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 LOUIS

MANCINI (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 the President and

Chief Executive Officer of the Company. The Executive shall have the normal

duties, responsibilities and authority commensurate with such positions. During

the Employment Period, in his capacity as President and Chief Executive Officer

of the Company, the Executive shall report directly to the Board of Directors of

the Company (the "Board").



                           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 by the Board, commensurate with his serving as President and

Chief Executive Officer. 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 and, except where

the Company provides its written consent otherwise, shall maintain his principal

residence within 75 miles of the principal office of the Company as of the

Effective Date. 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. Subject to (i) the

consummation of the transaction pursuant to that certain Purchase Agreement

dated October 16, 2003 by and among Royal Numico N.V., Numico USA, Inc. and

Apollo GNC Holding, Inc. (the "Transaction"), and (ii) execution by the

Executive of that certain Stockholders' Agreement by and among General Nutrition

Centers Holding Company ("Holdings") and its Stockholders dated December 5, 2003

and (iii) the investment by Executive of $600,000 in common stock ("Common

Stock") of Holdings on the closing of the Transaction, the employment of the

Executive hereunder shall



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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.



                  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 Five Hundred Twenty-Five Thousand Dollars ($525,000) (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 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") based upon the Company's attainment of

annual goals established by the Board or the Compensation Committee, which are

based on the Company's earnings before interest, taxes, depreciation and

amortization ("EBITDA") and debt amortization goals. Executive's target Annual

Bonus shall be fifty percent (50%) of Executive's Base Salary with a maximum of

one hundred and twenty percent (120%) of Executive's Base Salary if the Company

exceeds the EBITDA and debt amortization goals based on levels to be determined

by the Board or the Compensation Committee 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

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