142 requires that goodwill and other intangible assets with indefinite lives no longer be subject to amortization, but instead are to be tested at least annually for impairment. To accomplish this, GNCI identified its reporting units and their respective carrying values based on the carrying value of the assets and liabilities underlying each. The Company consulted with an independent appraisal firm and determined the fair value of each reporting unit and compared these values to the carrying value. The fair value of each reporting unit was estimated by

discounting its projected future cash flows at an appropriately determined discount rate for GNCI. The carrying amount of each reporting unit exceeded its fair value upon adoption of the new standard, thus indicating a transitional impairment charge was necessary. The transitional impairment resulted from several factors including the declining performance of GNCI and the overall industry, increased competition and diminished contract manufacturing growth. Therefore, upon adoption of SFAS No. 142, GNCI recorded a one-time, non-cash charge of $1.06 billion (pre-tax) to reduce the carrying amount of goodwill and other intangibles to their implied fair value. This charge is reflected as a cumulative effect of a change in accounting principle in the accompanying financial statements.

During 2002, deterioration in market conditions and financial results caused further decrease in expectations regarding growth and profitability. As of December 31, 2002, GNCI recorded an additional impairment charge of $222.0 million (pre-tax) for goodwill and other intangibles in accordance with SFAS No. 142.

During 2003, increased competition from the mass market, negative publicity by the media on certain supplements, and increasing pressure from the Federal Trade Commission on the industry as a whole caused a further decrease in expectations regarding growth and profitability. Accordingly, management initiated an evaluation of the carrying value of its long-lived intangible assets. As a result of valuations performed by an independent appraisal specialist as of September 30, 2003, GNCI recorded an additional impairment charge of $709.4 million (pre-tax) for goodwill and other intangibles in accordance with SFAS No. 142.

As stated in the Summary of Significant Accounting Policies, Acquisition of the Company section, fair value adjustments were made to the Company’s Successor financial statements as of December 5, 2003. The following table summarizes the Company’s goodwill activity, including the changes in the net book value of Goodwill arising from the acquisition:

Brand intangibles were previously amortized over 40 years. Upon the adoption of SFAS No. 142 on January 1, 2002, brands were assigned an indefinite life and are no longer subject to amortization. Intangible assets other than goodwill consisted of the following at each respective period. Differences in the cost basis of the intangibles between periods were primarily a result of impairment charges as previously discussed.

As stated in the Summary of Significant Accounting Policies, Acquisition of the Company section, utilizing an independent appraisal specialist, fair value adjustments were made to the Company’s financial statements as of December 5, 2003. In connection with the acquisition, fair values were assigned to various other intangible assets. The Company’s brands were assigned a fair value representing the longevity of the Company name and general recognition of the product lines. The Gold Card program was assigned a fair value representing the underlying customer listing, for both the Retail and Franchise segments. The retail agreements were assigned fair value reflecting the opportunity to expand the Company stores within a major drug store chain and on military facilities. A fair value was assigned to the agreements with the Company’s franchisees, both domestic and international, to operate stores for a contractual period. Fair values were assigned to the Company’s manufacturing and wholesale segments for production and continued sales to certain customers.

The following table reflects the gross carrying amount and accumulated amortization for each major intangible asset:

The following table represents future estimated amortization expense of intangible assets with definite lives:

Prior to the adoption of SFAS No. 142, GNCI amortized goodwill over periods not exceeding 40 years. The following table outlines the impact of SFAS No. 142 on the reported net (loss) income as a result of the non-amortization of goodwill beginning on January 1, 2002:

Included in investments in and advances to equity investees is a note receivable resulting from an investment in a vitamin company. GNCI had previously provided an allowance for the remaining balance of this receivable. GNCI made total investments and advances to the equity investee of $5.5 million; $2.0 million in 2000 and $3.5 million in 2001, which was fully reserved in 2002. As of December 5, 2003, no value was attributed to this investment. The Company had outstanding receivable balances of $4.3 and $4.0 million as of December 31, 2003 and December 31, 2002 which have also been fully reserved at each respective period. Included in long term deposits at December 31, 2003 are $4.4 million in cash collateralized letters of credit deposits, $4.0 million in cash collateral insurance deposits, and $0.6 million in other deposits.

Annual maturities of the Company’s long term financing receivables at December 31, 2003 are as follows:

As of December 31, 2003, the Related party payable was settled in full in conjunction with the Acquisition. See Note 22 Related Party Transactions.

Deferred revenue consists primarily of Gold Card and gift card deferrals. In conjunction with the Acquisition, the Company recorded a liability related to a store closure program. This liability includes costs associated with terminating leases for stores identified with this program. As of December 31, 2003 the balance of $7.6 million represents termination costs associated with stores scheduled to be closed in 2004.

In connection with the Acquisition, the Company entered into a new senior credit facility with a syndicate of lenders. The senior credit facility consists of a $285 million term loan facility and a $75 million revolving credit facility. All borrowings under the senior credit facility bear interest at a rate per annum equal to either (a) the greater of the prime rate as quoted on the British Banking Association Telerate, and the federal funds effective rate plus one half percent per annum, plus in each case, additional margins of 2.0% per annum for both the term loan facility and the revolving credit facility, or (b) the Eurodollar rate plus additional margins of 3.0% per annum for both the term loan facility and the revolving credit facility. In addition to paying the above stated interest rates, the Company is also required to pay a commitment fee relating to the unused portion of the revolving credit facility at a rate of 0.5% per annum. The senior credit facility matures on December 5, 2009 and permits the Company to prepay a portion or all of the outstanding balance without incurring penalties. The revolving credit facility matures on December 5, 2008. The senior credit facility payment maturity schedule is structured so that minimal payments are made quarterly for the first five years and a balloon payment is scheduled to be paid in the final year. (refer to the maturity schedule following). In general, the senior credit facility requires that certain net proceeds related to the sale of assets, insurance reimbursements, other proceeds and excess cash flow be used to pay down the outstanding balance. The senior credit facility contains normal and customary covenants including financial tests, (including maximum total leverage, minimum fixed charge coverage ratio and maximum capital expenditures) and certain other limitations such as the Company’s ability to incur additional debt, guarantee other obligations, grant liens on assets, make investments, acquisitions or mergers, dispose of assets, make optional payments or modifications of other debt instruments, and pay dividends or other payments on capital stock. The senior credit facility also contains covenants requiring the Company to submit to each agent and lender certain audited financial reports within 90 days of each fiscal year end and certain unaudited statements within 45 days after the end of each quarter. The Company is also required to submit to the Administrative Agent monthly management sales and revenue reports. Also, the Company is required to submit to the Trustee certain Compliance Certificates within 120 days of the fiscal year end.

To fund part of the Acquisition, the Company borrowed the entire $285 million under the term loan facility. This indebtedness has been guaranteed by the Company’s parent, GNCH, and its domestic subsidiaries. In addition, the senior credit facility is secured by first priority perfected security interests in

primarily all of the Company’s assets and also the assets of the subsidiary guarantors, except that the capital stock of the first-tier foreign subsidiaries is secured only up to 65%. None of the $75 million revolving credit facility was utilized in the acquisition. At December 31, 2003, $74.0 million of the revolving credit facility was available, as $1.0 million was utilized for letters of credit. At December 31, 2003, the average interest rate on this debt was 4.2%.

In conjunction with the Acquisition, the Company also issued $215 million of 8 1/2% senior subordinated notes. These notes mature on December 1, 2010 and were used to fund a portion of the Acquisition. The senior subordinated notes carry a fixed interest rate of 8 1/2% per annum which is payable semi-annually in arrears on June 1 and December 1 of each year, beginning with the first payment due on June 1, 2004. Prior to December 1, 2006 the Company may redeem up to 35% of the aggregate principal amount at a redemption price of 108.50% of the principal amount, plus any accrued and unpaid interest. The Company may also redeem all or part of the senior subordinated notes on or after December 1, 2007 according to the following redemption table, which includes the principal amount plus accrued and unpaid interest:

The senior subordinated notes are general unsecured obligations and are guaranteed on a senior subordinated basis by certain of the Company’s domestic subsidiaries and rank secondary to the Company’s senior credit facility. The senior subordinated notes contain customary covenants including certain limitations and restrictions on the Company’s ability to incur additional indebtedness beyond certain levels, dispose of assets, grant liens on assets, make investments, acquisitions or mergers, and declare or pay dividends. The senior subordinated notes also contain covenants requiring the Company to submit to the Trustee or holders of the notes certain financial reports that would be required to be filed with the Securities and Exchange Commission. Also, the Company is required to submit to the Trustee certain Compliance Certificates within 120 days of the fiscal year end.

At December 31, 2003, the Company’s total long-term debt principal maturities are as follows:

Prior to 1999, GNCI moved its corporate offices into a new building and financed the move with its internal cash and a credit facility. Subsequent to the move, in May of 1999, GNCI secured a mortgage through the 50% owned partnership that owns and manages the building. The original principal amount was $17.9 million, which carries a fixed annual interest rate of 6.95%, with principal and interest payable monthly over a period of 15 years. In conjunction with the Acquisition, the Company assumed the outstanding balance of this mortgage as part of the purchase price. The outstanding balance as of December 31, 2003 was $14.2 million.

In connection with GNCI’s acquisition by Numico in August 1999, GNCI’s immediate parent, Nutricia, formerly Numico U.S. L.P., (“the borrower”) entered into a Loan Agreement with an affiliated financing company of Numico, Nutricia International B.V. (“the lender”). The loan agreement provided that the lender make available to the borrower a term loan in a principal amount totaling $1.9 billion. The loan term was 10 years and was scheduled to mature on August 10, 2009. Interest accrued at a rate of 7.5% per annum, with interest payable semi-annually and principal payable annually in arrears. This loan was settled in full upon the Acquisition.

GNCI was not a party to the Loan Agreement and had no assets collateralized by the agreement. GNCI was, however, a guarantor of the loan between Nutricia and the lender. GNCI had historically made both

principal and interest payments indirectly to Numico through payments to Nutricia. Nutricia is a holding company with no operational sources of cash. Accordingly, the debt was pushed down to GNCI and was reflected as if GNCI had directly entered into the external loan agreement since inception.

The Loan Agreement contained both affirmative and negative covenants related to Nutricia as the borrower requiring, among other items, minimum net worth and maximum leverage ratio. Nutricia had not been in compliance with these covenants. Additionally, Nutricia had failed to make a portion of the principal payments as scheduled, thus creating an event of default under the terms of the agreement. The lender had provided waivers for all events of default, had not required any acceleration of payment obligations and had waived all covenant requirements for the remaining term of the loan agreement. Additionally, GNCI’s ultimate parent, Numico, had provided a letter of support indicating its intention to fund GNCI’s operating cash flow needs, if required. In January 2003, GNCI remitted the $75.0 million principal payment that was due December 31, 2002 on behalf of Nutricia. As a result of the Acquisition on December 5, 2003, these amounts were settled in full.

The Company issues letters of credit as a guarantee of payment to third party vendors in accordance with specified terms and conditions. It also issues letters of credit for various insurance contracts. From June 2001 to June 2003, GNCI funded these letters of credit through a $15.0 million facility with a local lender. Beginning in June, 2003, all letters of credit facilities were collateralized via a long term cash deposit account in GNCI’s name with the same local lender referred to above. At December 31, 2003 and 2002, the outstanding balance under the letter of credit facility was $4.4 million. As of December 31, 2003 the Company may utilize up to $50.0 million of the $75 million revolving credit facility to secure letters of credit. The Company pays interest based on the aggregate available amount of the credit facility at a per annum rate equal to the applicable margin in effect with respect to the Eurodollar loan rate. As of December 31, 2003, this rate was 0.5%. The Company also pays an additional interest rate of 1/4 of 1% per annum on all outstanding letters of credit issued. As of December 31, 2003, $1.0 million of the revolving credit facility was utilized to secure letters of credit.

During the year ended December 31, 2002, GNCI incurred a general reduction in force, primarily at the corporate headquarters. Severance costs associated with this reduction were $4.3 million and are reflected in compensation and related benefits in the accompanying financial statements. In 2003, GNCI incurred $10.4 million in retention and severance costs primarily related to employees at the corporate headquarters. At December 4, 2003, the Company recorded $8.7 million of retention payments for maintaining key management personnel related to the Acquisition. The remaining $1.7 million resulted from corporate employees terminated in 2003. Of this amount, $2.2 million was remaining as a liability as of December 31, 2003. These costs are reflected in compensation and related benefits in the accompanying financial statements. In conjunction with the Acquisition, certain management of the company were granted change in control payments.

The first 50% of the change in control bonus related to benefits earned as of the transaction closing date. These costs were accrued and expensed by the Company as of December 4, 2003. The liability is included as a component of accrued payroll and related liabilities and the expense is included in compensation and related benefits. The remaining 50% of the change in control bonus required employees to continue their employment for six months following the Acquisition. These costs are recognized as expense ratably over the six-month period of employment. In addition, the Company has recorded a receivable from Numico for the funding of these payments, which were accounted for as contingently returnable consideration that would adjust the original purchase price. This receivable from Numico is included in accounts receivable. Please

refer to Note 2. The liability and corresponding receivable will be settled upon the receipt of cash from Numico and subsequent payment to key management personnel. This arrangement was not a material factor in determining the purchase price for the Acquisition.

The accumulated balances of other comprehensive income and their related tax effects included as part of the consolidated financial statements are as follows:

GNCI remitted cash payments for federal and state income taxes of $2.5, $30.7 and $15.6 million for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001, respectively. These payments were made to Nutricia in accordance with the informal tax sharing agreement between the Company and Nutricia. See Income Taxes in the Summary of Significant Accounting Policies section. The Company remitted no tax payments for the 27 days ended December 31, 2003.

The Company remitted cash payments for interest expense related to the senior credit facility of $0.7 million for the 27 days ended December 31, 2003. GNCI remitted cash payments to Numico for interest expense of $122.5, $138.0 and $145.6 million, primarily related to the push down debt from Numico, for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001, respectively. GNCI converted $4.3 million of accounts receivable to long-term notes receivable in 2003.

Following is a reconciliation of the net cash purchase price of the acquisition of the Company by Apollo and the adjusted purchase price based on the purchase agreement.

The Company sponsors a 401(k) defined contribution savings plan covering substantially all employees. Full time employees who have completed 30 days of service and part time employees who have completed 1,000 hours of service are eligible to participate in the plan. The plan provides for employee contributions of 1% to 20% of individual compensation into deferred savings, subject to IRS limitations. The plan provides for Company contributions of 100% of the first 3% of participant’s contributions, upon the employee meeting the eligibility requirements. The contribution match was temporarily suspended as of June 30, 2003.

GNCI made cash contributions of $1.1, $2.2 and $2.4 million for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001 respectively. As the match was suspended, the Company made no cash contributions to the plan for the 27 days ended December 31, 2003.

The Company has a non-qualified Executive Retirement Arrangement Plan that covers key employees. Under the provisions of this plan, certain eligible key employees are granted cash compensation, which in the aggregate was not significant for any year presented.

The Company has a non-qualified Deferred Compensation Plan that provides benefits payable to certain qualified key employees upon their retirement or their designated beneficiaries upon death. The Plan allows participants the opportunity to defer pretax amounts ranging from 2% to 100% of their base compensation plus bonuses. The plan is funded entirely by elective contributions made by the participants. The Company has elected to finance any potential plan benefit obligations using corporate owned life insurance policies. As of December 31, 2003, plan assets exceed liabilities.

The Company enters into franchise agreements with initial terms of ten years. The Company charges franchisees three types of flat fees associated with stores: initial, transfer and renewal. The initial franchise fee is payable prior to the franchise store opening as consideration for the initial franchise rights and services performed by the Company. Transfer fees are paid as consideration for the same rights and services as the initial fee and occur when a former franchisee transfers ownership of the franchise location to a new franchisee. This is typically a reduced fee compared to the initial franchise fee. The renewal franchise fee is charged to existing franchisees upon renewal of the franchise contract. This fee is similar to, but typically less than the initial fee.

Once the franchised store is opened, transferred or renewed, the Company has no further obligations under these fees to the franchisee. Therefore, all initial, transfer and renewal franchise fee revenue is recognized in the period in which a franchise store is opened, transferred or date the contract period is renewed. GNCI recorded initial franchise fees of $3.0, $3.2 and $5.1 million for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001, respectively. The Company recorded $0.3 million in franchise fees for the 27 days ended December 31, 2003.

At December 31, 2003 and 2002, the Company’s financial instruments consisted of cash and cash equivalents, receivables, franchise notes receivable, accounts payable, certain accrued liabilities and long-term debt. The carrying amount of cash and cash equivalents, receivables, accounts payable and the accrued liabilities approximates their fair value because of the short maturity of these instruments. Based on the interest rates currently available and their underlying risk, the carrying value of the franchise notes receivable approximates their fair value. These fair values are reflected net of reserves, which are recorded according to Company policy. The carrying amount of the senior credit facility, senior subordinated notes, and mortgage is considered to approximate fair value since it carries an interest rate that is currently available to the Company for issuance of debt with similar terms and remaining maturities. The Numico related party debt was borrowed at rates and terms that are not the same as those rates and terms that would result from similar transactions with unrelated parties. Accordingly, it was not practical for GNCI to estimate the fair value of the related party notes payable as of December 31, 2002. The Company determined the estimated fair values by using currently available market information and estimates and assumptions where appropriate. Accordingly, as considerable judgment is required to determine these estimates, changes in the assumptions or

methodologies may have an effect on these estimates. The actual and estimated fair values of the Company’s financial instruments are as follows:

The Company enters into operating leases covering its retail store locations. The Company is the primary lessor of the majority of all leased retail store locations and sublets the locations to individual franchisees. The leases generally provide for an initial term of between five and ten years, and may include renewal options for varying terms thereafter. The leases require minimum monthly rental payments and a pro rata share of landlord allocated common operating expenses. Most retail leases also require additional rentals based on a percentage of sales in excess of specified levels (“Percent Rent”). According to the individual lease specifications, real estate taxes, insurance and other related costs may be included in the rental payment or charged in addition to rent. Other lease expenses relate to and include transportation equipment, data processing equipment and distribution facilities.

As the Company is the primary lessee for franchise store locations, it is ultimately liable for the lease payments to the landlord. The Company makes the payments to the landlord directly, and then bills the franchisee for reimbursement of this cost. If a franchisee defaults on its sub-lease and its sub-lease is terminated, the Company has in the past converted, and expects in the future to, convert any such franchise store into a corporate store and fulfill the remaining lease obligation.

The composition of the Company’s rental expense for all periods presented included the following components:

Minimum future obligations for non-cancelable operating leases with initial or remaining terms of at least one year in effect at December 31, 2003 are as follows:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities at each respective period consisted of the following:

At December 31, 2002, the valuation allowance relates to tax assets that were associated with the interest expense on the related party push down debt that was only deductible in future years upon generation of sufficient taxable income. As of December 31, 2002, GNCI believed, based on available evidence, that it was more likely than not, that future taxable income would not be sufficient to utilize these carryforwards, and the net deferred tax asset related to the debt would not be fully realizable. As discussed in Note 9 Long-Term Debt, debt had been pushed down to GNCI from Nutricia as of December 31, 2002. This deferred tax asset relates to interest deductions recorded by GNCI, but was a tax attribute of Nutricia. As a result of the acquisition of the Company by Apollo, Numico has retained certain tax obligations. As of December 31, 2003, the Company believes, based on current available evidence, that it is more likely than not, that future taxable income will be sufficient to utilize the net deferred tax assets which have been adjusted to reflect the new basis of accounting for both book and tax basis.

Income tax (expense)/ benefits for all periods consisted of the following components:

The following table summarizes the differences between the Company’s effective tax rate for financial reporting purposes and the federal statutory tax rate.

The Company is engaged in various legal actions, claims and proceedings arising out of the normal course of business. Potential exposures resulting from the Company’s business activities include breach of contracts, product liabilities, intellectual property and employment-related matters. As is inherent with such actions, an estimation of any possible and or ultimate liability cannot be determined at the present time. The Company is currently of the opinion that the amount of any potential liability resulting from these actions, when taking into consideration the Company’s general and product liability coverage, as a named insured of Numico, will not have a material adverse impact on its financial position, results of operations or liquidity.

The Company, like other retailers, distributors and manufacturers of products that are ingested, faces an inherent risk of exposure to product liability claims in the event that, among other things, the use of its

products results in injury. To summarize the product liability coverage as of December 31, 2003, the Company, has a deductible/retention of $1.0 million per claim and a $10.0 million aggregate cap on the retained losses, followed by primary products liability coverage and an additional umbrella liability insurance coverage. There can be no assurances that such insurance will continue to be available at a reasonable cost, or if available will be adequate to cover liabilities.

As part of the purchase agreement between the Company and Numico, Numico has agreed to indemnify the Company for various claims arising out of litigation incurred prior to the Company purchasing GNCI.

On November 2, 2001, Matthew Capelouto, a former store manager in California, filed a putative class action lawsuit in the Superior Court of California, Orange County. The lawsuit alleges that we misclassified store managers at our company-owned stores in California as exempt from overtime requirements and/or required them to work off the clock, and failed to pay them overtime, in violation of California’s wage and hour laws. On October 23, 2003, an amended complaint was filed, adding another named plaintiff, Lamar Wright, as well as claims for failure to provide required meal periods and rest periods for GNC managers at company-owned stores in California. The plaintiffs’ complaint seeks compensatory damages with interest, disgorgement of profits, punitive damages, meal period and rest period compensation, attorney’s fees and the costs of suit. On May 13, 2004, we entered into an agreement in principal to settle the claims of the putative class members, without admitting any liability, for a total payment of $4,620,000, inclusive of class counsel’s attorneys’ fees, costs and expenses, plus up to $20,000 of the costs of settlement administration. The settlement is subject to approval by the court. Moreover, we have the right to rescind the settlement if more than 10% of the putative class members opt out of the settlement.

On or about May 10, 2004, seven former employees brought an action in the United States District Court for the Southern District of New York on behalf of themselves and a purported class of other similarly situated current and former employees employed by GNC within the last six years and who allegedly worked but were not paid overtime for hours worked in excess of 40 hours per week. The complaint is brought under the federal Fair Labor Standards Act (the “FLSA”) and New York State Labor Law. The plaintiffs seek actual damages, liquidated damages, an order enjoining GNC from engaging in the future in the practices alleged in their complaint, and attorneys’ fees and the costs of suit. Based on the information available to us at the present time, we believe that this matter will not have a material adverse effect upon our liquidity, financial condition or results of operations.

Beginning in 1997, several franchisees brought a purported class actions against GNCI alleging, among other things, certain deceptive trade practices and unreasonable wholesale prices for inventory sold to franchisees. On October 26, 2001 resolution was reached on these three class actions. The major terms of the settlement include: (1) product purchase credits for GNC proprietary product, (2) payment of Plaintiffs attorneys fees, and (3) several changes to the operation of GNCI’s franchise system. All of the franchisee class actions were fully dismissed in October 2002.

On July 29, 2001, subsequently identical class actions were filed in the state courts of Florida, New York, New Jersey, Pennsylvania and Illinois against GNCI and various manufacturers of products containing pro-hormones, including androstenedione. On March 20, 2004, a similar lawsuit was filed in California. Plaintiffs allege that the Company has distributed or published periodicals that contain advertisements claiming that various pro-hormone products promote muscle growth. The complaint alleges that GNCI knew the advertisements and label claims promoting muscle growth were false, but nonetheless continued to sell the products to consumers. Plaintiffs seek injunctive relief, disgorgement of profits, attorney’s fees and the costs of suit. GNCI has tendered these cases to the various manufacturers for defense and indemnification. Based upon the information available to the Company at the present time, the Company believes that these matters will not have a material adverse effect upon the liquidity, financial condition or results of operations.

The Company’s manufacturing subsidiary was a plaintiff in a lawsuit brought in Federal Court seeking direct damages against various raw material suppliers for allegedly selling raw materials at artificially inflated prices. These claims have been resolved and have resulted in a recovery to the Company, net of attorney fees, which is primarily the amount reflected in other income in the accompanying financial statements for the years ended December 31, 2003, 2002 and 2001, respectively.

The Company and/or one of its subsidiaries are currently named as defendants in numerous lawsuits alleging damages from the ingestion of products containing ephedra. These cases have been tendered to the various suppliers of those products for indemnification and defense pursuant to certain vendor supplier agreements. The outcome of this litigation is uncertain and taking into consideration the available product liability coverage, no provisions have been made in the consolidated financial statements for any possible loss. Furthermore, in connection with the acquisition, the Company is also entitled to indemnification by Numico and Nutricia for certain losses arising from all claims related to products containing ephedra.

The Company maintains certain purchase commitments with various vendors to ensure its operational needs are fulfilled. Future commitments related to information technology equipment, services and maintenance agreements as of December 31, 2003 totaled $1.2 million and various purchase commitments with third-party vendors of $30.3 million. Other commitments related to the Company’s business operations cover varying periods of time and are not significant. All of these commitments are expected to be fulfilled with no adverse consequences to the Company’s operations or financial condition.

Due to the nature of the Company’s business operations having a presence in multiple taxing jurisdictions, the Company periodically receives inquiries and/or audits from various state and local taxing authorities. Any probable and reasonably estimable liabilities that may arise from these inquiries have been accrued and reflected in the accompanying financial statements. In conjunction with the acquisition, certain other contingencies will be indemnified by Numico. These indemnifications include certain legal costs associated with certain identified cases as well as any tax costs, including audit settlements, that would be for liabilities incurred prior to December 5, 2003.

For the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001, GNCI acquired 58, 61 and 131 stores, respectively, from non-corporate, franchisee store locations. These acquisitions were accounted for utilizing the purchase method of accounting, and GNCI recorded total costs associated with these acquisitions of $3.2, $4.1 and $21.9 million for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001, respectively. Goodwill associated with these purchases of $0.9, $1.7 and $14.1 million was recognized in the consolidated financial statements for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001, respectively. For the 27 days ended December 31, 2003, the Company recorded $0.1 million in acquisition costs.

The following is a summary of the allocation of the purchase price for franchise store acquisitions:

In connection with the Acquisition, the Company issued 1,000 shares of common stock with a par value of $.01. The stock is owned 100% by the Company’s parent GNCH. GNCH also contributed $277.5 million in additional paid in capital in conjunction with the acquisition.

In connection with the prior acquisition by NIC and subsequent merger into Nutricia, GNCI issued 100 shares of common stock, par value $.01 in August 1999. All shares were outstanding as of December 31, 2002. Nutricia also had contributed $691.0 million of additional paid in capital in 1999.

On December 5, 2003 the Board of Directors of the Company’s parent, General Nutrition Centers Holding Company approved and adopted the General Nutrition Centers Holding Company 2003 Omnibus Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enable the Company to attract and retain highly qualified personnel who will contribute to the success of the Company. The Plan provides for the granting of stock options, stock appreciation rights, restricted stock, deferred stock and performance shares. The Plan is available to certain eligible employees as determined by the Board of Directors of GNCH. The total number of shares of common stock reserved and available for the Plan is 4.0 million shares of GNCH. The stock options carry a four year vesting schedule and expire after seven years from date of grant. As of December 31, 2003 the number of stock options granted at fair value is 2.6 million. No stock appreciation rights, restricted stock, deferred stock or performance shares were granted under the Plan as of December 31, 2003. The weighted average fair value of options granted under the Plan was $2.40 per share.

The following table outlines the total stock options granted, effective on December 5, 2003:

The Company has adopted the disclosure requirements of SFAS No. 148, but has elected to continue to measure compensation expense using the intrinsic value method for accounting for stock-based compensation as outlined by APB No. 25. According to APB No. 25, no compensation expense has been recognized for the December 5, 2003 stock option grants awarded under the above plan, as of December 31, 2003. In

accordance with SFAS No. 148, pro forma information regarding net income is required to be disclosed as if the Company had accounted for its employee stock options using the fair value method of SFAS No. 123. Refer to the Summary of Significant Accounting Policies for this disclosure. There were no options vested or exercisable under the Plan at December 31, 2003.

Fair value information for the Plan was estimated using the Black-Scholes option-pricing model based on the following assumptions for the options granted in 2003:

Because the Black-Scholes option valuation model utilizes certain estimates and assumptions, the existing models do not necessarily represent the definitive fair value of options for future periods.

During 1999 and 2000, the Executive Board of Numico, under approval of the Supervisory Board, had granted certain key employees of GNCI options to purchase depository receipts of Numico shares under the Numico Share Option Plan (“Numico Plan”). These options were granted with an exercise price determined by the Numico Executive Board. The difference between the exercise price of the option and the fair market value of Numico’s common shares on the date of the option grant was expensed ratably over the option vesting period. These amounts were not material for the years ended December 31, 2002 and 2001. The Numico Plan options expire five years after the date of grant and became vested and exercisable after three years from the date of grant. The Numico Plan options became fully vested in 2003, and remain a liability of Numico.

Following is a table outlining the total number of shares that were granted under the Numico Plan:

The weighted average fair value of the Numico Plan options granted in 2000 was $15.25 per share. For the years ended December 31, 2002 and 2001, GNCI adopted the disclosure requirements of SFAS No. 123, but elected to continue to measure compensation expense using the intrinsic value method for accounting for stock-based compensation as outlined by APB No. 25. In accordance with SFAS No. 123, pro forma information regarding net income is required to be disclosed as if GNCI had accounted for its employee stock

options using the fair value method of SFAS No. 123. Refer to the Summary of Significant Accounting Policies for this disclosure. The number of options exercisable under the Numico Plan at December 31, 2002 and December 4, 2003 was 240,000 and 535,000, respectively. Fair value information for the Numico Plan stock options was estimated using the Black-Scholes option-pricing model based on the following assumptions for the options granted in 2000:

Because the Black-Scholes option valuation model utilizes certain estimates and assumptions, the existing models do not necessarily represent the definitive fair value of options for future periods. No options were granted in 2003, 2002 or 2001.

As was previously approved by the Executive Board of Numico, stock appreciation rights (“SARs”) were granted to certain employees of GNCI. The SARs provided for a payment in cash or stock equal to the excess of the fair market value of a common share, when the SAR was exercised, over the grant price. GNCI granted 262,500 and 306,000 SARs to key employees under the Stock Appreciation Rights Plan in 2001 and 2002, respectively. SARs expire no later than five years after the date of grant and became exercisable three years from the grant date. As the grant price of the SARs has exceeded the fair value of Numico common stock since the date of grant, no compensation expense was recognized for the years presented in the accompanying financial statements.

In June 2003, GNCI granted an additional 321,000 SARs to key employees under the above plan. These SARs had a three year vesting life and become fully vested upon change in control of GNCI. The weighted average fair value of the Numico SARs granted in 2003 was $3.63 per share. Due to the Acquisition , GNCI recorded $3.8 million in compensation expense related to these SARs for the period ended December 4, 2003 as the SAR’s became fully vested upon the change in control as a result of the Acquisition.

In accordance with the Numico Management Stock Purchase Plan (“MSPP”) and to encourage key employees of the GNCI to own shares of Numico common stock, options to purchase shares of Numico common stock in an amount up to 200% of the participant’s base salary were granted on January 21, 2000. These options were exercisable on January 21, 2000. Upon exercise, Numico extended a recourse loan to the participants at an annual interest rate of 6.0%, to match on a two for one basis the amount of the participant’s own investment to purchase additional shares. According to the MSPP, 50% of the loan balance was to be forgiven if the participant remained employed with GNCI through August 10, 2002. The remaining 50% of the loan balance was to be forgiven by Numico if the participant remained employed by GNCI through January 21, 2003 and certain operating performance goals were met as outlined in the MSPP. If the participant was involuntarily terminated without cause, the loan forgiveness was to be prorated in accordance with the plan. Compensation expense was initially being recognized each period based on an estimate of the amount of loan forgiveness earned by the participants during the period. Total pre-tax compensation expense, net of loan repayments, of $7.1 million was recognized for the year ended December 31, 2000. The MSPP was subsequently amended in 2001 and 2002 to waive the performance obligations and extend the date of the forgiveness for the entire loan. As a result of the 2001 amendments, the loans were considered to have been converted to non-recourse loans and the remaining loan balance of $14.6 million was recognized as compensation expense for the year ended December 31, 2001. For the year ended December 31, 2002, a recovery of loan forgiveness of $2.0 million was recognized as a result of participants terminating from GNCI.

In June 2003 Numico granted certain participants the right to a cash bonus in an amount adequate to reimburse them for 50% of their initial cash investment and to cover their tax liability related to this reimbursement and the loan forgiveness. This bonus was payable on January 5, 2005, regardless of whether the participant remains employed by GNCI. The accrued liability was adjusted each period, based on the best available information, to the amount expected to be paid. This adjustment in the calculation of the amount payable cannot result in an amount exceeding a “break even point”; therefore, participants will only be made whole in their investment and will not receive compensation in excess of their original invested amount and associated tax liability. Based upon the current Numico stock price at December 4, 2003, GNCI recorded no net compensation expense for the period ended December 4, 2003. In conjunction with the Acquisition, the plan was assumed by Numico.

During the normal course of operations, for the 27 days ended December 31, 2003 the Company entered into transactions with entities that were under common ownership and control of GNCH, the Company’s immediate parent. In accordance with SFAS No. 57, “Related Party Disclosures”, the nature of these material transactions is described in the following footnotes.

Management Service Fees. As of December 5, 2003 the Company entered into a management services agreement with GNCH and Apollo. The agreement provides that Apollo Management V, L.P. will furnish certain investment banking, management, consulting, financial planning, and financial advisory and investment banking services on an ongoing basis and for any significant financial transactions that may be undertaken in the future. The length of the agreement is ten years. There is an annual general services fee of $1.5 million which is payable in monthly installments. There are also major transaction services fees for services that Apollo may provide which would be based on normal and customary fees of like kind. The purchase agreement also contained a structuring fee related to the acquisition. This fee amounted to $7.5 million and was accrued for at December 31, 2003.

During the normal course of operations, for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001 GNCI entered into transactions with entities that were under common ownership and control of Numico. In accordance with SFAS No. 57, “Related Party Disclosures”, the nature of these material transactions is described below. During 2003, Rexall and Unicity ceased to be related parties as their operations were sold by Numico. Transactions recorded with these companies prior to their sale dates are included in related party transactions.

Sales. GNCI recorded net sales of $18.7, $44.3 and $46.1 million to Numico affiliated companies for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001, respectively. These amounts were included in the Manufacturing/ Wholesale segment of the business.

Cost of Sales. Included in cost of sales were purchases from Numico affiliated companies of $130.9, $198.7 and $111.1 million for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001, respectively. A significant portion of these purchases related to raw material and packaging material purchases from Nutraco S.A., a purchasing subsidiary of Numico. Included in the above totals were additional purchases from another related party in the amounts of $28.8, $35.2 and $46.3 million for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001, respectively.

Transportation Revenue. GNCI operated a fleet of distribution vehicles that service delivery of product to company-owned and franchise locations. GNCI also delivered product for a related party. GNCI recorded amounts associated with these transportation services for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001, of $1.4, $2.4 and $1.6 million, respectively as a reduction of its transportation costs.

Management Service Fees. According to the terms of a management service agreement that began in 2002 between GNCI and Nutricia, Nutricia charged $13.2 million of costs which were included in selling, general and administrative expenses for the year ended December 31, 2002. The fees included charges for strategic planning, certain information technology, product and material management, group business process, human resources, legal, tax, regulatory and management reporting. There were no fees allocated to GNCI for the period ended December 4, 2003.

Research and Development. GNCI incurred $0.1, $1.5 and $0.4 million of research and development costs from US affiliates for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001, respectively. In accordance with the previous Research Activities Agreement with Numico, also included in selling, general and administrative expenses for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001 were costs related to research and development charged by Numico. The agreement provided that Numico conduct research and development activities including but not limited to: ongoing program of scientific and medical research, support and advice on strategic research objectives, design and develop new products, organize and manage clinical trials, updates on the latest technological and scientific developments, and updates on regulatory issues. These charges totaled $5.0, $4.6 and $4.9 million for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001, respectively.

Insurance. For the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001, in order to reduce costs and mitigate duplicate insurance coverage, GNCI’s ultimate parent, Numico, purchased certain global insurance policies covering several types of insurance. GNCI received charges for their portion of these costs. These charges totaled $2.9, $2.6 and $1.2 million for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001, respectively.

Shared Service Personnel Costs. GNCI provided certain risk management, tax and internal audit services to other affiliates of Numico. The payroll and benefit costs associated with these services were reflected on GNCI’s financial statements and were not allocated to any affiliates. Total costs related to shared services absorbed by GNCI was $1.2 million for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001, respectively. GNCI also incurred costs related to management services provided for the benefit of all U.S. affiliates. These costs totaled $1.1, $2.7 and $2.6 million for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001, respectively. GNCI received certain management services related to the affiliation between GNCI and its U.S. parent, Nutricia and its ultimate parent, Numico. These services were not significant to GNCI’s operations.

Due from and to Related Parties. Included with other current assets were amounts on deposit with Numico Financial Services S.A., a subsidiary of Numico. Numico Financial Services S.A. represented the financing entity of Numico and served as a cash concentration center for Numico subsidiaries and affiliates. GNCI had $70.6 and $1.4 million on deposit as of December 4, 2003 and December 31, 2002, respectively, with Numico Financial Services S.A. There were no amounts on deposit at December 31, 2001.

As discussed above, GNCI had amounts due from and due to several related parties. Following is a table summarizing the amount due from and due to related parties for the following periods, excluding the related party term loan described in Note 9:

Note Due to Related Party. As of December 31, 2001, GNCI had a short term note payable to a related party resulting from an intercompany loan. The note balance at December 31, 2001 was $42.3 million and was a non-interest bearing note. The entire note balance was settled by December 31, 2002.

The following operating segments represent identifiable components of the Company for which separate financial information is available. This information is utilized by management to assess performance and allocate assets accordingly. The Company’s management evaluates segment operating results based on several indicators. The primary key performance indicators are sales and operating income or loss for each segment. Operating income or loss, as evaluated by management, excludes certain items that are managed at the consolidated level, such as distribution and warehousing, corporate overhead, impairments and other corporate costs. The following table represents key financial information for each of the Company’s business segments, identifiable by the distinct operations and management of each: Retail, Franchising, and Manufacturing/Wholesale. The Retail segment includes the Company’s corporate store operations in the United States and Canada. The Franchise segment represents the Company’s franchise operations, both domestically and internationally. The Manufacturing/Wholesale segment represents the Company’s manufacturing operations in

South Carolina and Australia and the Wholesale sales business. This segment supplies the Retail and Franchise segments, along with various third parties, with finished products for sale. The Warehousing and Distribution, Corporate Overhead, and Other Unallocated Costs represent the Company’s administrative expenses. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

The following table represents key financial information of the Company’s business segments:

The following unaudited pro forma information for the combined twelve months ended December 31, 2003 and the year ended December 31, 2002 assumes that the Acquisition of the Company had occurred as of January 1 of each year presented. The pro forma amounts include adjustments related to depreciation, amortization, interest expense, and certain other management fees, research and development, transaction fees, directors fees and inventory adjustments. The tax effects of the pro forma adjustments have been reflected at the Company’s blended federal and state income tax rate of 36.5%.

The pro forma results are not necessarily indicative of the results that would have occurred and are not intended to provide a forecast of future expected results.

As of December 31, 2003 the Company’s debt includes the senior credit facility and the 8 1/2% senior subordinated notes. The senior credit facility has been guaranteed by the Company’s parent GNCH and its domestic subsidiaries. The senior subordinated notes are general unsecured obligations and are guaranteed on a senior subordinated basis by certain of the Company’s domestic subsidiaries and rank secondary to the Company’s senior credit facility. Guarantor subsidiaries include the Company’s direct and indirect domestic subsidiaries as of the respective balance sheet dates. Non-Guarantor subsidiaries include the remaining direct and indirect foreign subsidiaries. The subsidiary guarantors are 100% owned by the Company, the guarantees are full and unconditional, and the guarantees are joint and several.

Following are condensed consolidated financial statements of the Company and the combined guarantor subsidiaries for the 27 days ended December 31, 2003. The guarantor subsidiaries are presented in a combined format as their individual operations are not material to the Company’s consolidated financial statements. Investments in subsidiaries are either consolidated or accounted for under the equity method of accounting. Also following are condensed consolidated financial statements for GNCI for the period ended December 4, 2003 and the twelve months ended December 31, 2002 and 2001. Intercompany balances and transactions have been eliminated.

For the twelve months ended December 31, 2001 and 2002 and the period ended December 4, 2003, the Parent company is GNCI (Predecessor). For the 27 days ended December 31, 2003, the Parent/ Issuer company is General Nutrition Centers, Inc. (Successor).

The accompanying notes are an integral part of the consolidated financial statements.

The accompanying notes are an integral part of the consolidated financial statements

The accompanying notes are an integral part of the consolidated financial statements.

On October 16, 2003, the Company entered into a purchase agreement (the “purchase agreement”) with Numico and Numico USA, Inc. to acquire 100% of the outstanding equity interest of GNCI from Numico USA Inc., a subsidiary of Numico (“the Acquisition”). The purchase equity contribution was made by GNC Investors, LLC, (“GNC LLC”) an affiliate of Apollo, together with additional institutional investors and certain management of the Company. The equity contribution from GNC LLC was recorded on General Nutrition Centers Holding Company (“GNCH”). GNCH utilized this equity contribution to purchase the investment in the Company. The Company is a wholly owned subsidiary of GNCH. The transaction closed on December 5, 2003 and was accounted for under the purchase method of accounting. The net purchase price was $733.2 million, which was paid from total proceeds via a combination of cash, and the proceeds from the issuance of senior subordinated notes and borrowings under a senior credit facility, and is summarized herein. Apollo Management LP (“Apollo”) and certain institutional investors, through GNC LLC and GNCH, contributed a cash equity investment of $277.5 million to the Company. In connection with the Acquisition on December 5, 2003, the Company also issued $215.0 million aggregate principal amount of its 8 1/2% Senior Subordinated Notes, due 2010, resulting in net proceeds to the Company of $207.1 million. In addition, the Company obtained a new secured senior credit facility consisting of a $285.0 million term loan facility and a $75.0 million revolving credit facility. The Company borrowed the entire $285.0 million under the term loan facility to fund a portion of the acquisition price, which netted proceeds to the Company of $275.8 million. These total proceeds were reduced by certain debt issuance and other transaction costs. Subject to certain limitations in accordance with the purchase agreement, Numico and Numico USA, Inc. agreed to indemnify the Company on losses arising from, among other items, breaches of representations, warranties, covenants and other certain liabilities relating to the business of GNCI, arising prior to December 5, 2003 as well as any losses payable on connection with certain litigation including ephedra related claims. The Company utilized these proceeds to purchase GNCI with the remainder of $19.8 million used to fund operating capital. Subsequent to the Acquisition, in 2004 the Company received a cash payment of $15.7 million from Numico related to a working capital contingent purchase price adjustment. This adjustment was recorded as a contingent purchase price receivable as of December 31, 2003. Also in 2004 the Company remitted a payment to Numico of $5.9 million related to a tax purchase price adjustment.

In conjunction with the acquisition, fair value adjustments were made to the Company’s financial statements as of December 5, 2003. As a result of the acquisition by Apollo and fair values assigned, the accompanying financial statements as of December 31, 2003 reflect adjustments made in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations. The following table summarizes the fair values assigned at December 5, 2003 to the Company’s assets and liabilities in connection with the Acquisition.

The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and with the instructions to Form 10-Q and Rule 210-10-01 of Regulation S-X. Accordingly, they do not include all of the information and related footnotes that would normally be required by accounting principles generally accepted in the United States of America for complete financial reporting. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ending December 31, 2003, which are included in the Company’s S-4 filing with the Securities and Exchange Commission.

The accompanying unaudited consolidated financial statements include all adjustments (consisting of a normal and recurring nature) that management considers necessary for a fair presentation of financial information for the interim periods. Interim results are not necessarily indicative of the results that may be expected for the remainder of the year ending December 31, 2004.

For the three and six months ended June 30, 2003, the consolidated financial statements of our predecessor GNCI, were prepared on a carve-out basis and reflect the consolidated financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States of America. The financial statements for this period reflected amounts that were pushed down from the former parent of GNCI in order to depict the financial position, results of operations and cash flows of GNCI based on these carve-out principles.

The financial statements as of December 31, 2003, and June 30, 2004 reflect periods subsequent to the Acquisition and include the accounts of the Company and its wholly owned subsidiaries. Included in the period ending December 31, 2003 are fair value adjustments to assets and liabilities, including inventory,

goodwill, other intangible assets and property, plant and equipment. Accordingly, the accompanying financial statements for the periods prior to the Acquisition are labeled as “Predecessor” and the periods subsequent to the Acquisition are labeled as “Successor”.

Certain reclassifications have been made to the financial statements to ensure consistency in reporting and conformity between prior year and current year amounts.

Stock Compensation. In accordance with Accounting Principles Board (“APB”) No. 25, “Accounting for Stock issued to Employees”, the Company accounts for stock-based employee compensation using the intrinsic value method of accounting. For the three months and six months ended June 30, 2004, stock compensation represents shares of GNCH stock issued pursuant to the General Nutrition Centers Holding Company 2003 Omnibus Stock Incentive Plan. The common stock issued pursuant to this plan is not registered or traded on any exchange. Stock compensation for the three months and six months ended June 30, 2003 represents shares of Numico stock under the Numico 1999 Share Option Plan. SFAS No. 123, “Accounting for Stock-based Compensation”, prescribes that companies utilize the fair value method of valuing stock based compensation and recognize compensation expense accordingly. It does not require, however, that the fair value method be adopted and reflected in the financial statements. The Company has adopted the disclosure requirements of SFAS No. 148 “Accounting for Stock Based Compensation — Transition and Disclosure — an amendment of FASB Statement No. 123” by illustrating compensation costs in the following table. On February 10, 2004, the Company issued additional stock options to certain management and directors. On March 31, 2004, the Company performed a valuation of their common stock using the same model that was used by Apollo to acquire GNCI, which resulted in a value under $6.00 per share. Therefore, no compensation expense was recognized in connection with this issuance.

Had compensation costs for stock options been determined using the fair market value method of SFAS No. 123, the effect on net loss for each of the periods presented would have been as follows:

In January 2003, the FASB issued FASB Interpretation (“FIN”) No. 46, “Consolidation of Variable Interest Entities — an interpretation of Accounting Research Bulletin (“ARB”) No. 51”. This interpretation addresses the consolidation of variable interest entities (“VIEs”) and its intent is to achieve greater consistency and comparability of reporting between business enterprises. It defines the characteristics of a business enterprise that qualifies as a primary beneficiary of a variable interest entity. In December 2003, the FASB issued a modification to FIN 46, titled FIN 46R. FIN 46R delayed the effective date for certain entities and also provided technical clarifications related to implementation issues. In summary, a primary beneficiary is a business enterprise that is subject to the majority of the risk of loss from the VIE, entitled to receive a majority of the VIE’s residual returns, or both. The implementation of FIN No. 46R has been deferred for non-public entities. For non-public entities, such as the Company, FIN No. 46R requires immediate application to all VIEs created after December 31, 2003. For all other VIEs, the Company is required to adopt FIN No. 46R by no later than the beginning of the first period beginning after December 15, 2004. FIN No. 46R also requires certain disclosures in financial statements regardless of the date on which the VIE was created if it is reasonably possible that the business enterprise is required to disclose the activity of the VIE. The Company adopted FIN No. 46R on January 1, 2004 and determined that it does not have an impact to its financial statements.

In March, 2004, the Emerging Issues Task Force issued EITF 03-6, “Participating Securities and the Two — Class Method under FASB Statement No. 128”. This statement provides additional guidance on the calculation and disclosure requirements for earnings per share. The FASB concluded in EITF 03-6 that companies with multiple classes of common stock or participating securities, as defined by SFAS No. 128, calculate and disclose earnings per share based on the two-class method. The adoption of this statement does not have an impact to the Company’s financial statement presentation.

Goodwill represents the excess of purchase price over the fair value of identifiable net assets of acquired entities. Goodwill and intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually. Other intangible assets with finite lives are amortized on a straight-line basis over periods not exceeding 20 years. The Company records goodwill upon the acquisition of franchisee stores when the acquisition price exceeds the fair value of the identifiable assets acquired and liabilities assumed of the store. The following tables summarize the Company’s goodwill and intangible asset activity from December 31, 2003 to June 30, 2004:

The following table reflects the gross carrying amount and accumulated amortization for each major intangible asset:

The following table represents future estimated amortization expense of intangible assets with definite lives:

As of the date of the Acquisition, the Company had identified 117 underperforming stores that were scheduled to be closed and had established a store restructuring reserve for these stores. As of June 30, 2004 the total number of underperforming stores to be closed decreased to 100. Of these, 87 were closed as of June 30, 2004. The Company expects to close the remainder of the stores during 2004. The reserves consisted of $7.6 million in estimated store lease termination costs. Following is a summary of the store closure activity for the six months ended June 30, 2004. The store closing costs incurred represent store lease termination cost payments for the six months ended June 30, 2004:

In connection with the Acquisition, the Company entered into a new senior credit facility with a syndicate of lenders. The senior credit facility consists of a $285.0 million term loan facility and a $75.0 million revolving credit facility. The revolving credit facility allows for $50.0 million to be used as collateral for outstanding letters of credit, of which $9.4 million and $1.0 million was used at June 30, 2004 and December 31, 2003, respectively, leaving $65.6 million and $74.0 million, respectively, of this facility available for borrowing on such dates. The senior credit facility is payable quarterly in arrears and at June 30, 2004, carried an average interest rate of 4.3%. The senior credit facility contains normal and customary covenants including financial tests, (including maximum total leverage, minimum fixed charge coverage ratio and maximum capital expenditures) and certain other limitations such as the Company’s ability to incur additional debt, guarantee other obligations, grant liens on assets, make investments, acquisitions or mergers, dispose of assets, make optional payments or modifications of other debt instruments, and pay dividends or other payments on capital stock. The senior credit facility also contains covenants requiring the Company to submit to each agent and lender certain audited financial reports within 90 days of each fiscal year end and certain unaudited statements within 45 days after the end of each quarter. The Company is also required to submit to the Administrative Agent monthly management sales and revenue reports. The Company believes that for the quarter ending June 30, 2004, it has complied with its covenant reporting and compliance requirements in all material respects.

In conjunction with the Acquisition, the Company issued $215.0 million of 8 1/2% senior subordinated notes. The senior subordinated notes mature on December 1, 2010 and bear interest at the rate of 8 1/2% per annum, which is payable semi-annually in arrears on June 1 and December 1 of each year, beginning with the first payment due on June 1, 2004. Prior to December 1, 2006 the Company may redeem up to 35% of the aggregate principal amount at a redemption price of 108.50% of the principal amount, plus any accrued and unpaid interest. The Company may also redeem all or part of the senior subordinated notes on or after December 1, 2007 according to the following redemption table, which includes the principal amount plus accrued and unpaid interest:

The senior subordinated notes are general unsecured obligations and are guaranteed on a senior subordinated basis by certain of the Company’s domestic subsidiaries and rank secondary to the Company’s senior credit facility. The senior subordinated notes contain customary covenants including certain limitations and restrictions on the Company’s ability to incur additional indebtedness beyond certain levels, dispose of assets, grant liens on assets, make investments, acquisitions or mergers, and declare or pay dividends. The senior subordinated notes also contain covenants requiring the Company to submit to the Trustee or holders of the notes certain financial reports that would be required to be filed with the Securities and Exchange Commission, such as Forms 10-K, 10-Q and 8-K. Also, the Company is required to submit to the Trustee certain Compliance Certificates within 120 days of the fiscal year end.

Net deferred tax assets and liabilities were $27.5 and $31.2 million as of June 30, 2004 and December 31, 2003 respectively. Accrued income taxes were $9.1 and $0.4 million as of June 30, 2004 and December 31, 2003 respectively. The effective tax rate as of June 30, 2004 was 36.4%. The effective tax rate as of June 30, 2003 was (28.1%), which primarily resulted from a valuation allowance on deferred tax assets associated with interest expense on the related party pushdown debt from Numico. The Company believed that as of June 30, 2003 it was unlikely that future taxable income would be sufficient to realize the tax assets associated with the interest expense on the related party pushdown debt from Numico. Thus, a valuation allowance was recorded. According to the purchase agreement, Numico has agreed to indemnify the Company for any subsequent tax liabilities arising from periods prior to the acquisition.

The Company is engaged in various legal actions, claims and proceedings arising out of the normal course of business, including claims, breach of contracts, product liabilities, intellectual property matters and employment-related matters resulting from the Company’s business activities. As is inherent with such actions, an estimation of any possible and or ultimate liability cannot be determined at the present time. The Company is currently of the opinion that the amount of any potential liability resulting from these actions, when taking into consideration the Company’s general and product liability coverage, will not have a material adverse impact on its financial position, results of operations or liquidity.

Accrued payroll and related liabilities at each respective period consisted of the following:

In conjunction with the Acquisition, certain management of the Company were granted change in control and retention payments. As of December 31, 2003, $9.2 million was accrued by the Company. The remainder of these payments accrued ratably over six months beginning December 5, 2003 and were paid in June 2004. For the six months ended June 30, 2004, the Company paid $12.1 million in change in control and retention costs. The Company was reimbursed for these payments from Numico, according to provisions included in the purchase agreement, accordingly, these amounts were included in Accounts Receivable at December 31, 2003. These net costs are reflected in compensation and related benefits in the accompanying financial statements.

The following table summarizes the retention and severance activity for the six months ended June 30, 2004:

The following operating segments represent identifiable components of the Company for which separate financial information is available. This information is utilized by management to assess performance and allocate assets accordingly. The Company’s management evaluates segment operating results based on several indicators. The primary key performance indicators are sales and operating income or loss for each segment. Operating income or loss, as evaluated by management, excludes certain items that are managed at the consolidated level, such as distribution and warehousing, impairments and other corporate costs. The following table represents key financial information for each of the Company’s business segments, identifiable by the distinct operations and management of each: Retail, Franchising, and Manufacturing/Wholesale. The Retail segment includes the Company’s corporate store operations in the United States and Canada. The

Franchise segment represents the Company’s franchise operations, both domestically and internationally. The Manufacturing/Wholesale segment represents the Company’s manufacturing operations in South Carolina and Australia and the Wholesale sales business. This segment supplies the Retail and Franchise segments, along with various third parties, with finished products for sale. The Warehousing and Distribution, Corporate costs, and Other Unallocated Costs represent the Company’s administrative expenses. The accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies.

The following unaudited pro forma information for the three and six months ended June 30, 2003 assumes that the Acquisition of the Company had occurred as of January 1, 2003. The Pro Forma adjustments relate to depreciation, amortization, interest, and management, research, transaction, and directors fees. The tax effects of the pro forma adjustments have been reflected at the Company’s blended federal and state income tax rate of 36.4%.

The pro forma results are not necessarily indicative of the results that would have occurred had the Acquisition occurred at such date, and are not intended to provide a forecast of future expected results.

The accumulated balances of other comprehensive income and their related tax effects included as part of the consolidated financial statements are as follows:

As of June 30, 2004, the Company’s debt includes the senior credit facility and the 8 1/2% senior subordinated notes. The senior credit facility has been guaranteed by the Company’s parent, GNCH, and the Company’s domestic subsidiaries. The senior subordinated notes are general unsecured obligations and are guaranteed on a senior subordinated basis by certain of the Company’s domestic subsidiaries and rank

secondary to the Company’s senior credit facility. Guarantor subsidiaries include the Company’s direct and indirect domestic subsidiaries as of the respective balance sheet dates. Non-Guarantor subsidiaries include the remaining direct and indirect foreign subsidiaries. The subsidiary guarantors are 100% owned by the Company, the guarantees are full and unconditional, and are joint and several.

Following are condensed consolidated financial statements of the Company and the combined guarantor subsidiaries for the three months ended June 30, 2004 and the six months ended June 30, 2004. The guarantor subsidiaries are presented in a combined format as their individual operations are not material to the Company’s consolidated financial statements. Investments in subsidiaries are either consolidated or accounted for under the equity method of accounting. Also following are condensed consolidated financial statements for GNCI for the three months and six months ended June 30, 2003. Intercompany balances and transactions have been eliminated.

For the three months and six months ended June 30, 2004 and the period ended December 31, 2003, the Parent/Issuer company is the Company, General Nutrition Centers, Inc. (Successor). For the three months and six months ended June 30, 2003, the Parent company is GNCI (Predecessor).

During the normal course of operations, for the six months ended June 30, 2004 the Company entered into transactions with entities that were under common ownership and control with GNCH and Apollo. In accordance with SFAS No. 57, “Related Party Disclosures”, the nature of these material transactions is described in the following footnotes.

Management Service Fees. As of December 5, 2003 the Company entered into a management services agreement with Apollo. The agreement provides that Apollo furnish certain investment banking, management, consulting, financial planning, and financial advisory and investment banking services on an ongoing basis and for any significant financial transactions that may be undertaken in the future. The length of the agreement is ten years. There is an annual general services fee of $1.5 million which is payable in monthly installments. As of June 30, 2004 payments of $0.8 million were made to Apollo. There are also major transaction services fees for services that Apollo may provide which would be based on normal and customary fees of like kind. The purchase agreement also contained a structuring and transaction services fee related to the Acquisition. This fee amounted to $7.5 million, was accrued for at December 31, 2003, and subsequently paid in January, 2004.

Cost of Sales. At February 4, 2004, the Company, through its manufacturing subsidiary, entered into an agreement with Nalco, an Apollo owned company, for water treatment programs at its South Carolina manufacturing facility. The agreement allows for water treatment to occur at the facility for a one year period, at a total cost of twelve thousand dollars to be billed in equal monthly installments beginning in February, 2004.

During the normal course of operations, for the six months ended June 30, 2003, GNCI entered into transactions with entities that were under common ownership and control of Numico. In accordance with SFAS No. 57, “Related Party Disclosures”, the nature of these material transactions is described below. During 2003, Rexall and Unicity ceased to be related parties as their operations were sold by Numico. Transactions recorded with these companies prior to their sale dates are included in related party transactions.

Sales. GNCI recorded net sales of $17.6 million to Numico affiliated companies for the six months ended June 30, 2003. These amounts were included in the Manufacturing/ Wholesale segment of the business.

Cost of Sales. Included in cost of sales were purchases from Numico affiliated companies of $100.2 million for the six months ended June 30, 2003. A significant portion of these purchases related to raw material and packaging material purchases from Nutraco S.A., a purchasing subsidiary of Numico. Included in the above totals were additional purchases from another related party in the amount of $21.6 million for the six months ended June 30, 2003.

Transportation Revenue. GNCI operated a fleet of distribution vehicles that serviced delivery of product to company-owned and franchise locations. GNCI also delivered product for a related party. GNCI recorded amounts associated with these transportation services for the six months ended June 30, 2003, of $1.3 million.

Research and Development. In accordance with the previous Research Activities Agreement with Numico, also included in selling, general and administrative expenses for the six months ended June 30, 2003, were costs related to research and development charged by Numico. The agreement provided that Numico conduct research and development activities including but not limited to: ongoing program of scientific and medical research, support and advice on strategic research objectives, design and develop new

products, organize and manage clinical trials, updates on the latest technological and scientific developments, and updates on regulatory issues. These charges totaled $3.2 million for the six months ended June 30, 2003.

Insurance. In order to reduce costs and mitigate duplicate insurance coverage, GNCI’s ultimate parent, Numico, purchased certain global insurance policies covering several types of insurance. GNCI received charges for their portion of these costs. These charges totaled $2.9 million for the six months ended June 30, 2003.

Shared Service Personnel Costs. GNCI provided certain risk management, tax and internal audit services to other affiliates of Numico. The payroll and benefit costs associated with these services were reflected on GNCI’s financial statements and were not allocated to any affiliates. Total costs related to shared services absorbed by GNCI was $1.6 million for the six months ended June 30, 2003. GNCI also incurred costs related to management services provided for the benefit of all U.S. affiliates. These management services related to the affiliation between GNCI and its U.S. parent, Nutricia and its ultimate parent, Numico. These services were not significant to GNCI’s operations for the six months ended June 30, 2003.

On December 5, 2003 the Board of Directors of our parent (the “Parent Board”) approved and adopted the General Nutrition Centers Holding Company 2003 Omnibus Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enable the Company to attract and retain highly qualified personnel who will contribute to the success of the Company. The Plan provides for the granting of stock options, stock appreciation rights, restricted stock, deferred stock and performance shares. The Plan is available to certain eligible employees as determined by the Parent Board. The total number of shares of common stock reserved and available for the Plan is 4.0 million shares. The stock options carry a four year vesting schedule and expire after seven years from date of grant. As of June 30, 2004 the number of stock options granted at fair value is 2.6 million. No stock appreciation rights, restricted stock, deferred stock or performance shares were granted under the Plan as of June 30, 2004. The weighted average fair value of options granted under the Plan was $2.40 per share.

The following table outlines the total stock options granted, with an effective date of December 5, 2003:

The Company has adopted the disclosure requirements of SFAS No. 148, but has elected to continue to measure compensation expense using the intrinsic value method for accounting for stock-based compensation as outlined by APB No. 25. In accordance with SFAS No. 148, pro forma information regarding net income is required to be disclosed as if the Company had accounted for its employee stock options using the fair value method of SFAS No. 123. Refer to the Summary of Significant Accounting Policies for this disclosure. There were 325,000 options vested under the Plan at June 30, 2004.

Fair value information for the Plan was estimated using the Black-Scholes option-pricing model based on the following assumptions for the options granted in 2003:

Because the Black-Scholes option valuation model utilizes certain estimates and assumptions, the existing models do not necessarily represent the definitive fair value of options for future periods.

Until February 7, 2005, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The Delaware Entities — General Nutrition Centers, Inc., General Nutrition Companies, Inc., General Nutrition Distribution Company, General Nutrition Government Services, Inc., General Nutrition International, Inc., General Nutrition Systems, Inc., GNC (Canada) Holding Company, GNC, Limited, GNC US Delaware, Inc. and GN Investment, Inc.

General Nutrition Centers, Inc., General Nutrition Companies, Inc., General Nutrition Distribution Company, General Nutrition Government Services, Inc., General Nutrition International, Inc., General Nutrition Systems, Inc., GNC (Canada) Holding Company, GNC, Limited, GNC US Delaware, Inc. and GN Investment, Inc., which we refer to as the Delaware entities, are each Delaware corporations, and as a Delaware corporation, are each subject to the Delaware General Corporation Law (“DGCL”) and the exculpation from liability and indemnification provisions contained therein.

Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the corporation. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or for any transaction from which the director derived an improper personal benefit.

Article Sixth of General Nutrition Centers, Inc.’s certificate of incorporation provides that a director of General Nutrition Centers, Inc. shall not be liable to General Nutrition Centers, Inc. or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. In addition, Article VIII of the bylaws of General Nutrition Centers, Inc. provides that the corporation shall indemnify any person made party to any action or proceeding by reason of the fact that such person is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another entity, if such person acted in good faith in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. Any such person is also entitled to have the corporation pay by General Nutrition Centers, Inc. the expenses incurred in defending in any proceeding in advance of its final disposition.

Article VIII, Section 8 of the bylaws of General Nutrition Centers, Inc. provides that the corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the corporation’s request as a director, officer, employee or agent of another entity against any liability incurred by such person in any such capacity or arising out of

Article Eighth of the certificate of incorporation of General Nutrition Companies, Inc. provides that the corporation shall indemnify to the full extent permitted by applicable law any person made party to any action or proceeding 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 entity. Article Eighth also provides that the corporation may purchase and maintain insurance on behalf of any such person against any such liabilities asserted against or incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against any such liability under Article Eighth.

Article Eleventh of the certificate of incorporation of General Nutrition Companies, Inc. provides that no director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction in which the director received an improper personal benefit.

The bylaws of General Nutrition Companies, Inc. do not contain provisions under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against liability which such persons may incur in such persons’ capacity as such.

Article 10 of the certificate of incorporation of General Nutrition Distribution Company provides that, to the fullest extent permitted by the DGCL, a director of General Nutrition Distribution Company shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The bylaws of General Nutrition Distribution Company do not contain provisions under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against liability which such persons may incur in such persons’ capacity as such.

Article Seventh of the certificate of incorporation of General Nutrition Government Services, Inc. provides that a director of General Nutrition Government Services, Inc. shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except (i) for breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. The bylaws of General Nutrition Government Services, Inc. do not contain provisions under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against liability which such persons may incur in such persons’ capacity as such.

Article 10 of the certificate of incorporation of General Nutrition International, Inc. provides that, to the fullest extent permitted by the DGCL, a director of General Nutrition International, Inc. shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The bylaws of General Nutrition International, Inc. do not contain provisions under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against liability which such persons may incur in such persons’ capacity as such.

Article 10 of the certificate of incorporation of General Nutrition Systems, Inc. provides that a director of General Nutrition Systems, Inc. shall not be personally liable to the corporation or its stockholders for breach of fiduciary duty except for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a known violation of law, (iii) under Section 174 of the DGCL, or (iv) any transaction from which the director derived an improper personal benefit. In addition, Article 11 of the certificate of incorporation of General Nutrition Systems, Inc. provides that the corporation shall indemnify its officers, directors, employees and agents to the full extent permitted by Section 145 of the DGCL.

The bylaws of General Nutrition Systems, Inc. do not contain provisions under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against liability which such persons may incur in such persons’ capacity as such.

Article Seventh of the certificate of incorporation of GNC (Canada) Holding Company provides that a director of GNC (Canada) Holding Company shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a known violation of law, (iii) under Section 174 of the DGCL, or (iv) any transaction from which the director derived an improper personal benefit. The bylaws of GNC (Canada) Holding Company do not contain provisions under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against liability which such persons may incur in such persons’ capacity as such.

Article Seventh of the certificate of incorporation of GNC, Limited provides that a director of GNC, Limited shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a known violation of law, (iii) under Section 174 of the DGCL, or (iv) any transaction from which the director derived an improper personal benefit. The bylaws of GNC, Limited do not contain provisions under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against liability which such persons may incur in such persons’ capacity as such.

Article Eighth of the certificate of incorporation of GNC US Delaware, Inc. provides that the corporation shall indemnify to the full extent permitted by applicable law any person made or threatened to be made party to any action or proceeding 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 entity. Article Eighth also provides that the corporation may purchase and maintain insurance on behalf of any such person against any such liabilities asserted against or incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against any such liability under Article Eighth of the bylaws.

Article Eleventh of the certificate of incorporation of GNC US Delaware, Inc. provides that no director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction in which the director received an improper personal benefit.

The bylaws of GNC US Delaware, Inc. do not contain provisions under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against liability which such persons may incur in such persons’ capacity as such.

Article Eighth of the certificate of incorporation of GN Investment, Inc. provides that the corporation shall indemnify to the full extent permitted by applicable law any person made or threatened to be made party to any action or proceeding 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 entity. Article Eighth also provides that the corporation may purchase and maintain insurance on behalf of any such person against any such liabilities asserted against or incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against any such liability under Article Eighth of the bylaws.

Article Eleventh of the certificate of incorporation of GN Investment, Inc. provides that no director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction in which the director received an improper personal benefit.

The bylaws of GN Investment, Inc. do not contain provisions under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against liability which such persons may incur in such persons’ capacity as such.

The Pennsylvania Entities — General Nutrition Corporation, General Nutrition, Incorporated, General Nutrition Distribution, L.P. and GNC Franchising, LLC (f/k/a GNC Franchising, Inc.)

General Nutrition Corporation, General Nutrition, Incorporated are each Pennsylvania corporations, and as a Pennsylvania corporation, are each subject to the Pennsylvania Business Corporation Law (“PBCL”). GNC Franchising, LLC (f/k/a GNC Franchising, Inc.) is a Pennsylvania limited liability company and as a Pennsylvania limited liability company is subject to the Pennsylvania Limited Liability Company Law (“PLLCL”). General Nutrition Distribution, L.P. is a limited partnership and as a Pennsylvania limited partnership is subject to the Pennsylvania Revised Limited Partnership Act (“RLPA”).

Sections 1741 and 1742 of the PBCL provide that a corporation may indemnify, under specified circumstances, persons who were or are directors, officers or employees of the corporation or who served or serve other business entities at the request of the corporation. Under these provisions, a person who is wholly successful in defending a claim will be indemnified for any reasonable expenses. To the extent a person is not successful in defending a claim, reasonable expenses of the defense and any liability incurred are to be indemnified under these provisions only where independent legal counsel or another disinterested person selected by the board of directors determines that such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation, and in addition with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct of such person was unlawful. Any expense incurred with respect to any claim may be advanced by the corporation if the recipient agrees to repay such amount if it is ultimately determined that such recipient is not entitled to be indemnified.

Section 1746 of the PBCL provides that the indemnification provided for therein shall not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled. Section 1746 also provides for increased indemnification protections for directors, officers and others. Indemnification may be provided by Pennsylvania corporations in any case except where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 1747 of the PBCL provides that a corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against that liability under the provisions of the PBCL described above.

Section 1713 of the PBCL also sets forth a framework whereby Pennsylvania corporations, with the approval of the shareholders, may limit the personal liability of directors for monetary damages except where the act or omission giving rise to a claim constitutes self-dealing, willful misconduct or recklessness. The section does not apply to a director’s responsibility or liability under a criminal or tax statute and may not apply to liability under Federal statutes, such as the Federal securities laws.

Section 8945 of the PLLCL provides that, subject to such standards and restrictions, if any, as are set forth in the operating agreement, a limited liability company may and shall have the power to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, except that indemnification shall not be made where the act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Any such indemnification may be granted for any action taken and may be made whether or not the company would have the power to indemnify the person under any other provision of law except as provided in section 8945 and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the company.

Section 8945 of the PLLCL also provides that expenses incurred by a member, manager or other person in defending any action or proceeding against which indemnification may be made under section 8945 may be paid by the company in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the company.

Section 8510 of the RLPA provides that subject to any standards and restrictions set forth in the partnership agreement, a limited partnership shall have the power to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever, except that indemnification shall not be made where the act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Any such indemnification may be granted for any action taken and may be made whether or not the limited partnership would have the power to indemnify the person under any other provision of law except as provided in section 8510 and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the limited partnership.

Section 8510 of the RLPA also provides that expenses incurred by a partner or other person in defending any action or proceeding against which indemnification may be made pursuant to section 8510 may be paid by the limited partnership in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the limited partnership.

The articles of incorporation and the bylaws of General Nutrition Corporation do not contain provisions under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against liability which such persons may incur in such persons’ capacity as such.

The articles of incorporation and the bylaws of General Nutrition, Incorporated do not contain provisions under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against liability which such persons may incur in such persons’ capacity as such.

The certificate of organization and the limited liability company operating agreement of GNC Franchising, LLC (f/k/a GNC Franchising, Inc.) do not contain provisions under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against liability which such persons may incur in such persons’ capacity as such.

Section 19.1 of the agreement of limited partnership of General Nutrition Distribution, L.P. provides that the partnership shall indemnify any partner (or employee of a partner) against any liabilities losses, judgments, claims and/or in connection with the defense of any action or proceeding action where the person who was, is or is threatened to be named in the proceeding was named because the person is or was a partner of the partnership (or an employee of the same). Such indemnification is conditioned upon a finding by the majority vote of the partnership that such person conducted himself in good faith, reasonably believed that his conduct was in the partnership’s best interest (or in the case of conduct not in his official capacity, personally believed that his conduct was not opposed to the partnership’s best interest), and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

The Arizona Entities — General Nutrition Investment Company and General Nutrition Sales Corporation

General Nutrition Investment Company and General Nutrition Sales Corporation, which we refer to as the Arizona entities, are each Arizona corporations, and as an Arizona corporation, are each subject to the Arizona Revised Statutes (“A.R.S.”).

Sections 10-850 to 10-858 of the A.R.S. grant a corporation broad powers to indemnify any person in connection with legal proceedings made a party to a proceeding by reason of his present or past status as an officer or director of the corporation, provided that the person acted in good faith and in a manner he reasonably believed to be in (when acting in an official capacity) or not opposed to (when acting in all other circumstances) the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that no indemnification may be made in connection with any action by or in the right of the corporation, if such person is adjudged to be liable to the corporation, or in connection with any proceeding charging improper personal benefit to the person whether or not involving action in the person’s official capacity, in which the person was held liable on the basis that the personal benefit was improperly received by the person. Indemnification by the corporation is mandatory in the case of a director who was the prevailing party, on the merits or otherwise, in the defense of any such proceeding, and also in the case of an outside director against reasonable expenses incurred in connection with such a proceeding (in advance of final disposition of the proceeding upon a specified affidavit from the director), in either case subject to the limitations noted above and to any limitations in the articles of incorporation.

The A.R.S. also gives a corporation power to purchase and maintain insurance on behalf of an individual who is or was a director or officer of the corporation or who, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under the indemnification provisions of the A.R.S.

Article Eighth of the articles of incorporation of General Nutrition Investment Company provides that the corporation shall indemnify to the full extent permitted by applicable law, any person made or threatened to be made party to any action or proceeding 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 entity. Article Eighth also provides that the corporation may purchase and maintain insurance on behalf of any such person against any such liabilities asserted against or incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against any such liability under Article Eighth of the articles of incorporation.

Article Eleventh of the articles of incorporation of General Nutrition Investment Company provides that no director of the corporation shall be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for breach of the duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Chapter 8 of the A.R.S., or (iv) for any transaction in which the director received an improper personal benefit.

The bylaws of General Nutrition Investment Company do not contain provisions under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against liability which such persons may incur in such persons’ capacity as such.

Article Eighth of the articles of incorporation of General Nutrition Sales Corporation provides that the corporation shall indemnify to the full extent permitted by applicable law any person made or threatened to be made party to any action or proceeding 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 entity. Article Eighth also provides that the corporation may purchase and maintain insurance on behalf of any such person against any such liabilities asserted against or incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against any such liability under Article Eighth of the articles of incorporation.

Article Eleventh of the articles of incorporation of General Nutrition Sales Corporation provides that no director of the corporation shall be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for breach of the duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Chapter 8 of the A.R.S., or (iv) for any transaction in which the director received an improper personal benefit.

The bylaws of General Nutrition Sales Corporation do not contain provisions under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against liability which such persons may incur in such persons’ capacity as such.

Informed Nutrition, Inc. is a Florida corporation. Section 607.0850(1) of the Florida Business Corporation Act (the “FBCA”) empowers a corporation to indemnify any person who was or is a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that he or she 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 entity, against liability incurred in connection with such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 607.0850(2) of the FBCA empowers a corporation to indemnify any person who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth in the preceding paragraph, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expenses of litigating the proceeding to the conclusion, actually and reasonably incurred in connection with the defense or settlement of the proceeding (including any appeal thereof), provided that the person acted

under the standards set forth in the preceding paragraph. However, no indemnification may be made for any claim, issue or matter as to which such person is adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity.

Section 607.0850(3) of the FBCA provides that to the extent a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in the defense of any proceeding referred to in subsections (1) and (2) of Section 607.0850 or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses actually and reasonably incurred by him or her in connection therewith.

Subsection (4) provides that any indemnification under subsections (1) and (2) of Section 607.0850, unless determined by a court, shall be made by the corporation only as authorized in the specific case upon a determination by the board of directors, a committee of the board of directors or independent legal counsel, in accordance with subsection (4), that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in subsections (1) and (2) of Section 607.0850.

Expenses incurred by a director or officer in defending a civil or criminal proceeding may be paid by the corporation in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that such director or officer is not entitled to indemnification under Section 607.0850.

Section 607.0850(7) of the FBCA states that indemnification and advancement of expenses are not exclusive and empowers the corporation to make any other further indemnification or advancement of expenses of it directors, officers, employees or agents under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, for actions in an official capacity and in other capacities while holding an office. However, a corporation cannot indemnify or advance expenses if a judgment or other final adjudication establishes that the actions or omissions to act of the director, officer, employee or agent were material to the cause of action adjudicated and constituted (a) a violation of criminal law (unless the director, officer, employee or agent had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful), (b) a transaction from which the director, officer, agent or employee derived an improper personal benefit, (c) in the case of a director, a circumstance where the liability under Section 607.0834 of the FBCA (relating to unlawful distributions) applies, or (d) willful misconduct or conscious disregard for the best interests of the corporation in a proceeding by or in right of the corporation to procure a judgment in its favor or in a proceeding by or in right of a shareholder.

Section 607.0850(12) of the FBCA permits a corporation to purchase and maintain insurance for a director, officer, employee or agent against any liability incurred in his or her official capacity or arising out of his or her status as such regardless of the corporation’s power to indemnify him or her against such liability under Section 607.0850.

The articles of incorporation and the bylaws of Informed Nutrition, Inc. do not contain provisions under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against liability which such persons may incur in such persons’ capacity as such.

Nutra Manufacturing, Inc. (f/k/a Nutricia Manufacturing USA, Inc.) is a South Carolina corporation. Section 33-8-500 et seq. of the South Carolina Business Corporation Act of 1988 (the “Act”) provides a corporation with broad powers and authority to indemnify its directors and officers and to purchase and maintain insurance for such purposes and mandates the indemnification of a corporation’s directors under certain circumstances.

A corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if he conducted himself in good faith, and he reasonably believed: (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interest; and (ii) in all other cases, that his conduct was at least not opposed to its best interest; and in the case of any

criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation, or in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

A corporation may also purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify him against the same liability under Section 33-8-510 or 33-8-520.

The articles of incorporation and the bylaws of Nutra Manufacturing, Inc. do not contain provisions under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against liability which such persons may incur in such persons’ capacity as such.


(1)	Previously filed with the Form S-4 filed by the Registrants on April 15, 2004.

(2)	Previously filed with the Form S-1 filed by GNC Corporation on May 28, 2004.

(3)	Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.

Our audits of the consolidated financial statements referred to in our report dated March 1, 2004 appearing in the Prospectus also included an audit of the financial statement schedule listed in Item 21(b) of this Form S-4. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

To the Stockholders and Board of Directors of
General Nutrition Centers, Inc. and Subsidiaries

Our audits of the consolidated financial statements referred to in our report dated March 23, 2004 except for Note 18, for which the date is May 10, 2004 appearing in the Prospectus also included an audit of the financial statement schedule listed in Item 21(b) of this Form S-4. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.


	(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or


	(4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

	(4) The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

	(5) The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, State of Pennsylvania, on August 9, 2004.


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director (principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer


	(principal financial officer)


	By:	*



	Name: Curtis J. Larrimer


	Title:	Senior Vice President of Finance and Corporate Controller


	(principal accounting officer)


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director


	(principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director (principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director (principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director (principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director (principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director (principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director (principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director (principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director (principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director (principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director (principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director (principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director (principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director (principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director (principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director (principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


	By:	/s/ LOUIS MANCINI



	Name: Louis Mancini


	Title:	Chief Executive Officer and Director (principal executive officer)


	By:	*



	Name: David Heilman


	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)


(1)	Previously filed with the Form S-4 filed by the Registrants on April 15, 2004.

(2)	Previously filed with the Form S-1 filed by GNC Corporation on May 28, 2004.

(3)	Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.

EX-10.24 2 j06712a1exv10w24.txt EXHIBIT 10.24 EXHIBIT 10.24 EXECUTION COPY GNC/RITE AID RETAIL AGREEMENT THIS AGREEMENT, is made and entered into as of this 8th day of December, 1998 ("Effective Date), between GENERAL NUTRITION SALES CORPORATION, an Arizona corporation ("GNC"), and RITE AID CORPORATION, a Delaware corporation ("Rite Aid"), and sets out the terms and conditions under which Rite Aid may open and operate GNC-General Nutrition Center(R)(s) within certain designated retail drug stores now or hereinafter owned or operated by Rite Aid (each referred to in this Agreement as a "Store" and collectively as the "Stores", and the GNC - General Nutrition Center(R)(s) within such Stores are referred to as a "Business" and collectively as the "Businesses"). SELECTED TERM SUMMARY LOCATION: The initial list of Stores within which Rite Aid may operate the Businesses is set forth on Exhibit A attached hereto (hereafter the latitude and longitude coordinates of a Store listed on Exhibit A is referred to as a "Location" or the "Locations"). Rite Aid may by written notice to GNC, providing the latitude and longitude coordinates (using the then current commercially available Global Positioning System) or the street address thereof (which GNC shall convert to latitude and longitude coordinates), designate additional locations as sites where it desires to operate a Business. Subject to I.C. 2 through 4 hereof, any location so designated shall be added as a Location to Exhibit A unless GNC informs Rite Aid within 14 days (28 days for proposed sites within Major Metropolitan City Centers or if Rite Aid designates more than 100 proposed locations within a one week period), that the proposed site does not meet the Site Designation Criteria (as hereinafter provided). GNC will provide to Rite Aid a copy of the computer printout (i) showing the Protected Territory of each Location listed on and added to Exhibit A and (ii) with respect to each proposed location which the Computer Software determined does not meet the Site Designation Criteria, a statement of the reasons why it does not and a copy of the computer printout reflecting the conflict. Rite Aid may, in its discretion, from time to time, delete Locations from Exhibit A upon the permanent cessation of the operation of a Store which conducted the Business. PROTECTED TERRITORY: The Protected Territory with respect to each Location listed on Exhibit A from time to time is as follows: (a) For Locations within one of the "Major Metropolitan City Centers", as discussed below, the Protected Territory shall be the area within the perimeter of a circle that has the front entrance of the Location in the center and a radius of 1,056 feet (except that for the New York City Major Metropolitan City Center the radius shall be 528 feet); provided, however, that in all events the Protected Territory shall encompass the entire physical structure of any building within which the Location is located. (b) For all other Locations, the Protected Territory shall be the area within the perimeter of a circle that has the Location in the center and a radius of two miles; provided, however, that if the residential population within the perimeter of a circle that has the Location in the center and a radius of two miles is 25,000 or more, the Protected Territory shall be the area within the perimeter of a circle that has the Location in the center and a radius of one mile and (c) Any shopping center in which any Location is situated; provided, however, that the Protected Territory of a Location: (i) within a Major Metropolitan City Center shall in no event be deemed to encroach on any place outside that Major 2 Metropolitan City Center or (ii) outside a Major Metropolitan City Center shall in no event be deemed to encroach on any place within that Major Metropolitan City Center. "Major Metropolitan City Centers" are those listed on Exhibit B attached hereto that contains the name of the city, as well as a street map designating the agreed geographic area included as the "Major Metropolitan City Center". TERM OF LICENSE: This Agreement and the license granted herein begin on the Effective Date and shall expire ten (10) years after the date the first Business opens within any Store, unless extended or terminated sooner in accordance with the terms and conditions of this Agreement. INITIAL FEE: Ten Thousand ($10,000) Dollars per Store in which a Business has opened, payable to GNC by Rite Aid in three consecutive equal annual installments, the first of which shall be paid on the date each Store opens with a Business and the second and third installments on the one year and two year anniversaries of the date the applicable Store opened with a Business. A new initial fee shall be paid for each relocation of an existing Location. GNC BRAND PRODUCTS: Products containing on their labels one or more of the Proprietary Marks. GNC CONSIGNMENT PRODUCTS: Certain GNC Brand Products placed on consignment with Rite Aid by GNC pursuant to a separate Consignment Agreement. GNC will place on consignment sale with Rite Aid as GNC Consignment Products GNC Brand Product having a minimum retail value of ten percent (10%) of the retail value of Rite Aid's inventory of GNC Brand Products in the GNC Plan-O-Gram. 3 GNC PLAN-O-GRAM: The store layout for the Business specifying a bird's eye view, product facings, product code numbers and merchandising requirements that are part of the System. The products in the GNC Plan-O-Gram include GNC Brand Products and Third Party Products. The GNC Plan-O-Gram will be customized for three Rite Aid base square footage stores, however, Rite Aid agrees that not more than one-third of the Stores in which the Business is operated will utilize the smallest square footage GNC Plan-O-Gram. The initial GNC Plan-O-Grams are attached hereto as Exhibit C and shall be updated at least annually at GNC's annual line review, and modified as agreed by GNC and Rite Aid. The opening order quantity for each product in each GNC Plan-O-Gram for each new Business is specified in Exhibit C-1. Rite Aid agrees that it shall set the minimum quantity in its Store Automatic Replenishment System for GNC Brand Product at least two (2), except that for GNC Consignment Products the minimum quantities will be set by GNC pursuant to the Consignment Agreement. THIRD PARTY PRODUCTS: Products manufactured by third parties, included in the GNC Plan-O-Gram and available for GNC to sell to Rite Aid, but not including those products listed on Exhibit D attached hereto. RECITALS: WHEREAS, General Nutrition Investment Company, GNC's affiliate, as the result of the expenditure of time, skill, effort and money, has developed and owns a unique and comprehensive system (hereinafter the "Comprehensive System") relating to the opening and operation of retail nutrition, health and/or fitness stores ("GNC-General Nutrition Centers") which sell, among other things, vitamins, health foods, natural 4 cosmetics, diet products, physical fitness products and health management products and services; and WHEREAS, the distinguishing characteristics of the Comprehensive System include, without limitation, the establishment, development and operation of stores which feature vitamins, emphasizing a special selection of vitamins, minerals and herbs manufactured or distributed by GNC or its affiliates under labels bearing the mark "GNC" and related marks and which may feature health foods, natural cosmetics, diet products, physical fitness products or health-management products and services; distinctive building designs, interior and exterior layout and trade dress; standards and specifications for construction methods and materials, equipment, furnishings, fixtures, supplies, signs and product lists; technical assistance and training; sales and management assistance and training; operating procedures for the storage, display and sale of vitamins, natural cosmetics, diet products, physical fitness products and health-management products and services; and specialized methods and techniques for inventory and cost controls, record keeping and reporting, personnel management, purchasing, customer service, sales promotion and advertising; and unique merchandising systems including the GNC Plan-O-Gram, all of which may be changed, improved and further developed by GNC or its affiliates from time to time; and WHEREAS, General Nutrition Investment Company has developed a modified Comprehensive System consisting of the features set forth on Exhibit E hereto (hereinafter referred to as the "System") for use applicable to operating the Business within large retail drug store chains and Rite Aid seeks to use the System including the GNC Plan-O-Gram, and to identify the System by means of certain trademarks, trade 5 names, service marks, logos, emblems and other indicia of origin, including but not limited to the "GNC" and "GENERAL NUTRITION CENTER" marks, and such other trade names, service marks and trademarks as are listed on Exhibit F (as the same may hereafter be modified or designated by GNC in writing by amending Exhibit F provided such change is generally applicable to GNC's operations) for use in connection with the System (hereinafter such marks are referred to as the "Proprietary Marks"), all of which such Proprietary Marks are owned by GNC or its affiliates; and WHEREAS, General Nutrition Investment Company has licensed to GNC the right to use or further license the System so long as GNC agrees to abide by the high standards of quality, cleanliness, appearance and service and to operate in conformity with General Nutrition Investment Company's use of the System or if GNC further licenses the System, such further licensee, being, in this case, Rite Aid, must agree and does hereby agree to operate in conformity with the System and this Agreement; NOW, THEREFORE, the parties, in consideration of the undertakings and commitments of each party to the other party set forth herein, intending to be legally bound hereby, mutually agree as follows: 1. GRANT OF LICENSE A. GNC hereby grants to Rite Aid upon the terms and conditions herein contained, the right and license to operate, within the United States of America the Business within its Stores only, at and from each of the Locations specified on Exhibit A from time to time, and to use solely in connection therewith the Proprietary Marks and the System, as they may be changed, improved, and further developed from time to time. In any Location in which Rite Aid operates the Business, it shall operate the Business in accordance with the System and the license granted in this Agreement. Exhibit C to this 6 Agreement specifies the initial GNC Plan-O-Gram, and categories of goods which Rite Aid shall offer from the Locations at which it operates the Business to properly store, market and sell these goods in conformity with the System. B. Rite Aid may solicit and sell to any customers at the Store Locations; provided, however, that Rite Aid acknowledges that the license conferred by this Agreement is for a GNC-General Nutrition Center(R) retail store to be located within a Store at a Location included on Exhibit A and customers must receive products which contain the Proprietary Marks at the designated Store Location, and except as provided in the Internet Site Development Agreement dated the date hereof between Rite Aid and GNC, as the same may be amended, that Rite Aid shall not operate a mail order, direct mail, catalog, telemarketing, Internet, World Wide Web, websites, electronic pages, electronic communications, interactive electronic media, shopping networks, direct marketing or similar business which permits customers to purchase and receive products containing the Proprietary Marks without being present at the designated Store Location. Rite Aid acknowledges that GNC and its affiliates and franchisees of GNC's affiliates also may solicit and sell to any customers wherever the customers are located. Rite Aid shall have no rights to such sales by GNC, its affiliate or franchisees. C. After the date hereof, Rite Aid shall have the right to add Locations to Exhibit A from time to time subject to the following: 1. Rite Aid shall be deemed to have failed to meet the Site Designation Criteria with respect to any location and shall have no right under the license granted to it in this Agreement to designate as a Location any location: 7 (a) within the protected territory of any franchisee or of any other licensee of GNC or its affiliates; (b) within the area of a United States government military facility; (c) within the perimeter of any area within which GNC or one of its affiliates is bound pursuant to a legally enforceable lease (other than from the location which is the subject of the lease) or GNC or one of its affiliates is prohibited from granting a license to operate, or is itself prohibited from operating a business selling GNC Brand Products; (d) in any shopping center in which GNC or one of its affiliates, operates for its own account a store, kiosk or other outlet from which it conducts a retail business selling GNC Brand Products; (e) not within a Major Metropolitan City Center, but within the area within the perimeter of a circle with a radius of two miles and that has in its center any location from which GNC or one of its affiliates or their franchisees or licensees operates a store, kiosk or other outlet that sells ONC Brand Products; provided, however, that if the residential population within the perimeter of the circle referred to above in this clause is 25,000 or more then, within the perimeter of a circle with a radius of one mile and that has as its center such store, kiosk or other outlet that sells GNC Brand Products; (f) that is within a Major Metropolitan City Center and is within the perimeter of a circle that has the front entrance of any store, kiosk or other outlet that sells GNC Brand Products in the center and a radius of 1,056 feet (except that for the New York City Major Metropolitan City Center the radius shall be 528 feet); provided, 8 however, that in all events not within the entire physical structure of any building in which the store, kiosk or other outlet that sells GNC Brand Products is located, or (g) with respect to which GNC or its affiliates has committed or is in negotiation for a lease or with a prospective franchisee or licensee for a location which if secured by GNC or its affiliates or a franchisee or licensee, would under clauses (a)-(f) hereof preclude Rite Aid from having Rite Aid's proposed location added as a Location on Exhibit A; provided, however, that GNC or its affiliates must complete the negotiations to secure the lease or franchise or license within sixty (60) days from the date that Rite Aid designated a site as a proposed Location or GNC or its affiliates or franchisee or licensee must open the location within two (2) years after the lease or franchise or license commitment. GNC represents that as of the date of execution of this Agreement no Location listed on Exhibit A is located within the area described in (a) through (f) above and that no store, kiosk or other outlet that sells GNC Brand Products encroaches on the Protected Territory of any Location listed on Exhibit A on the date of this Agreement. Copies of the computer printouts as to each Location listed on Exhibit A on the date of this Agreement have been provided to Rite Aid. Notwithstanding the foregoing, no proposed Location: (i) within a Major Metropolitan City Center shall fail to meet the Site Designation Criterial by reason of subpart (e) above, (ii) not within a Major Metropolitan City Center shall fail to meet the Site Designation Criteria by reason of subpart (d) above and (iii) shall fail to meet the Site Designation Criteria by reason of its proximity to a United States government military facility. 2. With respect to locations at which Rite Aid is operating a Store on the date this Agreement is executed, Rite Aid shall be entitled to add that number of Locations 9 (the "Permitted Number of Additional Open Store Locations") determined by subtracting the number of Locations listed on Exhibit A on the date this Agreement is executed from 1500; provided, however, that any locations, at which Rite Aid is operating a Store on the date this Agreement is executed, added to Exhibit A in excess of the number of Permitted Number of Additional Open Store Locations shall be deemed Committed Locations (as defined below). 3. Any Locations listed on Exhibit A shall be deleted from Exhibit A: (i) 36 months after the date this Agreement is executed, unless Rite Aid opens a Business at this Location within such 36 months; (ii) 18 months after being added to Exhibit A if (x) at the time such Location is added to Exhibit A Rite Aid owns or leases a Store at the Location and Rite Aid has added the Permitted Number of Additional Store Locations, or (y) if Rite Aid does not own the Location at the time the Location is added to Exhibit A, but at the time it is added Rite Aid (or its nominee or designee) has entered into a legally binding Agreement to purchase or lease the Location (individually a "Committed Location"), unless Rite Aid opens the Business at the Committed Location within such 18 months; and (iii) after 12 months in the case of all other Locations ("other Locations"). Anything in this Agreement to the contrary, at no time shall Exhibit A contain more than 150 Committed Locations and more than 100 Other Designated Locations. 4. In the event that Rite Aid acquires a retail drug store chain having 300 or more stores, Rite Aid may, in addition to the Locations added to Exhibit A pursuant to 2 and 3 above, add each such acquired location to Exhibit A, provided that no such location may be added if it could not be added after application of the Site Designation Criteria set forth in 1 (a) through (d) and (g) above or if it is within the perimeter of a circle with a 10 radius of 2.5 miles and that has in its center any location from which GNC or one of its affiliates or their franchisees or licensees operates a store, kiosk or other outlet that sells GNC Brand Products; provided, however, that if the residential population within the perimeter of the circle referred to above in this clause is 25,000 or more, within the perimeter of a circle with a radius of one mile and that has as its center such store, kiosk or other outlet that sells GNC Brand Products. D. Rite Aid hereby commits to open the Business in a minimum of 1,500 Locations within the first three (3) years of this Agreement at the minimum rate of 350 in year one, 575 in year two and 575 in year three of this Agreement. In the event Rite Aid fails to open the Businesses at 1,500 Locations within the first three years of this Agreement, its sole liability on account thereof shall be to pay GNC the Initial Fee in full multiplied by the difference between 1,500 and the number of stores that have opened the Business at the end of the third year of this Agreement; provided GNC has complied with its obligations under this Section 1.D. In order to assist Rite Aid in reaching the 1,500 minimum on time, to the extent there are fewer than 1,500 Locations on Exhibit A at the expiration of twelve months from the Effective Date, Rite Aid shall designate as proposed Locations a number equal to at least the shortfall and GNC shall within 60 days thereafter add to Exhibit A fifty percent of such shortfall. To the extent that there are fewer than 1,500 locations on Exhibit A on the expiration of twenty four months from the Effective Date, Rite Aid shall designate as proposed Locations a number equal to at least twice the then shortfall and GNC shall within 60 days thereafter add to Exhibit A a sufficient number of locations to cover such shortfall. 11 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. 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. F. Except as expressly set forth above, GNC and its affiliates, without any liability whatsoever to Rite Aid and without granting Rite Aid any rights therein, retain the right: (i) to operate, or grant a license for the operation of, a GNC or General Nutrition Center store, a kiosk or other outlet, using GNC Brand at any location outside a Protected Territory notwithstanding its proximity to the Protected Territory, (ii) to give, sell, promote, advertise and/or distribute, directly or indirectly (or to license others to give, sell, promote, advertise/or distribute, directly or indirectly) any goods or services (including, but not limited to, GNC Brand Products), by any means (including, but not limited to, direct or indirect sales, electronic communications, Internet, World Wide Web, websites, electronic pages, interactive electronic media, shopping networks, direct mail, mail order, catalog sales and any other method of sale or distribution which now exists or which may in the future exist), to any business, distributor, wholesalers, retailer, establishment, organization, club, outlet, individual consumer, or customer at any location: (a) provided the business, distributor, wholesaler, retailer organization or club, is located outside of the Protected Territory; (b) 12 whether or not the goods or services bear, and/or are sold in connection with, any or all of the Proprietary Marks; and/or (c) regardless of whether or not the goods or services are the same as, similar to or different from those sold or distributed by the Business. G. GNC acknowledges that, except as otherwise may be provided in this Agreement, Rite Aid will market and sell products which compete with the GNC Brand Products in Stores at which Rite Aid does and at Stores at which Rite Aid does not operate the Business. GNC acknowledges and agrees that Rite Aid's so doing is not a violation of any provisions of this Agreement and that Rite Aid shall have no obligation to make any payment or to account to GNC for any sales resulting from those activities, other than as specified in this Agreement. H. Rite Aid acknowledges that GNC and its affiliates will market and sell GNC Brand Products and other products in the mass market channels of trade, among other places. RiteAid acknowledges and agrees that, except as otherwise provided in this Agreement, GNC and its affiliates so doing is not a violation of any provisions of this Agreement and that GNC and its affiliates shall have no obligation to make any payment or to account to Rite Aid for any sales resulting from those activities. II. TERM AND RENEWAL A. This Agreement and the license granted herein begin on the Effective Date and shall expire ten (10) years after the date the first Business opens within any Store, unless extended or terminated sooner in accordance with the terms and conditions of this Agreement. This Agreement shall be subject to early termination, at the expiration of 36 months and 60 months as described below: 13 At 36 months from the date the first Business opens within a Store, a calculation will be made of the average net sales of products in the GNC Plan-O-Gram during the prior twelve (12) months for all Stores in which the Business has been open for more than one (1) year as of the end of such 36 month period. If the resulting per Store average equals or exceeds $80,000 , then the Agreement will continue in effect for the remainder of the Term, and neither party shall have early termination rights under this Section II; however. (1) If the resulting per Store average is less than $80,000, then Rite Aid shall have the option to terminate this Agreement and, if it does not exercise the option to terminate, then all Locations then listed on Exhibit A at which Rite Aid is not operating the Business shall be deleted from Exhibit A and may thereafter be added to Exhibit A only if at the time thereafter designated by Rite Aid they do not fail to meet the Site Designation Criteria, and (2) At 60 months from the date the first Business opens in a Store, a calculation will be made of the average net sales of GNC Plan-O-Gram Products during the prior twelve (12) months for all Stores in which the Business has been open for more than one (1) year as of the end of such 36 month period. If the resulting per Store average does not equal or exceed $100,000, then GNC has the option to either (a) continue the Agreement in effect for the remainder of the Term or (b) terminate the Agreement. B. Rite Aid may, after the expiration of the Rite Aid's initial ten (10) year term and again at the expiration of each additional five (5) year term thereafter, renew this Agreement and the license granted hereunder for five additional consecutive terms of 14 five (5) years, each renewal subject to the following conditions which must be met prior to each renewal term: (1) Rite Aid shall give GNC written notice of Rite Aid's election to renew not less than twelve (12) months nor more than eighteen (18) months prior to the end of the initial term or the then current renewal term, as applicable. (2) Rite Aid shall not be in default of any provision of this Agreement, any amendment hereof or successor hereto. III. DUTIES OF GNC A. GNC shall make available an initial training program as set forth in Section V of this Agreement. GNC shall provide to Rite Aid certain electronic training materials designed for Rite Aid to train Rite Aid's employees. B. GNC at no cost to Rite Aid, shall provide the same initial advertising materials and promotional package materials as provided to franchisees for Rite Aid's use in conjunction with the opening of the Business at each Store. GNC shall also make available to Rite Aid, advertising and monthly promotional material for the Business, at no cost to Rite Aid. C. GNC shall seek to maintain high standards of quality, appearance and service of the Comprehensive System, and to that end shall provide such initial and continuing advisory assistance as GNC deems advisable in the opening and operation of the Business, including, from time to time, advice and material on: (i) new sales and marketing developments and operational techniques; and (ii) periodic newsletters and bulletins, as provided to all its franchisees. 15 D. GNC shall supply the GNC Plan-O-Gram to Rite Aid for use in three categories of Store square footage and will supply to Rite Aid if requested, any GNC fixtures at actual cost, including shipping and tax for delivery to the Business Locations designated by Rite Aid. IV. FEES, PRODUCT PURCHASES, AND ADVERTISING CONTRIBUTIONS A. Initial Fees. Rite Aid shall pay to GNC the Initial Fees specified in the Selected Term Summary. B. Product Purchases. During the Term of this Agreement and any renewal period, Rite Aid agrees that it shall order and purchase from GNC and GNC shall supply Rite Aid's requirements for GNC Brand Product, as well as its requirements for Third Party Product as specified in the GNC Plan-O-Gram, carried by GNC in its distribution centers and available for sale to Rite Aid. This requirement to purchase all of Rite Aid's requirements of Third Party Product shall not apply on a case by case basis if Rite Aid is able to obtain such Product from another source at more favorable terms than from GNC. If Rite Aid does purchase those products from a source other than GNC, then Rite Aid will provide proof to GNC of the terms of such purchase within five (5) business days of the purchase date. Rite Aid shall purchase units of the GNC Plan-O-Gram Product in quantities, at times and in assortments as may be called for from time to time in Rite Aid's purchase orders, subject to GNC's normal lead times as GNC may establish from time to time. During the first three years of this Agreement Rite Aid shall provide GNC with a forecast of product orders six (6) weeks in advance; followed by firm orders two (2) weeks in advance of the shipment date. Rite Aid shall place only one order per week per Rite Aid distribution center. After the first three (3) years, Rite Aid need not provide 16 GNC with six (6) week forecasts of orders. GNC will use its best efforts to supply Rite Aid under this Agreement and provide a service level not worse than that provided to franchisees, but there will be no penalties to GNC. Product sold to or carried by Rite Aid shall fall into the following three categories and price formulas. (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 in effect on the date the order is shipped multiplied by 1.515 with payment due forty-five (45) days after receipt by Rite Aid. (2) For Third Party Product in the GNC Plan-O-Gram to be sold to Rite Aid the price will be the GNC Standard Cost multiplied by [*] with payment due forty five (45) days after receipt by Rite Aid. "GNC Standard Cost" shall be the Standard Cost reflected in GNC's then current purchasing and inventory system. Within forty five days of the close of each fiscal year of GNC during the term of this Agreement, on a vendor by vendor basis, GNC will pay Rite Aid its pro rata share, based on Rite Aid's purchases as a percentage of GNC's total purchases of Third Party Product from each vendor with respect to free goods, volume rebates, discounts, special buys or off invoice credits. (3) For product in the GNC Plan-O-Gram on consignment from GNC to Rite Aid, the amount set forth in the Consignment Agreement, dated the date hereof, between GNC and Rite Aid. For purposes of this Agreement - ---------- * 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. 17 (a) "GNP Standard Cost" shall mean the aggregate cost of Labor Cost, Overhead Cost, Raw Material Costs and non-affiliated licensing fees incurred by General Nutrition Products, Inc., a South Carolina corporation ("GNP"), which is an affiliate of GNC, in the production of each GNC Brand Product. (b) "Raw Material Cost" shall mean cost of materials and ingredients used by GNP in the manufacture and packaging for each GNC Brand Product and the associated in-bound freight to GNP. (c) "Labor Cost" shall mean all monies paid by GNP to hourly personnel for working directly on the production of each GNC Brand Product. (d) "Overhead Cost" shall mean all costs incurred by GNP in manufacturing the GNC Brand Products purchased by Rite Aid pursuant to this Agreement excluding Labor Cost and Raw Materials Costs. Costs incurred from administration, product development, outbound freight, and sales and marketing are excluded from GNP Standard Cost. GNC in conjunction with GNP agrees to establish standard costs reasonably, reflecting anticipated costs using generally accepted cost accounting methodologies and Rite Aid has the right to audit such methodologies. All prices to Rite Aid are landed costs at Rite Aid's designated distribution center. C. Cooperative Advertising. 1. Recognizing the value of advertising, and the importance of the standardization of advertising programs to the furtherance of the goodwill and public image of the Comprehensive System, Rite Aid agrees to pay to GNC, on a quarterly basis 18 forty five (45) days following the close of each [calendar] quarter, [*]% of gross sales of GNC Plan-O-Gram Products from each Store in which it operates the Business that is in an area that has established a GNC Area Advertising Cooperative, by paying the same to the GNC Area Advertising Cooperative, if any, for the region in which the Store is situated; provided, however, if any franchisee's or licensee's contribution is at a rate of less than [*]%, Rite Aid's payment to GNC with respect to that region shall be at the lowest rate payable by any franchisee in good standing in that region. GNC agrees that all GNC Company owned stores will make contributions contribute to the GNC Area Advertising Cooperatives now or hereafter established and that it will require all franchisees and licensees to participate in the GNC Area Advertising Cooperatives established by franchisees as provided in their Franchise Agreements. 2. As used in Section C.(1), "gross sales" means all gross receipts from the sale by Rite Aid of GNC Brand Products and Third Party Products contained in the GNC Plan-O-Gram, whether for cash or credit; provided, however, that "gross sales" shall not include any sales taxes or other taxes collected by Rite Aid for transmittal to the appropriate taxing authority. Rite Aid may deduct from "gross sales" all customer refunds and adjustments occasioned during the normal course of business, provided, however, that the Rite Aid shall substantiate all such deductions. D. All products delivered by GNC pursuant to this Agreement shall be delivered on a carrier designated by Rite Aid from time to time as "preferred carriers" unless delivered on GNC trucks. Rite Aid's preferred carrier on the date hereof are "Overnight" and "ABF." - ---------- * 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. 19 V. TRAINING A. GNC or its affiliate shall provide electronic training materials on sales and product information. In addition, GNC shall once per year offer in house training on sales and product information as directed by Rite Aid. Rite Aid shall bear the costs and expense of their employees attending such training. B. Rite Aid shall be responsible ensuring that all of Rite Aid's applicable employees, use the electronic training materials provided by GNC. Rite Aid shall maintain a competent, conscientious, trained staff dedicated to the Business at least twenty (20) hours per week in each Business Location, each of whom renders competent, prompt, courteous and knowledgeable service to the Businesses' customers. VI. DUTIES OF RITE AID A. In each Store at which Rite Aid operates the Business, Rite Aid shall prominently display and maintain in first class appearance and condition, at Rite Aid's expense, signs of such nature, form, color, number, illumination and size, and containing such name(s), design(s), legend(s) and symbol(s) as GNC shall prescribe in the attached operating standards, all of which shall be supplied by GNC to Rite Aid at cost to Rite Aid. Subject to applicable zoning and lease restrictions, Rite Aid shall display or cause to be displayed a GNC Store front sign on the front facia of each Store which operates a Business and shall be presented in the same size and prominence as Rite Aid's other secondary Store front signage for that Store (e.g., "Photofinishing", "Food Mart" etc.) provided, however, that if by reason of space or applicable zoning or lease restriction there are fewer than two secondary store front signs, Rite Aid shall not be required to display a GNC sign as a secondary store front sign but shall endeavor to provide 20 substitute prominent signage. Rite Aid acknowledges that the GNC Gold Card program is a voluntary marketing system that may be participated in by Rite Aid if it follows the guidelines set forth in the Gold Card Program. If Rite Aid elects to participate in the Gold Card Program, no other card based affinity program or marketing system may be applied to GNC Brand Products in the GNC Plan-O-Gram without GNC's approval. B. GNC reserves the right to modify the GNC Plan-O-Gram annually, and to make modifications as agreed with Rite Aid. The then current GNC Plan-O-Gram will remain in effect until the revised GNC Plan-O-Gram has been agreed upon. Rite Aid shall implement at its cost the GNC Plan-O-Gram changes and shall purchase and implement the annual reset signs and merchandising kits. C. Rite Aid shall permit GNC and its agents to enter upon each Store premises at any reasonable time, with or without advance notice, for the purpose of conducting inspections and evaluating Rite Aid's compliance with among any other things, FDA, CPSC, and FTC requirements as they relate to the Business and the Proprietary Marks standards uniformly established by GNC, and shall cooperate with GNC's representatives in such inspections by rendering such assistance as they may reasonably request. D. All advertising by Rite Aid in any medium concerning the Business or the products in the GNC Plan-O-Gram shall be conducted in a dignified manner, shall be completely truthful, accurate, and not misleading, shall comply with the highest ethical standards applicable to advertising generally and the business in particular, shall comply with all federal, state, and local laws and regulations, including, without limitations, rules and regulations of the FDA, the FTC, including GNC's FTC Consent Orders specified in 21 this paragraph D) and all applicable consumer protection agencies and bureaus, and shall conform to such standards and requirements as GNC may specify from time to time in writing. Prior to including any statement or claim with respect to the efficacy or health benefit of any GNC Brand Product in any advertising or promotional material, Rite Aid shall submit the text thereof to GNC for its approval. GNC shall no later than the close of the next business day advise Rite Aid whether it approves or disapproves of such text; GNC shall not unreasonably withhold such approval. Rite Aid acknowledges that it has received and reviewed a copy of the FTC Consent Orders dated November 1970, February 1989 and Consent Decree dated May 1994 entered into by GNC or its affiliates with the Federal Trade Commission (the "Consent Decrees," copies of which are attached hereto as Exhibit H) and agrees that its advertising and promotional plans and materials shall not violate those Consent Decrees; provided, that all advertising and promotional material provided by or approved by GNC shall for purposes of this paragraph, be deemed to have satisfied the requirements of this paragraph. Subject to compliance by GNC with the provisions of Section XVI.D, Rite Aid agrees to indemnify and defend GNC and its affiliates if its advertising, promotional plans and materials should violate the terms of the Consent Decrees. Rite Aid shall display the Proprietary Marks and other marks proprietary to GNC in a manner prescribed by GNC on all signs and other advertising and promotional materials used in connection with the Business. Rite Aid and GNC shall regularly review advertising and promotional plans and materials to ensure compliance with the Consent Decrees. E. As to each Location operating a Business, at GNC's request, but not more often than once every seven years from the applicable Store's opening date or last 22 substantial refurbishing, Rite Aid shall refurbish the Store at Rite Aid's expense, to conform to the trade dress, color schemes, and presentation of trademarks and service marks consistent with the then-current public image of the System. F. To insure that the highest degree of quality advice is maintained, Rite Aid shall operate the Store in strict conformity with such methods, standards, and specifications as prescribed by the System. Rite Aid agrees to sell or offer for sale only such products and services in the Business as have been approved by GNC in the GNC Plan-O-Gram; not to deviate from GNC's standards and specifications by offering or selling unapproved products or services in the Business without GNC's prior written consent; and promptly to discontinue selling and offering for sale any products or services in the Businesses which GNC may, for reasons of labeling, health or safety, recall any product in the GNC Plan-O-Gram as part of a GNC system wide or geographic (i.e. state wide) recall. GNC shall refund to Rite Aid the amount paid by Rite Aid for any product so recalled based upon the most recent invoice. G. Rite Aid shall take such steps as are necessary to ensure that its employees preserve good customer relations and, comply with the requirements and specifications set forth in this Agreement and pursuant to the System. In addition, Rite Aid shall provide a dedicated staff of trained employees working a minimum of 20 hours per week in each Business Location dedicated to promoting the Business, product sales and good customer relations. In addition, at 100 representative Businesses opened in Stores in Year One of this Agreement, Rite Aid shall provide a minimum of 50 hours per week staffing of trained employees dedicated to promoting the Business, product sales and 23 good customer relations. Rite Aid shall maintain the 50 hours per week minimum staffing level in all test Stores during the full 100 Store testing period. These 100 test Stores shall be designated by Rite Aid so that both Rite Aid and GNC can track the sales performance of those Locations. For those 100 test Locations, GNC will contribute one half of the incremental wage costs for dedicated staffing above 20 hours per week, up to $[*]. Such contribution toward the incremental wage costs at these test Businesses will be payable to Rite Aid in twelve (12) equal consecutive monthly installments beginning when the Business opens in the 50th test Store. When the 100th test Store operating a Business has been operating for a full twelve (12) months at the 50 hour per week staffing levels the average sales of products in the GNC Plan-O-Gram for each of the test stores for the preceding 12 months shall be compared with the average sales of products in the GNC Plan-O-Gram for the preceding 12 months at the non-test Stores operating Businesses with dedicated staff limited to twenty (20) hours per week per Store. If such average sales in stores with fifty (50) hours per week staffing equal or exceed $[*] more than such average sales in Stores with twenty (20) hours per week staffing, then Rite Aid shall thereafter staff all Businesses with trained employees dedicated to promoting the Business, product sales and good customer relations working a minimum of fifty (50) hours per week. VII. REGULATORY COMPLIANCE A. Rite Aid acknowledges and understands that Rite Aid's storage, offer and sale of certain of the GNC Plan-O-Grams Products may be subject to specific federal, state and local laws and regulations, including, without limitation, rules and regulations - ---------- * 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. 24 of the Food and Drug Administration ("FDA"), the Consumer Product Safety Commission ("CPSC") and the Federal Trade Commission ("FTC"). VIII. PROPRIETARY MARKS A. GNC represents with respect to the Proprietary Marks that GNC has the right to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid in the operation of the Business in accordance with this Agreement will not violate any agreement to which GNC or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's use of the Proprietary Marks pursuant to this Agreement, Rite Aid agrees that: (1) In the operation of the Business, Rite Aid shall use the Proprietary Marks only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use thereof shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid shall not use the Proprietary Marks in its corporate name or any fictitious name. (4) Rite Aid shall not directly or indirectly contest the validity or other ownership of the Proprietary Marks. 25 (5) In the event that litigation involving the Proprietary Marks is instituted or threatened against Rite Aid, Rite Aid shall promptly notify GNC of such litigation. C. Rite Aid expressly understands and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this Agreement. (2) Rite Aid's use of the Proprietary Marks pursuant to this Agreement does not give Rite Aid any ownership interest or other interest in or to such marks and all goodwill arising from Rite Aid's use of the Proprietary Marks in its operation of the Business shall inure solely and exclusively to GNC's benefit and, upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aid's use of the System or the Proprietary Marks. (3) Except as may be specifically provided elsewhere in this Agreement, the right and license of the Proprietary Marks granted hereunder to Rite Aid is non-exclusive and GNC thus has and retains the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the Proprietary Marks in connection with selling products and services at locations outside of the Protected Territory to the extent permitted in this Agreement. IX. CONFIDENTIAL INFORMATION A. Rite Aid shall not, during the term of this Agreement or at any time thereafter, communicate, divulge or use for the benefit of any other person, persons, 26 partnership, association or corporation any confidential information, knowledge, or know-how concerning the methods of operation of the Business which may be communicated to Rite Aid by GNC. Rite Aid shall divulge such confidential information only to those of its employees who must have access to such confidential information in order to operate the Business. B. Rite Aid acknowledges that any failure to comply with the requirements of Section IX.A may cause GNC irreparable injury, and Rite Aid agrees to pay all court costs and reasonable attorneys fees incurred in obtaining specific performance of, or an injunction against violation of, the requirements of Section IX.A. X. ACCOUNTING AND RECORDS A. Rite Aid shall maintain and preserve for at least five (5) years from the dates of their preparation, full, complete, and accurate books, records, and accounts necessary to comply with this Agreement. B. Rite Aid shall submit to GNC Point of Sale data on each product in the GNC Plan-O-Gram and other information or reports as set forth on Exhibit G hereof. C. GNC or its designated agents shall have the right at all reasonable times to audit, examine and copy, at GNC's expense, the books and records of Rite Aid related to operations of the Business and contributions for the Cooperative Advertising Funds. XI. NONCOMPETITION A. Except with respect to those Harris Teeter locations listed on Exhibit I hereto, and Nature's Northwest and any other Natural Food Grocery Chain that may be acquired by GNC or its affiliates, GNC agrees that so long as this Agreement is in effect and notwithstanding any other provision of this Agreement, neither it nor any of its 27 affiliates (a) will operate the Business in any retail drug store chain or supermarket chain, (b) will not grant any license permitting the sale of GNC Brand Products in any retail drug store chain or supermarket chain or mass merchandiser, or chain discounter and (c) will not permit any operator of any retail drug store chain or supermarket chain or mass merchandiser or chain discounter to operate a Business under the Comprehensive System or any derivation thereof. For purposes of this Agreement a "chain" shall mean any person or entity which together with any person or entity controlling, by or under common control with such person or entity operates 10 or more retail locations. B. Rite Aid agrees that so long as this Agreement is in effect and, in the event Rite Aid elects to terminate this Agreement pursuant to Section II(1) for a period of one (1) year after such termination, it will not sell vitamins or dietary supplements from any free standing locations other than its Stores; or, directly or indirectly (i) become a licensee or franchisee of any entity whose primary business is the sale of vitamins or dietary supplements except for GNC; (ii) invest in or loan money to any entity whose primary business is the sale of vitamins or dietary supplements; (iii) permit by lease, license or otherwise permit any person or entity to operate a business selling vitamins or dietary supplements within a Store or (iv) in any manner violate any proprietary right of GNC in its Proprietary Marks, use confusingly similar trade dress, or use permanent graphics and departmental fixturing approaches in combination in a manner which is confusingly similar with the manner they are used by GNC. C. The parties further agree and acknowledge that the duration and scope of the covenants not to compete described in this section are fair, reasonable and necessary in order to protect the goodwill of the parties and their affiliates and that adequate 28 consideration has been received by the parties for such obligations. If, however, for any reason any court determines that the restrictions in this section are not reasonable or that the consideration therefore is inadequate, such restrictions shall be interpreted, modified or rewritten to include as much of the duration and scope identified in this section as will render such restrictions valid and enforceable to the fullest extent possible. XII. INSURANCE A. Rite Aid shall procure and maintain full force and effect during the term of this Agreement, at Rite Aid's expense, an insurance policy or policies protecting Rite Aid and GNC, and their officers, directors, partners and employees against any claims or loss, liability, personal injury, death, property damage or any expense whatsoever arising out of or occurring upon or in connection with the Business in the following amounts: 1. comprehensive general liability insurance, including product liability, contractual liability, personal injury, property damage and independent contractor's coverage and auto hired and non-owned vehicles in the amount of [*] per occurrence and aggregate or primary policy in the amount of [*] per occurrence, and aggregate with an excess policy in the amount of [*] per occurrence, and aggregate, and naming GNC and its affiliates as additional insureds in each such policy or policies; such policies will also apply to vehicles purchased in the name of the business and will include fire legal liability insurance in an amount of no less than [*]. B. Rite Aid's obligation to obtain and maintain the foregoing policy or policies in the amounts specified shall not be limited in any way by reason of any insurance which may be maintained by GNC, nor shall Rite Aid's performance of that - ---------- * 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. 29 obligation relieve Rite Aid of liability under any indemnity provisions set forth in this Agreement. The maintenance by GNC of insurance shall in no way relieve GNC of its obligation or limit its liability under any indemnity provision set forth in this Agreement. XIII. TRANSFER OF INTEREST A. Transfer by GNC: GNC shall have the right to transfer or assign all or any part of this Agreement and GNC's rights or obligations herein to any person or legal entity, in connection with the sale of all or substantially all of its stock or assets. Notwithstanding the above limitation, GNC may transfer or assign this Agreement to any affiliated entity which is under common ownership with GNC. B. Transfer by Rite Aid: Rite Aid understands and acknowledges that the rights and duties set forth in this Agreement are personal to Rite Aid, and that GNC has granted this license reliance on the business skill and financial capacity of Rite Aid. Accordingly, Rite Aid shall not transfer or assign this Agreement, except in a transaction involving the sale of all or substantially all of the stock or assets of Rite Aid, without the prior written consent of GNC. Any assignment or transfer made in violation of this Agreement shall be null and void and shall constitute a material breach of this Agreement, for which GNC may then terminate without opportunity to cure pursuant to Section XIV.B of this Agreement. XIV. DEFAULT AND TERMINATION A. Rite Aid shall be in default under this Agreement and all rights granted herein shall automatically terminate upon notice to Rite Aid if Rite Aid shall make a general assignment for the benefit of creditors; if a petition in bankruptcy is filed by Rite Aid or such a petition is filed against and not opposed by Rite Aid; or if Rite Aid is 30 adjudicated a bankrupt or insolvent; or if a bill in equity or other proceeding for the appointment of a receiver of Rite Aid or other custodian for Rite Aid's business or assets is filed and consented to by Rite Aid; or if a receiver or other custodian (permanent or temporary) of Rite Aid or Rite Aid's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or of a proceeding for a composition with creditors under any state or federal law is instituted by Rite Aid or such proceeding is instituted against and not opposed by Rite Aid. B. Upon the occurrence of any of the following events, Rite Aid shall be in default hereunder, and GNC may, at its option, issue a Notice of Default and, subject to Rite Aid's having an opportunity to cure all such defaults within sixty (60) days after the receipt of the Notice of Default. If Rite Aid fails to cure within the 60 day period, this Agreement and all rights granted hereunder, will terminate effective immediately upon receipt of notice of termination from GNC by Rite Aid. (1) If Rite Aid fails, refuses, or neglects promptly to pay when due any monies owing to GNC or its subsidiaries or affiliates, or to submit the financial information required under this Agreement. (2) If Rite Aid fails to maintain any of the standards or procedures prescribed by GNC in this Agreement or pursuant to the System. (3) If Rite Aid refuses to permit GNC to inspect the Store premises in which the Business is operated, or the books or records of Rite Aid related to the Businesses, upon demand. (4) Otherwise fails to comply with any of its obligations under this Agreement (Rite Aid agrees that for violations of its obligations under Section VI-D it will begin 31 actions to cure such violations immediately upon receipt of such notice, and diligently proceed to cure). C. Upon the occurrence of any of the following events Rite Aid shall be in default hereunder, and GNC may, at its option, terminate this Agreement and all rights granted hereunder, without affording Rite Aid any opportunity to cure the default, effective immediately upon receipt of notice by Rite Aid. (1) If Rite Aid misuses or makes any unauthorized use of the Proprietary Marks or other identifying characteristics of the System as to the Business, materially or intentionally fails to comply with any federal, state or local law or regulation, including but not limited to FTC requirements, concerning the sale of products in the GNC Plan-O-Gram and thereby materially impairs the goodwill associated with the Proprietary Marks or GNC rights therein; or otherwise materially impairs the goodwill associated therewith or GNC's rights therein. (2) If Rite Aid at any time generally ceases to operate or otherwise substantially abandons the Business; (3) If Rite Aid purports to transfer or assign this Agreement to any third party without GNC's prior written consent; contrary to the terms of Section XIV of this Agreement; (4) If Rite Aid knowingly maintains false books or records or submits or makes any false reports or statements to GNC; D. Excluding GNC company owned or franchise Stores opened on or before February 7, 1999, in the event that GNC allows a new location to be built, franchised or 32 licensed that encroaches on the Protected Territory of any Location on Exhibit A, GNC shall have one of the following obligations: (1) If the offending site is a GNC company store, GNC will immediately cease retail sales of GNC Brand Products at the site and will as soon as possible remove all interior and exterior signs which identify the site in any manner confusingly similar to the manner in which the Business is operated at the Stores so that the offending site does not encroach on the Protected Territory; (2) If the offending site is not a GNC company store, GNC will take whatever action is necessary within ninety (90) days, so that within 90 days the offending site does not encroach on the Protected Territory. GNC shall incur graduated penalties for violations which occur within any rolling twelve (12) month period as follows: 1. For the first violation which is not cured as provided in (1) or (2) above - $[*] plus GNC's profit from the encroaching location until the offending site no longer encroaches. 2. For the second violation which is not cured as provided in (1) or (2) above - $[*] plus GNC's profit from the encroaching location until the offending site no longer encroaches. 3. For the third violation which is not cured as provided in (1) or (2) above - $[*] plus GNC's profit from the encroaching location until the offending site no longer encroaches. - ---------- * 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. 33 4. If violations occur more than three times in any rolling twelve (12) month period, then Rite Aid may withhold all unpaid Initial Fees due and to become due until the rate of violation becomes less than three times in any rolling twelve (12) month period E. GNC and Rite Aid agree that for purposes of calculating (i) the Protected Territory with respect to a Location and (ii) whether or not a proposed location fails to meet the Site Designation Criteria, the calculations of distances will be made using the software generally being used by GNC in its site analysis with respect to franchise locations at the time the original calculation is made (the "Computer Software") and as so calculated will be final and binding upon Rite Aid and GNC absent manifest error. With respect to any Location or proposed location within a shopping center not within a Major Metropolitan City Center, the latitude and longitude of the Location or proposed location shall, if available, be those designated by the owner of the shopping center. XV. OBLIGATIONS UPON TERMINATION Upon termination or expiration of this Agreement all rights granted hereunder to Rite Aid shall forthwith terminate and be of no further force and effect and, except as provided in this Section; A. Rite Aid shall immediately cease to operate the Business and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former licensee of GNC. B. Rite Aid shall immediately and permanently cease to use, by advertising or in any other manner whatsoever, any confidential methods, procedures and techniques associated with the System, the Proprietary Marks "GNC" and "GENERAL 34 NUTRITION CENTER"; and all other proprietary marks and distinctive forms, slogans, signs, symbols or devices associated with the System. In particular, without limitation, Rite Aid shall cease to use all signs, equipment, advertising materials and any other articles which display the Proprietary Marks and other marks proprietary to GNC. C. Rite Aid shall take such action as may be necessary to cancel any assumed name or equivalent registration which contains the name "GNC", "GENERAL NUTRITION CENTER" or any other service mark or trademark of GNC; and Rite Aid shall furnish GNC with evidence satisfactory to GNC of compliance with this obligation within 30 days after termination or expiration of this Agreement. D. Rite Aid shall make such modifications or alterations to the Business premises of each store (including, without limitation, changing the trade dress and changing the color scheme and/or other distinctive design features) immediately upon termination or expiration of this Agreement as may be necessary to distinguish the appearance of said Stores from that of other GNC stores under the System E. Rite Aid agrees, in the event it continues to operate or subsequently begins to operate any other business, not to use any reproduction, counterfeit, copy, or colorable imitation of the Proprietary Marks either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake, or deception, or which is likely to dilute GNC's exclusive rights in and to the Proprietary Marks or other marks proprietary to GNC; and further agrees not to utilize any designation of original or description or representation which falsely suggests or represents an association or connection with GNC which constitutes unfair competition. 35 F. Rite Aid shall promptly pay all sums owing to GNC, including interest on overdue monies. G. Rite Aid shall pay to GNC all damages, costs and expenses, including reasonable attorney's fees, incurred by GNC subsequent to the termination or expiration of this Agreement in obtaining injunctive or other relief for the enforcement of any provisions of this Section. H. GNC shall have the option, at any time , to purchase from Rite Aid all but not less than all of the inventory of GNC Brand Products owned by Rite Aid, at Rite Aid's cost, based on the most recent invoices received by Rite Aid. If GNC does not purchase the GNC Product from Rite Aid, then for a period of twelve (12) months after the termination or expiration of this Agreement Rite Aid may continue to sell its inventory of Products in the normal course. I. All covenants, obligations, and agreements of Rite Aid or GNC which by their terms or by reasonable implication are to be performed, in whole or in part, after the termination expiration of this Agreement, shall survive such termination or expiration. XVI. INDEPENDENT CONTRACTOR AND INDEMNIFICATION A. It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary relationship between them; that Rite Aid shall be an independent contractor, and that nothing in this Agreement is intended to constitute either party an agent, legal representative, subsidiary, joint venturer, partner, employee or servant of the other for any purpose whatsoever. B. It is understood and agreed that nothing in this Agreement authorizes either party to make any contract, agreement, warranty or representation on the other's 36 behalf, or to incur any debt or other obligation in the other's name; and, that GNC shall in no event assume liability for or be deemed liable as a result of any such action or by reason of any act or omission of Rite Aid in its conduct of the Business or any claim or judgment arising therefrom against GNC. Except for matters arising out of or resulting from the quality, purity or labeling of any GNC Brand Product or advertising of such GNC Brand Product by GNC or its affiliates, Rite Aid shall indemnify and hold harmless GNC, its affiliates and their respective officers, directors and employees against any and all such claims arising directly or indirectly from, as a result of, any breach or default by Rite Aid or its affiliates in connection with this Agreement, or in connection with Rite Aid's operation of the Business. However, Rite Aid shall not be required to indemnify GNC or its affiliates or any such person for any claims arising out of a breach of this Agreement, or negligence of or other civil wrongs of the GNC or any of its affiliates or any such person. C. GNC shall indemnify and hold harmless Rite Aid, its affiliates and their respective officers, directors and employees against any and all claims arising out of or resulting from any breach or default by GNC or its affiliates in connection with this Agreement and from the failure to meet the-quality, purity or labelling of any GNC Brand Product or arising out of or resulting from advertising by GNC of any GNC Brand Product by GNC or its affiliates. D. Upon receipt by a person entitled to indemnification under this Section (an "Indemnified Person") of actual notice of an action against such Indemnified Person with respect to which indemnity may be sought under this Agreement, such Indemnified Person shall promptly notify the person from whom indemnity is sought (the 37 "Indemnifying Person") in writing; provided that failure so to notify the Indemnifying Person shall not relieve the Indemnifying Person from any liability which the Indemnifying Person may have on account of this indemnity or otherwise, except to the extent the Indemnifying Person shall have been materially prejudiced by such failure. The Indemnifying Person shall have the option to assume the defense of any such action, including the employment of counsel reasonably satisfactory to the Indemnified Person. Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person, unless: (1) the Indemnifying Person has failed promptly to assume the defense and employ counsel, or (ii) the named parties to any such action (including any impleaded parties) include such Indemnified Person and the Indemnifying Person, and such Indemnified Person shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the Indemnifying Person; provided that the Indemnifying Person shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel in connection with any action in the same jurisdiction, in addition to any local counsel. The Indemnifying Person shall not be liable for any settlement of any action effected without its written consent (which shall not be unreasonably withheld). In addition, the Indemnifying Person will not, without prior written consent of the Indemnified Person, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, 38 consent or termination includes an unconditional release of each Indemnified Person from all liabilities arising out of such action. XVII. APPROVALS AND WAIVERS A. Whenever this Agreement requires the prior approval or consent of GNC or Rite Aid the party seeking consent shall make a timely written request therefor to the party whose consent is sought, and such approval or consent shall be obtained in writing. B. Neither party makes any warranties or guarantees upon which the other may rely and assumes no liability or obligation to the other by providing any waiver, approval or consent in connection with this Agreement. C. No delay, waiver, omission or forbearance on the part of either party to exercise any right, option, duty or power arising out of any breach or default, or by any of the terms, provisions or covenants hereof shall constitute a waiver of any such right, option or power against, or as to subsequent breach or default. XVIII. NOTICES Any and all notices required or permitted under this Agreement shall be in writing and shall be personally delivered (which includes delivery by facsimile transmission) or mailed by certified or registered mail, return receipt requested, or via reputable express mail or courier service to the respective parties at the address (or telephone number in the case of facsimile transmission) set forth on the signature page of this Agreement unless and until a different address has been designated by written notice to the other party. Any notice by certified or registered mail or by express mail or courier service shall be deemed to have been received when delivered. 39 XIX. ENTIRE AGREEMENT This Agreement, the documents referred to herein, and the attachments hereto constitute the entire, full and complete Agreement between the parties concerning the subject matter hereof, and supersede any and all prior agreements between the parties. No amendment, change or variance from this Agreement shall be binding on the parties unless mutually agreed to by the parties and executed by themselves or their authorized officers or agents in writing. No purported amendment, change or variance from the printed form of this Agreement shall be binding unless initialed by all parties hereto. XX. SEVERABILITY AND CONSTRUCTION A. Except as expressly provided to the contrary herein, each section, part, term and/or provision of this Agreement, shall be considered severable; and if for any reason any section, part, term and/or provision herein is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation by a court or agency having valid jurisdiction, shall not impair the operation of, or have any other effect upon such other sections, parts, terms and/or provisions of this Agreement as may remain otherwise intelligible; and, the latter shall continue to be given full force and effect and bind the parties hereto; and said invalid sections, parts, terms and/or provisions shall be deemed not to be a part of this Agreement. B. Notwithstanding anything to the contrary herein, nothing in this Agreement is intended, nor shall be deemed, to confer upon any person or legal entity other than GNC, Rite Aid and such of their respective successors and assigns as may be contemplated by Section XIII. hereof, any rights or remedies under or by reason of this Agreement. 40 C. Each of GNC and Rite Aid expressly agrees to be bound by any promise or covenants imposing the maximum duty permitted by law which is subsumed written the terms of any provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking form any of the provisions hereof any portion or portions which a court may hold to be unreasonable and unenforceable in a final decision to which GNC or Rite Aid, as the case may be, is a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court order. D. All captions in this Agreement are intended solely for the convenience of the parties, and none shall be deemed to affect the meaning or construction of any provision hereof. E. All references herein to the masculine, neuter or singular shall be construed to include the masculine, feminine, neuter or plural, where applicable. XXI. APPLICABLE LAW AND JURISDICTION A. This Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, which laws shall prevail in the event of any conflict of law. B. Except for actions for trademark, trade dress or trade name infringement or other infringement or misappropriation of GNC's proprietary rights to any trademark, trade dress, trade name, patent, copyright, trade secret or other proprietary information, GNC and Rite Aid hereby waive to the fullest extent permitted by law, any right to or claim for multiple, punitive or exemplary damages against the other and agree that in the event of an arbitration or action at law between them, no party shall seek multiple, 41 punitive or exemplary damages with respect to any claim or cause of action against the other party, whether in arbitration or litigation, and each party shall be limited to the recover of any actual damages sustained by it and costs and expenses, including attorneys fees as otherwise provided herein. C. No right or remedy conferred upon or reserved to GNC or Rite Aid by this Agreement is intended to be, nor shall be, deemed exclusive of any other right or remedy herein or by law or equity provided or permitted, but each shall be cumulative of every other right or remedy. Notwithstanding any other provision of this Agreement, nothing herein contained shall bar either party's right to seek injunctive relief against threatened conduct that will cause such party loss or damages under the usual equity rules, including the applicable rules for seeking restraining orders and preliminary injunctions. XXII. FORCE MAJEURE No party shall be responsible or liable for any loss, damage, detention or delay caused by fire, any natural disaster, strike, civil or military authority, governmental restrictions or controls, insurrection or riot, railroad, marine, or air embargoes, lockout, or any other cause which is unavoidable or beyond its reasonable control, provided that performance shall, as practicable, recommence immediately upon the cessation of such unavoidable event. 42 IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Agreement on the day and year first above written ATTEST: GENERAL NUTRITION SALES CORPORATION By: /s/ William E. Witt - --------------------------------- ---------------------------------- Name: Name: WILLIAM E. WITT -------------------------- -------------------------------- Title: Title: C.E.O. --------------------------- ------------------------------- GNC Address: General Nutrition Sales Corporation Phoenix Distribution Center 1002 South 63rd Avenue at Buckeye Phoenix, AZ 85043 Facsimile Telephone #: 412-338-8900 Attention: Chief Legal Officer With a Copy of any Notice to: General Nutrition, Incorporated 300 Sixth Avenue Pittsburgh, PA 15222 Facsimile Telephone #: 412-338-8900 Attention: Chief Legal Officer ATTEST: RITE AID CORPORATION By: /s/ Martin L. Grass - ---------------------------------- ---------------------------------- Name: Name: Martin L. Grass --------------------------- -------------------------------- Title: Title: Chairman & CEO --------------------------- ------------------------------- Rite Aid Address: Rite Aid Corporation 30 Hunter Lane Camp Hill, Pennsylvania 17011 Attention: General Counsel Facsimile Telephone #: 717-760-7867 43 RETAIL AGREEMENT LIST OF EXHIBITS AND ATTACHMENTS RETAIL AGREEMENT LIST OF EXHIBITS AND ATTACHMENTS EXHIBIT A List of Locations EXHIBIT B Agreed Major Metropolitan City Centers, applicable street map with agreed "City Centers" so designated EXHIBIT C Initial GNC Plan-o-grams EXHIBIT C-l Opening Order Quantity for each GNC Plan-o-gram EXHIBIT D List of certain Rite Aid Plan-o-gram products EXHIBIT E* Modified GNC Proprietary System applicable to Rite Aid Locations EXHIBIT F List of Proprietary Marks EXHIBIT G Rite Aid's Reproting Requirements EXHIBIT H GNC Consent Agreements & Orders EXHIBIT I Existing and Committed Harris Teeter Locations

RETAIL AGREEMENT EXHIBIT A LIST OF LOCATIONS * * 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. RETAIL AGREEMENT EXHIBIT B MAJOR METROPOLITAN CITY CENTERS * * 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. RETAIL AGREEMENT EXHIBIT C INITIAL GNC PLAN-O-GRAMS [MAP OF STORE LAYOUT] Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------------- A/D/Fish 1 887911 GNC NO CHOL FISH BODY OILS 90 A/D/Fish 2 887931 GNC NO CHOL FISH BODY OILS 180 A/D/Fish 3 277611 GNC DEOD FISH BODY OILS 180 A/D/Fish 4 106611 GNC CONC FISH BODY OILS 90 A/D/Fish 5 106631 GNC CONC. FISH BODY OILS 180 A/D/Fish 6 106632 GNC CON. FISH BODY OILS 360 A/D/Fish 7 133911 GNC SALMON OIL 180 A/D/Fish 8 004211 GNC A 10,000 USP 100 A/D/Fish 9 078911 GNC OPTIMIZED LECITHIN 100 A/D/Fish 10 150411 GNC GOLDMINDS DHA 60 A/D/Fish 11 126311 GNC DHA 30 A/D/Fish 12 126321 GNC DHA 60 A/D/Fish 13 136311 GNC GLA GAMMA LIN ACID 60 A/D/Fish 14 150511 GNC SQUALAMINE 30 A/D/Fish 15 150111 GNC SQUALENE OIL 60 A/D/Fish 16 151911 GNC DODECANOIC ACID 60 A/D/Fish 17 266311 GNC PHOSPHATIDY/SERINE 30 A/D/Fish 18 078911 GNC OPTIMIZED LECITHIN 100 A/D/Fish 19 078921 GNC OPTIMIZED LECITHIR 500 A/D/Fish 20 079911 GNC OPTIMIZED LECITHIN 500 MG 100 A/D/Fish 21 147611 LECITHIN 1200 90 A/D/Fish 22 147621 LECITHIN 1200 180 A/D/Fish 23 119811 GNC LECITHIN PLUS 100 A/D/Fish 24 106511 GNC TRIPLE LECITHIN PLUS 100 A/D/Fish 25 106411 GNC TRIPLE LECITHIN 100 A/D/Fish 26 106421 GNC TRIPLE LECITHIN 180 A/D/Fish 27 005625 GNC LECITHIN SOY GRANULES 16 A/D/Fish 28 086211 GNC BETA CAROTENE 6MG CAPS 100 A/D/Fish 29 100111 GNC BETA CAROTENE 15MG CPS 90 A/D/Fish 30 100121 GNC BETA CAROTENE 15MG CPS 180 A/D/Fish 31 100131 GNC BETA CAROTENE 15MG 360 A/D/Fish 32 144511 GNC BETA CAROTENE 25 60 A/D/Fish 33 151821 GNC CAROTENOID COMPLEX 60 A/D/Fish 34 004211 GNC A 10,000 USP 100 A/D/Fish 35 004221 GNC A 10,000 USP 250 A/D/Fish 36 005411 GNC A & D 100 A/D/Fish 37 065111 GNC VEG A&D 100 A/D/Fish 38 066011 GNC A & D SUPER DRY 100 A/D/Fish 39 063811 GNC VEGETARIAN D 400IU 100 A/D/Fish 40 144111 GNC VIT D 400 180 A/D/Fish 41 144311 GNC VITAMIN D 700IU 90 A/D/Fish 42 144321 GNC VITAMIN D 700 IU 180 A/D/Fish 43 099011 GNC VITAMIN K 100 MCG 100 A/D/Fish 44 009411 GNC COD LIVER OIL FORTIFIED 90 A/D/Fish 45 008211 GNC COD LIVER OIL CAPS 100 A/D/Fish 46 008221 GNC COD LIVER OIL CAPS 500 A/D/Fish 47 011211 GNC COD LIVER OIL TRIPLE 90 A/D/Fish 48 107711 GNC PUMPKIN SEED OIL CP 1000M 100 A/D/Fish 49 090011 GNC WHEAT GERM OIL CAPS 100 A/D/Fish 50 069111 GNC ALOE VERA CAPSULES 5000 M 100 A/D/Fish 51 052812 GNC COD LIVER OIL 8 A/D/Fish 52 052822 GNC COD LIVER OIL 16 A/D/Fish 53 149222 GNC CHERRY COD LIVER OIL 16 A/D/Fish 54 052711 TL COD LVR OIL EMUL MINT-333 12 A/D/Fish 55 498214 TL OMEGA-3 FISH OIL SFTGL-341 100 A/D/Fish 56 002018 TL OMEGA 3 EMULSIFIED LQ-336 12 A/D/Fish 57 002017 TL OMEGA-3 FISH OIL SFTGL-340 50 A/D/Fish 58 523510 ON TUNA OIL 90 A/D/Fish 59 523507 ON CARIDO NUTRITION 90 A/D/Fish 60 523508 ON BRAIN NUTRITION 90 Glucosamine 1 541611 GNC PREGNENOLONE 50MG 60 Glucosamine 2 120411 GNC DHEA 5MG 60
1 Retail Agreement: GNC-Rite Aid Plan-O-Gram 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------- Glucosamine 3 544180 GNC DHEA 25MG 30 Glucosamine 4 544181 GNC DHEA 25MG 90 Glucosamine 5 543811 GNC TR DHEA 25MG 30 Glucosamine 6 543821 GNC TR DHEA 25MG 90 Glucosamine 7 109511 GNC SUBLINGUAL MELATONIN 60 Glucosamine 8 109521 GNC MELATONIN 120 Glucosamine 9 109011 GNC MELATONIN 3MG 60 Glucosamine 10 109021 GNC MELATONIN 120 Glucosamine 11 131611 GNC MELATONIN TR 60 Glucosamine 12 085311 GNC GLUCOSAMINE SULFATE 30 Glucosamine 13 109011 GNC MELATONIN 3MG 60 Glucosamine 14 269011 GNC GLUCO/CHOND 250/200MG 90 Glucosamine 15 276511 GNC GLUCO/CHOND 500/400MG 60 Glucosamine 16 277711 GNC GSA/CSA 750/600 30 Glucosamine 17 277721 GNC GSA/CSA 750/600 60 Glucosamine 18 146211 GNC GSA SODIUM-FREE 30 Glucosamine 19 085311 GNC GLUCOSAMINE SULFATE 30 Glucosamine 20 085321 GNC GLUCOSAMINE 90 Glucosamine 21 266611 GNC GLUCOSAMINE 1000MG 30 Glucosamine 22 266621 GNC GLUCOSAMINE 1000MG 90 Glucosamine 23 235111 GNC GSA SODIUM FREE 30 Glucosamine 24 267011 GNC CHONDROITIN SULFATE 30 Glucosamine 25 267021 GNC CHONDROITIN SULFATE 60 Glucosamine 26 129611 GNC MSM 120 Glucosamine 27 169701 GNC SAM-E ADEMENTIONE 30 Glucosamine 28 149111 GNC PHYTIC ACID 60 Glucosamine 29 283811 GNC DMAE 60 Glucosamine 30 128611 GNC TMG 30 Glucosamine 31 118611 GNC GLUCARATE 60 Glucosamine 32 118611 GNC GLUCARATE 60 Glucosamine 33 283911 GNC D-RIBOSE 60 Glucosamine 34 283611 GNC I-PINITOL 30 Glucosamine 35 547111 GNC IMMUNE 7-KETO 30 Glucosamine 36 147511 GNC DMG 90 Glucosamine 37 119111 GNC CLA 60 Glucosamine 38 135911 GNC GAMMA-ORYZANOL 90 Glucosamine 39 127911 GNC 50MG ALPHA LIPOIC ACID 60 Glucosamine 40 126911 GNC 100MG ALPHA LIPOIC 60 Glucosamine 41 485195 GNC LIQ ALPHA LIPOIC 8 Glucosamine 42 523279 NSI LIQ ALPHA LIPOIC ACID 2 Glucosamine 43 523275 NSI LIQ CO Q10 2 Glucosamine 44 071911 HP ANTIOXIDANT 60 Glucosamine 45 497070 SCH GLUCARATE BREAST HLTH 60 Glucosamine 46 523270 INP LIQUID MSM 8OZ Glucosamine 47 433114 PEP MSM 60 Glucosamine 48 270733 TRIMEDICA MSM 1000MG 120 Glucosamine 49 270710 TRIMEDICA MSM 500MG 250 Glucosamine 50 116211 HO PERFECT JOINT COMB 60 Glucosamine 51 776600 AMF GLUCO/CHONDROITIN 60 Glucosamine 52 528661 PC-GLUCOSAMINE CHONDROITIN 60 Glucosamine 53 498661 BO GLUCOSAMINE & CHONDROITIN 60 Glucosamine 54 497075 SCH PAIN FREE (10740) 60 Glucosamine 55 881633 TL JOINT FUEL 284 60 Glucosamine 56 523271 INP LIQ GLUCOSAMINE 8OZ 8OZ Glucosamine 57 498612 TL GLUCOSAMINE SULFATE-921 30 Glucosamine 58 063211 HP GLUCOSAMINE SULFATE FORMUL 60 Glucosamine 59 111496 IH NATURAL PAIN RELIEF 90 Glucosamine 60 058701 SD OSTEO BI FLEX 90 Glucosamine 61 777846 AMF GLUCO/CHOND ORANGE DR 216 Glucosamine 62 002021 TL LIQUID E-295 12 Minerals 1 094511 GNC CALCIUM COMPLETE 90 Minerals 2 094521 GNC CALCIUM COMPLETE 180
2 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------- Minerals 3 094531 GNC CALCIUM COMPLETE 360 Minerals 4 094711 GNC CALCIUM COMP LIQ CPS 90 Minerals 5 096311 GNC CALCIUM PLUS 250 Minerals 6 096321 GNC CALCIUM PLUS 500 Minerals 7 094411 GNC CALCIUM 1000 90 Minerals 8 097311 GNC CALCIUM CITRATE 180 Minerals 9 098111 GNC CALCIUM CITRATE PLUS 180 Minerals 10 095411 GNC FAST CAL 500 W/BORON 120 Minerals 11 093911 GNC CALCIUM DROPS CHEWABLE 90 Minerals 12 102211 GNC ZINC 10MG TBS 100 Minerals 13 094511 GNC CALCIUM COMPLETE 90 Minerals 14 120311 GNC CALCIUM CITRATE MALATE 120 Minerals 15 120321 GNC CALCIUM CITRATE MALATE 240 Minerals 16 717111 GNC CALCIUM CITRATE MALATE PL 120 Minerals 17 717121 GNC CCM PLUS 240 Minerals 18 146811 GNC CCM 250 PLUS D 125 90 Minerals 19 705211 GNC CCU W/ GLUC,D & SOY 30 Minerals 20 282811 GNC SOY IPRI FLAVONE 30 Minerals 21 009811 GNC CHROMIUM PICOLINATE GNC 90 Minerals 22 009821 GNC CHROMIUM PICOLINATE 180 Minerals 23 042211 GNC CHROM PIC SG 90 Minerals 24 021211 GNC MEGA CHROM PIC 400MCG 90 Minerals 25 047211 GNC CHROMIUM PIC 30 Minerals 26 045411 GNC TR CHROM PIC 90 Minerals 27 021111 GNC CHROM PIC/ZINC 800MG 60 Minerals 28 485107 GNC LIQUID CHROMIUM PICOLINAT 2 Minerals 29 975611 GNC GTF CHROM 200MCG YSTFREE 60 Minerals 30 001111 GNC GTF CHROMIUM 200 MCG 90 Minerals 31 005711 GNC SELENIUM 50 MCG 100 Minerals 32 004711 GNC SELENIUM 100MCG 100 Minerals 33 044411 GNC SELENIUM 200MCG 100 Minerals 34 044421 GNC 200MCG SELENIUM 200 Minerals 35 104911 GNC ULTRA ZINC/LOZENGE 48 Minerals 36 103911 GNC CHERRY ZINC LOZENGE 30 Minerals 37 103921 GNC ZINC LOZENGE CHERRY 60 Minerals 38 102211 GNC ZINC 10MG TBS 100 Minerals 39 255412 GNC ZINC 30MG TBS 100 Minerals 40 146711 GNC ZINC 30 CAPS 120 Minerals 41 253914 GNC ZINC 50MG TBS 100 Minerals 42 253921 GNC ZINC 50MG 250 Minerals 43 102311 GNC ZINC 100MG TBS 100 Minerals 44 101811 GNC ZINC PICOLINATE 90 Minerals 45 098511 GNC COPPER 2MG CHELATED 100 Minerals 46 098411 GNC BORON TRIVALENT 3MG 100 Minerals 47 102711 GNC MANGANESE 10 MG 100 Minerals 48 038111 GNC IRONCHEL 90 Minerals 49 014911 GNC TR IRON 18MG 100 Minerals 50 124711 GNC LACTOFERRIN 50MG 60 Minerals 51 099611 GNC MULTIMEGA MINERALS 100 Minerals 52 099621 GNC MULTIMEGA MINERALS 250 Minerals 53 099511 GNC ULTRA MEGA MINERALS 90 Minerals 54 097211 GNC CALCIUM MAGNESIUM TBS 100 Minerals 55 143611 GNC CAL/MAG/D 180 Minerals 56 961711 GNC CAL/MAG/ZINC 180 Minerals 57 257211 GNC POTASSIUM ASP MAGNESUM AS 120 Minerals 58 257221 GNC POT/MAG ASPARTATE 240 Minerals 59 097811 GNC POTASSIUM W/ELECTROLYTES 60 Minerals 60 256714 GNC POTASSIUM GLUCONATE 100 Minerals 61 254014 GNC MAGNESIUM 250MG 100 Minerals 62 136811 GNC MAGNESIUM 500 120 Minerals 63 145911 GNC PHOSPHOROUS 500 60 Minerals 64 000610 ML MINERAL RICH 32 Minerals 65 585939 SN ELECTRA COLLOIDAL TRACE 32
3 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------- Minerals 66 585969 GNC MULTI COLLOIDAL MIN 32 Minerals 67 886672 GNC TRACE MINERALS 2 Minerals 68 886673 GNC TRACE MINERALS 4 Minerals 69 886670 GNC SILVER 2 Minerals 70 886671 GNC SILVER 4 Minerals 71 886675 GNC CHROMIUM/VANADIUM 4 Minerals 72 433121 PEP IPRICAL 30 Minerals 73 523277 NSI LIQ CALCIUM 2 Minerals 74 523278 NSI LIQ CHROMIUM 2 Vit B 1 050611 GNC B-COMPLEX 50MG SG 90 Vit B 2 018011 GNC ESSENTIAL B 100 Vit B 3 247811 GNC B-COMPLEX T.R.75MG 60 Vit B 4 144211 GNC B-COMPLEX TR 60 Vit B 5 018911 GNC B-50 COMPLEX WH RICE BAL 100 Vit B 6 018921 WHOLE RICE BIG 50 TABS 180 Vit B 7 143711 GNC B-COMPLEX W/ST JOHNS 30 Vit B 8 142811 GNC B-COMPLEX W/GINSENG 30 Vit B 9 019911 GNC B-COMPLEX W/C 60 Vit B 10 019921 GNC B-COMPLEX W/C 120 Vit B 11 020411 GNC B-COMPLEX W/C PLUS HERBS 60 Vit B 12 017913 GNC B-50 BAL B COMP 100 Vit B 13 017923 GNC B-50 BAL COMP PM 250 Vit B 14 050811 GNC B-50 COMPLEX T.R. 100 Vit B 15 050821 GNC B-50 COMPLEX T.R. 250 Vit B 16 013123 GNC B-100 COMPLEX 100 Vit B 17 013121 GNC B-100 COMPLEX 250 Vit B 18 050711 GNC B-125 COMPLEX 60 Vit B 19 051311 GNC B-150 COMPLEX 100 Vit B 20 000412 GNC B-1 100MG TABS 100 Vit B 21 259511 GNC B-1 300MG 100 Vit B 22 255612 GNC B-2 50MG TABS 100 Vit B 23 256014 GNC FOLIC ACID 400MCG 100 Vit B 24 253214 GNC FOLIC ACID 800MCG PI 100 Vit B 25 101111 GNC B-6 50MG W/HERBS 90 Vit B 26 100812 GNC B-6 50 MG 100 Vit B 27 255214 GNC B-6 100 MG 100 Vit B 28 259611 GNC TR B-6 200 MG 100 Vit B 29 099313 GNC B-12 500 MG 100 Vit B 30 099323 GNC B-12 500 MCG NSQ 250 Vit B 31 253614 GNC B-12 1000 MCG 100 Vit B 32 016923 GNC B-12 TR 1000MCG 90 Vit B 33 050911 GNC B-12 SUBLING 1000MG 30 Vit B 34 050921 GNC NO EPH QUIK SHOT B-12 60 Vit B 35 148711 GNC B-12 1500 90 Vit B 36 147711 GNC HOMOCYSTEINE SUPPORT 60 Vit B 37 020012 GNC NIACIN 100 MG TABS 100 Vit B 38 251311 GNC NIACIN 250MG 100 Vit B 39 254114 GNC NIACIN 500MG TBS 100 Vit B 40 005122 GNC NIACINAMIDE 250 Vit B 41 255511 GNC NIAGN FLUSH FREE 90 Vit B 42 256212 GNC PANTO ACID 100 MG 100 Vit B 43 256411 GNC PANTO ACID 250 MG 100 Vit B 44 100412 GNC PANTO ACID 500 MGS 100 Vit B 45 284111 GNC PANTETHINE COMPLEX 30 Vit B 46 148811 GNC TRANS-NEURO B 90 Vit B 47 256814 GNC P A B A 500 MG TABS 100 Vit B 48 255812 GNC BIOTIN 300MCG TBS 100 Vit B 49 124811 GNC BIOTIN 600MCG 120 Vit B 50 113311 GNC SOD 50 Vit B 51 252011 GNC RNA/DNA 250MG TR 90 Vit B 52 255912 GNC CHOLINE 250MG TBS 100 Vit B 53 012711 GNC CHOLINE 250MG 100
4 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------- Vit B 54 012312 GNC INOSITOL TABS 500 MG 100 Vit B 55 049711 GNC INOSITOL POWDER 480111 2 Vit B 56 049721 GNC INOSITOL POWDER 480121 4 Vit B 57 049731 GNC INOSITOL POWDER 8 Vit B 58 049741 GNC INOSITOL POWDER 16 Vit B 59 000551 GNC BREWERS YEAST TBS 250 Vit B 60 000511 GNC BREWERS YEAST TBS 500 Vit B 61 050511 GNC BREW YEAST PWD/ASP 18 Vit B 62 051611 GNC BREWERS YEAST PWD 20 Vit B 63 052211 GNC IMPORTED YEAST W/FIBER 1 Vit B 64 050311 GNC PREMIUM IMPORTED YEAST 16 Vit B 65 498601 TL CHOLINE COCKTAIL-706 15 Vit B 66 090873 ENZ CELL FORTE' W/IP-6 120 Vit B 67 523273 NSI LIQUID B-12 20Z Vit B 68 523274 NSI LIQUID B-COMPLEX 202 Vit B 69 875113 TL LIQUID B-COMP. 4 Vit B 70 028411 TL B-12 DOTS-174 100 Vit C 1 099413 GNC VITAMIN C 500MG 100 Vit C 2 099423 GNC VITAMIN C 500MG 250 Vit C 3 099453 GNC VITAMINS C500MG 500 Vit C 3 875112 TL LIQUID C 8 Vit C 4 099213 GNC VITAMIN C 1000MG 100 Vit C 5 099223 GNC VITAMIN C 1000MG 250 Vit C 6 099253 GNC VITAMIN C 1000MG 500 Vit C 7 246511 VITAMIN C BIOFLAVONOIDS PLUS 120 Vit C 8 256911 GNC CITRUS BIOFLAV 1000MG 100 Vit C 9 087911 GNC 1G C NO CITRUS 90 Vit C 10 093011 GNC VITAMIN C/ECHINACEA 90 Vit C 11 124611 GNC QUERCETIN 60 Vit C 12 136411 GNC VIT C W/QUERCETIN 800 60 Vit C 13 143911 GNC VIT C W/BIOFLAV 120 Vit C 14 013811 GNC RUTIN TABS 500 MG 90 Vit C 15 099413 GNC VITAMIN C 500MG 100 Vit C 16 099413 GNC VITAMIN C 500MG 100 Vit C 17 017413 GNC C 500MG TR 90 Vit C 18 019611 GNC C 500MG TRCAPS 90 Vit C 19 083111 GNC VIT C/BIOFLAVONOIDS 90 Vit C 20 017553 GNC C 1000MG TR 90 Vit C 21 017573 GNC C 1000MG TR 180 Vit C 22 017581 GNC TR VITAMIN C 1000MG 360 Vit C 23 017623 GNC C 1500MG TR 90 Vit C 24 017643 GNC C 1500MG TR 180 Vit C 25 018211 GNC C 2000MG TR 90 Vit C 26 093611 GNC ESTER C 500 MG 90 Vit C 27 080711 GNC TR ESTER C 500MG 90 Vit C 28 130711 GNC ESTER C500 CAPSULES 90 Vit C 29 093711 GNC ESTER C 1000 MG 90 Vit C 30 082111 GNC TR ESTER C 1000MG 90 Vit C 31 128911 GNC ESTER C 1000MG HS 90 Vit C 32 093111 GNC PRIMA-C 500MG TR 90 Vit C 33 093211 GNC PRIMA-C 1000MG TR 90 Vit C 34 091822 GNC ACEROLA 100MG NO SUGAR 180 Vit C 35 091911 GNC ACEROLA 250 MG NO SUGAR 90 Vit C 36 091511 GNC CHERRY DROPS 500MG 90 Vit C 37 096711 GNC MANDARIN ORG VIT C SUGFRE 90 Vit C 38 133501 CHWBL VIT C 100MG/ACEROLA 90 90 Vit C 39 133521 CHWBL VIT C 100MG/ACEROLA 180 180 Vit C 40 133531 CHWBL VIT C 100MG/ACEROLA 360 360 Vit C 41 133811 CHWBL VIT C 300MG/ACEROLA 90 90 Vit C 42 133821 CHWBL VIT C 300MG/ACEROLA 180 180 Vit C 43 133411 CHWBL VIT C 500MG/ACEROLA 90 90 Vit C 44 133421 CHWBL VIT C 500MG/ACEROLA 180 180
5 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------ Vit C 45 091611 GNC CITRUS FREE CHEW C 500 60 Vit C 46 087611 GNC BUFF CHEWC 500MG 60 Vit C 47 108211 GNC C 500MG BUFFERED 100 Vit C 48 136611 GNC VIT C 500 CAPSULES 90 Vit C 49 137511 GNC VITAMIN C 500 SOFTGEL 60 Vit C 50 106311 GNC BUFFERED C 1000MG 100 Vit C 51 096413 GNC VIT C CAPS 1000MG 100 Vit C 52 096423 GNC VIT-C CAPS 1000MG 250 Vit C 53 049441 GNC BUFFERED C CRYSTALS 8 Vit C 54 049421 GNC VIT C PWD 2000MG 8 Vit C 55 049431 GNC VIT C PWD 2000MG 16 Vit E/Aminos 1 064311 GNC NAT E 100IU MIXED 100 Vit E/Aminos 2 079511 GNC NAT E 200IU MIXED 100 Vit E/Aminos 3 077811 GNC NAT E 400IU MIXED 90 Vit E/Aminos 4 077821 GNC NAT E 400IU MIXED 180 Vit E/Aminos 5 077831 GNC NAT E 400IU MIXED 360 Vit E/Aminos 6 077311 GNC NAT E 600IU MIXED 60 Vit E/Aminos 7 089811 GNC NAT E 1000 IU MIXED 30 Vit E/Aminos 8 089821 GNC NAT E 1000IU MIXED 60 Vit E/Aminos 9 077511 GNC TOCOTRIENOL COMPLEX 30 Vit E/Aminos 10 143211 GNC GAMMA-TOCOTRIENOL 30 Vit E/Aminos 11 161711 GNC BLENDED E 400 IU 60 Vit E/Aminos 12 010711 GNC L-LYSINE 500 MG 100 Vit E/Aminos 13 077711 GNC NATURAL E 400IU 90 Vit E/Aminos 14 077721 GNC NATURAL E 400 IU 180 Vit E/Aminos 15 077731 GNC NATURAL E 400IU 360 Vit E/Aminos 16 077411 GNC NATURAL E 600IU 60 Vit E/Aminos 17 086811 GNC NATURAL E 1000IU 30 Vit E/Aminos 18 086821 GNC NATURAL E 1000IU 60 Vit E/Aminos 19 086832 GNC NATURAL E 1000IU 120 Vit E/Aminos 20 162211 GNC VEGETARIAN NATURAL E 60 Vit E/Aminos 21 077911 GNC NATURAL E/SELENIUM 90 Vit E/Aminos 22 067211 GNC NATURAL E/SELENIUM 90 Vit E/Aminos 23 161511 GNC CHEWABLE E 200 60 Vit E/Aminos 24 161611 GNC CHEWABLE E 400 60 Vit E/Aminos 25 065511 GNC NATURAL DRY E 200 IU 100 Vit E/Aminos 26 162611 GNC DRY E 400IU 90 Vit E/Aminos 27 162621 GNC NAT E 400IU DRY 180 Vit E/Aminos 28 086917 GNC NATURAL E LIQUID 200 2 Vit E/Aminos 29 077111 GNC NAT. ULTRA E 400IU 90 Vit E/Aminos 30 077211 GNC NAT. ULTRA E 1000 IU 90 Vit E/Aminos 31 161711 GNC BLENDED E 400 IU 60 Vit E/Aminos 32 161811 GNC BLENDED E 1000IU 60 Vit E/Aminos 33 098811 GNC SYNTHTIC E 100IU 90 Vit E/Aminos 34 110911 GNC SYNTHITIC E 400 IU 90 Vit E/Aminos 35 110912 GNC SYNTHITIC E 400IU 180 Vit E/Aminos 36 098911 GN SYNTHITIC 1000IU 90 Vit E/Aminos 37 086915 GNC SYNTHITIC E LIQUID 2 Vit E/Aminos 38 030311 GNC MULTI AMINO 60 Vit E/Aminos 39 011611 GNC L-PHENYLALANINE 500 MG 30 Vit E/Aminos 40 031211 GNC DL-PHENYLALANINE 400MG DP 50 Vit E/Aminos 41 011111 GNC L-GLUTAMINE 500 MG 50 Vit E/Aminos 42 042011 GNC L-GLUTAMINE 1000MG 50 Vit E/Aminos 43 010611 GNC L-GLUTATHIONE 50 Vit E/Aminos 44 124111 GNC NAC/GLUTATH 600/100MG 60 Vit E/Aminos 45 126811 GNC NAC CAPSULES 600MG 60 Vit E/Aminos 46 031011 GNC L-CYSTEINE 500 MG 30 Vit E/Aminos 47 045711 GNC L-TAURINE 500MG 50 Vit E/Aminos 48 028011 GNC ORNITHINE 500 MG 60 Vit E/Aminos 49 267511 GNC GABA 750MG 90 Vit E/Aminos 50 523276 NSI LIQ L-CARNITINE 2 Vit E/Aminos 51 030211 GNC L-CARNITINE 30
6 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
SECTION POSITION ITEM # DESCRIPTION SIZE - ----------------------------------------------------------------------------- Vit E/Aminos 52 030221 GNC L-CARNITINE 250 MG 60 Vit E/Aminos 53 037611 GNC L-CARNITINE 500 MG 30 Vit E/Aminos 54 037621 GNC L-CARNITINE 500 MG 60 Vit E/Aminos 55 146111 GNC L-CARN 100 MG 30 Vit E/Aminos 56 044211 GNC ACETYL L-CARNITINE 30 Vit E/Aminos 57 148211 GNC CARNOSINE AOY 30 Vit E/Aminos 58 030811 GNC L-TYROSINE 500MG 50 Vit E/Aminos 59 128211 GNC L-TYROSINE 1000MG 30 Vit E/Aminos 60 029011 GNC ARGININE 500 MG 90 Vit E/Aminos 61 010711 GNC L-LYSINE 500 MG 100 Vit E/Aminos 62 010731 GNC L-LYSINE 500MG 250 Vit E/Aminos 63 124311 GNC LYSINE 500 MG 120 Vit E/Aminos 64 235211 GNC LYSINE 500 TR 60 Vit E/Aminos 65 011411 GNC LYSINE 700MG FASTACTING 90 Vit E/Aminos 66 010411 GNC LYSINE 1000 MG 90 Men's 1 358411 GNC MEN'S NUTRITION SYSTEM 30 Men's 2 359411 GNC MENS VITA PACK MULTI COMP 30 Men's 3 543411 GNC MENS DHEA VP 30 Men's 4 240211 MNS YOHIMBE 451MG 60 Men's 5 242211 MNS NEUROCITE 60 Men's 6 240411 MNS INVIGORA 60 Men's 7 677722 PP CREATINE-8.8 9 Men's 8 060411 GNC MEGA MEN 100 Men's 9 060421 GNC MEGA MEN 200 Men's 10 041206 MEN PROSTAFORM W/CERNITIN 60 Men's 11 358911 GNC MENS SAW PALMETTO FORMUL 120 Men's 12 358921 GNC MENS SAW PALMETTO 240 Men's 13 062021 GNC MENS ULTRA SAW PALMETTO 60 Men's 14 062031 MENS ULTRA SAW PALMETTO 120 Men's 15 356911 MENS ULTRA SP 320 30 Men's 16 137711 MNS MATURE MULTI ONE 60 Men's 17 277311 MEN'S LIVE WELL MULTI 60 Men's 18 285411 MNS LIVE WELL CAPSULES 60 Men's 19 240411 MNS INVIGORA 60 Men's 20 240211 MNS YOHIMBE 451MG 60 Men's 21 242211 MNS NERVONIC ACID 60 Men's 22 249111 GNC MEN'S OYSTER EXTRACT 60 Men's 23 249511 GNC ZINC FOR MEN 90 Men's 24 359111 GNC MENS AVENA SATIVA 60 Men's 25 249811 GNC MEN'S VITALITY FORMULA 30 Men's 26 249821 GNC MEN'S VITALITY FORMULA 60 Men's 27 249011 MENS GINSENG FORMULA 60 Men's 28 433073 PEP COBRA 60 Men's 29 053544 AL YOHIMBE PWR MAX 2000MG 50 Men's 30 053545 AL YOHIMBE POWER 2000 MG 100 Men's 31 053566 AL YOHIMBE POWER MAX AMPULES 10 Men's 32 053534 AL YOHIMBE PWR MAX 30 Men's 33 053535 AL YOHIMBE PWR MAX 60 Men's 34 999623 GNC MENS BIOTIN SHAMPOO 12 Men's 35 999624 GNC MEN'S BIOTIN CONDITIONER 12 Men's 36 999719 MEN'S POLYSORBATE 80 12 Men's 37 999598 MEN'S BIOTIN HAIR GEL 4 Men's 38 247711 MEN'S ULTRA NOURISHHAIR CTN 60 Men's 39 247721 MEN'S ULTRA NOURISHHAIR CTN 120 Men's 40 053538 AL ACTION FOR MEN 60 Men's 41 053533 AL ACTION FOR MEN LQ 4 Men's 42 053565 AL YOHIMBIZED 50 Men's 43 053564 AL YOHIMBIZED LIQUID EXTRACT 2 Men's 44 053531 AL MADE FOR MEN 60 Men's 45 053521 AL MADE FOR MEN 30 Men's 46 053577 AL TRIBEST ACTION 60 Men's 47 053549 AL AVENA SATIVA 50
7 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------------- Men's 48 405311 ONAT YOHIMBE 1000 PLUS 30 Men's 49 400921 ONAT FOR MEN ONLY 60 Men's 50 402521 ONAT FOR MEN ONLY II 60 Men's 51 000636 IRW YOHIMBE PLUS 30 30 Men's 52 000628 IRW NAT SUPER YOHIMBE 90 Men's 53 041450 ARP CERNATIN PLUS 40 Men's 54 355811 GP PST (PROSTATE) 30 Men's 55 041249 ARP PROLEVE 30 Men's 56 410025 PHAR PROSTATONIN 30 Men's 57 410617 CHAT PROPALMEX 30 Men's 58 105011 ADV PROSTEX 100 Men's 59 053555 AL SUP SAW PALMETTO PLUS 50 Men's 60 062011 HP SAW PALMETTO FORMULA 60 Men's 61 960211 GNN MAX POTENTIAL 30 Men's 62 088411 KAL HAIR FORCE 60 Multis 1 138511 GNC UM GOLD 60 Multis 2 138521 GNC UM GOLD 90 Multis 3 138531 GNC UM GOLD 180 Multis 4 150911 GNC UMG NO IRON 90 Multis 5 150921 GNC UMG NO IRON 180 Multis 6 137111 GNC VM GREEN 60 Multis 7 137121 GNC VM GREEN 90 Multis 8 137131 GNC VM GREEN 180 Multis 9 049911 GNC UM II 90 Multis 10 049921 GNC UM II 180 Multis 11 151011 GNC UM II NO IRON 90 Multis 12 151021 GNC UM II NO IRON 180 Multis 13 049611 GNC ULTRA MEGA 60 Multis 14 049621 GNC ULTRA MEGA 90 Multis 15 049631 GNC ULTRA MEGA 180 Multis 16 057311 GNC AM/PM ULTRA MEGA 75 Multis 17 112711 GNC MULTI-GEL 60 Multis 18 112721 GNC MULTI-GEL 120 Multis 19 485105 GNC LIQUID MULTI 5 Multis 20 049511 GNC PREVENTRON 120 Multis 21 049521 GNC PREVENTRON 240 Multis 22 351111 MAX NUT VITA PACK II 30 Multis 23 932311 GNC ALIVE PROG 60 Multis 24 138311 ML PLATINUM YEARS MULTI 90 Multis 25 102121 GNC SOLOTRON IMP CHEW/NUTRASW 90 Multis 26 151311 GNC SOLOTRON 30 Multis 27 151321 GNC SOLOTRON 90 Multis 28 151331 GNC SOLOTRON 240 Multis 29 151411 GNC SOLOTRON NO IRON 90 Multis 30 005711 GNC SOLOTRON PLUS 90 Multis 31 095721 GNC NO EPH SOLOTRON PLUS 180 Multis 32 356311 GP WNT WINTER&COLDS PAK 30 Multis 33 356611 GP HOC (HOMOCYSTEINE) 30 Multis 34 356711 GNC LIVE WELL PROG-LIVER 30 Prev. Nut. 1 360911 PN LIVER PROGRAM 30 Prev. Nut. 2 700911 PN ULTRA LIVER 60 Prev. Nut. 3 730811 PN OCULAR FORMULA 60 Prev. Nut. 4 360411 PN MEMORALL PROGRAM 30 Prev. Nut. 5 702211 PN NEURO SUPPORT 60 Prev. Nut. 6 360611 PN HOMOCYST PROGRAM 30 Prev. Nut. 7 702411 PN HOMOCYSTEND 90 Prev. Nut. 8 715411 PN CHOL-X 60 Prev. Nut. 9 727911 PN ENH. GARLIC 120 Prev. Nut. 10 701011 PN IMMUNO GAIN W/7-KETO 90 Prev. Nut. 11 732811 PN CLEANSING CAPS 120 Prev. Nut. 12 732821 PN CLEANSING FORMULA 240
8 Retail Agreement: GNC-Rite Aid Plan-O-Gram 12/8/98 Exhibit C
Section Position Item # Description Size - ---------------------------------------------------------------------------- Prev. Nut. 13 725611 PN COLON CARE 120 Prev. Nut. 14 731011 PN PROBIOTIC FORMULA 60 Prev. Nut. 15 728011 PN MULTI ENZYME FORMULA 120 Prev. Nut. 16 730911 PN ENH. CRANBERRY 60 Prev. Nut. 17 721001 PN WOMEN'S MULTIPLE 60 Prev. Nut. 18 721011 PN WOMEN'S MULTIPLE 120 Prev. Nut. 19 721411 PN MENS MULTIPLE 60 Prev. Nut. 20 721421 PN MENS MULTIPLE 120 Prev. Nut. 21 725911 PN BAL. AMINO ACIDS 60 Prev. Nut. 22 427011 PN CM SYSTEM KIT Prev. Nut. 23 427311 PN CM GOLD MAINT 30 Prev. Nut. 24 424111 PN CARTILAGE SUPPORT MAIN 30 Prev. Nut. 25 714011 PN JOINT SUPPORT 120 Prev. Nut. 26 716411 PN GLUC-CHON COMPLEX 120 Prev. Nut. 27 360511 PN JOINT PROGRAM 30 Prev. Nut. 28 719811 PN GLUCOSAMINE FORMULA 60 Prev. Nut. 29 712211 PN CHONDROITIN ZYME 100 Prev. Nut. 30 719511 PN CARTILAGE FORMULA 120 Prev. Nut. 31 713711 PN OSTEO SURE 120 Prev. Nut. 32 730311 PN BONE FORMULA CAP 120 Prev. Nut. 33 712511 PN MALIC ACID FORMULA 120 Prev. Nut. 34 700511 PN COQ10 FORMULA 60 Prev. Nut. 35 724311 PN COQ10 10MG 90 Prev. Nut. 36 718911 PN SG COQ10 30MG 60 Prev. Nut. 37 732011 PN COQ10 30MG 60 Prev. Nut. 38 718921 PN SG COQ10 30MG 120 Prev. Nut. 39 733211 PN SG COQ1050MG 60 Prev. Nut. 40 732111 PN COQ10 50MG 60 Prev. Nut. 41 732611 PN SG COQ10100MG 30 Prev. Nut. 42 731711 PN COQ10 100MG 30 Prev. Nut. 43 702111 PN SG COQ10 120 MG 30 Prev. Nut. 44 716811 PN COQ10 COCKTAIL 15 Prev. Nut. 45 310001 PN NADH 30 Prev. Nut. 46 721111 PN BALANCED-B 120 Prev. Nut. 47 738311 PN C-COMPLEX REFORMULATED 120 Prev. Nut. 48 726311 PN E COMPLEX 60 Prev. Nut. 49 724021 PN PYCNOGENOL 50MG 30'S 30 Prev. Nut. 50 724011 PN PYCNOGENOL 60 Prev. Nut. 51 720711 PN PROANTHOCYANIDIN 30 MG 60 Prev. Nut. 52 731411 PN PROANTHOCYANIDIN 50MG 60 Prev. Nut. 53 737611 PN 100MG PROANTHOCYANIDIN 30 Prev. Nut. 54 753611 PN RESVERATROL 120MG 60 Prev. Nut. 55 727711 PN BETA CAROTENE COMPLEX 120 Prev. Nut. 56 737811 PN FLAVONOID FORMULA 30 Prev. Nut. 57 720611 PN MULTI-OIL FORMULA 120 Prev. Nut. 58 719611 PN GINKGO BILOBA FORMULA 30 Prev. Nut. 59 733901 PN CELL PROT CAPS 60 Prev. Nut. 60 733911 PN CELL PROT CAPS 120 Prev. Nut. 61 726701 PN CELL PROT TABS 60 Prev. Nut. 62 726711 PN CELL PROT TABS 120 Prev. Nut. 63 729821 PN CELL PROT SOFTGEL 90 Prev. Nut. 64 712111 PN FOUNDATION ANTIOXIDANT 30 Prev. Nut. 65 360711 PN RESISTANC PROGRAM 30 Prev. Nut. 66 737411 PN RESISTANCE 120 Prev. Nut. 67 749811 PN ALPHA LIPOIC ACID FORMULA 60 Teens 1 141511 GNC TEEN'S CHEWABLE MULTI 60 Teens 2 100611 GNC TEEN'S MULTIPLE 180 Teens 3 119311 TEENS CAL PLUS 60 Teens 4 052011 TEENS CAL CHEWABLE 60 Teens 5 135811 TN YOUNG WNS MINERAL SUPL 30 Teens 6 277911 GNC TEEN SKIN TABS 50 Teens 7 999835 GNC TEEN SKIN KIT 1
9 GNC-RITE AID PLAN-O-GRAM Retail Agreement: 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------- Teens 8 999836 GNC TEEN SKIN TONER 4 Teens 9 999838 GNC TEEN SKIN DAY LOTION 2 Teens 10 999837 GNC TEEN SKIN CLEANSER 2 Teens 11 999718 GNC TEEN SKIN ACNE MASK 4 Teens 12 119211 GNC CHILD MULTICHEW 30 Teens 13 140911 CHILDREN'S MULTI WI CALCIUM 30 Teens 14 141611 GNC CH CHEW MULTI 90 Teens 15 140311 GNC CH MULTI W/IRON 90 Teens 16 140111 GNC CH CHEW VIT/MIN 60 Teens 17 140121 GNC CH CHEW VIT/MIN 120 Teens 18 126711 CHILD SPORTKIDS CHEWABLE 120 Teens 19 485103 GNC CH LIQUID MULTI 2 Teens 20 761115 CH VITAMOO 570 Teens 21 105833 GNC KIDS A+ CHOC 19 Teens 22 048111 GNC CH CHEW C 60 Teens 23 134711 CH ZINC ECHINACEA CHEWABLE 30 Teens 24 089541 CH ACIDOPHILUS CHEWABLE G 60 Teens 25 051711 CH CAL CHEWABLE 60 Teens 26 104511 GNC WOM PRENATAL FORMULA 120 Teens 27 256014 GNC FOLIC ACID 400MCG 100 Teens 28 886636 BIO REM EARACHE-BR636 1 Teens 29 886661 BIO REM CHIL COUGH SYR-BR661 4 Teens 30 886635 BIO REM COLIC-BR635 1 Teens 31 886637 BIO REM TEETHING-BR637 1 Teens 32 105833 GNC KIDS A+ CHOC 19 Teens 33 105828 PNI KIDS PLEX JR 1 Teens 34 105830 PNI KIDS PLEX JR CHOCOLATE 19 Teens 35 014311 TL ANIMAL FRIENDS CHEW-495 50 Teens 36 498227 TL ANIMAL FRIENDS WAFER-496 100 Teens 37 697258 OL HEALTHY BEARS 9 Teens 38 697256 YUMMI BEARS 50MG/60 CT 60 Teens 39 697257 YUMMI BEARS-MULTIVITAMIN 60 Teens 40 496048 SCH CHILD LIQUID-11405 8 Teens 41 034911 TL INFANT CARE-503 2 Teens 42 496047 SCH CHILD W/MIN-11406 90 Teens 43 496177 SCH CHILDREN CHEW-11407 180 Teens 44 041255 ARP REF NUTRAKIDS 60 Teens 45 000608 ML LITTLE ANGELS 4 Teens 46 000607 ML LITTLE ANGELS CHEWABLE TBS 60 Teens 47 886413 NN-RHINO ACIDOPHILUS 60 Teens 48 886414 NN-RHINO CALCIUM 60 Teens 49 886415 NN-RHINO ECHINACEA 60 Teens 50 886416 NN-RHINO VITES 90 Womens 1 264011 GNC WOM EPO 50 Womens 2 264021 GNC WOM EPO 90 Womens 3 264031 GNC WOM EPO 200 Womens 4 265611 GNC WOM MEGA EPO 50 Womens 5 265621 GNC WOM ULT EPO 120 Womens 6 266711 GNC WOM DONG QUAI/ROYAL JELLY 100 Womens 7 264511 GNC WOM MENOPAUSE 100 Womens 8 243711 WNS HERBAL BALANCE W/SOY 30 Womens 9 264311 GNC WOM PMS FORMULA 100 Womens 10 120311 GNC CALCIUM CITRATE MALATE 120 Womens 11 285111 WMNS MONTHLY PHYTOESTROGEN 120 Womens 12 059711 GNC WOM ULTRA MEGA 90 Womens 13 059721 GNC WOM ULTRA MEGA 180 Womens 14 060511 WMS UM NO IRON 90 Womens 15 060521 WMS UM NO IRON 180 Womens 16 104511 GNC WOM PRENATAL FORMULA 120 Womens 17 138911 WOM PRE-NAT NO IRON 120 Womens 18 245211 WMS BEGINNING 60 Womens 19 013911 GNC WOM IRON SUPPORT 30MG 60
10 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------ Womens 20 013712 GNC WOMENS IRON COMP 30MG 60 Womens 21 281111 GNC WNS CAL-PLUS 90 Womens 22 078711 GNC WOM CAL SUPPORT 90 Womens 23 762315 WNS SOY ISOFLAV SOURCE 16 Womens 24 356011 GP OST (OSTEOARTHRITIS) 30 Womens 25 358511 GNC WOM NUTRITION SYSTEM 30 Womens 26 356511 GNC WOM DHEA VP 30 Womens 27 357911 WOMEN'S MENOPAUSE VITAPAK 30 Womens 28 356211 WOMEN'S VITAPAK 50+ 30 Womens 29 091011 GNC WOM SOLOTRON 120 Womens 30 091021 GNC WOM SOLOTRON 240 Womens 31 247911 GNC FEMG B COMPLEX 60 Womens 32 277511 WOMENS LIVE WELL MULTI 60 Womens 33 285511 WMS LIVE WELL CAPSULES 60 Womens 34 283711 WMS PYRUVATE 500MG 60 Womens 35 653945 WMS SOY SOLUTION 520 Womens 36 654055 WNS CREATINE 200GM 200 Womens 37 359211 GNC WOM VP 30 Womens 38 265011 GNC WOM CITRIMAX 90 Womens 39 264611 GNC WOM WATER BALANCE 100 Womens 40 246711 WOMEN'S UT FORMULA 60 Womens 41 266011 GNC WOM HAIR, SKIN & NAILS 90 Womens 42 266021 GNC WOM HAIR, SKIN & NAILS 180 Womens 43 485157 GNC LIQUID HAIR SKIN & NAILS 8 Womens 44 261611 WOMEN'S ULTRANOURISHAIR 60 Womens 45 265711 GNC WOM SILICA 100 Womens 46 254911 GNC WOM GELATIN 50 Womens 47 254921 GNC WOM GELATIN 120 Womens 48 279621 NOURISH HAIR ULTRA 120'S 120 Womens 49 279221 NOURISH HAIR SUPER BIOTIN 200 200 Womens 50 497070 SCH GLUCARATE BREAST HLTH 60 Womens 51 496056 SCH PMS SYSTEM-11460 1 Womens 52 496131 SCH MENOPAUSE SYS-11470 1 Womens 53 053550 AL ESSENTIAL NUTRIENTS 60 Womens 54 073611 FB HAIR SKIN NAILS 75 Womens 55 073621 FB HAIR SKIN NAILS 135 Womens 56 816321 AH ROYAL BRITANY EPO 100 Womens 57 816322 AH ROYAL BRITANY 200 Womens 58 090839 ENZ THRPY REMIFEMIN 120 Womens 59 777821 AMF ESTROVEN 30 Womens 60 023860 NOVOGEN PROMENSIL 30 Womens 61 410084 PHAR VENASTAT 45 Womens 62 053508 AL WOMEN'S YOHIMBE 30 Metaform 1 653431 METAFORM METAPLEX CHOC 10 Metaform 2 653433 METAFORM METAPLEX VAN 10 Metaform 3 653435 METAFORM METAPLEX STRAW 10 Metaform 4 653417 METAFORM HYPERGRAPE 52476 1200 Metaform 5 653416 METAFORM HYPERBERRY 52440 1248 Metaform 6 653419 METAFORM METACUTS (52472)60 60 Metaform 7 653412 METAFORM METACUTS (52473) 120 Metaform 8 653425 METAFORM METACUTS CHOC PWD 700 Metaform 9 653418 METAFORM MEGABOLIN (52471) 20 Metaform 10 653421 METAFORM CREAT 9500 52478 430 Metaform 11 653430 METAFORM CELLVOL ATS 2 Metaform 12 653420 METAFORM CREATINE (52479) 400 Metaform 13 653415 METAFORM NEURODRIVE (52477) 720 Metaform 14 653428 METAFORM NEURODRIVE CAPS 120 Metaform 15 653427 METAFORM METADRENE CAPS 90 Metaform 16 653426 METAFORM PAIN FREE 30'S 30 Metaform 17 653413 METAFORM PAIN FREE (52475) 60 Metaform 18 653422 METAFORM TRIBESTAN (52427) 60 Metaform 19 653441 METAFORM METAPRO CHOC 3
11 Retail Agreement GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------------- Metaform 20 653440 METAFORM METAPRO VAN 3 Metaform 21 653351 WDR META HEAT CREAM 52208 12 Metaform 22 653341 METAFORM HEAT CHOC/RAS 12 Metaform 23 653389 METAFORM CHOC SINGLE52411 72 Metaform 24 653381 METAFORM CHOCOLATE 57181 20 Metaform 25 653379 METAFORM VAN SINGLE 52410 72 Metaform 26 653371 METAFORM VANILLA 57171 20 Metaform 27 653391 METAFORM STRAW 57190 20 Metaform 28 653331 METAFORM STRAWBERRY 20 (52048 20 Metaform 29 653375 METAFORM VANILLA 60 57173 60 Schiff 1 495990 SCH REGENEX MULTI FORMULA 120 Schiff 2 495989 SCH REGENEX CARDIO SUPPORT FO 60 Schiff 3 495999 SCH REGENEX DIABETIC SUPPORT 60 Schiff 4 495996 SCH ENADA NADH 2.5MG 30 Schiff 5 496360 SCH PHENCAL 120 (12783) 120 Schiff 6 496345 SCH WOMAN'S FAT BURNER (12740 60 Schiff 7 496195 SCH ULTA LEAN-12707 60 Schiff 8 497070 SCH GLUCARATE BREASTH HLTH 60 Schiff 9 497080 SCH ST JOHNS WORT 300MG 60 Schiff 10 497081 SCH ST JOHNS WORT 600MG 60 Schiff 11 497075 SCH PAIN FREE (10740) 60 Schiff 12 495994 SCH GLUCOSAMINE COMPLEX 1000 60 Schiff 13 495988 SCH CHONDRIOTIN SULFATE 500MG 60 Schiff 14 495993 SCH KNOCK OUT 50 Schiff 15 496317 SCH GINGKO BILOBA-10914 30 Schiff 16 496319 SCH ECHINACEA HG-10916 30 Schiff 17 495992 SCH SAW PALMETTO 60 Schiff 18 496056 SCH PMS SYSTEM-11460 1 Schiff 19 496131 SCH MENOPAUSE SYS-11470 1 Schiff 20 496063 SCH CRANBERRY CONC-10705 90 Schiff 21 495995 SCH SOY ISOFLAVOUES 60 Schiff 22 497065 SCH WOMENS SOY PROTEIN 16 Schiff 23 496048 SCH CHILD LIQUID-11405 8 Schiff 24 496047 SCH CHILD W/MIN-11406 90 Schiff 25 496177 SCH CHILDREN CHEW-11407 180 Schiff 26 496298 SCH MEGA HIGH II-11428 120 Schiff 27 496126 SCH PRIME YEARS-11438 100 Schiff 28 496051 SCH SINGLE DAY-11442 60 Schiff 29 496127 SCH SINGLE DAY TB-11444 120 Schiff 30 496053 SCH TR SINGLE DAY-11448 60 Schiff 31 496128 SCH SNGL DAY TR TB-11450 120 Schiff 32 496125 SCH DOUBLE DAY TBS-11412 120 Schiff 33 496129 SCH VEGET MULTI-11458 120 Schiff 34 496133 SCH WHL FD BASE PK-11493 30 Schiff 35 496024 SCH B-CMPLX 50 SFT-10122 100 Schiff 36 496208 SCH SR B-CMPLX 100-10137 90 Schiff 37 496030 SCH C 500 W/RS HPS-10306 100 Schiff 38 496212 SCH C1000/ROSE HIP-10311 250 Schiff 39 496031 SCH C 1000 W/RS HP-10310 100 Schiff 40 496216 SCH DRY E 400 I.U.-10404 50 Schiff 41 496112 SCH DRY E ALL 400-10405 100 Schiff 42 496114 SCH D-ALPHA 400IU-10438 50 Schiff 43 496220 SCH ED-ALPHA TOC-10439 100 Schiff 44 496234 SCH LIQ CALC W/D-11208 90 Schiff 45 496076 SCH GUIDE MULTI MIN-12424 90 Schiff 46 496095 SCH CHELAT ZINC 50-11242 90 Twin Spt. 1 1 876411 TL AMINO FUEL TABS-751 60 Twin Spt. 1 2 876421 TL AMINO FUEL TABS-752 150 Twin Spt. 1 3 876431 TL AMINO FUEL TABS-753 250 Twin Spt. 1 4 496673 TL AMINO FUEL STACK 60 Twin Spt. 1 5 874811 TL AMINO FUEL 1500-554 50
12 Retail Agreement: GNC-Rite Aid Plan-O-Gram 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------------------------- Twin Spt. 1 6 875411 TL AMINO FUEL 2000 TABS-755 100 Twin Spt. 1 7 875421 TL AMINO FUEL 2000 TABS-756 150 Twin Spt. 1 8 876511 TL AMINO FUEL POWDER-747 2 Twin Spt. 1 9 875611 TL AMINO FUEL CHEW WAFER-744 50 Twin Spt. 1 10 875511 TL AMINO FUEL LIQUID CONC-745 16 Twin Spt. 1 11 875521 TL AMINO FUEL LIQUID CONC-746 32 Twin Spt. 1 12 498549 TL CREATINE FUEL PWDR 4-890 4 Twin Spt. 1 13 498640 TL CREATINE POWDER-476 17 Twin Spt. 1 14 498547 TL CREATINE FUEL CAPS-886 60 Twin Spt. 1 15 498548 TL CREATINE FUEL CAPS-887 120 Twin Spt. 1 16 498641 TL MEGA CREATINE-473 60 Twin Spt. 1 17 498642 TL MEGA CREATINE-474 120 Twin Spt. 1 18 498676 TL CREAT FUEL CHEW ORN361 100 Twin Spt. 1 19 498679 TL CREAT FUEL CHEW FRT 380 100 Twin Spt. 1 20 498680 TL CREAT FUEL CHEW CH 379 100 Twin Spt. 1 21 498645 TL CREAT COCKTAIL ORANGE 580 28 Twin Spt. 1 22 498631 TL CREATINE PLUS CHOC 261 15 Twin Spt. 1 23 498630 TL CREATINE PLUS VAN-260 15 Twin Spt. 1 24 874702 TL GLUTAMINE PWDR-414 4 Twin Spt. 1 25 874701 TL GLUTAMINE FUEL-415 60 Twin Spt. 1 26 498675 TL MEGA GLUTAMINE FUEL 60 Twin Spt. 1 27 498676 TL MEGA GLUTAMINE FUEL 120 Twin Spt. 1 28 498690 TL PYRUVATE FUEL 603 60 Twin Spt. 1 29 874703 TL SUPER VANADYL FUEL-419 60 Twin Spt. 1 30 498720 TL GLYCEROL FUEL 16 Twin Spt. 1 31 044711 TL CARBO-FUEL (IMPROVED)-758 22 Twin Spt. 1 32 044721 TL CARBO FUEL (IMPROVED)-759 43 Twin Spt. 1 33 775221 TL OPTIFUEL 2 VANILLA 848 3 Twin Spt. 1 34 775231 TL OPTIFUEL 2 CHOCOLATE-845 3 Twin Spt. 1 35 885212 TL MASS FUEL CHOC-320 4 Twin Spt. 1 36 885211 TL MASS FUEL VAN-321 4 Twin Spt. 1 37 881711 TL GAINERS FUEL 2500 CHOC-806 9 Twin Spt. 1 38 881721 TL GAINERS FUEL 2500 VAN-809 9 Twin Spt. 1 39 881731 TL GNRS FUEL 2500 STRAW-807 9 Twin Spt. 2 1 044911 TL CHROMIC FUEL PICOL-760 100 Twin Spt. 2 2 044921 TL CHROMIC FUEL PICOL-761 200 Twin Spt. 2 3 044912 TL MEGA CHROMIC FUEL-150 50 Twin Spt. 2 4 023911 TL L-ARG/ORN 750MG-13 50 Twin Spt. 2 5 023921 TL L-ARG/ORN 750MG-14 100 Twin Spt. 2 6 738811 TL MEGA L-CARNITINE TAB 500-5 30 Twin Spt. 2 7 496218 TL MEGA L-CARNITINE TAB-54 60 Twin Spt. 2 8 738811 TL MEGA L-CARNITINE TAB 500-5 30 Twin Spt. 2 9 498218 TL MEGA L-CARNITINE TAB-54 60 Twin Spt. 2 10 000111 TL MEGA CARNITINE LQ-52 12 Twin Spt. 2 11 498652 TL CHONDROITIN (CSA) CAPS 60 Twin Spt. 2 12 498662 TL GLUCOSAMINE SULFATE 60 Twin Spt. 2 13 498663 TL GLUCOSAMINE SULFATE 90 Twin Spt. 2 14 881633 TL JOINT FUEL 284 60 Twin Spt. 2 15 881634 TL JOINT FUEL 285 120 Twin Spt. 2 16 498665 TL HMB FUEL PLUS 90 Twin Spt. 2 17 498672 TL GROWTH FUEL 90 Twin Spt. 2 18 881991 TL RIPPED FUEL 664 60 Twin Spt. 2 19 881992 TL RIPPED FUEL 665 120 Twin Spt. 2 20 881993 TL RIPPED FUEL 668 200 Twin Spt. 2 21 881913 TL RIP FUEL PUNCH-552 1 Twin Spt. 2 22 881912 TL RIP FUEL CHOC-550 1 Twin Spt. 2 23 881632 TL YOHIMBE FUEL--282 100 Twin Spt. 2 24 498685 TL TRIBULUS FUEL 396 100 Twin Spt. 2 25 773112 TL DIET FUEL 60-322 60 Twin Spt. 2 26 773113 TL DIET FUEL 120-323 120 Twin Spt. 2 27 773116 TL DIET FUEL CAPS-114 180 Twin Spt. 2 28 773102 TL NO EPH DIET FUEL 647 120
13 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------- Twin Spt.2 29 773103 TL NO EPH DIET FUEL 648 180 Twin Spt.2 30 773114 TL ADV DIET FUEL CHOC-105 2 Twin Spt.2 31 773115 TL ADV DIET FUEL-VAN-107 2 Twin Spt.2 32 498689 TL HERBAL PHEN FUEL 629 30 Twin Spt.2 33 498688 TL HERBAL PHEN FUEL 630 60 Twin Spt.2 34 498687 TL HERBAL PHEN FUEL 632 90 Twin Spt.2 35 498716 TL TRIP WHEY FUEL CHOC 750 13 Twin Spt.2 36 498717 TL TRIP WHEY FUEL VAN 766 13 Twin Spt.2 37 498718 TL TRIPLE WHEY FUEL UNFLA 13 Twin Spt.2 38 881641 TL WHEY FUEL CHOC 534 10 Twin Spt.2 39 811640 TL WHEY FUEL VANILLA 10 Twin Spt.2 40 883851 TL RX FUEL CHOC 10 PACK 153 28 Twin Spt.2 41 883152 TL RX FUEL VAN 10 PACK-154 27 Twin Spt.2 42 792311 TL VEGE FUEL-840 1 Twin Vit 1 498651 TL MAXILIFE BRAIN PROT-267 60 Twin Vit 2 042811 TL MAXILIFE CAPS-901 100 Twin Vit 3 499028 TL MAXILIFE CARDIOCARE CO 30 Twin Vit 4 449029 TL MAXILIFE CARDIOCARE COQ 60 Twin Vit 5 449030 TL MAXILIFE CARDIO PROTECT 60 Twin Vit 6 449031 TL MAXILIFE CARDIO PROTECT 120 Twin Vit 7 449032 TL MAXILIFE CHICKEN COLLA 30 Twin Vit 8 498710 TL CHOLINE COCKTAIL II + 59 15 Twin Vit 9 449033 TL MAXILIFE CHOLINE CCKTL 15 Twin Vit 10 498652 TL MAXILIFE COLON PROT-271 60 Twin Vit 11 002032 TL MAXILIFE COQ10 FORMULA-903 60 Twin Vit 12 498262 TL MAXILIFE COQ10 FORM-917 120 Twin Vit 13 449034 TL MAXILIFE DHEA 25MG 30 Twin Vit 14 498670 TL GLUCO/CHONDROITIN FORM 41 30 Twin Vit 15 498671 TL GLUCO/CHONDROITIN FORM 703 60 Twin Vit 16 449035 TL MAXILIFE HOMOCYSTEINE 50 Twin Vit 17 499036 TL MAXILIFE HOMOCYSTEINE 100 Twin Vit 18 498712 TL JOINT COCKTAIL 921 7 Twin Vit 19 498713 TL JOINT FOOD 370 16 Twin Vit 20 499037 TL MAXILIFE JOINT FOOD LI 32 Twin Vit 21 498654 TL MAXILIFE JOINT PROT-273 60 Twin Vit 22 499001 TL MAXILIFE JOINT PROTECT 120 Twin Vit 23 498714 TL MEGA SOY EPS 477 30 Twin Vit 24 499002 TL MAXILIFE MEGA SOY COP 60 Twin Vit 25 499003 TL MAXILIFE MENS PROTECTOR 60 Twin Vit 26 499004 TL MAXILIFE MULTI-CARTENE 30 Twin Vit 27 499074 TL MAXILIFE MULTICAROTENE 60 Twin Vit 28 499005 TL PHOSPHATIDYLSERINE 30 Twin Vit 29 499006 TL PHYTONUTRIENT COCKTAIL 6 Twin Vit 30 499007 TL PHYTONUTRIENT PROTECTOR 60 Twin Vit 31 498659 TL MAXILIFE PREGNENOLONE 30 Twin Vit 32 499008 TL MAXILIFE PREGNENOLONE 60 Twin Vit 33 499068 TL MAXILIFE PROSTATE PROT 30 Twin Vit 34 498653 TL MAXILIFE PROSTATE PROT-279 60 Twin Vit 35 499009 TL MAXILIFE RESUERATROL 30 Twin Vit 36 499012 TL MAXILIFE SELENOMAY CAP 30 Twin Vit 37 499013 TL MAXILIFE SELENOMAY CAP 60 Twin Vit 38 499060 TL MAXILIFE SOY COCKTAIL 1 Twin Vit 39 499061 TL MAXILIFE ST JOHNS WORT 30 Twin Vit 40 499059 TL MAXILIFE ST JOHNS WORT 60 Twin Vit 41 498213 TL METABOLIFT CAPS-741 60 Twin Vit 42 498230 TL METABOLIFT CAPS-742 120 Twin Vit 43 498601 TL CHOLINE COCKTAIL-706 15 Twin Vit 44 042311 TL HAIR FACTORS TABLETS-898 50 Twin Vit 45 498259 TL HAIR FACTOR TABLETS-899 100 Twin Vit 46 498614 TL JOINT FACTORS-919 60 Twin Vit 47 499073 TL JOINT FACTOR CPS 120 Twin Vit 48 002010 TL OCCUGARD PLUS 421 60
14 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------- Twin Vit 49 499069 TL OCUGUARD PLUS CPS 120 Twin Vit 50 498258 TL SUPER C, E, & CAROTENE-930 50 Twin Vit 51 498312 TL SUPER C, E, & CAROTENE-931 100 Twin Vit 52 498310 TL ALLERGY A/D 10,000IU-125 100 Twin Vit 53 498337 TL ALLERGY A 10000 IU CP-137 100 Twin Vit 54 498225 TL CAROTENE CAPS-140 100 Twin Vit 55 498274 TL MEGA CAROTENE-144 60 Twin Vit 56 498288 TL B-6 CAPS 50MG-170 100 Twin Vit 57 498235 TL B-6 100MG CAPS-171 100 Twin Vit 58 028411 TL B-12 DOTS-174 100 Twin Vit 59 498309 TL B-12 DOTS-175 250 Twin Vit 60 029121 TL B-100 CAPS-178 50 Twin Vit 61 029111 TL B-100 CAPS-179 100 Twin Vit 62 002811 TL BIOTIN 600MCG CAPS-182 100 Twin Vit 63 498245 TL FOLIC ACID CAPS 800MCG-187 100 Twin Vit 64 002029 TL NIACIN (B3) 100MG CAPS-195 100 Twin Vit 65 498256 TL NO FLUSH NIACIN 50-223 50 Twin Vit 66 033011 TWIN PANTO ACID 250MG 0446 100 Twin Vit 67 002028 TL PANTOTHENIC ACID 500MG-205 100 Twin Vit 68 498215 TL STRESS B COMPLEX-207 100 Twin Vit 69 499018 TL BILAYER C1000 W/CIT B 100 Twin Vit 70 499020 TL C-1000 TABS 100 Twin Vit 71 034311 TL C-500 CAPS-238 100 Twin Vit 72 034411 TL C-1000 CAPS-240 100 Twin Vit 73 498415 TL E-200 CAPS DRY-289 50 Twin Vit 74 034632 TL DRY E 200IU 290 100 Twin Vit 75 034611 TL E-400 CAPS DRY-291 50 Twin Vit 76 034621 TL E-400 CAPS DRY-292 100 Twin Vit 77 002021 TL LIQUID E-295 12 Twin Vit 78 002022 TL SUPER E COMPLEX SFTGL-296 50 Twin Vit 79 498208 TL SUPER E COMPLEX SFTGL-297 100 Twin Vit 80 498279 TL SUPER E COMPLEX 400IU-298 250 Twin Vit 81 498257 TL SUPER E SFTGL 1000IU-299 50 Twin Vit 82 498278 TL SUPER E COMPLEX 1000IU-300 100 Twin Vit 83 052711 TL COD LVR OIL EMUL MINT-333 12 Twin Vit 84 055411 TL COD LVR OIL EMUL ORNG-334 12 Twin Vit 85 002019 TL COD LIVER OIL EMUL SFT-335 100 Twin Vit 86 039511 TL ALLERDOPHILUS CAPS-368 50 Twin Vit 87 498228 TL ALLERDOPHILUS CAPS-369 100 Twin Vit 88 498273 TL SUPER ACIDOPHILUS-360 30 Twin Vit 89 498354 TL SUPER ACIDOPHILUS-361 60 Twin Vit 90 039611 TL SUPER ENZYME CAPS-384 50 Twin Vit 91 498232 TL SUPER ENZYME CAPS-385 100 Twin Vit 92 040021 TL COQ10 CAPS-575 50 Twin Vit 93 040011 TL COQ10 CAPS-576 100 Twin Vit 94 951611 TL MEGA COQ10 CAPS-590 50 Twin Vit 95 951621 TL MEGA COQ10 CAPS-591 100 Twin Vit 96 499055 TL GLUCOSAMINE SULFATE CP 30 Twin Vit 97 498662 TL GLUCOSAMINE SULFATE 60 Aloe 1 243011 NB ALOE HAIR, SKIN, NAI 100 Aloe 2 243111 NB ALOE INNER GEL 100 Aloe 3 485197 NB FIRST AID JELLY 2 Aloe 4 485198 NB ASPIRALOE RUB 4 Aloe 5 485199 NB EUCALYPTUS RUB 4 Aloe 6 366000 NB UNFLAV JUICE 8 Aloe 7 366001 NB ALOE UNFLAV GEL 8 Aloe 8 365857 NB FILLET UNFLAV JUICE 16 Aloe 9 365881 NB HF UNFLAVORED JUICE 32 Aloe 10 365858 NB FILLET UNFLAVORED GEL 16 Aloe 11 365856 NB FILLET UNFLAV GEL 32 Aloe 12 365888 NB WL UNFLAVORED JUICE 32 Aloe 13 365895 NB GEL WL UNFLAVORED 32
15 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C Section Position Item # Description Size - ------------------------------------------------------------------------------- Aloe 14 365885 NB WL CRANBERRY JUICE 32 Aloe 15 365889 NB WL LEMON/LIME JUICE 32 Aloe 16 365883 NB WL WILDBERRY JUICE 32 Aloe 17 365893 NB JUICE UNFLAVORED WL 128 Aloe 18 365855 NB WL UNFLAVORED GEL 128 Aloe 19 366002 NB FILLET UNFLAV JUICE 128 Aloe 20 365894 NB GEL 1 GAL UNFLAVOR FILLET 128 Books 1 1 008212 PRESCRIPTION FOR NUTR HEALING 1 Books 1 2 008275 NUTRITION ALMANAC 1 Books 1 3 008266 ENCYC OF NUTRIL SUPPLEMENTS 1 Books 1 4 008334 EARL MINDELL SUPPLMENT BIBLE 1 Books 1 5 008265 DR WHITAKERS GUIDE PAPERBACK 1 Books 1 6 008215 HERBALLY YOURS 1 Books 1 7 008247 TODAY'S HERBAL HEALTH REV 4TH 1 Books 1 8 008210 LITTLE HERB ENCYCLOPEDIA 3RD 1 Books 1 9 008207 HEALTH HANDBOOK LARGE EDITION 1 Books 1 10 008243 VITAMIN HERB GUIDE NATURAL 1 Books 1 11 008302 HERBS FOR HEALTH BOOK 1 Books 1 12 008330 NATURAL HORMONE REPLACEMENT 1 Books 1 13 008226 MENOPAUSAL YRS THE WISE WOMEN 1 Books 1 14 008242 WHAT YOUR DR. MAY NOT TELL YO 1 Books 1 15 008235 YEAST CONNECTION COOKBOOK 1 Books 1 16 008230 YEAST CONNECTION HANDBOOK 1 Books 1 17 008239 HORMONE REPLACEMENT THERAPY 1 Books 1 18 008273 FIT FOR LIFE FOOD COMBINING 1 Books 1 19 008222 JUICEMANS POWER OF JUICING 1 Books 1 20 008102 APPLE CIDER VINEGAR MIRACLE 1 Books 1 21 008294 FRESH VEG & FRUIT JUICE HG 1 Books 1 22 008301 CLEANSING MADE SIMPLE 1 Books 1 23 008251 TISSUE CLEANSING THROUGH BOWE 1 Books 2 1 008206 EARL MINDELL'S VITAMIN BIBLE 1 Books 2 2 008248 NATURAL TREATMENT FOR ADD & H 1 Books 2 3 008138 RITALIN FREE KIDS 1 Books 2 4 008304 THE ADD AND ADHD DIET BOOK 1 Books 2 5 008260 DEPRESSION & NATURAL MEDICINE 1 Books 2 6 008145 NATURAL PROZAC 1 Books 2 7 008219 HOW TO HERB BOOK LETS REMEDY 1 Books 2 8 008205 EARL MINDELL'S HERB BIBLE 1 Books 2 9 008214 HEALING POWER OF HERB'S REV 1 Books 2 10 008303 HERBAL DEFENSE 1 Books 2 11 008324 MIRACLE OF GARLIC 1 Books 2 12 008252 TODAY'S HERBAL HEALTH FOR WOM 1 Books 2 13 008168 ESTROGEN ALTERNATIVE 1 Books 2 14 008167 FIBROMYALGIA A COMPREHENSIVE 1 Books 2 15 008284 THE HOMOCYSTINE REVOLUTION 1 Books 2 16 008234 EVERYBODY'S GD TO HOMEOPATHIC 1 Books 2 17 008329 ARTHRITIS CURE PAPERBACK 1 Books 2 18 008262 DR. ATKINS NEW DIET REV POCKE 1 Books 2 19 008223 LEFT FOR DEAD HERBS FOR HEART 1 Books 2 20 008109 ANTI FAT NUTRIENTS 3RD EDITIO 1 Books 2 21 008274 40-30-30 FATBURNING 1 Books 2 22 008255 BODY BLDG A REALISTIC APPROAC 1 Books 2 23 004022 AVR CREATINE NATURES MUSCL. EACH Books 2 24 090977 EAS SUPPLEMENT REVIEW BOOK 1 Challenge 1 142015 CHAL 95% PROTEIN VAN 16 Challenge 2 145011 CHAL 95% PROTEIN VAN W/ASP 16 Challenge 3 144411 CHAL 95% PROTEIN CHOC W/ASP 16 Challenge 4 145111 CHAL 95% PROTEIN STRBY W/ASP 16 Challenge 5 145112 CHAL-PROTEIN-95 STRAW ASP 64 Challenge 6 148011 CHAL MILK&EGG PROT CHOC W/ASP 16
16 Retail Agreement GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------------- Challenge 7 147911 CHAL MILK&EGG PROT VAN W/ASP 16 Challenge 8 148111 CHAL MILK&EGG PROT STRBY W/AS 16 Challenge 9 142012 CHAL 95% PROTEIN UNSWEET VAN 4 Challenge 10 145012 CHAL 95% PROTEIN VANILLA 4 Challenge 11 144412 CHAL 95% PROTEIN CHOCOLATE 4 Challenge 12 141911 CHAL BODY BUILDER PROTEIN PWD 16 Challenge 13 653955 CHAL SOY SOLU CHOC 566 Challenge 14 653965 CHAL SOY NO ASP VANILLA 555 Challenge 15 653950 CHAL SOY SOLUTION 16 Challenge 16 654060 CHAL CREATINE POWDER 150 150 Challenge 17 654065 CHAL CREATINE POWDER 300 300 Challenge 18 822311 CHAL CREATINE CHEWABLE 100 Challenge 19 822211 CHAL CREATINE 500 Challenge 20 654020 CHAL CREATINE FRUIT PUNCH 640 Challenge 21 654025 CHAL-CREATINE-LEMONADE 495 Challenge 22 823111 CHAL-CLA-500MG 120 Challenge 23 821711 CHAL PYRUVATE 500MG 90 Challenge 24 821911 CHAL ANABOLISM 60 Challenge 25 654041 CHAL-TRANS NEURO 455 Challenge 26 962611 CHAL FREEFORM AMINO ACID REFR 100 Challenge 27 962621 CHAL FREEFORM AMINO ACID REFM 150 Challenge 28 821411 CA AMINO 1875 120 Challenge 29 821011 CH AMINO 2000 180 Challenge 30 335011 CH AMINO 3000 180 Challenge 31 334831 CHAL TR AMINO 4800 60 Challenge 32 334841 CHAL TR AMINO 4800 120 Challenge 33 171912 CHALL LIQUID PROTEIN 32 Challenge 34 030111 CHAL L-ARGININE 50 Challenge 35 823511 CHAL GLUTAMINE 90 Challenge 36 822011 CHAL CHROMIUM PIC 500 Challenge 37 822111 CHAL VANADYL SULFATE 500 Challenge 38 762512 PRO PERF-40-30-30 VANILLA 504 Challenge 39 762515 PRO PERF 40-30-30-CHOCOLATE 504 Challenge 40 762812 PRO PERF 50-30-15-VANILLA 504 Challenge 41 762815 PRO PERF 55-30-15 CHOCOLATE 504 Challenge 42 762212 PRO PERF 60-40 VANILLA 504 Challenge 43 762912 PRO PERF 70-20-10 VANILLA 504 EAS 1 090919 EAS PHOSPHAGEN HP FRT PNCH 32 EAS 2 090935 EAS PHOSPHAGEN HP FRT PNCH 4 EAS 3 090944 EAS PHOSPHAGEN HP GRAPE 32 EAS 4 090968 EAS PHOSPHAGEN HP GRAPE 42 SE 4 EAS 5 090945 EAS PHOSPHAGEN HP LEMON LIME 32 EAS 6 090969 EAS PHOSPHAGEN HP LEM LIME 42 4 EAS 7 090911 EAS PHOSPHAGEN-100 GRAM 100 EAS 8 090912 EAS PHOSPHAGEN-210 GRAM 210 EAS 9 090915 EAS PHOSPHAGEN-325 GRAM 325 EAS 10 090964 EAS PHOSPHAGEN 510GRAMS 510 EAS 11 090963 EAS PHOSPHAGEN 1000GRAMS 1000 EAS 12 090949 EAS BETAGEN 7 EAS 13 090948 EAS BETAGEN 21 EAS 14 090999 EAS NEURO GAIN TABS 120 EAS 15 090991 EAS NEURO GAIN 14 EAS 16 090981 EAS STRUCTURE EFA 120 EAS 17 090979 EAS-HMB 120 EAS 18 090980 EAS HMB 360 EAS 19 090923 EAS CLA 90 EAS 20 090951 EAS CYTOVOL 225 EAS 21 090914 EAS GKG - 120 CAPS 120 EAS 22 090913 EAS V2G - 180 CAPS 180 EAS 23 090961 EAS PHOSPHAGAN II CHOCOLATE 3 EAS 24 090960 EAS PHOSPHGAIN II VANILLA 3 EAS 25 090972 EAS PHOSPHAGAIN II STRAWBY 3
17 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------ EAS 26 091001 EAS PRECISION PROTEIN CHOC. 908 EAS 27 091002 EAS PRECISION PROTEIN VAN 908 EAS 28 090956 EAS MYOPLEX PLUS DEL CHOC 20 EAS 29 090958 EAS MYOPLEX PLUS DELUXE VAN 20 EAS 30 090978 EAS MYOPLEX PLUS DULUXE STRAW 20 Ginseng 1 436211 GG KOREAN GINSENG 90 Ginseng 2 436221 GG KOREAN GINSENG 180 Ginseng 3 436111 GG GINSENG & ROYAL JELLY 90 Ginseng 4 436121 GG GINSENG & ROYAL JELLY 180 Ginseng 5 492824 GG KOREAN GINSENG TEA BAGS 20 20 Ginseng 6 492825 GG KOREAN GINSENG TEA BAGS 50 50 Ginseng 7 437311 GG TRIPLE GINSENG 90 Ginseng 8 437321 GG TRIPLE GINSENG 180 Ginseng 9 436911 GG TRIPLE GINSENG 90 Ginseng 10 436921 GG TRIPLE GINSENG 180 Ginseng 11 437611 GG TRIPLE GINSENG 90 Ginseng 12 437621 GG TRIPLE GINSENG 180 Ginseng 13 437211 GG SIBERIAN GINSENG 30 Ginseng 14 437011 GG SIBERIAN GINSENG 90 Ginseng 15 437021 GG SIBERIAN GINSENG 180 Ginseng 16 437111 GG SIBERIAN GINSENG & BEE POL 90 Ginseng 17 436611 GG AMERICAN GINSENG 90 Ginseng 18 437411 GG MEN'S GINSENG 90 Ginseng 19 492823 GG GINSENG GUM 10 Ginseng 20 436811 GG RED PANAX GINSENG 90 Ginseng 21 217601 GG PANAX GINSENG 10 10 Ginseng 22 217602 GG PANAX GINSENG 30 30 Ginseng 23 492827 GG GINSENG DRINK W/ROOT 4 Ginseng 24 492826 GG GINSENG DRINK NO/ROOT 4 Ginseng 25 492820 GG CHINA GNSNG R JEL B POL 10 10 Ginseng 26 492821 GG CHINA GNSNG R JEL B POL 30 30 Ginseng 27 465611 HP GINSAGEL 30 Ginseng 28 492801 POP AMER GINSENG 4 Ginseng 29 410021 PHAR GINSANA 30 Ginseng 30 410022 PHAR GINSANA 60 Ginseng 31 410024 PHAR GINSANA 40 Ginseng 32 715072 NMAX GINSAMAX 30 30 Ginseng 33 053567 AL GINSENG POWER MAX AMPULES 10 Ginseng 34 053542 AL GINSENG POWER MAX-333-00 100 Ginseng 35 053540 AL GINSENG POWER MAX 50 Ginseng 36 023951 AFF KOREAN GINSENG RYL JLY 1 Ginseng 37 492836 POP KOREAN GINSENG EXT ROOT 8 Ginseng 38 888831 BO GINERGY 30 Ginseng 39 217345 WISCONSIN GINSENG 60 Ginseng 40 777828 AMF 12 GINSENGS 90 Ginseng 41 492837 POP KOREAN GINSENG INST TEA 10 Ginseng 42 492840 POP KOREAN GINSENG EXTRACT 1 Green Foods 1 088821 KYOL YST-FREE GARLIC-10032 200 Green Foods 2 089311 KYOL YST-FR GARLIC CPS-100-41 100 Green Foods 3 089321 KYOL YST-FR GRLC CP-100-42 200 Green Foods 4 088611 KYOL GARLIC CPS-10141 100 Green Foods 5 088621 KYOL GARLIC CPS-10142 200 Green Foods 6 088511 KYOL RESERVE 60 CPS 200-41 60 Green Foods 7 089151 KYOL LIQ EXTRACT 100-20 2 Green Foods 8 030417 PHX-CHOLESTIN 120 Green Foods 9 090841 ENZ GARLINASE 4000 30 Green Foods 10 410211 CHAT GINSANA GARLIQUE 30 30 Green Foods 11 459022 NW GARLICIN-6791 30 Green Foods 12 427211 NB EFFECT 30 Green Foods 13 030711 NAT BR COATED TRIPLE GARLIC 100 Green Foods 14 030721 NAT BR COATED TRIPLE GARLIC 200
18 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------------- Green Foods 15 031311 NAT BR GARLIC TRIPLE TBS 100 Green Foods 16 031321 NB TRIPLE GARLIC 200 200 Green Foods 17 355911 GP CS (CARDIOVASCULAR) 30 Green Foods 18 129511 GP CHL (CHOLESTEROL) 30 Green Foods 19 709911 NB GRAPE SEED 60 Green Foods 20 709611 NB GENISTEIN PLUS 60 Green Foods 21 710711 NB CAROT COMPLEX 90 Green Foods 22 712011 NB LUTEIN-NEW 90 Green Foods 23 709511 NB WINE&GREEN TEA POLYPHEN 60 Green Foods 24 710811 NB-ISOFLAVUNES 90 Green Foods 25 712611 NB LYCOPENE PLUS 30 Green Foods 26 711911 NB-LYCOPENE-NEW 90 Green Foods 27 711811 NB POLYPHENOLS 90 Green Foods 28 710111 NB CURCUMINOIDS 90 Green Foods 29 709711 NB INDIAN CELERY SEED EXT 60 Green Foods 30 434411 NB FRUIT POLYPHENOLS 60 Green Foods 31 434211 NB MULTI-FRUIT 60 Green Foods 32 468711 HP GRAPE SEED EXTRACT 30 Green Foods 33 426111 NB BLUE GREEN ALGAE 90 Green Foods 34 429111 NB CHLORELLA 180 Green Foods 35 426211 NB SHATTERED CELL WALL CHOREL 90 Green Foods 36 429611 NB BARLEY GRASS 90 Green Foods 37 426311 NB BARLEY GRASS 90 Green Foods 38 003921 NAT BR KELP TABS 500 Green Foods 39 005811 NB TRIPLE ALFALFA 100 Green Foods 40 005211 NAT BR ALFALFA TABS 500 Green Foods 41 427411 NB HYDRILLA 210 Green Foods 42 420711 NB WHEATGRASS CAPSULE 60 Green Foods 43 434111 NB MULTI-VEGETABLE 60 Green Foods 44 000811 NAT BR GREEN EARTH FOOD 180 Green Foods 45 049750 NB GREEN EARTH FOOD POWERS 16 Green Foods 46 365846 NB APPLE CIDER VINEGAR 16 Green Foods 47 917521 ER SPIRULINA 100 Green Foods 48 399525 WM SUPER JUICE 60 Green Foods 49 089141 KYOL KYO-GREEN-700-55 3 Green Foods 50 714914 GF VEGGIE MAGMA 5 Green Foods 51 714911 GFC GREEN MAGMA 5.3 5 Green Foods 52 714910 GFC GREEN MAGMA 3 Green Foods 53 714913 GFC GREEN MAGMA PLUS 5 Green Foods 54 428011 NAT BR BEE PROPOLIS 250MG SG 100 Green Foods 55 423211 BEE POLLEN CPS GNC 100 Green Foods 56 081811 NAT BR BEE POLLEN 500MG TBS 100 Green Foods 57 081821 NAT BR BEE POLLEN 500MG TBS 250 Green Foods 58 088211 NAT BR BEE POLLEN 1000MG 90 Green Foods 59 079121 NAT BR BEE POLLEN GRANULES 10 Green Foods 60 081925 HFS BEE POLLEN FROM ENGLAND 90 Green Foods 61 548600 MN BEE POLLEN & GINSENG 90 Green Foods 62 003411 NB ROYAL JELLY 500MG 90 Green Foods 63 078021 PO ROYAL JELLY 500MG 30 Green Foods 64 078511 PO ROYAL JELLY-LQ 14000IU 11 Green Foods 65 078111 PO ROYAL JELLY LQ 11 Green Foods 66 422511 NAT BR DONG QUAI & ROYAL JELL 60 Green Foods 67 168400 DMS FIBROMALIC 180 Green Foods 68 548618 MN GRAPE SEED EXTRACT 60 Green Foods 69 548626 MG GINKGO BILOBA EXTRACT 60 Green Foods 70 576211 BN GINKGO BILOBA 60 Green Foods 71 544183 NAT ACTIVIN 60 Green Foods 72 076557 SLRY CRAN ACTIN-840 60 Green Foods 73 267703 KWAI HIGH POTENCY GARLIC 60TB 60 Green Foods 74 267704 KWAI HIGH POTENCY GARLIC 12OT 120 Green Foods 75 292111 DH CRANBERRY CONCENTRATE 16 Green Foods 76 292112 DH BLACK CHERRY CONCENTRATE 16 Green Foods 77 074235 FB COLON GREEN CAPS 150
19 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C Section Position Item # Description Size - ------------------------------------------------------------------------------- Green Foods 78 074240 FB COLON GREEN POWDER 10 Herbal Plus 1 1 406511 HP BILBERRY 30 Herbal Plus 1 2 406521 HP BILBERRY 60 Herbal Plus 1 3 406311 HP CAT'S CLAW 30 Herbal Plus 1 4 406321 HP CAT'S CLAW 60 Herbal Plus 1 5 406111 HP CAYENNE 30 Herbal Plus 1 6 406121 HP CAYENNE 60 Herbal Plus 1 7 406011 HP CHAMOMILE 30 Herbal Plus 1 8 411611 HP CRANBERRY 30 Herbal Plus 1 9 408611 HP DAMIANA 30 Herbal Plus 1 10 410811 HP DEVILS CLAW 30 Herbal Plus 1 11 405611 HP DONG QUAI 30 Herbal Plus 1 12 405621 HP DONG QUAI 60 Herbal Plus 1 13 407711 HP ECHINACEA/ROOT 30 Herbal Plus 1 14 407712 HP ECHINACEA 60 Herbal Plus 1 15 411511 HP ECHINA/GOLD 30 Herbal Plus 1 16 411521 HP EXHINACEA/GOLD 60 Herbal Plus 1 17 407311 HP FEVERFEW 30 Herbal Plus 1 18 412511 HP GARLIC 30 Herbal Plus 2 1 410711 HP GARLIC/HAWTHORNE 30 Herbal Plus 2 2 405811 HP GARLIC/CAYENNE 30 Herbal Plus 2 3 407811 HP GINGER 30 Herbal Plus 2 4 407411 HP GOLDENSEAL RT 30 Herbal Plus 2 5 407412 HP GOLDENSEAL 60'S 60 Herbal Plus 2 6 407011 HP CAYENNE/GOLDENSEAL 30 Herbal Plus 2 7 406411 HP GOTU KOLA 30 Herbal Plus 2 8 407911 HP GUARANA 30 Herbal Plus 2 9 409711 HP LICORICE 30 Herbal Plus 2 10 409311 HP PAU D'ARCO 30 Herbal Plus 2 11 408011 HP MULTI-GINSENG 30 Herbal Plus 2 12 408012 HP MULTI-GINS 60 Herbal Plus 2 13 410911 HP MULTIGIN/DAM 30 Herbal Plus 2 14 412111 HP MLTIGIN/GOTV 30 Herbal Plus 2 15 408111 HP MLTIGIN/SAW 30 Herbal Plus 2 16 407211 HP PYGEUM 30 Herbal Plus 2 17 405511 HP SAW PALMETTO 30 Herbal Plus 2 18 405512 HP SAW PALMETTO 60 Herbal Plus 2 19 405711 HP SAW PALMETTO 30 Herbal Plus 2 20 408211 HP SIBERIAN GINSENG 30 Herbal Plus 2 21 408711 HP ST JOHNS WORT 30 Herbal Plus 2 22 408721 HERBAL PLUS ST JOHNS WORT 60 Herbal Plus 2 23 412011 HP VAL/PASSION 30 Herbal Plus 2 24 407511 HP VALERIAN 30 Herbal Plus 2 25 407512 HP VALERIAN 60 Herbal Plus 2 26 408511 HP YUCCA 30 Herbal Plus 2 27 523268 NAP ASTRAGALUS 1 Herbal Plus 2 28 523265 NAP BLACK COHOSH LIQUID 1 Herbal Plus 2 29 523263 NAP HAWTHORNE LIQUID 1 Herbal Plus 2 30 523266 NAP ST JOHNS WORT LIQUID 1 Herbal Plus 2 31 523264 NAP VALERIAN ROOT LIQUID 1 Herbal Plus 2 32 523267 NAP WILD YAM LIQUID 1 Herbal Plus 2 33 523259 NAP CRAN RELIEF CRANBRY LIQ 4 Herbal Plus 2 34 523260 NAP HERBAL DEFENSE ECHIN LIQ 4 Herbal Plus 2 35 523258 NAP HERBAL ENRGY GINSNG LIQ 4 Herbal Plus 2 36 523257 NAP HERB RELAX KAVA KAVA LIQ 4 Herbal Plus 2 37 523255 NAP MILK THISTLE LIQ 4 Herbal Plus 2 38 523256 NAP HERBAL PROSTA SURE LIQ 4 Herbal Plus 3 1 456611 HP FIN ALFALFA 100 Herbal Plus 3 2 466411 HP FIN ASHWAGANDHA 90 Herbal Plus 3 3 456511 HP FIN BILBERRY 100
20 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------------ Herbal Plus 3 4 430111 HP FIN BLACK COHOSH 100 Herbal Plus 3 5 466511 HP FIN BOSWELLIA 90 Herbal Plus 3 6 467811 HP FIN CATS CLAW 100 Herbal Plus 3 7 455911 HP FIN DONG QUAI 100 Herbal Plus 3 8 455211 HP FIN SAW PALMETTO 100 Herbal Plus 3 9 456911 HP FIN CAYENNE 100 Herbal Plus 3 10 466911 HP FIN CENTELLIN 90 Herbal Plus 3 11 456411 HP FIN CHLOROPHYL 100 Herbal Plus 3 12 466811 HP FIN CITRIN 90 Herbal Plus 3 13 455711 HP FIN CRANBERRY FRUIT 100 Herbal Plus 3 14 468211 HP FIN CURCUMINOIDS 90 Herbal Plus 3 15 457811 HP FIN DANDELION ROOT 100 Herbal Plus 3 16 455911 HP FIN DONG QUAI 100 Herbal Plus 3 17 430011 HP FIN DEVILS CLAW 90 Herbal Plus 3 18 414211 NFIN ECHINACEA PURPUREA 90 Herbal Plus 3 19 457711 HP FIN ECHINACEA 100 Herbal Plus 3 20 457721 HP FING ECHINACA VALUE SIZE 200 Herbal Plus 3 21 468011 HP FIN ECHINA/GOLDENSEAL 100 Herbal Plus 3 22 468021 HP FING GOLDENSEAL/ECHINACA 200 Herbal Plus 3 23 467711 HP FIN EYEBRIGHT 100 Herbal Plus 3 24 457111 HP FIN FEVERFEW 100 Herbal Plus 3 25 467111 HP FIN FO-TI 100 Herbal Plus 3 26 456111 HP FIN GARCINIA CAMBOGIA 100 Herbal Plus 3 27 030711 NAT BR COATED TRIPLE GARLIC 100 Herbal Plus 3 28 030721 NAT BR COATED TRIPLE GARLIC 200 Herbal Plus 3 29 031311 NAT BR GARLIC TRIPLE TBS 100 Herbal Plus 3 30 031321 NB TRIPLE GARLIC 200 200 Herbal Plus 3 31 045111 NB TRIPLE GARLIC PLUS 60 Herbal Plus 3 32 045121 NB TRIPLE GARLIC PLUS 120 Herbal Plus 3 33 490215 ULTIMATE GARLIC-BLST901394 30 Herbal Plus 3 34 490216 ULTIMATE GARLIC-901393 60 Herbal Plus 3 36 036621 NAT BR GARLIC ODORLESS 200 Herbal Plus 3 37 056211 NAT BR GARLIC-PARSLEY CAPS 100 Herbal Plus 3 38 005311 NAT BR GARLIC-PARSLEY TBS 250 Herbal Plus 3 39 036711 NAT BR GARLIC POTENT 1500MG 100 Herbal Plus 3 40 036811 NAT BR GARLIC SUPER CAPS 100 Herbal Plus 4 1 455611 HP FIN GINKGO BILOBA 100 Herbal Plus 4 2 455621 HP FING GINKGO BILOBA VALUE SIZ 200 Herbal Plus 4 3 425311 NAT BR GINKGO BILOBA 50 MG 120 Herbal Plus 4 4 425321 NAT BR GINKGO BILOBA-240 240 Herbal Plus 4 5 421511 NB GINKGO BILOBA PLUS 120 Herbal Plus 4 6 421521 NB GINKGO BILOBA PLUS 240 Herbal Plus 4 7 455311 HP FIN KAVA KAVA 100 Herbal Plus 4 8 455511 HP FIN ST JOHNS WORT 100 Herbal Plus 4 9 459611 HP FIN GINGER 100 Herbal Plus 4 10 456711 HP FIN GOLDENSEAL HERB 100 Herbal Plus 4 11 457611 HP FIN GOLDENSEAL ROOT 100 Herbal Plus 4 12 466211 HP FIN 688 MG GOLDENSEAL 100 Herbal Plus 4 13 457011 HP FIN GOTU KOLA 100 Herbal Plus 4 14 446011 HP FIN GUARANA 100 Herbal Plus 4 15 466311 HP FIN GUGULIPID 90 Herbal Plus 4 16 466711 HP FIN GYMNESYL 60 Herbal Plus 4 17 450511 HP FIN HAWTHORNE 100 Herbal Plus 4 18 456011 HP FIN HORSETAIL RUSH HERB 100 Herbal Plus 4 19 455311 HP FIN KAVA KAVA 100 Herbal Plus 4 20 455321 HP FIN KAVA KAVA VALUE SIZE 200 Herbal Plus 4 21 457511 HP FIN KELP 100 Herbal Plus 4 22 456211 HP FIN KUDZU ROOT 100 Herbal Plus 4 23 455411 HP FIN LICORICE 100 Herbal Plus 4 24 456311 HP FIN MILK THISTLE 100 Herbal Plus 4 25 440511 HP FIN MIATAKE MUSHROOM 100 Herbal Plus 4 26 441011 NFING REISHMUSHROOM 100
21 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------------------------- Herbal Plus 4 27 441311 NFING SHITAKE MUSHROOM 100 Herbal Plus 4 28 468111 HP FIN NETTLE 100 Herbal Plus 4 29 466111 HP FIN PICROLIV 90 Herbal Plus 4 30 451411 HP FIN PSYLLIUM SEED 100 Herbal Plus 4 31 457311 HP FIN PYGEUM 100 Herbal Plus 4 32 455211 HP FIN SAW PALMETTO 100 Herbal Plus 4 33 455221 HP FIN SAW PALMETTO VALUE SIZE 200 Herbal Plus 4 34 456811 HP FIN SPIRULINA 100 Herbal Plus 4 35 447311 HP FIN SUMA 100 Herbal Plus 4 36 457211 HP FIN WILD YAM ROOT 100 Herbal Plus 4 37 457411 HP FIN VALERIAN ROOT 100 Herbal Plus 4 38 467011 HP FIN VITEX 100 Herbal Plus 4 39 459311 HP FIN YUCCA STALK 100 Herbal Plus 4 40 450411 HP FIN ST JOHNS WORT TABLETS 60 Herbal Plus 4 41 450431 HP FIN ST JOHNS WORT TABLETS 120 Herbal Plus 4 42 455511 HP FIN ST JOHNS WORT 100 Herbal Plus 4 43 455521 HP FING ST JOHNS WORT VALUE SIZ 200 Lifestyle 1 786516 HPF LLC HERBAL PF STAGE 2 60 Lifestyle 2 786514 HPF LLC HERBAL PF 60 Lifestyle 3 270753 TRIMEDICA 5HTP #235 60 Lifestyle 4 585940 SN DIET-PHEN 45 Lifestyle 5 496360 SCH PHENCAL 120 (12783) 120 Lifestyle 6 000635 IRW NAT PHEN-SAFE 90 Lifestyle 7 773112 TL DIET FUEL 60-322 60 Lifestyle 8 773113 TL DIET FUEL 120-323 120 Lifestyle 9 522050 TL NO EPH METABOLIFT 661 60 Lifestyle 10 522051 TL NO EPH METABOLIFT 662 120 Lifestyle 11 030998 CT XENADRINE REA-1 120 Lifestyle 12 023809 SS THERMOGENICS PLUS 60 Lifestyle 13 041410 ARP-ULTRA CHROMA W/BIOTROL 90 Lifestyle 14 041400 ARP-ULTRA C.S. PYRUVATE MEN 90 Lifestyle 15 041271 ARP CHROMA SLIM 28-DAY KIT 28 Lifestyle 16 041211 ARP CHROMA SLIM PLUS-RL20412 120 Lifestyle 17 041210 ARP CHROMA SLIM PLUS-RL20400 60 Lifestyle 18 041380 ARP CHROMA SLIM BIOZAN-C 60 Lifestyle 19 041208 ARP CHROMA SLIM PYRUVATE 60 Lifestyle 20 041261 ARP ULTRA CHROMA SLIM 60 Lifestyle 21 041440 ARP-ULTRA C.S. THERMOGENIC 90 Lifestyle 22 041217 ARP CHROMA SLIM-MEN 120 Lifestyle 23 041216 ARP CHROMA SLIM-MEN 60 Lifestyle 24 041430 ARP-CHROMA SLIM CLA-4000 60 Lifestyle 25 041224 ARP ULTRA CITRA LEAN 60 Lifestyle 26 715006 NMAX SUPER DIET MAX 60 Lifestyle 27 715007 NMAX SUPER DIET MAX 90 Lifestyle 28 715009 NMAX SUPER DIET MAX 180 Lifestyle 29 715090 NMAX SUPER DIET MAX FOR MEN 90 Lifestyle 30 715201 NMAX DIET MAX CHITOSAN 250MG 240 Lifestyle 31 715210 NMAX-THIN-THIN 30 Lifestyle 32 433061 PEP DIET PEP REF 60 Lifestyle 33 433104 PEP ULTRA DIET PEP REF 60 Lifestyle 34 433105 PEP ULTRA DIET PEP 120 Lifestyle 35 433069 PEP NO EPH ULTRA DIET 2000 60 Lifestyle 36 000616 IRW NAT SYSTEM SIX-MEN 60 Lifestyle 37 000618 IRW NAT SYSTEM SIX 60 Lifestyle 38 000619 IRW NAT SYSTEM SIX 120 Lifestyle 39 532117 BODY PYRUVABURN DAYTIME 9024 60 Lifestyle 40 532119 BODY PYRUVABURN PM 9025 60 Lifestyle 41 532125 BODY THERMOPHEN 120 9039 120 Lifestyle 42 023809 SS THERMOGENICS PLUS 60 Lifestyle 43 023807 SS METABOLICS PLUS PANCREATIC 60 Lifestyle 44 023808 SS LIPOLYTICS PLUS VASCULAR 60 Lifestyle 45 400711 ONAT FAT FIGHTER 120
22 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------------- Lifestyle 46 399512 DW THERMO MAX 90 Lifestyle 47 399514 DW ZERO FAT 90 Lifestyle 48 399508 WM DW LIPOSTAT FAT BINDER 90 Lifestyle 49 399513 DW CLEANSING DIET 7-DAY 7 Lifestyle 50 053509 AL CHROMA BURN 60 Lifestyle 51 053557 AL SUPER FAT BURNER THERMO 40 Lifestyle 52 053558 AL SUPER FAT BURNER LIPO 40 Lifestyle 53 053539 AL SUPER FAT BURNER &BROMELAI 60 Lifestyle 54 053537 AL FAT BURNER 120 Lifestyle 55 053578 AL ULTRA FAT BURNER 60 Lifestyle 56 053559 AL SUPER FIT BURNER 60 Lifestyle 57 053560 AL SUPER FIT BURNERS 120 Lifestyle 58 053576 AL TONA LEAN 60 Lifestyle 59 317911 GNN GUARANA DIET 90 Lifestyle 60 544185 NAT TONALIN 1000-CLA 60 Lifestyle 61 544159 NAT CITRIMAX + W/CHRMATE-130 90 Lifestyle 62 320621 CC BAHAMIAN DIET 19 Nat Herb 1 465711 HP ECHINAGEL 30 Nat Herb 2 465511 HP PARTHENOGEL 30 Nat Herb 3 461611 HP GINKGOGEL 30 Nat Herb 4 465611 HP GINSAGEL 30 Nat Herb 5 468311 HP HYDRASTAGEL 30 Nat Herb 6 468811 HP KAVAGEL 30 Nat Herb 7 465911 HP PALMETTOGEL 30 Nat Herb 8 468411 HP THISTLEGEL 30 Nat Herb 9 467511 HP ST JOHNS WORT 30 Nat Herb 10 465811 HP VALEREGEL 30 Nat Herb 11 254615 NH ECHIN ANGUSTIFOLIA-309 100 Nat Herb 12 254582 NH ORG ECHINACEA ROOT-325 100 Nat Herb 13 254547 NH ECHIN POWER-1166 60 Nat Herb 14 257397 NH ECHINACEA/VITAMIN C-114 100 Nat Herb 15 254529 NH ECHINACEA GOLDNSL CMBO-115 100 Nat Herb 16 257398 NH ECHINACEA PWR (SUPER)-1130 60 Nat Herb 17 254690 NH ECHN-GOLDNSL SUPER-7115 250 Nat Herb 18 257396 NH ECHINACEA/GLDNSL PWR-1131 60 Nat Herb 19 257421 NH ELDRBRY ECHIN GLDNSL 116 100 Nat Herb 20 257416 NH ELDERBERRY FLOWERS-313 100 Nat Herb 21 254127 NH KAVA KAVA ROOT 264 100 Nat Herb 22 257422 NH KAVA KAVA PWR 1161 30 Nat Herb 23 254592 NH GINGER ROOT-245 100 Nat Herb 24 257359 NH GINKGO PHYTOSOME-41385 60 Nat Herb 25 254620 NH GINKGO POWER ECON-51385 50 Nat Herb 26 257341 NH GINKGO POWER SUPER-71385 150 Nat Herb 27 254899 NH GINSENG, SIBERIAN-250 50 Nat Herb 28 254625 NH GINSENG SARSAPARILLA-127 100 Nat Herb 29 254596 NH GOLDNSL HERB-255 100 Nat Herb 30 254594 NH GOLDNSL ROOT-257 50 Nat Herb 31 254595 NH GOLDNSL ROOT-256 100 Nat Herb 32 257331 NH GLDNSEAL ROOT EXT-2329 2 Nat Herb 33 257416 NH NETTLE POWER-1176 30 Nat Herb 34 254687 NH PYGEUM POWER-1261 60 Nat Herb 35 254803 NH SAW PALMETTO-276 100 Nat Herb 36 257391 NH SAW PALMETTO 250-7276 250 Nat Herb 37 254124 NH SAW PALMETTO PWR 320 30 Nat Herb 38 254585 NH SILICA POWER-1273 60 Nat Herb 39 254120 NH ST JOHN'S POWER 3% 90 Nat Herb 40 254125 NH ST JOHN'S PWR .3% 180 Nat Herb 41 254586 NH STRESS RELEASE-1270 60 Nat Herb 42 254603 NH VALERIAN ROOT-289 100 Nat Herb 43 257401 NH CAT'S CLAW-227 50 Nat Herb 44 254696 NH CAYENNE SUPER-7222 250 Nat Herb 45 254697 NH CHARCOAL-234 100 23
Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------- Nat Herb 46 257393 NH CHLORELLA BETTER-310 100 Nat Herb 47 257399 NH CRANBERRY FRUIT-228 100 Nat Herb 48 254577 NH CRNBRY EXT-230 100 Nat Herb 49 254578 NH DAMIANA-240 100 Nat Herb 50 254694 NH ALOE VERA INNER LEAF-204 100 Nat Herb 51 254536 NH BILBERRY POWER-1155 60 Nat Herb 52 254537 NH BRONCEASE-1105 60 Nat Herb 53 254573 NH CASCARA SAGRADA-226 100 Nat Herb 54 257301 NH HAWTHORN FLWR, LEAVE-261 100 Nat Herb 55 254627 NH EYEBRIGHT-308 100 Nat Herb 56 254583 NH FEVERFEW-246 100 Nat Herb 57 254568 NH MILK THISTLE POWER-1260 50 Nat Way 1 267705 LP KIRA 45 Nat Way 2 410618 CHAT HARMONEX 30 CAPS 30 Nat Way 3 777822 AMF BLACK COHOSH 60 Nat Way 4 544182 NAT KAVATROL 30 Nat Way 5 090839 ENZ THRPY REMIFEMIN 120 Nat Way 6 777821 AMF ESTROVEN 30 Nat Way 7 023860 NOVOGEN PROMENSIL 30 Nat Way 8 820012 BO ORG ECHINAGOLD 2 Nat Way 9 891215 BO ECHINACEA 1 Nat Way 10 885183 BO KAVA KAVA LIQUID 1 Nat Way 11 403511 NW ECHINACEA-12400 100 Nat Way 12 402032 NW ECHINACEA-12408 180 Nat Way 13 402048 NW ECHINACEA RT CMPLX-17350 100 Nat Way 14 706917 NW ECHINACEA/ESTER C-417 100 Nat Way 15 403521 NW ECHINACEA COMBO-415 100 Nat Way 16 706957 NW ECHINACEA STDIZED 60 Nat Way 17 706923 NW ECHINAGUARD-3520 2 Nat Way 18 706922 NW ECHINAGUARD-3530 3 Nat Way 19 490218 NW GINKGOLD 60MG 50'S-6725 50 Nat Way 20 490219 NW GINKGOLD 60MG 100'S-6735 100 Nat Way 21 706947 NW GINKO BILOBA STDIZED 60 Nat Way 22 706929 NW-NOURMINS 60'S 60 Nat Way 23 706951 NW KAVA STDIZED 60 Nat Way 24 706955 NW KAVA KAVA EXTRACT 2 Nat Way 25 706925 NW-ST JOHN'S WORT 100 Nat Way 26 706943 NW ST JOHNS WORT 63000 90 Nat Way 27 706954 NW ST JOHN'S WORT EXTRACT 2 Nat Way 28 705711 NW GINGER ROOT-13100 100 Nat Way 29 402034 NW GINGER ROOT-13108 180 Nat Way 30 402035 NW SIBERIAN GINSENG-13508 180 Nat Way 31 402045 NW GOLDEN SEAL ROOT-13900 50 Nat Way 32 404511 NW GOLDEN SEAL ROOT-13800 100 Nat Way 33 404411 NW GOLDEN SEAL HERB-13700 100 Nat Way 34 402036 NW GOLDEN SEAL HERB-13708 180 Nat Way 35 452411 NW NETTLE-15150 100 Nat Way 36 706952 NW MILK THISTLE STDIZED 60 Nat Way 37 706949 NW PYGEUM STDIZED 60 Nat Way 38 706945 NW PROSTACTIVE SAW PALMET 30 Nat Way 39 706953 NW SAW PALMETTO STDIZED 60 Nat Way 40 490213 NW SAW PALMETTO BERRIES-16758 180 Nat Way 41 468511 NW ALFALFA LEAVE-10100 100 Nat Way 42 454511 NW ALEOLAX-900 100 Nat Way 43 454811 NW ASTRAGALUS RT-10180 100 Nat Way 44 704711 NW BARLEY GRASS-10250 100 Nat Way 45 706946 NW BILBERRY STANDARDIZED 90 Nat Way 46 402011 NW BLK COHOSH RT-10500 100 Nat Way 47 704811 NW BUTCHERS BROOM-11250 100 Nat Way 48 402030 NW CASCARA SAGRADA-11308 180 Nat Way 49 460211 NW CAYENNE PEPPER-11500 100 Nat Way 50 408811 NW CHARCOAL 280MG-2070 100
24 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------------- Nat Way 51 402911 NW CHICKWEED HERB-11800 100 Nat Way 52 449511 NW CRANBERRY-12150 100 Nat Way 53 706956 NW CRANBERRY STDIZED 100 Nat Way 54 403211 NW DAMIANA LEAVES-12200 100 Nat Way 55 403311 NW DANDELION ROOT-12300 100 Nat Way 56 455132 NW DONG QUAI RT-12380 100 Nat Way 57 443811 NW FENUGREEK SD-12800 100 Nat Way 58 414111 NW FEVERFEW-12850 100 Nat Way 59 442411 NW NORWEGIAN KELP-14500 100 Nat Way 60 443111 NW SASPARILLA RT-16700 100 Nat Way 61 453211 NW SLPPRY ELM BRK-17100 100 Nat Way 62 453311 NW SPIRULINA-17200 100 Nat Way 63 455133 NW THISILYN-06958 100 Nat Way 64 406611 NW VALERIAN ROOT-17700 100 Nat Way 65 402040 NW VALERIAN ROOT-17708 180 Nat Way 66 706950 NW VALERIAN STDIZED 90 Nat. Remedies 1 092513 NAT BR PAPAYA ENZYME TBS PM 100 Nat. Remedies 2 092523 NAT BR PAPAYA ENZYME TBS 250 Nat. Remedies 3 092533 NAT BR PAPAYA ENZYME TBS PM 600 Nat. Remedies 4 086011 NAT BR APPLE PECTIN 100 Nat. Remedies 5 428211 NAT BR BROMALAN 100 Nat. Remedies 6 253814 NAT BR BETAINE HYDROCHLORIDE 100 Nat. Remedies 7 004311 NAT BR ENZYME DIGESTANT TABS 100 Nat. Remedies 8 432911 NB MULI-ENZYME 90 Nat. Remedies 9 390411 HP LIVERHEALTH 30 Nat. Remedies 10 422311 NB CITRUS PECTIN 60 Nat. Remedies 11 432611 NB LACTASE 90 Nat. Remedies 12 085811 NAT BR MILK DIGESTANT TBS 250 Nat. Remedies 13 433711 NB PARA ESSENTIALS 60 Nat. Remedies 14 365942 NAT BRAND POMEGRANATE 8 Nat. Remedies 15 089531 NB ACIDOPHILOS W/OUT FOS 60 Nat. Remedies 16 089521 NB CHEW ACIDPHL JUNIOR GRAPE 120 Nat. Remedies 17 088512 NB ULTRA ACIDOLPHILUS 90 Nat. Remedies 18 021311 NAT BR ACIDOPHILUS MEGA 90 Nat. Remedies 19 020511 NAT BR ACIDOPHILUS CAPS POTEN 100 Nat. Remedies 20 020615 NAT BR ACIDOPHILUS PLUS DATED 100 Nat. Remedies 21 020625 NAT BR ACIDOPHILUS PLUS DATED 250 Nat. Remedies 22 365941 NB LIQ ACID BLACK CHERRY 16 Nat. Remedies 23 365940 NB LIQUID ACIDOLPHILUS PAPAYA 16 Nat. Remedies 24 460611 NB FOS CAPS 100 Nat. Remedies 25 089511 KYO DOPHILUS 90 CP-600-49 90 Nat. Remedies 26 886411 NN NOW PRO BIOTICS 60 Nat. Remedies 27 420811 NB DHA ALGAL DERIVED 30 Nat. Remedies 28 422411 NB QUOITIENT 120 Nat. Remedies 29 265411 NB FLAX SEED OIL 90 Nat. Remedies 30 265421 NB FLAX SEED OIL CAPS 180 Nat. Remedies 31 081301 NB FLAX SEEDS 15 Nat. Remedies 32 081362 NB FLAX SEED OIL 8 Nat. Remedies 33 265511 NB BORAGE OIL 90 Nat. Remedies 34 081360 NB BORAGE OIL 2 Nat. Remedies 35 265211 NB EVENING PRIMROSE OIL 90 Nat. Remedies 36 081361 NB EVENING PRIMROSS OIL 2 Nat. Remedies 37 069111 GNC ALOE VERA CAPSULES 5000 M 100 Nat. Remedies 38 446311 NB OLIVE LEAF EXTRACT 90 Nat. Remedies 39 003111 NAT BR HERBAL DIURETIC TBS 100 Nat. Remedies 40 430311 GNC CRANBERRY JUICE CONCENTRA 100 Nat. Remedies 41 365848 NB CRANBERRY CONCENTRATE 8 Nat. Remedies 42 420311 NB BLACK CHERRY CONCENTRATE 60 Nat. Remedies 43 365892 NB BLACKCHERRY CONCENTRATE 8 Nat. Remedies 44 427911 NB ELDERBERRY 60 Nat. Remedies 45 365843 NB ELDERBERRY EXTRACT 4 Nat. Remedies 46 001411 NAT BR GREEN TEA EXTRACT 100
25 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ---------------------------------------------------------------------------------- Nat. Remedies 47 446211 NB ULTRA ACTIVIN 60 Nat. Remedies 48 423411 NB MALIC ACID 120 Nat. Remedies 49 425811 NB MALIC ACID 60 Nat. Remedies 50 079022 NB CHARCOAL CAPS 100 Nat. Remedies 51 420610 NB BREATH RELIEF 50-CT 50 Nat. Remedies 52 420611 GNC BREATH RELIEF 150 Nat. Remedies 53 023111 NB TRIPLE CHLOROPHYLL 100 Nat. Remedies 54 460011 ULTRA COLON KIT 120 Nat. Remedies 55 024011 NAT BR PSYLLIUM SD HUSK CPS 90 Nat. Remedies 56 015812 NAT BR HERBAL LAXATIVE 120 Nat. Remedies 57 092811 NB WHEAT BRAN TABS 1000 MG 100 Nat. Remedies 57 462111 NB COLON GUARD 120 Nat. Remedies 58 007511 NAT BR OAT BRAN 1000MG TBS 90 Nat. Remedies 59 317021 GNC COLON PURE 12 Nat. Remedies 60 317011 GNC COLON PURE 24 Nat. Remedies 61 317031 GNC CITRUS COLON PURE 12 Nat. Remedies 62 317032 NB CITRUS COLON PURE 24 Nat. Remedies 63 129711 GNC CARTICIN SHARK CART 10 Nat. Remedies 64 000211 NB COATED SHARK CARTILAGE 90 Nat. Remedies 65 002411 NB SHARK CARTILAGE 90 Nat. Remedies 66 002421 NB SHARK CARTILAGE 180 Nat. Remedies 67 001211 NB SHARK CARTILAGE POWDER 7 Nat. Remedies 67 440911 NB SHARK LIVER OIL 100 Nat. Remedies 68 007611 HP SHARK CARTILAGE 60 Nat. Remedies 69 428511 NB BOVINE CARTILAGE 90 Nat. Remedies 70 023810 LIVERITE 60 Nat. Remedies 71 433101 PEP HMS COLON CLENZ 60CT 60 Nat. Remedies 72 076828 4 HI SUPER CLEANSE 100 Nat. Remedies 73 076831 4 HI AM/PM ULTIMATE CLEANSE 120 Nat. Remedies 74 076830 4 HI MULTI PLUS 150 Nat. Remedies 75 076832 4 HI REZYME 150 Nat. Remedies 76 076834 4 HI CANDISTROY 120 Nat. Remedies 77 037491 HP COLON CLEANSE SUPER 240 Nat. Remedies 78 461311 HP COLON CARE 60 Nat. Remedies 79 057915 MDP SWISS KRISS TB LAXATIVE 120 Nat. Remedies 80 058611 MDP SWISS KRISS TABS 250 Nat. Remedies 81 365921 NA HERBAL LAX TABS 180 Nat. Remedies 82 365920 NA COLON COND TABS 250 Nat. Remedies 83 365923 NA COLON COND PWDR 14 Nat. Remedies 84 037411 HP COLON CLEANSE 12 Nat. Remedies 85 037511 HP COLON CLEANSE ORNG 12 Nat. Remedies 86 081334 HFS FIPRO FLAX 15 Nat. Remedies 87 891225 BO SHARK CART ENTERIC COATE 100 Nat. Remedies 88 031929 BO FLAX SEED OIL CAPSULE 90 Nat. Remedies 89 030418 PHX-TEGREEN 97 60 Opt Energy 1 276311 OPTIBOLIC X-PHEDRA ENEGEL 90 Opt Energy 2 260611 OPT NO EPH ENERGEL 60 Opt Energy 3 260621 OPT NO EPH ENERGEL 120 Opt Energy 4 262111 OPT ENERGY PAK 30 Opt Energy 5 262611 OPT ENERGIZER 60 Opt Energy 6 262211 OPT GUARANA RUSH 60 Opt Energy 7 410311 OPT SUPER GUARANA 90 Opt Energy 8 262311 OPT EXT STR HERBAL RUSH 60 Opt Energy 9 262321 OPT XTRA STRENGHT HERBAL RUSH 120 Opt Energy 10 260911 OPT VITA RUSH 60 Opt Energy 11 261911 OPT GINSENG RUSH 60 Opt Energy 12 261311 OPT MEN'S ENERGY 60 Opt Energy 13 261411 OPT WOMEN'S ENERGY 60 Opt Energy 14 275111 OPTIBOLIC CIWUJIA 90 Opt Energy 15 274311 OPTIBOLIC CIWUJA/TIMED RELEAS 60 Opt Energy 16 414311 OE GINSENG TOTAL 30 Opt Energy 17 492828 OPTIBOLIC ENERGUM 10
26 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------------ Opt Energy 18 410023 PHAR GINKOBA 72 Opt Energy 19 030419 PHX-BIO GINKGO 27/7 60 Opt Energy 20 053554 AL SUP GINGKO BILOBAPLUS 50 Opt Energy 21 710011 LL GINKGO 1000 60 Opt Energy 22 000627 IRW NAT GINKGO SMART 100 Opt Energy 23 490219 NW GINKGOLD 60MG 100'S-6735 100 Opt Energy 24 532136 BODY LONGEVITY CEREBROGAIN 30 Opt Energy 25 356111 GNC PROGRAM IBF 30 Opt Energy 26 963874 GNN SHARP EDGE 120 Opt Energy 27 777827 AMF GINKO PLUS 60 Opt Energy 28 399515 DW-GINEXIN REMIND 36 Opt Energy 29 063311 HP GINKGO BILOBA FORMULA 30 Opt Energy 30 747611 PP X-S CO Q 10 70 Opt Energy 31 733218 HP COQ10 50MG 60 Opt Energy 32 049290 PHL ENDUROX-EN010036 60 Opt Energy 33 049292 PHL ENDUROX EXCEL 60 Opt Energy 34 049293 PHL ENDUROX-PROHEART 60 Opt Energy 35 963852 HIGH SPIRITS 60 Opt Energy 36 762311 PP TP1 INCREASED ENERGY 210 Opt Energy 37 761211 PP SH TR CIWUJIA 50 Opt Energy 38 786531 HPF SENERGY 120 Opt Energy 39 000637 IN SYSTEM 6 6WAY ENERGY MH 60 Opt Energy 40 000638 IN SYSTEM 6 6-WAY ENERGY 60 Opt Energy 41 433107 PEP-ORIGINAL PEP-30 30 Opt Energy 42 433108 PEP-ORIGINAL PEP-60 60 Opt Energy 43 433110 PEP SUPER PEP 60 Opt Energy 44 433100 PEP ULTRA DIET PEP 60 Opt Energy 45 433057 PEP BRAIN 60SIZE 60 Opt Energy 46 399501 WM HI-ENER-G 30 CPS 30 Opt Energy 47 399538 WM HI-ENER-G BONUS PACK 40 Opt Energy 48 891211 BO SUP GUARANA-1000 MG 30 Opt Energy 49 891221 BO SUP GUARANA-1000MG 90 Opt Energy 50 433106 PEP EXTRA STRENGTH GUARANA 60 Opt Energy 51 411411 UPTIME 30 Opt Energy 52 411421 UPTIME 60 Opt Energy 53 714710 LL MEGA SUPER CHARGE REF 45 Opt Energy 54 714611 LL POWER TIME 60 Opt Energy 55 082511 HFS ROCKET FUEL 1 Opt Energy 56 919021 PLAB VITALER 100 CT 100 Opt Energy 57 041321 ARP-ENERGIA 250 60 Opt Energy 58 395041 HS UP YOUR GAS 30'S TBS 30 Opt Energy 59 392863 HS UP YOUR GAS 60 Opt Energy 60 395022 HS RAZOR CUTS 90 Opt Energy 61 548605 MN SUP PURE ENRGY 60 Opt Energy 62 049294 PHL PROSOL 45 Opt. Diet 1 932511 OPT SYSTEM LF 14 Opt. Diet 2 932611 OPT PYRU-PHEN VP 14 Opt. Diet 3 264811 OPT CHITOSAN 120 Opt. Diet 4 264821 OPT CHITOSAN 500MG 250 Opt. Diet 5 267411 OPT 2 STRGTH CHITOSAN PLUS 120 Opt. Diet 6 041415 OD-BIOTROL 60 Opt. Diet 7 271911 OPT CLA 1000MG 50 Opt. Diet 8 238511 OPT-X-PHEDRA WITH CLA 60 Opt. Diet 9 274211 OPT PYRUVATE 750MG 60 Opt. Diet 10 353911 OPT WATER PILL 50 Opt. Diet 11 353921 OPT WATER PILL 100 Opt. Diet 12 354111 OPT ULTRA WATER PILL 50 Opt. Diet 13 354121 OPT ULTRA WATER PILL 100 Opt. Diet 14 354411 OPT SYNEPHERINE-4 60 Opt. Diet 15 274011 OPT PEPTIDE FM 250MG 90 Opt. Diet 16 354911 OPT NO EPH DIET GEL 60 Opt. Diet 17 354921 OPT NO EPH DIET GEL 120
27 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item# Description Size - ------------------------------------------------------------------------------- Opt. Diet 18 348011 OPT DIETGEL W/SYNEPHERINE 60 Opt. Diet 19 276111 OPT KETO-THERM 90 Opt. Diet 20 354611 OPTIBOLIC CITRIMAX 90 Opt. Diet 21 354711 OPTIBOLIC CITRIMAX PLUS CHROM 90 Opt. Diet 22 275811 OPT OPTIMAX REFORM 60 Opt. Diet 23 263211 OPT THERMOGENIC FORMULA 60 Opt. Diet 24 353811 OPT CHROMIUM PICOLINATE PLUS 90 Opt. Diet 25 353011 OPT BTL W/BETA CAROTENE 14DAY Opt. Diet 26 353021 OPT BOTTLE PAK 30DAY Opt. Diet 27 762925 OPT-MEAL REPLACEMENT-CHOCOLAT 504 Opt. Diet 28 762920 OPT-MEAL REPLACEMENT-VANILLA 504 Opt. Diet 29 267600 OD-DIETERS TEA-NAT LEMON 30 Opt. Diet 30 267610 OD-DIETERS TEA-CINNEMON 30 Pro Perf 1 1 677811 PP CREATINE 120 Pro Perf 1 2 750911 PP CHEW CREAT ORANGE 40 Pro Perf 1 3 750711 PP CHEW CREAT LLIME 40 Pro Perf 1 4 677711 PRO-CREATINE POWDER 4 Pro Perf 1 5 677722 PP CREATINE-8.8 9 Pro Perf 1 6 677732 PP CREATINE-454 454 Pro Perf 1 7 677745 PP CREATINE POWDER 1KG 1000 Pro Perf 1 8 677751 PP CREATINE PLUS 200 200 Pro Perf 1 9 677755 PP CREATINE PLUS 350 350 Pro Perf 1 10 756311 PP GLTMN AKG CREATINE 120 Pro Perf 1 11 756511 PP CLA CREATINE 90 Pro Perf 1 12 653690 PP CREATINE PLUS TRANS 1080 Pro Perf 1 13 653693 PP CREATINE TRANSPORT-GRAPE 1080 Pro Perf 1 14 767311 PP SOLUTINE 16 Pro Perf 1 15 350395 PP CRTN PAKS 6GM 42 Pro Perf 1 16 726111 PP PRO CHROME 100 Pro Perf 1 17 726121 PP PRO CHROME 200 Pro Perf 1 18 728111 PP PRO CHROME II 30 Pro Perf 1 19 728121 PP PRO CHROME II 60 Pro Perf 1 20 679111 PP CUTTING ADVANTAGE 120 Pro Perf 1 21 753911 PP SPECIAL FORCES 60 Pro Perf 1 22 674411 PP DHEA 30 Pro Perf 1 23 760011 PP EPA-DHA 500MG 60 Pro Perf 1 24 763111 PP NAC 600MG 30 Pro Perf 1 25 677911 PP WATER BALANCE 100 Pro Perf 1 26 747011 PP ARGENTINE RAW LIVER 100 Pro Perf 1 27 747021 PP ARGENTINE RAW LIVER 250 Pro Perf 1 28 350392 PP INST EGG PROTEIN VAN 24 Pro Perf 1 29 350393 PP INST EGG PROTEIN CHOC 24 Pro Perf 1 30 350394 PP EGG WHITE SUPREME 24 Pro Perf 1 31 350390 PP BEEF PROTEIN 24 Pro Perf 1 32 350391 PP VEGTABLE PROTEIN 24 Pro Perf 1 33 743612 PP REF CUTTING ADV CHOCOLATE 2 Pro Perf 1 34 743712 PP REF CUTTING ADV VANILLA 2 Pro Perf 2 1 884561 PP PYRUVATE 750MG 60 Pro Perf 2 2 884562 PP PYRUVATE 750MG 120 Pro Perf 2 3 090946 PP CLA 90 Pro Perf 2 4 752811 PP HMB 120 Pro Perf 2 5 765811 PP HMB-240 240 Pro Perf 2 6 765411 PP PRO-RIPPED PLUS 60 Pro Perf 2 7 765911 PP PHOSPHATIDYLSORING 30 Pro Perf 2 8 747811 PP VANADYL SULFATE 150 Pro Perf 2 9 765611 PP VANADYL PLUS 180 Pro Perf 2 10 764411 PP VANADYL-PYRUVATE 120 Pro Perf 2 11 750511 PP GLUCOSAMINE 60 Pro Perf 2 12 762111 PP-KETO-THERM 30 Pro Perf 2 13 747611 PP X-S CO Q 10 70 Pro Perf 2 14 654031 PP-TRANS NEURO 390 390
28 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------------------------- Pro Perf 2 15 762311 PP TP1 INCREASED ENERGY 210 Pro Perf 2 16 760811 PP TP-1 D-RIBOSE 30 Pro Perf 2 17 766311 PP TP-2 EXERCISE ENRGY-DCA 60 Pro Perf 2 18 761311 PP TP2 XPHEDRA W/CLA 60 Pro Perf 2 19 759811 PP TP3 ANTIOXIDANT 50 Pro Perf 2 20 761411 PP TP3 JOINT ANTINFLAM 60 Pro Perf 2 21 765211 PP GLYCOGEN ADVANTAGE 60 Pro Perf 2 22 760911 PP SH TRIBULUS 625 50 Pro Perf 2 23 763311 PP TRIBULIVER PROTECT 45 Pro Perf 2 24 763911 PP-CHRYSIN 60 Pro Perf 2 25 761011 PP SH METAFLEX 50 Pro Perf 2 26 767511 PP-SH-X-PHEDRA 60 Pro Perf 2 27 300000 PP PRO CITRUS 900 Pro Perf 2 28 761911 PP PRO FRUIT PUNCH 900 Pro Perf 2 29 761111 PP WS PROTEIN SUPPORT 454 Pro Perf 2 30 090938 PP PRO RX CHOCOLATE 24 Pro Perf 2 31 090939 PP PRO RX VANILLA 24 Pro Perf 2 32 090902 PP-PRO-RX-STRAWBERRY 24 Pro Perf 3 1 752511 PP AMINO 1000 60 Pro Perf 3 2 752521 PP AMINO 1000 120 Pro Perf 3 3 752611 PP AMINO GOLD 1000 60 Pro Perf 3 4 677211 PP BCAA SOFT GEL 120 Pro Perf 3 5 677221 PP BCAA 250 Pro Perf 3 6 350772 PP PRO AMINO 1850 LQ 16 Pro Perf 3 7 350773 PP 1850 LIQUID 32 Pro Perf 3 8 763211 PP AMINOGEN 90 Pro Perf 3 9 760411 PP L-CARNITINE 500MG 60 Pro Perf 3 10 350752 PP LIQ L CARNITINE 16 Pro Perf 3 11 743211 PP L-GLUTAMINE 90 Pro Perf 3 12 763511 PP-GLUTAMINE PETTIDE 60 Pro Perf 3 13 767111 PP GLUTAMINE POWDER 454 Pro Perf 3 14 750311 PP L-ARGININE 60 Pro Perf 3 15 750411 PP L-ORNITHINE 60 Pro Perf 3 16 760611 PP L-ARGININE & L-ORNITHINE 60 Pro Perf 3 17 761711 PP TYROSINE 1GM 60 Pro Perf 3 18 762011 PP TYROSINE SYNEPHRINE 60 Pro Perf 3 19 726411 PP STEROL COMPLETE REFORM 90 Pro Perf 3 20 350775 PP MCT PLAIN 16 Pro Perf 3 21 658715 PP WHEY PROTEIN-ORIGINAL 24 Pro Perf 3 22 658735 PP WHEY MANDARIN ORANGE 24 Pro Perf 3 23 658737 PP WHEY NO ASP MANDARIN 903 Pro Perf 3 24 658705 PP WHEY CONCENTRATE CHOC 470 Pro Perf 3 25 658710 PP WHEY CONCENTRATE VANILLA 460 Pro Perf 3 26 658100 PRO-TRIPLE WHEY-CHOCOLATE 42 Pro Perf 3 27 658110 PRO-TRIPLE WHEY-VANILLA 425 Pro Perf 3 28 350402 PP EGG & WHEY NATURAL-CHOC 2 Pro Perf 3 29 350401 PP EGG & WHEY NATURAL-VAN 2 Pro Perf 3 30 350405 PP WHEY & SOY NATURAL-CHOC 2 Pro Perf 3 31 350406 PP WHEY & SOY NATURAL-VAN 2 Pro Perf 3 32 350412 PP EGG & SOY CHOCOLATE 2 Pro Perf 3 33 350413 PP EGG & SOY VANILLA 2 Pro Perf 3 34 748931 PP ADV PROT PWDR CHOC 16 Pro Perf 3 35 747131 PP ADV PROT PWD VANILLA 16 Pro Perf 3 36 747141 PP ADV PROT BANANA 1 Pro Perf 3 37 932811 PP TP BODY BUILDING KIT 1 Pro Perf 4 1 659411 PP 1850 CHOCOLATE 4 Pro Perf 4 2 659311 PP 1850 VANILLA 4 Pro Perf 4 3 659430 PP 1850 CHOC CHOC CHIP 4 Pro Perf 4 4 659722 PP 1850 STRW/BANANA 4 Pro Perf 4 5 659711 PP 1850 WT GN BANANA SPLIT 4 Pro Perf 4 6 090936 PP PHOSPHAMASS CHOC 3
29 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------------------------- Pro Perf 4 7 090937 PP PHOSPHAMASS VAN 3 Pro Perf 4 8 350716 PP PRO STUFF CHOC 3 Pro Perf 4 9 659319 PP 1850 TRIAL VANILLA 1 Pro Perf 4 10 659419 PP 1850 TRIAL CHOCOLATE 1 Pro Perf 4 11 658221 PP 2200 CHOC TRIAL 1 Pro Perf 4 12 658522 PP 2200 CREAM TRAIL 1 Pro Perf 4 13 658549 PP 2200 TR BLK CHERRY 1 Pro Perf 4 14 658211 PP 2200 GOLD CHOC 6 Pro Perf 4 15 658511 PP 2200 GOLD VAN 6 Pro Perf 4 16 659421 PP 1850 CHOCOLATE 8 Pro Perf 4 17 659321 PP 1850 VANILLA 8 Pro Perf 4 18 659742 PP 1850 CHOC/CHOC CHIP 8 Pro Perf 4 19 659521 PP 1850 WILD BERRY 8 Soy 1 420211 NB SOY ISOFLAVONES 90 Soy 2 434711 NB SOY PREVENTATIVE 60 Soy 3 710811 NB-ISOFLAVUNES 90 Soy 4 709611 NB GENISTEIN PLUS 60 Soy 5 433511 NB SOYACARE PMS 60 Soy 6 419111 NB SOY ISOFLAVONE/CRANBRY 60 Soy 7 285111 WMNS MONTHLY PHYTOESTROGEN 120 Soy 8 243711 WNS HERBAL BALANCE W/SOY 30 Soy 9 435311 NB PROSTASOY 60 Soy 10 435211 NB CARDIASOY 60 Soy 11 049753 NB SOY PROTEIN VANILLA 16 Soy 12 049752 NB SOY PROTEIN CHOCOLATE 16 Soy 13 049754 NB SOY PROTEIN W/CRANBERRY 16 Soy 14 365950 NAT SOLNS SOY MILK VANILLA 32 Soy 15 365951 NAT SOLNS SOY MILK CHOCOLATE 32 Soy 16 049751 NB SOY PROTEIN BAKING MIX 16 Soy 17 653950 CHAL SOY SOLUTION 16 Soy 18 653955 CHAL SOY SOLU CHOC 566 Soy 19 653945 WMS SPORT SOY POWDER 520 Soy 20 762315 WNS SOY ISOFLAV SOURCE 16 Soy 21 081555 HFS SOY ESSENTIALS 5200 60 Soy 22 777826 AMF SOY MAX 60 Soy 23 966413 MLO GENISOY NATURAL PROTEIN 18 Soy 24 966406 MLO GENISOY VANILLA SHAKE 25 Soy 25 966407 MLO GENISOY CHOCOLATE SHAKE 25 Soy 26 076429 NXT SOY N WHEY VANILLA 1 Soy 27 497065 SCH WOMENS SOY PROTEIN 16 Sports Bars/Drinks 1 1 076872 SPH PROMAX DBL FDG BRW BAR 75 Sports Bars/Drinks 1 2 076869 SPH PROMX CHOC PNT CRN BAR IN 75 Sports Bars/Drinks 1 3 076875 SP PROMAX BAR RASP TRUFFL 75 Sports Bars/Drinks 1 4 076877 SP PRO MAX BAR APPLE PIE 75 Sports Bars/Drinks 1 5 076878 SFI PRO MAX BAR MOCHA 75 Sports Bars/Drinks 1 6 709239 SFI WHITE LIGHT BAR PNT 3 Sports Bars/Drinks 1 7 709238 SFI WHITE LIGHT BAR STRAW 3 Sports Bars/Drinks 1 8 709240 SFI WHITE LIGHT BAR CHOC 3 Sports Bars/Drinks 1 9 201194 MLO PROTEIN 21 CHOC CHOCBR 3 Sports Bars/Drinks 1 10 201193 MLO PROTEIN 21M PNTBTR CHOC 3 Sports Bars/Drinks 1 11 653705 PP CREATINE TRANSPORT 43 Sports Bars/Drinks 1 12 653680 PP CTRN TRANS GRAPE 43 Sports Bars/Drinks 1 13 654045 PP-TRANSNEURO-LEMONLIME 13 Sports Bars/Drinks 1 14 653660 PP PRO-PROTEIN-CHOCOLATE 43 Sports Bars/Drinks 1 15 653670 PP PRO-PROTEIN 43 Sports Bars/Drinks 1 16 289211 ABB CHOC PROTEIN SHAKE 12OZ 12 Sports Bars/Drinks 1 17 289210 ABB SUPER SHAKE VANILLA 12 Sports Bars/Drinks 1 18 289209 ABB SUPER SHAKE STRAWBRY 12 Sports Bars/Drinks 1 19 289245 ABB RIPPED FRTPNCH 18 Sports Bars/Drinks 1 20 289244 ABB RIPPED ORANGE 18 Sports Bars/Drinks 1 21 289259 ABB RIPPED FORCE GRAPE 18
30 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ----------------------------------------------------------------------------------------- Sports Bars/Drinks 1 22 289236 ABB CUT FORCE PINK GRPFRT 18 Sports Bars/Drinks 1 23 289316 ABB 18OZ CARB ORANGE 18 Sports Bars/Drinks 1 24 289313 ABB 18OZ CARB GRAPE 18 Sports Bars/Drinks 1 25 289318 ABB 18OZ CARB WATERMELON 18 Sports Bars/Drinks 1 26 289314 ABB 18OZ CARB LEM/LIME 18 Sports Bars/Drinks 1 27 289312 ABB 18OZ CARB FRUIT PUN 18 Sports Bars/Drinks 2 1 051024 MET-RX PEANUT BUTTER BAR 4 Sports Bars/Drinks 2 2 051023 MET-RX FDG BRWN NUTR BAR-BC31 4 Sports Bars/Drinks 2 3 051037 MET-RX CHOC GRAHAM CRAKER BAR 353 Sports Bars/Drinks 2 4 051019 MET-RX JAVA CHIP FOOD BAR 4 Sports Bars/Drinks 2 5 051022 MET-RX EXT VAN NUTR BAR-BV312 4 Sports Bars/Drinks 2 6 051025 MET-RX CHOCOLATE CHIP BAR 4 Sports Bars/Drinks 2 7 090973 EAS MYOPLEX BAR CHOC PNTBTR 3 Sports Bars/Drinks 2 8 090974 EAS MYOPLEX BAR-CHOC 3 Sports Bars/Drinks 2 9 094400 WWS PURE PROTEIN PNT BTR 78 Sports Bars/Drinks 2 10 094401 WWS PURE PROTEIN CHOC BAR 78 Sports Bars/Drinks 2 11 355021 IN RACEDAY PKT LEM LIME 1 Sports Bars/Drinks 2 12 355017 IN PROENHANCER BOT LEMLIM 4 Sports Bars/Drinks 2 13 355028 IN PROHYDRATOR BOT UNFLAV 16 Sports Bars/Drinks 2 14 355024 IN PROHYDRATOR BOT ORANGE 16 Sports Bars/Drinks 2 15 355026 IN PROHYDRATOR BOT BERRY 16 Sports Bars/Drinks 2 16 052524 PR SOLUTION TAHITIAN PNCH 28 Sports Bars/Drinks 2 17 052525 PR SOLUTION LEMON LIME 28 Sports Bars/Drinks 2 18 613412 CN CYTOMAX TRP FRT 2 Sports Bars/Drinks 2 19 614127 CN CYTOMAX ORANGE 2 Sports Bars/Drinks 2 20 289250 ABB XXL TROPICAL PUNCH 24 Sports Bars/Drinks 2 21 289240 ABB BLUE THUNDER REFORM 22 Sports Bars/Drinks 2 22 289247 ABB HIGH VOLTAGE PASSION PNCH 22 Sports Bars/Drinks 2 23 289222 ABB BULK TRPPNCH 22 Sports Bars/Drinks 2 24 289252 ABB KICK SOME MASS PUNCH 5547 22 Sports Bars/Drinks 2 25 289251 ABB KICK SOME MASS ORANG 5547 22 Sports Bars/Drinks 2 26 289246 ABB CRITMASS SUNSHINE P. 18 Sports Bars/Drinks 2 27 289243 ABB CRITICAL MASS 18 Sports Bars/Drinks 2 28 289249 ABB INFERNO FRT PNCH 18 Sports Bars/Drinks 2 29 709235 SFI AVALANCHE FRUIT PUNCH 22 Sports Bars/Drinks 2 30 709234 SFI AVALANCHE LEMONLIME 22 Sports Bars/Drinks 2 31 709236 SFI WHITE LIGHTNING GRAPE 22 Sports Bars/Drinks 2 32 709223 SFI WHITE LIGHTNING FRT PUNCH 22 Sports Bars/Drinks 2 33 289271 ABB PURE PRO WILD BERRY 22 Sports Bars/Drinks 2 33 289272 ABB PURE PRO WILD BERRY 22
31 RETAIL AGREEMENT EXHIBIT C-1 OPENING ORDER QUANTITY FOR GNC PLAN-O-GRAMS Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - ------------------------------------------------------------------------------------------------------------------------------- 1 000111 TL MEGA CARNITINE LQ-52 12 2 2 000211 NB COATED SHARK CARTILAGE 90 4 3 000412 GNC B-1 100MG TABS 100 2 4 000511 GNC BREWERS YEAST TBS 500 2 5 000551 GNC BREWERS YEAST TBS 250 4 6 000607 ML LITTLE ANGELS CHEWABLE TBS 60 2 7 000608 ML LITTLE ANGELS 4 2 8 000610 ML MINERAL RICH 32 4 9 000616 IRW NAT SYSTEM SIX-MEN 60 2 10 000618 IRW NAT SYSTEM SIX 60 2 11 000619 IRW NAT SYSTEM SIX 120 2 12 000627 IRW NAT GINKGO SMART 100 2 13 000628 IRW NAT SUPER YOHIMBE 90 2 14 000635 IRW NAT PHEN-SAFE 90 2 15 000636 IRW YOHIMBE PLUS 30 30 2 16 000637 IN SYSTEM 6 6WAY ENERGY MH 60 2 17 000638 IN SYSTEM 6 6WAY ENERGY 60 2 18 000811 NAT BR GREEN EARTH FOOD 180 4 19 001111 GNC GTF CHROMIUM 200 MCG 90 6 20 001211 NB SHARK CARTILAGE POWDER 7 4 21 001411 NAT BR GREEN TEA EXTRACT 100 4 22 002010 TL OCCUGARD PLUS 421 60 2 23 002017 TL OMEGA-3 FISH OIL SFTGL-340 50 2 24 002018 TL OMEGA 3 EMULSIFIED LQ-336 12 2 25 002019 TL COD LIVER OIL EMUL SFT-335 100 2 26 002021 TL LIQUID E-295 12 6 27 002022 TL SUPER E COMPLEX SFTGL-296 50 2 28 002028 TL PANTOTHENIC ACID 500MG-205 100 2 29 002029 TL NIACIN (B3) 100MG CAPS-195 100 2 30 002032 TL MAXILIFE COQ10 FORMULA-903 60 2 31 002411 NB SHARK CARTILAGE 90 6 32 002421 NB SHARK CARTILAGE 180 6 33 002811 TL BIOTIN 600MCG CAPS-182 100 2 34 003111 NAT BR HERBAL DIURETIC TBS 100 4 35 003411 NB ROYAL JELLY 500MG 90 2 36 003921 NAT BR KELP TABS 500 4 37 004022 AVR CREATINE NATURES MUSCL. EACH 2 38 004211 GNC A 10,000 USP 100 22 39 004221 GNC A 10,000 USP 250 2 40 004311 NAT BR ENZYME DIGESTANT TABS 100 4 41 004711 GNC SELENIUM 100MCG 100 6 42 005122 GNC NIACINAMIDE 250 4 43 005211 NAT BR ALFALFA TABS 500 4 44 005311 NAT BR GARLIC-PARSLEY TBS 250 4 45 005411 GNC A & D 100 2 46 005625 GNC LECITHIN SOY GRANULES 16 8 47 005711 GNC SELENIUM 50 MCG 100 4 48 005811 NB TRIPLE ALFALFA 100 4 49 007511 NAT BR OAT BRAN 1000MG TBS 90 4 50 007611 HP SHARK CARTILAGE 60 4 51 008102 APPLE CIDER VINEGAR MIRACLE 1 2 52 008109 ANTI FAT NUTRIENTS 3RD EDITIO 1 2 53 008138 RITALIN FREE KIDS 1 2 54 008145 NATURAL PROZAC 1 2 55 008167 FIBROMYALGIA A COMPREHENSIVE 1 2 56 008168 ESTROGEN ALTERNATIVE 1 2 57 008205 EARL MINDELL'S HERB BIBLE 1 4 58 008206 EARL MINDELL'S VITAMIN BIBLE 1 4 59 008207 HEALTH HANDBOOK LARGE EDITION 1 2 60 008210 LITTLE HERB ENCYCLOPEDIA 3RD 1 2 61 008211 GNC COD LIVER OIL CAPS 100 4 62 008212 PRESCRIPTION FOR NUTR HEALING 1 6
1 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - ---------------------------------------------------------------------- 63 008214 HEALING POWER OF HERB'S REV 1 2 64 008215 HERBALLY YOURS 1 2 65 008219 HOW TO HERB BOOK LETS REMEDY 1 2 66 008821 GNC COD LIVER OIL CAPS 500 4 67 008222 JUICEMANS POWER OF JUICING 1 2 68 008223 LEFT FOR DEAD HERBS FOR HEART 1 2 69 008226 MENOPAUSAL YRS THE WISE WOMEN 1 2 70 008230 YEAST CONNECTION HANDBOOK 1 2 71 008234 EVERYBODYS GD TO HOMEOPATHIC 1 2 72 008235 YEAST CONNECTION COOKBOOK 1 2 73 008239 HORMONE REPLACEMENT THERAPY 1 2 74 008242 WHAT YOUR DR. MAY NOT TELL YO 1 2 75 008243 VITAMIN HERB GUIDE NATURAL 1 2 76 008247 TODAY'S HERBAL HEALTH REV 4TH 1 2 77 008248 NATURAL TREATMENT FOR ADD & H 1 2 78 008251 TISSUE CLEANSING THROUGH BOWE 1 2 79 008252 TODAY'S HERBAL HEALTH FOR WOM 1 2 80 008255 BODY BLDG A REALISTIC APPROAC 1 2 81 008260 DEPRESSION & NATURAL MEDICINE 1 2 82 008262 DR. ATKINS NEW DIET REV POCKE 1 6 83 008265 DR. WHITAKERS GUIDE PAPERBACK 1 2 84 008266 ENCYC OF NUTRIL SUPPLEMENTS 1 2 85 008273 FIT FOR LIFE FOOD COMBINING 1 2 86 008274 40-30-30 FATBURNING 1 2 87 008275 NUTRITION ALMANAC 1 2 88 008284 THE HOMOCYSTINE REVOLUTION 1 2 89 008294 FRESH VEG & FRUIT JUICE HG 1 2 90 008301 CLEANSING MADE SIMPLE 1 2 91 008302 HERBS FOR HEALTH BOOK 1 2 92 008303 HERBAL DEFENSE 1 2 93 008304 THE ADD AND ADHD DIET BOOK 1 2 94 008324 MIRACLE OF GARLIC 1 2 95 008329 ARTHRITIS CURE PAPERBACK 1 2 96 008330 NATURAL HORMONE REPLACEMENT 1 2 97 008334 EARL MINDELL SUPPLMENT BIBLE 1 2 98 009411 GNC COD LIVER OIL FORTIFIED 90 4 99 009811 GNC CHROMIUM PICOLINATE GNC 90 6 100 009821 GNC CHROMIUM PICOLINATE 180 6 101 010411 GNC LYSINE 1000 MG 90 6 102 010611 GNC L-GLUTATHIONE 50 4 103 010711 GNC L-LYSINE 500 MG 100 46 104 010731 GNC L-LYSINE 500 MG 250 6 105 011111 GNC L-GLUTAMINE 500 MG 50 4 106 011211 GNC COD LIVER OIL TRIPLE 90 4 107 011411 GNC LYSINE 700MG FASTACTING 90 6 108 011611 GNC L-PHENYLALANINE 500 MG 30 4 109 012312 GNC INOSITOL TABS 500 MG 100 4 110 012711 GNC CHOLINE 250MG 100 4 111 013121 GNC B-100 COMPLEX 250 4 112 013123 GNC B-100 COMPLEX 100 6 113 013712 GNC WOMENS IRON COMP 30MG 60 4 114 013811 GNC RUTIN TABS 500 MG 90 2 115 013911 GNC WOM IRON SUPPORT 30MG 60 4 116 014311 TL ANIMAL FRIENDS CHEW-495 50 2 117 014911 GNC TR IRON 18MG 100 4 118 015812 NAT BR HERBAL LAXATIVE 120 4 119 016923 GNC B-12 TR 1000MCG 90 6 120 017413 GNC C 500MG TR 90 6 121 017553 GNC C 1000MG TR 90 12 122 017573 GNC C 1000MG TR 180 8 123 017581 GNC TR VITAMIN C 1000MG 360 6 124 017623 GNC C 1500MG TR 90 4
2 Retail Agreement: GNC-Rite AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - ---------------------------------------------------------------------- 125 017643 GNC C 1500MG TR 180 4 126 017913 GNC B-50 BAL B COMP 100 6 127 017923 GNC B-50 BAL COMP PM 250 4 128 018011 GNC ESSENTIAL B 100 4 129 018211 GNC C 2000MG TR 90 4 130 018911 GNC B-50 COMPLEX WH RICE BAL 100 4 131 018921 WHOLE RICE BIG 50 TABS 180 4 132 019611 GNC C 500MG TRCAPS 90 6 133 019911 GNC B-COMPLEX W/C 60 4 134 019921 GNC B-COMPLEX W/C 120 4 135 020012 GNC NIACIN 100 MG TABS 100 6 136 020411 GNC B-COMPLEX W/C PLUS HERBS 60 4 137 020511 NAT BR ACIDOPHILUS CAPS POTEN 100 4 138 020615 NAT BR ACIDOPHILUS PLUS DATED 100 4 139 020625 NAT BR ACIDOPHILUS PLUS DATED 250 4 140 021111 GNCCHROM PIC/ZINC 800MG 60 6 141 021211 GNC MEGA CHROM PIC 400MCG 90 6 142 021311 NAT BR ACIDOPHILUS MEGA 90 6 143 023111 NB TRIPLE CHLOROPHYLL 100 4 144 023807 SS METABOLICS PLUS PANCREATIC 60 6 145 023808 SS LIPOLYTICS PLUS VASCULAR 60 6 146 023809 SS THERMOGENICS PLUS 60 12 147 023810 LIVERITE 60 2 148 023860 NOVOGEN PROMENSIL 30 5 149 023911 TL L-ARG/ORN 750MG-13 50 2 150 023921 TL L-ARG/ORN 750MG-14 100 2 151 023951 AFF KOREAN GINSENG RYL JLY 1 2 152 024011 NAT BR PSYLLIUM SD HUSK CPS 90 4 153 028011 GNC ORNITHINE 500 MG 60 2 154 028411 TL B-12 DOTS-174 100 4 155 029011 GNC ARGININE 500 MG 90 2 156 029111 TL B-100 CAPS-179 100 2 157 029121 TL B-100 CAPS-178 50 2 158 030111 CHAL L-ARGININE 50 2 159 030211 GNC L-CARNITINE 30 6 160 030221 GNC L-CARNITINE 250 MG 60 6 161 030311 GNC MULTI AMINO 60 4 162 030417 PHX-CHOLESTIN 120 2 163 030418 PHX-TEGREEN 97 60 2 164 030419 PHX-BIO GINKGO 27/7 60 2 165 030711 NAT BR COATED TRIPLE GARLIC 100 12 166 030721 NAT BR COATED TRIPLE GARLIC 200 12 167 030811 GNC L-TYROSINE 500MG 50 4 168 030998 CT XENADRINE REA-1 120 12 169 031011 GNC L-CYSTEINE 500 MG 30 2 170 031211 GNC DL-PHENYLALANINE 400MG DP 50 4 171 031311 NAT BR GARLIC TRIPLE TBS 100 12 172 031321 BN TRIPLE GARLIC 200 200 12 173 031929 BO FLAX SEED OIL CAPSULE 90 2 174 033011 TWIN PANTO ACID 250MG 0446 100 2 175 034311 TL C-500 CAPS-238 100 2 176 034411 TL C-1000 CAPS-240 100 2 177 034611 TL E-400 CAPS DRY-291 50 2 178 034621 TL E-400 CAPS DRY-292 100 2 179 034632 TL DRY E 200IU 290 100 2 180 034911 TL INFANT CARE-503 2 2 181 036621 NAT BR GARLIC ODORLESS 200 6 182 036711 NAT BR GARLIC POTENT 1500MG 100 4 183 036811 NAT BR GARLIC SUPER CAPS 100 4 184 037411 HP COLON CLEANSE 12 2 185 037491 HP COLON CLEANSE SUPER 240 2 186 037511 HP COLON CLEANSE ORNG 12 2
3 GNC-RITE AID OPENING ORDER Retail Agreement: 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - ------------------------------------------------------------------------------- 187 037611 GNC L-CARNITINE 500MG 30 6 188 037621 GNC L-CARNITINE 500MG 60 6 189 038111 GNC IRONCHEL 90 2 190 039511 TL ALLERDOPHILUS CAPS-368 50 2 191 039611 TL SUPER ENZYME CAPS-384 50 2 192 040011 TL COQ10 CAPS-576 100 2 193 040021 TL COQ10 CAPS-575 50 2 194 041206 MEN PROSTAFORM W/CERNITIN 60 2 195 041208 ARP CHROMA SLIM PYRUVATE 60 2 196 041210 ARP CHROMA SLIM PLUS-RL20400 60 2 197 041211 ARP CHROMA SLIM PLUS-RL20412 120 2 198 041216 ARP CHROMA SLIM-MEN 60 2 199 041217 ARP CHROMA SLIM-MEN 120 2 200 041224 ARP ULTRA CITRA LEAN 60 2 201 041249 ARP PROLEVE 30 2 202 041255 ARP REF NUTRAKIDS 60 2 203 041261 ARP ULTRA CHROMA SLIM 60 2 204 041271 ARP CHROMA SLIM 28-DAY KIT 28 2 205 041321 ARP-ENERGIA 250 60 2 206 041380 ARP CHROMA SLIM BIOZAN-C 60 2 207 041400 ARP-ULTRA C.S. PYRUVATE MEN 90 2 208 041420 ARP-ULTRA CHROMA W/BIOTROL 90 2 209 041415 OD-BIOTROL 60 4 210 041430 ARP-CHROMA SLIM CLA-4000 60 2 211 041440 ARP-ULTRA C.S. THERMOGENIC 90 2 212 041450 ARP CERNATIN PLUS 40 2 213 042011 GNC L-GLUTAMINE 1000MG 50 4 214 042211 GNC CHROM PIC SG 90 4 215 042311 TL HAIR FACTORS TABLETS-898 50 2 216 042811 TL MAXILIFE CAPS-901 100 2 217 044211 GNC ACETYL L-CARNITINE 30 4 218 044411 GNC SELENIUM 200MCG 100 6 219 044421 GNC 200MCG SELENIUM 200 4 220 044711 TL CARBO-FUEL (IMPROVED)-758 22 2 221 044721 TL CARBO-FUEL (IMPROVED)-759 43 2 222 044911 TL CHROMIC FUEL PICOL-760 100 2 223 044912 TL MEGA CHROMIC FUEL-150 50 2 224 044921 TL CHROMIC FUEL PICOL-761 200 2 225 045111 NB TRIPLE GARLIC PLUS 60 4 226 045121 NP TRIPLE GARLIC PLUS 120 4 227 045411 GNC TR CHROM PIC 90 4 228 045711 GNC L-TAURINE 500MG 50 2 229 047211 GNC CHROMIUM PIC 30 6 230 048111 GNC CH CHEW C 60 2 231 049290 PHL ENDUROX-EN010036 60 2 232 049292 PHL ENDUROX EXCEL 60 2 233 049293 PHL ENDUROX-PROHEART 60 2 234 049294 PHL PROSOL 45 2 235 049421 GNC VIT C PWD 2000MG 8 4 236 049431 GNC VIT C PWD 2000MG 16 4 237 049441 GNC BUFFERED C CRYSTALS 8 4 238 049511 GNC PREVENTRON 120 4 239 049521 GNC PREVENTRON 240 2 240 049611 GNC ULTRA MEGA 60 4 241 049621 GNC ULTRA MEGA 90 4 242 049631 GNC ULTRA MEGA 180 2 243 049711 GNC INOSITOL POWDER 480111 2 4 244 049721 GNC INOSITOL POWDER 480121 4 4 245 049731 GNC INOSITOL POWDER 8 4 246 049741 GNC INOSITOL POWDER 16 4 247 049750 NB GREEN EARTH FOOD POWERS 16 4 248 049751 NB SOY PROTEIN BAKING MIX 16 4
4 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1 Suggested Record Item# Description Size Order - ------------------------------------------------------------------- 249 049752 NB SOY PROTEIN CHOCOLATE 16 4 250 049753 NB SOY PROTEIN VANILLA 16 6 251 049754 NB SOY PROTEIN W/CRANBERRY 16 4 252 049911 GNC UM II 90 6 253 049921 GNC UM II 180 4 254 050311 GNC PREMIUM IMPORTED YEAST 16 2 255 050511 GNC BREW YEAST PWD/ASP 18 2 256 050611 GNC B-COMPLEX 50MG SG 90 4 257 050711 GNC B-125 COMPLEX 60 4 258 050811 GNC B-50 COMPLEX T.R. 100 6 259 050821 GNC B-50 COMPLEX T.R. 250 4 260 050911 GNC B-12 SUBLING 1000MG 30 6 261 050921 GNC NO EPH QUIK SHOT B-12 60 6 262 051019 MET-RX JAVA CHIP FOOD BAR 4 24 263 051022 MET-RX EXT VAN NUTR BAR-BV312 4 24 264 051023 MET-RX FDG BRWN NUTR BAR-BC31 4 24 265 051024 MET-RX PEANUT BUTTER BAR 4 24 266 051025 MET-RX CHOCOLATE CHIP BAR 4 24 267 051037 MET-RX CHOC GRAHAM CRAKER BAR 353 24 268 051311 GNC B-150 COMPLEX 100 4 269 051611 GNC BREWERS YEAST PWD 20 2 270 051711 CH CAL CHEWABLE 60 2 271 052011 TEENS CAL CHEWABLE 60 2 272 052211 GNC IMPORTED YEAST W/FIBER 1 2 273 052524 PR SOLUTION TAHITIAN PNCH 28 24 274 052525 PR SOLUTION LEMON LIME 28 24 275 052711 TL COD LVR OIL EMUL MINT-333 12 4 276 052812 GNC COD LIVER OIL 8 4 277 052822 GNC COD LIVER OIL 16 4 278 053508 AL WOMENS YOHIMBE 30 2 279 053509 AL CHROMA BURN 60 2 280 053521 AL MADE FOR MEN 30 2 281 053531 AL MADE FOR MEN 60 2 282 053533 AL ACTION FOR MEN LQ 4 2 283 053534 AL YOHIMBE PWR MAX 30 2 284 053535 AL YOHIMBE PWR MAX 60 2 285 053537 AL FAT BURNER 120 2 286 053538 AL ACTION FOR MEN 60 2 287 053539 AL SUPER FAT BURNER &BROMELAI 60 2 288 053540 AL GINSENG POWER MAX 50 2 289 053542 AL GINSENG POWER MAX-333-00 100 2 290 053544 AL YOHIMBE PWR MAX 2000MG 50 2 291 053545 AL YOHIMBE POWER 2000 MG 100 2 292 053549 AL AVENA SATIVA 50 2 293 053550 AL ESSENTIAL NUTRIENTS 60 2 294 053554 AL SUP GINGKO BILOBAPLUS 50 2 295 053555 AL SUP SAW PALMETTO PLUS 50 2 296 053557 AL SUPER FAT BURNER THERMO 40 2 297 053558 AL SUPER FAT BURNER LIPO 40 2 298 053559 AL SUPER FIT BURNER 60 2 299 053560 AL SUPER FIT BURNERS 120 2 300 053564 AL YOHIMBIZED LIQUID EXTRACT 2 2 301 053565 AL YOHIMBIZED 50 2 302 053566 AL YOHIMBE POWER MAX AMPULES 10 2 303 053567 AL GINSENG POWER MAX AMPULES 10 2 304 053576 AL TONA LEAN 60 2 305 053577 AL TRIBEST ACTION 60 2 306 053578 AL ULTRA FAT BURNER 60 2 307 055411 TL COD LVR OIL EMUL ORNG-334 12 2 308 056211 NAT BR GARLIC-PARSLEY CAPS 100 4 309 057311 GNC AM/PM ULTRA MEGA 75 2 310 057915 MDP SWISS KRISS TB LAXATIVE 120 2
5 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - ------------------------------------------------------------------------------------ 311 058611 MDP SWISS KRISS TABS 250 2 312 058701 SD OSTEO BI FLEX 90 4 313 059711 GNC WOM ULTRA MEGA 90 24 314 059721 GNC WOM ULTRA MEGA 180 12 315 060411 GNC MEGA MEN 100 24 316 060421 GNC MEGA MEN 200 12 317 060511 WMS UM NO IRON 90 12 318 060521 WMS UM NO IRON 180 6 319 062011 HP SAW PALMETTO FORMULA 60 2 320 062021 GNC MENS ULTRA SAW PALMETTO 60 6 321 062031 MENS ULTRA SAW PALMETTO 120 4 322 063211 HP GLUCOSAMINE SULFATE FORMUL 60 2 323 063311 HP GINKGO BILOBA FORMULA 30 2 324 063811 GNC VEGETARIAN D 400IU 100 2 325 064311 GNC NAT E 100IU MIXED 100 4 326 065111 GNC VEG A&D 100 2 327 065511 GNC NATURAL DRY E 200 IU 100 4 328 066011 GNC A & D SUPER DRY 100 2 329 067211 GNC NATURAL E/SELENIUM 90 4 330 069111 GNC ALOE VERA CAPSULES 5000 M 100 6 331 071911 HP ANTIOXIDANT 60 2 332 073611 FB HAIR SKIN NAILS 75 2 333 073621 FB HAIR SKIN NAILS 135 2 334 074325 FB COLON GREEN CAPS 150 2 335 074240 FB COLON GREEN POWDER 10 2 336 076429 NXT SOY N WHEY VANILLA 1 2 337 076557 SLRY CRAN ACTIN-840 60 2 338 076828 4 HI SUPER CLEANSE 100 2 339 076830 4 HI MULTI PLUS 150 2 340 076831 4 HI AM/PM ULTIMATE CLEANSE 120 2 341 076832 4 HI REZYME 150 2 342 076834 4 HI CANDISTROY 120 2 343 076869 SPH PROMX CHOC PNT CRN BAR IN 75 24 344 076872 SPH PROMAX DBL FDG BRW BAR 75 24 345 076875 SP PROMAX BAR RASP TRUFFL 75 24 346 076877 SP PRO MAX BAR APPLE PIE 75 24 347 076878 SFI PRO MAX BAR MOCHA 75 24 348 077111 GNC NAT. ULTRA E 400IU 90 4 349 077211 GNC NAT. ULTRA E 1000 IU 90 4 350 077311 GNC NAT E 600IU MIXED 60 4 351 077411 GNC NATURAL E 600IU 60 4 352 077511 GNC TOCOTRIENOL COMPLEX 30 4 353 077711 GNC NATURAL E 400IU 90 12 354 077721 GNC NATURAL E 400 IU 180 6 355 077731 GNC NATURAL E 400IU 360 6 356 077811 GNC NAT E 400IU MIXED 90 12 357 077821 GNC NAT E 400IU MIXED 180 8 358 077831 GNC NAT E 400IU MIXED 360 6 359 077911 GNC NATURAL E/SELENIUM 90 6 360 078021 PO ROYAL JELLY 500MG 30 2 361 078111 PO ROYAL JELLY LQ 11 2 362 078511 PO ROYAL JELLY LQ 14000IU 11 2 363 078711 GNC WOM CAL SUPPORT 90 2 364 078911 GNC OPTIMIZED LECITHIN 100 24 365 078921 GNC OPTIMIZED LECITHIN 500 2 366 079022 NB CHARCOAL CAPS 100 4 367 079121 NAT BR BEE POLLEN GRANULES 10 4 368 079511 GNC NAT E 200IU MIXED 100 6 369 079911 GNC OPTIMIZED LECITHIN 500 MG 100 2 370 080711 GNC TR ESTER C 500MG 90 6 371 081301 NB FLAX SEEDS 15 4 372 081334 HFS FIPRO FLAX 15 2
6 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - ---------------------------------------------------------------------- 373 081360 NB BORAGE OIL 2 4 374 081361 NB EVENING PRIMROSE OIL 2 4 375 081362 NB FLAX SEED OIL 8 4 376 081555 HFS SOY ESSENTIALS 5200 60 2 377 081811 NAT BR BEE POLLEN 500MG TBS 100 4 378 081821 NAT BR BEE POLLEN 500MG TBS 250 4 379 081925 HFS BEE POLLEN FROM ENGLAND 90 2 380 082111 GNC TR ESTER C 1000MG 90 6 381 082511 HFS ROCKET FUEL 1 2 382 083111 GNC VIT C/BIOFLAVONOIDS 90 6 383 085311 GNC GLUCOSAMINE SULFATE 30 18 384 085321 GNC GLUCOSAMINE 90 6 385 085811 NAT BR MILK DIGESTANT TBS 250 4 386 086011 NAT BR APPLE PECTIN 100 4 387 086211 GNC BETA CAROTENE 6MG CAPS 100 2 388 086811 GNC NATURAL E 1000IU 30 4 389 086821 GNC NATURAL E 1000IU 60 6 390 086832 GNC NATURAL E 1000IU 120 6 391 086915 GNC SYNTHITIC E LIQUID 2 6 392 086917 GNC NATURAL E LIQUID 200 2 8 393 087611 GNC BUFF CHEWC 500MG 60 4 394 087911 GNC 1G C NO CITRUS 90 4 395 088211 NAT BR BEE POLLEN 1000MG 90 4 396 088411 KAL HAIR FORCE 60 2 397 088511 KYOL RESERVE 60 CPS 200-41 60 2 398 088512 NB ULTRA ACIDOLPHILUS 90 4 399 088611 KYOL GARLIC CPS-10141 100 2 400 088621 KYOL GARLIC CPS-10142 200 2 401 088821 KYOL YST-FREE GARLIC-10032 200 2 402 089141 KYOL KO-GREEN-700-55 3 2 403 089151 KYOL LIQ EXTRACT 100-20 2 2 404 089311 KYOL YST-FR GARLIC CPS-100-41 100 2 405 089321 KYOL YST-FR GRLC CP-100-42 200 2 406 089511 KYO DOPHILUS 90 CP-600-49 90 4 407 089521 NB CHEW ACIDPHL JUNIOR GRAPE 120 4 408 089531 NB ACIDOPHILUS W/OUT FOS 60 4 409 089541 CH ACIDOPHILUS CHEWABLE G 60 2 410 089811 GNC NAT E 1000 IU MIXED 30 6 411 089821 GNC NAT E 1000 IU MIXED 60 6 412 090011 GNC WHEAT GERM OIL CAPS 100 2 413 090839 ENZ THRPY REMIFEMIN 120 5 414 090841 ENZ GARLINASE 4000 30 2 415 090873 ENZ CELL FORTE' W/IP-6 120 2 416 090902 PP-PRO-RX-STRAWBERRY 24 4 417 090911 EAS PHOSPHAGEN-100 GRAM 100 4 418 090912 EAS PHOSPHAGEN-210 GRAM 210 4 419 090913 EAS V2G - 180 CAPS 180 2 420 090914 EAS GKG - 120 CAPS 120 2 421 090915 EAS PHOSPHAGEN-325 GRAM 325 4 422 090919 EAS PHOSPHAGEN HP FRT PNCH 32 6 423 090923 EAS CLA 90 2 424 090935 EAS PHOSPHAGEN HP FRT PNCH 4 6 425 090936 PP PHOSPHAMASS CHOC 3 2 426 090937 PP PHOSPHAMASS VAN 3 2 427 090938 PP PRO RX CHOCOLATE 24 4 428 090939 PP PRO RX VANILLA 24 4 429 090944 EAS PHOSPHAGEN HP GRAPE 32 6 430 090945 EAS PHOSPHAGEN HP LEMON LIME 32 6 431 090946 PP CLA 90 6 432 090948 EAS BETAGEN 21 6 433 090949 EAS BETAGEN 7 6 434 090951 EAS CYTOVOL 225 2
7 RETAIL AGREEMENT: GNC-RITE AID OPENING ORDER 12/8/98 EXHIBIT C-1
SUGGESTED RECORD ITEM # DESCRIPTION SIZE ORDER - -------------------------------------------------------------------------- 435 090956 EAS MYOPLEX PLUS DEL CHOC 20 6 436 090958 EAS MYOPLEX PLUS DELUXE VAN 20 6 437 090960 EAS PHOSPHGAIN II VANILLA 3 2 438 090961 EAS PHOSPHAGAN II CHOCOLATE 3 2 439 090963 EAS PHOSPHAGEN 1000GRAMS 1000 2 440 090964 EAS PHOSPHAGEN 510GRAMS 510 4 441 090968 EAS PHOSPHAGEN HP GRAPE 42 SE 4 6 442 090969 EAS PHOSPHAGEN HP LEM LIME 42 4 6 443 090972 EAS PHOSPHAGAIN II STRAWBY 3 2 444 090973 EAS MYOPLEX BAR CHOC PNTBTR 3 24 445 090974 EAS MYOPLEX BAR-CHOC 3 24 446 090977 EAS SUPPLEMENT REVIEW BOOK 1 6 447 090978 EAS MYOPLEX PLUS DULUXE STRAW 20 6 448 090979 EAS-HMB 120 6 449 090980 EAS HMB 360 6 450 090981 EAS STRUCTURE EFA 120 2 451 090991 EAS NEURO GAIN 14 2 452 090999 EAS NEURO GAIN TABS 120 2 453 091001 EAS PRECISION PROTEIN CHOC. 908 6 454 091002 EAS PRECISION PROTEIN VAN 908 6 455 091011 GNC WOM SOLOTRON 120 2 456 091021 GNC WOM SOLOTRON 240 2 457 091511 GNC CHERRY DROPS 500MG 90 6 458 091611 GNC CITRUS FREE CHEW C 500 60 4 459 091822 GNC ACEROLA 100MG NO SUGAR 180 6 460 091911 GNC ACEROLA 250 MG NO SUGAR 90 6 461 092513 NAT BR PAPAYA ENZYME TBS PM 100 6 462 092523 NAT BR PAPAYA ENZYME TBS 250 8 463 092533 NAT BR PAPAYA ENZYME TBS PM 600 6 464 092811 NB WHEAT BRAN TABS 1000 MG 100 4 465 093011 GNC VITAMIN C /ECHINACEA 90 4 466 093111 GNC PRIMA-C 500MG TR 90 2 467 093211 GNC PRIMA-C 1000MG TR 90 2 468 093611 GNC ESTER C 500 MG 90 6 469 093711 GNC ESTER C 1000 MG 90 6 470 093911 GNC CALCIUM DROPS CHEWABLE 90 4 471 094400 WWS PURE PROTEIN PNT BTR 78 24 472 094401 WWS PURE PROTEIN CHOC BAR 78 24 473 094411 GNC CALCIUM 1000 90 6 474 094511 GNC CALCUIM COMPLETE 90 26 475 094521 GNC CALCIUM COMPLETE 180 6 476 094531 GNC CALCIUM COMPLETE 360 6 477 094711 GNC CALCIUM COMP LIQ CPS 90 4 478 095411 GNC FAST CAL 500 W/BORON 120 4 479 095711 GNC SOLOTRON PLUS 90 2 480 095721 GNC NO EPH SOLOTRON PLUS 180 2 481 096311 GNC CALCIUM PLUS 250 6 482 096321 GNC CALCIUM PLUS 500 6 483 096413 GNC VIT C CAPS 1000MG 100 4 484 096423 GNC VIT-C CAPS 1000MG 250 4 485 096711 GNC MANDARIN ORG VIT C SUGFRE 90 6 486 097211 GNC CALCIUM MAGNESIUM TBS 100 6 487 097311 GNC CALCIUM CITRATE 180 4 488 097811 GNC POTASSIUM W/ELECTROLYTES 60 2 489 098111 GNC CALCIUM CITRATE PLUS 180 4 490 098411 GNC BORON TRIVALENT 3MG 100 2 491 098511 GNC COPPER 2MG CHELATED 100 2 492 098811 GNC SYNTHTIC E 100IU 90 4 493 098911 GN SYNTHITIC 1000IU 90 4 494 099011 GNC VITAMIN K 100 MCG 100 2 495 099213 GNC VITAMIN C 1000MG 100 6 496 099223 GNC VITAMIN C 1000MG 250 6
8 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - ---------------------------------------------------------------------- 497 099253 GNC VITAMIN C 1000MG 500 6 498 099313 GNC B-12 500 MG 100 6 499 099323 GNC B-12 500 MCG NSQ 250 6 500 099413 GNC VITAMIN C 500MG 100 52 501 099423 GNC VITAMIN C 500MG 250 6 502 099453 GNC VITAMIN C500MG 500 6 503 099511 GNC ULTRA MEGA MINERALS 90 4 504 099611 GNC MULTIMEGA MINERALS 100 4 505 099621 GNC MULTIMEGA MINERALS 250 4 506 100111 GNC BETA CAROTENE 15MG CPS 90 4 507 100121 GNC BETA CAROTENE 15MG CPS 180 4 508 100131 GNC BETA CAROTENE 15MG 360 4 509 100412 GNC PANTO ACID 500 MGS 100 4 510 100611 GNC TEEN'S MULTIPLE 180 6 511 100812 GNC B-6 50 MG 100 20 512 101111 GNC B-6 50MG W/HERBS 90 6 513 101811 GNC ZINC PICOLINATE 90 4 514 102121 GNC SOLOTRON IMP CHEW/NUTRASW 90 4 515 102211 GNC ZINC 10MG TBS 100 24 516 102311 GNC ZINC 100MG TBS 100 6 517 102711 GNC MANGANESE 10 MG 100 2 518 103911 GNC CHERRY ZINC LOZENGE 30 6 519 103921 GNC ZINC LOZENGE CHERRY 60 6 520 104511 GNC WOM PRENATAL FORMULA 120 12 521 104911 GNC ULTRA ZINC/LOZENGE 48 12 522 105011 ADV PROSTEX 100 2 523 105828 PNI KIDS PLEX JR 1 2 524 105830 PNI KIDS PLEX JR CHOCOLATE 19 2 525 105833 GNC KIDS A+ CHOC 19 4 526 106311 GNC BUFFERED C 1000MG 100 4 527 106411 GNC TRIPLE LECITHIN 100 4 528 106421 GNC TRIPLE LECITHIN 180 6 529 106511 GNC TRIPLE LECITHIN PLUS 100 2 530 106611 GNC CONC FISH BODY OILS 90 4 531 106631 GNC CONC. FISH BODY OILS 180 4 532 106632 GNC CON. FISH BODY OILS 360 6 533 107711 GNC PUMPKIN SEED OIL CP 1000M 100 2 534 108211 GNC C 500MG BUFFERED 100 4 535 109011 GNC MELATONIN 3MG 60 12 536 109021 GNC MELATONIN 120 6 537 109511 GNC SUBLINGUAL MELATONIN 60 4 538 109521 GNC MELATONIN 120 6 539 110911 GNC SYNTHITIC E 400 IU 90 6 540 110912 GNC SYNTHITIC E 400IU 180 6 541 111496 IH NATURAL PAIN RELIEF 90 4 542 112711 GNC MULTI-GEL 60 2 543 112721 GNC MULTI-GEL 120 2 544 113311 GNC SOD 50 4 545 116211 HO PERFECT JOINT COMB 60 2 546 118611 GNC GLUCARATE 60 4 547 119111 GNC CLA 60 4 548 119211 GNC CHILD MULTICHEW 30 6 549 119311 TEENS CAL PLUS 60 2 550 119611 GNC LECITHIN PLUS 100 2 551 120311 GNC CALCIUM CITRATE MALATE 120 12 552 120321 GNC CALCIUM CITRATE MALATE 240 12 553 120411 GNC DHEA 5MG 60 2 554 124111 GNC NAC/GLUTATH 600/100MG 60 4 555 124311 GNC LYSINE 500MG 120 6 556 124611 GNC QUERCETIN 60 4 557 124711 GNC LACTOFERRIN 50MG 60 2 558 124811 GNC BIOTIN 600MCG 120 6
9 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1 Suggested Record Item# Description Size Order - ------------------------------------------------------------------------- 559 126311 GNC DHA 30 2 560 126321 GNC DHA 60 2 561 126711 CHILD SPORTKIDS CHEWABLE 120 4 562 126811 GNC NAC CAPSULES 600MG 60 4 563 126911 GNC 100MG ALPHA LIPOIC 60 4 564 127911 GNC 50MG ALPHA LIPOIC ACID 60 4 565 128211 GNC L-TYROSINE 1000MG 30 4 566 128611 GNC TMG 30 2 567 128911 GNC ESTER C 1000MG HS 90 6 568 129511 GP CHL (CHOLESTEROL) 30 2 569 129611 GNC MSM 120 6 570 129711 GNC CARTICIN SHARK CART 10 4 571 130711 GNC ESTER C500 CAPSULES 90 6 572 131611 GNC MELATONIN TR 60 4 573 133411 CHWBL VIT C 500MG/ACEROLA 90 90 6 574 133421 CHWBL VIT C 500MG/ACEROLA 180 180 6 575 133501 CHWBL VIT C 100MG/ACEROLA 90 90 6 576 133521 CHWBL VIT C 100MG/ACEROLA 180 180 6 577 133531 CHWBL VIT C 100MG/ACEROLA 360 360 6 578 133811 CHWBL VIT C 300MG/ACEROLA 90 90 6 579 133821 CHWBL VIT C 300MG/ACEROLA 180 180 6 580 133911 GNC SALMON OIL 180 4 581 134711 CH ZINC ECHINACEA CHEWABLE 30 2 582 135811 TN YOUNG WNS MINERAL SUPL 30 2 583 135911 GNC GAMMA-ORYZANOL 90 2 584 136311 GNC GLA GAMMA LIN ACID 60 2 585 136411 GNC VIT C W/QUERCETIN 800 60 4 586 136611 GNC VIT C 500 CAPSULES 90 4 587 136811 GNC MAGNESIUM 500 120 6 588 137111 GNC VM GREEN 60 2 589 137121 GNC VM GREEN 90 4 590 137131 GNC VM GREEN 180 4 591 137511 GNC VITAMIN C 500 SOFTGEL 60 4 592 137711 MNS MATURE MULTI ONE 60 2 593 138311 ML PLATINUM YEARS MULTI 90 4 594 138511 GNC UM GOLD 60 2 595 138521 GNC UM GOLD 90 6 596 138531 GNC UM GOLD 180 4 597 138911 WOM PRE-NAT NO IRON 120 8 598 140111 GNC CH CHEW VIT/MIN 60 2 599 140121 GNC CH CHEW VIT/MIN 120 4 600 140311 GNC CH MULTI W/IRON 90 2 601 140911 CHILDREN'S MULTI WI CALCIUM 30 2 602 141511 GNC TEEN'S CHEWABLE MULTI 60 2 603 141611 GNC CH CHEW MULTI 90 4 604 141911 CHAL BODY BUILDER PROTEIN PWD 16 2 605 142012 CHAL 95% PROTEIN UNSWEET VAN 4 6 606 142015 CHAL 95% PROTEIN VAN 16 6 607 142811 GNC B-COMPLEX W/GINSENG 30 4 608 143211 GNC GAMMA-TOCOTRIENOL 30 4 609 143611 GNC CAL/MAG/D 180 6 610 143711 GNC B-COMPLEX W/ST JOHNS 30 4 611 143911 GNC VIT C W/BIOFLAV 120 4 612 144111 GNC VIT D 400 180 4 613 144211 GNC B-COMPLEX TR 60 4 614 144311 GNC VITAMIN D 700IU 90 2 615 144321 GNC VITAMIN D 700 IU 180 2 616 144411 CHAL 95% PROTEIN CHOC W/ASP 16 8 617 144412 CHAL 95% PROTEIN CHOCOLATE 4 6 618 144511 GNC BETA CAROTENE 25 60 2 619 145011 CHAL 95% PROTEIN VAN W/ASP 16 6 620 145012 CHAL 95% PROTEIN VANILLA 4 6 10 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - ------------------------------------------------------------------------------------ 621 145111 CHAL 95% PROTEIN STRBY W/ASP 16 6 622 145112 CHAL-PROTEIN-95 STRAW ASP 64 6 623 145911 GNC PHOSPHOROUS 500 60 4 624 146111 GNC L-CARN 100MG 30 4 625 146211 GNC GSA SODIUM-FREE 30 4 626 146711 GNC ZINC 30 CAPS 120 6 627 146811 GNC CCM 250 PLUS D 125 90 4 628 147511 GNC DMG 90 2 629 147611 LECITHIN 1200 90 2 630 147621 LECITHIN 1200 180 2 631 147711 GNC HOMOCYSTEINE SUPPORT 60 6 632 147911 CHAL MILK&EGG PROT VAN W/ASP 16 2 633 148011 CHAL MILK&EGG PROT CHOC W/ASP 16 2 634 148111 CHAL MILK&EGG PROT STRBY W/AS 16 2 635 148211 GNC CARNOSINE AOY 30 4 636 148711 GNC B-12 1500 90 4 637 148811 GNC TRANS-NEURO B 90 2 638 149111 GNC PHYTIC ACID 60 4 639 149222 GNC CHERRY COD LIVER OIL 16 4 640 150111 GNC SQUALENE OIL 60 2 641 150411 GNC GOLDMINDS DHA 60 2 642 150511 GNC SQUALAMINE 30 2 643 150911 GNC UMG NO IRON 90 4 644 150921 GNC UMG NO IRON 180 4 645 151011 GNC UM II NO IRON 90 4 646 151021 GNC UM II NO IRON 180 2 647 151311 GNC SOLOTRON 30 8 648 151321 GNC SOLOTRON 90 4 649 151331 GNC SOLOTRON 240 2 650 151411 GNC SOLOTRON NO IRON 90 2 651 151821 GNC CAROTENOID COMPLEX 60 2 652 151911 GNC DODECANOIC ACID 60 2 653 161511 GNC CHEWABLE E 200 60 4 654 161611 GNC CHEWABLE E 400 60 4 655 161711 GNC BLENDED E 400 IU 60 66 656 161811 GNC BLENDED E 1000IU 60 8 657 162211 GNC VEGETARIAN NATURAL E 60 4 658 162611 GNC DRY E 400IU 90 4 659 162621 GNC NAT E 400IU DRY 180 4 660 168400 DMS FIBROMALIC 180 2 661 169701 GNC SAM-E ADEMENTIONE 30 4 662 171912 CHALL LIQUID PROTEIN 32 2 663 201193 MLO PROTEIN 21M PNTBTR CHOC 3 24 664 201194 MLO PROTEIN 21 CHOC CHOCBR 3 24 665 217345 WISCONSIN GINSENG 60 2 666 217601 GG PANAX GINSENG 10 10 4 667 217602 GG PANAX GINSENG 30 30 4 668 235111 GNC GSA SODIUM FREE 30 4 669 235211 GNC LYSINE 500 TR 60 6 670 238511 OPT-X-PHEDRA WITH CLA 60 2 671 240211 MNS YOHIMBE 451MG 60 8 672 240411 MNS INVIGORA 60 6 673 242211 MNS NEUROCITE 60 4 674 243011 NB ALOE HAIR,SKIN,NAI 100 4 675 243111 NB ALOE INNER GEL 100 4 676 243711 WNS HERBAL BALANCE W/SOY 30 4 677 245211 WMS BEGINNING 60 2 678 246511 VITAMIN C BIOFLAVONOIDS PLUS 120 4 679 246711 WOMEN'S UT FORMULA 60 2 680 247711 MEN'S ULTRA NOURISHHAIR CTN 60 2 681 247721 MEN'S ULTRA NOURISHHAIR CTN 120 2 682 247811 GNC B-COMPLEX T.R.75MG 60 4
11 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item Description Size Order - ---------------------------------------------------------------------------------------------------------------------------------- 683 247911 GNC FEMG B COMPLEX 60 2 684 249011 MENS GINSENG FORMULA 60 2 685 249111 GNC MEN'S OYSTER EXTRACT 60 2 686 249511 GNC ZINC FOR MEN 90 2 687 249811 GNC MEN'S VITALITY FORMULA 30 2 688 249821 GNC MEN'S VITALITY FORMULA 60 2 689 251311 GNC NIACIN 250MG 100 4 690 252011 GNC RNA/DNA 250MG TR 90 2 691 253214 GNC FOLIC ACID 800 MCG PI 100 6 692 253614 GNC B-12 1000 MCG 100 6 693 253814 NAT BR BETAINE HYDROCHLORIDE 100 4 694 253914 GNC ZINC 50MG TBS 100 6 695 253921 GNC ZINC 50MG 250 6 696 254014 GNC MAGNESIUM 250MG 100 6 697 254114 GNC NIACIN 500MG TBS 100 4 698 254120 NH ST JOHN'S POWER 3% 90 2 699 254124 NH SAW PALMETTO PWR 320 30 2 700 254125 NH ST JOHN'S PWR 3% 180 2 701 254127 NH KAVA KAVA ROOT 264 100 2 702 254529 NH ECHINACEA GOLDNSL CMBO-115 100 2 703 254536 NH BILBERRY POWER-1155 60 2 704 254537 NH BRONCEASE-1105 60 2 705 254547 NH ECHIN POWER-1166 60 2 706 254568 NG MILK THISTLE POWER-1260 50 2 707 254573 NH CASCARA SAGRADA-226 100 2 708 254577 NH CRNBRY EXT-230 100 2 709 254578 NH DAMIANA-240 100 2 710 254582 NH ORG ECHINACEA ROOT-325 100 2 711 254583 NH FEVERFEW-246 100 2 712 254585 NH SILICA POWER-1273 60 2 713 254586 NH STRESS RELEASE-1270 60 2 714 254592 NH GINGER ROOT-245 100 2 715 254594 NH GOLDNSL ROOT-257 50 2 716 254595 NH GOLDNSL ROOT-256 100 2 717 254596 NH GOLDNSL HERB-255 100 2 718 254603 NH VALERIAN ROOT-289 100 2 719 254615 NH ECHIN ANGUSTIFOLIA-309 100 2 720 254620 NH GINKGO POWER ECON-51385 50 2 721 254625 NH GINSENG SARSAPARILLA-127 100 2 722 254627 NH EYEBRIGHT-308 100 2 723 254687 NH PYGEUM POWER-1261 60 2 724 254690 NH ECHIN-GOLDNSL SUPER-7115 250 2 725 254694 NH ALOE VERA INNER LEAF-204 100 2 726 254696 NH CAYENNE SUPER-7222 250 2 727 254697 NH CHARCOAL-234 100 2 728 254803 NH SAW PALMETTO-276 100 2 729 254899 NH GINSENG, SIBERIAN-250 50 2 730 254911 GNC WOM GELATIN 50 4 731 254921 GNC WOM GELATIN 120 2 732 255214 GNC B-6 100 MG 100 6 733 255412 GNC ZINC 30MG TBS 100 6 734 255511 GNC NIAGN FLUSH FREE 90 4 735 255612 GNC B-2 50MG TABS 100 2 736 255812 GNC BIOTIN 300MCG TBS 100 4 737 255912 GNC CHOLINE 250MG TBS 100 4 738 256014 GNC FOLIC ACID 400 MCG 100 24 739 256212 GNC PANTO ACID 100 MG 100 4 740 256411 GNC PANTO ACID 250 MG 100 4 741 256714 GNC POTASSIUM GLUCONATE 100 4 742 256814 GNC P A B A 500 MG TABS 100 4 743 256911 GNC CITRUS BIOFLAV 1000MG 100 4 744 257211 GNC POTASSIUM ASP MAGNESIUM AS 120 4
12 GNC-RITE AID OPENING ORDER Retail Agreement: 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - ------------------------------------------------------------------------------- 745 257221 GNC POT/MAG ASPARTATE 240 4 746 257301 NH HAWTHORN FLWR,LEAVE-261 100 2 747 257331 NH GLDNSEAL ROOT EXT-2329 2 2 748 257341 NH GINKGO POWER SUPER-71385 150 2 749 257359 NH GINKGO PHYTOSOME-41385 60 2 750 257391 NH SAW PALMETTO 250-7276 250 2 751 257393 NH CHLORELLA BETTER-310 100 2 752 257396 NH ECHINACEA/GLDNSL PWR-1131 60 2 753 257397 NH ECHINACEA/VITAMIN C-114 100 2 754 257398 NH ECHINACEA PWR (SUPER)-1130 60 2 755 257399 NH CRANBERRY FRUIT-228 100 2 756 257401 NH CAT'S CLAW-227 50 2 757 257416 NH ELDERBERRY FLOWERS-313 100 2 758 257418 NH NETTLE POWER-1176 30 2 759 257421 NH ELDRBRY ECHIN GLDNSL 116 100 2 760 257422 NH KAVA KAVA PWR 1161 30 2 761 259511 GNC B-1 300MG 100 2 762 259611 GNC TR B-6 200 MG 100 4 763 260611 OPT NO EPH ENERGEL 60 6 764 260621 OPT NO EPH ENERGEL 120 6 765 260911 OPT VITA RUSH 60 4 766 261311 OPT MEN'S ENERGY 60 4 767 261411 OPT WOMEN'S ENERGY 60 4 768 261611 WOMEN'S ULTRANOURISHAIR 60 2 769 261911 OPT GINSENG RUSH 60 4 770 262111 OPT ENERGY PAK 30 4 771 262211 OPT GUARANA RUSH 60 4 772 262311 OPT EXT STR HERBAL RUSH 60 4 773 262321 OPT XTRA STRENGHT HERBAL RUSH 120 4 774 262611 OPT ENERGIZER 60 4 775 263211 OPT THERMOGENIC FORMULA 60 2 776 264011 GNC WOM EPO 50 4 777 264021 GNC WOM EPO 90 4 778 264031 GNC WOM EPO 200 4 779 264311 GNC WOM PMS FORMULA 100 2 780 264511 GNC WOM MENOPAUSE 100 2 781 264611 GNC WOM WATER BALANCE 100 2 782 264811 OPT CHITOSAN 120 6 783 264821 OPT CHITOSAN 500MG 250 6 784 265011 GNC WOM CITRIMAX 90 2 785 265211 NB EVENING PRIMROSE OIL 90 4 786 265411 NB FLAX SEED OIL 90 12 787 265421 NB FLAX SEED OIL CAPS 180 6 788 265511 NB BORAGE OIL 90 4 789 265611 GNC WOM MEGA EPO 50 6 790 265621 GNC WOM ULT EPO 120 4 791 265711 GBC WOM SILICA 100 2 792 266011 GNC WOM HAIR,SKIN & NAILS 90 6 793 266021 GNC WOM HAIR,SKIN & NAILS 180 4 794 266311 GNC PHOSPHATIDY/SERINE 30 4 795 266611 GNC GLUCOSAMINE 1000MG 30 6 796 266621 GNC GLUCOSAMINE 1000MG 90 6 797 266711 GNC WOM DONG QUAI/ROYAL JELLY 100 2 798 267011 GNC CHONDROITIN SULFATE 30 6 799 267021 GNC CHONDROITIN SULFATE 60 6 800 267411 OPT 2 STRNGTH CHITOSAN PLUS 120 6 801 267511 GNC GABA 750MG 90 2 802 267600 OD-DIETERS TEA-NAT LEMON 30 2 803 267610 OD-DIETERS TEA-CINNEMON 30 2 804 267703 KWAI HIGH POTENCY GARLIC 60TB 60 2 805 267704 KWAI HIGH POTENCY GARLIC 120T 120 2 806 267705 LP KIRA 45 2 - -------------------------------------------------------------------------------
13 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item# Description Size Order - -------------------------------------------------------------------------------- 807 269011 GNC GLUCO/CHOND 250/200MG 90 6 808 270710 TRIMEDICA MSM 500 MG 250 2 809 270733 TRIMEDICA MSM 1000MG 120 2 810 272753 TRIMEDICA 5HTP #235 60 6 811 271911 OPT CLA 1000MG 50 2 812 274011 OPT PEPTIDE FM 250MG 90 2 813 274211 OPT PYRUVATE 750MG 60 2 814 274311 OPTIBOLIC CIWUJA/TIMED RELEAS 60 4 815 275111 OPTIBOLIC CIWUJIA 90 4 816 275811 OPT OPTIMAX REFORM 60 2 817 276111 OPT KETO-THERM 90 4 818 276311 OPTIBOLIC X-PHEDRA ENEGEL 90 6 819 276511 GNC GLUCO\CHOND 500/400MG 60 18 820 277311 MEN'S LIVE WELL MULTI 60 2 821 277511 WOMENS LIVE WELL MULTI 60 2 822 277611 GNC DEOD FISH BODY OILS 180 6 823 277711 GNC GSA/CSA 750/600 30 18 824 277721 GNC GSA/CSA 750/600 60 18 825 277911 GNC TEEN SKIN TABS 50 2 826 279221 NOURISH HAIR SUPER BIOTIN 200 200 2 827 279621 NOURISH HAIR ULTRA 120'S 120 2 828 281111 GNC WNS CAL-PLUS 90 2 829 282811 GNC SOY IPRI FLAVONE 30 4 830 283611 GNC I-PINITOL 30 2 831 283711 WMS PYRUVATE 500MG 60 2 832 283811 GNC DMAE 60 2 833 283911 GNC D-RIBOSE 60 2 834 284111 GNC PANTETHINE COMPLEX 30 4 835 285111 WMNS MONTHLY PHYTOESTROGEN 120 6 836 285411 MNS LIVE WELL CAPSULES 60 2 837 285511 WMS LIVE WELL CAPSULES 60 2 838 289209 ABB SUPER SHAKE STRAWBRY 12 24 839 289210 ABB SUPER SHAKE VANILLA 12 24 840 289211 ABB CHOC PROTEIN SHAKE 12OZ 12 24 841 289222 ABB BULK TRPPNCH 22 24 842 289236 ABB CUT FORCE PINK GRPFRT 18 24 843 289240 ABB BLUE THUNDER REFORM 22 24 844 289243 ABB CRITICAL MASS 18 24 845 289244 ABB RIPPED ORANGE 18 24 846 289245 ABB RIPPED FRTPNCH 18 24 847 289246 ABB CRITMASS SUNSHINE P. 18 24 848 289247 ABB HIGH VOLTAGE PASSION PNCH 22 24 849 289249 ABB INFERNO FRT PNCH 18 24 850 289250 ABB XXL TROPICAL PUNCH 24 24 851 289251 ABB KICK SOME MASS ORANG 5547 22 24 852 289252 ABB KICK SOME MASS PUNCH 5547 22 24 853 289259 ABB RIPPED FORCE GRAPE 18 24 854 289271 ABB PURE PRO WILD BERRY 22 24 855 289272 ABB PURE PRO WILD BERRY 22 24 856 289312 ABB 18 OZ CARB FRUIT PUN 18 24 587 289313 ABB 18OZ CARB GRAPE 18 24 858 289314 ABB 18OZ CARB LEM/LIME 18 24 859 289316 ABB 18OZ CARB ORANGE 18 24 860 289318 ABB 18OZ CARB WATERMELON 18 24 861 292111 DH CRANBERRY CONCENTRATE 16 2 862 292112 DH BLACK CHERRY CONCENTRATE 16 2 863 300000 PP PRO CITRUS 900 6 864 310001 PN NADH 30 4 865 317011 GNC COLON PURE 24 4 866 317021 GNC COLON PURE 12 4 867 317031 GNC CITRUS COLON PURE 12 4 868 317032 NB CITRUS COLON PURE 24 4
14 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - -------------------------------------------------------------------------------- 869 317911 GNN GUARANA DIET 90 2 870 320621 CC BAHAMIAN DIET 19 2 871 334831 CHAL TR AMINO 4800 60 2 872 334841 CHAL TR AMINO 4800 120 2 873 335011 CH AMINO 3000 180 2 874 348011 OPT DIETGEL W/SYNEPHERINE 60 2 875 350390 PP BEEF PROTEIN 24 2 876 350391 PP VEGTABLE PROTEIN 24 2 877 350392 PP INST EGG PROTEIN VAN 24 2 878 350393 PP INST EGG PROTEIN CHOC 24 2 879 350394 PP EGG WHITE SUPREME 24 2 880 350395 PP CRTN PAKS 6GM 42 2 881 350401 PP EGG & WHEY NATURAL-VAN 2 2 882 350402 PP EGG & WHEY NATURAL-CHOC 2 2 883 350405 PP WHEY & SOY NATURAL-CHOC 2 2 884 350406 PP WHEY & SOY-NATORAL-VAN 2 2 885 350412 PP EGG & SOY CHOCOLATE 2 2 886 350413 PP EGG & SOY VANILLA 2 2 887 350716 PP PRO STUFF CHOC 3 2 888 350752 PP LIQ L CARNITINE 16 2 889 350772 PP PRO AMINO 1850 LQ 16 4 890 350773 PP 1850 LIQUID 32 2 891 350775 PP MCT PLAIN 16 2 892 351111 MAX NUT VITA PACK II 30 2 893 353011 OPT BTL W/BETA CAROTENE 14DAY 2 894 353021 OPT BOTTLE PAK 30DAY 2 895 353811 OPT CHROMIUM PICOLINATE PLUS 90 2 896 353911 OPT WATER PILL 50 2 897 353921 OPT WATER PILL 100 2 898 354111 OPT ULTRA WATER PILL 50 2 899 354121 OPT ULTRA WATER PILL 100 2 900 354411 OPT SYNEPHERINE-4 60 2 901 354611 OPTIBOLIC CITRIMAX 90 2 902 354711 OPTIBOLIC CITRIMAX PLUS CHROM 90 2 903 354911 OPT NO EPH DIET GEL 60 2 904 354921 OPT NO EPH DIET GEL 120 2 905 355017 IN PROENHANCER BOT LEMLIM 4 24 906 355021 IN RACEDAY PKT LEM LIME 1 24 907 355024 IN PROHYDRATOR BOT ORANGE 16 24 908 355026 IN PROHYDRATOR BOT BERRY 16 24 909 355028 IN PROHYDRATOR BOT UNFLAV 16 24 910 355811 GP PST (PROSTATE) 30 2 911 355911 GP CS (CARDIOVASCULAR) 30 2 912 356011 GP OST (OSTEOARTHRITIS) 30 2 913 356111 GNC PROGRAM IBF 30 2 914 356211 WOMEN'S VITAPAK 50+ 30 2 915 356311 GP WTN WINTER&COLDS PAK 30 2 916 356511 GNC WOM DHEA VP 30 2 917 356611 GP HOC (HOMOCYSTEINE) 30 2 918 356711 GNC LIVE WELL PROG-LIVER 30 2 919 356911 MENS ULTRA SP 320 30 2 920 357911 WOMEN'S MENOPAUSE VITAPAK 30 2 921 358411 GNC MEN'S NUTRITION SYSTEM 30 2 922 358511 GNC WOM NUTRITION SYSTEM 30 2 923 358911 GNC MENS SAW PALMETTO FORMUL 120 6 924 358921 GNC MENS SAW PALMETTO 240 6 925 359111 GNC MENS AVENA SATIVA 60 2 926 359211 GNC WOM VP 30 2 927 359411 GNC MENS VITA PACK MULTI COMP 30 6 928 360411 PN MEMORALL PROGRAM 30 2 929 360511 PN JOINT PROGRAM 30 2 930 360611 PN HOMOCYST PROGRAM 30 2
15 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - -------------------------------------------------------------------------------- 931 360711 PN RESISTANC PROGRAM 30 2 932 360911 PN LIVER PROGRAM 30 2 933 365846 NB APPLE CIDER VINEGAR 16 4 934 365848 NB CRANBERRY CONCENTRATE 8 4 935 365854 NB ELDEBERRY EXTRACT 4 4 936 365855 NB WL UNFLAVORED GEL 128 4 937 365856 NB FILLET UNFLAV GEL 32 4 938 365857 NB FILLET UNFLAV JUICE 16 4 939 365858 NB FILLET UNFLAVORED GEL 16 4 940 365881 NB HF UNFLAVORED JUICE 32 4 941 365883 NB WL WILDBERRY JUICE 32 4 942 365885 NB WL CRANBERRY JUICE 32 4 943 365888 NB WL UNFLAVORED JUICE 32 4 944 365889 NB WL LEMON/LIME JUICE 32 4 945 365892 NB BLACKCHERRY CONCENTRATE 8 4 946 365893 NB JUICE UNFLAVORED WL 128 4 947 365894 NG GEL 1 GAL UNFLAVOR FILLET 128 4 948 365895 NB GEL WL UNFLAVORED 32 4 949 365920 NA COLON COND TABS 250 2 950 365921 NA HERBAL LAX TABS 180 2 951 365923 NA COLON COND PWDR 14 2 952 365940 NB LIQUID ACIDOLPHILUS PAPAYA 16 4 953 365941 NB LIQ ACID BLACK CHERRY 16 4 954 365942 NAT BRAND POMEGRANATE 8 4 955 365950 NAT SOLNS SOY MILK VANILLA 32 12 956 365951 NAT SOLNS SOY MILK CHOCOLATE 32 12 957 366000 NB UNFLAV JUICE 8 4 958 366001 NB ALOE UNFLAV GEL 8 4 959 366002 NB FILLET UNFLAV JUICE 128 4 960 390411 HP LIVERHEALTH 30 4 961 392863 HS UP YOUR GAS 60 2 962 395022 HS RAZOR CUTS 90 2 963 395041 HS UP YOUR GAS 30'S TBS 30 2 964 399501 WM HI-ENER-G 30 CPS 30 2 965 399508 WM DW LIPOSTAT FAT BINDER 90 2 966 399512 DW THERMO MAX 90 2 967 399513 DW CLEANSING DIET 7-DAY 7 2 968 399514 DW ZERO FAT 90 2 969 399515 DW-GINEXIN REMIND 36 2 970 399525 WM SUPER JUICE 60 2 971 399538 WM HI-ENER-G BONUS PACK 40 2 972 400711 ONAT FAT FIGHTER 120 2 973 400921 ONAT FOR MEN ONLY 60 2 974 402011 NW BLK COHOSH RT-10500 100 2 975 402030 NW CASCARA SAGRADA-11308 180 2 976 402032 NW ECHINACEA-12408 180 2 977 402034 NW GINGER ROOT-13108 180 2 978 402035 NW SIBERIAN GINSENG-13508 180 2 979 402036 NW GOLDEN SEAL HERB-13708 180 2 980 402040 NW VALERIAN ROOT-17708 180 2 981 402045 NW GOLDEN SEAL ROOT-13900 50 2 982 402048 NW ECHINACEA RT CMPLX-17350 100 2 983 402521 ONAT FOR MEN ONLY II 60 2 984 402911 NW CHICKWEED HERB-11800 100 2 985 403211 NW DAMIANA LEAVES-12200 100 2 986 403311 NW DANDELION ROOT-12300 100 2 987 403511 NW ECHINACEA-12400 100 2 988 403521 NW ECHINACEA COMBO-415 100 2 989 404411 NW GOLDEN SEAL HERB-13700 100 2 990 404511 NW GOLDEN SEAL ROOT-13800 100 2 991 405311 ONAT YOHIMBE 1000 PLUS 30 2 992 405511 HP SAW PALMETTO 30 4
16 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - ---------------------------------------------------------------------- 993 405512 HP SAW PALMETTO 60 4 994 405611 HP DONG QUAI 30 4 995 405621 HP DONG QUAI 60 4 996 405711 HP SAW PALMETTO 30 4 997 405811 HP GARLIC/CAYENNE 30 4 998 406011 HP CHAMOMILE 30 4 999 406111 HP CAYENNE 30 4 1,000 406121 HP CAYENNE 60 4 1,001 406311 HP CAT'S CLAW 30 4 1,002 406321 HP CAT'S CLAW 60 4 1,003 406411 HP GOTU KOLA 30 4 1,004 406511 HP BILBERRY 30 4 1,005 406521 HP BILBERRY 60 4 1,006 406611 NW VALERIAN ROOT-17700 100 2 1,007 407011 HP CAYENNE/GOLDENSEAL 30 4 1,008 407211 HP PYGEUM 30 4 1,009 407311 HP FEVERFEW 30 4 1,010 407411 HP GOLDENSEAL RT 30 6 1,011 407412 HP GOLDENSEAL 60'S 60 4 1,012 407511 HP VALERIAN 30 4 1,013 407512 HP VALERIAN 60 4 1,014 407711 HP ECHINACEA/ROOT 30 4 1,015 407712 HP ECHINACEA 60 4 1,016 407811 HP GINGER 30 4 1,017 407911 HP GUARANA 30 4 1,018 408011 HP MULTI-GINSENG 30 4 1,019 408012 HP MULTI-GINS 60 4 1,020 408111 HP MLTIGIN/SAW 30 4 1,021 408211 HP SIBERIAN GINSENG 30 4 1,022 408511 HP YUCCA 30 4 1,023 408611 HP DAMIANA 30 4 1,024 408711 HP ST JOHNS WORT 30 4 1,025 408721 HERBAL PLUS ST JOHNS WORT 60 4 1,026 408811 NW CHARCOAL 280MG-2070 100 2 1,027 409311 HP PAU D'ARCO 30 4 1,028 409711 HP LICORICE 30 4 1,029 410021 PHAR GINSANA 30 2 1,030 410022 PHAR GINSANA 60 2 1,031 410023 PHAR GINKOBA 72 2 1,032 410024 PHAR GINSANA 40 2 1,033 410025 PHAR PROSTATONIN 30 2 1,034 410084 PHAR VENASTAT 45 2 1,035 410211 CHAT GINSANA GARLIQUE 30 30 2 1,036 410311 OPT SUPER GUARANA 90 4 1,037 401617 CHAT PROPALMEX 30 2 1,038 410618 CHAR HARMONEX 30 CAPS 30 2 1,039 410711 HP GARLIC/HAWTHORNE 30 4 1,040 410811 HP DEVILS CLAW 30 4 1,041 410911 HP MULTIGIN/DAM 30 4 1,042 411411 UPTIME 30 2 1,043 411421 UPTIME 60 2 1,044 411511 HP ECHINA/GOLD 30 4 1,045 411521 HP EXHINACEA/GOLD 60 4 1,046 411611 HP CRANBERRY 30 4 1,047 412011 HP VAL/PASSION 30 4 1,048 412111 HP MLTIGIN/GOTV 30 4 1,049 412511 HP GARLIC 30 4 1,050 414111 NW FEVERFEW-12850 100 2 1,051 414211 NFIN ECHINACEA PURPUREA 90 12 1,052 414311 OE GINSENG TOTAL 30 4 1,053 419111 NB SOY ISOFLAVONE/CRANBRY 60 4 1,054 420211 NB SOY ISOFAVONES 90 4
17 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - --------------------------------------------------------------------------------------------- 1,055 420311 NB BLACK CHERRY CONCENTRATE 60 4 1,056 420610 NB BREATH RELIEF 50-CT 50 4 1,057 420611 NB BREATH RELIEF 150 4 1,058 420711 NB WHEATGRASS CAPSULE 60 4 1,059 420811 NB DHA ALGAL DERIVED 30 4 1,060 421511 NB GINKGO BILOBA PLUS 120 18 1,061 421521 NB GINKGO BILOBA PLUS 240 8 1,062 422311 NB CITRUS PECTIN 60 4 1,063 422411 NB QUOITIENT 120 4 1,064 422511 NAT BR DONG QUAI & ROYAL JELL 60 4 1,065 423211 BEE POLLEN CPS GNC 100 4 1,066 423411 NB MALIC ACID 120 4 1,067 424111 PN CARTILAGE SUPPORT MAIN 30 2 1,068 425311 NAT BR GINKGO BILOBA 50 MB 120 18 1,069 425321 NAT BR GINKGO BILOBA-240 240 6 1,070 425811 NB MALIC ACID 60 4 1,071 426111 NB BLUE GREEN ALGAE 90 4 1,072 426211 NB SHATTERED CELL WALL CHOREL 90 4 1,073 426311 NB BARLEY GRASS 90 4 1,074 427011 PN CM SYSTEM KIT 6 1,075 427211 NB EFFECT 30 2 1,076 427311 PN CM GOLD MAINT 30 6 1,077 427411 NB HYDRILLA 210 4 1,078 427911 NB ELDERBERRY 60 4 1,079 428011 NAT BR BEE PROPOLIS 250MG SG 100 4 1,080 428211 NAT BR BROMALAN 100 4 1,081 428511 NB BOVINE CARTILAGE 90 4 1,082 429111 NB CHOLORELLA 180 4 1,083 429611 NB BARLEY GRASS 90 4 1,084 430011 HP FIN DEVILS CLAW 90 4 1,085 430111 HP FIN BLACK COHASH 100 6 1,086 430311 GNC CRANBERRY JUICE CONCENTRA 100 4 1,087 432611 NB LACTASE 90 4 1,088 432911 NB MULI-ENZYME 90 4 1,089 433057 PEP BRAIN 60SIZE 60 2 1,090 433061 PEP DIET PEP REF 60 2 1,091 433069 PEP NO EPH ULTRA DIET 2000 60 2 1,092 433073 PEP COBRA 60 6 1,093 433100 PEP ULTRA DIET PEP 60 2 1,094 433101 PEP HMS COLON CLENZ 60CT 60 2 1,095 433104 PEP ULTRA DIET PEP REF 60 2 1,096 433105 PEP ULTRA DIET PEP 120 2 1,097 433106 PEP EXTRA STRENGTH GUARANA 60 2 1,098 433107 PEP-ORIGINAL PEP-30 30 2 1,099 433108 PEP-ORIGINAL PEP-60 60 2 1,100 433110 PEP SUPER PEP 60 2 1,101 433114 PEP MSM 60 2 1,102 433121 PEP IPRICAL 30 2 1,103 433511 NB SOYACARE PMS 60 4 1,104 433711 NB PARA ESSENTIALS 60 4 1,105 434111 NB MULTI-VEGETABLE 60 4 1,106 434211 NB MULTI-FRUIT 60 4 1,107 434411 NB FRUIT POLYPHENOLS 60 4 1,108 434711 NB SOY PREVENTIVE 60 4 1,109 435211 NB CARDIASOY 60 4 1,110 435311 NB PROSTASOY 60 4 1,111 436111 GG GINSENG & ROYAL JELLY 90 4 1,112 436121 GG GINSENG & ROYAL JELLY 180 4 1,113 436211 GG KOREAN GINSENG 90 6 1,114 436221 GG KOREAN GINSENG 180 4 1,115 436611 GG AMERICAN GINSENG 90 4 1,116 436811 GG RED PANAX GINSENG 90 4
18 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - ------------------------------------------------------------------------------------ 1,117 436911 GG TRIPLE GINSENG 90 6 1,118 436921 GG TRIPLE GINSENG 180 6 1,119 437011 GG SIBERIAN GINSENG 90 4 1,120 437021 GG SIBERIAN GINSENG 180 4 1,121 437111 GG SIBERIAN GINSENG & BEE POL 90 4 1,122 437211 GG SIBERIAN GINSENG 30 4 1,123 437311 GG TRIPLE GINSENG 90 6 1,124 437321 GG TRIPLE GINSENG 180 4 1,125 437411 GG MEN'S GINSENG 90 4 1,126 437611 GG TRIPLE GINSENG 90 6 1,127 437621 GG TRIPLE GINSENG 180 6 1,128 440511 HP FIN MIATAKE MUSHROOM 100 4 1,129 440911 NB SHARK LIVER OIL 100 4 1,130 441011 NFING REISHIMUSHROOM 100 4 1,131 441311 NFING SHITAKE MUSHROOM 100 4 1,132 442411 NW NORWEGIAN KELP-14500 100 2 1,133 443111 NW SASPARILLA RT-16700 100 2 1,134 443811 NW FENUGREEK SD-12800 100 2 1,135 446011 HP FIN GUARANA 100 4 1,136 446211 NB ULTRA ACTIVIN 60 4 1,137 446311 NB OLIVE LEAF EXTRACT 90 4 1,138 447311 HP FIN SUMA 100 4 1,139 449029 TL MAXILIFE CARDIOCARE COQ 60 2 1,140 449030 TL MAXILIFE CARDIO PROTECT 60 2 1,141 499031 TL MAXILIFE CARDIO PROTECT 120 2 1,142 449032 TL MAXILIFE CHICKEN COLLA 30 2 1,143 449033 TL MAXILIFE CHOLINE CCKTL 15 2 1,144 449034 TL MAXILIFE DHEA 25MG 30 2 1,145 449035 TL MAXILIFE HOMOCYSTEINE 50 2 1,146 449511 NW CRANBERRY-12150 100 2 1,147 450411 HP FIN ST JOHNS WORT TABLETS 60 6 1,148 450431 HP FIN ST JOHNS WORT TABLETS 120 6 1,149 450511 HP FIN HAWTHORNE 100 4 1,150 451411 HP FIN PSYLLIUM SEED 100 4 1,151 452411 NW NETTLE-15150 100 2 1,152 453211 NW SLPPRY ELM BRK-17100 100 2 1,153 453311 NW SPIRULINA-17200 100 2 1,154 454511 NW ALEOLAX-900 100 2 1,155 454811 NW ASTRAGALUS RT-10180 100 2 1,156 455132 NW DONG QUAI RT-12380 100 2 1,157 455133 NW THISILYN-06958 100 2 1,158 455211 HP FIN SAW PALMETTO 100 12 1,159 455221 HP FIN SAW PALMETTO VALUE SIZE 200 6 1,160 455311 HP FIN KAVA KAVA 100 12 1,161 455321 HP FIN KAVA KAVA VALUE SIZE 200 6 1,162 455411 HP FIN LICORICE 100 4 1,163 455511 HP FIN ST JOHNS WORT 100 36 1,164 455521 HP FING ST JOHNS WORT VALUE SIZ 200 6 1,165 455611 HP FIN GINKGO BILOBA 100 6 1,166 455621 HP FING GINKGO BILOBA VALUE SIZ 200 6 1,167 455711 HP FIN CRANBERRY FRUIT 100 4 1,168 455911 HP FIN DONG QUAI 100 8 1,169 456011 HP FIN HORSETAIL RUSH HERB 100 4 1,170 456111 HP FIN GARCINIA CAMBOGIA 100 4 1,171 456211 HP FIN KUDZU ROOT 100 4 1,172 456311 HP FIN MILK THISTLE 100 6 1,173 456411 HP FIN CHLOROPHYL 100 4 1,174 456511 HP FIN BILBERRY 100 6 1,175 456611 HP FIN ALFALFA 100 4 1,176 456711 HP FIN GOLDENSEAL HERB 100 4 1,177 456811 HP FIN SPIRULINA 100 4 1,178 456911 HP FIN CAYENNE 100 4
19 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - ---------------------------------------------------------------------- 1,179 457011 HP FIN GOTU KOLA 100 4 1,180 457111 HP FIN FEVERFEW 100 4 1,181 457211 HP FIN WILD YAM ROOT 100 4 1,182 457311 HP FIN PYGEUM 100 4 1,183 457411 HP FIN VALERIAN ROOT 100 4 1,184 457511 HP FIN KELP 100 4 1,185 457611 HP FIN GOLDENSEAL ROOT 100 4 1,186 457711 HP FIN ECHINACEA 100 6 1,187 457721 HP FING ECHINACA VALUE SIZE 200 4 1,188 457811 HP FIN DANDELION ROOT 100 4 1,189 459022 NW GARLICIN-6791 30 2 1,190 459311 HP FIN YUCCA STALK 100 4 1,191 459611 HP FIN GINGER 100 4 1,192 460011 ULTRA COLON KIT 120 4 1,193 460211 NW CAYENNE PEPPER-11500 100 2 1,194 460611 NB FOS CAPS 100 4 1,195 461311 HP COLON CARE 60 2 1,196 461611 HP GINKGOGEL 30 2 1,197 462111 NB COLON GUARD 120 4 1,198 465511 HP PARTHENOGEL 30 2 1,199 465611 HP GINSAGEL 30 4 1,200 465711 HP ECHINAGEL 30 2 1,201 465811 HP VALEREGEL 30 2 1,202 465911 HP PALMETTOGEL 30 2 1,203 466111 HP FIN PICROLIV 90 4 1,204 466211 HP FIN 688 MG GOLDENSEAL 100 4 1,205 466311 HP FIN GUGULIPID 90 4 1,206 466411 HP FIN ASHWAGANDHA 90 4 1,207 466511 HP FIN BOSWELLIA 90 4 1,208 466711 HP FIN GYMNESYL 60 4 1,209 466811 HP FIN CITRIN 90 4 1,210 466911 HP FIN CENTELLIN 90 4 1,211 467011 HP FIN VITEX 100 4 1,212 467111 HP FIN FO-TI 100 4 1,213 467511 HP ST JOHNS WORT 30 2 1,214 467711 HP FIN EYEBRIGHT 100 4 1,215 467811 HP FIN CATS CLAW 100 4 1,216 468011 HP FIN ECHINA/GOLDENSEAL 100 4 1,217 468021 HP FING GOLDENSEAL/ECHINACA 200 4 1,218 468111 HP FIN NETTLE 100 4 1,219 468211 HP FIN CURCUMINOIDS 90 4 1,220 468311 HP HYDRASTAGEL 30 2 1,221 468411 HP THISTLEGEL 30 2 1,222 468511 NW ALFALFA LEAVE-10100 100 2 1,223 468711 HP GRAPE SEED EXTRACT 30 4 1,224 468811 HP KAVAGEL 30 2 1,225 485103 GNC CH LIQUID MULTI 2 2 1,226 485105 GNC LIQUID MULTI 5 2 1,227 485107 GNC LIQUID CHROMIUM PICOLINAT 2 4 1,228 485157 GNC LIQUID HAIR SKIN & NAILS 8 2 1,229 485195 GNC LIQ ALPHA LIPOIC 8 2 1,230 485197 NB FIRST AID JELLY 2 4 1,231 485198 NB ASPIRALOE RUB 4 4 1,232 485199 BN EUCALYPTUS RUB 4 4 1,233 490213 NW SAW PALMETTO BERRIES-16758 180 2 1,234 490215 ULTIMATE GARLIC-BLST901394 30 4 1,235 490216 ULTIMATE GARLIC-901393 60 4 1,236 490218 NW GINKGOLD 60MG 50'S-6725 50 2 1,237 490219 NW GINKGOLD 60MG 100'S-6735 100 4 1,238 492801 POP AMER GINSENG 4 2 1,239 492820 GG CHINA GNSNG R JEL B POL 10 10 4 1,240 492821 GG CHINA GNSNG R JEL B POL 30 30 4
20 RETAIL AGREEMENT: GNC-RITE AID OPENING ORDER 12/8/98 EXHIBIT C-1
SUGGESTED RECORD ITEM # DESCRIPTION SIZE ORDER - -------------------------------------------------------------------------------- 1,241 492823 GG GINSENG GUM 10 12 1,242 492824 GG KOREAN GINSENG TEA BAGS 20 20 2 1,243 492825 GG KOREAN GINSENG TEA BAGS 50 50 2 1,244 492826 GG GINSENG DRINK NO/ROOT 4 4 1,245 492827 GG GINSENG DRINK W/ROOT 4 4 1,246 492828 OPTIBOLIC ENERGUM 10 12 1,247 492836 POP KOREAN GINSENG EXT ROOT 8 2 1,248 492837 POP KOREAN GINSENG INST TEA 10 2 1,249 492840 POP KOREAN GINSENG EXTRACT 1 2 1,250 495988 SCH CHONDRIOTIN SULFATE 500MG 60 2 1,251 495989 SCH REGENEX CARDIO SUPPORT FO 60 2 1,252 495990 SCH REGENEX MULTI FORMULA 120 2 1,253 495992 SCH SAW PALMETTO 60 2 1,254 495993 SCH KNOCK OUT 50 2 1,255 495994 SCH GLUCOSAMINE COMPLEX 1000 60 2 1,256 495995 SCH SOY ISOFLAVOUES 60 2 1,257 495996 SCH ENADA NADH 2.5MG 30 2 1,258 495999 SCH REGENEX DIABETIC SUPPORT 60 2 1,259 496024 SCH B-CMPLX 50 SFT-10122 100 2 1,260 496030 SCH C 500 W/RS HPS-10306 100 2 1,261 496031 SCH C 1000 W/RS HP-10310 100 2 1,262 496047 SCH CHILD W/MIN-11406 90 4 1,263 496048 SCH CHILD LIQUID-11405 8 4 1,264 496051 SCH SINGLE DAY-11442 60 2 1,265 496053 SCH TR SINGLE DAY-11448 60 2 1,266 496056 SCH PMS SYSTEM-11460 1 4 1,267 496063 SCH CRANBERRY CONC-10705 90 2 1,268 496076 SCH GUIDE MULTI MIN-12424 90 2 1,269 496095 SCH CHELAT ZINC 50-11242 90 2 1,270 496112 SCH DRY E ALL 400-10405 100 2 1,271 496114 SCH D-ALPHA 400IU-10438 50 2 1,272 496125 SCH DOUBLE DAY TBS-11412 120 2 1,273 496126 SCH PRIME YEARS-11438 100 2 1,274 496128 SCH SINGLE DAY TB-11444 120 2 1,275 496128 SCH SNGL DAY TR TB-11450 120 2 1,276 496129 SCH VEGET MULTI-11458 120 2 1,277 496131 SCH MENOPAUSE SYS-11470 1 4 1,278 496133 SCH WHL FD BASE PK-11493 30 2 1,279 496177 SCH CHILDREN CHEW-11407 180 4 1,280 496195 SCH ULTRA LEAN-12707 60 2 1,281 496208 SCH SR B-CMPLX 100-10137 90 2 1,282 496212 SCH C1000/ROSE HIP-10311 250 2 1,283 496216 SCH DRY E 400 I.U.-10404 50 2 1,284 496220 SCH ED-ALPHA TOC-10439 100 2 1,285 496234 SCH LIQ CALC W/D-11208 90 2 1,286 496298 SCH MEGA HIGH II-11428 120 2 1,287 496317 SCH GINGKO BILOBA-10914 30 2 1,288 496319 SCH ECHINACEA HG-10916 30 2 1,289 496345 SCH WOMEN'S FAT BURNER (12740) 60 2 1,290 496360 SCH PHENCAL 120 (12783) 120 4 1,291 497065 SCH WOMEN'S SOY PROTEIN 16 4 1,292 497070 SCH GLUCARATE BREAST HLTH 60 6 1,293 497075 SCH PAIN FREE (10740) 60 4 1,294 497080 SCH ST JOHNS WORT 300MG 60 2 1,295 497081 SCH ST JOHNS WORT 600MG 60 2 1,296 498208 TL SUPER E COMPLEX SFTGL-297 100 2 1,297 498213 TL METABOLIFT CAPS-741 60 2 1,298 498214 TL OMEGA-3 FISH OIL SFTGL-341 100 2 1,299 498215 TL STRESS B COMPLEX-207 100 2 1,300 498218 TL MEGA L-CARNITINE TAB-54 60 4 1,301 498225 TL CAROTENE CAPS-140 100 2 1,302 498227 TL ANIMAL FRIENDS WAFER-496 100 2
21 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1 Suggested Record Item # Description Size Order - -------------------------------------------------------------------- 1,303 498228 TL ALLERDOPHILUS CAPS-369 100 2 1,304 498230 TL METABOLIFT CAPS-742 120 2 1,305 498232 TL SUPER ENZYME CAPS-385 100 2 1,306 498235 TL B-6100MG CAPS-171 100 2 1,307 498245 TL FOLIC ACID CAPS 800MCG-187 100 2 1,308 498256 TL NO FLUCH NIACIN 50-223 50 2 1,309 498257 TL SUPER E SFTGL 1000IU-299 50 2 1,310 498258 TL SUPER C,E,& CAROTENE-930 50 2 1,311 498259 TL HAIR FACTOR TABLETS-899 100 2 1,312 498262 TL MAXI LIFE COQ10 FORM-917 120 2 1,313 498273 TL SUPER ACIDOPHILUS-360 30 2 1,314 498274 TL MEGA CAROTENE-144 60 2 1,315 498278 TL SUPER E COMPLEX 1000IU-300 100 2 1,316 498279 TL SUPER E COMPLEX 400IU-298 250 2 1,317 498288 TL B-6 CAPS 50MG-170 100 2 1,318 498309 TL B-12 DOTS-175 250 2 1,319 498310 TL ALLERGY A/D 10,000IU-125 100 2 1,320 498312 TL SUPER C,E,& CAROTENE-931 100 2 1,321 498337 TL ALLERGY A 10000IU CP-137 100 2 1,322 498354 TL SUPER ACIDOPHILUS-361 60 2 1,323 498415 TL E-200 CAPS DRY-289 50 2 1,324 498547 TL CREATINE FUEL CAPS-886 60 4 1,325 498548 TL CREATINE FUEL CAPS-887 120 4 1,326 498549 TL CREATINE FUEL PWDR 4-890 4 4 1,327 498601 TL CHOLINE COCKTAIL-706 15 4 1,328 498612 TL GLUCOSAMINE SULFATE-921 30 2 1,329 498614 TL JOINT FACTORS-919 60 2 1,330 498630 TL CREATINE PLUS VAN-260 15 4 1,331 498631 TL CREATINE PLUS CHOC-260 15 4 1,332 498640 TL CREATINE POWDER-476 17 4 1,333 498641 TL MEGA CREATINE-473 60 4 1,334 498642 TL MEGA CREATINE-474 120 4 1,335 498645 TL CREAT COCKTAIL ORANGE 580 28 4 1,336 498651 TL MAXLIFE BRAIN PROT-267 60 2 1,337 498652 TL MAXLIFE COLON PROT-271 60 2 1,338 498653 TL MAXLIFE PROSTATE PROT-279 60 2 1,339 498654 TL MAXLIFE JOINT PROT-273 60 2 1,340 498658 TL CHONDROITIN(CSA)CAPS 60 2 1,341 498659 TL MAXLIFE PREGNENOLONE 30 2 1,342 498661 BO GLUCOSAMINE & CHONDROITIN 60 2 1,343 498662 TL GLUCOSAMINE SULFATE 60 4 1,344 498663 TL GLUCOSAMINE SULFATE 90 2 1,345 498665 TL HMB FUEL PLUS 90 2 1,346 498670 TL GLUCO/CHONDROITIN FORM 41 30 2 1,347 498671 TL GLUCO/CHONDROITIN FORM 703 60 2 1,348 498672 TL GROWTH FUEL 90 2 1,349 498673 TL AMINO FUEL STACK 60 2 1,350 498675 TL MEGA GLUTAMINE FUEL 60 2 1,351 498676 TL MEGA GLUTAMINE FUEL 120 2 1,352 498678 TL CREAT FUEL CHEW ORN381 100 4 1,353 498679 TL CREAT FUEL CHEW FRT 380 100 4 1,354 498680 TL CREAT FUEL CHEW CH 379 100 4 1,355 498685 TL TRIBULUS FUEL 398 100 2 1,356 498687 TL HERBAL PHEN FUEL 632 90 2 1,357 498688 TL HERBAL PHEN FUEL 630 60 2 1,358 498689 TL HERBAL PHEN FUEL 629 30 2 1,359 498690 TL PYRUVATE FUEL 603 60 2 1,360 498710 TL CHOLINE COCKTAIL II + 59 15 2 1,361 498712 TL JOINT COCKTAIL 921 7 2 1,362 498712 TL JOINT FOOD 370 16 2 1,363 498714 TL MEGA SOY EPS 477 30 2 1,364 498716 TL TRIP WHEY FUEL CHOC 750 13 2
22 GNC-RITE AID OPENING ORDER Retail Agreement: 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - ------------------------------------------------------------------------------- 1,365 498717 TL TRIP WHEY FUEL VAN 766 13 2 1,366 498718 TL TRIPLE WHEY FUEL UNFLA 13 2 1,367 498720 TL GLYCEROL FUEL 16 2 1,368 499001 TL MAXILIFE JOINT PROTECT 120 2 1,369 499002 TL MAXILIFE MEGA SOY COP 60 2 1,370 499003 TL MAXILIFE MENS PROTECTOR 60 2 1,371 499004 TL MAXILIFE MULTI-CARTENE 30 2 1,372 499005 TL PHOSPHATIDYLSERINE 30 2 1,373 499006 TL PHYTONUTRIENT COCKTAIL 6 2 1,374 499007 TL PHYTONUTRIENT PROTECTOR 60 2 1,375 499008 TL MAXILIFE PREGNENOLONE 60 2 1,376 499009 TL MAXILFIE RESUERATROL 30 2 1,377 499012 TL MAXILFIE SELENOMAY CAP 30 2 1,378 499013 TL MAXILIFE SELENOMAY CAP 60 2 1,379 499018 TL BILAYER C1000 W/CIT B 100 2 1,380 499020 TL C-1000 TABS 100 2 1,381 499028 TL MAXILIFE CARDIOCARE CO 30 2 1,382 499036 TL MAXILIFE HOMOCYSTEINE 100 2 1,383 499037 TL MAXILIFE JOINT FOOD LI 32 2 1,384 499055 TL GLUCOSAMINE SULFATE CP 30 2 1,385 499059 TL MAXILIFE ST JOHNS WART 60 2 1,386 499060 TL MAXILIFE SOY COCKTAIL 1 2 1,387 499061 TL MAXILIFE ST JOHNS WORT 30 2 1,388 499068 TL MAXILIFE PROSTATE PROT 30 2 1,389 499069 TL OCUGUARD PLUS CPS 120 2 1,390 499073 TL JOINT FACTOR CPS 120 2 1,391 499074 TL MAXILIFE MULTICAROTENE 60 2 1,392 522050 TL NO EPH METABOLIFT 661 60 12 1,393 522051 TL NO EPH METABOLIFT 662 120 12 1,394 523255 NAP MILK THISTLE LIQ 4 2 1,395 523256 NAP HERBAL PROSTA SURE LIQ 4 2 1,396 523257 NAP HERB RELAX KAVA KAVA LIQ 4 2 1,397 523258 NAP HERBAL ENRGY GINSNG LIQ 4 2 1,398 523259 NAP CRAN RELIEF CRANBRY LIQ 4 2 1,399 523260 NAP HERBAL DEFENSE ECHIN LIQ 4 2 1,400 523263 NAP HAWTHORNE LIQUID 1 2 1,401 523264 NAP VALERIAN ROOT LIQUID 1 2 1,402 523265 NAP BLACK COHOSH LIQUID 1 2 1,403 523266 NAP ST JOHNS WORT LIQUID 1 2 1,404 523267 NAP WILD YAM LIQUID 1 2 1,405 523268 NAP ASTRAGALUS 1 2 1,406 523270 INP LIQUID MSM 8OZ 2 1,407 523271 INP LIQ GLUCOSAMINE 80Z 8OZ 2 1,408 523273 NSI LIQUID B-12 2OZ 6 1,409 523274 NSI LIQUID B-COMPLEX 202 6 1,410 523275 NSI LIQ CO Q10 2 2 1,411 523276 NSI LIQ L-CARNITINE 2 2 1,412 523277 NSI LIQ CALCIUM 2 6 1,413 523278 NSI LIQ CHROMIUM 2 2 1,414 523279 NSI LIQ ALPHA LIPOIC ACID 2 2 1,415 523507 ON CARDIO NUTRITION 90 2 1,416 523508 ON BRAIN NUTRITION 90 2 1,417 523510 ON TUNA OIL 90 2 1,418 528661 PC-GLUCOSAMINE CHONDROITIN 60 2 1,419 532117 BODY PYRUVABURN DAYTIME 9024 60 2 1,420 532119 BODY PYRUVABURN PM 9025 60 2 1,421 532125 BODY THERMOPHEN 120 9039 120 2 1,422 532136 BODY LONGEVITY CEREBROGAIN 30 2 1,423 541811 GNC PREGNENOLONE 50 MG 60 2 1,424 543411 GNC MENS DHEA VP 30 6 1,425 543811 GNC TR DHEA 25MG 30 4 1,426 543821 GNC TR DHEA 25MG 90 6
23 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - ------------------------------------------------------------------------------------ 1,427 544159 NAT CITRIMAX + W/CHRMATE-130 90 2 1,428 544180 GNC DHEA 25MG 30 4 1,429 544181 GNC DHEA 25MG 90 6 1,430 544182 NAT KAVATROL 30 2 1,431 544183 NAT ACTIVIN 60 2 1,432 544185 NAT TONALIN 1000-CLA 60 2 1,433 547111 GNC IMMUNE 7-KETO 30 6 1,434 548600 MN BEE POLLEN & GINSENG 90 2 1,435 548605 MN SUP PURE ENRGY 60 2 1,436 548618 MN GRAPE SEED EXTRACT 60 2 1,437 548626 MN GINKGO BILOBA EXTRACT 60 2 1,438 576211 BN GINKGO BILOBA 60 4 1,439 585939 SN ELECTRA COLLOIDAL TRACE 32 2 1,440 585940 SN DIET-PHEN 45 6 1,441 585969 GNC MULTI COLLOIDAL MIN 32 8 1,442 613412 CN CYTOMAX TRP FRT 2 24 1,443 614127 CN CYTOMAX ORANGE 2 24 1,444 653331 METAFORM STRAWBERRY 20 (52048 20 4 1,445 653341 METAFORM HEAT CHOC/RAS 12 4 1,446 653351 WDR META HEAT CREAM 52208 12 4 1,447 653371 METAFORM VANILLA 57171 20 4 1,448 653375 METAFORM VANILLA 60 57173 60 4 1,449 653379 METAFORM VAN SINGLE 52410 72 4 1,450 653381 METAFORM CHOCOLATE 57181 20 4 1,451 653389 METAFORM CHOC SINGLE52411 72 4 1,452 653391 METAFORM STRAW 57190 20 4 1,453 653412 METAFORM METACUTS (52473) 120 4 1,454 653413 METAFORM PAIN FREE (52475) 60 4 1,455 653415 METAFORM NEURODRIVE (52477) 720 4 1,456 653416 METAFORM HYPERBERRY 52440 1248 4 1,457 653417 METAFORM HYPERGRAPE 52476 1200 4 1,458 653418 METAFORM MEGABOLIN (52471) 20 4 1,459 653419 METAFORM METACUTS (52472)60 60 4 1,460 653420 METAFORM CREATINE (52479) 400 4 1,461 653421 METAFORM CREAT 9500 52478 430 4 1,462 653422 METAFORM TRIBESTAN (52427) 60 4 1,463 653425 METAFORM METACUTS CHOC PWD 700 4 1,464 653426 METAFORM PAIN FREE 30'S 30 4 1,465 653427 METAFORM METADRENE CAPS 90 4 1,466 653428 METAFORM NEURODRIVE CAPS 120 4 1,467 653430 METAFORM CELLVOL ATS 2 4 1,468 653431 METAFORM METAPLEX CHOC 10 4 1,469 653433 METAFORM METAPLEX VAN 10 4 1,470 653435 METAFORM METAPLEX STRAW 10 4 1,471 653440 METAFORM METAPRO VAN 3 4 1,472 653441 METAFORM METAPRO CHOC 3 4 1,473 653660 PP PRO-PROTEIN-CHOCOLATE 43 24 1,474 653670 PP PRO-PROTEIN 43 24 1,475 653680 PP CTRN TRANS GRAPE 43 24 1,476 653690 PP CREATINE PLUS TRANS 1080 6 1,477 653693 PP CREATINE TRANSPORT-GRAPE 1080 6 1,478 653705 PP CREATINE TRANSPORT 43 24 1,479 653711 PP 1850 WT GN BANANA SPLIT 4 2 1,480 653945 WMS SOY SOLUTION 520 6 1,481 653950 CHAL SOY SOLUTION 16 8 1,482 653955 CHAL SOY SOLU CHOC 566 8 1,483 653965 CHAL SOY NO ASP VANILLA 555 4 1,484 654020 CHAL CREATINE FRUIT PUNCH 640 12 1,485 654025 CHAL-CREATINE-LEMONADE 495 12 1,486 654031 PP-TRANS NEURO 390 390 2 1,487 654041 CHAL-TRANS NEURO 455 2 1,488 654045 PP-TRANSNEURO-LEMONLIME 13 24
24 GNC-RITE AID OPENING ORDER Retail Agreement: 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - ------------------------------------------------------------------------------- 1,489 654055 WNS CREATINE 200GM 200 2 1,490 654060 CHAL CREATINE POWDER 150 150 6 1,491 654065 CHAL CREATINE POWDER 300 300 6 1,492 658100 PRO-TRIPLE WHEY-CHOCOLATE 425 2 1,493 658110 PRO-TRIPLE WHEY-VANILLA 425 2 1,494 658211 PP 2200 GOLD CHOC 6 2 1,495 658221 PP 2200 CHOC TRIAL 1 12 1,496 658511 PP 2200 GOLD VAN 6 2 1,497 658522 PP 2200 CREAM TRAIL 1 12 1,498 658549 PP 2200 TR BLK CHERRY 1 12 1,499 658705 PP WHEY CONCENTRATE CHOC 470 2 1,500 658710 PP WHEY CONCENTRATE VANILLA 460 2 1,501 658715 PP WHEY PROTEIN-ORIGINAL 24 2 1,502 658735 PP WHEY MANDARIN ORANGE 24 2 1,503 658737 PP WHEY NO ASP MANDARIN 903 2 1,504 659311 PP 1850 VANILLA 4 2 1,505 659319 PP 1850 TRIAL VANILLA 1 12 1,506 659321 PP 1850 VANILLA 8 2 1,507 659411 PP 1850 CHOCOLATE 4 2 1,508 659419 PP 1850 TRIAL CHOCOLATE 1 12 1,509 659421 PP 1850 CHOCOLATE 8 2 1,510 659430 PP 1850 CHOC CHOC CHIP 4 2 1,511 659521 PP 1850 WILD BERRY 8 2 1,512 659722 PP 1850 STRW/BANANA 4 2 1,513 659742 PP 1850 CHOC/CHOC CHIP 8 2 1,514 674411 PP DHEA 30 2 1,515 675611 PP VANADYL PLUS 180 2 1,516 677211 PP BCAA SOFT GEL 120 6 1,517 677221 PP BCAA 250 4 1,518 677711 PRO-CREATINE POWDER 4 12 1,519 677722 PP CREATINE-8.8 9 10 1,520 677732 PP CREATINE-454 454 6 1,521 677745 PP CREATINE POWDER 1KG 1000 12 1,522 677751 PP CREATINE PLUS 200 200 6 1,523 677755 PP CREATINE PLUS 350 350 6 1,524 677811 PP CREATINE 120 6 1,525 677911 PP WATER BALANCE 100 2 1,526 679111 PP CUTTING ADVANTAGE 120 2 1,527 697256 YUMMI BEARS 50MG/60CT 60 2 1,528 697257 YUMMI BEARS-MULTIVITAMIN 60 2 1,529 697258 OL HEALTHY BEARS 9 2 1,530 700511 PN COQ10 FORMULA 60 4 1,531 700911 PN ULTRA LIVER 60 2 1,532 701011 PN IMMUNO GAIN W/7-KETO 90 2 1,533 702111 PN SG CO110 120 MG 30 2 1,534 702211 PN NEURO SUPPORT 60 2 1,535 702411 PN HOMOCYSTEND 90 2 1,536 704711 NW BARLEY GRASS-10250 100 2 1,537 704811 NW BUTCHERS BROOM-11250 100 2 1,538 705211 GNC CCU W/GLUC,D & SOY 30 4 1,539 705711 NW GINGER ROOT-13100 100 2 1,540 706917 NW ECHINACEA/ESTER C-417 100 2 1,541 706922 NW ECHINAGUARD-3530 3 2 1,542 706923 NW ECHINAGUARD-3520 2 2 1,543 706925 NW-ST JOHN'S WORT 100 2 1,544 706929 NW-NOURMINS 60'S 60 2 1,545 706943 NW-ST JOHN'S WORT 63000 90 2 1,546 706945 NW PROSTACTIVE SAW PALMET 30 2 1,547 706946 NW BILBERRY STANDARDIZED 90 2 1,548 706947 NW GINKO BILOBA STDIZED 60 2 1,549 706949 NW PYGEUM STDIZED 60 2 1,550 706950 NW VALERIAN STDIZED 90 2
25 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1 Suggested Record Item# Description Size Order - ---------------------------------------------------------------------------- 1,551 706951 NW KAVA STDIZED 60 2 1,552 706952 NW MILK THISTLE STDIZED 60 2 1,553 706953 NW SAW PALMETTO STDIZED 60 2 1,554 706954 NW ST JOHN'S WORT EXTRACT 2 2 1,555 706955 NW KAVA KAVA EXTRACT 2 2 1,556 706956 NW CRANBERRY STDIZED 100 2 1,557 706957 NW ECHINACEA STDIZED 60 2 1,558 709223 SFI WHITE LIGHTNING FRT PUNCH 22 24 1,559 709234 SFI AVALANCHE LEMONLIME 22 24 1,560 709235 SFI AVALANCHE FRUIT PUNCH 22 24 1,561 709236 SFI WHITE LIGHTNING GRAPE 22 24 1,562 709238 SFI WHITE LIGHT BAR STRAW 3 24 1,563 709239 SFI WHITE LIGHT BAR PNT 3 24 1,564 709240 SFI WHITE LIGHT BAR CHOC 3 24 1,565 709511 NB WINE&GREEN TEA POLYPHEN 60 4 1,566 709611 NB GENISTEIN PLUS 60 8 1,567 709711 NB INDIAN CELERY SEED EXT 60 4 1,568 709911 NB GRAPE SEED 60 4 1,569 710011 LL GINKGO 1000 60 2 1,570 710111 NB CURCUMINOIDS 90 4 1,571 710711 NB CAROT COMPLEX 90 4 1,572 710811 NB-ISOFLAVUNES 90 8 1,573 711811 NB POLYPHENOLS 90 4 1,574 711911 NB-LYCOPENE-NEW 90 4 1,575 712011 NB LUTEIN-NEW 90 4 1,576 712111 PN FOUNDATION ANTIOXIDANT 30 2 1,577 712211 PN CHONDROITIN ZYME 100 2 1,578 712511 PN MALIC ACID FORMULA 120 2 1,579 712611 NB LYCOPENE PLUS 30 4 1,580 713711 PN OSTEO SURE 120 4 1,581 714011 PN JOINT SUPPORT 120 4 1,582 714611 LL POWER TIME 60 2 1,583 714710 LL MEGA SUPER CHARGE REF 45 2 1,584 714910 GFC GREEN MAGMA 3 2 1,585 714911 GFC GREEN MAGMA 5.3 5 2 1,586 714913 GFC GREEN MAGMA PLUS 5 2 1,587 714914 GF VEGGIE MAGMA 5 2 1,588 715006 NMAX SUPER DIET MAX 60 2 1,589 715007 NMAX SUPER DIET MAX 90 2 1,590 715009 NMAX SUPER DIET MAX 180 2 1,591 715072 NMAX GINSAMAX 30 30 2 1,592 715090 NMAX SUPER DIET MAX FOR MEN 90 2 1,593 715201 NMAX DIET MAX CHITOSAN 250MG 240 2 1,594 715210 NMAX-THIN-THIN 30 2 1,595 715411 PN CHOL-X 60 2 1,596 716411 PN GLUC-CHON COMPLEX 120 4 1,597 716811 PN COQ10 COCKTAIL 15 2 1,598 717111 GNC CALCIUM CITRATE MALATE PL 120 8 1,599 717121 GNC CCM PLUS 240 8 1,600 718911 PN SG COQ10 30MG 60 6 1,601 718921 PN SG COQ10 30MG 120 4 1,602 719511 PN CARTILAGE FORMULA 120 2 1,603 719611 PN GINKGO BILOBA FORMULA 30 2 1,604 719811 PN GLUCOSAMINE FORMULA 60 6 1,605 720611 PN MULTI-OIL FORMULA 120 2 1,606 720711 PN PROANTHOCYANIDIN 30 MG 60 2 1,607 721001 PN WOMEN'S MULTIPLE 60 4 1,608 721011 PN WOMEN'S MULTIPLE 120 2 1,609 721111 PN BALANCED-B 120 2 1,610 721411 PN MENS MULTIPLE 60 4 1,611 721421 PN MENS MULTIPLE 120 2 1,612 724011 PN PYCNOGENOL 60 6 26 Retail Agreement: GNC-Rite Aid Opening Order 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - -------------------------------------------------------------------------------- 1,613 724021 PN PYCNOGENOL 50MG 30'S 30 4 1,614 724311 PN COQ10 10MG 90 4 1,615 725611 PN COLON CARE 120 4 1,616 725911 PN BAL. AMINO ACIDS 60 2 1,617 726111 PP PRO CHROME 100 2 1,618 726121 PP PRO CHROME 200 2 1,619 726311 PN E COMPLEX 60 2 1,620 726411 PP STEROL COMPLETE REFORM 90 2 1,621 726701 PN CELL PROT TABS 60 2 1,622 726711 PN CELL PROT TABS 120 4 1,623 727711 PN BETA CAROTENE COMPLEX 120 2 1,624 727911 PN ENH. GARLIC 120 2 1,625 728011 PN MULTI ENZYME FORMULA 120 2 1,626 728111 PP PRO CHROME II 30 2 1,627 728121 PP PRO CHROME II 60 2 1,628 729821 PN C3ELL PROT SOFTGEL 90 2 1,629 730311 PN BONE FORMULA CAP 120 2 1,630 730811 PN OCULAR FORMULA 60 4 1,631 730911 PN ENH. CRANBERRY 60 2 1,632 731011 PN PRIOBIOTIC FORMULA 60 2 1,633 731411 PN PROANTHOCYANIDIN 50 MG 60 6 1,634 731711 PN COQ10 100MG 30 6 1,635 732011 PN COQ10 30MG 60 6 1,636 732111 PN COQ10 50MG 60 6 1,637 732611 PN SG COQ10100MG 30 6 1,638 732811 PN CLEANSING CAPS 120 6 1,639 732821 PN CLEANSING FORMULA 240 4 1,640 733211 PN SG COQ1050MG 60 6 1,641 733218 HP COQ10 50MG 60 2 1,642 733901 PN CELL PROT CAPS 60 2 1,643 733911 PN CELL PROT CAPS 120 4 1,644 737411 PN RESISTANCE 120 2 1,645 737611 PN 100MG PROANTHOCYANIDIN 30 2 1,646 737811 PN FLAVONOID FORMULA 30 2 1,647 738311 PN C-COMPLEX REFORMULATED 120 2 1,648 738811 TL MEGA L-CARNITINE TAB 500-5 30 4 1,649 743211 PP L-GLUTAMINE 90 4 1,650 743612 PP REF CUTTING ADV CHOCOLATE 2 2 1,651 743712 PP REF CUTTING ADV VANILLA 2 2 1,652 746931 PP ADV PROT PWDR CHOC 16 2 1,653 747011 PP ARGENTINE RAW LIVER 100 4 1,654 747021 PP ARGENTINE RAW LIVER 250 2 1,655 747131 PP ADV PROT PWD VANILLA 16 2 1,656 747141 PP ADV PROT BANANA 1 2 1,657 747611 PP X-S CO Q 10 70 4 1,658 747811 PP VANADYL SULFATE 150 2 1,659 749811 PN ALPHA LIPOIC ACID FORMULA 60 2 1,660 750311 PP L-ARGININE 60 2 1,661 750411 PP L-ORNITHINE 60 2 1,662 750511 PP GLUCOSAMINE 60 2 1,663 750711 PP CHEW CREAT LLIME 40 6 1,664 750911 PP CHEW CREAT ORANGE 40 6 1,665 752511 PP AMINO 1000 60 6 1,666 752521 PP AMINO 1000 120 6 1,667 752611 PP AMINO GOLD 1000 60 4 1,668 752811 PP HMB 120 6 1,669 753611 PN RESERVATROL 120MG 60 2 1,670 753911 PP SPECIAL FORCES 60 2 1,671 756311 PP GLTMN AKG CREATINE 120 2 1,672 756511 PP CLA CREATINE 90 2 1,673 759811 PP TP 3 ANTIOXIDANT 50 2 1,674 760011 PP EPA-DHA 500MG 60 2
27 Retail Agreement: GNC-Rite Aid Opening Order 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - -------------------------------------------------------------------------------- 1,675 760411 PP L-CARNITINE 500MG 60 2 1,676 760611 PP L-ARGININE & L-ORNITHINE 60 2 1,677 760811 PP TP-1 D-RIBOSE 30 2 1,678 760911 PP SH TRIBULUS 625 50 6 1,679 761011 PP SH METAFLEX 50 2 1,680 761111 PP WS PROTEIN SUPPORT 454 2 1,681 761115 CH VITAMOO 570 2 1,682 761211 PP SH TR CIWUJA 50 2 1,683 761311 PP TP2 XPHEDRA W/CLA 60 2 1,684 761411 PP TP3 JOINT ANTINFLAM 60 2 1,685 761711 PP TYROSINE 1GM 60 2 1,686 761911 PP PRO FRUIT PUNCH 900 6 1,687 762011 PP TYROSINE SYNEPHRINE 60 2 1,688 762111 PP-KETO-THERM 30 6 1,689 762212 PRO PERF 60-40 VANILLA 504 4 1,690 762311 PP TP1 INCREASED ENERGY 210 4 1,691 762315 WINS SOY ISOFLAV SOURCE 16 6 1,692 762512 PRO PERF-40-30-30 VANILLA 504 4 1,693 762515 PRO PERF 40-30-30 CHOCOLATE 504 4 1,694 762812 PRO PERF 50-30-15-VANILLA 504 2 1,695 762815 PRO PERF 55-30-15 CHOCOLATE 504 2 1,696 762912 PRO PERF 70-20-10 VANILLA 504 2 1,697 762920 OPT-MEAL REPLACEMENT-VANILLA 504 2 1,698 762925 OPT-MEAL REPLACEMENT-CHOCOLATE 504 2 1,699 763111 PP NAC 600MG 30 2 1,700 763211 PP AMINOGEN 90 2 1,701 763311 PP TRIBULIVER PROTECT 45 6 1,702 763511 PP-GLUTAMINE PETTIDE 60 2 1,703 763911 PP-CHRYSIN 60 4 1,704 764411 PP VANADYL-PYRUVATE 120 2 1,705 765211 PP GLYCOGEN ADVANTAGE 60 2 1,706 765411 PP PRO-RIPPED PLUS 60 2 1,707 765811 PP HMB-240 240 2 1,708 765911 PP PHOSPHATIDYLSORING 30 2 1,709 766311 PP TP-2 EXERCISE ENERGY-DCA 60 2 1,710 767111 PP GLUTAMINE POWDER 454 2 1,711 767311 PP SOLUTINE 16 2 1,712 767511 PP-SH-X-PHEDRA 60 2 1,713 773102 TL NO EPH DIET FUEL 647 120 6 1,714 773103 TL NO EPH DIET FUEL 648 180 6 1,715 773112 TL DIET FUEL 60-322 60 24 1,716 773113 TL DIET FUEL 120-323 120 24 1,717 773114 TL ADV DIET FUEL CHOC-105 2 2 1,718 773115 TL ADV DIET FUEL-VAN-107 2 2 1,719 773116 TL DIET FUEL CAPS-114 180 12 1,720 775221 TL OPTIFUEL 2 VANILLA-848 3 2 1,721 775231 TL OPTIFUEL 2 CHOCOLATE-845 3 2 1,722 776600 AMF GLUCO/CHONDROITIN 60 2 1,723 777821 AMF ESTROVEN 30 5 1,724 777822 AMF BLACK COHOSH 60 2 1,725 777826 AMF SOY MAX 60 2 1,726 777827 AMF GINKO PLUS 60 2 1,727 777828 AMF 12 GINSENGS 90 2 1,728 777846 AMG GLUCO/CHOND ORANGE DR 216 2 1,729 786514 HPF LLC HERBAL PF 60 6 1,730 786516 HPF LLC HERBAL PF STAGE 2 60 6 1,731 766531 HPF SENERGY 120 2 1,732 792311 TL VEGE FUEL-840 1 2 1,733 811640 TL WHEY FUEL VANILLA 10 2 1,734 816321 AH ROYAL BRITANY EPO 100 2 1,735 816322 AH ROYAL BRITANY 200 2 1,736 820012 BO ORG ECHINAGOLD 2 2
28 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - ---------------------------------------------------------------------- 1,737 821011 CH AMINO 2000 180 2 1,738 821411 CA AMINO 1875 120 2 1,739 821711 CHAL PYRUVATE 500MG 90 2 1,740 821911 CHAL ANABOLISM 60 2 1,741 822011 CHAL CHROMIUM PIC 500 2 1,742 822111 CHAL VANADYL SULFATE 500 2 1,743 822211 CHAL CREATINE 500 6 1,744 822311 CHAL CREATINE CHEWABLE 100 6 1,745 823111 CHAL-CLA-500MG 120 2 1,746 823511 CHAL GLUTAMINE 90 2 1,747 874701 TL GLUTAMINE FUEL-415 60 2 1,748 874702 TL GLUTAMINE PWDR-414 4 2 1,749 874703 TL SUPER VANADYL FUEL-419 60 2 1,750 874811 TL AMINO FUEL 1500-554 50 2 1,751 875112 TL LIQUID C 8 6 1,752 875113 TL LIQUID B COMP. 4 6 1,753 875411 TL AMINO FUEL 2000 TABS-755 100 2 1,754 875421 TL AMINO FUEL 2000 TABS-756 150 2 1,755 875511 TL AMINO FUEL LIQUID CONC-745 16 2 1,756 875521 TL AMINO FUEL LIQUID CONC-746 32 2 1,757 875611 TL AMINO FUEL CHEW WAFER-744 50 2 1,758 876411 TL AMINO FUEL TABS-751 60 2 1,759 876421 TL AMINO FUEL TABS-752 150 2 1,760 876431 TL AMINO FUEL TABS-753 250 2 1,761 876511 TL AMINO FUEL POWDER-747 2 2 1,762 881632 TL YOHIMBE FUEL-282 100 2 1,763 881633 TL JOINT FUEL 284 60 4 1,764 881634 TL JOINT FUEL 285 120 2 1,765 881641 TL WHEY FUEL CHOC 534 10 2 1,766 881711 TL GAINERS FUEL 2500 CHOC-806 9 2 1,767 881721 TL GAINERS FUEL 2500 VAN-809 9 2 1,768 881731 TL GNRS FUEL 2500 STRAW-807 9 2 1,769 881912 TL RIP FUEL CHOC-550 1 2 1,770 881913 TL RIP FUEL PUNCH-552 1 2 1,771 881991 TL RIPPED FUEL 664 60 12 1,772 881992 TL RIPPED FUEL 665 120 12 1,773 881993 TL RIPPED FUEL 668 200 12 1,774 883152 TL RX FUEL VAN 10 PACK-154 27 2 1,775 883851 TL RX FUEL CHOC 10 PACK 153 28 2 1,776 884561 PP PYRUVATE 750MG 60 4 1,777 884562 PP PYRUVATE 750MG 120 4 1,778 885183 BO KAVA KAVA LIQUID 1 2 1,779 885211 TL MASS FUEL VAN-321 4 2 1,780 885212 TL MASS FUEL CHOC-320 4 2 1,781 886411 NN NOW PRO BIOTICS 60 4 1,782 886413 NN-RHINO ACIDOPHILUS 60 2 1,783 886414 NN-RHINO CALCIUM 60 2 1,784 886415 NN-RHINO ECHINACEA 60 2 1,785 886416 NN-RHINO VITES 90 2 1,786 886635 BIO REM COLIC-BR635 1 2 1,787 886636 BIO REM EARACHE-BR636 1 2 1,788 886637 BIO REM TEETHING-BR637 1 2 1,789 886661 BIO REM CHIL COUGH SYR-BR661 4 2 1,790 886670 GNC SILVER 2 2 1,791 886671 GNC SILVER 4 2 1,792 886672 GNC TRACE MINERALS 2 2 1,793 886673 GNC TRACE MINERALS 4 2 1,794 886675 GNC CHROMIUM/VANADIUM 4 2 1,795 887911 GNC NO CHOL FISH BODY OILS 90 6 1,796 887931 GNC NO CHOL FISH BODY OILS 180 6 1,797 888831 BO GINERGY 30 2 1,798 891211 BO SUP GUARANA-1000 MG 30 2
29 Retail Agreement: GNC-RITE AID OPENING ORDER 12/8/98 Exhibit C-1
Suggested Record Item # Description Size Order - -------------------------------------------------------------------------------------------- 1,799 891215 BO ECHINACEA 1 2 1,800 891221 BO SUP GUARANA-1000MG 90 2 1,801 891225 BO SHARK CART ENTERIC COATE 100 2 1,802 917521 ER SPIRULINA 100 4 1,803 919021 PLAB VITALER 100 CT 100 2 1,804 932311 GNC ALIVE PROG 60 6 1,805 932511 OPT SYSTEM LF 14 8 1,806 932611 OPT PYRU-PHEN VP 14 6 1,807 932811 PP TP BODY BUILDING KIT 1 2 1,808 951611 TL MEGA COQ10 CAPS-590 50 2 1,809 951621 TL MEGA COQ10 CAPS-591 100 2 1,810 960211 GNN MAX POTENTIAL 30 2 1,811 961711 GNC CAL/MAG/ZINC 180 8 1,812 962611 CHAL FREEFORM AMINO ACID REFR 100 2 1,813 962621 CHAL FREEFORM AMINO ACID REFM 150 2 1,814 963852 HIGH SPIRITS 60 2 1,815 963874 GNN SHARP EDGE 120 2 1,816 966406 MLO GENISOY VANILLA SHAKE 25 2 1,817 966407 MLO GENISOY CHOCOLATE SHAKE 25 2 1,818 966413 MLO GENISOY NATURAL PROTEIN 18 2 1,819 975611 GNC GTF CHROM 200MCG YSTFREE 60 4 1,820 999598 MEN'S BIOTIN HAIR GEL 4 2 1,821 999623 GNC MEN'S BIOTIN SHAMPOO 12 2 1,822 999624 GNC MEN'S BIOTIN CONDITIONER 12 2 1,823 999718 GNC TEEN SKIN ACNE MASK 4 2 1,824 999719 MEN'S POLYSORBATE 80 12 2 1,825 999835 GNC TEEN SKIN KIT 1 2 1,826 999836 GNC TEEN SKIN TONER 4 2 1,827 999837 GNC TEEN SKIN CLEANSER 2 2 1,828 999838 GNC TEEN SKIN DAY LOTION 2 2
30 RETAIL AGREEMENT EXHIBIT D LIST OF CERTAIN RITE AID PLAN-O-GRAM PRODUCTS An Agreement Exhibit D RA Planogram
UPC Stockcode Long Description - ------------------------------------------------------------ 7660036320 301749 A.H. EPO 500 MG SGC 100CT - ------------------------------------------------------------ 7663003632 301749 A.H. EPO 500 MG SGC 100CT - ------------------------------------------------------------ 7660501040 301745 A.H. PAPAYA ENZYME 250 CT - ------------------------------------------------------------ 7660502047 301747 A.H. PAPAYA ENZYME SUPER 180CT - ------------------------------------------------------------ 7660502030 301746 A.H. PAPAYA ENZYME SUPER 90 CT - ------------------------------------------------------------ 7631430080 4732647 AC EMERGENC JETLAG 18CT 3008 - ------------------------------------------------------------ 7631430081 4732646 AC EMERGENC LEM/LIM 36CT 3008 - ------------------------------------------------------------ 73924920838 316004 ADV RL ENERGIA BAR CARMEL - ------------------------------------------------------------ 73924920835 315975 ADV RL ENERGIA BAR CHOC - ------------------------------------------------------------ 73924920846 315976 ADV RL ENERGIA BAR RASPBERRY - ------------------------------------------------------------ 7663003230 4728745 AH 30 EVE PRIM OIL 1300MG 325 - ------------------------------------------------------------ 7663001544 4732629 AH ACIDOPHILUS 100 CAPS 0154 - ------------------------------------------------------------ 7663011101 4732627 AH NAT VITC CHW500MG 50WF 1110 - ------------------------------------------------------------ 7663050103 4732624 AH ORIG PAPYA ENZ CHW100TB5010 - ------------------------------------------------------------ 30245045060 322104 ALTERRA 60 CT - ------------------------------------------------------------ 9296100815 300201 AMINO HBV 1250 TABLETS 120S - ------------------------------------------------------------ 73924921038 398702 ARTHRED-G 119 GRM - ------------------------------------------------------------ 1650008509 31006 BUGS BUNNY VIT W/C 60S - ------------------------------------------------------------ 1650007630 33531 BUGS BUNNY W/MIN 60S - ------------------------------------------------------------ 30178025101 4712093 CALCET W/D 100 TABS - ------------------------------------------------------------ 30005550924 322107 CALTRATE 600 + D 120 CT TB - ------------------------------------------------------------ 30005550919 33635 CALTRATE 600 +D 60S - ------------------------------------------------------------ 30005551019 33615 CALTRATE 600 TABS 60S - ------------------------------------------------------------ 30005555619 300209 CALTRATE PLUS CALCIUM TABS 60S - ------------------------------------------------------------ 30005556719 314304 CALTRATE PLUS CHEW FRUIT 60S - ------------------------------------------------------------ 30005423936 322108 CENTRUM 180 CT TABLETS - ------------------------------------------------------------ 30005422219 3004467 CENTRUM KIDS + CALCIUM - ------------------------------------------------------------ 30005423419 30997 CENTRUM KIDS COMPLETE TAB 60CT - ------------------------------------------------------------ 30005424919 34936 CENTRUM KIDS EXTRA C 60CT - ------------------------------------------------------------ 30005434361 33608 CENTRUM LIQUID 8OZ - ------------------------------------------------------------ 30005417723 30936 CENTRUM SILVER 100S - ------------------------------------------------------------ 30005417719 33609 CENTRUM SILVER 60S - ------------------------------------------------------------ 30005423919 34272 CENTRUM TAB 60S IIM - ------------------------------------------------------------ 30005423930 33604 CENTRUM VIT TAB 100+30 II - ------------------------------------------------------------ 30178081512 322125 CITRACAL + D ECONOMY 120 CT - ------------------------------------------------------------ 30178080001 30272 CITRACAL CALCIUM 100 - ------------------------------------------------------------ 30178081560 30173 CITRACAL CAPLET W/D 60S - ------------------------------------------------------------ 30178080020 322124 CITRACAL ECONOMY SIZE200 CT - ------------------------------------------------------------ 7073453005 322093 CS BLEND GINKGO SHARP 30CT - ------------------------------------------------------------ 7073453003 322094 CS BLEND GINSENG ENERGY 30CT - ------------------------------------------------------------ 7073453009 322095 CS BLEND HEART HEALTH 30CT - ------------------------------------------------------------ 7073453010 322096 CS BLEND MOOD MANDER 30CT - ------------------------------------------------------------ 7073452102 322097 CS BLEND PROSTATE HEALTH 30CT - ------------------------------------------------------------ 7073453004 322098 CS BLEND SLEEPYTIME EXTRA 30CT - ------------------------------------------------------------ 7073453000 322099 CS BLEND TENSION TAMER 30CT - ------------------------------------------------------------ 7073453006 322100 CS BLEND TOTAL ANTIOXIDNT 30CT - ------------------------------------------------------------ 7073453001 322092 CS BLND ECHINC COLD SEASN 30CT - ------------------------------------------------------------ 7073450550 322085 CS SINGEL SUP ECHINACEA 30CT - ------------------------------------------------------------ 7073410460 322084 CS SINGLE SUP CRANBERRY 30 CT - ------------------------------------------------------------ 7073411370 322086 CS SINGLE SUP GARLIC 30CT - ------------------------------------------------------------ 7073453008 322087 CS SNGL SUP GINKGO BILOBA 30CT - ------------------------------------------------------------ 7073453007 322088 CS SNGL SUP GREEN TEA EXT 30CT - ------------------------------------------------------------ 7073450950 322089 CS SNGL SUP PANAX GINSENG 30CT - ------------------------------------------------------------ 7073451550 322090 CS SNGL SUP SAW PALMETTO 30CT - ------------------------------------------------------------ 7073451650 322091 CS SNGL SUP ST. JOHN WORT 30 CT - ------------------------------------------------------------ 7256005827 9672 DAILY C TABLETS 250 MG - ------------------------------------------------------------ 7498001100 33725 DAILY VITAMN PAK FOR MN - ------------------------------------------------------------ 7498001150 33718 DAILY VITAMN PK FOR WMN - ------------------------------------------------------------
Page 1 Exhibit D RA Planogram
UPC Stockcode Long Description - ----------------------------------------------------------- 1733930010 322072 DR. ULENE MEN FORMULA 30CT - ----------------------------------------------------------- 1733931000 322070 DR. ULENE NUTRITION BOOST 90CT - ----------------------------------------------------------- 1733930000 322071 DR. ULENE WOMEN FORMULA 30CT - ----------------------------------------------------------- 65584412159 322117 EFALEX 60CT - ----------------------------------------------------------- 65584405317 322118 EFALEX LIQUID 5 OZ - ----------------------------------------------------------- 9296100813 300204 ENERGY BURST TABS 50'S - ----------------------------------------------------------- 71018712530 398742 EVOLVE-ADVCD CRDIOVSCLR DIET30 - ----------------------------------------------------------- 7256005828 4712071 F&F DAILY-C ROLL 14S 4PK 5828 - ----------------------------------------------------------- 34969294113 33544 FEOSOL SPANSULES CAP 30S - ----------------------------------------------------------- 34969294220 33545 FEOSOL TABLETS 100S - ----------------------------------------------------------- 30024101510 33547 FERGON IRON TAB 5GR 100S - ----------------------------------------------------------- 30005526768 3002006 FERRO-SEQUELS TABLETS - ----------------------------------------------------------- 1244166006 315925 FIELD OF NATURE MELATN 3MG 60C - ----------------------------------------------------------- 1650008806 33536 FLINTSTONE COMPLETE 60S - ----------------------------------------------------------- 1650007818 31109 FLINTSTONE VIT REG 60S - ----------------------------------------------------------- 1650007909 33526 FLINTSTONE VIT W/IRON 60S - ----------------------------------------------------------- 1650008619 33527 FLINTSTONE W/VIT C 60S - ----------------------------------------------------------- 1650007706 31124 FLINTSTONES PLUS CALCIUM 60'S - ----------------------------------------------------------- 79650252305 322149 GAN CREATINE PWDR 200 GRAM - ----------------------------------------------------------- 7434551948 301721 GAN HIGH ENERGY 60 TAB'S - ----------------------------------------------------------- 4704630000 30163 GARLIQUE TAB 30S - ----------------------------------------------------------- 35310011266 32909 GERITOL COMPLETE TABS 100S - ----------------------------------------------------------- 35310011131 33610 GERITOL LIQUID 12 OZ - ----------------------------------------------------------- 35310011232 33601 GERITOL TABLETS 40S - ----------------------------------------------------------- 71826163130 398630 GINKAI TABS 50MG 30CT - ----------------------------------------------------------- 2354254061 322127 GINKGO-GO15 CT - ----------------------------------------------------------- 31192637030 316142 GINKOGIN 30 CT - ----------------------------------------------------------- 79319004020 314564 GINSANA CHEWY SQUARES 12CT - ----------------------------------------------------------- 79319001001 36991 GINSANA SOFT GELS 30S II - ----------------------------------------------------------- 79319001002 34729 GINSANA SOFT GELS 60S II - ----------------------------------------------------------- 35987971906 322114 GLUCSMN 250/CHOND 200 REG 60CT - ----------------------------------------------------------- 35987960906 322116 GLUCSMN 500/CHOND 400 DS 60CT - ----------------------------------------------------------- 35987960912 322115 GLUCSMN 500/CHOND 400 DS120CT - ----------------------------------------------------------- 4704645060 321970 HARMONEX 60 CT - ----------------------------------------------------------- 3504600864 322121 HI ENER-G EXT REL 500 MG20CT - ----------------------------------------------------------- 9160311000 4703116 HIGHGAR FARMS GARLIC60CPT 1100 - ----------------------------------------------------------- 33239150033 4730869 HOME NUTRITION UNDO 120T 55003 - ----------------------------------------------------------- 35497322021 516940 HYL CLEARAC ACNE 50 TB - ----------------------------------------------------------- 35497329552 300525 HYLAND ARTHRITIS PAIN 100CT - ----------------------------------------------------------- 35497329532 300532 HYLAND BLADDER INFECTN 100C MZ - ----------------------------------------------------------- 35497329542 300522 HYLAND BRONCHIAL CGH 100CT - ----------------------------------------------------------- 35497311212 300519 HYLAND CALMS FORTE 100CT MZ - ----------------------------------------------------------- 35497391272 313260 HYLAND CLD SOR&FEV BLST 100 - ----------------------------------------------------------- 35497391042 300537 HYLAND COUGH 100CT MZ - ----------------------------------------------------------- 35497329522 300524 HYLAND FLU 100CT - ----------------------------------------------------------- 35497329512 300530 HYLAND GAS RELIEF 100CT - ----------------------------------------------------------- 35497391382 300529 HYLAND HAY FEVER 100CT - ----------------------------------------------------------- 35497329502 300526 HYLAND HEADACHE 100CT - ----------------------------------------------------------- 35497391302 313262 HYLAND HEMORRHOID 100CT MZ - ----------------------------------------------------------- 35497391462 300535 HYLAND HIVES 100CT - ----------------------------------------------------------- 35497329582 313261 HYLAND INDIGESTION RLF 100C - ----------------------------------------------------------- 35497391232 300536 HYLAND INSOMNIA 100CT - ----------------------------------------------------------- 35497329562 300527 HYLAND LEG CRAMPS 100CT - ----------------------------------------------------------- 35497391492 300528 HYLAND LOW BACK PAIN 100CT - ----------------------------------------------------------- 35497391132 300538 HYLAND MENOPAUSE 100CT - ----------------------------------------------------------- 35497329612 300533 HYLAND MENSTRUAL CRAMPS100 - ----------------------------------------------------------- 35497329572 300531 HYLAND PMS 100CT - ----------------------------------------------------------- 35497329592 300523 HYLAND SINUS 100CT - -----------------------------------------------------------
Page 2 Exhibit D RA Planogram
UPC Stockcode Long Description - ------------------------------------------------------------ 35497391202 312259 HYLAND SORE THROAT TAB 100C - ------------------------------------------------------------ 35497329622 300534 HYLAND VAGINITIS 100CT - ------------------------------------------------------------ 35497311211 398559 HYLAND'S CALM FORTE 50CT - ------------------------------------------------------------ 73192804006 4732098 ICAPS PLUS MULTI 60TAB 400 - ------------------------------------------------------------ 3192804008 4728039 ICAPS TIME RELEASE 60TAB 80400 - ------------------------------------------------------------ 7434550045 4734429 JW AMINO ACID 6000 TAB100 5004 - ------------------------------------------------------------ 8098701054 4734655 LEBEAU GINGKO-1000 60 CAP 1054 - ------------------------------------------------------------ 8098701014 4734658 LEBEAU POWER TIME 60 CAPS 1014 - ------------------------------------------------------------ 8098701021 4734653 LEBEAU SUPER CHARGE 45CAP 1021 - ------------------------------------------------------------ 7747124495 322194 LIQUID LIFE MINERAL SUPP 16OZ - ------------------------------------------------------------ 1071213100 4704049 MARLYN 4 HAIR 120 SOFTGELS 131 - ------------------------------------------------------------ 9097710060 4723188 MEGA STIM&TRIM 90 CAPS 1006 - ------------------------------------------------------------ 9097710005 4699225 MEGA ULTRA HIT 90 CAPS - ------------------------------------------------------------ 4704640000 301096 MELATONEX 30CT - ------------------------------------------------------------ 2165900034 4713606 MELATONIN SOLUTION 20Z 00034 - ------------------------------------------------------------ 8656000012 4728551 MET-RX NUTRITION 12PK DNK 0057 - ------------------------------------------------------------ 3096307170 398681 MLO HDBDY ENRGY BAR YOGPIN2.5Z - ------------------------------------------------------------ 3096307040 4730862 MLO HDBODY BAR ALM/HONEY 704 - ------------------------------------------------------------ 3096307050 4730861 MLO HDBODY BAR PBUTTER 705 - ------------------------------------------------------------ 30396302004 398601 MLO MILK EGG PROTEIN 16OZ - ------------------------------------------------------------ 3096302003 398600 MLO SUPER HI PROTEIN 16OZ - ------------------------------------------------------------ 1764210574 4732645 MONT PURE ENERGY 90'S 10574 - ------------------------------------------------------------ 1764210585 301764 MONT PURE ENERGY SUPR 60CT - ------------------------------------------------------------ 1764210411 322143 MONTANA PURE ENERGY 30CT - ------------------------------------------------------------ 1764210431 322142 MONTANA PURE ENERGY GINKGO 30T - ------------------------------------------------------------ 79319014003 322112 MOVANA ST. JOHN'S WORT 36CT - ------------------------------------------------------------ 79319014004 322113 MOVANA ST. JOHN'S WORT 72CT - ------------------------------------------------------------ 1071210100 4733822 MRLYN FRM 50 HAIR/NAIL 100 CAP - ------------------------------------------------------------ 3160401671 3002158 N.M. ANTIOXIDANT FORMULA - ------------------------------------------------------------ 3160401637 3002154 N.M. BALANCED B-10 T/R - ------------------------------------------------------------ 3160401639 3002155 N.M. BALANCED B-150 T/R - ------------------------------------------------------------ 3160401635 3002153 N.M. BALANCED B-50 T/R - ------------------------------------------------------------ 3160401491 300622 N.M. BUFFERED VIT C 1000 MG - ------------------------------------------------------------ 3160411438 3002146 N.M. CENTURY VITE 130 TABS - ------------------------------------------------------------ 3160401495 3002149 N.M. CHEW. VITAMIN C 250MG - ------------------------------------------------------------ 3160401496 3002150 N.M. CHEWABLE VITAMIN C 500MG - ------------------------------------------------------------ 3160401678 3002160 N.M. CHROMIUM PICOLINATE - ------------------------------------------------------------ 3160401325 3002139 N.M. COD LIVER OIL - ------------------------------------------------------------ 3160401387 3002141 N.M. GARLIC OIL MZ - ------------------------------------------------------------ 3160401346 300613 N.M. GARLIC/ HP 1500 MG - ------------------------------------------------------------ 3160401426 300606 N.M. IRON 65MG/FERROUS SULF - ------------------------------------------------------------ 3160401207 300611 N.M. KELP LECITHIN & B-6 100 - ------------------------------------------------------------ 3160401205 3002128 N.M. LECITHIN 19 GR - ------------------------------------------------------------ 3160401681 3002161 N.M. L-LYSINE 500 MG - ------------------------------------------------------------ 3160401269 3002130 N.M. MAGNESIUM (OXIDE) 250MG - ------------------------------------------------------------ 3160401410 3002142 N.M. MEGA 2/000 MULTI 60CT - ------------------------------------------------------------ 3160401322 3002138 N.M. NIACIN 100MG - ------------------------------------------------------------ 3160401869 300567 N.M. PROEPA FISH OIL 1000MG - ------------------------------------------------------------ 3160401628 300615 N.M. VIT B-6 200 MG TR TABS - ------------------------------------------------------------ 3160401284 300568 N.M. VIT B-6 50MG - ------------------------------------------------------------ 3160401263 300621 N.M. VIT C 1500 MG W/RH TABS - ------------------------------------------------------------ 3160401484 300618 N.M.VIT C 500 MG T.R. - ------------------------------------------------------------ 3160401260 300620 N.M. VIT C 500 MG W/RH TABS - ------------------------------------------------------------ 3160401235 300573 N.M. VIT E 1000 IU (D-ALPHA) - ------------------------------------------------------------ 3160401217 300571 N.M. VIT E 200 IU (D-ALPHA) - ------------------------------------------------------------ 3160401630 3002152 N.M. VIT. B-12 1/000 MCG T/R - ------------------------------------------------------------ 3160401486 3002148 N.M. VITAMIN C 500MG - ------------------------------------------------------------ 3160401280 3002132 N.M. ZINC 60MG - ------------------------------------------------------------
Page 3 Exhibit D RA Planogram
UPC Stockcode Long Description - ----------------------------------------------------------- 3160401419 3002143 N.M.DAILY COMBO W/CA/FE/ZINC - ----------------------------------------------------------- 3160401358 3002140 N.M.POTASSIUM GLUCONATE 550MG - ----------------------------------------------------------- 3160401281 3002133 N.M.VIT.B-1 100MG - ----------------------------------------------------------- 3160401289 3002135 N.M.VIT.B-12 250 MCG - ----------------------------------------------------------- 3160401290 3002136 N.M.VIT.B-12 500 MCG - ----------------------------------------------------------- 3160401285 3002134 N.M.VIT.B-6 100MG - ----------------------------------------------------------- 3160401650 3002157 N.M.VIT.C 1000MG W/RH T/R - ----------------------------------------------------------- 3160401645 3002156 N.M.VIT.C 500MG W/RH T/R - ----------------------------------------------------------- 3160401155 3002126 N.M.VIT.E 200 IU DI-ALPHA - ----------------------------------------------------------- 3160401224 3002129 N.M.VIT.E 400 IU D-ALPHA - ----------------------------------------------------------- 3160401162 3002127 N.M.VIT.E 400 IU DLA - ----------------------------------------------------------- 33160414035 301345 N.R. EVENING PRIMROSE OIL 60CT - ----------------------------------------------------------- 3160414033 301350 N.R. SAW PALMETTO STAND. XTRCT - ----------------------------------------------------------- 33160414016 3002107 N.R.CRANBERRY FRUIT 100CT - ----------------------------------------------------------- 33160414002 3002093 N.R.ECHINACEA HERB - ----------------------------------------------------------- 33160414018 3002109 N.R.GARLIC CLOVES - ----------------------------------------------------------- 33160414003 3002094 N.R.GINKGO BILOBA LEAF EXTRAT - ----------------------------------------------------------- 33160414010 3002101 N.R.GINSENG ROOT/ KOREAN WHIT - ----------------------------------------------------------- 33160414000 3002091 N.R.GINSENG ROOT/ SIBERIAN - ----------------------------------------------------------- 33160414001 3002092 N.R.GOLDEN SEAL ROOT II - ----------------------------------------------------------- 33160414004 3002095 N.R.VALERIAN ROOT - ----------------------------------------------------------- 77690620035 398699 NAT SOL ECHINACEA 1KMG AMP - ----------------------------------------------------------- 77690620045 398700 NAT SOL GINK0 12 AMPULES - ----------------------------------------------------------- 77690620015 398701 NAT SOL GINSENG 1000 MG AMP - ----------------------------------------------------------- 3367481150 516749 NATLIF CAYENNE PEPPER CP100TAB - ----------------------------------------------------------- 3367482700 516751 NATLIF CO Q10 CP 50 TABS - ----------------------------------------------------------- 3367481300 516750 NATLIF CRANBERRY FRT CP 100TAB - ----------------------------------------------------------- 3367481450 516755 NATLIF ECHIN GLDN SL CP 100TAB - ----------------------------------------------------------- 3367481500 516754 NATLIF ECHIN W/ ESTER C C100TB - ----------------------------------------------------------- 3367481400 516753 NATLIF ECHINACEA HERB CP100TAB - ----------------------------------------------------------- 3367482650 516759 NATLIF EPO CP 100 TABS - ----------------------------------------------------------- 3367481750 516760 NATLIF GINGER ROOT CP 100TAB - ----------------------------------------------------------- 3367482300 516775 NATLIF GINSNG SIBRN CP 100CT - ----------------------------------------------------------- 3367481800 516762 NATLIF GOLDN SL RT CP 50 TAB - ----------------------------------------------------------- 35350384200 516956 NATLIF HP COLD/FLU 3X 45 TB - ----------------------------------------------------------- 35350384660 516960 NATLIF HP NERV STRESS 3X 45TB - ----------------------------------------------------------- 35350384780 516961 NATLIF HP SINUSITIS 3X 45 TB - ----------------------------------------------------------- 35350381955 516777 NATLIF KAVA KAVA 425MG CP100TB - ----------------------------------------------------------- 35350383100 516783 NATLIF UA BILBERRY CP 40CT - ----------------------------------------------------------- 35350383300 516785 NATLIF UA GINKGO BILOBA 40CT - ----------------------------------------------------------- 35350383600 516788 NATLIF UA MILK THISTLE 40CT - ----------------------------------------------------------- 35350383700 516789 NATLIF UA SAW PALMETTO 30CT - ----------------------------------------------------------- 35350383800 516790 NATLIF UA VLRN/PSN FLWR 60CT - ----------------------------------------------------------- 3367482400 516772 NATLIF VALERIAN RT CP 100TABS - ----------------------------------------------------------- 7991103481 516964 NATRD EXPECTORANT HERBAL 4 OZ - ----------------------------------------------------------- 4746900522 316200 NATROL CHONDROITIN SULFATE 60 - ----------------------------------------------------------- 4746900597 398481 NATROL DHEA 25MG90CT - ----------------------------------------------------------- 4746900596 314583 NATROL DHEA 25MG 30CT - ----------------------------------------------------------- 4746900506 316199 NATROL GLUCOSAMINE COMPLEX 60 - ----------------------------------------------------------- 4746900510 314587 NATROL MELATONIN 3MG 60CT - ----------------------------------------------------------- 7991103323 4702241 NATURADE KB11 120'S 0332 - ----------------------------------------------------------- 35350381035 322133 NL BLACK COHOSH 100 CT - ----------------------------------------------------------- 35350381125 4730624 NL CAT'S CLAW 8112 - ----------------------------------------------------------- 35350383120 322132 NL CRANBERRY 50 CT - ----------------------------------------------------------- 35350381670 4721104 NL FEVERFEW 8167 - ----------------------------------------------------------- 35350382603 322135 NL FOCUS FOR CHILDREN 50CT - ----------------------------------------------------------- 35350383520 322131 NL HORSECHESTNUT SEED 80 CT - ----------------------------------------------------------- 35350382360 4721139 NL ST JOHNS WORT 8236 - -----------------------------------------------------------
Page 4 Exhibit D RA Planogram
UPC Stockcode Long Description - ------------------------------------------------------------ 35350383750 322134 NL ST. JOHN'S WORT 650MG 50CT - ------------------------------------------------------------ 35350384960 4731702 ML WATER RETENTION 84960 - ------------------------------------------------------------ 3160401693 322157 NM ALPHA LIPOIC ACID 30CT - ------------------------------------------------------------ 3160401338 38970 NM B COMPLEX W/C 100CT - ------------------------------------------------------------ 3160401314 38967 NM BETA CAROTENE 100CT - ------------------------------------------------------------ 3160401881 4734255 NM C 500 MG 500 TABS 1881 - ------------------------------------------------------------ 3160401879 4734256 NM C W/RH 500 MG 500 TABS 1879 - ------------------------------------------------------------ 3160401379 38953 NM CALC.CARBONTE W/D 130S500MG - ------------------------------------------------------------ 3160401470 38962 NM CALC/ MAGN & ZINC 100CT - ------------------------------------------------------------ 3160401473 398503 NM CALCIUM 600 + D 60CT - ------------------------------------------------------------ 3160401439 3002147 NM CALCIUM CARBONATE 600 MG - ------------------------------------------------------------ 3160401475 398504 NM CALCIUM CITRATE + D 60CT - ------------------------------------------------------------ 3160401886 4734214 NM CALCM CARBON FAMLY SZ 500MG - ------------------------------------------------------------ 3160401795 4730674 NM CHROMIUM PICLNT 300TB 179 - ------------------------------------------------------------ 3160401889 4734241 NM DAILY COMBO 300 TABS 1889 - ------------------------------------------------------------ 3160401882 4734249 NM E 400IU DL-ALPH 300GELS 188 - ------------------------------------------------------------ 3160401654 398507 NM ECHIN-GLDN CMBO GEL6011 - ------------------------------------------------------------ 3160401777 38964 NM ESSENTIAL BALANCE 130CT - ------------------------------------------------------------ 3160401274 300616 NM FOLIC ACID 400MCG 250 CT - ------------------------------------------------------------ 3160401392 300193 NM GARLIC OIL 5OOMG SFTGEL 100 - ------------------------------------------------------------ 3160401652 398506 NM GINKGO BILOBA 30 CT 11 - ------------------------------------------------------------ 3160401368 38959 NM GINSENG 250MG 30CT - ------------------------------------------------------------ 3160401788 4730673 NM GINSENG 250MG 60 SFTGL 178 - ------------------------------------------------------------ 3160401669 321965 NM GLUCOSAMINE 500MG 60 11 - ------------------------------------------------------------ 3160401675 38965 NM MATURE BALANCE 100CT - ------------------------------------------------------------ 3160401683 322169 NM MELATONIN 3MG 60CT - ------------------------------------------------------------ 3160401783 4728751 NM OD GARLIC 1250MG 200S 01783 - ------------------------------------------------------------ 3160401441 38956 NM ODORLESS GARLIC 100CT - ------------------------------------------------------------ 3160401130 321966 NM SELENIUM 200 MCG 100 CT - ------------------------------------------------------------ 3160401692 322158 NM SOY ISOFLAVONES 30CT - ------------------------------------------------------------ 3160401694 322159 NM ST. JOHN'S WORT 3OOMG 60CT - ------------------------------------------------------------ 3160401341 38968 NM SUPER B COMPLEX 100CT - ------------------------------------------------------------ 3160411362 300185 NM THERA M TAB 130'S - ------------------------------------------------------------ 3160401313 3002237 NM VIT A&D SOFTGELS 100CT - ------------------------------------------------------------ 3160401489 38963 NM VIT C 1000MG 100CT - ------------------------------------------------------------ 3160401485 38949 NM VIT C 5OOMG 100CT - ------------------------------------------------------------ 3160401170 38952 NM VIT E 1000MG 60CT - ------------------------------------------------------------ 3160401160 38948 NM VIT E 400 I.U. 100CT - ------------------------------------------------------------ 3160401787 322170 NM VIT E 400IU WS 300CT - ------------------------------------------------------------ 3160401191 38951 NM VIT E WS 400 IU 100CT - ------------------------------------------------------------ 3160401306 300192 NM VIT-A 8000 IU SFTGELS 100'S - ------------------------------------------------------------ 3160401474 398505 NM VITAMIN E 800 I.U. 60CT - ------------------------------------------------------------ 3160401480 300187 NM VIT-C 250MG 100'S - ------------------------------------------------------------ 3160411259 38961 NM VITC 500MGW/RSEHIPS 130CT - ------------------------------------------------------------ 3160401264 300190 NM V1T-C W/ROSE HIPS 1000MG 60 - ------------------------------------------------------------ 3160401449 322162 NM XSTR ECHINACEA 125MG 50CT - ------------------------------------------------------------ 3160401455 322160 NM XSTR GARLIC 500MG 60CT - ------------------------------------------------------------ 3160401699 322161 NM XSTR GINKGO 60MG 40CT - ------------------------------------------------------------ 3160401668 321964 NM ZINC LOZENGES 10MG 18CT - ------------------------------------------------------------ 7663560540 4707482 NO SHOT B-12 1000MCG 100T 1027 - ------------------------------------------------------------ 3160414135 322166 NR ASTRAGALUS EXT 75MG 50CT - ------------------------------------------------------------ 3160414130 322165 NR BLACK COHOSH 500 MG 50CT - ------------------------------------------------------------ 33160414124 322168 NR CHINESE PANAX GINSENG30CT - ------------------------------------------------------------ 33160414097 322130 NR ECHINACEA 240 GT - ------------------------------------------------------------ 33160414005 3002096 NR ECHINACEA/GOLDENSEAL 100CT - ------------------------------------------------------------ 33160414098 322128 NR ECHINACEA/GOLDSEAL 240CT - ------------------------------------------------------------ 33160414065 398734 NR GRAPE SEED EXTRACT 50CT - ------------------------------------------------------------ 33160414061 398735 NR GREEN TEA HERB EXTRACT 50CT - ------------------------------------------------------------
Page 5 Exhibit D RA Planogram
UPC Stockcode Long Description - ----------------------------------------------------------- 33160414062 398736 NR KAVA KAVA ROOT EXTRACT 50CT - ----------------------------------------------------------- 33160414104 322129 NR ST. JOHN'S WORT 100 CT - ----------------------------------------------------------- 33160414063 398737 NR ST. JOHN'S WORT HRB XTRCT 50 - ----------------------------------------------------------- 3160414125 322163 NR X-STR GINKGO 60MG 40 CT - ----------------------------------------------------------- 3160414127 322164 NR XSTR ST JOHN WRT 300MG 30CT - ----------------------------------------------------------- 33160414101 321967 NR ZINC LOZENGE W/ECHINAC 18CT - ----------------------------------------------------------- 8076603030 4734479 NSP ATHLETES PAK VIT 30CT 0303 - ----------------------------------------------------------- 8076618180 4734471 NSP BURN FAT MAXICUTS1000 180S - ----------------------------------------------------------- 8076606030 4728821 NSP BURNFAT PACK 30PK 06030 - ----------------------------------------------------------- 8076625090 4734474 NSP ULT AMINO 2050MG 90S 25090 - ----------------------------------------------------------- 79650252504 322122 NU START BREAST FORM 60 CT - ----------------------------------------------------------- 30005455024 3001972 OCUVITE 120 CT - ----------------------------------------------------------- 30005455019 30078 OCUVITE 60S - ----------------------------------------------------------- 30005454918 300211 OCUVITE EXTRA 50'S - ----------------------------------------------------------- 1650008105 34783 ONE A DAY 55 PLUS 5OS - ----------------------------------------------------------- 1650007317 34765 ONE A DAY ESSENTIAL 75S - ----------------------------------------------------------- 1650008209 34787 ONE A DAY EXTRA GARLIC 45S - ----------------------------------------------------------- 1650008425 322126 ONE A DAY KIDS COMPLETE 50CT - ----------------------------------------------------------- 1650007513 34766 ONE A DAY MAX 60S - ----------------------------------------------------------- 1650007511 33417 ONE A DAY MAXIMUM 100S - ----------------------------------------------------------- 1650008012 34758 ONE A DAY MENS 100S - ----------------------------------------------------------- 1650008004 34780 ONE A DAY MENS 60S - ----------------------------------------------------------- 1650007410 33506 ONE A DAY WOMENS FORMULA 100S - ----------------------------------------------------------- 1650007406 33507 ONE A DAY WOMENS FORMULA 60S - ----------------------------------------------------------- 30766165160 4722279 OS-CAL 500 160 CT TABLETS - ----------------------------------------------------------- 30088165475 33486 OSCAL 500 W/D 60S - ----------------------------------------------------------- 30766165460 4698274 OS-CAL 500+D 160 CT TABLETS - ----------------------------------------------------------- 30088165141 33451 OS-CAL 500MG 60S - ----------------------------------------------------------- 30087040203 33640 POLYVISOL VIT DROPS 50ML - ----------------------------------------------------------- 30087040501 33650 POLYVISOL W/IRON DROP 50ML - ----------------------------------------------------------- 63665274020 33636 POSTURE D CALCIUM 60S II - ----------------------------------------------------------- 3665275020 322150 POSTURE D CHEW ASST. 60CT - ----------------------------------------------------------- 73408300083 398671 POWR SRCE MX MALE 45 CAPSULES - ----------------------------------------------------------- 30005437718 34259 PROTEGRA SOFTGELS 50S - ----------------------------------------------------------- 9160310000 301790 PURE-GAR GARLIC ORIG CP 100 - ----------------------------------------------------------- 9160312000 301791 PURE-GAR GARLIC ORIG 250CP - ----------------------------------------------------------- 4698500101 4713394 QUANTUM SUP-LYS&CRM 7 GM 0010 - ----------------------------------------------------------- 9160313600 398579 QUINT GARLIC+GINSENG 60CT - ----------------------------------------------------------- 1182201389 33420 RA 1 DAILY W/CAL/IRON/ZINC 100 - ----------------------------------------------------------- 1182201425 34680 RA ACEROLA 300MG 100S - ----------------------------------------------------------- 1182201402 30428 RA ANIMAL CHEW W/IRON 300S - ----------------------------------------------------------- 1182201400 33476 RA ANIMAL CHEWABLE VIT 100S - ----------------------------------------------------------- 1182201399 33475 RA ANIMAL CHEWABLE W/IRON 100S - ----------------------------------------------------------- 1182298964 4718292 RA B-1 100 TABS 100MG - ----------------------------------------------------------- 1182298967 4718295 RA B-12 500 MCG 100 CT - ----------------------------------------------------------- 1182298966 4718301 RA B-6 100 TABS 100MG - ----------------------------------------------------------- 1182298965 4718299 RA B-6 50 MG 100 CT - ----------------------------------------------------------- 1182201446 33447 RA BAL B-50 COMPLEX 100S 1182201444 33470 RA BALANCE B-100 50 - ----------------------------------------------------------- 1182201445 33652 RA BALANCE B-50 5O - ----------------------------------------------------------- 1182298968 4718314 RA B-COMPLEX W/B12 100 TABLETS - ----------------------------------------------------------- 1182298969 4718319 RA B-COMPLEX W/B12 250 CT - ----------------------------------------------------------- 1182298970 4718323 RA B-COMPLEX W/C 100 CAPSULES - ----------------------------------------------------------- 1182201411 33638 RA B-COMPLEX W/VIT C 100S - ----------------------------------------------------------- 1182201473 300238 RA BEE POLLEN 100S - ----------------------------------------------------------- 1182201450 33567 RA BETA CAROTNE 2500 IU 100S - ----------------------------------------------------------- 1182298991 4718424 RA C 1000 MG 100 TABS - ----------------------------------------------------------- 1182298992 4718425 RA C 1000 MG 250 TABLETS
Page 6 Exhibit D RA Planogram
UPC Stockcode Long Description - ----------------------------------------------------------- 1182298993 4718426 RA C 1000 MG T/R 100 TABS - ----------------------------------------------------------- 1182298983 4718377 RA C 250 MG 100 TABLETS - ----------------------------------------------------------- 1182298986 4718407 RA C 500 MG 250 CT - ----------------------------------------------------------- 1182298987 4718408 RA C 500 MG 500 CT - ----------------------------------------------------------- 1182298989 4718379 RA C 500 MG CHEW 100 TABLETS - ----------------------------------------------------------- 1182298988 4718409 RA C 500 MG TR 100 CT - ----------------------------------------------------------- 1182298997 4718423 RA C 500 MG W/RH 250 CT NAT - ----------------------------------------------------------- 1182298985 4718405 RA C 500 MG 100 CT - ----------------------------------------------------------- 1182298990 4718380 RA C CHEWABLE 250 TABS 500MG - ----------------------------------------------------------- 1182298984 4718374 RA C CHEWABLE 250MG 100 TABLETS - ----------------------------------------------------------- 1182299016 4718455 RA CAL 600 MG 60 CT - ----------------------------------------------------------- 1182299019 4718456 RA CAL 600 MG W/D 300 CT - ----------------------------------------------------------- 1182299018 4718457 RA CAL 600 MG W/D 60 TABS - ----------------------------------------------------------- 1182299017 4718452 RA CAL 600MG 300 CT - ----------------------------------------------------------- 1182201459 34678 RA CALC/MAGNES/ZINC 100S - ----------------------------------------------------------- 1182201460 33657 RA CALCIUM 500MG 100 - ----------------------------------------------------------- 1182299020 4723335 RA CALCIUM 600 PLUS MNRLS 60CT - ----------------------------------------------------------- 1182201394 33616 RA CALCIUM 600 TAB 60S - ----------------------------------------------------------- 1182201395 33141 RA CALCIUM 600 W/IR+D 60 - ----------------------------------------------------------- 1182201393 33143 RA CALCIUM 600+D 60S - ----------------------------------------------------------- 1182201396 30429 RA CALCIUM W/D 300S - ----------------------------------------------------------- 1182298547 398547 RA CALCIUM W/MINRLS 600MG 60CT - ----------------------------------------------------------- 1182299043 4718459 RA CENTRAL VITE 100+30 CT - ----------------------------------------------------------- 1182299044 4718458 RA CENTRAL VITE MULTI 250TABS - ----------------------------------------------------------- 1182201416 316103 RA CENTRAL VITE SELECT 100CT - ----------------------------------------------------------- 1182299045 4718462 RA CENTRAL VITE SELECT 100 TABS - ----------------------------------------------------------- 1182201382 33433 RA CENTRAL-VITE 130 CT - ----------------------------------------------------------- 1182201383 33483 RA CENTRAL-VITE 300 CT - ----------------------------------------------------------- 1182298936 398936 RA CHERRY ZINC LOZ 100'S - ----------------------------------------------------------- 1182299048 4718538 RA CHILD-CHEW +C MULTI 100 TABS - ----------------------------------------------------------- 1182299046 4718537 RA CHILD-CHEW MULTI 100 TABS - ----------------------------------------------------------- 1182299047 4718536 RA CHILD-CHEW MULTI COMP 60 TAB - ----------------------------------------------------------- 1182299049 4718542 RA CHILD-CHEW MULTI+IRON 100 TB - ----------------------------------------------------------- 1182201401 30865 RA CHILDS CHEW EXTRA C 100S - ----------------------------------------------------------- 1182201467 34905 RA CHROM PICOLIN 200 MG 100S - ----------------------------------------------------------- 1182201474 300243 RA CHROM PICOLIN 200MG 300S - ----------------------------------------------------------- 1182298937 398937 RA CHROM PICOUN 400MG 75S - ----------------------------------------------------------- 1182222102 322102 RA CRANBERRY 405MG 100 CT CAPS - ----------------------------------------------------------- 1182201417 316104 RA DAILY GARLIC 30 CT - ----------------------------------------------------------- 1182299008 4718474 RA E 1000 IU 100 CT - ----------------------------------------------------------- 1182299007 4718475 RA E 1000 IU DL 50 CT - ----------------------------------------------------------- 1182289009 4718478 RA E 1000 IU WTR SOL 60 CT - ----------------------------------------------------------- 1182299002 4718468 RA E 200 IU 100 CT - ----------------------------------------------------------- 1182299003 4718469 RA E 400 IU 100 CT - ----------------------------------------------------------- 1182299004 4718470 RA E 400 IU 250 SOFTGELS - ----------------------------------------------------------- 1182299005 4718471 RA E 400 IU 500 SOFTGELS - ----------------------------------------------------------- 1182299006 4718473 RA E 400 IU WTR SOL 100CT - ----------------------------------------------------------- 1182221958 321958 RA ECHINACEA 100 CT 380MG - ----------------------------------------------------------- 1182221957 321957 RA ECHINACEAGOLDENSEAL 50CT - ----------------------------------------------------------- 1182201476 316106 RA ESTER C 90 CT - ----------------------------------------------------------- 1182299072 4718876 RA EVENING PRIMROSE 500MG 60' - ----------------------------------------------------------- 1182299023 4718484 RA FERR SULF 325MG BLSTR 100CT - ----------------------------------------------------------- 1182233674 33674 RA FERROUS GLUCONT 240MG 100CT - ----------------------------------------------------------- 1182201453 33705 RA FERROUS SULFATE 100 CT - ----------------------------------------------------------- 1182201454 33579 RA FERROUS SULFATE 250 CT - ----------------------------------------------------------- 1182298982 4718490 RA FOLIC ACID 400 MCG 250 NAT - ----------------------------------------------------------- 1182201398 36994 RA GARLIC 300MG 120S - ----------------------------------------------------------- 1182299081 4718491 RA GARLIC ODORFREE 90 TABS BOX
Page 7 Exhibit D RA Planogram
UPC Stockcode Long Description - ----------------------------------------------------------- 1182201464 33457 RA GARLIC OIL 1500MG 100 - ----------------------------------------------------------- 1182299084 4718504 RA GINGKO BILOBA 36 CT - ----------------------------------------------------------- 1182221960 321960 RA GINKGO BILOBA 50 CT 40MG - ----------------------------------------------------------- 1182201414 398811 RA GINKO BILOBA TABS 36CT - ----------------------------------------------------------- 1182201413 300239 RA GINSENG 100MG 90'S - ----------------------------------------------------------- 1182299087 4718514 RA GINSENG CONCENTRATE 60 NAT - ----------------------------------------------------------- 1182299086 4718509 RA GINSENG CONCENTRTE 30SFTGEL - ----------------------------------------------------------- 1182234248 34248 RA GINSENG TABLET 100 MG 30'S - ---------------------------------------------------------- 1182299074 4718872 RA GOLDENSEAL 125MG 60CT - ----------------------------------------------------------- 1182222103 322103 RA GRAPE SEED 25MG 50CT CAPS - ----------------------------------------------------------- 1182201391 33479 RA HI CAL 500MG 60S - ----------------------------------------------------------- 1182201392 33665 RA HI CAL 500MG W/D 60S - ----------------------------------------------------------- 1182201409 34649 RA HI POT IRON 27MG 100S - ----------------------------------------------------------- 1182299015 4718439 RA HI-CAL CAL C+D 500MG 200TABS - ----------------------------------------------------------- 1182299014 4718448 RA HI-CAL CAL CIUMW/D 500MG60CT - ----------------------------------------------------------- 1182299013 4718862 RA HI-CAL O/S CALC. 500MG 120S - ----------------------------------------------------------- 1182201469 33452 RA HI-PO MULT VIT/MIN 100 - ----------------------------------------------------------- 1182222101 322101 RA KAVA KAVA 150MG 50 CAPSULES - ----------------------------------------------------------- 1182201458 33468 RA LYSINE 500MG 100 - ----------------------------------------------------------- 1182299055 4718519 RA MATURE WOMANS SUPP.30 CAPS - ----------------------------------------------------------- 1182201415 316102 RA MATURE WOMEN'S FORMULA 30CT - ----------------------------------------------------------- 1182299092 4718541 RA MELATONIN +B6 120TAB 500MCG - ----------------------------------------------------------- 1182299091 4718534 RA MELATONIN 500 MCG 60 CT - ----------------------------------------------------------- 1182201390 33541 RA MULT VIT/MINERALS 100S - ----------------------------------------------------------- 1182201385 33532 RA MULTI VIT TAB 100S - ----------------------------------------------------------- 1182201386 33530 RA MULTI VIT TABS 365S - ----------------------------------------------------------- 1182201387 33534 RA MULTI VIT W/IRON 10OS - ----------------------------------------------------------- 1182201388 33517 RA MULTI VIT W/IRON 365 - ----------------------------------------------------------- 1182298957 4718289 RA NAT A & D 100 SOFTGEL 24MG - ----------------------------------------------------------- 1182298958 4718288 RA NAT A8000 IU 100CT - ----------------------------------------------------------- 1182299077 4718290 RA NAT ACIDOPHILUS 100CAPSULES - ----------------------------------------------------------- 1182201443 33462 RA NAT B COMP W/C 50S - ----------------------------------------------------------- 1182298976 4718298 RA NAT B-12 1000 MCG TR 60 CT - ----------------------------------------------------------- 1182298975 4718297 RA NAT B-12 500 MCG T/R 60 CT - ----------------------------------------------------------- 1182298974 4718305 RA NAT B-6 60CT 200MG T/R - ----------------------------------------------------------- 1182298979 4718306 RA NAT BAL B-100 TR 60 CT - ----------------------------------------------------------- 1182298977 4718309 RA NAT BAL B-50 100TABS - ----------------------------------------------------------- 1182298978 4718310 RA NAT BAL B-50 60 TABS T/R - ----------------------------------------------------------- 1182298980 4718311 RA NAT B-COMPLEX TOTAL 100 CT - ----------------------------------------------------------- 1182298981 4718335 RA NAT B-COMPLEX W/C TR 60 CT - ----------------------------------------------------------- 1182299078 4718342 RA NAT BREW YEAST 7.5GR 500CT - ----------------------------------------------------------- 1182298998 4718427 RA NAT C 1000 MG W/RH 100 CT - ----------------------------------------------------------- 1182298999 4718431 RA NAT C 1000 MG W/RH 250 CT - ----------------------------------------------------------- 1182299001 4718436 RA NAT C 1500 MG W/RH T/R 60CT - ----------------------------------------------------------- 1182298996 4718418 RA NAT C 500 MG W/RH 100 CT - ----------------------------------------------------------- 1162298994 4718378 RA NAT C CHEWABLE 300MG 100TAB - ----------------------------------------------------------- 1182299000 4718432 RA NAT C W/RH 60CT 1000MG T/R - ----------------------------------------------------------- 1182299031 4718447 RA NAT CAL 500MG O/S W/D 250CT - ----------------------------------------------------------- 1182299026 4718441 RA NAT CAL MAG ZINC 100 CT - ----------------------------------------------------------- 1182299027 4718442 RA NAT CAL-MAG-ZINC 250TABLETS - ----------------------------------------------------------- 1182298995 4718411 RA NAT C-CHEWABLE 500MG 50WAFR - ----------------------------------------------------------- 1182299032 4718860 RA NAT CHELATED IRON18MG 100S - ----------------------------------------------------------- 1182299034 4718463 RA NAT CHROM.PIC.200MCG 100TAB - ----------------------------------------------------------- 1182201451 33716 RA NAT COD LIVER OIL 100S - ----------------------------------------------------------- 1182298961 4718465 RA NAT COD LIVER OIL 100SG 10M - ----------------------------------------------------------- 1182298962 4718466 RA NAT COD LIVER OIL 250SG 10M - ----------------------------------------------------------- 1182299079 4718467 RA NAT CO-Q10 10MG 100TABS - ----------------------------------------------------------- 1182299011 4718472 RA NAT E 100SOFTGEL 400IU
Page 8 Exhibit D RA Planogram
UPC Stockcode Long Description - ----------------------------------------------------------- 1182299010 4718859 RA NAT E 400IU D-ALPHA 100 CT - ----------------------------------------------------------- 1182298963 4718487 RA NAT FISH OIL 60SFTGL 1000MG - ----------------------------------------------------------- 1182201465 33336 RA NAT FISH OIL CONC 60S - ----------------------------------------------------------- 1182201447 31877 RA NAT FOLIC ACID 400MCG 250S - ----------------------------------------------------------- 1182299093 4723331 RA NAT GARLIC 100 TABS ODORLES - ----------------------------------------------------------- 1182299080 4718492 RA NAT GARLIC OIL 100SOFTGELS - ----------------------------------------------------------- 1182299082 4718495 RA NAT GARLIC&PARSLEY 100TABS - ----------------------------------------------------------- 1182299083 4718502 RA NAT GELATIN 100 CT 10GRAINS - ----------------------------------------------------------- 1182299085 4718515 RA NAT GINSENG 50CAPS 8 GRAINS - ----------------------------------------------------------- 1182201452 33556 RA NAT GINSENG TABLETS 50CT - ----------------------------------------------------------- 1182299054 4718518 RA NAT HI ENERGY PACK 30PACKS - ----------------------------------------------------------- 1182230434 30434 RA NAT HI POTENCY IRON 100S - ----------------------------------------------------------- 1182299088 4718523 RA NAT KELP/LECITHN/B-6 100CT - ----------------------------------------------------------- 1182201466 33555 RA NAT LECITHIN SFT GEL 100 - ----------------------------------------------------------- 1182299089 4718526 RA NAT L-LYSINE 500MG 100TABS - ----------------------------------------------------------- 1182299090 4718529 RA NAT L-LYSINE 60TABS 1000MG - ----------------------------------------------------------- 1182299036 4718533 RA NAT MAGNESUIM 250MG 100CT - ----------------------------------------------------------- 1182299030 4718438 RA NAT O/S CAL W/D 500MG 100CT - ----------------------------------------------------------- 1182299029 4718451 RA NAT O/S CALCIUM 250TAB500MG - ----------------------------------------------------------- 1182299028 4718449 RA NAT O/S CALCIUM 500MG 100TB - ----------------------------------------------------------- 1182299037 4718553 RA NAT POTASSIUM GLUC 250TABS - ----------------------------------------------------------- 1182299038 4718571 RA NAT SELENIUM 100CT 50MCG - ----------------------------------------------------------- 1182299094 4718525 RA NAT SOYA LECITHN100SG1200MG - ----------------------------------------------------------- 1182201428 30427 RA NAT VIT C 1000MG W/RH 250S - ----------------------------------------------------------- 1182201423 33561 RA NAT VIT C W/RH 1000MG 100S - ----------------------------------------------------------- 1182201484 33593 RA NAT VIT E 1000IU CAP 50 - ----------------------------------------------------------- 1182201482 33617 RA NAT VIT E 200 IU 100 - ----------------------------------------------------------- 1182201485 33685 RA NAT VIT E 400IU 250S - ----------------------------------------------------------- 1182201483 33587 RA NAT VIT E 400IU CAPS100 - ----------------------------------------------------------- 1182299039 4718610 RA NAT ZINC 100 TABS 50MG - ----------------------------------------------------------- 1182299040 4718613 RA NAT ZINC 100MG 100TABLETS - ----------------------------------------------------------- 1182299041 4718618 RA NAT ZINC LOZ 15MG W/C 90CT - ----------------------------------------------------------- 1182299042 4718615 RA NAT ZINCPICOLINATE 60MG50S - ----------------------------------------------------------- 1182298972 4718552 RA NIACIN 100 MG 100 CT - ----------------------------------------------------------- 1182201448 33622 RA NIACIN 100MG 100 - ----------------------------------------------------------- 1182298959 4718338 RA NT BETA CAROTENE 100CT25000 - ----------------------------------------------------------- 1182298960 4718340 RA NT BETACAROTENE 250CT25000 - ----------------------------------------------------------- 1182299035 4718464 RA NT CHROM PICOL. 200MCG 250S - ----------------------------------------------------------- 1182299012 4718440 RA O/S CALCIUM+D 500TABS 250MG - ----------------------------------------------------------- 1182299052 4718546 RA ONE DAILY +IRON 100TABLETS - ----------------------------------------------------------- 1182299050 4718543 RA ONE DAILY MULTI 100CT - ----------------------------------------------------------- 1182299053 4718547 RA ONE DAILY MULTI+IRON 365TAB - ----------------------------------------------------------- 1182299051 4718545 RA ONE DAILY MULTI-VIT 365TABS - ----------------------------------------------------------- 1182299065 4718548 RA ONE DAILY WOMENS MULTI 100T - ----------------------------------------------------------- 1182201463 33146 RA OYST SH CALC W/D 500 - ----------------------------------------------------------- 1182201461 33410 RA OYSTER SH CALC W/D 100S - ----------------------------------------------------------- 1182201456 33409 RA POTASSA GLUCO 550MG 100 - ----------------------------------------------------------- 1182201457 33157 RA POTASSA GLUCO 550MG 250 - ----------------------------------------------------------- 1182201412 33550 RA PRENATAL 100S - ----------------------------------------------------------- 1182299057 4718556 RA PRENATAL+FOLIC ACID 100CT - ----------------------------------------------------------- 1182299075 4718871 RA SAW PALMETTO 160MG 30CT - ----------------------------------------------------------- 1182221961 321961 RA SAW PALMETTO 50 CT 80MG - ----------------------------------------------------------- 1182298548 398548 RA SAW PALMETTO COMPLEX 30CT - ----------------------------------------------------------- 1182298574 398574 RA SELENIUM 200 MCG 100CT - ----------------------------------------------------------- 1182201472 34847 RA SELENIUM 50MCG 100S - ----------------------------------------------------------- 1182299076 4718870 RA SHARK CARTILAGE 500MG 50'S - ----------------------------------------------------------- 1182221959 321959 RA SIBERIAN GINSENG 100CT410MG - ----------------------------------------------------------- 1182222155 322155 RA ST. JOHN'S WORT 120CT
Page 9 Exhibit D RA Planogram
UPC Stockcode Long Description - ----------------------------------------------------------- 1182221962 321962 RA ST. JOHN'S WORT 50 CT 150MG - ----------------------------------------------------------- 1182201405 33644 RA STRESS FORM TAB 600 60S - ----------------------------------------------------------- 1182201403 33645 RA STRESS FORM W/IRON 60S - ----------------------------------------------------------- 1182201404 33648 RA STRESS FORM W/ZINC 60S - ----------------------------------------------------------- 1182299061 4718583 RA STRESS FORMULA W/ZINC 60CT - ----------------------------------------------------------- 1182201475 316105 RA SUPER MULTI W/HERBS 75CT - ----------------------------------------------------------- 1182299062 4718606 RA SUPER VITE-ALL 130 CT - ----------------------------------------------------------- 1182201440 33435 RA T/R B-12 1000MCG 60S - ----------------------------------------------------------- 1182201441 33406 RA T/R B-12 2000MCG 60S - ---------------------------------------------------------- 1182233439 33473 RA T/R B6 200MG W/YEAST 60 - ---------------------------------------------------------- 1182201439 33437 RA T/R BALANCE B-100 60 - ----------------------------------------------------------- 1182201427 33442 RA T/R VIT C 1000MG R/H 60 - ----------------------------------------------------------- 1182201434 33450 RA T/R VIT C 500MG 100 - ----------------------------------------------------------- 1182201426 33443 RA T/R VIT C 500MG R/H 60 - ----------------------------------------------------------- 1182201384 33582 RA THERAPEUTIC M 130CT - ----------------------------------------------------------- 1182299063 4718607 RA THERAPEUTIC-M 100+30CT - ----------------------------------------------------------- 1182299064 4718608 RA THERAPEUTIC-M 250 CT - ----------------------------------------------------------- 1182201406 30054 RA VISION VITE 60S - ----------------------------------------------------------- 1182299066 4718549 RA VISION VITE W/ZINC 60TABS - ----------------------------------------------------------- 1182201449 33472 RA VIT A 8000IU 100S - ----------------------------------------------------------- 1182201435 33673 RA VIT B-1 100MG TAB 100S - ----------------------------------------------------------- 1182201437 33643 RA VIT B12 100MCG TABS 100 - ----------------------------------------------------------- 1182201438 33632 RA VIT B-6 TABS 50MG 100S - ----------------------------------------------------------- 1182201432 33653 RA VIT C 1000MG 100S - ----------------------------------------------------------- 1182201430 33628 RA VIT C 500MG TABS 100S - ----------------------------------------------------------- 1182201431 33642 RA VIT C 500MG TABS 250S - ----------------------------------------------------------- 1182201421 33606 RA VIT C W/RH 500MG 100 - ----------------------------------------------------------- 1182201422 33448 RA VIT C W/RH 500MG 250 - ----------------------------------------------------------- 1182201489 33655 RA VIT E 1000IU 100S - ----------------------------------------------------------- 1182201494 316107 RA VIT E 1200IU 5OCT - ----------------------------------------------------------- 1182201492 33413 RA VIT E 400IU WTR SOL 100 - ----------------------------------------------------------- 1182201491 33670 RA VIT E KAP 100IU 100S - ----------------------------------------------------------- 1182201486 33675 RA VIT E KAP 200IU 100 - ----------------------------------------------------------- 1182201490 33687 RA VIT E KAP 400IU 250S - ----------------------------------------------------------- 1182201487 33678 RA VIT E SOFTGEL 400IU 100CT - ----------------------------------------------------------- 1182221977 321977 RA VITAMIN C & ECHINACEA 60'S - ----------------------------------------------------------- 1182201429 33627 RA VITAMIN C 250 MG 100S - ----------------------------------------------------------- 1182201493 300236 RA VITAMIN E 800 IU 50CT - ----------------------------------------------------------- 1182201424 33625 RA VIT-C W/ACEROLA 500MG 100S - ----------------------------------------------------------- 1182222079 322079 RA WHOLE SOURCE 100 TABLETS - ----------------------------------------------------------- 1182201408 33602 RA ZINC & B/E/C 60S - ----------------------------------------------------------- 1182201455 33464 RA ZINC 50MG 100 - ----------------------------------------------------------- 7782305060 4731758 REFUELIN ENERGY DRINK 6 PK - ----------------------------------------------------------- 4704650200 4728043 REJUVEX 50 CAPLETS - ----------------------------------------------------------- 4704600200 30881 REJUVEX CAPLETS 30S - ----------------------------------------------------------- 2052512745 4702766 SCHIF MELATONIN 3MG 120TB 1274 - ----------------------------------------------------------- 2052510500 516555 SCHIFF ACID W/GOAT MILK CP - ----------------------------------------------------------- 2052510530 516557 SCHIFF ACIDOPHILIS MILK FR CP - ----------------------------------------------------------- 2052512768 4731755 SCHIFF DHEA 25MG 30'S 12768 - ----------------------------------------------------------- 2052512767 4704954 SCHIFF DHEA 25MG 60 TAB 12767 - ----------------------------------------------------------- 2052510818 516612 SCHIFF GARL SUPR 260GR CP - ----------------------------------------------------------- 2052510912 4723749 SCHIFF GOLDNSL 150MG 30GEL1091 - ----------------------------------------------------------- 2052512809 516562 SCHIFF MELAT 1 MG TB - ----------------------------------------------------------- 2052512744 516650 SCHIFF MELAT 3MG 60 TAB - ----------------------------------------------------------- 2052512735 516654 SCHIFF PYCNOGENOL 30MG CP - ----------------------------------------------------------- 2052512703 516647 SCHIFF SHARK CARTILAGE - ----------------------------------------------------------- 3076800481 398669 SD BILBERRY 60 CAPS - ----------------------------------------------------------- 3076800966 398665 SD ECHINACEA COMP 75 CAP
Page 10 Exhibit D RA Planogram
UPC Stockcode Long Description - ------------------------------------------------------------- 3076800962 398666 SD GINKO BILOBA COM 75 CAP - ------------------------------------------------------------- 3076800963 398664 SD GINSENG COMPLEX 75 CAP - ------------------------------------------------------------- 3076800342 398662 SD GOLDEN SEAL RT 60 CAP - ------------------------------------------------------------- 3076800345 398663 SD GOTU KOLA 90 CAP - ------------------------------------------------------------- 3076800346 398661 SD HERBAL ENERGY 90 CAP - ------------------------------------------------------------- 3076800008 322120 SD HOMOCYSTEIN DEFENSE 60 CT - ------------------------------------------------------------- 3076800829 398660 SD KAVA KAVA 60 CAP - ------------------------------------------------------------- 3076800348 398659 SD MILK THISTLE 60 CAP - ------------------------------------------------------------- 3076801058 398658 SD OSTEO Bl FLEX 450 48CT - ------------------------------------------------------------- 3076801065 322081 SD OSTEO BI-FLEX 450MG 120 CT - ------------------------------------------------------------- 3076800965 398667 SD SAW PALMET COM 75 CAP - ------------------------------------------------------------- 3076800964 398668 SD VALERIAN COMPL 75 CAP - ------------------------------------------------------------- 3076801020 398670 SD ZINC THROAT SPRY 2 OZ - ------------------------------------------------------------- 30045037050 4713409 SESAME STREET COMP 50TAB 37050 - ------------------------------------------------------------- 30045036950 4713415 SESAME STREET EX C 50TAB 36950 - ------------------------------------------------------------- 2052511256 516580 SCHIFF CALCIUM 1200 CP - ------------------------------------------------------------- 30245006211 315905 SLO NIACIN 250MG TAB 100S - ------------------------------------------------------------- 30245006311 30052 SLO NIACIN 500MG 100S - ------------------------------------------------------------- 30083012575 398808 SLOW FE IRON 90CT - ------------------------------------------------------------- 30083012547 33768 SLOW FE TAB 50MG 30S II - ------------------------------------------------------------- 30083012574 34270 SLOW FE TAB 50MG 60S II - ------------------------------------------------------------- 30025430160 314654 SLOW MAG 64MG TABS SA 60CT - ------------------------------------------------------------- 3076800533 4730718 SND ACIDOPHILUS + 100CAP 5331 - ------------------------------------------------------------- 3076800827 316213 SND ADV SHARK CART 50CT - ------------------------------------------------------------- 3076860636 4730721 SND ASIATIC GINSENG 60TB 6360 - ------------------------------------------------------------- 3076800601 4730706 SND B COMPLEX RDA 100TB 601-1 - ------------------------------------------------------------- 3076860693 4730722 SND B-12 1000MCG 60TAB 693-06 - ------------------------------------------------------------- 3076809694 4730724 SND B-50 90TAB 694-0 - ------------------------------------------------------------- 3076860707 4730754 SND B-6 250MG 60TAB 707-0 - ------------------------------------------------------------- 3076800828 398728 SND BLE GREEN ALGAE 60CT - ------------------------------------------------------------- 3076800330 4730750 SND C-1000MG PLUS 60TB 552-0 - ------------------------------------------------------------- 3076800520 4730761 SND C-250MG PLUS 100TB 520-1 - ------------------------------------------------------------- 3076800521 4730749 SND C-500MG PLUS 100TB 521-1 - ------------------------------------------------------------- 3076890307 4730728 SND CAL 900+D LIQ 90GEL 30709 - ------------------------------------------------------------- 3076800967 316210 SND CALCIUM 1200MG W/D 60CT - ------------------------------------------------------------- 3076812429 4730736 SND CALCIUM 500MG 120TB 429-1 - ------------------------------------------------------------- 3076860428 4730735 SND CALCIUM 600+D 60TB 42806 - ------------------------------------------------------------- 3076800406 4730714 SND CHROM K-6 90TB 1333-0 - ------------------------------------------------------------- 3076800775 4730746 SND CHROM PIC 100TB 775-1 - ------------------------------------------------------------- 3076860328 4730727 SND CO Q-10 10MG 60GEL 328-06 - ------------------------------------------------------------- 3076831155 4730707 SND CO Q-10 30MG 30GEL 1155-03 - ------------------------------------------------------------- 3076800826 316211 SND CO-Q-10 50MG 30CT - ------------------------------------------------------------- 3076891138 4730709 SND DAILY WOMENS 90TB 11380 - ------------------------------------------------------------- 3076800670 4730685 SND E 400 IU FOLIC 60GEL 14390 - ------------------------------------------------------------- 3076800502 4730723 SND E0200 MIXED 100GEL 502-1 - ------------------------------------------------------------- 3076850500 4730725 SND E-1000 MIXED 50GEL 50005 - ------------------------------------------------------------- 3076800328 4730703 SND E-400 D APLHA 60GEL 509-06 - ------------------------------------------------------------- 3076800501 4730704 SND E-400 MIXED 100GL 501-10 - ------------------------------------------------------------- 3076801057 398739 SND ELDERBERRY 90CT - ------------------------------------------------------------- 3076800643 4730742 SND ESTER C 500MG 60TB 1427-0 - ------------------------------------------------------------- 3076800676 4730743 SND FOLIC ACID 800MG 100T 6761 - ------------------------------------------------------------- 3076800960 316214 SND FORT CHROM 400MCG 50CT - ------------------------------------------------------------- 3076861248 4730715 SND FORT CHROM PIC 60TB 1248-0 - ------------------------------------------------------------- 3076845941 4730711 SND FORT PYCNOGENOL 45TB 9414 - ------------------------------------------------------------- 3076801137 322183 SND GINKO BILOBA XTRA 60CT - ------------------------------------------------------------- 3076800812 316212 SND GLUCOSAMINE 60CT - ------------------------------------------------------------- 3076800403 4730712 SND GRAPE SEED EXT 36CAP1336-0 - ------------------------------------------------------------- 3076801207 322182 SNO GRAPESEED XTRA 60CT - -------------------------------------------------------------
Page 11 Exhibit D RA Planogram
UPC Stockcode Long Description - ------------------------------------------------------------- 3076850800 4730747 SND HAIR VITES SD 50TAB 800-05 - ------------------------------------------------------------- 3076850642 4730705 SND KORGINSENG 518MG 50TB 6420 - ------------------------------------------------------------- 3076800421 4730731 SND LECITHIN 1200MG 100T 13581 - ------------------------------------------------------------- 3076800617 4730733 SND MAGNESIUM 100TAB 617-10 - ------------------------------------------------------------- 3076860929 4730757 SND MAXI-B COMPLEX 60GEL 929-0 - ------------------------------------------------------------- 3076861154 4730716 SND MEGA ENERGY 60TB 1154-06 - ------------------------------------------------------------- 3076800541 4730730 SND MELATONIN 300MCG120TB 3751 - ------------------------------------------------------------- 3076891125 4730682 SND MENS MULTI 90TB 11250 - ------------------------------------------------------------- 3076812406 4730683 SND NAT CALC 500+D 120TB 4061 - ------------------------------------------------------------- 3076890753 4730755 SND NIACIN 250MG TR 90TB 753-0 - ------------------------------------------------------------- 3076800469 4730738 SND NIACIN 400MG TR 100TB 4691 - ------------------------------------------------------------- 3076800408 4730759 SND ODRLSS GARLIC 100STGL408-1 - ------------------------------------------------------------- 3076800233 4730758 SND OORLESS GARLIC100 TB 12531 - ------------------------------------------------------------- 3076800498 4730741 SND OYS CAL 1000MG 100TB 498-1 - ------------------------------------------------------------- 3076800961 4730752 SNO PERFECT IRON 100 TAB 961-1 - ------------------------------------------------------------- 3076800618 4730684 SND POTASSIUM 595MG 100TB 6181 - ------------------------------------------------------------- 3076800486 4730740 SND SELENIUM 100MG 100TB 4861 - ------------------------------------------------------------- 3076800884 316209 SND SELENIUM 200MCG 60CT - ------------------------------------------------------------- 3076851150 4730717 SND SHARK CART 50CAP 115005 - ------------------------------------------------------------- 3076801136 322156 SND ST. JOHN'S WORT EXTR 150CT - ------------------------------------------------------------- 3076801045 398738 SND ST. JOHN'S WORT EXTRACT60CT - ------------------------------------------------------------- 3076800627 322184 SND ST. JOHN'S WORT XTRA 60CT - ------------------------------------------------------------- 3076813798 4730756 SND SUNVITES 130TAB 798-1 - ------------------------------------------------------------- 3076800635 4730720 SND ZINC 100MG 100TB 635-10 - ------------------------------------------------------------- 3076800706 4730744 SND ZINC GLUC 30MG 100TB 706-1 - ------------------------------------------------------------- 3076800943 301979 SND ZINC LOZENGES 50CT - ------------------------------------------------------------- 30003092640 33712 SQ COD LIVER OIL 120Z - ------------------------------------------------------------- 30003092740 4717692 SQ COD LIVER OIL MT 120Z 9274 - ------------------------------------------------------------- 30003092630 33714 SQ COD LIVER OIL PLN 4 OZ - ------------------------------------------------------------- 30005412419 33453 STRESS TAB 600 60S - ------------------------------------------------------------- 30005412619 33454 STRESS TAB600 W/IRON60S II - ------------------------------------------------------------- 30005412519 33455 STRESS TAB600 W/ZINC60S II - ------------------------------------------------------------- 30083019573 33553 SUNKIST CHEW VIT C 500MG60 - ------------------------------------------------------------- 30083020073 33739 SUNKST CHLDS COMPLTE60S II - ------------------------------------------------------------- 4698500110 4714131 SUPER LYSINE & 90 TABS #00110 - ------------------------------------------------------------- 31981005462 33596 THERAGRAN M TABS 100+30 - ------------------------------------------------------------- 31981005492 33595 THERAGRAN STRESS FORM 75S - ------------------------------------------------------------- 31981005451 33573 THERAGRAN TABS 100 + 30 - ------------------------------------------------------------- 7434510372 516859 TIGERMILK BAR PROTEIN 1.250Z - ------------------------------------------------------------- 2052552179 398763 TIGER'S MILK BAR CHOC 1.30Z - ------------------------------------------------------------- 30087045303 33649 TRI-VI-SOL IRON DROP 50ML - ------------------------------------------------------------- 30087040303 33646 TRI-VI-SOL VIT DRP 50ML - ------------------------------------------------------------- 30766073560 32971 TUMS 500 ASST TABS 60'S - ------------------------------------------------------------- 3944204750 398676 UN CREATINE JAVA 1.54 - ------------------------------------------------------------- 3944204760 398677 UN CREATINE PDR PUNCH 1.60 - ------------------------------------------------------------- 76488355004 4728025 UNIQUE ECH LIQ ORIGINAL 40Z - ------------------------------------------------------------- 76488352390 4728026 UNIQUE ECH/GOLD SEAL 90'S - ------------------------------------------------------------- 76488351014 398675 UNIQUE ECHIN HUCK 4 OZ - ------------------------------------------------------------- 76488352150 4728024 UNIQUE ECHINACEA 1000 MG 50'S - ------------------------------------------------------------- 76488351015 398679 UNIQUE ECHINACEA KIWI 40Z - ------------------------------------------------------------- 76488356390 4728031 UNIQUE ECHW/BETA CARO 80'S - ------------------------------------------------------------- 76488391064 4728030 UNIQUE PREM ECH EXT 10Z - ------------------------------------------------------------- 76000002 120823 UN-PETROLEUM UP JELLY - ------------------------------------------------------------- 3408300046 4709255 USA YOHIMBE 1500MG 30TABS 015 - ------------------------------------------------------------- 79319009001 398907 VENASTAT 30 CT - ------------------------------------------------------------- 79319009002 322111 VENASTAT 60 CT IIM - ------------------------------------------------------------- 7782382514 4734499 VIT CHEWY C RASP 14 CT 825R - ------------------------------------------------------------- 8009100007 398480 VITALERT ENERGY HGH PTNCY 100S - -------------------------------------------------------------
Page 12 Exhibit D RA Planogram
UPC Stockcode Long Description - ------------------------------------------------------------- 79319008039 316500 VITASANA TABS 60CT - ------------------------------------------------------------- 7434552403 322148 WDR CREATINE ATP FR PNCH 640GR - ------------------------------------------------------------- 7434550156 301702 WEIDER JW MEGABOLIC PAKS 30DY - ------------------------------------------------------------- 7434552418 322147 WEIDER LEAN PRO PUNCH 500 GR - ------------------------------------------------------------- 7434552394 322145 WEIDER PYRUVATE 500 MG 60 CT - ------------------------------------------------------------- 79650252399 322145 WEIDER PYRUVATE 500 MG 60 CT - ------------------------------------------------------------- 7498000575 398909 Y.L. ST. JOHN'S WORT 50CT - ------------------------------------------------------------- 7498030220 316090 YL ECHINACEA/GOLDENSEAL 50S - ------------------------------------------------------------- 7498030110 316088 YL GINGKO BILOBA 50S - ------------------------------------------------------------- 7498030080 316092 YL GOLDENSEAL 50S - ------------------------------------------------------------- 7498001230 34631 YL MAXIMUM PAK 30 DAY - ------------------------------------------------------------- 7498030545 316093 YL SHARK CARTILAGE 50S - ------------------------------------------------------------- 7498001250 34652 YL STRESS PAK 30 DAY - ------------------------------------------------------------- 7498030090 316091 YOUR LIFE ECHINACEA 50S - ------------------------------------------------------------- 7498030120 316089 YOUR LIFE GINSENG 50S - ------------------------------------------------------------- 4635200199 4714594 YP DLY FIBRE 65MG 180 CPS 0019 - ------------------------------------------------------------- 4635200106 4714556 YP PSYLLIUM HUSK 625MG/180CAPS - ------------------------------------------------------------- 4195401004 516795 ZAND EXT INSURE HERBAL 2 OZ - ------------------------------------------------------------- 38964 NM ESSENTIAL BALANCE 130CT - ------------------------------------------------------------- 4727927 NM BETA CAROT25000IU300CT01782 - -------------------------------------------------------------
Page 13 RETAIL AGREEMENT EXHIBIT E MODIFIED GNC PROPRIETARY SYSTEM* GENERAL NUTRITION CENTERS MODIFIED COMPREHENSIVE SYSTEM General Nutrition Sales Corporation ("GNC") and Rite Aid Corporation ("Rite Aid") have entered into the GNC/Rite Aid Retail Agreement which sets forth the terms and conditions under which Rite Aid may open and operate GNC-General Nutrition Centers ("Businesses") within certain designated retail drug stores owned or operated by Rite Aid ("Stores"). This Modified Comprehensive System contains the requirements applicable to opening and operating the Businesses pursuant to the GNC/Rite Aid Retail Agreement. Exterior Sign Each Store shall have an exterior sign featuring the GNC logo, provided by or approved by GNC, displayed on the exterior facade of the Store in the manner and subject to the provisions set forth in Section VI of the GNC/Rite Aid Retail Agreement. Layout & Design Each Business is to be constructed and maintained in a design and layout provided by or approved by GNC for the Rite Aid-operated Businesses. Fixtures All fixtures used in each Business must be of a type and design approved by or provided by GNC for the Rite Aid-operated Businesses. Architectural Graphics Each Business shall display, in the locations within the Business designated by GNC, architectural graphics, including category signs, lifestyle or other overhead graphics, and on-shelf feature signs which are a part of the then-current architectural graphics package for corporate-owned GNC stores and are approved by or provided by GNC for the Rite Aid-operated Businesses. Proprietary Product Assortment Each Business shall carry the full assortment of GNC Brand Products and Third Party Products set forth in the GNC Plan-o-Gram(s) approved by GNC for the Rite Aid-operated Businesses, including the minimum display quantities specified in the GNC Plan-O-Gram(s). [*] Merchandising Each Business shall adhere to the product assortments and placement and placement of graphic and other display or sales support materials on each shelf in the Business as set forth in the GNC Plan-O-Gram(s) approved by GNC for the Rite Aid-operated Businesses. Promotional Graphics & Merchandising Each Business will display, in the locations within the Business designed by GNC, promotional graphics provided by GNC and merchandise and display promotional products specified by GNC. [*] Customer Service Each Business will be open for business and accessible to customers during the full hours of operation of the Store within which it operates. Rite Aid will provide knowledgeable and courteous customer service in the GNC store through its employees during all hours of store operation and provide dedicated trained employees in the manner and subject to the provision set forth in Section VI of the GNC/Rite Aid Retail Agreement. Appearance The appearance of each Business must be kept clean and appealing to consumers in accordance with, and subject to the provisions of, the GNC/Rite Aid Retail Agreement. Refunds/Exchanges Each Business shall honor refunds and exchanges in accordance with policies established by GNC for all Corporate, Franchise, and Licensed locations. Rain Checks Each Business shall issue and honor rain checks in accordance with policies established by GNC for all Corporate, Franchise, and Licensed locations. * 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. RETAIL AGREEMENT EXHIBIT F LIST OF PROPRIETARY MARKS EXHIBIT F "GNC" AND RELATED PROPRIETARY MARKS
TRADEMARK CLASS - --------- ----- Big 50 5 Big 100 5 Bio-Remedy 5 *Calcibite 5 Calcium Complete 5 Calcium Plus 5 *Carticin 5 Cell Protector 5 *Challenge 5 *CM Gold 5 *CM System 5 *Competition 1850 5 *Cortileve 5 Creatine Plus 5 *Creatine Plus Transport 5 *DietGel 5 *Energel 5 *Ginseng Gold 5 GNC 5 GNC Live Well 5 GNC Live Well 16 Herbal Plus 5 Mega Men 5 *Mega Teen 5 *Multibite 5 Multi-Mega Minerals 5 Nourishair 5 Optibolic 5 *Plantinum Years 5 *Natural Brand 5 Preventron 5 Preventive Nutrition 5 Pro Performance 5 Solotron 5 System LF 5 *TMG Complete 5 *Trans Neuro 5 Ultra Mega 5

SERVICE MARK CLASS - ----------------------- ----- ~~GNC-General Nutrition Centers 35 GNC-General Nutrition Centers-Live Well 35 *GNC Live Well 35~~
*APPLICATION PENDING IN USA TRADEMARK OFFICE RETAIL AGREEMENT EXHIBIT G RITE AID'S REPORTING REQUIREMENTS EXHIBIT G TO THE GNC/RITE AID RETAIL AGREEMENT RITE AID'S REPORTING REQUIREMENTS Rite Aid will provide the following data in a electronic format to be determined jointly by Rite Aid and GNC. The frequency of data provision will also be determined jointly by Rite Aid and GNC. Rite Aid will provide GNC with all transactions that involve the sale of any item contained in the GNC Plan-O-Gram and/or sold to a Gold Card customer. The transaction will contain the following data. Item Numbers: Rite Aid item number (not required if GNC item number is available) or GNC item number UPC *Store number Rite Aid store number *Sale date Sale type code At a minimum, sale or return Units Total Units sold or returned Extended sell Excluding discounts Extended discount Extended cost Tender type Gold Card Number Identification number contained on the Gold Card of the customer Rite Rewards Number Number or indicator that this product was purchased using the Rite Reward Card *Register number *Transaction number Store or internet transaction indicator *Used to combine market basket. If other methods are available to accomplish this, GNC will consider them. In addition, Rite Aid will provide a store file containing the following data: Store number Store address RETAIL AGREEMENT EXHIBIT H GNC CONSENT AGREEMENTS AND ORDERS UNITED STATES DISTRICT COURT WESTERN DISTRICT OF PENNSYLVANIA UNITED STATES OF AMERICA, Plaintiff, v. CIV. ACT. NO. 94 0686 GENERAL NUTRITION, INC., a corporation,) Defendant. CONSENT DECREE WHEREAS: Plaintiff, the United States of America, has commenced this action by filing the Complaint herein; defendant has waived service of the Summons and Complaint; the parties have been represented by the attorneys whose names appear hereafter; and the parties have agreed to settlement of this action upon the following terms and conditions, without adjudication of any issue of fact or law and without defendant's admitting liability for any of the matters alleged in the Complaint; THEREFORE, on the joint motion of plaintiff and defendant, it is hereby ORDERED, ADJUDGED, and DECREED as follows: Exhibit 11.34 1. This Court has jurisdiction of the subject matter and of the parties. 2. The Complaint states a claim upon which relief may be granted against the defendants under Sections 5(l), 9, 13(b), and 16(a) of the Federal Trade Commission Act, 15 U.S.C, Sections 45(l), 49, 53 (b), and 56(a). 3. The following definitions shall apply to this decree: "1989 Order" shall mean the Federal Trade Commission ("Commission") Order in FTC Docket No. C-9175, 111 F.T.C. 387, 411-16 (1989), a copy of which is attached herewith as Attachment A and made a part of this Consent Decree. "1970 Order" shall mean the Commission Order in FTC Docket No. C-1517, 75 F.T.C. 529, 536-39 (1969), as modified at 77 F.T.C. 1458, 1458-59 (1970), a copy of which is attached herewith as Attachment B and made a part of this Consent Decree. CIVIL PENALTY 4. Pursuant to Section 5(l) of the Federal Trade Commission Act, 15 U.S.C. Section 45(l), Defendant GENERAL NUTRITION, INC., shall pay a monetary civil penalty of $2.4 million ($2,400,000). Defendant has agreed to deposit this sum into an escrow account; established and managed by Arent Fox Kintner Plotkin & Kahn, within five (5) business days of the Commission's acceptance of an agreement settling the civil penalty actions in F.T.C. Dkt. Nos. C-1517 and D-9175 ("Agreement"). After entry of this Decree, Arent Fox Kintner Plotkin & Kahn shall within three (3) business days transfer this sum from the escrow account to Consent Decree Page 2 of 9 Exhibit 11.35 the U.S. Treasury as a civil penalty. Any interest earned on the escrow principal during the pendency of the escrow shall not accrue to the amount of the civil penalty, but shall be the property of Defendant. If the Decree is not entered within 120 days of the Commission's acceptance of the Agreement, the escrow principal and any interest earned thereon during the pendency of the escrow shall be the property of Defendant. In the event of any default in payment by Defendant to the escrow account, which default continues for ten (10) days beyond the due date of the payment, interest computed pursuant to 28. U.S.C. Section 1961(a) shall accrue from the date of default to the date of payment. INJUNCTION AGAINST ORDER VIOLATIONS 5. Defendant, GENERAL NUTRITION, INC., its successors and assigns, and its officers, agents, representatives and employees, and all persons in active concert or participation with any one or more of them who receive actual notice of this Consent Decree by personal service or otherwise, are hereby enjoined from ever violating, directly or through any corporation, subsidiary, division, or other device, any provision of the 1989 and 1970 Orders. 6. In the event that either the 1989 or the 1970 Order is hereafter modified, defendant's compliance with such Order as so modified shall not be deemed a violation of this injunction. FURTHER ORDER PROVISIONS 7. Defendant, GENERAL NUTRITION, INC., its successors and assigns, and its officers, agents, representatives and employees, Consent Decree Page 3 of 9 Exhibit 11.36 and all persons in active concert or participation with any one or more of them who receive actual notice of this Consent Decree by personal service or otherwise, are hereby enjoined from: (a) Representing, directly or by implication, in connection with the advertising, packaging, labeling, promoting, offering for sale, selling, or distributing of Biotin Hair Care Kit, Biotin Shampoo, Biotin Conditioner, Biotin Vitamins and Minerals for The Hair, Polysorbate 80, or any other substantially similar hair care product ("defendant's product(s)"), that the use of defendant's product(s) will prevent or retard hair loss. For purposes of this Consent Decree, "substantially similar hair care product" shall be defined as any product that is advertised or intended for sale over-the-counter to treat, cure or curtail hair loss and which is of substantially similar composition or possesses substantially similar properties to Biotin Hair Care Kit, Biotin Shampoo, Biotin Conditioner, Biotin Vitamins and Minerals for The Hair, or Polysorbate 80. (b) Representing, directly or by implication, in connection with the advertising, packaging, labeling, promoting, offering for sale, selling, or distributing of any other product or service, that: Consent Decree Page 4 of 9 Exhibit 11.37 (1) the use of the product or service can or will prevent, cure, relieve, reverse, or reduce hair loss; or (2) the use of the product or service can or will promote the growth of hair where hair has already been lost, unless such representation is true and unless, at the time of making such representation, respondent possesses and relies upon competent and reliable scientific evidence that substantiates the representation. For purposes of this Consent Decree, "competent and reliable scientific evidence" shall mean tests, analyses, research, studies, or other evidence based on the expertise of professionals in the relevant area that has been conducted and evaluated in an objective manner by persons qualified to do so, using procedures generally accepted by others in the profession to yield accurate and reliable results. (c) Advertising, packaging, labeling, promoting, offering for sale, selling, or distributing any product that is represented as promoting hair growth or preventing hair loss, unless the product is the subject of an approved new drug application for such purpose under the Federal Food, Drug, and Cosmetic Act, 21 U.S.C, 301 et seq., provided that, this requirement shall not limit the requirements of paragraph 7(a) and (b) herein. Consent Decree Page 5 of 9 Exhibit 11.38 DISTRIBUTION OF THE DECREE 8. GENERAL NUTRITION, INC., shall, within thirty (30) days of the entry of this Consent Decree, provide a copy of this Consent Decree, to each of its officers, directors, agents, and employees having sales, advertising, or policy responsibilities with respect to the subject matter of this Order, secure from each such person a signed statement acknowledging receipt of a copy of this Consent Decree, and shall, within thirty (30) days of complying with this paragraph, serve upon the Commission an affidavit setting forth the fact and manner of its compliance, including the name and title of each person to whom a copy of the Consent Decree has been provided. OTHER CAUSES OF ACTION NOT BARRED 9. This action, and the relief awarded herein, is in addition to and not in lieu of other remedies as may be provided by law, including both civil and criminal remedies. CONTINUING JURISDICTION 10. This Court shall retain jurisdiction of this matter for the purpose of enabling any of the parties to this Consent Decree to apply to the Court at any time for such further orders or directives as may be necessary or appropriate for interpretation or modification of this Consent Decree, for the enforcement of compliance therewith, for the redress of any violations thereof, or for the punishment of any violations thereof. Consent Decree Page 6 of 9 Exhibit 11.39 JUDGMENT IS THEREFORE ENTERED in favor of plaintiff, the United States of America, and against defendant, pursuant to all of the terms and conditions recited above. Dated this 20th day of May, 1994. [ILLEGIBLE] cm: All parties of record MP --------------------------------- United States District Judge The parties, by their respective counsel, hereby consent to the terms and conditions of the Consent Decree as set forth above and consent to the entry thereof. Defendant waives any rights that may arise under the Equal Access to Justice Act, 28 U.S.C. Section 2412. FOR THE UNITED STATES OF AMERICA FRANK V. HUNGER Assistant Attorney General Civil Division United States Department of Justice FREDERICK W. THIEMAN United States Attorney for the Western District of Pennsylvania /s/ AMY REYNOLDS HAY -------------------------------- AMY REYNOLDS HAY Assistant United States Attorney 633 U.S. Post Office & Courthouse Pittsburgh, PA 15219 (412) 644-6655 PA ID # 136623 EUGENE M. THIROLF Director Office of Consumer Litigation /s/ LAWRENCE G. McDADE -------------------------------- LAWRENCE G. McDADE Assistant Director Office of Consumer Litigation Civil Division U.S. Department of Justice Consent Decree Page 7 of 9 Exhibit 11.40 FOR THE FEDERAL TRADE COMMISSION /s/ DEAN C. GRAYBILL ----------------------------------- DEAN C. GRAYBILL Associate Director for Enforcement /s/ JUSTIN DINGFELDER ----------------------------------- JUSTIN DINGFELDER Assistant Director for Enforcement /s/ PETER P. METRINKO ----------------------------------- PETER P. METRINKO /s/ ROSE TOUFEXIS ----------------------------------- ROSE TOUFEXIS /s/ JANICE PODOLL FRANKLE ----------------------------------- JANICE PODOLL FRANKLE /s/ JONATHAN COWEN ----------------------------------- JONATHAN COWEN Attorneys Division of Enforcement Bureau of Consumer Protection Federal Trade Commission FOR THB DEFENDANT GENERAL NUTRITION, INC. By: /s/ WILLIAM E. WATT ----------------------------------- WILLIAM E. WATT PRESIDENT and CEO Consent Decree Page 8 of 9 Exhibit 11.41 /s/ CHRISTOPHER SMITH ----------------------------------- CHRISTOPHER SMITH LEWIS ROSE Arent Fox Kintner Plotkin and Kahn 1050 Connecticut Ave., N.W. Washington, DC 20036-5339 Attorneys for the Defendant Consent Decree Page 9 of 9 Exhibit 11.42 ATTACHMENT A B018526 UNITED STATES OF AMERICA BEFORE FEDERAL TRADE COMMISSION COMMISSIONERS: Daniel Oliver, Chairman Terry Calvani Mary L. Azcuenaga Andrew J. Strenio, Jr. Margot E. Machol ) IN THE HATTER OF ) ) DOCKET NO. 9175 GENERAL NUTRITION, INC. ) DECISION AND ORDER a corporation. ) The Commission having heretofore issued its complaint charging the respondent named in the caption hereof with violation of Sections 5 and 12 of the Federal Trade Commission Act, as amended, and the respondent having been served with a copy of that complaint, together with a notice of contemplated relief; and The respondent, its attorney, and counsel for the Commission having thereafter executed an agreement containing a consent order, an admission by the respondent of all the jurisdictional facts set forth in the complaint, a statement that the signing of said agreement is for settlement purposes only and does not constitute an admission by respondent that the law has been violated as alleged in such complaint, and waivers and other provisions as required by the Commission's Rules; and The Secretary of the Commission having thereafter withdrawn this matter from adjudication in accordance with $ 3.25(c) of its Rules; and The Commission having considered the matter and having thereupon accepted the executed consent agreement and placed such agreement on the public record for a period of sixty (60) days, now in further conformity with the procedure prescribed in $ 3.25(f) of its Rules, the Commission hereby makes the following jurisdictional findings and enters the following order: Exhibit 11.43 1. General Nutrition, Inc., is a corporation organized, existing and doing business under and by virtue of the laws of the Commonwealth of Pennsylvania, with its office and principal place of business located at 921 Penn Avenue, in the City of Pittsburgh, Commonwealth of Pennsylvania. 2. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and of the respondent, and the proceeding is in the public interest. ORDER I IT IS ORDERED that respondent General Nutrition Incorporated, a corporation, its successors and assigns, and its officers, agents, representatives, and employees, directly or through any corporation, subsidiary, division or other device, in connection with the manufacture, advertising, labeling, packaging, offering for sale, sale, or distribution of "Healthy Greens," or any substantially comparable product, in or affecting commerce, as "commerce" is defined in the Federal Trade Commission Act, do forthwith cease and desist from representing, directly or by implication, contrary to fact, that any finding of the National Research Council, National Cancer Institute, American Cancer Society, or U.S. Government, or any finding contained in the Report entitled Diet, Nutrition, and Cancer. supports the claim that use of such product is associated with a reduction in incidence of any type of cancer. II IT IS FURTHER ORDERED that respondent, its successors and assigns, and its officers, agents, representatives, and employees, directly or through any corporation; subsidiary, division or other device, in connection with the manufacture, advertising, labeling, packaging, offering for sale, sale, or Exhibit 11.44 2 distribution of any product in or affecting commerce, as "commerce" is defined in the Federal Trade Commission Act, do forthwith cease and desist from misrepresenting in any manner, directly or by implication, the purpose, content, sample, reliability, results or conclusions of any scientific test, research article, or any other scientific opinion or data, with respect to such product's ability to cure, treat, prevent or reduce the risk of developing any disease in humans. III IT IS FURTHER ORDERED that respondent, its successors and assigns, and its officers, agents, representatives, and employees, directly or through any corporation, subsidiary, division or other device, in connection with the manufacture, advertising, labeling, packaging, offering for sale, sale, or distribution of "Challenge Growth and Training Vita-Pak," "Challenge Free Form Amino Acids," "Life Expander Growth Hormone Releaser," or "24 Hour Diet Plan," or any other free form amino acid nutrient supplement containing arginine, ornithine, tryptophane or a combination thereof, in or affecting commerce, as "commerce" is defined in the Federal Trade Commission Act, do forthwith cease and desist from representing, directly or by implication, that: A. Any such nutrient supplement will stimulate greater production or release of human growth hormone in users than in non-users; B. Any such nutrient supplement will aid a user in achieving greater or faster muscular development than a non-user or will aid a user in achieving muscular development similar to or superior to the kind generally believed by bodybuilders to be achievable through the use of anabolic steroids, e.g., rapid or substantial muscular development; C. Any such nutrient supplement will burn away fat or otherwise alter human metabolism to use up or "burn" stored fat, rather than stored carbohydrates, or will aid a user in attaining greater weight loss during sleep than a non-user; or D. Any such nutrient supplement will expand, extend, or prolong life, or retard aging. Exhibit 11.45 3 IV IT IS FURTHER ORDERED that respondent, its successors and assigns, and its officers, agents, representatives, and employees, directly or through any corporation, subsidiary, division or other device, do forthwith cease and desist from using the expression "Growth Hormone Releaser," or other expressions of similar meaning as a brand name or description for any product, unless such product stimulates the body to produce, or the pituitary gland to release, significantly greater amounts of human growth hormone in users than in non-users and, at the time of using such expression, respondent possesses and relies upon reliable and competent scientific evidence that substantiates the representation. "Reliable and competent scientific evidence" shall mean for purposes of paragraphs IV and V of this order those tests, analyses, research, studies, or other evidence conducted and evaluated in an objective manner by persons qualified to do so, using procedures generally accepted by others in the profession or science to yield accurate and reliable results. V IT IS FURTHER ORDERED that respondent, its successors and assigns, and its officers, agents, representatives, and employees, directly or through any corporation, subsidiary, division or other device, in connection with the manufacture, advertising, labeling, packaging, offering for sale, sale, or distribution of any product in or affecting commerce, as "commerce" is defined in the Federal Trade Commission Act, do forthwith cease and desist from making any representation, directly or by implication: A. Concerning such product's ability to cure, treat, prevent or reduce the risk of developing any disease in humans; B. That such product assists or enables a user to lose or control weight or fat, or suppress appetite; C. That such product expands, extends, or prolongs life or retards aging; or D. That such product aids a user in achieving greater or faster muscular development than a Exhibit 11.46 4 non-user or aids a user in achieving greater endurance, strength, power or stamina or shorter exercise recovery or recuperation time than a non-user unless, at the time of making such representation (V A-D above), respondent possesses and relies upon reliable and competent scientific evidence that substantiates the representation. PROVIDED HOWEVER, that respondent shall not be liable under this paragraph for any representation contained on a package label or package insert for a product that meets all of the following conditions: 1. The product is manufactured and distributed by a third party and is not manufactured or distributed exclusively for respondent; 2. The product is generally available at competing retail outlets; 3. The product is not identified with respondent and does not contain respondent's name or logo; 4. The product was not developed or manufactured at the instigation or with the assistance of respondent; and 5. The product representation is not otherwise advertised or promoted by respondent. VI IT IS FURTHER ORDERED that respondent shall pay, in lieu of redress, the aggregate sum of six hundred thousand dollars ($600,000.00) divided in three equal parts to the American Diabetes Association, Inc., the American Cancer Society, Inc., and the American Heart Association. These funds shall be designated for the support of research or fellowships in the fields of nutrition, obesity or physical fitness. Respondent shall make payment in three installments, each installment to be divided equally among the recipients: the first installment in the amount of $300,000.00 within 30 days of the date of service of this order; the second in the amount of $200,000.00 within one year and 30 days of the date of service of this order; and, the third in the amount of $100,000.00 within two years and 30 days of the date of Exhibit 11.47 5 service of this order. In the event any default in payment occurs and continues for 10 days beyond the due date of payment and the giving of notice of such default, the entire remaining amount shall then become due and payable. VII IT IS FURTHER ORDERED that for three (3) years after the last date of dissemination of the representation, respondent, or its successors and assigns, shall maintain and upon request make available to the Federal Trade Commission for inspection and copying copies of: 1. All materials that were relied upon by respondent in disseminating any representation covered by this order; and 2. All tests, reports, studies, surveys, demonstrations or other evidence in its possession or control that contradict, qualify, or call into question any representation made by respondent that is covered by this order. VIII IT IS FURTHER ORDERED that respondent shall notify the Commission at least thirty (30) days prior to any proposed change in the respondent such as dissolution, assignment or sale resulting in the emergence of a successor corporation, the creation or dissolution of subsidiaries or any other change in the corporation which may affect compliance obligations arising out of this order. IX IT IS FURTHER ORDERED that respondent shall, within sixty (60) days after service of this order, file with the Commission a report, in writing, setting forth in detail the manner and form in which it has complied with this order. 6 Exhibit 11.48 10 IT IS FURTHER ORDERED that respondent shall forthwith distribute a copy of this order to each of its operating divisions and to all distributors of products manufactured or marketed by respondent. IN WITNESS WHEREOF, the Federal Trade Commission has caused its complaint to be signed by its Secretary and its official seal to be hereto affixed at Washington, D.C. this 2nd day of February, A.D., 1989. By the Commission, Commissioner Azcuenapa dissenting. Commissioner Machol was recorded as not participating. /s/ Donald S. Clark ---------------------------- Donald S. Clark Secretary SEAL: 7 Exhibit 11.49 [OFFICE OF THE COMMISSIONER LOGO] UNITED STATES OF AMERICA FEDERAL TRADE COMMISSION WASHINGTON, D.C 20560 DISSENTING STATEMENT OF COMMISSIONER HARY L. AZCUENAGA IN GENERAL NUTAITION; INC. (D. 9175 and 842 3035) I dissent from the Commission's decision to accept a proposed consent order with General Nutrition, Inc. ("GNC") because the order leaves GNC free to sell products that it knows are deceptively labeled. The proviso to Paragraph V of the consent order provides that GNC would not necessarily be liable for unsubstantiated claims appearing on the labels of the products sold at its stores even if it was clear that the company had actual knowledge that those claims were unsubstantiated. I believe that the order should hold GNC liable if it knows that the packaging of these products contains unsubstantiated claims. Exhibit 11.5O IN THE MATTER OF GENERAL NUTRITION CORPORATION TRADING AS NATURAL SALES COMPANY, ET AL. CONSENT ORDER, ETC., IN REGARD TO THE ALLEGED VIOLATION OF THE FEDERAL TRADE COMMISSION ACT. Docket C-1517. Complaint, Apr. 4, 1968-Decision, Apr. 4, 1968* Consent order requiring a Pittsburgh, Pa., distributor of drug preparations to cease making exaggerated claims concerning the efficacy of its vitamins and mineral products, and disseminating advertising which lists untested ingredients. The Commission having heretofore determined to issue its complaint charging the respondents named in the caption hereof with violation of the Federal Trade Commission Act, and the respondents having been served with notice of said determination and with a copy of the complaint the Commission intended to issue, together with a proposed form of order; and The respondents and counsel for the Commission having thereafter executed an agreement containing a consent order, an admission by the respondents of all the jurisdictional facts set forth in the complaint to issue herein, a statement that the signing of said agreement is for settlement purposes only and does not constitute an admission by respondents that the law has been violated as alleged in such complaint, and waivers and other provisions as required by the Commission's Rules; and The Commission having considered the agreement and having accepted same, and the agreement containing consent order having thereupon been placed on the public record for a period of (30) days, now in further conformity with the procedure prescribed in Section 2.34 (b) of its Rules, the Commission hereby issues its complaint in the form contemplated by said agreement, makes the following jurisdictional findings, and enters the following order: - ---------- * Published as amended by Commission's order of June 20, 1969, which amended the last paragraph of the order to clarify an ambiguity as to the filing of compliance reports. Exhibit 11.51 1. Respondent General Nutrition Corporation is a corporation organized, existing and doing business under and by virtue of the laws of the State of Pennsylvania, with its principal office and place of business located at 921 Penn Avenue, in the City of Pittsburgh, State of Pennsylvania. The corporate respondent conducts its business under its own name and also under the name Natural Sales Company and formerly did business also under the name "Vitamin Sales Division." Respondent David B. Shakarian is the Chairman of the Board and the President of the corporate respondent and his address is the same as that of said corporate respondent. 2. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and of the respondents, and the proceeding is in the public interest. ORDER It is ordered, That respondents General Nutrition Corporation, a corporation, also trading as Natural Sales Company, or under any other name or names, and its officers, and David B. Shakarian, individually and as an officer of said corporation, and respondents' agents, representatives and employees, directly or through any corporate or other device, in connection with the offering for sale, sale or distribution of Geri-Gen Liquid, Geri-Gen Tablets or Hemotrex, or any other food or drug preparation containing vitamins and/or minerals, do forthwith cease and desist from: 1. Disseminating, or causing to be disseminated, by means of the United States mail or by any means in commerce, as "commerce" is defined in the Federal Trade Commission Act, any advertisement which represents, directly or by implication that: (a) The use of such preparations will be of benefit in the prevention, relief or treatment of tiredness, listlessness, lack of normal appetite, "depleted" feeling, "run-down" feeling, easy fatigability or any other symptom, unless such representation is expressly limited to a symptom or symptoms caused by a deficiency of one or more of the vitamins or iron provided by such preparations; and, further unless such advertisement also discloses clearly and conspicuously, in immediate or close proximity, and with equal prominence, to any such representations: (1) That, in the great majority of persons suffering from any such symptom or symptoms, the preparations will be of no benefit in the prevention, treatment or relief of such symptom or symptoms; and (2) That the presence of iron deficiency anemia or iron deficiency of any degree cannot be self-diagnosed and can be determined only by means of medical or laboratory tests conducted by or under the supervision of a physician; and Exhibit 11.52 (3) That the presence of a deficiency of that B vitamins, or of any vitamin, cannot be self-diagnosed and can be determined only by means of medical laboratory tests conducted by or under the supervision of a physician. (b) Any B Complex Vitamin or Vitamin C is not stored in the body or must be replaced daily. (c) Any ingredient, other than iron, in Geri-Gen liquid, Geri-Gen Tablets or Hemotrex contributes to the effectiveness of these or similar preparations in the preparations in the prevention, treatment or relief of iron deficiency anemia or of iron deficiency or of symptoms represented, directly to or by implication, to be caused by iron deficiency or iron deficiency anemia; (d) An individual with iron deficiency anemia or an iron deficiency may also suffer from a deficiency of one or more of the other minerals or of one or more of the vitamins in Geri-Gen Liquid, Geri-Gen Tablets or Hemotrex, unless the advertisement also discloses clearly and conspicuously, in immediate or close proximity and with equal prominence, that in the great majority of cases of iron deficiency anemia or iron deficiency there is no need for additional vitamins or for any additional mineral other than iron; (e) The presence of iron deficiency anemia or iron deficiency of any degree can be self-diagnosed; (f) The presence of iron deficiency anemia or iron deficiency of any degree can generally be determined without medical or laboratory tests conducted by or under the supervision of a physician; (g) The presence of a deficiency of the B vitamin, or any vitamin can be self-diagnosed; (h) The presence of a deficiency of the B vitamins, or of any vitamin, can generally be determined without medical tests conducted by or under the supervision of a physician. Provided, however, That the reference in any advertisement of respondents' vitamin and/or mineral products to a deficiency of vitamins and/or minerals, either directly or by inference, shall not be deemed to constitute a violation of subsections (e), (f), (g) or (h) of Section 1 hereof so long as such advertisement also contains an equally clear and conspicuous statement which reads "If, after medical tests, your doctor has found that you need vitamin and/or mineral supplements, let him recommend those which you may need." Exhibit 11.53 Provided further, however, That neither (1) the identification of respondents' vitamin and/or mineral products by names which are acceptable in labeling to the Food and Drug Administration; nor (2) the listing of the ingredients or enumeration of the formulas of such products expressed as percentages of such unit as may be determined as appropriate in labeling by the Food and Drug Administration; shall be considered to be violative of subsections (c), (d), (e), (f), (g) or (h) hereof. 2. Disseminating, or causing to be disseminated, by means of the United States mails or by any means in commerce, as "commerce" is defined in the Federal Trade Commission Act, any advertisement which lists, or otherwise refers to as an ingredient, any ingredient the need for which in human nutrition has not been established, or an ingredient whose presence in the preparation is without nutritional significance, unless the advertisement also discloses clearly and conspicuously, in immediate or close proximity, and with equal prominence: (1) that the need for such ingredient in human nutrition has not been established; or (2) that the presence of such ingredient in such preparation is without nutritional significance, as the case may be. 3. Disseminating, or causing to be disseminated, by means of the United States mails or by any means in commerce, as "commerce" is defined in the Federal Trade Commission Act, any advertisement which contains statements which are inconsistent with, negate or contradict any of the affirmative disclosures required by paragraphs 1 or 2 of this order. 4. Disseminating, or causing to be disseminated, by any means, for the purpose of including, or which is likely to induce, directly or indirectly, the purchase of such preparation in commerce, as "commerce" is defined in the Federal Trade Commission Act, any advertisement which contains any of the representations prohibited by paragraphs 1,2 or 3 hereof, or which fails to comply with the affirmative requirements of paragraphs 1 and 2 hereof. It is further ordered, That the respondent corporation shall forthwith distribute a copy of this order to each of its operating divisions. It is further ordered, That the respondents herein shall, on the date that this order shall become final in accordance with the terms of Paragraph 7 of the Consent Agreement, file with the Commission a report in writing setting forth in detail the manner and form in which they have complied with this order. Exhibit 11.54 IN THE MATTER OF GENERAL NUTRITION CORPORATION TRADING AS NATURAL SALES COMPANY, ET AL. MODIFIED ORDER, ETC, IN REGARD TO THE ALLEGED VIOLATION OF THE FEDERAL TRADE COMMISSION ACT Docket C-1517. Complaint, Apr. 4, 1969-Decision, Nov. 4, 1970 Order modifying a previous consent order dated April 4, 1969, 75 F.T.C. 529, which prohibited a drug company from making certain claims for the nutritional significance of vitamin and mineral ingredients. ORDER MODIFYING CEASE AND DESIST ORDER The respondents having made no response to the Commission's order to show cause dated July 1, 1970 on or before the thirtieth day after service thereof. Order It is ordered. That Paragraph 2 of the Commission's order dated April 4, 1969 [75 F.T.C. 529], be, and it hereby is, modified to read as follows: Paragraph 2. Disseminating, or causing to be disseminated, by means of the United States mails or by any means in commerce, as "commerce" is defined in the Federal Trade Commission Act, any advertisement of a product which is advertised or promoted for sale by reason of its vitamin and/or mineral content, which lists, or otherwise refers to as in ingredient, except in the name of such product, any ingredient, the need for which in human nutrition has not been established, or any ingredient whose presence in the preparation is without nutritional significance, unless the advertisement also discloses clearly and conspicuously, in immediate or close proximity, and with equal prominence, that the presence of such ingredient in such preparation is without nutritional significance; nor shall any representation be made that the need for such an ingredient in such product for human nutrition has been established. For the purpose of enforcement of this paragraph, any regulation by the Food and Drug Administration, in full force and effect, which affirmatively permits claims for nutritional significance of a vitamin or mineral in a specified amount in a product labeled for use as a food supplement, will be accepted as evidence that the presence of that amount of the specified nutrient has nutritional significance. Exhibit 11.55 GNCI General Nutrition Companies. Inc. William E. Watts 921 Pann Avenua President Pittsburgh, PA 15222 Chief Executive Officer 412/288-8365 April, 1994 PRESIDENTS LETTER The Federal Trade Commission and General Nutrition, Incorporated (GNI), the Company's wholly-owned subsidiary, have agreed to a settlement regarding GNI's compliance with two consent orders that were entered into with the FTC in 1970 and 1989. As a part of this settlement, GNI has agreed to pay a civil penalty, the entire amount of which was fully covered by reserves taken by the Company in the Fiscal Year ended February 6, 1993. Therefore, the settlement had no impact on the financial results of the Company for the fiscal year ended February 5, 1994. In 1984 the Federal Trade Commission instituted an investigation of GNI alleging deceptive acts and practices in connection with the advertising and marketing of certain of GNI's products. After lengthy negotiations and some litigation, GNI accepted a proposed consent order which was finalized in 1989. Following normal procedure, the FTC began to monitor GNI's compliance with the 1989 order. Almost immediately, disputes arose concerning the meaning and intent of certain sections of the order pertaining almost exclusively to label and labeling claims for third-party (non GNC brand) products. Compliance with the various provisions and with FTC staff Interpretation of those provisions was exceedingly complex and entailed continued diligence. While GNI believes that, at all times, it operated in material compliance with the orders, GNI entered into the settlement to avoid protracted litigation. Under the terms of the settlement, GNI neither admitted liability nor was found liable for any of the alleged violations. GNI has agreed to adhere to the terms of the 1970 and 1989 consent orders and to abide by the provisions of the settlement document. The Company does not believe that future compliance with the outstanding consent decrees will affect our business operations in any way. To ensure future compliance, the Company determined, in the Spring of 1993, to prohibit our store managers from purchasing third-party supplements through local distributors, thus eliminating the potential for product or promotional material which might be subject to question under the consent orders from reaching our stores without review. To compensate for potential lost sales, the Company has become a "Full Line" distributor, adding in excess of 2,000 third-party products to our centrally distributed product assortment. The Company is also installing a sophisticated "Label Scanning" system which will check products as they are received in our distribution centers to ensure that we become aware of label changes which occur after our initial approval of the product. In addition, all approved promotional material will be stocked and issued from our Distribution Centers. Recently finalized regulations requiring FDA pro-approval of health claims as of July 15, 1994, should also aid our ongoing compliance efforts. Marketers of third-party products win be forced to review their labels and promotional materials to eliminate unsubstantiated health claims. This should not only make our compliance Job easier but should also help "level" the playing field for everyone relative to the marketing of supplements. Sincerely, /s/ William E. Watts -------------------------------- Exhibit 11.33 [GNC LOGO] GNC/FTC CONSENT DECREES - WHAT THEY MEAN TO GNC 1. GNC cannot make unsubstantiated claims that a product (private label or third-party) will cure, treat, prevent or reduce the risk of disease or carry product (private label or third party) which makes misleading claims about the results of U.S. government or other research. 2. GNC cannot carry products (private label or third-party) which contain free form arginine and/or omithine if they: A. Make muscle growth claims. B. Make claims concerning growth hormone release. C. Make "fat burner" claims. D. Claim to be a steroid substitute or the product uses the word steroid on the label. E. Claim to retard aging. In addition, GNC cannot carry any product (private label or third-party) which makes a growth hormone releaser claim. 3. No GNC or third-party product, containing vitamins and/or minerals, can claim that it will reduce or prevent fatigue, tiredness, tired blood, iron deficiency anemia, "run down" feeling, listlessness or the lack of a normal appetite. 4. GNC cannot sell any hair care product (private label or third-party) which represents that it will retard hair loss; cure, relieve, reverse or reduce hair loss; or promote hair growth where hair has already been lost. 5. GNC cannot make unsubstantiated claims on any of its private label products, or distribute any advertising, or other marketing materials (private label or third-party) with regard to: A. A product's ability to cure, treat, prevent or reduce the risk of disease. B. A product's ability to assist or enable the user to lose or control weight, fat, or suppress the appetite. C. A product's ability to expand, extend, prolong life or retard aging. D. A product's ability to achieve growth or faster muscular development or achieve greater endurance, strength, power, stamina or shorter exercise recovery or recuperation time. Relative to the above, GNC can carry third-party products, containing no free form arginine or omithine, which make Point 5 claims IN OR ON ITS PACKAGING, if: A. The product is manufactured by a third-party and is not exclusively for GNC. B. The product is generally available at other outlets and/or does not contain GNC's name or logo. C. The product is not developed at the instigation of or with the assistance of any one from GNC. D. The product itself is not otherwise advertised or promoted in any way by GNC. 6. GNC cannot carry any product (private label or third-party) whose guar gum content is more than 1/2 of 1% per serving. 11.11 RETAIL AGREEMENT EXHIBIT I EXISTING AND COMMITTED HARRIS TEETER LOCATIONS HARRIS TEETER
II # STORE NAME STREET ADDRESS CITY STATE - ---- ---------- -------------- ---- ----- 257 A Cresent Commons 2080 Kildaire Farm Road, Box 6 Cary NC 297 A Carmill Mall 310 North Greensboro Street Carmill NC 167 A Harris Teeter #167 2201 W.T. Harris Boulevard Charlotte NC 158 A Harris Teeter #158 820 South College Street Wilmington NC 71 A Harpeth Plaza 6002 Highway 100 Nashville TN 64 A Adams Farms Shopping Center 5710 W. High Point Road Greensboro NC 28 A Oakpoint Center 675 Folly Road Charleston SC 141 A Long Leaf Shopping Center 4310 Shipyard Boulevard Wilmington NC 102 A Ogden Plaza 6840 North Market Street Wilmington NC 176 A Greenbrier Market Center 1216 Greenbrier Parkway Chesapeake VA 152 A Main Street Village 310 Main Street Hilton Head NC 19 A Village Points Shopping Center 920 Houston Northcutt Boulevard Mt. Pleasant SC 202 A Shoppes at Davidson Corner 1235 Highway 29, Suite 1 Concord NC 179 A Jetton Village 19815 North Cove Rd Cornelius NC 63 A Westridge Village Shopping Ctr 3649 Sunset Avenue Rocky Mount NC 91 A North Elm Village Shopping Ctr 401 Pisgah Church Road Greensboro NC 110 A Robinwood Crossing 1751 Neal Hawkins Road Gastoria NC 69 A Old Raleigh Village 3201-123 Edwards Mill Road Raleigh NC 97 A Southlake Shopping Center 20623 Torrence Chapel Road Cornelius NC 221 A Cross Roads Shopping Center 2019 S. Glenburnie Road New Bern NC 73 A Forest Park Shopping Center 4711-1 Forest Drive Columbia SC 211 A Town Center Plaza 8514 University City Boulevard Charlotte NC 9 B Glenwood Square 1200 Raleigh Road Chapel Hill NC 119 B Benchmark Shopping Center 2920 Randleman Road Greensboro NC 5 B The Galleria 6800 Wrightsville Avenue Wrightsvilte Beach NC 289 B Glenwood Village 2915 Essex Circle Raleigh NC 147 B Plantation Market 3100 Weddington Road Charlotte NC 128 B Fuquay Plaza Shopping Center US Highway 401 FuquayVarina NC 187 B The Shoppes at St. Andrews 4350 St. Andrews Road Lexington SC 14 B Biltmore Parkway Centre 1378 Hendersonville Road Asheville NC 54 B Forest Hills Centre 1700 Raleigh Road, Suite 104 Wilson NC 200 B High House Crossing 2741 NC Highway 55 Apex NC 38 B Plaza West Shopping Center 5563 Western Boulevard Raleigh NC 160 A Monocroft Village 6701 Morrison Boulevard Charlotte NC 79 B Chadwick Square Shopping Ctr 637 Spartanburg Highway Hendersonville NC 294 B Old Town Mall 4100 Carrnel Road Charlotte NC 1 C Mint Hill Festival 6912 Matthews-Mint Hill Road Charolotte NC 300 C Catawba General 321 By pass Newton NC 149 C Northwood Square 2750 Celanese Road Rock Hill SC 213 C Abbotts Bridge Station 10820 Abbotts Bridge Rd Duluth GA 113 C Tayiorsville Shopping Center 561 Third Street, SW Taylorsville NC 17 C Converse Plaza 1200 East Main Street Spartanburg SC 150 C Ashmore Crossing Shopping Ctr 1290 S. Pleasantburg Drive Greenville SC 154 C Oak Grove Center 2660 Reidville Road Spartansburg SC 16 C Northeast Center 1020 Summit Avenue Greensboro NC 143 C Hudson Comers Shopping Ctr 2131 Old Spartanburg Road Greenville SC 86 Glebe Road and Randolph Road Arlington VA
136 B Falls of the Neuse and Durant Falls of the Neuse and Durant Raleigh NC 173 B Skeet Club and Eastchester Skeet Club and Eastchester High Point NC 11 US 521 and Ballantine Commons Pky US 521 and Ballantine Commons Pky Charlotte NC N/A Six Forks at Strickland Raleigh NC N/A Creedmoor Road at Millbrook Road Raleigh NC N/A 1485 Lawyers Mint Hill NC N/A 1485 and Harrisburg Road Charlotte NC N/A Highway 17 and Highway 41 Mount Pleasant SC 34 A1A and Gerbin Road Amelia Island FL 112 Maynard and Harrison Cary NC 87 1526 and Long Point Road Mount Pleasant SC 166 A Mountain Island Marketplace 3540 Mount Holly-Huntersville Road Charlotte NC 95 A Towers Shopping Mall 2121 Colonial Avenue SW Roanoke VA 6 B Harris Teeter #6 12404 Warwick Boulevard Newport News VA 77 C White Pines Plaza 1008 East Main Street Cherryville NC 293 C Harris Teeter #293 610 East Kings Street Kings Mountain NC 98 C Tri-City Mall Highway 74 By pass Forest City NC *88 A Steele Croft Shopping Center 13000 York Road Chariotte NC *45 A Providence Commons 10616 Providence Road Charlotte NC *177 A Barracks Road Shopping Ctr 975 Emmet Street Chariottesville VA 172 A Commons at University Place 1817 Martin Luthur King Jr. Parkway Durham NC 33 A Harris Teeter #33 701 Francis King Street Greensboro NC 144 C Club Haven Shopping Center 5049 Country Winston-Salem NC 275 C Crossroads Shopping Centre 1836 Ashley Charleston SC

~~GRAND TOTAL 71~~ EX-10.25 3 j06712a1exv10w25.txt EXHIBIT 10.25 EXHIBIT 10.25 AMENDMENT TO THE GNC/RITE AID RETAIL AGREEMENT NOVEMBER 2000 THIS AMENDMENT (the "Amendment") to the GNC/Rite Aid Retail Agreement, dated December 8, 1998, by and between General Nutrition Sales Corporation and RITE AID HDTQRS CORP., as assignee of Rite Aid Corporation is effective as of November 20, 2000. 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 Paragraph 1.D. The first two sentences of Paragraph 1.D. are amended and restated in their entirety to read as follows: "1.D. Rite Aid hereby commits to open the Business in a minimum of 1,000 Locations in the aggregate, by October 31, 2002, pursuant to the following schedule: - 560 were opened by October 20, 2000 - The balance of the 1,000 minimum Businesses will be opened in Locations at a rate of no less than 22 openings per month, except that (a) in each month Rite Aid shall be entitled to a credit against its obligation to open 22 Businesses in that month in an amount by which the average number of Businesses opened in all prior months beginning with the month of January 2001 exceeded an average of 22 per month, and (b) the minimum openings requirement shall not apply to the months of November 2001 and December 2001. All other references to 1,500 minimum Locations are hereby reduced to 1,000 throughout the Agreement. In addition, Exhibit A's list of Designated Locations shall be reduced to a maximum of 1,200 Locations by March 1, 2001, (reflecting both stores opened and projected new sites); such reduction to be accomplished by reducing the number of Locations on Exhibit A to 1500 no later than January 1, 2001, to 1400 no later than February 1, 2001, and the balance of the reduction no later than March 1, 2001. All Locations previously designated as a potential Location on Exhibit A shall be (1) re-confirmed as designated Locations on Exhibit A for operating the Business pursuant to the Agreement, or (2) deleted from Exhibit A entirely. 2. Amendment of Article II. "Term and Renewal," Paragraph A. Each reference in Paragraph II.A to terms "36 months" or "36 month period" shall be amended and restated to be "60 months" or "60 month period" respectively. For ease of reference, March 2004 is the 60 month date (fifth year anniversary of the first store opening). 3. Amendment of Paragraph IV.B.(2) "Product Purchases." Paragraph IV.B.(2) is hereby amended by deleting the last sentence thereof and all sums that may be due and owing under the provisions thereof are hereby waived. 4. Amendment of Paragraph IV.B(3) "Product Purchases." The following sentence is added to the end of Paragraph IV.B(3): "(3) On consignment pursuant to the Consignment Agreement, Rite Aid shall initially stock and then maintain in inventory so long as justified, in Rite Aid's sole judgment, by acceptable product sales, the eight Efamol brand products and three Scan Diet products specified by GNC in all Rite Aid stores that operate the Business, as well as, six of the Efamol brand products in each of the remaining Rite Aid stores in which it does not operate the Business." 5. Amendment to Paragraph IV.B.(4) "Certain Product Purchases." A new Paragraph IV.B.(4) is hereby added as follows: "(4) Pertain Product Purchases. At the date of delivery to Rite Aid: (a) all GNC Brand Products shall have expiration dates which are a minimum of six months, (b) all nutrition bars shall have expiration dates which are a minimum of six months, and (c) all Third-Party Products shall have expiration dates which are a minimum of 12 months prior to the expiration date on their package." 6. Amendment of Article IV. New Paragraph IV.B.(5). "Product Disposition." A new Paragraph IV.B.(4) is hereby added as follows: "(5) Product Disposition. Effective for all purchase orders written by Rite Aid during the period May 1, 2000 through December 31, 2000 and in lieu of all other rebates and allowances for damaged, outdated, and discontinued Products and rebates with respect to Third Party Products sold to Rite Aid under this Agreement, Rite Aid shall be entitled to deduct [*]% from each invoice received by it from GNC, excluding Consigned Product invoices. Effective for all purchase orders written by Rite Aid from and after January 1, 2001, and in lieu of all other rebates and allowances for damaged, outdated and discontinued Products, other than GNC Brand Products, and rebates with respect to Third Party Products sold to Rite Aid under this Agreement, Rite Aid shall be entitled to deduct [*]% from each invoice received from it from GNC, excluding Consigned Product invoices, and with respect to GNC Brand Products Rite Aid shall have the right to return all damaged and outdated GNC Brand Products to GNC's distribution centers or elsewhere as GNC directs for full credit at then current invoice cost. In addition, in the event that at any time Rite Aid - ---------- * 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. 2 and GNC jointly determine to discontinue GNC Brand Products from the GNC Plan-O-Gram or Rite Aid determines to discontinue Third Party Products, Rite Aid shall, pursuant to the General Nutrition Sales Corporation Product Return Policy with Rite Aid HDTQRS Corp., a copy of which is attached hereto as Exhibit IV.B.(4)-1., have the right to return to GNC's distribution centers, for full credit at then current invoiced cost, full cases of the discontinued GNC Brand Products and Third Party Products remaining at Rite Aid's distribution centers. All other Product shipment discrepancies shall be handled pursuant to the General Nutrition Products, Inc. Shipment Discrepancy Policy with Rite Aid HDTQRS Corp., a copy of which is attached hereto as Exhibit IV.B.(4)-2." 7. Amendment of Paragraph IV.C.2 "Cooperative Advertising." Paragraph IV.C.2. is hereby amended by adding the following sentence to the end thereof: "Gross Sales resulting from the sale of Consigned Products, as defined in the Consignment Agreement, shall be determined by calculating the number of units withdrawn from Consignment Inventory for the relevant time period." 8. Amendment of Paragraph D of Article IV. A new sentence is added at the end of Paragraph D of Article IV as follows: "All PRODUCTS delivered by GNC pursuant to this Agreement shall be delivered on a carrier designated by GNC. Rite Aid will have 12 hours free time to offload carrier equipment arriving at the agreed upon appointment time. Any time in excess of these 12 hours will be charged back to Rite Aid at a rate of $50 per hour for detention of driver and equipment, not to exceed $500 per 24 hour period per delayed driver and equipment." 9. Amendment of Article XI "Noncompetition." Paragraph A. Paragraph XI.A. is hereby amended and restated in its entirety as follows: "GNC agrees that so long as this Agreement is in effect and notwithstanding any other provision of this Agreement, neither it nor any of its affiliates (a) will operate the Business of any retail drug store chain, (b) will not grant any license sale of GNC Brand Products in any retail drug store chain and (c) will not permit any operator of any retail drug store chain to operate a Business under the Comprehensive System or any derivation thereof. For purposes of this Agreement a "chain" shall mean any person or entity which together with any person or entity controlling, by or under common control with such person or entity operates 10 or more retail locations." 10. Miscellaneous. The following new provisions shall be added to the Agreement pursuant to this Amendment a. "Regional Store Directors" shall be employed by Rite Aid to promote the Business and shall be responsible for maximizing sales. Their job 3 description, reporting system, training programs and start date will be mutually defined by Rite Aid and GNC. The costs of these individuals shall be split evenly between Rite Aid and GNC and in the aggregate per person initially shall not exceed $[*] b. (which includes wages, benefits, Travel and Entertainment, transportation and office expenses). b. GNC approves the use of using existing Rite Aid fixtures in the 440 stores that remain to be opened. At GNC's election it may purchase certain wooden GNC fixtures from Rite Aid at Rite Aid's acquisition cost. A smaller square footage GNC Plan-O-Gram shall be designed by Rite Aid for use at certain approved Rite Aid Locations. GNC senior management shall approve the design and fixtures in the reduced square footage Locations and in those using Rite Aid fixtures. c. Rite Aid may close the Business operating in any Store, however, such closure shall not reduce Rite Aid's obligation to open Businesses in a minimum of 1000 Locations as required by this Agreement. If a Location is closed and moved to another Location, that subsequent Location shall not incur an additional $10,000 Initial Fee. An opening shall not be counted twice. The relocation of a closed Location shall not count toward the minimum of 1000 Locations or toward the minimum monthly opening obligations. d. As provided in a letter from Rite Aid to GNC dated June 17, 1999, clarifying Article I. Grant of License. Paragraph F (ii): GNC shall not be in violation of that Paragraph if it sells, promotes, advertises or distributes any product which bears a Proprietary Mark provided that Proprietary Mark is not and does not include the words "GNC" or "General Nutrition Center" or any variation thereof. - ---------- * 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. 4 Except as amended by this Amendment, the GNC/Rite Aid Retail Agreement remains in full force and effect. IN WITNESS WHEREOF, each of the parties hereto has duly executed this Amendment as of the day and year first above written. GENERAL NUTRITION SALES CORPORATION By: /s/James M. Sander ------------------------------ Name: James M. Sander ------------------------------ Title: Vice President ------------------------------ RITE AID HDTQRS CORP. By: /s/Elliot S. Carson -------------------------------- Name: Elliot S. Carson ------------------------------ Title: Senior Vice President ------------------------------ 5 Amendment No. 1 to Retail Agreement List of Exhibits 1. Exhibit IV.B.(4)-1: General Nutrition Sales Corporation Product Return Policy with Rite Aid Hdqtrs Corp. 2. Exhibit IV.B.(4)-2: Nutricia Manufacturing USA, Inc. Shipment Discrepancy Policy with Rite Aid Hdqtrs Corporation EXHIBIT IV.B.(4)-1 TO THE GNC/RITE AID RETAIL AGREEMENT GENERAL NUTRITION SALES CORPORATION PRODUCT RETURN POLICY WITH RITE AID HDTQRS CORP. This policy addresses issues related to the return of product purchased by RITE AID HDTQRS CORP. (Rite Aid) from General Nutrition Sales Corporation (GNC). Products covered under this policy include GNC Brand product and Third Party Product. Consignment product will be controlled under the provisions of the Consignment Agreement. GNC does not intend for this policy to cover Third-party product recalls. Due to multiple sourcing of Third Party Products, recalls for quality, safety, packaging, labeling or other reason will be handled independently by Rite Aid and GNC with the concerned vendor. The following procedures will be followed in the event that Rite Aid needs to return product to GNC. GNC will not accept return of any Third Party Product which has a shelf-life of less than 6 months from the date of receipt at GNC's distribution center. 1. GNC will require all GNC Return Forms to be faxed to GNC Order Control at 412-749-5375 and to contain the following information: (a) GNC item number (b) Total number of units (c) Total number of cases (d) Invoice number - for miss-pick and immediate damage returns (e) Expiration date and lot number if applicable (f) Reason for return 2. GNC Order Control will reply to all return requests within 3 business days. GNC Order Control will provide Return Authorization Instructions, Return Authorization Form and a Return Authorization Number to Rite Aid for all return requests that are GNC Brand Products and for all return requests for Third Party Product that are approved. In the event that a return request is not approved, GNC Order Control will provide an explanation to Rite Aid as to the reason for disapproval. 3. For approved returns, GNC will require Rite Aid to return product in its original cases and segregate all products by item. 4. GNC will require that Rite Aid include the Return Authorization Number on all paperwork and communications regarding the return. 5. GNC will require Rite Aid to return product within 60 business days of the receipt of the Return Authorization Form. 6. GNC will require Rite Aid to pay for all costs incurred in transporting returned product to GNC's distribution center unless other instructions are contained in the Return Authorization Form. 7. GNC will issue credit to Rite Aid upon processing all saleable returned products covered by the applicable Return Authorization Form. 8. Product for which credit will not be issued for non-conformance with number 7 above will be itemized and sent to Rite Aid for disposition. Rite Aid will have 30 days to provide disposition instructions. If no instructions are received, the items will be destroyed and Rite Aid will be charged 8% of the item's value for disposal. 9. GNC will issue credit to Rite Aid on a per unit basis at the then current invoice price. 10. GNC will credit Rite Aid within 21 days after processing all product contained in the return authorization. 11. Any Rite Aid initiated deductions for returns will be immediately charged back. Only GNC processed credits will be accepted. Attachments: GNC Return Form GNC RETURN FORM ORIGIN LOCATION ______________________________________ DATE__________ RA #__________ RETURN VIA ___________________________________________PER_______________________ ORIGIN CONTACT POINT ___________________________________________________________
ITEM # GNC # # CTNS # EA INV # REASON FOR RETURN ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________
PLEASE FILL OUT FORM PRIOR TO CALLING ORDER CONTROL FOR RETURN AUTHORIZATION NUMBER YOU MAY EITHER CALL 1-800-274-8558 OR FAX THIS FORM TO 412-749-5375. TOTAL # CARTONS TO BE RETURNED_____________________________ DATE RETURNED TO GNC _____________________________ WEIGHT _______________________PALLETS _____________________ DRIVER SIGNATURE____________________________ COMMENTS________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Exhibit IV.B. (4)-2 To The GNC/Rite Aid Retail Agreement NUTRICIA MANUFACTURING USA, INC. SHIPMENT DISCREPANCY POLICY WITH RITE AID HDTQRS CORPORATION This policy addresses issues related to the shipment of product purchased by RITE AID HDTQRS CORP. ("Rite Aid") from Nutricia Manufacturing USA, Inc. ("GNP"). Specifically, this policy addresses issues related to discrepancies between amounts GNP considers shipped and amounts Rite Aid considers received. The discrepancies addressed in this policy may result from over shipments, under shipments, visible damage, concealed damage and expiration date issues. Products purchased included GNC Brand Product, Third Party Product, PharmAssure Premium product, PharmAssure Basic product, and Rite Aid Private Label product. Consignment product will be controlled under the provisions of the Consignment Agreement. The following procedures will be followed in order to achieve agreement between Rite Aid claimed discrepancies and GNP accepted discrepancies. 1. GNP will include with each shipment of product, a Summary Packing Slip and a Detailed Packing Slip. The Detailed Packing Slip will contain all information, instructions and forms required to claim a shipment discrepancy. 2. GNP will require a completed Packing List Discrepancy Worksheet for every invoice regardless of whether a discrepancy is claimed. For invoices where no discrepancy is claimed, the worksheet should be completed indicating that there is no discrepancy ("received clear"). 3. Rite Aid will fax a copy of all Packing List Discrepancy Worksheets to GNP Order Control at 412-749-5375. 4. For all invoices where a discrepancy is claimed, GNP will require a copy of the receiving Bill of Lading to accompany the Packing List Discrepancy Worksheet. The final carton count on the Packing List Discrepancy Worksheet must agree with the total carton count indicated on the Bill of Lading. 5. GNP will require a contact person with a telephone, e-mail address, or fax number for every Packing Slip Discrepancy worksheet faxed by Rite Aid. 6. GNP will require that all discrepancies be reported in the above manner to GNP Order Control within 21 days of the invoice date. 7. For accepted and approved discrepancies, GNP order Control will provide Rite Aid with a discrepancy control number to validate the approval and processing of the discrepancy within 3 business days. This discrepancy control number will be provided to the Rite Aid contact person indicated on the original transmission of the Packing List Discrepancy Worksheet. 8. GNP will issue credit against the original invoice on a per unit basis, prices consistent with the original invoice. 9. For product not refused and returned to the driver at the time of delivery, GNP will require disposition of damaged or expiring product by either of the following: (a) a return of the product by Rite Aid in accordance with the General Nutrition Sales Corporation Product Return Policy using the GNC Return Form or (b) receipt of a Proof of Destruction from Rite Aid. 10. GNP will credit Rite Aid after processing the discrepancy. 11. Rite Aid initiated deductions will reference the original GNP invoice number and include specific line item details. These deductions can be cross referenced back to GNP initiated credit memos referencing the original invoice number. 12. GNP will require Rite Aid to reference the GNP invoice number and the discrepancy control number in any correspondence dealing with shipment discrepancies. Attachments: Example Instruction Sheet for interpreting GNP shipping documents. Example Detailed Packing List Example Summary Packing List Example Case-Pick Label Example Packing List Discrepancy Worksheet Example Bill of Lading Example GNC Return Form GENERAL NUTRITION DISTRIBUTION BUNCHER INDUSTRIAL PARK OHIO RIVER BLVD. & FERRY STREET LEETSDALE, PA, 15056 From: Phil Bolalek, (412) 749-5334 16 October 2000 To: Wholesale Customers Subject: Interpreting GNC Shipping Documents The following pages are intended to familiarize you with the shipping documents that will accompany shipments from GNC facilities. The location and meaning of the information provided in these documents are included on each Figure. The documents included with each shipment are: a Bill of Lading for each invoice (and a Master Bill of Lading if more than 1 invoice is sent in a shipment), a packing ship, and a packing slip summary. Additionally you win use the case-pick label, pallet placard, and Discrepancy Worksheet in finalizing the receipt. Each pallet will be identified by a placard that will contain the Destination, Purchase Order Number, GNC Invoice Number, and sequence number of the pallet. This should match the GNC invoice number on both the Packing Slip and the Summary Packing Slip. An important part of the Packing Slip is the section entitled "Packing List by Item Number" (Fig. 1). This will provide you with the GNC item number that can be cross-referenced to your item number. You can also use the UPCs included in the Summary Packing Slip (Fig. 2) to cross-reference your item number. The Summary Packing Slip is in UPC sequence and contains a (??) of cartons of each item in the order. Individual cases are identified by a Case-Pick Label (Fig.3), this label provides most of the information you need to receive the item (Note: When separating items it is easier to sort items by the bold print of the "Location" code.). Other important information includes case count, total number of cases of each item, item description, UPC code and your purchase order number. The "Packing List Discrepancy Worksheet" (Fig. 4) must be completed for each invoice whether or not there are any discrepancies. Please fax these completed sheets to (412) 749-5375. This allows us to close out the invoice and complete our processing. Different types of discrepancies and the proper way to report them are also shown in Fig. 4 The Bill of Lading (Fig. 5) must also be properly completed to support your receipt of the shipment and any discrepancies. Be sure to indicate carton overages/shortages, visible damages, and total cartons received. Any questions you have on these documents or any other receiving problems can be directed to me at (412) 749-5334 from 8AM to 5PM EST or you may leave a voice-mail and I'll return your call as soon as possible. EXPLANATION OF PACKING LIST (FIGURE 1) [EXAMPLE DETAILED PACKING LIST] EXPLANATION OF SUMMARY PACKING LIST (FIGURE 2) [EXAMPLE SUMMARY PACKING LIST] WHOLESALE CASE PICK LABEL (FIGURE 3) [EXAMPLE CASE-PICK LABEL] EXAMPLES-DISCREPANCIES (FIGURE 4) [EXAMPLE PACKING LIST DISCREPANCY WORKSHEET] BILL OF LADING (FIGURE 5) [EXAMPLE BILL OF LADING] GNC RETURN FORM ORIGIN LOCATION ______________________________________ DATE__________ RA#__________ RETURN VIA ___________________________________________PER______________________ ORIGIN CONTACT POINT ___________________________________________________________
ITEM # GNC # # CTNS # EA INV # REASON FOR RETURN ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________
PLEASE FILL OUT FORM PRIOR TO CALLING ORDER CONTROL FOR RETURN AUTHORIZATION NUMBER YOU MAY EITHER CALL 1-800-274-8558 OR FAX THIS FORM TO 412-749-5375. TOTAL # CARTONS TO BE RETURNED_______________________________ DATE RETURNED TO GNC _______________________________ WEIGHT ______________________ PALLETS ________________________ DRIVER SIGNATURE_________________________________ COMMENTS________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ EX-10.26 4 j06712a1exv10w26.txt EXHIBIT 10.26 EXHIBIT 10.26 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 - ---------- * 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.
Approved Total Approved Deadline for Approval -------- -------------- --------------------- ~~[*] [*] [*]~~
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: - ---------- * 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. 2
- ---------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------- 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 [*] [*] - ----------------------------------------------------------------------------------------------
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." - ---------- * 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 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 - ---------- * 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. 4 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." - ---------- * 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 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 - ---------- * 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 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 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 Execution EXHIBIT A TO THE RETAIL AGREEMENT MAY 2004 AMENDMENT [*] - ---------- * 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 PAYMENTS REQUIRED IF RITE AID DOES NOT MEET THE ABOVE MINIMUM REQUIREMENTS [*] - ---------- * 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 EX-12.1 5 j06712a1exv12w1.txt EXHIBIT 12.1 EXHIBIT 12.1 RATIO OF EARNINGS TO FIXED CHARGES The following table shows the ratio of earnings to fixed charges for the 27 days ending December 31, 2003, the period from January 1, 2003 to December 4, 2003, the years ending December 31, 2002, 2001, and 2000, the period from August 8, 1999 to December 31, 1999, and the period from February 7, 1999 to August 7, 1999. We have computed these ratios by dividing earnings available for fixed charges (income before income taxes and fixed charges) by fixed charges (interest cost, amortization of debt expense, and the portion of rental expenses deemed to be representative of the interest factor in those rentals). COMPUTATION OF GNC CORPORATION RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions, except ratios)
PREDECESSOR --------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, ------------------------------------------- PERIOD FROM PERIOD FROM PERIOD FROM FEBRUARY 7, AUGUST 8, JANUARY 1, 1999 TO 1999 TO 2003 TO AUGUST 7, DECEMBER 31, DECEMBER 4, 1999 1999 2000 2001 2002 2003 ----------- ----------- ----------- ----------- ----------- ------------ Earnings (deficit) available for fixed charges: Income (deficit) before income taxes ............ $(12.8) $(20.8) $(175.4) $(70.0) $(70.2) $(759.4) Interest Expense .......... 24.8 56.8 143.2 141.8 138.0 122.5 Estimated interest component of net rental expense .......... 15.3 11.0 36.3 37.5 38.9 35.2 Amortization of debt expense ............ -- -- 50.0 50.0 -- 91.8 Preferred dividend requirements ............ -- -- -- -- -- -- ------ ------ ------ ------ ------ ------ Earnings available for fixed charges .... $ 27.3 $ 47.0 $ 54.1 $159.3 $106.7 $(509.9) ====== ====== ====== ====== ====== ====== Fixed Charges: Interest Expense .......... $ 24.8 $ 56.8 $143.2 $141.8 $138.0 $122.5 Amortization of debt expense ......... -- -- 50.0 50.0 -- 91.8 Estimated interest component of net rental expense .......... 15.3 11.0 36.3 37.5 38.9 35.2 ------ ------ ------ ------ ------ ------ Total fixed charges .... $ 40.1 $ 67.8 $229.5 $229.3 $176.9 $249.5 ====== ====== ====== ====== ====== ====== Consolidated Ratio of Earnings to Fixed Charges 0.7 0.7 0.2 0.7 0.6 (2.0) Deficit (1) .................. $ 12.8 $ 20.8 $175.4 $ 70.0 $ 70.2 $759.4

SUCCESSOR PREDECESSOR SUCCESSOR PRO FORMA ----------- ----------- ----------- ------------------------- PERIOD FROM SIX SIX SIX SIX DECEMBER 5, MONTHS MONTHS MONTHS MONTHS 2003 TO ENDED ENDED ENDED ENDED DECEMBER 31, JUNE 30, JUNE 30, JUNE 30, JUNE 30, 2003 2003 2004 2003 2004 ----------- ----------- ----------- ----------- ----------- Earnings (deficit) available for fixed charges: Income (deficit) before income taxes ............ $ 0.6 $(23.1) $ 48.2 $ 39.2 $(635.6) Interest Expense .......... 2.8 64.8 17.2 15.6 31.9 Estimated interest component of net rental expense .......... 2.7 19.2 18.3 19.2 37.9 Amortization of debt expense ............ -- 75.0 2.9 75.0 91.8 Preferred dividend requirements ............ -- -- 6.2 -- -- ------ ------ ------ ------ ------ Earnings available for fixed charges .... $ 6.1 $135.9 $ 92.9 $149.0 $(474.0) ====== ====== ====== ====== ======= Fixed Charges: Interest Expense .......... $ 2.8 $ 64.8 $ 17.2 $ 15.6 $ 31.9 Amortization of debt expense ......... -- 75.0 2.9 75.0 91.8 Estimated interest component of net rental expense .......... 2.7 19.2 18.3 19.2 37.9 ------ ------ ------ ------ ------ Total fixed charges .... $ 5.5 $159.0 $ 38.5 $109.8 $ 161.6 ====== ====== ====== ====== +====== Consolidated Ratio of Earnings to Fixed Charges 1.1 0.9 2.41 1.36 (2.93) Deficit (1) .................. $ -- $ 23.1 $ -- $ -- $ 635.6
(1) Earnings were insufficient to cover fixed charges in the period from February 7, 1999 to August 7, 1999, the period from August 8, 1999 to December 31, 1999, the years ended December 31, 2000, 2001, and 2002, and the period from January 1, 2003 to December 4, 2003. EX-23.1 6 j06712a1exv23w1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form S-4 of General Nutrition Centers, Inc and its Subsidiary Guarantors of our report dated March 1, 2004 relating to the financial statements and financial statement schedule of General Nutrition Companies, Inc. and its subsidiaries, which appears in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement. PricewaterhouseCoopers LLP Pittsburgh, Pennsylvania August 6, 2004 EX-23.2 7 j06712a1exv23w2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form S-4 of General Nutrition Centers, Inc and Subsidiary Guarantors of our report dated March 23, 2004, except for note 18, for which the date is May 10, 2004, relating to the financial statements and financial statement schedule of General Nutrition Centers, Inc. and its subsidiaries, which appears in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement. 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Delaware	5499	72-1575168
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)


	State or Other		Primary Standard
	Jurisdiction of		Industrial
	Incorporation or		Classification		I.R.S. Employer
Name of Additional Registrant*	Formation		Code Number		Identification No.

General Nutrition Companies, Inc.		Delaware		5499		04-3056351
General Nutrition Corporation		Pennsylvania		5499		25-1124574
General Nutrition Distribution Company		Delaware		5122		51-0343436
General Nutrition Distribution, L.P.		Pennsylvania		5122		23-2946511
General Nutrition Government Services, Inc.		Delaware		5499		25-1797015
General Nutrition, Incorporated		Pennsylvania		5499		25-1027307
General Nutrition Investment Company		Arizona		6794		51-0313878
General Nutrition International, Inc.		Delaware		6794		51-0314976
General Nutrition Sales Corporation		Arizona		5499		52-2103619
General Nutrition Systems, Inc.		Delaware		5499		51-0393924
GNC (Canada) Holding Company		Delaware		5499		25-1787452
GNC Franchising, LLC (f/k/a GNC Franchising, Inc.)		Pennsylvania		6794		25-1560212
GNC, Limited		Delaware		5499		25-1787453
GNC US Delaware, Inc.		Delaware		6794		36-4345801
GN Investment, Inc.		Delaware		5499		52-2081543
Informed Nutrition, Inc.		Florida		5499		52-2005781
Nutra Manufacturing, Inc. (f/k/a Nutricia Manufacturing USA, Inc.)		South Carolina		2834		52-1456779


TABLE OF ADDITIONAL REGISTRANTS
SUMMARY
General Nutrition Centers, Inc.
The Exchange Offer
Consequences of Not Exchanging Old Notes
Summary Description of the New Notes
RISK FACTORS
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
CAPITALIZATION
SELECTED CONSOLIDATED FINANCIAL DATA
MANAGEMENT
Executive Compensation
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
THE EXCHANGE OFFER
DESCRIPTION OF SENIOR CREDIT FACILITY
DESCRIPTION OF THE NEW NOTES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Supplemental Condensed Consolidating Balance Sheet
Supplemental Condensed Consolidating Balance Sheet
Supplemental Condensed Consolidating Statement of Operations
Supplemental Condensed Consolidating Statement of Operations
Supplemental Condensed Consolidating Statement of Operations
Supplemental Condensed Consolidating Statement of Operations
Supplemental Condensed Consolidating Statements of Cash Flows
INDEX TO EXHIBITS
EXHIBIT 10.24
EXHIBIT 10.25
EXHIBIT 10.26
Exhibit 12.1
Exhibit 23.1
Exhibit 23.2


Old Notes		8 1/2% Senior Subordinated Notes due 2010, which we issued December 5, 2003.

New Notes		8 1/2% Senior Subordinated Notes due 2010, the issuance of which has been registered under the Securities Act of 1933. The form and the terms of the new notes are identical in all material respects to those of the old notes, except that the transfer restrictions and registration rights relating to the old notes do not apply to the new notes.

Exchange Offer		We are offering to issue up to $215,000,000 aggregate principal amount of the new notes in exchange for a like principal amount of the old notes to satisfy our obligations under the registration rights agreement that we entered into when the old notes were issued in a transaction consummated in reliance upon the exemption from registration provided by Rule 144A under the Securities Act.

Expiration Date; Tenders		The exchange offer will expire at 5:00 p.m., New York City time, on , 2004, unless extended in our sole and absolute discretion. By tendering your old notes, you represent to us that:

		• you are not our “affiliate,” as defined in Rule 405 under the Securities Act;

		• any new notes you receive in the exchange offer are being acquired by you in the ordinary course of your business;

		• at the time of the commencement of the exchange offer, neither you nor, to your knowledge, anyone receiving new notes from you, has any arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the new notes in violation of the Securities Act;

		• if you are a broker-dealer, you will receive the new notes for your own account in exchange for old notes that were acquired by you as a result of your market making or other trading activities and that you will deliver a prospectus in connection with any resale of the new notes you receive. For further information regarding resales of the new notes by participating broker-dealers, see the discussion under the caption “Plan of Distribution”; and

		• if you are not a participating broker-dealer, you are not engaged in, and do not intend to engage in, the distribution of the new notes, as defined in the Securities Act.

Withdrawal; Non-Acceptance		You may withdraw any old notes tendered in the exchange offer at any time prior to 5:00 p.m., New York City time, on , 2004. If we decide for any reason not to accept any old notes tendered for exchange, the old notes will be returned to the registered holder at our expense promptly after the expiration or termination of the exchange offer. In the case of the old notes tendered by book-entry transfer into the exchange agent’s account at The Depository Trust Company, which we sometimes refer to in this prospectus as DTC, any withdrawn or unaccepted old notes


		• you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate, in a distribution of the new notes; and

		• you are not an affiliate of ours.

		If you are an affiliate of ours, are engaged in or intend to engage in or have any arrangement or understanding with any person to participate in the distribution of the new notes:

		(1) you cannot rely on the applicable interpretations of the staff of the SEC; and

		(2) you must comply with the registration requirements of the Securities Act in connection with any resale transaction.

		Each broker or dealer that receives new notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activities must acknowledge that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any offer, resale, or other transfer of the new notes issued in the exchange offer, including information with respect to any selling holder required by the Securities Act in connection with any resale of the new notes.

		Furthermore, any broker-dealer that acquired any of its old notes directly from us:

		• may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley Co. Inc., SEC no-action letter (June 5, 1991) and Shearman Sterling, SEC no-action letter (July 2, 1983); and

		• must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

Broker-Dealers		Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes which were received by the broker-dealer as a result of market making or other trading activities. We have agreed that for a period of up to 180 days after the consummation of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution” beginning on page 149 for more information.

Registration Rights Agreement		When we issued the old notes in December 2003, we entered into a registration rights agreement with the initial purchasers of the


	Page

Summary		1
Risk Factors		13
About This Prospectus		24
Special Note Regarding Forward Looking Statements		25
Use of Proceeds		26
Ratio of Earnings to Fixed Charges		26
Capitalization		27
Selected Consolidated Financial Data		28
Unaudited Pro Forma Consolidated Financial Data		32
Management’s Discussion and Analysis of Financial Condition and Results of Operations		35
Business		58
Management		78
Executive Compensation		84
Security Ownership of Certain Beneficial Owners and Management		86
Certain Relationships and Related Party Transactions		90
The Exchange Offer		95
Description of Senior Credit Facility		102
Description of the New Notes		103
Material United States Federal Income Tax Considerations		148
Material ERISA Considerations		149
Plan of Distribution		150
Legal Matters		151
Experts		151
Where You Can Find More Information		151
Index to Consolidated Financial Statements		F-1


Net Revenues By Segment		Net U.S. Retail Revenues By Product Category


Issuer		General Nutrition Centers, Inc.

Securities Offered		$215,000,000 in aggregate principal amount of 8 1/2% Senior Subordinated Notes due 2010.

Maturity Date		December 1, 2010.

Interest Payment Dates		June 1 and December 1 of each year, commencing June 1, 2004.

Guarantees		The new notes will be fully and unconditionally guaranteed on a senior subordinated basis by all of our existing and future material domestic subsidiaries. Our foreign subsidiaries and our immaterial domestic subsidiaries have not guaranteed the old notes and will not guarantee the new notes. Our non-guarantor subsidiaries accounted for less than 4.6% of our net revenues for the year ended December 31, 2003, and less than 5.2% of our total assets as of December 31, 2003. See “Description of the New Notes — Guarantees.”

Ranking		The old notes are, and the new notes will be, unsecured senior subordinated obligations.

		Accordingly, they will be:

		• subordinated in right of payment to all of our and the guarantors’ existing and future senior debt, including indebtedness under our senior credit facility;

		• equal in right of payment to our and the guarantors’ existing and future senior subordinated debt;

		• senior in right of payment to all of our and the guarantors’ existing and future subordinated debt; and

		• structurally subordinated to all obligations of our non-guarantor subsidiaries.

		In addition, as of June 30, 2004, we and our subsidiaries had an aggregate of $297.3 million of secured indebtedness outstanding (excluding $9.4 million of letters of credit) and an additional $65.6 million available for borrowing on a secured basis under our senior credit facility. In the event that our secured creditors exercise their rights with respect to our pledged assets, the proceeds of the liquidation of those assets will first be applied to repay obligations secured by the first priority liens and then to repay other secured indebtedness before any unsecured indebtedness, including the notes, is repaid. For more information on the ranking of the new notes, see “Description of the New Notes — Ranking.”

Optional Redemption		On or after December 1, 2007, we may redeem some or all of the notes at the redemption prices set forth under “Description of the New Notes — Optional Redemption.”


		Prior to December 1, 2006, we may redeem up to 35% of the aggregate principal amount of the notes issued in this offering with the net proceeds of certain equity offerings at the redemption price set forth under “Description of the New Notes — Optional Redemption.”

Offer to Purchase		If we experience a change of control or we or any of our restricted subsidiaries sell certain assets, we may be required to offer to purchase the notes at the prices set forth under “Description of the New Notes — Certain Covenants — Change of Control” and “— Limitation on Sales of Assets.”

Covenants		The indenture governing the old notes will also govern the new notes. The indenture limits our ability and the ability of the guarantors to:

		• incur additional indebtedness and issue preferred stock;

		• make restricted payments;

		• allow restrictions on the ability of certain subsidiaries to make distributions;

		• sell assets;

		• enter into certain transactions with affiliates; and

		• create liens.

		Each of the covenants is subject to a number of important exceptions and qualifications. See “Description of the New Notes — Certain Covenants.”


				As of
				June 30,
				2004
(in millions)
Cash and cash equivalents				$	47.6
Debt:
Senior credit facility⁽¹⁾				$	283.6
Mortgage and capital leases⁽²⁾					13.7

	Total senior debt				297.3
Senior subordinated notes					215.0

		Total debt			512.3
Stockholders’ equity:
	Common stock, $0.01 par value, 1,000 shares authorized, 100 shares issued and outstanding				—
	Paid-in-capital				279.1
	Retained earnings				31.0
	Accumulated other comprehensive income				(0.2	)

		Total stockholders’ equity			309.9

			Total capitalization	$	822.2



					Predecessor															Successor			Predecessor			Successor
		Period
		from			Period from												Period from									Six
		February 7,			August 8,												January 1,			27 Days			Six Months			Months
		1999 to			1999 to			Year Ended December 31,									2003 to			Ended			Ended			Ended
		August 7,			December 31,												December 4,			December 31,			June 30,			June 30,
(dollars in millions,		1999			1999			2000			2001			2002			2003			2003			2003			2004
except share data)
Statement of Income Data:
Revenues:
	Retail	$	513.1		$	376.3		$	1,075.7		$	1,123.1		$	1,068.6		$	993.3		$	66.2		$	543.2		$	541.0
	Franchising		134.0			98.4			273.4			273.1			256.1			241.3			14.2			128.1			123.0
	Manufacturing/ Wholesale		62.8			51.3			96.3			112.9			100.3			105.6			8.9			51.9			56.3

Total revenues			709.9			526.0			1,445.4			1,509.1			1,425.0			1,340.2			89.3			723.2			720.3
Cost of sales, including costs of warehousing, distribution and occupancy			525.5			361.8			953.2			1,013.3			969.9			934.9			63.6			503.8			473.7

Gross profit			184.4			164.2			492.2			495.8			455.1			405.3			25.7			219.4			246.6
Compensation and related benefits			117.0			67.6			231.8			246.6			245.2			235.0			16.7			119.7			118.9
Advertising and promotion			31.6			21.9			47.2			41.9			52.1			38.4			0.5			21.8			25.2
Other selling, general and administrative			23.8			40.7			146.1			140.7			86.0			70.9			5.1			41.0			36.8
Other expense (income)⁽¹⁾			—			—			99.9			(3.4	)		(211.3	)		(10.1	)		—			(4.8	)		0.4
Impairment of goodwill and intangible assets⁽²⁾			—			—			—			—			222.0			709.4			—			—

Operating income (loss)			12.0			34.0			(32.8	)		70.0			61.1			(638.3	)		3.4			41.7			65.3
Interest expense, net			24.8			54.8			142.6			140.0			136.3			121.1			2.8			64.8			17.2
Gain on sale of marketable securities			—			—			—			—			(5.0	)		—			—			—			—
(Loss) income before income taxes			(12.8	)		(20.8	)		(175.4	)		(70.0	)		(70.2	)		(759.4	)		0.6			(23.1	)		48.1
Income tax (benefit) expense			(16.7	)		(4.5	)		(25.3	)		(14.1	)		1.0			(174.5	)		0.2			6.5			17.5

Net income (loss) before cumulative effect of accounting change			3.9			(16.3	)		(150.1	)		(55.9	)		(71.2	)		(584.9	)		0.4			(29.6	)		30.6
Loss from cumulative effect of accounting change, net of tax⁽³⁾			—			—			—			—			(889.7	)		—			—			1.1			(0.5	)

Net income (loss)⁽⁴⁾		$	3.9		$	(16.3	)	$	(150.1	)	$	(55.9	)	$	(960.9	)	$	(584.9	)	$	0.4		$	(28.5	)	$	30.1

Balance Sheet Data:
Cash and cash equivalents		$	2.1		$	20.3		$	10.5		$	16.3		$	38.8		$	9.4		$	33.2		$	23.8		$	47.6
Working capital⁽⁵⁾			178.1			365.5			215.2			140.8			153.6			96.2			199.6			132.6			244.6
Total assets			1,151.8			3,357.9			3,216.5			3,071.8			1,878.3			1,038.1			1,024.9			1,770.3			1,035.9
Total debt			851.2			1,968.4			1,892.1			1,883.3			1,840.1			1,747.4			514.2			1,764.6			512.3
Stockholder’s equity and deficit			112.9			667.1			523.1			469.0			(493.8	)		(1,077.1	)		177.3			(522.3	)		309.9
Other Data:
Net cash provided by operating activities									100.0			75.8			111.0			92.9			4.7			75.0			25.8
Net cash (used in) investing activities									(42.0	)		(48.1	)		(44.5	)		(31.5	)		(740.0	)		(14.0	)		(8.2	)
Net cash (used in) provided by financing activities									(66.9	)		(21.6	)		(44.3	)		(90.8	)		759.2			(76.0	)		(3.7	)
EBITDA⁽⁶⁾								$	91.8		$	192.0		$	(765.5	)	$	(579.2	)	$	5.7		$	73.1		$	83.8
Capital expenditures⁽⁷⁾		$	63.6		$	38.4		$	31.6		$	29.2		$	51.9		$	31.0		$	1.8		$	15.3		$	10.2
Number of stores (at end of period):
	Company-owned stores⁽⁸⁾		2,721			2,793			2,842			2,960			2,898			2,757			2,748			2,824			2,649
	Franchised stores⁽⁸⁾		1,522			1,584			1,718			1,821			1,909			1,978			2,009			1,970			2,023
	Store-within-a-store locations ⁽⁸⁾		157			311			544			780			900			988			988			991			994
Same store sales growth
	Domestic company-owned⁽⁹⁾		(1.1	)%		1.8	%		6.5	%		1.7	%		(6.6	)%		(0.4	)%		—			(6.6	)%		1.7	%
	Domestic franchised⁽¹⁰⁾		4.3	%		5.4	%		3.9	%		3.4	%		(3.2	)%		0.2	%		—			(4.4	)%		1.2	%


	(8)	The following table summarizes our stores for the periods indicated:


	Combined			Acquisition
	Historical(1)			Adjustments(2)			Pro Forma

Revenues	$	1,429,497		$	—		$	1,429,497
Cost of sales, including costs of warehousing, distribution and occupancy		998,440			(26,469	)(a)		971,971

Gross profit		431,057			(26,469	)		457,526
Compensation and related benefits		251,709			—			251,709
Advertising and promotion		38,927			—			38,927
Other selling, general and administrative		76,036			(4,829	)(b)		71,207
Other income		(10,063	)		—			(10,063	)
Impairment of goodwill and intangible assets		709,367			—			709,367

Operating (loss) income		(634,919	)		31,298			(603,621	)
Interest expense, net		123,898			(91,959	)(c)		31,939

(Loss) income before income taxes		(758,817	)		123,257			(635,560	)
Income tax benefit (expense)		174,250			44,989	(d)		129,261

Net (loss) income	$	(584,567	)	$	78,268		$	(506,299	)


	Historical		Pro Forma			Pro Forma
	Amount		Amount			Adjustment

Amortization of intangibles (i)	$	8,171	$	3,793		$	(4,378	)
Management fees (ii)		125		1,500			1,375
Transaction fees and expenses (iii)		—		(2,229	)		(2,229	)
Directors fees (iv)		97		500			403

	$	8,393	$	3,564		$	(4,829	)


	Outstanding		Annual			Days Pro
	Balances		Interest Rate			Forma		Interest

Senior credit facility	$	285,000		4.22	%		338	$	11,137
Notes	$	215,000		8.50	%		338		16,923

								$	28,060


Total pro forma adjustments	$	123,257
Tax rate		36.5	%

Pro forma tax effect	$	44,989


	(1) product sales to our franchisees;

	(2) royalties on franchise retail sales;



			Payments due by period

			Less than		1-3		4-5		After
	Total		1 year		years		years		5 years
Contractual Obligations

	(In millions)
Long-term debt obligations	$	512.3	$	3.9	$	7.9	$	142.2	$	358.3
Operating lease obligations		343.5		90.9		134.4		73.0		45.2
Scheduled interest payments(1)		186.6		32.0		63.3		61.6		29.7
Purchase obligations(2)		29.5		5.4		10.7		10.7		2.7

	$	1,071.9	$	132.2	$	216.3	$	287.5	$	435.9


	Company-
	Owned
United States and Canada	Retail		Franchise		Other International		Franchise

Alabama		32		14		Aruba		2
Alaska		6		5		Australia		35
Arizona		45		15		Bahamas		3


Name	Age		Position

Louis Mancini		58	President, Chief Executive Officer and Director — General Nutrition Centers, Inc.⁽¹⁾
David R. Heilman		51	Executive Vice President and Chief Financial Officer — General Nutrition Centers, Inc.⁽²⁾
Joseph Fortunato		51	Executive Vice President and Chief Operating Officer — General Nutrition Centers, Inc.
James M. Sander		47	Senior Vice President of Law, Chief Legal Officer and Secretary — General Nutrition Centers, Inc.⁽¹⁾
Curtis J. Larrimer		48	Senior Vice President of Finance and Corporate Controller — General Nutrition Centers, Inc.
Eileen D. Scott		51	Senior Vice President of Human Resources — General Nutrition Centers, Inc.
Susan Trimbo		48	Senior Vice President of Scientific Affairs — General Nutrition Corporation
Margaret Alison Peet		41	Senior Vice President and National Sales Director — General Nutrition Corporation
Tom Dowd		40	Senior Vice President of Stores — General Nutrition Corporation
Michael Locke		58	Senior Vice President of Manufacturing — Nutra Manufacturing, Inc.
J.J. Sorrenti		38	Senior Vice President and General Manager of Franchising — GNC Franchising, LLC
Reginald N. Steele		58	Senior Vice President of International Franchising — General Nutrition International, Inc.
Lee Karayusuf		54	Senior Vice President of Distribution and Transportation — General Nutrition Distribution, L.P.
Peter P. Copses		45	Chairman of the Board of Directors — General Nutrition Centers, Inc.⁽⁴⁾
Andrew S. Jhawar		32	Director
George G. Golleher		56	Director⁽³⁾
Mary Elizabeth Burton		51	Director⁽⁴⁾
Robert J. DiNicola		56	Director⁽³⁾
Edgardo A. Mercadante		48	Director⁽⁴⁾
Joshua J. Harris		39	Director
Joseph W. Harch		50	Director⁽⁴⁾



	Annual Compensation						Long-term Compensation

									Securities
									Underlying
							Other Annual		Options/SARs		All Other
Name and Principal Position	Year		Salary ($)		Bonus⁽¹⁾		Compensation⁽²⁾		(#)⁽³⁾		Compensation⁽⁴⁾

Louis Mancini		2003	$	285,577	$	201,308	$	99,009		458,000	$	450,000
President, Chief Executive Officer and Director
David Heilman		2003	$	284,231	$	179,396	$	44,380		310,333	$	1,048,777
Executive Vice President and Chief Financial Officer
Joseph Fortunato		2003	$	308,846	$	195,705	$	52,853		310,333	$	899,999
Executive Vice President and Chief Operating Officer
Susan Trimbo		2003	$	208,494	$	99,022	$	36,994		54,300	$	528,476
Senior Vice President of Scientific Affairs
Reginald Steele		2003	$	199,504	$	95,328	$	38,297		54,300	$	601,504
Senior Vice President of International Franchising
Michael Meyers		2003	$	525,000	$	933,175	$	54,118		35,000	$	4,143,973
Former President, Former Chief Executive Officer⁽⁵⁾



									Potential Realizable Value
									at Assumed Rates of Stock
									Price Appreciation for
Individual Grants									Option Term⁽²⁾

	Number of		Percent of
	Securities		Total
	Underlying		Options/SARs
	Options/		Granted to		Exercise of
	SARs		Employees in		Base Price		Expiration
Name	Granted		Fiscal Year⁽¹⁾		($/Share)		Date		5%		10%

Louis Mancini		443,000		17	$	6.00/share		12/5/2010	$	1,082,073	$	2,521,690
David Heilman		295,333		11.3	$	6.00/share		12/5/2010	$	721,381	$	1,681,125
Joseph Fortunato		295,333		11.3	$	6.00/share		12/5/2010	$	721,381	$	1,681,125
Susan Trimbo		53,160		1.7	$	6.00/share		12/5/2010	$	108,207	$	252,169
Reginald Steele		44,300		1.7	$	6.00/share		12/5/2010	$	108,207	$	252,169
Michael Meyers		—		—		N/A		N/A		—		—



	Shares of Common Stock
	Beneficially Owned

Name of Officer or Director	Number			Percentage

Apollo Advisors V, L.P.⁽¹⁾		28,743,333	⁽³⁾⁽⁴⁾		96.28%
Mary Elizabeth Burton⁽¹⁾		158,333	⁽⁴⁾⁽⁵⁾		*
Peter P. Copses⁽¹⁾		28,768,333	^(3)(4)(6)		96.28%
Robert J. DiNicola⁽¹⁾		91,667	⁽⁴⁾⁽⁷⁾		*
Joseph Fortunato⁽²⁾		62,500	⁽⁴⁾		*
George G. Golleher⁽¹⁾		105,000	⁽⁴⁾⁽⁸⁾		*
Joshua J. Harris⁽¹⁾		28,768,333	^(3)(4)(9)		96.28%
David Heilman⁽²⁾		62,500	⁽⁴⁾		*
Andrew S. Jhawar⁽¹⁾		28,813,333	^(3)(4)(10)		96.29%
Louis Mancini⁽²⁾		100,000	⁽⁴⁾		*
Edgardo A. Mercadante⁽²⁾		78,333	^(4)(11)		*
Joseph W. Harch⁽²⁾		25,000	⁽¹²⁾		*
Reginald Steele⁽²⁾		18,750	⁽⁴⁾		*
Susan Trimbo⁽²⁾		11,250	⁽⁴⁾		*
All officers and directors as a group^(3)(13)		29,576,666			98.00%


			Compensation
	Shares Purchased in		Received in
	Connection with		Connection with
	Acquisition		Acquisition

Mary Elizabeth Burton		83,333 shares		—
Robert J. DiNicola		41,667 shares		—
Tom Dowd		28,125 shares	$	195,000
Joseph Fortunato		62,500 shares	$	825,000
George G. Golleher		50,000 shares		—
David R. Heilman		62,500 shares	$	756,250
Lee Karayusuf		37,500 shares	$	259,875
Curtis J. Larrimer		22,500 shares	$	371,603
Michael Locke		16,875 shares	$	450,000
Louis Mancini		100,000 shares	$	750,000
Edgardo A. Mercadante		33,333 shares		—
Michael Meyers*		—	$	3,150,000
James M. Sander		41,875 shares	$	375,920
Eileen D. Scott		37,500 shares	$	262,500
J.J. Sorrenti		16,875 shares	$	292,500
Reginald N. Steele		18,750 shares	$	403,072
Susan Trimbo		11,250 shares	$	416,000
Other employees		158,750 shares


	Redemption
Period	Price

2007		104.250%
2008		102.125%
2009 and thereafter		100.000%


	*Limitation on Restrictions on Distributions from Restricted Subsidiaries*


	*Limitation on the Sale or Issuance of Preferred Stock of Restricted Subsidiaries*


Report of Independent Auditors			F-2
Consolidated balance sheets as of December 31, 2002 and December 31, 2003			F-4
Consolidated statements of operations and comprehensive income for years ended December 31, 2001 and December 31, 2002, and for the periods from January 1, 2003 through December 4, 2003 and the 27 days ended December 31, 2003			F-5
Consolidated statements of stockholder’s (deficit) equity for years ended December 31, 2001 and December 31, 2002 and for the periods from January 1, 2003 through December 4, 2003 and the 27 days ended December 31, 2003			F-6
Consolidated statements of cash flows for years ended December 31, 2001 and December 31, 2002 and the periods from January 1, 2003 through December 4, 2003 and the 27 days ended and December 31, 2003			F-7
Notes to Consolidated Financial Statements			F-8
Consolidated balance sheets as of December 31, 2003 and June 30, 2004 (unaudited)			F-54
Unaudited consolidated statements of operations for the three months ended June 30, 2003 and 2004			F-55
Unaudited consolidated statement of stockholder’s (deficit) equity as of June 30, 2004			F-56
Unaudited consolidated statements of cash flows for the three months ended June 30, 2003 and 2004			F-57
Notes to Unaudited Consolidated Financial Statements			F-58



	Common Stock						Retained			Other			Total
					Additional Paid-		(Deficit)			Comprehensive			Stockholder’s
	Shares				in-Capital		Earnings			(Loss)/Income			(Deficit) Equity
			Dollars
Predecessor
Balance at January 1, 2001		100	$	—	$	690,955	$	(166,515	)	$	(1,368	)	$	523,072
Net loss		—		—		—		(55,859	)		—			(55,859	)
Unrealized appreciation on marketable securities, net of tax		—		—		—		—			2,145			2,145
Foreign currency translation		—		—		—		—			(400	)		(400	)

Balance at December 31, 2001		100	$	—	$	690,955	$	(222,374	)	$	377		$	468,958
Net loss		—		—		—		(960,857	)		—			(960,857	)
Unrealized appreciation on marketable securities, net of tax		—		—		—		—			1,133			1,133
Amount reclassified to income, net of tax		—		—		—		—			(3,278	)		(3,278	)
Foreign currency translation		—		—		—		—			292			292

Balance at December 31, 2002		100	$	—	$	690,955	$	(1,183,231	)	$	(1,476	)	$	(493,752	)
Net loss		—		—		—		(584,921	)		—			(584,921	)
Foreign currency translation		—		—		—		—			1,603			1,603

Balance at December 4, 2003		100	$	—	$	690,955	$	(1,768,152	)	$	127		$	(1,077,070	)

Successor
General Nutrition Centers Holding Company investment in General Nutrition Centers, Inc.		1000		—		277,500		—			—			277,500
Net income				—		—		354			—			354
Foreign currency translation				—		—		—			302			302

Balance at December 31, 2003		1000	$	—	$	277,500	$	354		$	302		$	278,156



			Predecessor									Successor


			Twelve Months Ended						Period Ended			27 Days Ended
			December 31,						December 4,			December 31,

			2001			2002			2003			2003

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)/income			$	(55,859	)	$	(960,857	)	$	(584,921	)	$	354
	Depreciation expense			46,137			46,461			50,880			1,950
	Loss from cumulative effect of accounting change, net of tax			—			889,621			—			—
	Impairment of goodwill and intangible assets			—			222,000			709,367			—
	Amortization of goodwill and intangible assets			75,940			11,536			8,171			303
	Amortization of deferred financing fees			—			—			—			224
	Inventory non-cash decrease			25,256			33,911			27,701			2,237
	Changes in stock-based compensation			14,582			(2,030	)		—			—
	Stock appreciation rights compensation			—			—			4,347			—
	Increase in allowance for doubtful accounts			1,815			5,285			1,953			767
	Gain on sale of marketable securities			—			(5,043	)		—			—
	Increase in net deferred taxes			(24,469	)		(44,908	)		(197,629	)		(210	)
Changes in assets and liabilities:
	(Increase) decrease in receivables			(2,940	)		(132,581	)		57,933			2,119
	Decrease (increase) in inventory, net			46,263			(11,695	)		1,258			1,581
	Decrease in franchise note receivables, net			7,995			8,069			1,546			1,326
	(Increase) decrease in other assets			(1,080	)		9,125			(5,597	)		(4,950	)
	(Decrease) increase in accounts payable			(48,183	)		18,800			(3,245	)		(5,342	)
	(Decrease) increase in accrued taxes			(2,422	)		25,541			5,638			438
	(Decrease) increase in interest payable			(3,853	)		—			—			1,799
	(Decrease) increase in accrued liabilities			(3,378	)		(2,200	)		15,466			2,092

		Net cash provided by operating activities		75,804			111,035			92,868			4,688

CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(29,183	)		(51,899	)		(31,020	)		(1,827	)
	Proceeds from disposal of assets			6,179			4,254			2,760			24
	Store acquisition costs			(21,863	)		(4,055	)		(3,193	)		(81	)
	Investments, loans and advances to investees			(3,280	)		(200	)		—			—
	Acquisition of General Nutrition Companies, Inc.			—			—			—			(738,117	)
	Proceeds from sale of marketable securities			—			7,443			—			—

		Net cash used in investing activities		(48,147	)		(44,457	)		(31,453	)		(740,001	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	General Nutrition Centers Holding Company investment in General Nutrition Centers, Inc.			—			—			—			277,500
	(Decrease) increase in cash overdrafts			(12,797	)		(1,112	)		1,915			1,735
	Short-term borrowings — related party			62,341			—			—			—
	Payments on short-term debt — related party			(20,000	)		(42,341	)		—			—
	Payments on long-term debt — related party			(50,000	)		—			(91,794	)		—
	Payments on long-term debt — third parties			(1,132	)		(847	)		(887	)		—
	Borrowings from senior credit facility			—			—			—			285,000
	Proceeds from senior subordinated notes			—			—			—			215,000
	Deferred financing fees			—			—			—			(20,020	)

		Net cash (used)/provided by financing activities		(21,588	)		(44,300	)		(90,766	)		759,215

Effect of exchange rates on cash				(231	)		175			12			(152	)

Net increase (decrease) in cash				5,838			22,453			(29,339	)		23,750
Beginning balance, cash				10,474			16,312			38,765			9,426

Ending balance, cash			$	16,312		$	38,765		$	9,426		$	33,176


			(in thousands)
Assets:
	Current assets		$	438,933
	Goodwill			83,089
	Other intangible assets			244,970
	Property, plant and equipment			201,287
	Other assets			54,426

		Total assets		1,022,705

Liabilities:
	Current liabilities			217,033
	Long-term debt			513,217
	Other liabilities			14,955

		Total liabilities		745,205

General Nutrition Centers Holding Company investment in General Nutrition Centers, Inc.			$	277,500



	December 31, 2002

						Net Carrying
	Gross Cost		Reserves			Value


	(In thousands)
Predecessor
Finished product ready for sale	$	253,419	$	(11,319	)	$	242,100
Unpackaged bulk product and raw materials		43,225		(3,393	)		39,832
Packaging supplies		3,690		—			3,690

	$	300,334	$	(14,712	)	$	285,622



	December 31, 2003

						Net Carrying
	Gross Cost		Reserves			Value

Successor
Finished product ready for sale	$	235,607	$	(15,335	)	$	220,272
Unpackaged bulk product and raw materials		35,615		(3,539	)		32,076
Packaging supplies		3,652		—			3,652

	$	274,874	$	(18,874	)	$	256,000


							Manufacturing/
	Retail			Franchising			Wholesale			Total


	(in thousands)
Predecessor
Balance at January 1, 2002	$	387,775		$	483,709		$	138,202		$	1,009,686

Impairment recognized upon adoption of SFAS No. 142		(265,180	)		(252,803	)		(134,582	)		(652,565	)
Additional impairment recognized during 2002		(90,000	)		(20,000	)		—			(110,000	)
Goodwill recorded related to franchisee store purchases		1,717			—			—			1,717

Balance at December 31, 2002		34,312			210,906			3,620			248,838
Additional impairment recognized during 2003		(34,312	)		(199,435	)		(3,620	)		(237,367	)

Goodwill recorded related to franchisee store purchases		914			—			—			914

Balance at December 4, 2003	$	914		$	11,471		$	—		$	12,385


Successor
Balance at December 5, 2003	$	19,086		$	63,563		$	440		$	83,089

Balance at December 31, 2003	$	19,086		$	63,563		$	440		$	83,089


				Retail			Franchise			Operating
	Gold Card			Brand			Brand			Agreements			Other			Total


	(in thousands)
Predecessor
Balance at January 1, 2002	$	2,725		$	740,801		$	449,494		$	75,632		$	3,648		$	1,272,300

Franchise impairment recognized upon adoption of SFAS No. 142		—			—			(121,494	)		—			—			(121,494	)
Retail impairment recognized upon adoption of SFAS No. 142		—			(290,801	)		—			—			—			(290,801	)
Amortization expense		(2,725	)		—			—			(7,411	)		(1,400	)		(11,536	)
Additional franchise impairment recognized during 2002		—			—			(22,000	)		—			—			(22,000	)
Additional retail impairment recognized during 2002		—			(90,000	)		—			—			—			(90,000	)

Balance at December 31, 2002	$	—		$	360,000		$	306,000		$	68,221		$	2,248		$	736,469
Amortization expense		—			—			—			(6,873	)		(1,298	)		(8,171	)
Additional franchise impairment recognized during 2003		—			—			(149,000	)		—			—			(149,000	)
Additional retail impairment recognized during 2003		—			(323,000	)		—			—			—			(323,000	)

Balance at December 4, 2003	$	—		$	37,000		$	157,000		$	61,348		$	950		$	256,298


Successor
Balance at December 5, 2003	$	2,570		$	49,000		$	163,000		$	30,400		$	—		$	244,970
Amortization expense		(85	)		—			—			(218	)					(303	)

Balance at December 31, 2003	$	2,485		$	49,000		$	163,000		$	30,182		$	—		$	244,667