This Registration Rights Agreement (this ?Agreement?) is made and entered into as of March 16, 2007, by and among General Nutrition Centers, Inc., a Delaware corporation (the ?Company?), the guarantors listed on Schedule I hereto (the ?Guarantors?), and J.P. Morgan Securities Inc., Goldman, Sachs & Co. and Lehman Brothers (each, an ?Initial Purchaser? and, collectively, the ?Initial Purchasers?), each of whom has agreed to purchase the Company?s Senior Floating Rate Toggle Notes due 2014 (the ?Initial Notes?) pursuant to the Purchase Agreement (as defined below).

     This Agreement is made pursuant to the Purchase Agreement, dated March 16, 2007 (the ?Purchase Agreement?), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the respective obligations of the Initial Purchasers set forth in Section 6 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of March  , 2007, among the Company, the Guarantors and Lasalle Bank National Association, as trustee, relating to the Initial Notes and the Exchange Notes (the ?Indenture?).

     The parties hereby agree as follows:

SECTION 1. DEFINITIONS

     As used in this Agreement, the following capitalized terms shall have the following meanings:

     Act: The Securities Act of 1933, as amended.

     Affiliate: As defined in Rule 144 of the Act.

     Broker-Dealer: Any broker or dealer registered under the Exchange Act.

     Business Day: Any day other than a Saturday, a Sunday or a day on which banking institutes in The City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

     Closing Date: The date hereof.

     Commission: The Securities and Exchange Commission.

     Consummate: An Exchange Offer shall be deemed ?Consummated? for purposes of this Agreement upon the occurrence of the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial Notes tendered by Holders thereof pursuant to the Exchange Offer.

     Consummation Deadline: As defined in Section 3(b) hereof.

     Effectiveness Deadline: As defined in Sections 3(a) and 4(a) hereof.

     Exchange Act: The Securities Exchange Act of 1934, as amended.

     Exchange Notes: The Company?s Senior Floating Rate Toggle Notes due 2014 to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof.

     Exchange Offer: The exchange and issuance by the Company of a principal amount of Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Initial Notes that are properly tendered and not withdrawn by such Holders in connection with such exchange and issuance, as required by the terms of this Agreement.

     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, (i) that is filed pursuant to the provisions of this Agreement, (ii) including the Prospectus included therein, and (iii) including all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

     Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.

     Free Writing Prospectus: Each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Initial Notes.

     Holders: As defined in Section 2 hereof.

     Issuer Information: As defined in Section 8(a) hereof.

     Prospectus: The prospectus included in a Registration Statement at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

     Recommencement Date: As defined in Section 6(d) hereof.

     Registration Default: As defined in Section 5 hereof.

     Registration Statement: The Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable.