SUPPLEMENTAL INDENTURE



     SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of April

6, 2004, among GNC Franchising, LLC (the "Guaranteeing Subsidiary"), a

Pennsylvania limited liability company and a subsidiary of General Nutrition

Centers, Inc., a Delaware corporation (the "Company"), the Company, the other

Guarantors (as defined in the Indenture referred to herein) and U.S. Bank

National Association, as trustee under the Indenture referred to below (the

"Trustee").



                               W I T N E S S E T H



     WHEREAS, the Company has heretofore executed and delivered to the Trustee

an indenture (the "Indenture"), dated as of December 5, 2003 providing for the

issuance of 8-1/2% Senior Subordinated Notes due 2010 (the "Notes");



     WHEREAS, the Indenture provides that under certain circumstances the

Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental

indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally

guarantee all of the Company's Obligations under the Notes and the Indenture on

the terms and conditions set forth herein (the "Note Guarantee"); and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is

authorized to execute and deliver this Supplemental Indenture.



     NOW, THEREFORE, in consideration of the foregoing and for other good and

valuable consideration, the receipt of which is hereby acknowledged, the

Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the

equal and ratable benefit of the Holders of the Notes as follows:



     1. CAPITALIZED TERMS. Capitalized terms used herein without definition

shall have the meanings assigned to them in the Indenture.

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