==============================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ____________________

                                    FORM 8-K

                                 CURRENT REPORT

                              _____________________

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): December 15, 2004


                         GENERAL NUTRITION CENTERS, INC.
             (Exact Name of Registrant as Specified in its Charter)


          DELAWARE                       333-114502              72-1575168
(State or other jurisdiction            (Commission           (I.R.S. Employer
      of incorporation)                 File Number)         Identification No.)


                300 SIXTH AVENUE, PITTSBURGH, PENNSYLVANIA 15222
               (Address of principal executive offices) (Zip Code)

                                 (412) 288-4600
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

==============================================================================
<PAGE>


Item 1.01         Entry into a Material Definitive Agreement.
---------         -------------------------------------------

         On December 15, 2004, General Nutrition Centers, Inc. ("Centers")
entered into a new employment agreement with David Heilman, Centers' Executive
Vice President and Chief Administrative Officer. The term of the employment
agreement expires on December 31, 2006, subject to one year extensions at
Centers' option. Under the employment agreement, Mr. Heilman will receive a base
salary of $350,000 per year and will be eligible to receive an annual
performance bonus of 40% to 100% of his base salary based upon Center's
attainment of annual goals established by Centers' board of directors or
compensation committee. Upon Mr. Heilman's death or disability, he will be
entitled to receive his base salary for the remaining term of his employment
period (as defined in the agreement) and a prorated share of the annual bonus
for the year in which he was terminated. In the event of a termination of Mr.
Heilman's employment without cause or for good reason (each, as defined in the
agreement), he will be entitled to receive his base salary for the remaining
term of his employment period and a prorated share of the annual bonus for the
year in which he was terminated. If such termination occurs upon or within six
months following a change of control (as defined in the employment agreement),
Mr. Heilman will be entitled to receive his base salary for a two-year period
following the date of termination. A copy of the Mr. Heilman's employment
agreement is filed herewith as Exhibit 10.1 and incorporated herein by
reference.

         On December 15, 2004, Centers entered into a new employment agreement
with Joseph Fortunato, Centers' Executive Vice President and Chief Operating
Officer. The term of the employment agreement expires on December 31, 2006,
subject to one year extensions at Centers' option. Under the employment
agreement, Mr. Fortunato will receive a base salary of $350,000 per year and
will be eligible to receive an annual performance bonus of 40% to 100% of his
base salary based upon Center's attainment of annual goals established by
Centers' board of directors or compensation committee. Upon Mr. Fortunato's
death or disability, he will be entitled to receive his base salary for the
remaining term of his employment period (as defined in the agreement) and a
prorated share of the annual bonus for the year in which he was terminated. In
the event of a termination of Mr. Fortunato's employment without cause or for
good reason (each, as defined in the agreement), he will be entitled to receive
his base salary for the remaining term of his employment period and a prorated
share of the annual bonus for the year in which he was terminated. If such
termination occurs upon or within six months following a change of control (as
defined in the agreement), Mr. Fortunato will be entitled to receive his base
salary for a two-year period following the date of termination. A copy of
Mr. Fortunato's employment agreement is filed herewith as Exhibit 10.2 and
incorporated herein by reference.

         In December 2004, Centers entered into a separation agreement and
general release (the "Separation Agreement") with Louis Mancini and GNC
Corporation (the "Parties"). Mr. Mancini was employed by Centers as President
and Chief Executive Officer pursuant to the employment agreement, dated December
25, 2003, as amended through September 27, 2004. Mr. Mancini and Centers agreed
to terminate his employment as of November 30, 2004, and in connection with such
termination, settle any and all related agreements between the Parties and their
affiliates. Pursuant to this Separation Agreement, Mr. Mancini's employment with
Centers was terminated effective as of November 30, 2004. To the extent not
already effected, Mr. Mancini resigned all of his director, officer and other
positions with Centers and each its affiliates, effective as of November 30,
2004. Also pursuant to this Separation Agreement, on December 17, 2004, Centers
repurchased 100,000 shares from Mr. Mancini for an aggregate purchase price of
$600,000. A copy of the Separation Agreement is filed herewith as Exhibit 10.3
and incorporated herein by reference.

         The information set forth in Item 2.03 below is incorporated by
reference into this Item 1.01.

Item 2.03.     Creation of a Direct Financial Obligation or an Obligation
----------     ----------------------------------------------------------
               under an Off-Balance Sheet Arrangement of a Registrant.
               -------------------------------------------------------

         On January 18, 2005, Centers completed a private placement of $150
million aggregate principal amount of its 8-5/8% Senior Notes due 2011 (the
"Senior Notes"), and entered into an Indenture (the "Indenture") with U.S.
Bank National Association, as trustee (the "Trustee"), relating to the Senior
Notes. A copy of the Indenture and the Form of 8-5/8% Senior Note due 2011 is
filed herewith as Exhibits 4.1 and 4.2, respectively, and are incorporated
herein by reference. The Senior Notes were sold within the United States only
to qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and outside the
United States only to non-U.S. persons in reliance on Regulation S under the
Securities Act.

         The Senior Notes mature on January 15, 2011 and bear interest at a
rate of 8-5/8% per annum, which is payable semi-annually on January 15 and
July 15 of each year, beginning July 15, 2005. The Senior Notes are Centers'
unsecured senior obligations and rank senior in right of payment to all of its
existing and future unsubordinated debt and rank senior in right of payment to
all of its existing and future subordinated debt. The Senior Notes are
guaranteed on an unsecured senior basis by all of Centers' existing and future
material domestic subsidiaries (the "Guarantors"). The terms of the Indenture,
among other things, limit Centers' and its restricted subsidiaries' ability to
(i) incur additional indebtedness and issue preferred stock; (ii) make
restricted payments; (iii) allow restrictions on the ability of certain
subsidiaries to make distributions; (iv) sell assets; (v) enter into certain
transactions with affiliates; and (vi) create liens.

         Prior to January 15, 2008, Centers may redeem up to 35% of the
aggregate principal amount of the Senior Notes at a price of 108.625% of the
principal amount, plus accrued and unpaid interest and liquidated damages, if
any, to the redemption date, with the net cash proceeds of certain public
equity offerings within 60 days after the closing of any such offering. On or
after January 15, 2008, Centers may redeem the Senior Notes, in whole or in
part, in cash at redemption prices specified in the Indenture. In addition, if
Centers undergoes a change of control, Centers may be required to make an
offer to purchase each holder's Senior Notes at a price equal to 101% of the
principal amount of the Senior Notes, plus accrued and unpaid interest and
liquidated damages, if any, to the repurchase date.

         The Indenture provides that each of the following is an event of
default ("Event of Default"): (i) default for 30 days in payment of any
interest, or liquidated damages, if any, due with respect to the Senior Notes;
(ii) default in payment of principal or premium, if any, on the Senior Notes;
(iii) failure by Centers or any of its restricted subsidiaries to comply with
certain covenants relating to merger or consolidation; (iv) failure by Centers
or any of its restricted subsidiaries to comply with certain covenants (for 30
days or 60 days, as applicable, after receiving notice); (v) failure by
Centers or any of its significant subsidiaries to pay any Indebtedness (as
defined in the Indenture) within any applicable grace period after final
maturity or acceleration of any such Indebtedness that exceeds $20.0 million;
(vi) certain events of bankruptcy, insolvency or reorganization with respect
to Centers or any of its significant subsidiaries; (vii) failure by Centers or
any of its significant subsidiaries to pay final judgments against any of them
that are not covered by adequate insurance that in aggregate exceed $20.0
million; and (viii) the failure of any guarantee of the notes by a guarantor
that is a significant subsidiary to be in full force. If any Event of Default,
other than an Event of Default arising under clause (vi) above, occurs and is
continuing, the Trustee or the holders of at least a majority in principal
amount of the outstanding Senior Notes, by notice to Centers and the Trustee,
may declare the principal of and accrued and unpaid interest on all of such
Senior Notes to be due and payable. Events of Default under clause (vi) above
will result in immediate acceleration of the principal and accrued and unpaid
interest on the Senior Notes.

         In connection with the issuance of the Senior Notes, Centers entered
into a Registration Rights Agreement (the "Registration Rights Agreement") with
Lehman Brothers Inc. and J.P. Morgan Securities Inc. Pursuant to the terms of
the Registration Rights Agreement, Centers agreed to file a registration
statement within 150 days after January 18, 2005, enabling holders to exchange
the Senior Notes for publicly registered exchange notes with substantially
identical terms. Centers also agreed to use its commercially reasonable efforts
to cause the registration statement to become effective within 250 days after
January 18, 2005. Under certain circumstances, Centers may be required to
provide a shelf registration statement to cover resales of the Senior Notes. If
Centers fails to satisfy its obligations under the Registration Rights
Agreement, it will be required to pay liquidated damages under certain
circumstances. A copy of the Registration Rights Agreement is filed herewith as
Exhibit 10.4 and incorporated herein by reference.

         The description above is qualified in its entirety by the Indenture,
the form of 8-5/8% Senior Note due 2011 and the Registration Rights Agreement,
which are filed herewith as exhibits.

Item 9.01         Financial Statements and Exhibits.
---------         ----------------------------------

(c)   Exhibits.

      4.1      Indenture, dated as of January 18, 2005, among Centers, each of
               the Guarantors party thereto and U.S. Bank National Association,
               as Trustee.

      4.2      Form of 8-5/8% Senior Note due 2011 (incorporated by reference
               to Exhibit A1 of Exhibit 4.1 hereto).

      10.1     Employment Agreement, dated as of December 15, 2004, by and
               between General Nutrition Centers, Inc. and David Heilman.

      10.2     Employment Agreement, dated as of December 15, 2004, by and
               between General Nutrition Centers, Inc. and Joseph Fortunato.

      10.3     Separation Agreement and General Release, dated as of December 1,
               2004, by and between Louis Mancini, General Nutrition Centers,
               Inc. and GNC Corporation.

      10.4     Registration Rights Agreement, dated as of January 18, 2005, by
               and among Centers, the Guarantors listed on Schedule I thereto,
               Lehman Brothers Inc. and J.P. Morgan Securities Inc.





<PAGE>


                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  January 19, 2005

                                      GENERAL NUTRITION CENTERS, INC.



                                      By:   /s/ James M. Sander
                                          ------------------------------
                                          Name:   James M. Sander
                                          Title:  Senior Vice President, Chief
                                                  Legal Officer and Secretary


<PAGE>


                                  EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

      4.1         Indenture, dated as of January 18, 2005, among Centers, each
                  of the Guarantors party thereto and U.S. Bank National
                  Association, as Trustee.

      4.2         Form of 8-5/8% Senior Note due 2011 (incorporated by reference
                  to Exhibit A1 of Exhibit 4.1 hereto).

      10.1        Employment Agreement, dated as of December 15, 2004, by and
                  between General Nutrition Centers, Inc. and David Heilman.

      10.2        Employment Agreement, dated as of December 15, 2004, by and
                  between General Nutrition Centers, Inc. and Joseph Fortunato.

      10.3        Separation Agreement and General Release, dated as of December
                  1, 2004, by and between Louis Mancini, General Nutrition
                  Centers, Inc. and GNC Corporation.

      10.4        Registration Rights Agreement, dated as of January 18, 2005,
                  by and among Centers, the Guarantors listed on Schedule I
                  thereto, Lehman Brothers Inc. and J.P. Morgan Securities Inc.
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==============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ____________________

                                    FORM 8-K

                                 CURRENT REPORT

                              _____________________

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 15, 2004

                         GENERAL NUTRITION CENTERS, INC.
             (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                       333-114502              72-1575168
(State or other jurisdiction            (Commission           (I.R.S. Employer
      of incorporation)                 File Number)         Identification No.)

                300 SIXTH AVENUE, PITTSBURGH, PENNSYLVANIA 15222
               (Address of principal executive offices) (Zip Code)

                                 (412) 288-4600
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

==============================================================================
Item 1.01         Entry into a Material Definitive Agreement.
---------         -------------------------------------------

         On December 15, 2004, General Nutrition Centers, Inc. ("Centers")
entered into a new employment agreement with David Heilman, Centers' Executive
Vice President and Chief Administrative Officer. The term of the employment
agreement expires on December 31, 2006, subject to one year extensions at
Centers' option. Under the employment agreement, Mr. Heilman will receive a base
salary of $350,000 per year and will be eligible to receive an annual
performance bonus of 40% to 100% of his base salary based upon Center's
attainment of annual goals established by Centers' board of directors or
compensation committee. Upon Mr. Heilman's death or disability, he will be
entitled to receive his base salary for the remaining term of his employment
period (as defined in the agreement) and a prorated share of the annual bonus
for the year in which he was terminated. In the event of a termination of Mr.
Heilman's employment without cause or for good reason (each, as defined in the
agreement), he will be entitled to receive his base salary for the remaining
term of his employment period and a prorated share of the annual bonus for the
year in which he was terminated. If such termination occurs upon or within six
months following a change of control (as defined in the employment agreement),
Mr. Heilman will be entitled to receive his base salary for a two-year period
following the date of termination. A copy of the Mr. Heilman's employment
agreement is filed herewith as Exhibit 10.1 and incorporated herein by
reference.

         On December 15, 2004, Centers entered into a new employment agreement
with Joseph Fortunato, Centers' Executive Vice President and Chief Operating
Officer. The term of the employment agreement expires on December 31, 2006,
subject to one year extensions at Centers' option. Under the employment
agreement, Mr. Fortunato will receive a base salary of $350,000 per year and
will be eligible to receive an annual performance bonus of 40% to 100% of his
base salary based upon Center's attainment of annual goals established by
Centers' board of directors or compensation committee. Upon Mr. Fortunato's
death or disability, he will be entitled to receive his base salary for the
remaining term of his employment period (as defined in the agreement) and a
prorated share of the annual bonus for the year in which he was terminated. In
the event of a termination of Mr. Fortunato's employment without cause or for
good reason (each, as defined in the agreement), he will be entitled to receive
his base salary for the remaining term of his employment period and a prorated
share of the annual bonus for the year in which he was terminated. If such
termination occurs upon or within six months following a change of control (as
defined in the agreement), Mr. Fortunato will be entitled to receive his base
salary for a two-year period following the date of termination. A copy of
Mr. Fortunato's employment agreement is filed herewith as Exhibit 10.2 and
incorporated herein by reference.

         In December 2004, Centers entered into a separation agreement and
general release (the "Separation Agreement") with Louis Mancini and GNC
Corporation (the "Parties"). Mr. Mancini was employed by Centers as President
and Chief Executive Officer pursuant to the employment agreement, dated December
25, 2003, as amended through September 27, 2004. Mr. Mancini and Centers agreed
to terminate his employment as of November 30, 2004, and in connection with such
termination, settle any and all related agreements between the Parties and their
affiliates. Pursuant to this Separation Agreement, Mr. Mancini's employment with
Centers was terminated effective as of November 30, 2004. To the extent not
already effected, Mr. Mancini resigned all of his director, officer and other
positions with Centers and each its affiliates, effective as of November 30,
2004. Also pursuant to this Separation Agreement, on December 17, 2004, Centers
repurchased 100,000 shares from Mr. Mancini for an aggregate purchase price of
$600,000. A copy of the Separation Agreement is filed herewith as Exhibit 10.3
and incorporated herein by reference.

         The information set forth in Item 2.03 below is incorporated by
reference into this Item 1.01.

Item 2.03.     Creation of a Direct Financial Obligation or an Obligation
----------     ----------------------------------------------------------
               under an Off-Balance Sheet Arrangement of a Registrant.
               -------------------------------------------------------

         On January 18, 2005, Centers completed a private placement of $150
million aggregate principal amount of its 8-5/8% Senior Notes due 2011 (the
"Senior Notes"), and entered into an Indenture (the "Indenture") with U.S.
Bank National Association, as trustee (the "Trustee"), relating to the Senior
Notes. A copy of the Indenture and the Form of 8-5/8% Senior Note due 2011 is
filed herewith as Exhibits 4.1 and 4.2, respectively, and are incorporated
herein by reference. The Senior Notes were sold within the United States only
to qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and outside the
United States only to non-U.S. persons in reliance on Regulation S under the
Securities Act.

         The Senior Notes mature on January 15, 2011 and bear interest at a
rate of 8-5/8% per annum, which is payable semi-annually on January 15 and
July 15 of each year, beginning July 15, 2005. The Senior Notes are Centers'
unsecured senior obligations and rank senior in right of payment to all of its
existing and future unsubordinated debt and rank senior in right of payment to
all of its existing and future subordinated debt. The Senior Notes are
guaranteed on an unsecured senior basis by all of Centers' existing and future
material domestic subsidiaries (the "Guarantors"). The terms of the Indenture,
among other things, limit Centers' and its restricted subsidiaries' ability to
(i) incur additional indebtedness and issue preferred stock; (ii) make
restricted payments; (iii) allow restrictions on the ability of certain
subsidiaries to make distributions; (iv) sell assets; (v) enter into certain
transactions with affiliates; and (vi) create liens.

         Prior to January 15, 2008, Centers may redeem up to 35% of the
aggregate principal amount of the Senior Notes at a price of 108.625% of the
principal amount, plus accrued and unpaid interest and liquidated damages, if
any, to the redemption date, with the net cash proceeds of certain public
equity offerings within 60 days after the closing of any such offering. On or
after January 15, 2008, Centers may redeem the Senior Notes, in whole or in
part, in cash at redemption prices specified in the Indenture. In addition, if
Centers undergoes a change of control, Centers may be required to make an
offer to purchase each holder's Senior Notes at a price equal to 101% of the
principal amount of the Senior Notes, plus accrued and unpaid interest and
liquidated damages, if any, to the repurchase date.

         The Indenture provides that each of the following is an event of
default ("Event of Default"): (i) default for 30 days in payment of any
interest, or liquidated damages, if any, due with respect to the Senior Notes;
(ii) default in payment of principal or premium, if any, on the Senior Notes;
(iii) failure by Centers or any of its restricted subsidiaries to comply with
certain covenants relating to merger or consolidation; (iv) failure by Centers
or any of its restricted subsidiaries to comply with certain covenants (for 30
days or 60 days, as applicable, after receiving notice); (v) failure by
Centers or any of its significant subsidiaries to pay any Indebtedness (as
defined in the Indenture) within any applicable grace period after final
maturity or acceleration of any such Indebtedness that exceeds $20.0 million;
(vi) certain events of bankruptcy, insolvency or reorganization with respect
to Centers or any of its significant subsidiaries; (vii) failure by Centers or
any of its significant subsidiaries to pay final judgments against any of them
that are not covered by adequate insurance that in aggregate exceed $20.0
million; and (viii) the failure of any guarantee of the notes by a guarantor
that is a significant subsidiary to be in full force. If any Event of Default,
other than an Event of Default arising under clause (vi) above, occurs and is
continuing, the Trustee or the holders of at least a majority in principal
amount of the outstanding Senior Notes, by notice to Centers and the Trustee,
may declare the principal of and accrued and unpaid interest on all of such
Senior Notes to be due and payable. Events of Default under clause (vi) above
will result in immediate acceleration of the principal and accrued and unpaid
interest on the Senior Notes.

         In connection with the issuance of the Senior Notes, Centers entered
into a Registration Rights Agreement (the "Registration Rights Agreement") with
Lehman Brothers Inc. and J.P. Morgan Securities Inc. Pursuant to the terms of
the Registration Rights Agreement, Centers agreed to file a registration
statement within 150 days after January 18, 2005, enabling holders to exchange
the Senior Notes for publicly registered exchange notes with substantially
identical terms. Centers also agreed to use its commercially reasonable efforts
to cause the registration statement to become effective within 250 days after
January 18, 2005. Under certain circumstances, Centers may be required to
provide a shelf registration statement to cover resales of the Senior Notes. If
Centers fails to satisfy its obligations under the Registration Rights
Agreement, it will be required to pay liquidated damages under certain
circumstances. A copy of the Registration Rights Agreement is filed herewith as
Exhibit 10.4 and incorporated herein by reference.

         The description above is qualified in its entirety by the Indenture,
the form of 8-5/8% Senior Note due 2011 and the Registration Rights Agreement,
which are filed herewith as exhibits.

Item 9.01         Financial Statements and Exhibits.
---------         ----------------------------------

(c)   Exhibits.

      4.1      Indenture, dated as of January 18, 2005, among Centers, each of
               the Guarantors party thereto and U.S. Bank National Association,
               as Trustee.

      4.2      Form of 8-5/8% Senior Note due 2011 (incorporated by reference
               to Exhibit A1 of Exhibit 4.1 hereto).

      10.1     Employment Agreement, dated as of December 15, 2004, by and
               between General Nutrition Centers, Inc. and David Heilman.

      10.2     Employment Agreement, dated as of December 15, 2004, by and
               between General Nutrition Centers, Inc. and Joseph Fortunato.

      10.3     Separation Agreement and General Release, dated as of December 1,
               2004, by and between Louis Mancini, General Nutrition Centers,
               Inc. and GNC Corporation.

      10.4     Registration Rights Agreement, dated as of January 18, 2005, by
               and among Centers, the Guarantors listed on Schedule I thereto,
               Lehman Brothers Inc. and J.P. Morgan Securities Inc.
SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  January 19, 2005

                                      GENERAL NUTRITION CENTERS, INC.

                                      By:   /s/ James M. Sander
                                          ------------------------------
                                          Name:   James M. Sander
                                          Title:  Senior Vice President, Chief
                                                  Legal Officer and Secretary
EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

      4.1         Indenture, dated as of January 18, 2005, among Centers, each
                  of the Guarantors party thereto and U.S. Bank National
                  Association, as Trustee.

      4.2         Form of 8-5/8% Senior Note due 2011 (incorporated by reference
                  to Exhibit A1 of Exhibit 4.1 hereto).

      10.1        Employment Agreement, dated as of December 15, 2004, by and
                  between General Nutrition Centers, Inc. and David Heilman.

      10.2        Employment Agreement, dated as of December 15, 2004, by and
                  between General Nutrition Centers, Inc. and Joseph Fortunato.

      10.3        Separation Agreement and General Release, dated as of December
                  1, 2004, by and between Louis Mancini, General Nutrition
                  Centers, Inc. and GNC Corporation.

      10.4        Registration Rights Agreement, dated as of January 18, 2005,
                  by and among Centers, the Guarantors listed on Schedule I
                  thereto, Lehman Brothers Inc. and J.P. Morgan Securities Inc.