EMPLOYMENT AGREEMENT



                  THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as

of the 5th day of December, 2003 (the "Effective Date"), by and between General

Nutrition Centers, Inc., a Delaware corporation (the "Company"), and REGINALD

STEELE (the "Executive").



                  WHEREAS, the Company desires to employ Executive on the terms

and subject to the conditions set forth herein and the Executive has agreed to

be so employed.



                  NOW, THEREFORE, in consideration of the mutual

representations, warranties, covenants and agreements set forth herein, and for

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto, intending to be legally bound, agree as

follows:



                  1.       EMPLOYMENT OF EXECUTIVE; DUTIES.



                           1.1      TITLE. During the "Employment Period" (as

defined in SECTION 2 hereof), the Executive shall serve as SENIOR VICE PRESIDENT

OF INTERNATIONAL FRANCHISING of the Company. The Executive shall have the normal

duties, responsibilities and authority commensurate with such positions.



                           1.2      DUTIES. During the Employment Period, the

Executive shall do and perform all services and acts necessary or advisable to

fulfill the duties and responsibilities of his positions and shall render such

services on the terms set forth herein. In addition, the Executive shall have

such other executive and managerial powers and duties as may reasonably be

assigned to him, commensurate with his serving as SENIOR VICE PRESIDENT OF

INTERNATIONAL FRANCHISING. Except for sick leave, reasonable vacations, and

excused leaves of absence, the Executive shall, throughout the Employment

Period, devote substantially all his working time, attention, knowledge and

skills faithfully and to the best of his ability, to the duties and

responsibilities of his positions in furtherance of the business affairs and

activities of the Company, and its subsidiaries and affiliates. The Executive

shall at all times be subject to, observe and carry out such rules, regulations,

policies, directions, and restrictions as the Board may from time to time

reasonably establish for senior executive officers of the Company.



                  2.       TERM OF EMPLOYMENT.



                           2.1      EMPLOYMENT PERIOD. The employment of the

Executive hereunder shall continue until the later to occur of (i) December 31,

2005, or (ii) the applicable expiration date of any extension of this Agreement

as provided in SECTION 2.2 hereof, unless terminated earlier in accordance with

the provisions of this Agreement (the "Employment Period").



                           2.2      EXTENSION. On October 31, 2004, and on each

October 31st thereafter, the Employment Period shall be extended for an

additional one-year period unless the Company or the Executive notifies the

other in writing at least 30 days prior to such date of its or his election, in

its or his sole discretion, not to extend the Employment Period.



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                  3.       COMPENSATION AND GENERAL BENEFITS.



                           3.1      BASE SALARY.



                                    (a)      During the Employment Period, the

Company agrees to pay to the Executive an annual base salary in an amount equal

to $201,536.40 (such base salary, as adjusted from time to time pursuant to

SECTION 3.1(B), is referred to herein as the "Base Salary"). The Executive's

Base Salary, less amounts required to be withheld under applicable law, shall be

payable in equal installments in accordance with the practice of the Company in

effect from time to time for the payment of salaries to officers of the Company,

but in no event less frequently than monthly.



                                    (b)      The Board of Directors of the

Company (the "Board") or the Compensation Committee established by the Board

(the "Compensation Committee") shall review the Executive's performance on an

annual basis and, based on such review, may increase Executive's Base Salary, as

it, acting in its sole discretion, shall determine to be reasonable and

appropriate.



                           3.2      BONUS. With respect to the 2004 calendar

year and with respect to each calendar year that commences during the Employment

Period, the Executive shall be eligible to receive from the Company an annual

performance bonus (the "Annual Bonus") in an amount to be determined by the

Compensation Committee in the exercise of its discretion for the applicable

year. Any Annual Bonus earned shall be payable in full within forty-five (45)

days following the determination of the amount thereof and in accordance with

the Company's normal payroll practices and procedures. Any Annual Bonus payable

under this Section 3.2 shall not be payable unless the Executive is employed by

the Company on the last day of the period to which such Annual Bonus relates.



                           3.3      EXPENSES. During the Employment Period, in

addition to any amounts to which the Executive may be entitled pursuant to the

other provisions of this SECTION 3.3 or elsewhere herein, the Executive shall be

entitled to receive prompt reimbursement from the Company for all reasonable and

necessary expenses incurred by him in performing his duties hereunder on behalf

of the Company, subject to, and consistent with, the Company's policies for

expense payment and reimbursement, in effect from time to time.



                           3.4      FRINGE BENEFITS. During the Employment

Period, in addition to any amounts to which the Executive may be entitled

pursuant to the other provisions of this SECTION 3 or elsewhere herein, the

Executive shall be entitled to participate in, and to receive benefits under,

any benefit plans, arrangements or policies made available by the Company to its

executives and key management employees generally, subject to and on a basis

consistent with the terms, conditions and overall administration of each such

plan, arrangement or policy. The award of any additional fringe benefits under

this SECTION 3.4 shall be separate and distinct from the right of the Executive

to receive the Annual Bonus payment from the Company described in SECTION 3.2.



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                           3.5      STOCK OPTIONS. Subject to SECTION 4 below

and the approval of the Compensation Committee, Executive shall be eligible to

participate in and be granted awards under the General Nutrition Centers, Inc.

2003 Omnibus Stock Incentive Plan (the "Plan").



                  4.       TERMINATION.



                           4.1      GENERAL. The employment of the Executive

hereunder (and the Employment Period) shall terminate as provided in SECTION 2,

unless earlier terminated in accordance with the provisions of this SECTION 4.



                           4.2      DEATH OR DISABILITY OF THE EXECUTIVE.



                                    (a)      The employment of the Executive

hereunder (and the Employment Period) shall terminate upon (i) the death of the

Executive, and (ii) at the option of the Company, upon not less than fifteen

(15) days' prior written notice to the Executive or his personal representative

or guardian, if the Executive suffers a "Total Disability" (as defined in

SECTION 4.2(B) below). Upon termination for death or Total Disability, the

Company shall pay to the Executive, guardian or personal representative, as the

case may be (reduced by any benefits paid or payable to the Executive, his

beneficiaries or estate under any Company-sponsored disability benefit plan

program or policy for the period following such date of termination), (i) the

Executive's current Base Salary for the remainder of the Employment Period

(without giving effect to any further extensions pursuant to SECTION 2.2 hereof)

and (ii) subject to the discretion of the Compensation Committee, a prorated

share of the Annual Bonus pursuant to SECTION 3.2 hereof (based on the period of

actual employment) that the Executive would have been entitled to had he worked

the full year during which the termination occurred, provided that bonus targets

are met for the year of such termination. The bonus shall be payable in full

within forty-five (45) days following the determination of the amount thereof

and in accordance with the Company's normal payroll practices and procedures.



                                    (b)      For purposes of this Agreement,

"Total Disability" shall mean (i) if the Executive is subject to a legal decree

of incompetency (the date of such decree being deemed the date on which such

disability occurred), (ii) the written determination by a physician selected by

the Company that, because of a medically determinable disease, injury or other

physical or mental disability, the Executive is unable substantially to perform,

with or without reasonable accommodation, the material duties of the Executive

required hereby, and that such disability has lasted for one hundred twenty days

(120) days during the immediately preceding twelve (12) month period or is, as

of the date of determination, reasonably expected to last six (6) months or

longer after the date of determination, in each case based upon medically

available reliable information, or (iii) Executive's qualifying for benefits

under the Company's long-term disability coverage, if any.



                                    (c)      In conjunction with determining

mental and/or physical disability for purposes of this Agreement, the Executive

hereby consents to (i) any examinations that the Compensation Committee

determines are relevant to a determination of whether he is mentally and/or

physically disabled, or required by the Company physician, (ii) furnish such

medical information as may be reasonably requested, and (iii) waive any

applicable physician patient privilege that may arise because of such

examination.



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<PAGE>



                                    (d)      With respect to outstanding stock

options and other equity based awards held by the Executive as of the date of

termination, (i) any such options that are not vested or exercisable as of such

date of termination shall immediately expire and any such equity based awards

that are not vested as of such date of termination shall immediately be

forfeited, and (ii) any such options that are vested and exercisable as of such

date of termination shall expire immediately following the expiration of the one

hundred eighty (180) day period following such date of termination.



                                    (e)      With respect to any shares of

Common Stock held by the Executive that are vested as of the date of termination

(or issued pursuant to the exercise of options following such date of

termination pursuant to SECTION 4.2(D) hereof), for the two hundred seventy

(270) day period following such date of termination, the Company (or its

designee) shall have the right to purchase from the Executive or his

beneficiary, as applicable, and the Executive or his beneficiary hereby agrees

to sell any or all such shares to the Company (or the Company's designee) for an

amount equal to the product of (x) the per share current fair market value of a

share of Common Stock (as determined by the Board in good faith) and (y) the

number of shares so purchased.



                           4.3      TERMINATION BY THE COMPANY WITHOUT CAUSE OR

RESIGNATION BY THE EXECUTIVE FOR GOOD REASON.



                                    (a)      The Company may terminate

Executive's employment without "Cause" (as defined below), and thereby terminate

Executive's employment (and the Employment Period) under this Agreement at any

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