EX-10.26 2 a99130a2exv10w26.txt EXHIBIT 10.26 EXHIBIT 10.26 EXECUTION COPY GNC/RITE AID RETAIL AGREEMENT THIS AGREEMENT, is made and entered into as of this 8th day of December, 1998 ("Effective Date), between GENERAL NUTRITION SALES CORPORATION, an Arizona corporation ("GNC"), and RITE AID CORPORATION, a Delaware corporation ("Rite Aid"), and sets out the terms and conditions under which Rite Aid may open and operate GNC-General Nutrition Center(R)(s) within certain designated retail drug stores now or hereinafter owned or operated by Rite Aid (each referred to in this Agreement as a "Store" and collectively as the "Stores", and the GNC - General Nutrition Center(R)(s) within such Stores are referred to as a "Business" and collectively as the "Businesses"). SELECTED TERM SUMMARY LOCATION: The initial list of Stores within which Rite Aid may operate the Businesses is set forth on Exhibit A attached hereto (hereafter the latitude and longitude coordinates of a Store listed on Exhibit A is referred to as a "Location" or the "Locations"). Rite Aid may by written notice to GNC, providing the latitude and longitude coordinates (using the then current commercially available Global Positioning System) or the street address thereof (which GNC shall convert to latitude and longitude coordinates), designate additional locations as sites where it desires to operate a Business. Subject to I.C. 2 through 4 hereof, any location so designated shall be added as a Location to Exhibit A unless GNC informs Rite Aid within 14 days (28 days for proposed sites within Major Metropolitan City Centers or if Rite Aid designates more than 100 proposed locations within a one week period), that the proposed site does not meet the Site Designation Criteria (as hereinafter provided). GNC will provide to Rite Aid a copy of the computer printout (i) showing the Protected Territory of each Location listed on and added to Exhibit A and (ii) with respect to each proposed location which the Computer Software determined does not meet the Site Designation Criteria, a statement of the reasons why it does not and a copy of the computer printout reflecting the conflict. Rite Aid may, in its discretion, from time to time, delete Locations from Exhibit A upon the permanent cessation of the operation of a Store which conducted the Business. PROTECTED TERRITORY: The Protected Territory with respect to each Location listed on Exhibit A from time to time is as follows: (a) For Locations within one of the "Major Metropolitan City Centers", as discussed below, the Protected Territory shall be the area within the perimeter of a circle that has the front entrance of the Location in the center and a radius of 1,056 feet (except that for the New York City Major Metropolitan City Center the radius shall be 528 feet); provided, however, that in all events the Protected Territory shall encompass the entire physical structure of any building within which the Location is located. (b) For all other Locations, the Protected Territory shall be the area within the perimeter of a circle that has the Location in the center and a radius of two miles; provided, however, that if the residential population within the perimeter of a circle that has the Location in the center and a radius of two miles is 25,000 or more, the Protected Territory shall be the area within the perimeter of a circle that has the Location in the center and a radius of one mile and (c) Any shopping center in which any Location is situated; provided, however, that the Protected Territory of a Location: (i) within a Major Metropolitan City Center shall in no event be deemed to encroach on any place outside that Major 2 Metropolitan City Center or (ii) outside a Major Metropolitan City Center shall in no event be deemed to encroach on any place within that Major Metropolitan City Center. "Major Metropolitan City Centers" are those listed on Exhibit B attached hereto that contains the name of the city, as well as a street map designating the agreed geographic area included as the "Major Metropolitan City Center". TERM OF LICENSE: This Agreement and the license granted herein begin on the Effective Date and shall expire ten (10) years after the date the first Business opens within any Store, unless extended or terminated sooner in accordance with the terms and conditions of this Agreement. INITIAL FEE: Ten Thousand ($10,000) Dollars per Store in which a Business has opened, payable to GNC by Rite Aid in three consecutive equal annual installments, the first of which shall be paid on the date each Store opens with a Business and the second and third installments on the one year and two year anniversaries of the date the applicable Store opened with a Business. A new initial fee shall be paid for each relocation of an existing Location. GNC BRAND PRODUCTS: Products containing on their labels one or more of the Proprietary Marks. GNC CONSIGNMENT PRODUCTS: Certain GNC Brand Products placed on consignment with Rite Aid by GNC pursuant to a separate Consignment Agreement. GNC will place on consignment sale with Rite Aid as GNC Consignment Products GNC Brand Product having a minimum retail value of ten percent (10%) of the retail value of Rite Aid's inventory of GNC Brand Products in the GNC Plan-O-Gram. 3 GNC PLAN-O-GRAM: The store layout for the Business specifying a bird's eye view, product facings, product code numbers and merchandising requirements that are part of the System. The products in the GNC Plan-O-Gram include GNC Brand Products and Third Party Products. The GNC Plan-O-Gram will be customized for three Rite Aid base square footage stores, however, Rite Aid agrees that not more than one-third of the Stores in which the Business is operated will utilize the smallest square footage GNC Plan-O-Gram. The initial GNC Plan-O-Grams are attached hereto as Exhibit C and shall be updated at least annually at GNC's annual line review, and modified as agreed by GNC and Rite Aid. The opening order quantity for each product in each GNC Plan-O-Gram for each new Business is specified in Exhibit C-1. Rite Aid agrees that it shall set the minimum quantity in its Store Automatic Replenishment System for GNC Brand Product at least two (2), except that for GNC Consignment Products the minimum quantities will be set by GNC pursuant to the Consignment Agreement. THIRD PARTY PRODUCTS: Products manufactured by third parties, included in the GNC Plan-O-Gram and available for GNC to sell to Rite Aid, but not including those products listed on Exhibit D attached hereto. RECITALS: WHEREAS, General Nutrition Investment Company, GNC's affiliate, as the result of the expenditure of time, skill, effort and money, has developed and owns a unique and comprehensive system (hereinafter the "Comprehensive System") relating to the opening and operation of retail nutrition, health and/or fitness stores ("GNC-General Nutrition Centers") which sell, among other things, vitamins, health foods, natural 4 cosmetics, diet products, physical fitness products and health management products and services; and WHEREAS, the distinguishing characteristics of the Comprehensive System include, without limitation, the establishment, development and operation of stores which feature vitamins, emphasizing a special selection of vitamins, minerals and herbs manufactured or distributed by GNC or its affiliates under labels bearing the mark "GNC" and related marks and which may feature health foods, natural cosmetics, diet products, physical fitness products or health-management products and services; distinctive building designs, interior and exterior layout and trade dress; standards and specifications for construction methods and materials, equipment, furnishings, fixtures, supplies, signs and product lists; technical assistance and training; sales and management assistance and training; operating procedures for the storage, display and sale of vitamins, natural cosmetics, diet products, physical fitness products and health-management products and services; and specialized methods and techniques for inventory and cost controls, record keeping and reporting, personnel management, purchasing, customer service, sales promotion and advertising; and unique merchandising systems including the GNC Plan-O-Gram, all of which may be changed, improved and further developed by GNC or its affiliates from time to time; and WHEREAS, General Nutrition Investment Company has developed a modified Comprehensive System consisting of the features set forth on Exhibit E hereto (hereinafter referred to as the "System") for use applicable to operating the Business within large retail drug store chains and Rite Aid seeks to use the System including the GNC Plan-O-Gram, and to identify the System by means of certain trademarks, trade 5 names, service marks, logos, emblems and other indicia of origin, including but not limited to the "GNC" and "GENERAL NUTRITION CENTER" marks, and such other trade names, service marks and trademarks as are listed on Exhibit F (as the same may hereafter be modified or designated by GNC in writing by amending Exhibit F provided such change is generally applicable to GNC's operations) for use in connection with the System (hereinafter such marks are referred to as the "Proprietary Marks"), all of which such Proprietary Marks are owned by GNC or its affiliates; and WHEREAS, General Nutrition Investment Company has licensed to GNC the right to use or further license the System so long as GNC agrees to abide by the high standards of quality, cleanliness, appearance and service and to operate in conformity with General Nutrition Investment Company's use of the System or if GNC further licenses the System, such further licensee, being, in this case, Rite Aid, must agree and does hereby agree to operate in conformity with the System and this Agreement; NOW, THEREFORE, the parties, in consideration of the undertakings and commitments of each party to the other party set forth herein, intending to be legally bound hereby, mutually agree as follows: 1. GRANT OF LICENSE A. GNC hereby grants to Rite Aid upon the terms and conditions herein contained, the right and license to operate, within the United States of America the Business within its Stores only, at and from each of the Locations specified on Exhibit A from time to time, and to use solely in connection therewith the Proprietary Marks and the System, as they may be changed, improved, and further developed from time to time. In any Location in which Rite Aid operates the Business, it shall operate the Business in accordance with the System and the license granted in this Agreement. Exhibit C to this 6 Agreement specifies the initial GNC Plan-O-Gram, and categories of goods which Rite Aid shall offer from the Locations at which it operates the Business to properly store, market and sell these goods in conformity with the System. B. Rite Aid may solicit and sell to any customers at the Store Locations; provided, however, that Rite Aid acknowledges that the license conferred by this Agreement is for a GNC-General Nutrition Center(R) retail store to be located within a Store at a Location included on Exhibit A and customers must receive products which contain the Proprietary Marks at the designated Store Location, and except as provided in the Internet Site Development Agreement dated the date hereof between Rite Aid and GNC, as the same may be amended, that Rite Aid shall not operate a mail order, direct mail, catalog, telemarketing, Internet, World Wide Web, websites, electronic pages, electronic communications, interactive electronic media, shopping networks, direct marketing or similar business which permits customers to purchase and receive products containing the Proprietary Marks without being present at the designated Store Location. Rite Aid acknowledges that GNC and its affiliates and franchisees of GNC's affiliates also may solicit and sell to any customers wherever the customers are located. Rite Aid shall have no rights to such sales by GNC, its affiliate or franchisees. C. After the date hereof, Rite Aid shall have the right to add Locations to Exhibit A from time to time subject to the following: 1. Rite Aid shall be deemed to have failed to meet the Site Designation Criteria with respect to any location and shall have no right under the license granted to it in this Agreement to designate as a Location any location: 7 (a) within the protected territory of any franchisee or of any other licensee of GNC or its affiliates; (b) within the area of a United States government military facility; (c) within the perimeter of any area within which GNC or one of its affiliates is bound pursuant to a legally enforceable lease (other than from the location which is the subject of the lease) or GNC or one of its affiliates is prohibited from granting a license to operate, or is itself prohibited from operating a business selling GNC Brand Products; (d) in any shopping center in which GNC or one of its affiliates, operates for its own account a store, kiosk or other outlet from which it conducts a retail business selling GNC Brand Products; (e) not within a Major Metropolitan City Center, but within the area within the perimeter of a circle with a radius of two miles and that has in its center any location from which GNC or one of its affiliates or their franchisees or licensees operates a store, kiosk or other outlet that sells ONC Brand Products; provided, however, that if the residential population within the perimeter of the circle referred to above in this clause is 25,000 or more then, within the perimeter of a circle with a radius of one mile and that has as its center such store, kiosk or other outlet that sells GNC Brand Products; (f) that is within a Major Metropolitan City Center and is within the perimeter of a circle that has the front entrance of any store, kiosk or other outlet that sells GNC Brand Products in the center and a radius of 1,056 feet (except that for the New York City Major Metropolitan City Center the radius shall be 528 feet); provided, 8 however, that in all events not within the entire physical structure of any building in which the store, kiosk or other outlet that sells GNC Brand Products is located, or (g) with respect to which GNC or its affiliates has committed or is in negotiation for a lease or with a prospective franchisee or licensee for a location which if secured by GNC or its affiliates or a franchisee or licensee, would under clauses (a)-(f) hereof preclude Rite Aid from having Rite Aid's proposed location added as a Location on Exhibit A; provided, however, that GNC or its affiliates must complete the negotiations to secure the lease or franchise or license within sixty (60) days from the date that Rite Aid designated a site as a proposed Location or GNC or its affiliates or franchisee or licensee must open the location within two (2) years after the lease or franchise or license commitment. GNC represents that as of the date of execution of this Agreement no Location listed on Exhibit A is located within the area described in (a) through (f) above and that no store, kiosk or other outlet that sells GNC Brand Products encroaches on the Protected Territory of any Location listed on Exhibit A on the date of this Agreement. Copies of the computer printouts as to each Location listed on Exhibit A on the date of this Agreement have been provided to Rite Aid. Notwithstanding the foregoing, no proposed Location: (i) within a Major Metropolitan City Center shall fail to meet the Site Designation Criterial by reason of subpart (e) above, (ii) not within a Major Metropolitan City Center shall fail to meet the Site Designation Criteria by reason of subpart (d) above and (iii) shall fail to meet the Site Designation Criteria by reason of its proximity to a United States government military facility. 2. With respect to locations at which Rite Aid is operating a Store on the date this Agreement is executed, Rite Aid shall be entitled to add that number of Locations 9 (the "Permitted Number of Additional Open Store Locations") determined by subtracting the number of Locations listed on Exhibit A on the date this Agreement is executed from 1500; provided, however, that any locations, at which Rite Aid is operating a Store on the date this Agreement is executed, added to Exhibit A in excess of the number of Permitted Number of Additional Open Store Locations shall be deemed Committed Locations (as defined below). 3. Any Locations listed on Exhibit A shall be deleted from Exhibit A: (i) 36 months after the date this Agreement is executed, unless Rite Aid opens a Business at this Location within such 36 months; (ii) 18 months after being added to Exhibit A if (x) at the time such Location is added to Exhibit A Rite Aid owns or leases a Store at the Location and Rite Aid has added the Permitted Number of Additional Store Locations, or (y) if Rite Aid does not own the Location at the time the Location is added to Exhibit A, but at the time it is added Rite Aid (or its nominee or designee) has entered into a legally binding Agreement to purchase or lease the Location (individually a "Committed Location"), unless Rite Aid opens the Business at the Committed Location within such 18 months; and (iii) after 12 months in the case of all other Locations ("other Locations"). Anything in this Agreement to the contrary, at no time shall Exhibit A contain more than 150 Committed Locations and more than 100 Other Designated Locations. 4. In the event that Rite Aid acquires a retail drug store chain having 300 or more stores, Rite Aid may, in addition to the Locations added to Exhibit A pursuant to 2 and 3 above, add each such acquired location to Exhibit A, provided that no such location may be added if it could not be added after application of the Site Designation Criteria set forth in 1 (a) through (d) and (g) above or if it is within the perimeter of a circle with a 10 radius of 2.5 miles and that has in its center any location from which GNC or one of its affiliates or their franchisees or licensees operates a store, kiosk or other outlet that sells GNC Brand Products; provided, however, that if the residential population within the perimeter of the circle referred to above in this clause is 25,000 or more, within the perimeter of a circle with a radius of one mile and that has as its center such store, kiosk or other outlet that sells GNC Brand Products. D. Rite Aid hereby commits to open the Business in a minimum of 1,500 Locations within the first three (3) years of this Agreement at the minimum rate of 350 in year one, 575 in year two and 575 in year three of this Agreement. In the event Rite Aid fails to open the Businesses at 1,500 Locations within the first three years of this Agreement, its sole liability on account thereof shall be to pay GNC the Initial Fee in full multiplied by the difference between 1,500 and the number of stores that have opened the Business at the end of the third year of this Agreement; provided GNC has complied with its obligations under this Section 1.D. In order to assist Rite Aid in reaching the 1,500 minimum on time, to the extent there are fewer than 1,500 Locations on Exhibit A at the expiration of twelve months from the Effective Date, Rite Aid shall designate as proposed Locations a number equal to at least the shortfall and GNC shall within 60 days thereafter add to Exhibit A fifty percent of such shortfall. To the extent that there are fewer than 1,500 locations on Exhibit A on the expiration of twenty four months from the Effective Date, Rite Aid shall designate as proposed Locations a number equal to at least twice the then shortfall and GNC shall within 60 days thereafter add to Exhibit A a sufficient number of locations to cover such shortfall. 11 E. During the Term neither GNC nor any of its affiliates shall operate a GNC or General Nutrition Center under the System or the Comprehensive System or any part thereof or otherwise operate or grant any other person or entity any franchise, right or license to operate a store kiosk or outlet within a Protected Territory that distributes or sells GNC Brand Products. In addition, GNC will not expand the protected territory of an existing GNC franchisee or licensee or grant a larger protected territory to any GNC franchisee or licensee than that provided to Rite Aid in this Agreement. F. Except as expressly set forth above, GNC and its affiliates, without any liability whatsoever to Rite Aid and without granting Rite Aid any rights therein, retain the right: (i) to operate, or grant a license for the operation of, a GNC or General Nutrition Center store, a kiosk or other outlet, using GNC Brand at any location outside a Protected Territory notwithstanding its proximity to the Protected Territory, (ii) to give, sell, promote, advertise and/or distribute, directly or indirectly (or to license others to give, sell, promote, advertise/or distribute, directly or indirectly) any goods or services (including, but not limited to, GNC Brand Products), by any means (including, but not limited to, direct or indirect sales, electronic communications, Internet, World Wide Web, websites, electronic pages, interactive electronic media, shopping networks, direct mail, mail order, catalog sales and any other method of sale or distribution which now exists or which may in the future exist), to any business, distributor, wholesalers, retailer, establishment, organization, club, outlet, individual consumer, or customer at any location: (a) provided the business, distributor, wholesaler, retailer organization or club, is located outside of the Protected Territory; (b) 12 whether or not the goods or services bear, and/or are sold in connection with, any or all of the Proprietary Marks; and/or (c) regardless of whether or not the goods or services are the same as, similar to or different from those sold or distributed by the Business. G. GNC acknowledges that, except as otherwise may be provided in this Agreement, Rite Aid will market and sell products which compete with the GNC Brand Products in Stores at which Rite Aid does and at Stores at which Rite Aid does not operate the Business. GNC acknowledges and agrees that Rite Aid's so doing is not a violation of any provisions of this Agreement and that Rite Aid shall have no obligation to make any payment or to account to GNC for any sales resulting from those activities, other than as specified in this Agreement. H. Rite Aid acknowledges that GNC and its affiliates will market and sell GNC Brand Products and other products in the mass market channels of trade, among other places. RiteAid acknowledges and agrees that, except as otherwise provided in this Agreement, GNC and its affiliates so doing is not a violation of any provisions of this Agreement and that GNC and its affiliates shall have no obligation to make any payment or to account to Rite Aid for any sales resulting from those activities. II. TERM AND RENEWAL A. This Agreement and the license granted herein begin on the Effective Date and shall expire ten (10) years after the date the first Business opens within any Store, unless extended or terminated sooner in accordance with the terms and conditions of this Agreement. This Agreement shall be subject to early termination, at the expiration of 36 months and 60 months as described below: 13 At 36 months from the date the first Business opens within a Store, a calculation will be made of the average net sales of products in the GNC Plan-O-Gram during the prior twelve (12) months for all Stores in which the Business has been open for more than one (1) year as of the end of such 36 month period. If the resulting per Store average equals or exceeds $80,000 , then the Agreement will continue in effect for the remainder of the Term, and neither party shall have early termination rights under this Section II; however. (1) If the resulting per Store average is less than $80,000, then Rite Aid shall have the option to terminate this Agreement and, if it does not exercise the option to terminate, then all Locations then listed on Exhibit A at which Rite Aid is not operating the Business shall be deleted from Exhibit A and may thereafter be added to Exhibit A only if at the time thereafter designated by Rite Aid they do not fail to meet the Site Designation Criteria, and (2) At 60 months from the date the first Business opens in a Store, a calculation will be made of the average net sales of GNC Plan-O-Gram Products during the prior twelve (12) months for all Stores in which the Business has been open for more than one (1) year as of the end of such 36 month period. If the resulting per Store average does not equal or exceed $100,000, then GNC has the option to either (a) continue the Agreement in effect for the remainder of the Term or (b) terminate the Agreement. B. Rite Aid may, after the expiration of the Rite Aid's initial ten (10) year term and again at the expiration of each additional five (5) year term thereafter, renew this Agreement and the license granted hereunder for five additional consecutive terms of 14 five (5) years, each renewal subject to the following conditions which must be met prior to each renewal term: (1) Rite Aid shall give GNC written notice of Rite Aid's election to renew not less than twelve (12) months nor more than eighteen (18) months prior to the end of the initial term or the then current renewal term, as applicable. (2) Rite Aid shall not be in default of any provision of this Agreement, any amendment hereof or successor hereto. III. DUTIES OF GNC A. GNC shall make available an initial training program as set forth in Section V of this Agreement. GNC shall provide to Rite Aid certain electronic training materials designed for Rite Aid to train Rite Aid's employees. B. GNC at no cost to Rite Aid, shall provide the same initial advertising materials and promotional package materials as provided to franchisees for Rite Aid's use in conjunction with the opening of the Business at each Store. GNC shall also make available to Rite Aid, advertising and monthly promotional material for the Business, at no cost to Rite Aid. C. GNC shall seek to maintain high standards of quality, appearance and service of the Comprehensive System, and to that end shall provide such initial and continuing advisory assistance as GNC deems advisable in the opening and operation of the Business, including, from time to time, advice and material on: (i) new sales and marketing developments and operational techniques; and (ii) periodic newsletters and bulletins, as provided to all its franchisees. 15 D. GNC shall supply the GNC Plan-O-Gram to Rite Aid for use in three categories of Store square footage and will supply to Rite Aid if requested, any GNC fixtures at actual cost, including shipping and tax for delivery to the Business Locations designated by Rite Aid. IV. FEES, PRODUCT PURCHASES, AND ADVERTISING CONTRIBUTIONS A. Initial Fees. Rite Aid shall pay to GNC the Initial Fees specified in the Selected Term Summary. B. Product Purchases. During the Term of this Agreement and any renewal period, Rite Aid agrees that it shall order and purchase from GNC and GNC shall supply Rite Aid's requirements for GNC Brand Product, as well as its requirements for Third Party Product as specified in the GNC Plan-O-Gram, carried by GNC in its distribution centers and available for sale to Rite Aid. This requirement to purchase all of Rite Aid's requirements of Third Party Product shall not apply on a case by case basis if Rite Aid is able to obtain such Product from another source at more favorable terms than from GNC. If Rite Aid does purchase those products from a source other than GNC, then Rite Aid will provide proof to GNC of the terms of such purchase within five (5) business days of the purchase date. Rite Aid shall purchase units of the GNC Plan-O-Gram Product in quantities, at times and in assortments as may be called for from time to time in Rite Aid's purchase orders, subject to GNC's normal lead times as GNC may establish from time to time. During the first three years of this Agreement Rite Aid shall provide GNC with a forecast of product orders six (6) weeks in advance; followed by firm orders two (2) weeks in advance of the shipment date. Rite Aid shall place only one order per week per Rite Aid distribution center. After the first three (3) years, Rite Aid need not provide 16 GNC with six (6) week forecasts of orders. GNC will use its best efforts to supply Rite Aid under this Agreement and provide a service level not worse than that provided to franchisees, but there will be no penalties to GNC. Product sold to or carried by Rite Aid shall fall into the following three categories and price formulas. (1) For GNC Brand Products in the GNC Plan-O-Gram not on consignment to Rite Aid the price to be paid by Rite Aid will be the GNP Standard Cost in effect on the date the order is shipped multiplied by 1.515 with payment due forty-five (45) days after receipt by Rite Aid. (2) For Third Party Product in the GNC Plan-O-Gram to be sold to Rite Aid the price will be the GNC Standard Cost multiplied by [*] with payment due forty five (45) days after receipt by Rite Aid. "GNC Standard Cost" shall be the Standard Cost reflected in GNC's then current purchasing and inventory system. Within forty five days of the close of each fiscal year of GNC during the term of this Agreement, on a vendor by vendor basis, GNC will pay Rite Aid its pro rata share, based on Rite Aid's purchases as a percentage of GNC's total purchases of Third Party Product from each vendor with respect to free goods, volume rebates, discounts, special buys or off invoice credits. (3) For product in the GNC Plan-O-Gram on consignment from GNC to Rite Aid, the amount set forth in the Consignment Agreement, dated the date hereof, between GNC and Rite Aid. For purposes of this Agreement - ---------- * This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission. 17 (a) "GNP Standard Cost" shall mean the aggregate cost of Labor Cost, Overhead Cost, Raw Material Costs and non-affiliated licensing fees incurred by General Nutrition Products, Inc., a South Carolina corporation ("GNP"), which is an affiliate of GNC, in the production of each GNC Brand Product. (b) "Raw Material Cost" shall mean cost of materials and ingredients used by GNP in the manufacture and packaging for each GNC Brand Product and the associated in-bound freight to GNP. (c) "Labor Cost" shall mean all monies paid by GNP to hourly personnel for working directly on the production of each GNC Brand Product. (d) "Overhead Cost" shall mean all costs incurred by GNP in manufacturing the GNC Brand Products purchased by Rite Aid pursuant to this Agreement excluding Labor Cost and Raw Materials Costs. Costs incurred from administration, product development, outbound freight, and sales and marketing are excluded from GNP Standard Cost. GNC in conjunction with GNP agrees to establish standard costs reasonably, reflecting anticipated costs using generally accepted cost accounting methodologies and Rite Aid has the right to audit such methodologies. All prices to Rite Aid are landed costs at Rite Aid's designated distribution center. C. Cooperative Advertising. 1. Recognizing the value of advertising, and the importance of the standardization of advertising programs to the furtherance of the goodwill and public image of the Comprehensive System, Rite Aid agrees to pay to GNC, on a quarterly basis 18 forty five (45) days following the close of each [calendar] quarter, [*]% of gross sales of GNC Plan-O-Gram Products from each Store in which it operates the Business that is in an area that has established a GNC Area Advertising Cooperative, by paying the same to the GNC Area Advertising Cooperative, if any, for the region in which the Store is situated; provided, however, if any franchisee's or licensee's contribution is at a rate of less than [*]%, Rite Aid's payment to GNC with respect to that region shall be at the lowest rate payable by any franchisee in good standing in that region. GNC agrees that all GNC Company owned stores will make contributions contribute to the GNC Area Advertising Cooperatives now or hereafter established and that it will require all franchisees and licensees to participate in the GNC Area Advertising Cooperatives established by franchisees as provided in their Franchise Agreements. 2. As used in Section C.(1), "gross sales" means all gross receipts from the sale by Rite Aid of GNC Brand Products and Third Party Products contained in the GNC Plan-O-Gram, whether for cash or credit; provided, however, that "gross sales" shall not include any sales taxes or other taxes collected by Rite Aid for transmittal to the appropriate taxing authority. Rite Aid may deduct from "gross sales" all customer refunds and adjustments occasioned during the normal course of business, provided, however, that the Rite Aid shall substantiate all such deductions. D. All products delivered by GNC pursuant to this Agreement shall be delivered on a carrier designated by Rite Aid from time to time as "preferred carriers" unless delivered on GNC trucks. Rite Aid's preferred carrier on the date hereof are "Overnight" and "ABF." - ---------- * This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission. 19 V. TRAINING A. GNC or its affiliate shall provide electronic training materials on sales and product information. In addition, GNC shall once per year offer in house training on sales and product information as directed by Rite Aid. Rite Aid shall bear the costs and expense of their employees attending such training. B. Rite Aid shall be responsible ensuring that all of Rite Aid's applicable employees, use the electronic training materials provided by GNC. Rite Aid shall maintain a competent, conscientious, trained staff dedicated to the Business at least twenty (20) hours per week in each Business Location, each of whom renders competent, prompt, courteous and knowledgeable service to the Businesses' customers. VI. DUTIES OF RITE AID A. In each Store at which Rite Aid operates the Business, Rite Aid shall prominently display and maintain in first class appearance and condition, at Rite Aid's expense, signs of such nature, form, color, number, illumination and size, and containing such name(s), design(s), legend(s) and symbol(s) as GNC shall prescribe in the attached operating standards, all of which shall be supplied by GNC to Rite Aid at cost to Rite Aid. Subject to applicable zoning and lease restrictions, Rite Aid shall display or cause to be displayed a GNC Store front sign on the front facia of each Store which operates a Business and shall be presented in the same size and prominence as Rite Aid's other secondary Store front signage for that Store (e.g., "Photofinishing", "Food Mart" etc.) provided, however, that if by reason of space or applicable zoning or lease restriction there are fewer than two secondary store front signs, Rite Aid shall not be required to display a GNC sign as a secondary store front sign but shall endeavor to provide 20 substitute prominent signage. Rite Aid acknowledges that the GNC Gold Card program is a voluntary marketing system that may be participated in by Rite Aid if it follows the guidelines set forth in the Gold Card Program. If Rite Aid elects to participate in the Gold Card Program, no other card based affinity program or marketing system may be applied to GNC Brand Products in the GNC Plan-O-Gram without GNC's approval. B. GNC reserves the right to modify the GNC Plan-O-Gram annually, and to make modifications as agreed with Rite Aid. The then current GNC Plan-O-Gram will remain in effect until the revised GNC Plan-O-Gram has been agreed upon. Rite Aid shall implement at its cost the GNC Plan-O-Gram changes and shall purchase and implement the annual reset signs and merchandising kits. C. Rite Aid shall permit GNC and its agents to enter upon each Store premises at any reasonable time, with or without advance notice, for the purpose of conducting inspections and evaluating Rite Aid's compliance with among any other things, FDA, CPSC, and FTC requirements as they relate to the Business and the Proprietary Marks standards uniformly established by GNC, and shall cooperate with GNC's representatives in such inspections by rendering such assistance as they may reasonably request. D. All advertising by Rite Aid in any medium concerning the Business or the products in the GNC Plan-O-Gram shall be conducted in a dignified manner, shall be completely truthful, accurate, and not misleading, shall comply with the highest ethical standards applicable to advertising generally and the business in particular, shall comply with all federal, state, and local laws and regulations, including, without limitations, rules and regulations of the FDA, the FTC, including GNC's FTC Consent Orders specified in 21 this paragraph D) and all applicable consumer protection agencies and bureaus, and shall conform to such standards and requirements as GNC may specify from time to time in writing. Prior to including any statement or claim with respect to the efficacy or health benefit of any GNC Brand Product in any advertising or promotional material, Rite Aid shall submit the text thereof to GNC for its approval. GNC shall no later than the close of the next business day advise Rite Aid whether it approves or disapproves of such text; GNC shall not unreasonably withhold such approval. Rite Aid acknowledges that it has received and reviewed a copy of the FTC Consent Orders dated November 1970, February 1989 and Consent Decree dated May 1994 entered into by GNC or its affiliates with the Federal Trade Commission (the "Consent Decrees," copies of which are attached hereto as Exhibit H) and agrees that its advertising and promotional plans and materials shall not violate those Consent Decrees; provided, that all advertising and promotional material provided by or approved by GNC shall for purposes of this paragraph, be deemed to have satisfied the requirements of this paragraph. Subject to compliance by GNC with the provisions of Section XVI.D, Rite Aid agrees to indemnify and defend GNC and its affiliates if its advertising, promotional plans and materials should violate the terms of the Consent Decrees. Rite Aid shall display the Proprietary Marks and other marks proprietary to GNC in a manner prescribed by GNC on all signs and other advertising and promotional materials used in connection with the Business. Rite Aid and GNC shall regularly review advertising and promotional plans and materials to ensure compliance with the Consent Decrees. E. As to each Location operating a Business, at GNC's request, but not more often than once every seven years from the applicable Store's opening date or last 22 substantial refurbishing, Rite Aid shall refurbish the Store at Rite Aid's expense, to conform to the trade dress, color schemes, and presentation of trademarks and service marks consistent with the then-current public image of the System. F. To insure that the highest degree of quality advice is maintained, Rite Aid shall operate the Store in strict conformity with such methods, standards, and specifications as prescribed by the System. Rite Aid agrees to sell or offer for sale only such products and services in the Business as have been approved by GNC in the GNC Plan-O-Gram; not to deviate from GNC's standards and specifications by offering or selling unapproved products or services in the Business without GNC's prior written consent; and promptly to discontinue selling and offering for sale any products or services in the Businesses which GNC may, for reasons of labeling, health or safety, recall any product in the GNC Plan-O-Gram as part of a GNC system wide or geographic (i.e. state wide) recall. GNC shall refund to Rite Aid the amount paid by Rite Aid for any product so recalled based upon the most recent invoice. G. Rite Aid shall take such steps as are necessary to ensure that its employees preserve good customer relations and, comply with the requirements and specifications set forth in this Agreement and pursuant to the System. In addition, Rite Aid shall provide a dedicated staff of trained employees working a minimum of 20 hours per week in each Business Location dedicated to promoting the Business, product sales and good customer relations. In addition, at 100 representative Businesses opened in Stores in Year One of this Agreement, Rite Aid shall provide a minimum of 50 hours per week staffing of trained employees dedicated to promoting the Business, product sales and 23 good customer relations. Rite Aid shall maintain the 50 hours per week minimum staffing level in all test Stores during the full 100 Store testing period. These 100 test Stores shall be designated by Rite Aid so that both Rite Aid and GNC can track the sales performance of those Locations. For those 100 test Locations, GNC will contribute one half of the incremental wage costs for dedicated staffing above 20 hours per week, up to $[*]. Such contribution toward the incremental wage costs at these test Businesses will be payable to Rite Aid in twelve (12) equal consecutive monthly installments beginning when the Business opens in the 50th test Store. When the 100th test Store operating a Business has been operating for a full twelve (12) months at the 50 hour per week staffing levels the average sales of products in the GNC Plan-O-Gram for each of the test stores for the preceding 12 months shall be compared with the average sales of products in the GNC Plan-O-Gram for the preceding 12 months at the non-test Stores operating Businesses with dedicated staff limited to twenty (20) hours per week per Store. If such average sales in stores with fifty (50) hours per week staffing equal or exceed $[*] more than such average sales in Stores with twenty (20) hours per week staffing, then Rite Aid shall thereafter staff all Businesses with trained employees dedicated to promoting the Business, product sales and good customer relations working a minimum of fifty (50) hours per week. VII. REGULATORY COMPLIANCE A. Rite Aid acknowledges and understands that Rite Aid's storage, offer and sale of certain of the GNC Plan-O-Grams Products may be subject to specific federal, state and local laws and regulations, including, without limitation, rules and regulations - ---------- * This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission. 24 of the Food and Drug Administration ("FDA"), the Consumer Product Safety Commission ("CPSC") and the Federal Trade Commission ("FTC"). VIII. PROPRIETARY MARKS A. GNC represents with respect to the Proprietary Marks that GNC has the right to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid in the operation of the Business in accordance with this Agreement will not violate any agreement to which GNC or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's use of the Proprietary Marks pursuant to this Agreement, Rite Aid agrees that: (1) In the operation of the Business, Rite Aid shall use the Proprietary Marks only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use thereof shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid shall not use the Proprietary Marks in its corporate name or any fictitious name. (4) Rite Aid shall not directly or indirectly contest the validity or other ownership of the Proprietary Marks. 25 (5) In the event that litigation involving the Proprietary Marks is instituted or threatened against Rite Aid, Rite Aid shall promptly notify GNC of such litigation. C. Rite Aid expressly understands and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this Agreement. (2) Rite Aid's use of the Proprietary Marks pursuant to this Agreement does not give Rite Aid any ownership interest or other interest in or to such marks and all goodwill arising from Rite Aid's use of the Proprietary Marks in its operation of the Business shall inure solely and exclusively to GNC's benefit and, upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aid's use of the System or the Proprietary Marks. (3) Except as may be specifically provided elsewhere in this Agreement, the right and license of the Proprietary Marks granted hereunder to Rite Aid is non-exclusive and GNC thus has and retains the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the Proprietary Marks in connection with selling products and services at locations outside of the Protected Territory to the extent permitted in this Agreement. IX. CONFIDENTIAL INFORMATION A. Rite Aid shall not, during the term of this Agreement or at any time thereafter, communicate, divulge or use for the benefit of any other person, persons, 26 partnership, association or corporation any confidential information, knowledge, or know-how concerning the methods of operation of the Business which may be communicated to Rite Aid by GNC. Rite Aid shall divulge such confidential information only to those of its employees who must have access to such confidential information in order to operate the Business. B. Rite Aid acknowledges that any failure to comply with the requirements of Section IX.A may cause GNC irreparable injury, and Rite Aid agrees to pay all court costs and reasonable attorneys fees incurred in obtaining specific performance of, or an injunction against violation of, the requirements of Section IX.A. X. ACCOUNTING AND RECORDS A. Rite Aid shall maintain and preserve for at least five (5) years from the dates of their preparation, full, complete, and accurate books, records, and accounts necessary to comply with this Agreement. B. Rite Aid shall submit to GNC Point of Sale data on each product in the GNC Plan-O-Gram and other information or reports as set forth on Exhibit G hereof. C. GNC or its designated agents shall have the right at all reasonable times to audit, examine and copy, at GNC's expense, the books and records of Rite Aid related to operations of the Business and contributions for the Cooperative Advertising Funds. XI. NONCOMPETITION A. Except with respect to those Harris Teeter locations listed on Exhibit I hereto, and Nature's Northwest and any other Natural Food Grocery Chain that may be acquired by GNC or its affiliates, GNC agrees that so long as this Agreement is in effect and notwithstanding any other provision of this Agreement, neither it nor any of its 27 affiliates (a) will operate the Business in any retail drug store chain or supermarket chain, (b) will not grant any license permitting the sale of GNC Brand Products in any retail drug store chain or supermarket chain or mass merchandiser, or chain discounter and (c) will not permit any operator of any retail drug store chain or supermarket chain or mass merchandiser or chain discounter to operate a Business under the Comprehensive System or any derivation thereof. For purposes of this Agreement a "chain" shall mean any person or entity which together with any person or entity controlling, by or under common control with such person or entity operates 10 or more retail locations. B. Rite Aid agrees that so long as this Agreement is in effect and, in the event Rite Aid elects to terminate this Agreement pursuant to Section II(1) for a period of one (1) year after such termination, it will not sell vitamins or dietary supplements from any free standing locations other than its Stores; or, directly or indirectly (i) become a licensee or franchisee of any entity whose primary business is the sale of vitamins or dietary supplements except for GNC; (ii) invest in or loan money to any entity whose primary business is the sale of vitamins or dietary supplements; (iii) permit by lease, license or otherwise permit any person or entity to operate a business selling vitamins or dietary supplements within a Store or (iv) in any manner violate any proprietary right of GNC in its Proprietary Marks, use confusingly similar trade dress, or use permanent graphics and departmental fixturing approaches in combination in a manner which is confusingly similar with the manner they are used by GNC. C. The parties further agree and acknowledge that the duration and scope of the covenants not to compete described in this section are fair, reasonable and necessary in order to protect the goodwill of the parties and their affiliates and that adequate 28 consideration has been received by the parties for such obligations. If, however, for any reason any court determines that the restrictions in this section are not reasonable or that the consideration therefore is inadequate, such restrictions shall be interpreted, modified or rewritten to include as much of the duration and scope identified in this section as will render such restrictions valid and enforceable to the fullest extent possible. XII. INSURANCE A. Rite Aid shall procure and maintain full force and effect during the term of this Agreement, at Rite Aid's expense, an insurance policy or policies protecting Rite Aid and GNC, and their officers, directors, partners and employees against any claims or loss, liability, personal injury, death, property damage or any expense whatsoever arising out of or occurring upon or in connection with the Business in the following amounts: 1. comprehensive general liability insurance, including product liability, contractual liability, personal injury, property damage and independent contractor's coverage and auto hired and non-owned vehicles in the amount of [*] per occurrence and aggregate or primary policy in the amount of [*] per occurrence, and aggregate with an excess policy in the amount of [*] per occurrence, and aggregate, and naming GNC and its affiliates as additional insureds in each such policy or policies; such policies will also apply to vehicles purchased in the name of the business and will include fire legal liability insurance in an amount of no less than [*]. B. Rite Aid's obligation to obtain and maintain the foregoing policy or policies in the amounts specified shall not be limited in any way by reason of any insurance which may be maintained by GNC, nor shall Rite Aid's performance of that - ---------- * This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission. 29 obligation relieve Rite Aid of liability under any indemnity provisions set forth in this Agreement. The maintenance by GNC of insurance shall in no way relieve GNC of its obligation or limit its liability under any indemnity provision set forth in this Agreement. XIII. TRANSFER OF INTEREST A. Transfer by GNC: GNC shall have the right to transfer or assign all or any part of this Agreement and GNC's rights or obligations herein to any person or legal entity, in connection with the sale of all or substantially all of its stock or assets. Notwithstanding the above limitation, GNC may transfer or assign this Agreement to any affiliated entity which is under common ownership with GNC. B. Transfer by Rite Aid: Rite Aid understands and acknowledges that the rights and duties set forth in this Agreement are personal to Rite Aid, and that GNC has granted this license reliance on the business skill and financial capacity of Rite Aid. Accordingly, Rite Aid shall not transfer or assign this Agreement, except in a transaction involving the sale of all or substantially all of the stock or assets of Rite Aid, without the prior written consent of GNC. Any assignment or transfer made in violation of this Agreement shall be null and void and shall constitute a material breach of this Agreement, for which GNC may then terminate without opportunity to cure pursuant to Section XIV.B of this Agreement. XIV. DEFAULT AND TERMINATION A. Rite Aid shall be in default under this Agreement and all rights granted herein shall automatically terminate upon notice to Rite Aid if Rite Aid shall make a general assignment for the benefit of creditors; if a petition in bankruptcy is filed by Rite Aid or such a petition is filed against and not opposed by Rite Aid; or if Rite Aid is 30 adjudicated a bankrupt or insolvent; or if a bill in equity or other proceeding for the appointment of a receiver of Rite Aid or other custodian for Rite Aid's business or assets is filed and consented to by Rite Aid; or if a receiver or other custodian (permanent or temporary) of Rite Aid or Rite Aid's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or of a proceeding for a composition with creditors under any state or federal law is instituted by Rite Aid or such proceeding is instituted against and not opposed by Rite Aid. B. Upon the occurrence of any of the following events, Rite Aid shall be in default hereunder, and GNC may, at its option, issue a Notice of Default and, subject to Rite Aid's having an opportunity to cure all such defaults within sixty (60) days after the receipt of the Notice of Default. If Rite Aid fails to cure within the 60 day period, this Agreement and all rights granted hereunder, will terminate effective immediately upon receipt of notice of termination from GNC by Rite Aid. (1) If Rite Aid fails, refuses, or neglects promptly to pay when due any monies owing to GNC or its subsidiaries or affiliates, or to submit the financial information required under this Agreement. (2) If Rite Aid fails to maintain any of the standards or procedures prescribed by GNC in this Agreement or pursuant to the System. (3) If Rite Aid refuses to permit GNC to inspect the Store premises in which the Business is operated, or the books or records of Rite Aid related to the Businesses, upon demand. (4) Otherwise fails to comply with any of its obligations under this Agreement (Rite Aid agrees that for violations of its obligations under Section VI-D it will begin 31 actions to cure such violations immediately upon receipt of such notice, and diligently proceed to cure). C. Upon the occurrence of any of the following events Rite Aid shall be in default hereunder, and GNC may, at its option, terminate this Agreement and all rights granted hereunder, without affording Rite Aid any opportunity to cure the default, effective immediately upon receipt of notice by Rite Aid. (1) If Rite Aid misuses or makes any unauthorized use of the Proprietary Marks or other identifying characteristics of the System as to the Business, materially or intentionally fails to comply with any federal, state or local law or regulation, including but not limited to FTC requirements, concerning the sale of products in the GNC Plan-O-Gram and thereby materially impairs the goodwill associated with the Proprietary Marks or GNC rights therein; or otherwise materially impairs the goodwill associated therewith or GNC's rights therein. (2) If Rite Aid at any time generally ceases to operate or otherwise substantially abandons the Business; (3) If Rite Aid purports to transfer or assign this Agreement to any third party without GNC's prior written consent; contrary to the terms of Section XIV of this Agreement; (4) If Rite Aid knowingly maintains false books or records or submits or makes any false reports or statements to GNC; D. Excluding GNC company owned or franchise Stores opened on or before February 7, 1999, in the event that GNC allows a new location to be built, franchised or 32 licensed that encroaches on the Protected Territory of any Location on Exhibit A, GNC shall have one of the following obligations: (1) If the offending site is a GNC company store, GNC will immediately cease retail sales of GNC Brand Products at the site and will as soon as possible remove all interior and exterior signs which identify the site in any manner confusingly similar to the manner in which the Business is operated at the Stores so that the offending site does not encroach on the Protected Territory; (2) If the offending site is not a GNC company store, GNC will take whatever action is necessary within ninety (90) days, so that within 90 days the offending site does not encroach on the Protected Territory. GNC shall incur graduated penalties for violations which occur within any rolling twelve (12) month period as follows: 1. For the first violation which is not cured as provided in (1) or (2) above - $[*] plus GNC's profit from the encroaching location until the offending site no longer encroaches. 2. For the second violation which is not cured as provided in (1) or (2) above - $[*] plus GNC's profit from the encroaching location until the offending site no longer encroaches. 3. For the third violation which is not cured as provided in (1) or (2) above - $[*] plus GNC's profit from the encroaching location until the offending site no longer encroaches. - ---------- * This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission. 33 4. If violations occur more than three times in any rolling twelve (12) month period, then Rite Aid may withhold all unpaid Initial Fees due and to become due until the rate of violation becomes less than three times in any rolling twelve (12) month period E. GNC and Rite Aid agree that for purposes of calculating (i) the Protected Territory with respect to a Location and (ii) whether or not a proposed location fails to meet the Site Designation Criteria, the calculations of distances will be made using the software generally being used by GNC in its site analysis with respect to franchise locations at the time the original calculation is made (the "Computer Software") and as so calculated will be final and binding upon Rite Aid and GNC absent manifest error. With respect to any Location or proposed location within a shopping center not within a Major Metropolitan City Center, the latitude and longitude of the Location or proposed location shall, if available, be those designated by the owner of the shopping center. XV. OBLIGATIONS UPON TERMINATION Upon termination or expiration of this Agreement all rights granted hereunder to Rite Aid shall forthwith terminate and be of no further force and effect and, except as provided in this Section; A. Rite Aid shall immediately cease to operate the Business and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former licensee of GNC. B. Rite Aid shall immediately and permanently cease to use, by advertising or in any other manner whatsoever, any confidential methods, procedures and techniques associated with the System, the Proprietary Marks "GNC" and "GENERAL 34 NUTRITION CENTER"; and all other proprietary marks and distinctive forms, slogans, signs, symbols or devices associated with the System. In particular, without limitation, Rite Aid shall cease to use all signs, equipment, advertising materials and any other articles which display the Proprietary Marks and other marks proprietary to GNC. C. Rite Aid shall take such action as may be necessary to cancel any assumed name or equivalent registration which contains the name "GNC", "GENERAL NUTRITION CENTER" or any other service mark or trademark of GNC; and Rite Aid shall furnish GNC with evidence satisfactory to GNC of compliance with this obligation within 30 days after termination or expiration of this Agreement. D. Rite Aid shall make such modifications or alterations to the Business premises of each store (including, without limitation, changing the trade dress and changing the color scheme and/or other distinctive design features) immediately upon termination or expiration of this Agreement as may be necessary to distinguish the appearance of said Stores from that of other GNC stores under the System E. Rite Aid agrees, in the event it continues to operate or subsequently begins to operate any other business, not to use any reproduction, counterfeit, copy, or colorable imitation of the Proprietary Marks either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake, or deception, or which is likely to dilute GNC's exclusive rights in and to the Proprietary Marks or other marks proprietary to GNC; and further agrees not to utilize any designation of original or description or representation which falsely suggests or represents an association or connection with GNC which constitutes unfair competition. 35 F. Rite Aid shall promptly pay all sums owing to GNC, including interest on overdue monies. G. Rite Aid shall pay to GNC all damages, costs and expenses, including reasonable attorney's fees, incurred by GNC subsequent to the termination or expiration of this Agreement in obtaining injunctive or other relief for the enforcement of any provisions of this Section. H. GNC shall have the option, at any time , to purchase from Rite Aid all but not less than all of the inventory of GNC Brand Products owned by Rite Aid, at Rite Aid's cost, based on the most recent invoices received by Rite Aid. If GNC does not purchase the GNC Product from Rite Aid, then for a period of twelve (12) months after the termination or expiration of this Agreement Rite Aid may continue to sell its inventory of Products in the normal course. I. All covenants, obligations, and agreements of Rite Aid or GNC which by their terms or by reasonable implication are to be performed, in whole or in part, after the termination expiration of this Agreement, shall survive such termination or expiration. XVI. INDEPENDENT CONTRACTOR AND INDEMNIFICATION A. It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary relationship between them; that Rite Aid shall be an independent contractor, and that nothing in this Agreement is intended to constitute either party an agent, legal representative, subsidiary, joint venturer, partner, employee or servant of the other for any purpose whatsoever. B. It is understood and agreed that nothing in this Agreement authorizes either party to make any contract, agreement, warranty or representation on the other's 36 behalf, or to incur any debt or other obligation in the other's name; and, that GNC shall in no event assume liability for or be deemed liable as a result of any such action or by reason of any act or omission of Rite Aid in its conduct of the Business or any claim or judgment arising therefrom against GNC. Except for matters arising out of or resulting from the quality, purity or labeling of any GNC Brand Product or advertising of such GNC Brand Product by GNC or its affiliates, Rite Aid shall indemnify and hold harmless GNC, its affiliates and their respective officers, directors and employees against any and all such claims arising directly or indirectly from, as a result of, any breach or default by Rite Aid or its affiliates in connection with this Agreement, or in connection with Rite Aid's operation of the Business. However, Rite Aid shall not be required to indemnify GNC or its affiliates or any such person for any claims arising out of a breach of this Agreement, or negligence of or other civil wrongs of the GNC or any of its affiliates or any such person. C. GNC shall indemnify and hold harmless Rite Aid, its affiliates and their respective officers, directors and employees against any and all claims arising out of or resulting from any breach or default by GNC or its affiliates in connection with this Agreement and from the failure to meet the-quality, purity or labelling of any GNC Brand Product or arising out of or resulting from advertising by GNC of any GNC Brand Product by GNC or its affiliates. D. Upon receipt by a person entitled to indemnification under this Section (an "Indemnified Person") of actual notice of an action against such Indemnified Person with respect to which indemnity may be sought under this Agreement, such Indemnified Person shall promptly notify the person from whom indemnity is sought (the 37 "Indemnifying Person") in writing; provided that failure so to notify the Indemnifying Person shall not relieve the Indemnifying Person from any liability which the Indemnifying Person may have on account of this indemnity or otherwise, except to the extent the Indemnifying Person shall have been materially prejudiced by such failure. The Indemnifying Person shall have the option to assume the defense of any such action, including the employment of counsel reasonably satisfactory to the Indemnified Person. Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person, unless: (1) the Indemnifying Person has failed promptly to assume the defense and employ counsel, or (ii) the named parties to any such action (including any impleaded parties) include such Indemnified Person and the Indemnifying Person, and such Indemnified Person shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the Indemnifying Person; provided that the Indemnifying Person shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel in connection with any action in the same jurisdiction, in addition to any local counsel. The Indemnifying Person shall not be liable for any settlement of any action effected without its written consent (which shall not be unreasonably withheld). In addition, the Indemnifying Person will not, without prior written consent of the Indemnified Person, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, 38 consent or termination includes an unconditional release of each Indemnified Person from all liabilities arising out of such action. XVII. APPROVALS AND WAIVERS A. Whenever this Agreement requires the prior approval or consent of GNC or Rite Aid the party seeking consent shall make a timely written request therefor to the party whose consent is sought, and such approval or consent shall be obtained in writing. B. Neither party makes any warranties or guarantees upon which the other may rely and assumes no liability or obligation to the other by providing any waiver, approval or consent in connection with this Agreement. C. No delay, waiver, omission or forbearance on the part of either party to exercise any right, option, duty or power arising out of any breach or default, or by any of the terms, provisions or covenants hereof shall constitute a waiver of any such right, option or power against, or as to subsequent breach or default. XVIII. NOTICES Any and all notices required or permitted under this Agreement shall be in writing and shall be personally delivered (which includes delivery by facsimile transmission) or mailed by certified or registered mail, return receipt requested, or via reputable express mail or courier service to the respective parties at the address (or telephone number in the case of facsimile transmission) set forth on the signature page of this Agreement unless and until a different address has been designated by written notice to the other party. Any notice by certified or registered mail or by express mail or courier service shall be deemed to have been received when delivered. 39 XIX. ENTIRE AGREEMENT This Agreement, the documents referred to herein, and the attachments hereto constitute the entire, full and complete Agreement between the parties concerning the subject matter hereof, and supersede any and all prior agreements between the parties. No amendment, change or variance from this Agreement shall be binding on the parties unless mutually agreed to by the parties and executed by themselves or their authorized officers or agents in writing. No purported amendment, change or variance from the printed form of this Agreement shall be binding unless initialed by all parties hereto. XX. SEVERABILITY AND CONSTRUCTION A. Except as expressly provided to the contrary herein, each section, part, term and/or provision of this Agreement, shall be considered severable; and if for any reason any section, part, term and/or provision herein is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation by a court or agency having valid jurisdiction, shall not impair the operation of, or have any other effect upon such other sections, parts, terms and/or provisions of this Agreement as may remain otherwise intelligible; and, the latter shall continue to be given full force and effect and bind the parties hereto; and said invalid sections, parts, terms and/or provisions shall be deemed not to be a part of this Agreement. B. Notwithstanding anything to the contrary herein, nothing in this Agreement is intended, nor shall be deemed, to confer upon any person or legal entity other than GNC, Rite Aid and such of their respective successors and assigns as may be contemplated by Section XIII. hereof, any rights or remedies under or by reason of this Agreement. 40 C. Each of GNC and Rite Aid expressly agrees to be bound by any promise or covenants imposing the maximum duty permitted by law which is subsumed written the terms of any provision hereof, as though it were separately articulated in and made a part of this Agreement, that may result from striking form any of the provisions hereof any portion or portions which a court may hold to be unreasonable and unenforceable in a final decision to which GNC or Rite Aid, as the case may be, is a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court order. D. All captions in this Agreement are intended solely for the convenience of the parties, and none shall be deemed to affect the meaning or construction of any provision hereof. E. All references herein to the masculine, neuter or singular shall be construed to include the masculine, feminine, neuter or plural, where applicable. XXI. APPLICABLE LAW AND JURISDICTION A. This Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, which laws shall prevail in the event of any conflict of law. B. Except for actions for trademark, trade dress or trade name infringement or other infringement or misappropriation of GNC's proprietary rights to any trademark, trade dress, trade name, patent, copyright, trade secret or other proprietary information, GNC and Rite Aid hereby waive to the fullest extent permitted by law, any right to or claim for multiple, punitive or exemplary damages against the other and agree that in the event of an arbitration or action at law between them, no party shall seek multiple, 41 punitive or exemplary damages with respect to any claim or cause of action against the other party, whether in arbitration or litigation, and each party shall be limited to the recover of any actual damages sustained by it and costs and expenses, including attorneys fees as otherwise provided herein. C. No right or remedy conferred upon or reserved to GNC or Rite Aid by this Agreement is intended to be, nor shall be, deemed exclusive of any other right or remedy herein or by law or equity provided or permitted, but each shall be cumulative of every other right or remedy. Notwithstanding any other provision of this Agreement, nothing herein contained shall bar either party's right to seek injunctive relief against threatened conduct that will cause such party loss or damages under the usual equity rules, including the applicable rules for seeking restraining orders and preliminary injunctions. XXII. FORCE MAJEURE No party shall be responsible or liable for any loss, damage, detention or delay caused by fire, any natural disaster, strike, civil or military authority, governmental restrictions or controls, insurrection or riot, railroad, marine, or air embargoes, lockout, or any other cause which is unavoidable or beyond its reasonable control, provided that performance shall, as practicable, recommence immediately upon the cessation of such unavoidable event. 42 IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Agreement on the day and year first above written ATTEST: GENERAL NUTRITION SALES CORPORATION By: /s/ William E. Witt - --------------------------------- ---------------------------------- Name: Name: WILLIAM E. WITT -------------------------- -------------------------------- Title: Title: C.E.O. --------------------------- ------------------------------- GNC Address: General Nutrition Sales Corporation Phoenix Distribution Center 1002 South 63rd Avenue at Buckeye Phoenix, AZ 85043 Facsimile Telephone #: 412 ###-###-#### Attention: Chief Legal Officer With a Copy of any Notice to: General Nutrition, Incorporated 300 Sixth Avenue Pittsburgh, PA 15222 Facsimile Telephone #: 412 ###-###-#### Attention: Chief Legal Officer ATTEST: RITE AID CORPORATION By: /s/ Martin L. Grass - ---------------------------------- ---------------------------------- Name: Name: Martin L. Grass --------------------------- -------------------------------- Title: Title: Chairman & CEO --------------------------- ------------------------------- Rite Aid Address: Rite Aid Corporation 30 Hunter Lane Camp Hill, Pennsylvania 17011 Attention: General Counsel Facsimile Telephone #: 717 ###-###-#### 43 RETAIL AGREEMENT LIST OF EXHIBITS AND ATTACHMENTS RETAIL AGREEMENT LIST OF EXHIBITS AND ATTACHMENTS
EXHIBIT A List of Locations EXHIBIT B Agreed Major Metropolitan City Centers, applicable street map with agreed "City Centers" so designated EXHIBIT C Initial GNC Plan-o-grams EXHIBIT C-l Opening Order Quantity for each GNC Plan-o-gram EXHIBIT D List of certain Rite Aid Plan-o-gram products EXHIBIT E* Modified GNC Proprietary System applicable to Rite Aid Locations EXHIBIT F List of Proprietary Marks EXHIBIT G Rite Aid's Reproting Requirements EXHIBIT H GNC Consent Agreements & Orders EXHIBIT I Existing and Committed Harris Teeter Locations
RETAIL AGREEMENT EXHIBIT A LIST OF LOCATIONS * * This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission. RETAIL AGREEMENT EXHIBIT B MAJOR METROPOLITAN CITY CENTERS * * This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission. RETAIL AGREEMENT EXHIBIT C INITIAL GNC PLAN-O-GRAMS [MAP OF STORE LAYOUT] Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
3 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------- Minerals 66 585969 GNC MULTI COLLOIDAL MIN 32 Minerals 67 886672 GNC TRACE MINERALS 2 Minerals 68 886673 GNC TRACE MINERALS 4 Minerals 69 886670 GNC SILVER 2 Minerals 70 886671 GNC SILVER 4 Minerals 71 886675 GNC CHROMIUM/VANADIUM 4 Minerals 72 433121 PEP IPRICAL 30 Minerals 73 523277 NSI LIQ CALCIUM 2 Minerals 74 523278 NSI LIQ CHROMIUM 2 Vit B 1 050611 GNC B-COMPLEX 50MG SG 90 Vit B 2 018011 GNC ESSENTIAL B 100 Vit B 3 247811 GNC B-COMPLEX T.R.75MG 60 Vit B 4 144211 GNC B-COMPLEX TR 60 Vit B 5 018911 GNC B-50 COMPLEX WH RICE BAL 100 Vit B 6 018921 WHOLE RICE BIG 50 TABS 180 Vit B 7 143711 GNC B-COMPLEX W/ST JOHNS 30 Vit B 8 142811 GNC B-COMPLEX W/GINSENG 30 Vit B 9 019911 GNC B-COMPLEX W/C 60 Vit B 10 019921 GNC B-COMPLEX W/C 120 Vit B 11 020411 GNC B-COMPLEX W/C PLUS HERBS 60 Vit B 12 017913 GNC B-50 BAL B COMP 100 Vit B 13 017923 GNC B-50 BAL COMP PM 250 Vit B 14 050811 GNC B-50 COMPLEX T.R. 100 Vit B 15 050821 GNC B-50 COMPLEX T.R. 250 Vit B 16 013123 GNC B-100 COMPLEX 100 Vit B 17 013121 GNC B-100 COMPLEX 250 Vit B 18 050711 GNC B-125 COMPLEX 60 Vit B 19 051311 GNC B-150 COMPLEX 100 Vit B 20 000412 GNC B-1 100MG TABS 100 Vit B 21 259511 GNC B-1 300MG 100 Vit B 22 255612 GNC B-2 50MG TABS 100 Vit B 23 256014 GNC FOLIC ACID 400MCG 100 Vit B 24 253214 GNC FOLIC ACID 800MCG PI 100 Vit B 25 101111 GNC B-6 50MG W/HERBS 90 Vit B 26 100812 GNC B-6 50 MG 100 Vit B 27 255214 GNC B-6 100 MG 100 Vit B 28 259611 GNC TR B-6 200 MG 100 Vit B 29 099313 GNC B-12 500 MG 100 Vit B 30 099323 GNC B-12 500 MCG NSQ 250 Vit B 31 253614 GNC B-12 1000 MCG 100 Vit B 32 016923 GNC B-12 TR 1000MCG 90 Vit B 33 050911 GNC B-12 SUBLING 1000MG 30 Vit B 34 050921 GNC NO EPH QUIK SHOT B-12 60 Vit B 35 148711 GNC B-12 1500 90 Vit B 36 147711 GNC HOMOCYSTEINE SUPPORT 60 Vit B 37 020012 GNC NIACIN 100 MG TABS 100 Vit B 38 251311 GNC NIACIN 250MG 100 Vit B 39 254114 GNC NIACIN 500MG TBS 100 Vit B 40 005122 GNC NIACINAMIDE 250 Vit B 41 255511 GNC NIAGN FLUSH FREE 90 Vit B 42 256212 GNC PANTO ACID 100 MG 100 Vit B 43 256411 GNC PANTO ACID 250 MG 100 Vit B 44 100412 GNC PANTO ACID 500 MGS 100 Vit B 45 284111 GNC PANTETHINE COMPLEX 30 Vit B 46 148811 GNC TRANS-NEURO B 90 Vit B 47 256814 GNC P A B A 500 MG TABS 100 Vit B 48 255812 GNC BIOTIN 300MCG TBS 100 Vit B 49 124811 GNC BIOTIN 600MCG 120 Vit B 50 113311 GNC SOD 50 Vit B 51 252011 GNC RNA/DNA 250MG TR 90 Vit B 52 255912 GNC CHOLINE 250MG TBS 100 Vit B 53 012711 GNC CHOLINE 250MG 100
4 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------- Vit B 54 012312 GNC INOSITOL TABS 500 MG 100 Vit B 55 049711 GNC INOSITOL POWDER 480111 2 Vit B 56 049721 GNC INOSITOL POWDER 480121 4 Vit B 57 049731 GNC INOSITOL POWDER 8 Vit B 58 049741 GNC INOSITOL POWDER 16 Vit B 59 000551 GNC BREWERS YEAST TBS 250 Vit B 60 000511 GNC BREWERS YEAST TBS 500 Vit B 61 050511 GNC BREW YEAST PWD/ASP 18 Vit B 62 051611 GNC BREWERS YEAST PWD 20 Vit B 63 052211 GNC IMPORTED YEAST W/FIBER 1 Vit B 64 050311 GNC PREMIUM IMPORTED YEAST 16 Vit B 65 498601 TL CHOLINE COCKTAIL-706 15 Vit B 66 090873 ENZ CELL FORTE' W/IP-6 120 Vit B 67 523273 NSI LIQUID B-12 20Z Vit B 68 523274 NSI LIQUID B-COMPLEX 202 Vit B 69 875113 TL LIQUID B-COMP. 4 Vit B 70 028411 TL B-12 DOTS-174 100 Vit C 1 099413 GNC VITAMIN C 500MG 100 Vit C 2 099423 GNC VITAMIN C 500MG 250 Vit C 3 099453 GNC VITAMINS C500MG 500 Vit C 3 875112 TL LIQUID C 8 Vit C 4 099213 GNC VITAMIN C 1000MG 100 Vit C 5 099223 GNC VITAMIN C 1000MG 250 Vit C 6 099253 GNC VITAMIN C 1000MG 500 Vit C 7 246511 VITAMIN C BIOFLAVONOIDS PLUS 120 Vit C 8 256911 GNC CITRUS BIOFLAV 1000MG 100 Vit C 9 087911 GNC 1G C NO CITRUS 90 Vit C 10 093011 GNC VITAMIN C/ECHINACEA 90 Vit C 11 124611 GNC QUERCETIN 60 Vit C 12 136411 GNC VIT C W/QUERCETIN 800 60 Vit C 13 143911 GNC VIT C W/BIOFLAV 120 Vit C 14 013811 GNC RUTIN TABS 500 MG 90 Vit C 15 099413 GNC VITAMIN C 500MG 100 Vit C 16 099413 GNC VITAMIN C 500MG 100 Vit C 17 017413 GNC C 500MG TR 90 Vit C 18 019611 GNC C 500MG TRCAPS 90 Vit C 19 083111 GNC VIT C/BIOFLAVONOIDS 90 Vit C 20 017553 GNC C 1000MG TR 90 Vit C 21 017573 GNC C 1000MG TR 180 Vit C 22 017581 GNC TR VITAMIN C 1000MG 360 Vit C 23 017623 GNC C 1500MG TR 90 Vit C 24 017643 GNC C 1500MG TR 180 Vit C 25 018211 GNC C 2000MG TR 90 Vit C 26 093611 GNC ESTER C 500 MG 90 Vit C 27 080711 GNC TR ESTER C 500MG 90 Vit C 28 130711 GNC ESTER C500 CAPSULES 90 Vit C 29 093711 GNC ESTER C 1000 MG 90 Vit C 30 082111 GNC TR ESTER C 1000MG 90 Vit C 31 128911 GNC ESTER C 1000MG HS 90 Vit C 32 093111 GNC PRIMA-C 500MG TR 90 Vit C 33 093211 GNC PRIMA-C 1000MG TR 90 Vit C 34 091822 GNC ACEROLA 100MG NO SUGAR 180 Vit C 35 091911 GNC ACEROLA 250 MG NO SUGAR 90 Vit C 36 091511 GNC CHERRY DROPS 500MG 90 Vit C 37 096711 GNC MANDARIN ORG VIT C SUGFRE 90 Vit C 38 133501 CHWBL VIT C 100MG/ACEROLA 90 90 Vit C 39 133521 CHWBL VIT C 100MG/ACEROLA 180 180 Vit C 40 133531 CHWBL VIT C 100MG/ACEROLA 360 360 Vit C 41 133811 CHWBL VIT C 300MG/ACEROLA 90 90 Vit C 42 133821 CHWBL VIT C 300MG/ACEROLA 180 180 Vit C 43 133411 CHWBL VIT C 500MG/ACEROLA 90 90 Vit C 44 133421 CHWBL VIT C 500MG/ACEROLA 180 180
5 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------ Vit C 45 091611 GNC CITRUS FREE CHEW C 500 60 Vit C 46 087611 GNC BUFF CHEWC 500MG 60 Vit C 47 108211 GNC C 500MG BUFFERED 100 Vit C 48 136611 GNC VIT C 500 CAPSULES 90 Vit C 49 137511 GNC VITAMIN C 500 SOFTGEL 60 Vit C 50 106311 GNC BUFFERED C 1000MG 100 Vit C 51 096413 GNC VIT C CAPS 1000MG 100 Vit C 52 096423 GNC VIT-C CAPS 1000MG 250 Vit C 53 049441 GNC BUFFERED C CRYSTALS 8 Vit C 54 049421 GNC VIT C PWD 2000MG 8 Vit C 55 049431 GNC VIT C PWD 2000MG 16 Vit E/Aminos 1 064311 GNC NAT E 100IU MIXED 100 Vit E/Aminos 2 079511 GNC NAT E 200IU MIXED 100 Vit E/Aminos 3 077811 GNC NAT E 400IU MIXED 90 Vit E/Aminos 4 077821 GNC NAT E 400IU MIXED 180 Vit E/Aminos 5 077831 GNC NAT E 400IU MIXED 360 Vit E/Aminos 6 077311 GNC NAT E 600IU MIXED 60 Vit E/Aminos 7 089811 GNC NAT E 1000 IU MIXED 30 Vit E/Aminos 8 089821 GNC NAT E 1000IU MIXED 60 Vit E/Aminos 9 077511 GNC TOCOTRIENOL COMPLEX 30 Vit E/Aminos 10 143211 GNC GAMMA-TOCOTRIENOL 30 Vit E/Aminos 11 161711 GNC BLENDED E 400 IU 60 Vit E/Aminos 12 010711 GNC L-LYSINE 500 MG 100 Vit E/Aminos 13 077711 GNC NATURAL E 400IU 90 Vit E/Aminos 14 077721 GNC NATURAL E 400 IU 180 Vit E/Aminos 15 077731 GNC NATURAL E 400IU 360 Vit E/Aminos 16 077411 GNC NATURAL E 600IU 60 Vit E/Aminos 17 086811 GNC NATURAL E 1000IU 30 Vit E/Aminos 18 086821 GNC NATURAL E 1000IU 60 Vit E/Aminos 19 086832 GNC NATURAL E 1000IU 120 Vit E/Aminos 20 162211 GNC VEGETARIAN NATURAL E 60 Vit E/Aminos 21 077911 GNC NATURAL E/SELENIUM 90 Vit E/Aminos 22 067211 GNC NATURAL E/SELENIUM 90 Vit E/Aminos 23 161511 GNC CHEWABLE E 200 60 Vit E/Aminos 24 161611 GNC CHEWABLE E 400 60 Vit E/Aminos 25 065511 GNC NATURAL DRY E 200 IU 100 Vit E/Aminos 26 162611 GNC DRY E 400IU 90 Vit E/Aminos 27 162621 GNC NAT E 400IU DRY 180 Vit E/Aminos 28 086917 GNC NATURAL E LIQUID 200 2 Vit E/Aminos 29 077111 GNC NAT. ULTRA E 400IU 90 Vit E/Aminos 30 077211 GNC NAT. ULTRA E 1000 IU 90 Vit E/Aminos 31 161711 GNC BLENDED E 400 IU 60 Vit E/Aminos 32 161811 GNC BLENDED E 1000IU 60 Vit E/Aminos 33 098811 GNC SYNTHTIC E 100IU 90 Vit E/Aminos 34 110911 GNC SYNTHITIC E 400 IU 90 Vit E/Aminos 35 110912 GNC SYNTHITIC E 400IU 180 Vit E/Aminos 36 098911 GN SYNTHITIC 1000IU 90 Vit E/Aminos 37 086915 GNC SYNTHITIC E LIQUID 2 Vit E/Aminos 38 030311 GNC MULTI AMINO 60 Vit E/Aminos 39 011611 GNC L-PHENYLALANINE 500 MG 30 Vit E/Aminos 40 031211 GNC DL-PHENYLALANINE 400MG DP 50 Vit E/Aminos 41 011111 GNC L-GLUTAMINE 500 MG 50 Vit E/Aminos 42 042011 GNC L-GLUTAMINE 1000MG 50 Vit E/Aminos 43 010611 GNC L-GLUTATHIONE 50 Vit E/Aminos 44 124111 GNC NAC/GLUTATH 600/100MG 60 Vit E/Aminos 45 126811 GNC NAC CAPSULES 600MG 60 Vit E/Aminos 46 031011 GNC L-CYSTEINE 500 MG 30 Vit E/Aminos 47 045711 GNC L-TAURINE 500MG 50 Vit E/Aminos 48 028011 GNC ORNITHINE 500 MG 60 Vit E/Aminos 49 267511 GNC GABA 750MG 90 Vit E/Aminos 50 523276 NSI LIQ L-CARNITINE 2 Vit E/Aminos 51 030211 GNC L-CARNITINE 30
6 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
SECTION POSITION ITEM # DESCRIPTION SIZE - ----------------------------------------------------------------------------- Vit E/Aminos 52 030221 GNC L-CARNITINE 250 MG 60 Vit E/Aminos 53 037611 GNC L-CARNITINE 500 MG 30 Vit E/Aminos 54 037621 GNC L-CARNITINE 500 MG 60 Vit E/Aminos 55 146111 GNC L-CARN 100 MG 30 Vit E/Aminos 56 044211 GNC ACETYL L-CARNITINE 30 Vit E/Aminos 57 148211 GNC CARNOSINE AOY 30 Vit E/Aminos 58 030811 GNC L-TYROSINE 500MG 50 Vit E/Aminos 59 128211 GNC L-TYROSINE 1000MG 30 Vit E/Aminos 60 029011 GNC ARGININE 500 MG 90 Vit E/Aminos 61 010711 GNC L-LYSINE 500 MG 100 Vit E/Aminos 62 010731 GNC L-LYSINE 500MG 250 Vit E/Aminos 63 124311 GNC LYSINE 500 MG 120 Vit E/Aminos 64 235211 GNC LYSINE 500 TR 60 Vit E/Aminos 65 011411 GNC LYSINE 700MG FASTACTING 90 Vit E/Aminos 66 010411 GNC LYSINE 1000 MG 90 Men's 1 358411 GNC MEN'S NUTRITION SYSTEM 30 Men's 2 359411 GNC MENS VITA PACK MULTI COMP 30 Men's 3 543411 GNC MENS DHEA VP 30 Men's 4 240211 MNS YOHIMBE 451MG 60 Men's 5 242211 MNS NEUROCITE 60 Men's 6 240411 MNS INVIGORA 60 Men's 7 677722 PP CREATINE-8.8 9 Men's 8 060411 GNC MEGA MEN 100 Men's 9 060421 GNC MEGA MEN 200 Men's 10 041206 MEN PROSTAFORM W/CERNITIN 60 Men's 11 358911 GNC MENS SAW PALMETTO FORMUL 120 Men's 12 358921 GNC MENS SAW PALMETTO 240 Men's 13 062021 GNC MENS ULTRA SAW PALMETTO 60 Men's 14 062031 MENS ULTRA SAW PALMETTO 120 Men's 15 356911 MENS ULTRA SP 320 30 Men's 16 137711 MNS MATURE MULTI ONE 60 Men's 17 277311 MEN'S LIVE WELL MULTI 60 Men's 18 285411 MNS LIVE WELL CAPSULES 60 Men's 19 240411 MNS INVIGORA 60 Men's 20 240211 MNS YOHIMBE 451MG 60 Men's 21 242211 MNS NERVONIC ACID 60 Men's 22 249111 GNC MEN'S OYSTER EXTRACT 60 Men's 23 249511 GNC ZINC FOR MEN 90 Men's 24 359111 GNC MENS AVENA SATIVA 60 Men's 25 249811 GNC MEN'S VITALITY FORMULA 30 Men's 26 249821 GNC MEN'S VITALITY FORMULA 60 Men's 27 249011 MENS GINSENG FORMULA 60 Men's 28 433073 PEP COBRA 60 Men's 29 053544 AL YOHIMBE PWR MAX 2000MG 50 Men's 30 053545 AL YOHIMBE POWER 2000 MG 100 Men's 31 053566 AL YOHIMBE POWER MAX AMPULES 10 Men's 32 053534 AL YOHIMBE PWR MAX 30 Men's 33 053535 AL YOHIMBE PWR MAX 60 Men's 34 999623 GNC MENS BIOTIN SHAMPOO 12 Men's 35 999624 GNC MEN'S BIOTIN CONDITIONER 12 Men's 36 999719 MEN'S POLYSORBATE 80 12 Men's 37 999598 MEN'S BIOTIN HAIR GEL 4 Men's 38 247711 MEN'S ULTRA NOURISHHAIR CTN 60 Men's 39 247721 MEN'S ULTRA NOURISHHAIR CTN 120 Men's 40 053538 AL ACTION FOR MEN 60 Men's 41 053533 AL ACTION FOR MEN LQ 4 Men's 42 053565 AL YOHIMBIZED 50 Men's 43 053564 AL YOHIMBIZED LIQUID EXTRACT 2 Men's 44 053531 AL MADE FOR MEN 60 Men's 45 053521 AL MADE FOR MEN 30 Men's 46 053577 AL TRIBEST ACTION 60 Men's 47 053549 AL AVENA SATIVA 50
7 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------------- Men's 48 405311 ONAT YOHIMBE 1000 PLUS 30 Men's 49 400921 ONAT FOR MEN ONLY 60 Men's 50 402521 ONAT FOR MEN ONLY II 60 Men's 51 000636 IRW YOHIMBE PLUS 30 30 Men's 52 000628 IRW NAT SUPER YOHIMBE 90 Men's 53 041450 ARP CERNATIN PLUS 40 Men's 54 355811 GP PST (PROSTATE) 30 Men's 55 041249 ARP PROLEVE 30 Men's 56 410025 PHAR PROSTATONIN 30 Men's 57 410617 CHAT PROPALMEX 30 Men's 58 105011 ADV PROSTEX 100 Men's 59 053555 AL SUP SAW PALMETTO PLUS 50 Men's 60 062011 HP SAW PALMETTO FORMULA 60 Men's 61 960211 GNN MAX POTENTIAL 30 Men's 62 088411 KAL HAIR FORCE 60 Multis 1 138511 GNC UM GOLD 60 Multis 2 138521 GNC UM GOLD 90 Multis 3 138531 GNC UM GOLD 180 Multis 4 150911 GNC UMG NO IRON 90 Multis 5 150921 GNC UMG NO IRON 180 Multis 6 137111 GNC VM GREEN 60 Multis 7 137121 GNC VM GREEN 90 Multis 8 137131 GNC VM GREEN 180 Multis 9 049911 GNC UM II 90 Multis 10 049921 GNC UM II 180 Multis 11 151011 GNC UM II NO IRON 90 Multis 12 151021 GNC UM II NO IRON 180 Multis 13 049611 GNC ULTRA MEGA 60 Multis 14 049621 GNC ULTRA MEGA 90 Multis 15 049631 GNC ULTRA MEGA 180 Multis 16 057311 GNC AM/PM ULTRA MEGA 75 Multis 17 112711 GNC MULTI-GEL 60 Multis 18 112721 GNC MULTI-GEL 120 Multis 19 485105 GNC LIQUID MULTI 5 Multis 20 049511 GNC PREVENTRON 120 Multis 21 049521 GNC PREVENTRON 240 Multis 22 351111 MAX NUT VITA PACK II 30 Multis 23 932311 GNC ALIVE PROG 60 Multis 24 138311 ML PLATINUM YEARS MULTI 90 Multis 25 102121 GNC SOLOTRON IMP CHEW/NUTRASW 90 Multis 26 151311 GNC SOLOTRON 30 Multis 27 151321 GNC SOLOTRON 90 Multis 28 151331 GNC SOLOTRON 240 Multis 29 151411 GNC SOLOTRON NO IRON 90 Multis 30 005711 GNC SOLOTRON PLUS 90 Multis 31 095721 GNC NO EPH SOLOTRON PLUS 180 Multis 32 356311 GP WNT WINTER&COLDS PAK 30 Multis 33 356611 GP HOC (HOMOCYSTEINE) 30 Multis 34 356711 GNC LIVE WELL PROG-LIVER 30 Prev. Nut. 1 360911 PN LIVER PROGRAM 30 Prev. Nut. 2 700911 PN ULTRA LIVER 60 Prev. Nut. 3 730811 PN OCULAR FORMULA 60 Prev. Nut. 4 360411 PN MEMORALL PROGRAM 30 Prev. Nut. 5 702211 PN NEURO SUPPORT 60 Prev. Nut. 6 360611 PN HOMOCYST PROGRAM 30 Prev. Nut. 7 702411 PN HOMOCYSTEND 90 Prev. Nut. 8 715411 PN CHOL-X 60 Prev. Nut. 9 727911 PN ENH. GARLIC 120 Prev. Nut. 10 701011 PN IMMUNO GAIN W/7-KETO 90 Prev. Nut. 11 732811 PN CLEANSING CAPS 120 Prev. Nut. 12 732821 PN CLEANSING FORMULA 240
8 Retail Agreement: GNC-Rite Aid Plan-O-Gram 12/8/98 Exhibit C
13 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------- Twin Spt.2 29 773103 TL NO EPH DIET FUEL 648 180 Twin Spt.2 30 773114 TL ADV DIET FUEL CHOC-105 2 Twin Spt.2 31 773115 TL ADV DIET FUEL-VAN-107 2 Twin Spt.2 32 498689 TL HERBAL PHEN FUEL 629 30 Twin Spt.2 33 498688 TL HERBAL PHEN FUEL 630 60 Twin Spt.2 34 498687 TL HERBAL PHEN FUEL 632 90 Twin Spt.2 35 498716 TL TRIP WHEY FUEL CHOC 750 13 Twin Spt.2 36 498717 TL TRIP WHEY FUEL VAN 766 13 Twin Spt.2 37 498718 TL TRIPLE WHEY FUEL UNFLA 13 Twin Spt.2 38 881641 TL WHEY FUEL CHOC 534 10 Twin Spt.2 39 811640 TL WHEY FUEL VANILLA 10 Twin Spt.2 40 883851 TL RX FUEL CHOC 10 PACK 153 28 Twin Spt.2 41 883152 TL RX FUEL VAN 10 PACK-154 27 Twin Spt.2 42 792311 TL VEGE FUEL-840 1 Twin Vit 1 498651 TL MAXILIFE BRAIN PROT-267 60 Twin Vit 2 042811 TL MAXILIFE CAPS-901 100 Twin Vit 3 499028 TL MAXILIFE CARDIOCARE CO 30 Twin Vit 4 449029 TL MAXILIFE CARDIOCARE COQ 60 Twin Vit 5 449030 TL MAXILIFE CARDIO PROTECT 60 Twin Vit 6 449031 TL MAXILIFE CARDIO PROTECT 120 Twin Vit 7 449032 TL MAXILIFE CHICKEN COLLA 30 Twin Vit 8 498710 TL CHOLINE COCKTAIL II + 59 15 Twin Vit 9 449033 TL MAXILIFE CHOLINE CCKTL 15 Twin Vit 10 498652 TL MAXILIFE COLON PROT-271 60 Twin Vit 11 002032 TL MAXILIFE COQ10 FORMULA-903 60 Twin Vit 12 498262 TL MAXILIFE COQ10 FORM-917 120 Twin Vit 13 449034 TL MAXILIFE DHEA 25MG 30 Twin Vit 14 498670 TL GLUCO/CHONDROITIN FORM 41 30 Twin Vit 15 498671 TL GLUCO/CHONDROITIN FORM 703 60 Twin Vit 16 449035 TL MAXILIFE HOMOCYSTEINE 50 Twin Vit 17 499036 TL MAXILIFE HOMOCYSTEINE 100 Twin Vit 18 498712 TL JOINT COCKTAIL 921 7 Twin Vit 19 498713 TL JOINT FOOD 370 16 Twin Vit 20 499037 TL MAXILIFE JOINT FOOD LI 32 Twin Vit 21 498654 TL MAXILIFE JOINT PROT-273 60 Twin Vit 22 499001 TL MAXILIFE JOINT PROTECT 120 Twin Vit 23 498714 TL MEGA SOY EPS 477 30 Twin Vit 24 499002 TL MAXILIFE MEGA SOY COP 60 Twin Vit 25 499003 TL MAXILIFE MENS PROTECTOR 60 Twin Vit 26 499004 TL MAXILIFE MULTI-CARTENE 30 Twin Vit 27 499074 TL MAXILIFE MULTICAROTENE 60 Twin Vit 28 499005 TL PHOSPHATIDYLSERINE 30 Twin Vit 29 499006 TL PHYTONUTRIENT COCKTAIL 6 Twin Vit 30 499007 TL PHYTONUTRIENT PROTECTOR 60 Twin Vit 31 498659 TL MAXILIFE PREGNENOLONE 30 Twin Vit 32 499008 TL MAXILIFE PREGNENOLONE 60 Twin Vit 33 499068 TL MAXILIFE PROSTATE PROT 30 Twin Vit 34 498653 TL MAXILIFE PROSTATE PROT-279 60 Twin Vit 35 499009 TL MAXILIFE RESUERATROL 30 Twin Vit 36 499012 TL MAXILIFE SELENOMAY CAP 30 Twin Vit 37 499013 TL MAXILIFE SELENOMAY CAP 60 Twin Vit 38 499060 TL MAXILIFE SOY COCKTAIL 1 Twin Vit 39 499061 TL MAXILIFE ST JOHNS WORT 30 Twin Vit 40 499059 TL MAXILIFE ST JOHNS WORT 60 Twin Vit 41 498213 TL METABOLIFT CAPS-741 60 Twin Vit 42 498230 TL METABOLIFT CAPS-742 120 Twin Vit 43 498601 TL CHOLINE COCKTAIL-706 15 Twin Vit 44 042311 TL HAIR FACTORS TABLETS-898 50 Twin Vit 45 498259 TL HAIR FACTOR TABLETS-899 100 Twin Vit 46 498614 TL JOINT FACTORS-919 60 Twin Vit 47 499073 TL JOINT FACTOR CPS 120 Twin Vit 48 002010 TL OCCUGARD PLUS 421 60
14 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------- Twin Vit 49 499069 TL OCUGUARD PLUS CPS 120 Twin Vit 50 498258 TL SUPER C, E, & CAROTENE-930 50 Twin Vit 51 498312 TL SUPER C, E, & CAROTENE-931 100 Twin Vit 52 498310 TL ALLERGY A/D 10,000IU-125 100 Twin Vit 53 498337 TL ALLERGY A 10000 IU CP-137 100 Twin Vit 54 498225 TL CAROTENE CAPS-140 100 Twin Vit 55 498274 TL MEGA CAROTENE-144 60 Twin Vit 56 498288 TL B-6 CAPS 50MG-170 100 Twin Vit 57 498235 TL B-6 100MG CAPS-171 100 Twin Vit 58 028411 TL B-12 DOTS-174 100 Twin Vit 59 498309 TL B-12 DOTS-175 250 Twin Vit 60 029121 TL B-100 CAPS-178 50 Twin Vit 61 029111 TL B-100 CAPS-179 100 Twin Vit 62 002811 TL BIOTIN 600MCG CAPS-182 100 Twin Vit 63 498245 TL FOLIC ACID CAPS 800MCG-187 100 Twin Vit 64 002029 TL NIACIN (B3) 100MG CAPS-195 100 Twin Vit 65 498256 TL NO FLUSH NIACIN 50-223 50 Twin Vit 66 033011 TWIN PANTO ACID 250MG 0446 100 Twin Vit 67 002028 TL PANTOTHENIC ACID 500MG-205 100 Twin Vit 68 498215 TL STRESS B COMPLEX-207 100 Twin Vit 69 499018 TL BILAYER C1000 W/CIT B 100 Twin Vit 70 499020 TL C-1000 TABS 100 Twin Vit 71 034311 TL C-500 CAPS-238 100 Twin Vit 72 034411 TL C-1000 CAPS-240 100 Twin Vit 73 498415 TL E-200 CAPS DRY-289 50 Twin Vit 74 034632 TL DRY E 200IU 290 100 Twin Vit 75 034611 TL E-400 CAPS DRY-291 50 Twin Vit 76 034621 TL E-400 CAPS DRY-292 100 Twin Vit 77 002021 TL LIQUID E-295 12 Twin Vit 78 002022 TL SUPER E COMPLEX SFTGL-296 50 Twin Vit 79 498208 TL SUPER E COMPLEX SFTGL-297 100 Twin Vit 80 498279 TL SUPER E COMPLEX 400IU-298 250 Twin Vit 81 498257 TL SUPER E SFTGL 1000IU-299 50 Twin Vit 82 498278 TL SUPER E COMPLEX 1000IU-300 100 Twin Vit 83 052711 TL COD LVR OIL EMUL MINT-333 12 Twin Vit 84 055411 TL COD LVR OIL EMUL ORNG-334 12 Twin Vit 85 002019 TL COD LIVER OIL EMUL SFT-335 100 Twin Vit 86 039511 TL ALLERDOPHILUS CAPS-368 50 Twin Vit 87 498228 TL ALLERDOPHILUS CAPS-369 100 Twin Vit 88 498273 TL SUPER ACIDOPHILUS-360 30 Twin Vit 89 498354 TL SUPER ACIDOPHILUS-361 60 Twin Vit 90 039611 TL SUPER ENZYME CAPS-384 50 Twin Vit 91 498232 TL SUPER ENZYME CAPS-385 100 Twin Vit 92 040021 TL COQ10 CAPS-575 50 Twin Vit 93 040011 TL COQ10 CAPS-576 100 Twin Vit 94 951611 TL MEGA COQ10 CAPS-590 50 Twin Vit 95 951621 TL MEGA COQ10 CAPS-591 100 Twin Vit 96 499055 TL GLUCOSAMINE SULFATE CP 30 Twin Vit 97 498662 TL GLUCOSAMINE SULFATE 60 Aloe 1 243011 NB ALOE HAIR, SKIN, NAI 100 Aloe 2 243111 NB ALOE INNER GEL 100 Aloe 3 485197 NB FIRST AID JELLY 2 Aloe 4 485198 NB ASPIRALOE RUB 4 Aloe 5 485199 NB EUCALYPTUS RUB 4 Aloe 6 366000 NB UNFLAV JUICE 8 Aloe 7 366001 NB ALOE UNFLAV GEL 8 Aloe 8 365857 NB FILLET UNFLAV JUICE 16 Aloe 9 365881 NB HF UNFLAVORED JUICE 32 Aloe 10 365858 NB FILLET UNFLAVORED GEL 16 Aloe 11 365856 NB FILLET UNFLAV GEL 32 Aloe 12 365888 NB WL UNFLAVORED JUICE 32 Aloe 13 365895 NB GEL WL UNFLAVORED 32
15 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------- Aloe 14 365885 NB WL CRANBERRY JUICE 32 Aloe 15 365889 NB WL LEMON/LIME JUICE 32 Aloe 16 365883 NB WL WILDBERRY JUICE 32 Aloe 17 365893 NB JUICE UNFLAVORED WL 128 Aloe 18 365855 NB WL UNFLAVORED GEL 128 Aloe 19 366002 NB FILLET UNFLAV JUICE 128 Aloe 20 365894 NB GEL 1 GAL UNFLAVOR FILLET 128 Books 1 1 008212 PRESCRIPTION FOR NUTR HEALING 1 Books 1 2 008275 NUTRITION ALMANAC 1 Books 1 3 008266 ENCYC OF NUTRIL SUPPLEMENTS 1 Books 1 4 008334 EARL MINDELL SUPPLMENT BIBLE 1 Books 1 5 008265 DR WHITAKERS GUIDE PAPERBACK 1 Books 1 6 008215 HERBALLY YOURS 1 Books 1 7 008247 TODAY'S HERBAL HEALTH REV 4TH 1 Books 1 8 008210 LITTLE HERB ENCYCLOPEDIA 3RD 1 Books 1 9 008207 HEALTH HANDBOOK LARGE EDITION 1 Books 1 10 008243 VITAMIN HERB GUIDE NATURAL 1 Books 1 11 008302 HERBS FOR HEALTH BOOK 1 Books 1 12 008330 NATURAL HORMONE REPLACEMENT 1 Books 1 13 008226 MENOPAUSAL YRS THE WISE WOMEN 1 Books 1 14 008242 WHAT YOUR DR. MAY NOT TELL YO 1 Books 1 15 008235 YEAST CONNECTION COOKBOOK 1 Books 1 16 008230 YEAST CONNECTION HANDBOOK 1 Books 1 17 008239 HORMONE REPLACEMENT THERAPY 1 Books 1 18 008273 FIT FOR LIFE FOOD COMBINING 1 Books 1 19 008222 JUICEMANS POWER OF JUICING 1 Books 1 20 008102 APPLE CIDER VINEGAR MIRACLE 1 Books 1 21 008294 FRESH VEG & FRUIT JUICE HG 1 Books 1 22 008301 CLEANSING MADE SIMPLE 1 Books 1 23 008251 TISSUE CLEANSING THROUGH BOWE 1 Books 2 1 008206 EARL MINDELL'S VITAMIN BIBLE 1 Books 2 2 008248 NATURAL TREATMENT FOR ADD & H 1 Books 2 3 008138 RITALIN FREE KIDS 1 Books 2 4 008304 THE ADD AND ADHD DIET BOOK 1 Books 2 5 008260 DEPRESSION & NATURAL MEDICINE 1 Books 2 6 008145 NATURAL PROZAC 1 Books 2 7 008219 HOW TO HERB BOOK LETS REMEDY 1 Books 2 8 008205 EARL MINDELL'S HERB BIBLE 1 Books 2 9 008214 HEALING POWER OF HERB'S REV 1 Books 2 10 008303 HERBAL DEFENSE 1 Books 2 11 008324 MIRACLE OF GARLIC 1 Books 2 12 008252 TODAY'S HERBAL HEALTH FOR WOM 1 Books 2 13 008168 ESTROGEN ALTERNATIVE 1 Books 2 14 008167 FIBROMYALGIA A COMPREHENSIVE 1 Books 2 15 008284 THE HOMOCYSTINE REVOLUTION 1 Books 2 16 008234 EVERYBODY'S GD TO HOMEOPATHIC 1 Books 2 17 008329 ARTHRITIS CURE PAPERBACK 1 Books 2 18 008262 DR. ATKINS NEW DIET REV POCKE 1 Books 2 19 008223 LEFT FOR DEAD HERBS FOR HEART 1 Books 2 20 008109 ANTI FAT NUTRIENTS 3RD EDITIO 1 Books 2 21 008274 40-30-30 FATBURNING 1 Books 2 22 008255 BODY BLDG A REALISTIC APPROAC 1 Books 2 23 004022 AVR CREATINE NATURES MUSCL. EACH Books 2 24 090977 EAS SUPPLEMENT REVIEW BOOK 1 Challenge 1 142015 CHAL 95% PROTEIN VAN 16 Challenge 2 145011 CHAL 95% PROTEIN VAN W/ASP 16 Challenge 3 144411 CHAL 95% PROTEIN CHOC W/ASP 16 Challenge 4 145111 CHAL 95% PROTEIN STRBY W/ASP 16 Challenge 5 145112 CHAL-PROTEIN-95 STRAW ASP 64 Challenge 6 148011 CHAL MILK&EGG PROT CHOC W/ASP 16
16 Retail Agreement GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------------- Challenge 7 147911 CHAL MILK&EGG PROT VAN W/ASP 16 Challenge 8 148111 CHAL MILK&EGG PROT STRBY W/AS 16 Challenge 9 142012 CHAL 95% PROTEIN UNSWEET VAN 4 Challenge 10 145012 CHAL 95% PROTEIN VANILLA 4 Challenge 11 144412 CHAL 95% PROTEIN CHOCOLATE 4 Challenge 12 141911 CHAL BODY BUILDER PROTEIN PWD 16 Challenge 13 653955 CHAL SOY SOLU CHOC 566 Challenge 14 653965 CHAL SOY NO ASP VANILLA 555 Challenge 15 653950 CHAL SOY SOLUTION 16 Challenge 16 654060 CHAL CREATINE POWDER 150 150 Challenge 17 654065 CHAL CREATINE POWDER 300 300 Challenge 18 822311 CHAL CREATINE CHEWABLE 100 Challenge 19 822211 CHAL CREATINE 500 Challenge 20 654020 CHAL CREATINE FRUIT PUNCH 640 Challenge 21 654025 CHAL-CREATINE-LEMONADE 495 Challenge 22 823111 CHAL-CLA-500MG 120 Challenge 23 821711 CHAL PYRUVATE 500MG 90 Challenge 24 821911 CHAL ANABOLISM 60 Challenge 25 654041 CHAL-TRANS NEURO 455 Challenge 26 962611 CHAL FREEFORM AMINO ACID REFR 100 Challenge 27 962621 CHAL FREEFORM AMINO ACID REFM 150 Challenge 28 821411 CA AMINO 1875 120 Challenge 29 821011 CH AMINO 2000 180 Challenge 30 335011 CH AMINO 3000 180 Challenge 31 334831 CHAL TR AMINO 4800 60 Challenge 32 334841 CHAL TR AMINO 4800 120 Challenge 33 171912 CHALL LIQUID PROTEIN 32 Challenge 34 030111 CHAL L-ARGININE 50 Challenge 35 823511 CHAL GLUTAMINE 90 Challenge 36 822011 CHAL CHROMIUM PIC 500 Challenge 37 822111 CHAL VANADYL SULFATE 500 Challenge 38 762512 PRO PERF-40-30-30 VANILLA 504 Challenge 39 762515 PRO PERF 40-30-30-CHOCOLATE 504 Challenge 40 762812 PRO PERF 50-30-15-VANILLA 504 Challenge 41 762815 PRO PERF 55-30-15 CHOCOLATE 504 Challenge 42 762212 PRO PERF 60-40 VANILLA 504 Challenge 43 762912 PRO PERF 70-20-10 VANILLA 504 EAS 1 090919 EAS PHOSPHAGEN HP FRT PNCH 32 EAS 2 090935 EAS PHOSPHAGEN HP FRT PNCH 4 EAS 3 090944 EAS PHOSPHAGEN HP GRAPE 32 EAS 4 090968 EAS PHOSPHAGEN HP GRAPE 42 SE 4 EAS 5 090945 EAS PHOSPHAGEN HP LEMON LIME 32 EAS 6 090969 EAS PHOSPHAGEN HP LEM LIME 42 4 EAS 7 090911 EAS PHOSPHAGEN-100 GRAM 100 EAS 8 090912 EAS PHOSPHAGEN-210 GRAM 210 EAS 9 090915 EAS PHOSPHAGEN-325 GRAM 325 EAS 10 090964 EAS PHOSPHAGEN 510GRAMS 510 EAS 11 090963 EAS PHOSPHAGEN 1000GRAMS 1000 EAS 12 090949 EAS BETAGEN 7 EAS 13 090948 EAS BETAGEN 21 EAS 14 090999 EAS NEURO GAIN TABS 120 EAS 15 090991 EAS NEURO GAIN 14 EAS 16 090981 EAS STRUCTURE EFA 120 EAS 17 090979 EAS-HMB 120 EAS 18 090980 EAS HMB 360 EAS 19 090923 EAS CLA 90 EAS 20 090951 EAS CYTOVOL 225 EAS 21 090914 EAS GKG - 120 CAPS 120 EAS 22 090913 EAS V2G - 180 CAPS 180 EAS 23 090961 EAS PHOSPHAGAN II CHOCOLATE 3 EAS 24 090960 EAS PHOSPHGAIN II VANILLA 3 EAS 25 090972 EAS PHOSPHAGAIN II STRAWBY 3
17 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------ EAS 26 091001 EAS PRECISION PROTEIN CHOC. 908 EAS 27 091002 EAS PRECISION PROTEIN VAN 908 EAS 28 090956 EAS MYOPLEX PLUS DEL CHOC 20 EAS 29 090958 EAS MYOPLEX PLUS DELUXE VAN 20 EAS 30 090978 EAS MYOPLEX PLUS DULUXE STRAW 20 Ginseng 1 436211 GG KOREAN GINSENG 90 Ginseng 2 436221 GG KOREAN GINSENG 180 Ginseng 3 436111 GG GINSENG & ROYAL JELLY 90 Ginseng 4 436121 GG GINSENG & ROYAL JELLY 180 Ginseng 5 492824 GG KOREAN GINSENG TEA BAGS 20 20 Ginseng 6 492825 GG KOREAN GINSENG TEA BAGS 50 50 Ginseng 7 437311 GG TRIPLE GINSENG 90 Ginseng 8 437321 GG TRIPLE GINSENG 180 Ginseng 9 436911 GG TRIPLE GINSENG 90 Ginseng 10 436921 GG TRIPLE GINSENG 180 Ginseng 11 437611 GG TRIPLE GINSENG 90 Ginseng 12 437621 GG TRIPLE GINSENG 180 Ginseng 13 437211 GG SIBERIAN GINSENG 30 Ginseng 14 437011 GG SIBERIAN GINSENG 90 Ginseng 15 437021 GG SIBERIAN GINSENG 180 Ginseng 16 437111 GG SIBERIAN GINSENG & BEE POL 90 Ginseng 17 436611 GG AMERICAN GINSENG 90 Ginseng 18 437411 GG MEN'S GINSENG 90 Ginseng 19 492823 GG GINSENG GUM 10 Ginseng 20 436811 GG RED PANAX GINSENG 90 Ginseng 21 217601 GG PANAX GINSENG 10 10 Ginseng 22 217602 GG PANAX GINSENG 30 30 Ginseng 23 492827 GG GINSENG DRINK W/ROOT 4 Ginseng 24 492826 GG GINSENG DRINK NO/ROOT 4 Ginseng 25 492820 GG CHINA GNSNG R JEL B POL 10 10 Ginseng 26 492821 GG CHINA GNSNG R JEL B POL 30 30 Ginseng 27 465611 HP GINSAGEL 30 Ginseng 28 492801 POP AMER GINSENG 4 Ginseng 29 410021 PHAR GINSANA 30 Ginseng 30 410022 PHAR GINSANA 60 Ginseng 31 410024 PHAR GINSANA 40 Ginseng 32 715072 NMAX GINSAMAX 30 30 Ginseng 33 053567 AL GINSENG POWER MAX AMPULES 10 Ginseng 34 053542 AL GINSENG POWER MAX-333-00 100 Ginseng 35 053540 AL GINSENG POWER MAX 50 Ginseng 36 023951 AFF KOREAN GINSENG RYL JLY 1 Ginseng 37 492836 POP KOREAN GINSENG EXT ROOT 8 Ginseng 38 888831 BO GINERGY 30 Ginseng 39 217345 WISCONSIN GINSENG 60 Ginseng 40 777828 AMF 12 GINSENGS 90 Ginseng 41 492837 POP KOREAN GINSENG INST TEA 10 Ginseng 42 492840 POP KOREAN GINSENG EXTRACT 1 Green Foods 1 088821 KYOL YST-FREE GARLIC-10032 200 Green Foods 2 089311 KYOL YST-FR GARLIC CPS-100-41 100 Green Foods 3 089321 KYOL YST-FR GRLC CP-100-42 200 Green Foods 4 088611 KYOL GARLIC CPS-10141 100 Green Foods 5 088621 KYOL GARLIC CPS-10142 200 Green Foods 6 088511 KYOL RESERVE 60 CPS 200-41 60 Green Foods 7 089151 KYOL LIQ EXTRACT 100-20 2 Green Foods 8 030417 PHX-CHOLESTIN 120 Green Foods 9 090841 ENZ GARLINASE 4000 30 Green Foods 10 410211 CHAT GINSANA GARLIQUE 30 30 Green Foods 11 459022 NW GARLICIN-6791 30 Green Foods 12 427211 NB EFFECT 30 Green Foods 13 030711 NAT BR COATED TRIPLE GARLIC 100 Green Foods 14 030721 NAT BR COATED TRIPLE GARLIC 200
18 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------------- Green Foods 15 031311 NAT BR GARLIC TRIPLE TBS 100 Green Foods 16 031321 NB TRIPLE GARLIC 200 200 Green Foods 17 355911 GP CS (CARDIOVASCULAR) 30 Green Foods 18 129511 GP CHL (CHOLESTEROL) 30 Green Foods 19 709911 NB GRAPE SEED 60 Green Foods 20 709611 NB GENISTEIN PLUS 60 Green Foods 21 710711 NB CAROT COMPLEX 90 Green Foods 22 712011 NB LUTEIN-NEW 90 Green Foods 23 709511 NB WINE&GREEN TEA POLYPHEN 60 Green Foods 24 710811 NB-ISOFLAVUNES 90 Green Foods 25 712611 NB LYCOPENE PLUS 30 Green Foods 26 711911 NB-LYCOPENE-NEW 90 Green Foods 27 711811 NB POLYPHENOLS 90 Green Foods 28 710111 NB CURCUMINOIDS 90 Green Foods 29 709711 NB INDIAN CELERY SEED EXT 60 Green Foods 30 434411 NB FRUIT POLYPHENOLS 60 Green Foods 31 434211 NB MULTI-FRUIT 60 Green Foods 32 468711 HP GRAPE SEED EXTRACT 30 Green Foods 33 426111 NB BLUE GREEN ALGAE 90 Green Foods 34 429111 NB CHLORELLA 180 Green Foods 35 426211 NB SHATTERED CELL WALL CHOREL 90 Green Foods 36 429611 NB BARLEY GRASS 90 Green Foods 37 426311 NB BARLEY GRASS 90 Green Foods 38 003921 NAT BR KELP TABS 500 Green Foods 39 005811 NB TRIPLE ALFALFA 100 Green Foods 40 005211 NAT BR ALFALFA TABS 500 Green Foods 41 427411 NB HYDRILLA 210 Green Foods 42 420711 NB WHEATGRASS CAPSULE 60 Green Foods 43 434111 NB MULTI-VEGETABLE 60 Green Foods 44 000811 NAT BR GREEN EARTH FOOD 180 Green Foods 45 049750 NB GREEN EARTH FOOD POWERS 16 Green Foods 46 365846 NB APPLE CIDER VINEGAR 16 Green Foods 47 917521 ER SPIRULINA 100 Green Foods 48 399525 WM SUPER JUICE 60 Green Foods 49 089141 KYOL KYO-GREEN-700-55 3 Green Foods 50 714914 GF VEGGIE MAGMA 5 Green Foods 51 714911 GFC GREEN MAGMA 5.3 5 Green Foods 52 714910 GFC GREEN MAGMA 3 Green Foods 53 714913 GFC GREEN MAGMA PLUS 5 Green Foods 54 428011 NAT BR BEE PROPOLIS 250MG SG 100 Green Foods 55 423211 BEE POLLEN CPS GNC 100 Green Foods 56 081811 NAT BR BEE POLLEN 500MG TBS 100 Green Foods 57 081821 NAT BR BEE POLLEN 500MG TBS 250 Green Foods 58 088211 NAT BR BEE POLLEN 1000MG 90 Green Foods 59 079121 NAT BR BEE POLLEN GRANULES 10 Green Foods 60 081925 HFS BEE POLLEN FROM ENGLAND 90 Green Foods 61 548600 MN BEE POLLEN & GINSENG 90 Green Foods 62 003411 NB ROYAL JELLY 500MG 90 Green Foods 63 078021 PO ROYAL JELLY 500MG 30 Green Foods 64 078511 PO ROYAL JELLY-LQ 14000IU 11 Green Foods 65 078111 PO ROYAL JELLY LQ 11 Green Foods 66 422511 NAT BR DONG QUAI & ROYAL JELL 60 Green Foods 67 168400 DMS FIBROMALIC 180 Green Foods 68 548618 MN GRAPE SEED EXTRACT 60 Green Foods 69 548626 MG GINKGO BILOBA EXTRACT 60 Green Foods 70 576211 BN GINKGO BILOBA 60 Green Foods 71 544183 NAT ACTIVIN 60 Green Foods 72 076557 SLRY CRAN ACTIN-840 60 Green Foods 73 267703 KWAI HIGH POTENCY GARLIC 60TB 60 Green Foods 74 267704 KWAI HIGH POTENCY GARLIC 12OT 120 Green Foods 75 292111 DH CRANBERRY CONCENTRATE 16 Green Foods 76 292112 DH BLACK CHERRY CONCENTRATE 16 Green Foods 77 074235 FB COLON GREEN CAPS 150
19 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------- Green Foods 78 074240 FB COLON GREEN POWDER 10 Herbal Plus 1 1 406511 HP BILBERRY 30 Herbal Plus 1 2 406521 HP BILBERRY 60 Herbal Plus 1 3 406311 HP CAT'S CLAW 30 Herbal Plus 1 4 406321 HP CAT'S CLAW 60 Herbal Plus 1 5 406111 HP CAYENNE 30 Herbal Plus 1 6 406121 HP CAYENNE 60 Herbal Plus 1 7 406011 HP CHAMOMILE 30 Herbal Plus 1 8 411611 HP CRANBERRY 30 Herbal Plus 1 9 408611 HP DAMIANA 30 Herbal Plus 1 10 410811 HP DEVILS CLAW 30 Herbal Plus 1 11 405611 HP DONG QUAI 30 Herbal Plus 1 12 405621 HP DONG QUAI 60 Herbal Plus 1 13 407711 HP ECHINACEA/ROOT 30 Herbal Plus 1 14 407712 HP ECHINACEA 60 Herbal Plus 1 15 411511 HP ECHINA/GOLD 30 Herbal Plus 1 16 411521 HP EXHINACEA/GOLD 60 Herbal Plus 1 17 407311 HP FEVERFEW 30 Herbal Plus 1 18 412511 HP GARLIC 30 Herbal Plus 2 1 410711 HP GARLIC/HAWTHORNE 30 Herbal Plus 2 2 405811 HP GARLIC/CAYENNE 30 Herbal Plus 2 3 407811 HP GINGER 30 Herbal Plus 2 4 407411 HP GOLDENSEAL RT 30 Herbal Plus 2 5 407412 HP GOLDENSEAL 60'S 60 Herbal Plus 2 6 407011 HP CAYENNE/GOLDENSEAL 30 Herbal Plus 2 7 406411 HP GOTU KOLA 30 Herbal Plus 2 8 407911 HP GUARANA 30 Herbal Plus 2 9 409711 HP LICORICE 30 Herbal Plus 2 10 409311 HP PAU D'ARCO 30 Herbal Plus 2 11 408011 HP MULTI-GINSENG 30 Herbal Plus 2 12 408012 HP MULTI-GINS 60 Herbal Plus 2 13 410911 HP MULTIGIN/DAM 30 Herbal Plus 2 14 412111 HP MLTIGIN/GOTV 30 Herbal Plus 2 15 408111 HP MLTIGIN/SAW 30 Herbal Plus 2 16 407211 HP PYGEUM 30 Herbal Plus 2 17 405511 HP SAW PALMETTO 30 Herbal Plus 2 18 405512 HP SAW PALMETTO 60 Herbal Plus 2 19 405711 HP SAW PALMETTO 30 Herbal Plus 2 20 408211 HP SIBERIAN GINSENG 30 Herbal Plus 2 21 408711 HP ST JOHNS WORT 30 Herbal Plus 2 22 408721 HERBAL PLUS ST JOHNS WORT 60 Herbal Plus 2 23 412011 HP VAL/PASSION 30 Herbal Plus 2 24 407511 HP VALERIAN 30 Herbal Plus 2 25 407512 HP VALERIAN 60 Herbal Plus 2 26 408511 HP YUCCA 30 Herbal Plus 2 27 523268 NAP ASTRAGALUS 1 Herbal Plus 2 28 523265 NAP BLACK COHOSH LIQUID 1 Herbal Plus 2 29 523263 NAP HAWTHORNE LIQUID 1 Herbal Plus 2 30 523266 NAP ST JOHNS WORT LIQUID 1 Herbal Plus 2 31 523264 NAP VALERIAN ROOT LIQUID 1 Herbal Plus 2 32 523267 NAP WILD YAM LIQUID 1 Herbal Plus 2 33 523259 NAP CRAN RELIEF CRANBRY LIQ 4 Herbal Plus 2 34 523260 NAP HERBAL DEFENSE ECHIN LIQ 4 Herbal Plus 2 35 523258 NAP HERBAL ENRGY GINSNG LIQ 4 Herbal Plus 2 36 523257 NAP HERB RELAX KAVA KAVA LIQ 4 Herbal Plus 2 37 523255 NAP MILK THISTLE LIQ 4 Herbal Plus 2 38 523256 NAP HERBAL PROSTA SURE LIQ 4 Herbal Plus 3 1 456611 HP FIN ALFALFA 100 Herbal Plus 3 2 466411 HP FIN ASHWAGANDHA 90 Herbal Plus 3 3 456511 HP FIN BILBERRY 100
20 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------------ Herbal Plus 3 4 430111 HP FIN BLACK COHOSH 100 Herbal Plus 3 5 466511 HP FIN BOSWELLIA 90 Herbal Plus 3 6 467811 HP FIN CATS CLAW 100 Herbal Plus 3 7 455911 HP FIN DONG QUAI 100 Herbal Plus 3 8 455211 HP FIN SAW PALMETTO 100 Herbal Plus 3 9 456911 HP FIN CAYENNE 100 Herbal Plus 3 10 466911 HP FIN CENTELLIN 90 Herbal Plus 3 11 456411 HP FIN CHLOROPHYL 100 Herbal Plus 3 12 466811 HP FIN CITRIN 90 Herbal Plus 3 13 455711 HP FIN CRANBERRY FRUIT 100 Herbal Plus 3 14 468211 HP FIN CURCUMINOIDS 90 Herbal Plus 3 15 457811 HP FIN DANDELION ROOT 100 Herbal Plus 3 16 455911 HP FIN DONG QUAI 100 Herbal Plus 3 17 430011 HP FIN DEVILS CLAW 90 Herbal Plus 3 18 414211 NFIN ECHINACEA PURPUREA 90 Herbal Plus 3 19 457711 HP FIN ECHINACEA 100 Herbal Plus 3 20 457721 HP FING ECHINACA VALUE SIZE 200 Herbal Plus 3 21 468011 HP FIN ECHINA/GOLDENSEAL 100 Herbal Plus 3 22 468021 HP FING GOLDENSEAL/ECHINACA 200 Herbal Plus 3 23 467711 HP FIN EYEBRIGHT 100 Herbal Plus 3 24 457111 HP FIN FEVERFEW 100 Herbal Plus 3 25 467111 HP FIN FO-TI 100 Herbal Plus 3 26 456111 HP FIN GARCINIA CAMBOGIA 100 Herbal Plus 3 27 030711 NAT BR COATED TRIPLE GARLIC 100 Herbal Plus 3 28 030721 NAT BR COATED TRIPLE GARLIC 200 Herbal Plus 3 29 031311 NAT BR GARLIC TRIPLE TBS 100 Herbal Plus 3 30 031321 NB TRIPLE GARLIC 200 200 Herbal Plus 3 31 045111 NB TRIPLE GARLIC PLUS 60 Herbal Plus 3 32 045121 NB TRIPLE GARLIC PLUS 120 Herbal Plus 3 33 490215 ULTIMATE GARLIC-BLST901394 30 Herbal Plus 3 34 490216 ULTIMATE GARLIC-901393 60 Herbal Plus 3 36 036621 NAT BR GARLIC ODORLESS 200 Herbal Plus 3 37 056211 NAT BR GARLIC-PARSLEY CAPS 100 Herbal Plus 3 38 005311 NAT BR GARLIC-PARSLEY TBS 250 Herbal Plus 3 39 036711 NAT BR GARLIC POTENT 1500MG 100 Herbal Plus 3 40 036811 NAT BR GARLIC SUPER CAPS 100 Herbal Plus 4 1 455611 HP FIN GINKGO BILOBA 100 Herbal Plus 4 2 455621 HP FING GINKGO BILOBA VALUE SIZ 200 Herbal Plus 4 3 425311 NAT BR GINKGO BILOBA 50 MG 120 Herbal Plus 4 4 425321 NAT BR GINKGO BILOBA-240 240 Herbal Plus 4 5 421511 NB GINKGO BILOBA PLUS 120 Herbal Plus 4 6 421521 NB GINKGO BILOBA PLUS 240 Herbal Plus 4 7 455311 HP FIN KAVA KAVA 100 Herbal Plus 4 8 455511 HP FIN ST JOHNS WORT 100 Herbal Plus 4 9 459611 HP FIN GINGER 100 Herbal Plus 4 10 456711 HP FIN GOLDENSEAL HERB 100 Herbal Plus 4 11 457611 HP FIN GOLDENSEAL ROOT 100 Herbal Plus 4 12 466211 HP FIN 688 MG GOLDENSEAL 100 Herbal Plus 4 13 457011 HP FIN GOTU KOLA 100 Herbal Plus 4 14 446011 HP FIN GUARANA 100 Herbal Plus 4 15 466311 HP FIN GUGULIPID 90 Herbal Plus 4 16 466711 HP FIN GYMNESYL 60 Herbal Plus 4 17 450511 HP FIN HAWTHORNE 100 Herbal Plus 4 18 456011 HP FIN HORSETAIL RUSH HERB 100 Herbal Plus 4 19 455311 HP FIN KAVA KAVA 100 Herbal Plus 4 20 455321 HP FIN KAVA KAVA VALUE SIZE 200 Herbal Plus 4 21 457511 HP FIN KELP 100 Herbal Plus 4 22 456211 HP FIN KUDZU ROOT 100 Herbal Plus 4 23 455411 HP FIN LICORICE 100 Herbal Plus 4 24 456311 HP FIN MILK THISTLE 100 Herbal Plus 4 25 440511 HP FIN MIATAKE MUSHROOM 100 Herbal Plus 4 26 441011 NFING REISHMUSHROOM 100
21 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------------------------- Herbal Plus 4 27 441311 NFING SHITAKE MUSHROOM 100 Herbal Plus 4 28 468111 HP FIN NETTLE 100 Herbal Plus 4 29 466111 HP FIN PICROLIV 90 Herbal Plus 4 30 451411 HP FIN PSYLLIUM SEED 100 Herbal Plus 4 31 457311 HP FIN PYGEUM 100 Herbal Plus 4 32 455211 HP FIN SAW PALMETTO 100 Herbal Plus 4 33 455221 HP FIN SAW PALMETTO VALUE SIZE 200 Herbal Plus 4 34 456811 HP FIN SPIRULINA 100 Herbal Plus 4 35 447311 HP FIN SUMA 100 Herbal Plus 4 36 457211 HP FIN WILD YAM ROOT 100 Herbal Plus 4 37 457411 HP FIN VALERIAN ROOT 100 Herbal Plus 4 38 467011 HP FIN VITEX 100 Herbal Plus 4 39 459311 HP FIN YUCCA STALK 100 Herbal Plus 4 40 450411 HP FIN ST JOHNS WORT TABLETS 60 Herbal Plus 4 41 450431 HP FIN ST JOHNS WORT TABLETS 120 Herbal Plus 4 42 455511 HP FIN ST JOHNS WORT 100 Herbal Plus 4 43 455521 HP FING ST JOHNS WORT VALUE SIZ 200 Lifestyle 1 786516 HPF LLC HERBAL PF STAGE 2 60 Lifestyle 2 786514 HPF LLC HERBAL PF 60 Lifestyle 3 270753 TRIMEDICA 5HTP #235 60 Lifestyle 4 585940 SN DIET-PHEN 45 Lifestyle 5 496360 SCH PHENCAL 120 (12783) 120 Lifestyle 6 000635 IRW NAT PHEN-SAFE 90 Lifestyle 7 773112 TL DIET FUEL 60-322 60 Lifestyle 8 773113 TL DIET FUEL 120-323 120 Lifestyle 9 522050 TL NO EPH METABOLIFT 661 60 Lifestyle 10 522051 TL NO EPH METABOLIFT 662 120 Lifestyle 11 030998 CT XENADRINE REA-1 120 Lifestyle 12 023809 SS THERMOGENICS PLUS 60 Lifestyle 13 041410 ARP-ULTRA CHROMA W/BIOTROL 90 Lifestyle 14 041400 ARP-ULTRA C.S. PYRUVATE MEN 90 Lifestyle 15 041271 ARP CHROMA SLIM 28-DAY KIT 28 Lifestyle 16 041211 ARP CHROMA SLIM PLUS-RL20412 120 Lifestyle 17 041210 ARP CHROMA SLIM PLUS-RL20400 60 Lifestyle 18 041380 ARP CHROMA SLIM BIOZAN-C 60 Lifestyle 19 041208 ARP CHROMA SLIM PYRUVATE 60 Lifestyle 20 041261 ARP ULTRA CHROMA SLIM 60 Lifestyle 21 041440 ARP-ULTRA C.S. THERMOGENIC 90 Lifestyle 22 041217 ARP CHROMA SLIM-MEN 120 Lifestyle 23 041216 ARP CHROMA SLIM-MEN 60 Lifestyle 24 041430 ARP-CHROMA SLIM CLA-4000 60 Lifestyle 25 041224 ARP ULTRA CITRA LEAN 60 Lifestyle 26 715006 NMAX SUPER DIET MAX 60 Lifestyle 27 715007 NMAX SUPER DIET MAX 90 Lifestyle 28 715009 NMAX SUPER DIET MAX 180 Lifestyle 29 715090 NMAX SUPER DIET MAX FOR MEN 90 Lifestyle 30 715201 NMAX DIET MAX CHITOSAN 250MG 240 Lifestyle 31 715210 NMAX-THIN-THIN 30 Lifestyle 32 433061 PEP DIET PEP REF 60 Lifestyle 33 433104 PEP ULTRA DIET PEP REF 60 Lifestyle 34 433105 PEP ULTRA DIET PEP 120 Lifestyle 35 433069 PEP NO EPH ULTRA DIET 2000 60 Lifestyle 36 000616 IRW NAT SYSTEM SIX-MEN 60 Lifestyle 37 000618 IRW NAT SYSTEM SIX 60 Lifestyle 38 000619 IRW NAT SYSTEM SIX 120 Lifestyle 39 532117 BODY PYRUVABURN DAYTIME 9024 60 Lifestyle 40 532119 BODY PYRUVABURN PM 9025 60 Lifestyle 41 532125 BODY THERMOPHEN 120 9039 120 Lifestyle 42 023809 SS THERMOGENICS PLUS 60 Lifestyle 43 023807 SS METABOLICS PLUS PANCREATIC 60 Lifestyle 44 023808 SS LIPOLYTICS PLUS VASCULAR 60 Lifestyle 45 400711 ONAT FAT FIGHTER 120
22 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------------- Lifestyle 46 399512 DW THERMO MAX 90 Lifestyle 47 399514 DW ZERO FAT 90 Lifestyle 48 399508 WM DW LIPOSTAT FAT BINDER 90 Lifestyle 49 399513 DW CLEANSING DIET 7-DAY 7 Lifestyle 50 053509 AL CHROMA BURN 60 Lifestyle 51 053557 AL SUPER FAT BURNER THERMO 40 Lifestyle 52 053558 AL SUPER FAT BURNER LIPO 40 Lifestyle 53 053539 AL SUPER FAT BURNER &BROMELAI 60 Lifestyle 54 053537 AL FAT BURNER 120 Lifestyle 55 053578 AL ULTRA FAT BURNER 60 Lifestyle 56 053559 AL SUPER FIT BURNER 60 Lifestyle 57 053560 AL SUPER FIT BURNERS 120 Lifestyle 58 053576 AL TONA LEAN 60 Lifestyle 59 317911 GNN GUARANA DIET 90 Lifestyle 60 544185 NAT TONALIN 1000-CLA 60 Lifestyle 61 544159 NAT CITRIMAX + W/CHRMATE-130 90 Lifestyle 62 320621 CC BAHAMIAN DIET 19 Nat Herb 1 465711 HP ECHINAGEL 30 Nat Herb 2 465511 HP PARTHENOGEL 30 Nat Herb 3 461611 HP GINKGOGEL 30 Nat Herb 4 465611 HP GINSAGEL 30 Nat Herb 5 468311 HP HYDRASTAGEL 30 Nat Herb 6 468811 HP KAVAGEL 30 Nat Herb 7 465911 HP PALMETTOGEL 30 Nat Herb 8 468411 HP THISTLEGEL 30 Nat Herb 9 467511 HP ST JOHNS WORT 30 Nat Herb 10 465811 HP VALEREGEL 30 Nat Herb 11 254615 NH ECHIN ANGUSTIFOLIA-309 100 Nat Herb 12 254582 NH ORG ECHINACEA ROOT-325 100 Nat Herb 13 254547 NH ECHIN POWER-1166 60 Nat Herb 14 257397 NH ECHINACEA/VITAMIN C-114 100 Nat Herb 15 254529 NH ECHINACEA GOLDNSL CMBO-115 100 Nat Herb 16 257398 NH ECHINACEA PWR (SUPER)-1130 60 Nat Herb 17 254690 NH ECHN-GOLDNSL SUPER-7115 250 Nat Herb 18 257396 NH ECHINACEA/GLDNSL PWR-1131 60 Nat Herb 19 257421 NH ELDRBRY ECHIN GLDNSL 116 100 Nat Herb 20 257416 NH ELDERBERRY FLOWERS-313 100 Nat Herb 21 254127 NH KAVA KAVA ROOT 264 100 Nat Herb 22 257422 NH KAVA KAVA PWR 1161 30 Nat Herb 23 254592 NH GINGER ROOT-245 100 Nat Herb 24 257359 NH GINKGO PHYTOSOME-41385 60 Nat Herb 25 254620 NH GINKGO POWER ECON-51385 50 Nat Herb 26 257341 NH GINKGO POWER SUPER-71385 150 Nat Herb 27 254899 NH GINSENG, SIBERIAN-250 50 Nat Herb 28 254625 NH GINSENG SARSAPARILLA-127 100 Nat Herb 29 254596 NH GOLDNSL HERB-255 100 Nat Herb 30 254594 NH GOLDNSL ROOT-257 50 Nat Herb 31 254595 NH GOLDNSL ROOT-256 100 Nat Herb 32 257331 NH GLDNSEAL ROOT EXT-2329 2 Nat Herb 33 257416 NH NETTLE POWER-1176 30 Nat Herb 34 254687 NH PYGEUM POWER-1261 60 Nat Herb 35 254803 NH SAW PALMETTO-276 100 Nat Herb 36 257391 NH SAW PALMETTO ###-###-#### 250 Nat Herb 37 254124 NH SAW PALMETTO PWR 320 30 Nat Herb 38 254585 NH SILICA POWER-1273 60 Nat Herb 39 254120 NH ST JOHN'S POWER 3% 90 Nat Herb 40 254125 NH ST JOHN'S PWR .3% 180 Nat Herb 41 254586 NH STRESS RELEASE-1270 60 Nat Herb 42 254603 NH VALERIAN ROOT-289 100 Nat Herb 43 257401 NH CAT'S CLAW-227 50 Nat Herb 44 254696 NH CAYENNE SUPER-7222 250 Nat Herb 45 254697 NH CHARCOAL-234 100 23
Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------- Nat Herb 46 257393 NH CHLORELLA BETTER-310 100 Nat Herb 47 257399 NH CRANBERRY FRUIT-228 100 Nat Herb 48 254577 NH CRNBRY EXT-230 100 Nat Herb 49 254578 NH DAMIANA-240 100 Nat Herb 50 254694 NH ALOE VERA INNER LEAF-204 100 Nat Herb 51 254536 NH BILBERRY POWER-1155 60 Nat Herb 52 254537 NH BRONCEASE-1105 60 Nat Herb 53 254573 NH CASCARA SAGRADA-226 100 Nat Herb 54 257301 NH HAWTHORN FLWR, LEAVE-261 100 Nat Herb 55 254627 NH EYEBRIGHT-308 100 Nat Herb 56 254583 NH FEVERFEW-246 100 Nat Herb 57 254568 NH MILK THISTLE POWER-1260 50 Nat Way 1 267705 LP KIRA 45 Nat Way 2 410618 CHAT HARMONEX 30 CAPS 30 Nat Way 3 777822 AMF BLACK COHOSH 60 Nat Way 4 544182 NAT KAVATROL 30 Nat Way 5 090839 ENZ THRPY REMIFEMIN 120 Nat Way 6 777821 AMF ESTROVEN 30 Nat Way 7 023860 NOVOGEN PROMENSIL 30 Nat Way 8 820012 BO ORG ECHINAGOLD 2 Nat Way 9 891215 BO ECHINACEA 1 Nat Way 10 885183 BO KAVA KAVA LIQUID 1 Nat Way 11 403511 NW ECHINACEA-12400 100 Nat Way 12 402032 NW ECHINACEA-12408 180 Nat Way 13 402048 NW ECHINACEA RT CMPLX-17350 100 Nat Way 14 706917 NW ECHINACEA/ESTER C-417 100 Nat Way 15 403521 NW ECHINACEA COMBO-415 100 Nat Way 16 706957 NW ECHINACEA STDIZED 60 Nat Way 17 706923 NW ECHINAGUARD-3520 2 Nat Way 18 706922 NW ECHINAGUARD-3530 3 Nat Way 19 490218 NW GINKGOLD 60MG 50'S-6725 50 Nat Way 20 490219 NW GINKGOLD 60MG 100'S-6735 100 Nat Way 21 706947 NW GINKO BILOBA STDIZED 60 Nat Way 22 706929 NW-NOURMINS 60'S 60 Nat Way 23 706951 NW KAVA STDIZED 60 Nat Way 24 706955 NW KAVA KAVA EXTRACT 2 Nat Way 25 706925 NW-ST JOHN'S WORT 100 Nat Way 26 706943 NW ST JOHNS WORT 63000 90 Nat Way 27 706954 NW ST JOHN'S WORT EXTRACT 2 Nat Way 28 705711 NW GINGER ROOT-13100 100 Nat Way 29 402034 NW GINGER ROOT-13108 180 Nat Way 30 402035 NW SIBERIAN GINSENG-13508 180 Nat Way 31 402045 NW GOLDEN SEAL ROOT-13900 50 Nat Way 32 404511 NW GOLDEN SEAL ROOT-13800 100 Nat Way 33 404411 NW GOLDEN SEAL HERB-13700 100 Nat Way 34 402036 NW GOLDEN SEAL HERB-13708 180 Nat Way 35 452411 NW NETTLE-15150 100 Nat Way 36 706952 NW MILK THISTLE STDIZED 60 Nat Way 37 706949 NW PYGEUM STDIZED 60 Nat Way 38 706945 NW PROSTACTIVE SAW PALMET 30 Nat Way 39 706953 NW SAW PALMETTO STDIZED 60 Nat Way 40 490213 NW SAW PALMETTO BERRIES-16758 180 Nat Way 41 468511 NW ALFALFA LEAVE-10100 100 Nat Way 42 454511 NW ALEOLAX-900 100 Nat Way 43 454811 NW ASTRAGALUS RT-10180 100 Nat Way 44 704711 NW BARLEY GRASS-10250 100 Nat Way 45 706946 NW BILBERRY STANDARDIZED 90 Nat Way 46 402011 NW BLK COHOSH RT-10500 100 Nat Way 47 704811 NW BUTCHERS BROOM-11250 100 Nat Way 48 402030 NW CASCARA SAGRADA-11308 180 Nat Way 49 460211 NW CAYENNE PEPPER-11500 100 Nat Way 50 408811 NW CHARCOAL 280MG-2070 100
24 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------------- Nat Way 51 402911 NW CHICKWEED HERB-11800 100 Nat Way 52 449511 NW CRANBERRY-12150 100 Nat Way 53 706956 NW CRANBERRY STDIZED 100 Nat Way 54 403211 NW DAMIANA LEAVES-12200 100 Nat Way 55 403311 NW DANDELION ROOT-12300 100 Nat Way 56 455132 NW DONG QUAI RT-12380 100 Nat Way 57 443811 NW FENUGREEK SD-12800 100 Nat Way 58 414111 NW FEVERFEW-12850 100 Nat Way 59 442411 NW NORWEGIAN KELP-14500 100 Nat Way 60 443111 NW SASPARILLA RT-16700 100 Nat Way 61 453211 NW SLPPRY ELM BRK-17100 100 Nat Way 62 453311 NW SPIRULINA-17200 100 Nat Way 63 455133 NW THISILYN-06958 100 Nat Way 64 406611 NW VALERIAN ROOT-17700 100 Nat Way 65 402040 NW VALERIAN ROOT-17708 180 Nat Way 66 706950 NW VALERIAN STDIZED 90 Nat. Remedies 1 092513 NAT BR PAPAYA ENZYME TBS PM 100 Nat. Remedies 2 092523 NAT BR PAPAYA ENZYME TBS 250 Nat. Remedies 3 092533 NAT BR PAPAYA ENZYME TBS PM 600 Nat. Remedies 4 086011 NAT BR APPLE PECTIN 100 Nat. Remedies 5 428211 NAT BR BROMALAN 100 Nat. Remedies 6 253814 NAT BR BETAINE HYDROCHLORIDE 100 Nat. Remedies 7 004311 NAT BR ENZYME DIGESTANT TABS 100 Nat. Remedies 8 432911 NB MULI-ENZYME 90 Nat. Remedies 9 390411 HP LIVERHEALTH 30 Nat. Remedies 10 422311 NB CITRUS PECTIN 60 Nat. Remedies 11 432611 NB LACTASE 90 Nat. Remedies 12 085811 NAT BR MILK DIGESTANT TBS 250 Nat. Remedies 13 433711 NB PARA ESSENTIALS 60 Nat. Remedies 14 365942 NAT BRAND POMEGRANATE 8 Nat. Remedies 15 089531 NB ACIDOPHILOS W/OUT FOS 60 Nat. Remedies 16 089521 NB CHEW ACIDPHL JUNIOR GRAPE 120 Nat. Remedies 17 088512 NB ULTRA ACIDOLPHILUS 90 Nat. Remedies 18 021311 NAT BR ACIDOPHILUS MEGA 90 Nat. Remedies 19 020511 NAT BR ACIDOPHILUS CAPS POTEN 100 Nat. Remedies 20 020615 NAT BR ACIDOPHILUS PLUS DATED 100 Nat. Remedies 21 020625 NAT BR ACIDOPHILUS PLUS DATED 250 Nat. Remedies 22 365941 NB LIQ ACID BLACK CHERRY 16 Nat. Remedies 23 365940 NB LIQUID ACIDOLPHILUS PAPAYA 16 Nat. Remedies 24 460611 NB FOS CAPS 100 Nat. Remedies 25 089511 KYO DOPHILUS 90 CP-600-49 90 Nat. Remedies 26 886411 NN NOW PRO BIOTICS 60 Nat. Remedies 27 420811 NB DHA ALGAL DERIVED 30 Nat. Remedies 28 422411 NB QUOITIENT 120 Nat. Remedies 29 265411 NB FLAX SEED OIL 90 Nat. Remedies 30 265421 NB FLAX SEED OIL CAPS 180 Nat. Remedies 31 081301 NB FLAX SEEDS 15 Nat. Remedies 32 081362 NB FLAX SEED OIL 8 Nat. Remedies 33 265511 NB BORAGE OIL 90 Nat. Remedies 34 081360 NB BORAGE OIL 2 Nat. Remedies 35 265211 NB EVENING PRIMROSE OIL 90 Nat. Remedies 36 081361 NB EVENING PRIMROSS OIL 2 Nat. Remedies 37 069111 GNC ALOE VERA CAPSULES 5000 M 100 Nat. Remedies 38 446311 NB OLIVE LEAF EXTRACT 90 Nat. Remedies 39 003111 NAT BR HERBAL DIURETIC TBS 100 Nat. Remedies 40 430311 GNC CRANBERRY JUICE CONCENTRA 100 Nat. Remedies 41 365848 NB CRANBERRY CONCENTRATE 8 Nat. Remedies 42 420311 NB BLACK CHERRY CONCENTRATE 60 Nat. Remedies 43 365892 NB BLACKCHERRY CONCENTRATE 8 Nat. Remedies 44 427911 NB ELDERBERRY 60 Nat. Remedies 45 365843 NB ELDERBERRY EXTRACT 4 Nat. Remedies 46 001411 NAT BR GREEN TEA EXTRACT 100
25 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ---------------------------------------------------------------------------------- Nat. Remedies 47 446211 NB ULTRA ACTIVIN 60 Nat. Remedies 48 423411 NB MALIC ACID 120 Nat. Remedies 49 425811 NB MALIC ACID 60 Nat. Remedies 50 079022 NB CHARCOAL CAPS 100 Nat. Remedies 51 420610 NB BREATH RELIEF 50-CT 50 Nat. Remedies 52 420611 GNC BREATH RELIEF 150 Nat. Remedies 53 023111 NB TRIPLE CHLOROPHYLL 100 Nat. Remedies 54 460011 ULTRA COLON KIT 120 Nat. Remedies 55 024011 NAT BR PSYLLIUM SD HUSK CPS 90 Nat. Remedies 56 015812 NAT BR HERBAL LAXATIVE 120 Nat. Remedies 57 092811 NB WHEAT BRAN TABS 1000 MG 100 Nat. Remedies 57 462111 NB COLON GUARD 120 Nat. Remedies 58 007511 NAT BR OAT BRAN 1000MG TBS 90 Nat. Remedies 59 317021 GNC COLON PURE 12 Nat. Remedies 60 317011 GNC COLON PURE 24 Nat. Remedies 61 317031 GNC CITRUS COLON PURE 12 Nat. Remedies 62 317032 NB CITRUS COLON PURE 24 Nat. Remedies 63 129711 GNC CARTICIN SHARK CART 10 Nat. Remedies 64 000211 NB COATED SHARK CARTILAGE 90 Nat. Remedies 65 002411 NB SHARK CARTILAGE 90 Nat. Remedies 66 002421 NB SHARK CARTILAGE 180 Nat. Remedies 67 001211 NB SHARK CARTILAGE POWDER 7 Nat. Remedies 67 440911 NB SHARK LIVER OIL 100 Nat. Remedies 68 007611 HP SHARK CARTILAGE 60 Nat. Remedies 69 428511 NB BOVINE CARTILAGE 90 Nat. Remedies 70 023810 LIVERITE 60 Nat. Remedies 71 433101 PEP HMS COLON CLENZ 60CT 60 Nat. Remedies 72 076828 4 HI SUPER CLEANSE 100 Nat. Remedies 73 076831 4 HI AM/PM ULTIMATE CLEANSE 120 Nat. Remedies 74 076830 4 HI MULTI PLUS 150 Nat. Remedies 75 076832 4 HI REZYME 150 Nat. Remedies 76 076834 4 HI CANDISTROY 120 Nat. Remedies 77 037491 HP COLON CLEANSE SUPER 240 Nat. Remedies 78 461311 HP COLON CARE 60 Nat. Remedies 79 057915 MDP SWISS KRISS TB LAXATIVE 120 Nat. Remedies 80 058611 MDP SWISS KRISS TABS 250 Nat. Remedies 81 365921 NA HERBAL LAX TABS 180 Nat. Remedies 82 365920 NA COLON COND TABS 250 Nat. Remedies 83 365923 NA COLON COND PWDR 14 Nat. Remedies 84 037411 HP COLON CLEANSE 12 Nat. Remedies 85 037511 HP COLON CLEANSE ORNG 12 Nat. Remedies 86 081334 HFS FIPRO FLAX 15 Nat. Remedies 87 891225 BO SHARK CART ENTERIC COATE 100 Nat. Remedies 88 031929 BO FLAX SEED OIL CAPSULE 90 Nat. Remedies 89 030418 PHX-TEGREEN 97 60 Opt Energy 1 276311 OPTIBOLIC X-PHEDRA ENEGEL 90 Opt Energy 2 260611 OPT NO EPH ENERGEL 60 Opt Energy 3 260621 OPT NO EPH ENERGEL 120 Opt Energy 4 262111 OPT ENERGY PAK 30 Opt Energy 5 262611 OPT ENERGIZER 60 Opt Energy 6 262211 OPT GUARANA RUSH 60 Opt Energy 7 410311 OPT SUPER GUARANA 90 Opt Energy 8 262311 OPT EXT STR HERBAL RUSH 60 Opt Energy 9 262321 OPT XTRA STRENGHT HERBAL RUSH 120 Opt Energy 10 260911 OPT VITA RUSH 60 Opt Energy 11 261911 OPT GINSENG RUSH 60 Opt Energy 12 261311 OPT MEN'S ENERGY 60 Opt Energy 13 261411 OPT WOMEN'S ENERGY 60 Opt Energy 14 275111 OPTIBOLIC CIWUJIA 90 Opt Energy 15 274311 OPTIBOLIC CIWUJA/TIMED RELEAS 60 Opt Energy 16 414311 OE GINSENG TOTAL 30 Opt Energy 17 492828 OPTIBOLIC ENERGUM 10
26 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - ------------------------------------------------------------------------------------ Opt Energy 18 410023 PHAR GINKOBA 72 Opt Energy 19 030419 PHX-BIO GINKGO 27/7 60 Opt Energy 20 053554 AL SUP GINGKO BILOBAPLUS 50 Opt Energy 21 710011 LL GINKGO 1000 60 Opt Energy 22 000627 IRW NAT GINKGO SMART 100 Opt Energy 23 490219 NW GINKGOLD 60MG 100'S-6735 100 Opt Energy 24 532136 BODY LONGEVITY CEREBROGAIN 30 Opt Energy 25 356111 GNC PROGRAM IBF 30 Opt Energy 26 963874 GNN SHARP EDGE 120 Opt Energy 27 777827 AMF GINKO PLUS 60 Opt Energy 28 399515 DW-GINEXIN REMIND 36 Opt Energy 29 063311 HP GINKGO BILOBA FORMULA 30 Opt Energy 30 747611 PP X-S CO Q 10 70 Opt Energy 31 733218 HP COQ10 50MG 60 Opt Energy 32 049290 PHL ENDUROX-EN010036 60 Opt Energy 33 049292 PHL ENDUROX EXCEL 60 Opt Energy 34 049293 PHL ENDUROX-PROHEART 60 Opt Energy 35 963852 HIGH SPIRITS 60 Opt Energy 36 762311 PP TP1 INCREASED ENERGY 210 Opt Energy 37 761211 PP SH TR CIWUJIA 50 Opt Energy 38 786531 HPF SENERGY 120 Opt Energy 39 000637 IN SYSTEM 6 6WAY ENERGY MH 60 Opt Energy 40 000638 IN SYSTEM 6 6-WAY ENERGY 60 Opt Energy 41 433107 PEP-ORIGINAL PEP-30 30 Opt Energy 42 433108 PEP-ORIGINAL PEP-60 60 Opt Energy 43 433110 PEP SUPER PEP 60 Opt Energy 44 433100 PEP ULTRA DIET PEP 60 Opt Energy 45 433057 PEP BRAIN 60SIZE 60 Opt Energy 46 399501 WM HI-ENER-G 30 CPS 30 Opt Energy 47 399538 WM HI-ENER-G BONUS PACK 40 Opt Energy 48 891211 BO SUP GUARANA-1000 MG 30 Opt Energy 49 891221 BO SUP GUARANA-1000MG 90 Opt Energy 50 433106 PEP EXTRA STRENGTH GUARANA 60 Opt Energy 51 411411 UPTIME 30 Opt Energy 52 411421 UPTIME 60 Opt Energy 53 714710 LL MEGA SUPER CHARGE REF 45 Opt Energy 54 714611 LL POWER TIME 60 Opt Energy 55 082511 HFS ROCKET FUEL 1 Opt Energy 56 919021 PLAB VITALER 100 CT 100 Opt Energy 57 041321 ARP-ENERGIA 250 60 Opt Energy 58 395041 HS UP YOUR GAS 30'S TBS 30 Opt Energy 59 392863 HS UP YOUR GAS 60 Opt Energy 60 395022 HS RAZOR CUTS 90 Opt Energy 61 548605 MN SUP PURE ENRGY 60 Opt Energy 62 049294 PHL PROSOL 45 Opt. Diet 1 932511 OPT SYSTEM LF 14 Opt. Diet 2 932611 OPT PYRU-PHEN VP 14 Opt. Diet 3 264811 OPT CHITOSAN 120 Opt. Diet 4 264821 OPT CHITOSAN 500MG 250 Opt. Diet 5 267411 OPT 2 STRGTH CHITOSAN PLUS 120 Opt. Diet 6 041415 OD-BIOTROL 60 Opt. Diet 7 271911 OPT CLA 1000MG 50 Opt. Diet 8 238511 OPT-X-PHEDRA WITH CLA 60 Opt. Diet 9 274211 OPT PYRUVATE 750MG 60 Opt. Diet 10 353911 OPT WATER PILL 50 Opt. Diet 11 353921 OPT WATER PILL 100 Opt. Diet 12 354111 OPT ULTRA WATER PILL 50 Opt. Diet 13 354121 OPT ULTRA WATER PILL 100 Opt. Diet 14 354411 OPT SYNEPHERINE-4 60 Opt. Diet 15 274011 OPT PEPTIDE FM 250MG 90 Opt. Diet 16 354911 OPT NO EPH DIET GEL 60 Opt. Diet 17 354921 OPT NO EPH DIET GEL 120
27 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item# Description Size - ------------------------------------------------------------------------------- Opt. Diet 18 348011 OPT DIETGEL W/SYNEPHERINE 60 Opt. Diet 19 276111 OPT KETO-THERM 90 Opt. Diet 20 354611 OPTIBOLIC CITRIMAX 90 Opt. Diet 21 354711 OPTIBOLIC CITRIMAX PLUS CHROM 90 Opt. Diet 22 275811 OPT OPTIMAX REFORM 60 Opt. Diet 23 263211 OPT THERMOGENIC FORMULA 60 Opt. Diet 24 353811 OPT CHROMIUM PICOLINATE PLUS 90 Opt. Diet 25 353011 OPT BTL W/BETA CAROTENE 14DAY Opt. Diet 26 353021 OPT BOTTLE PAK 30DAY Opt. Diet 27 762925 OPT-MEAL REPLACEMENT-CHOCOLAT 504 Opt. Diet 28 762920 OPT-MEAL REPLACEMENT-VANILLA 504 Opt. Diet 29 267600 OD-DIETERS TEA-NAT LEMON 30 Opt. Diet 30 267610 OD-DIETERS TEA-CINNEMON 30 Pro Perf 1 1 677811 PP CREATINE 120 Pro Perf 1 2 750911 PP CHEW CREAT ORANGE 40 Pro Perf 1 3 750711 PP CHEW CREAT LLIME 40 Pro Perf 1 4 677711 PRO-CREATINE POWDER 4 Pro Perf 1 5 677722 PP CREATINE-8.8 9 Pro Perf 1 6 677732 PP CREATINE-454 454 Pro Perf 1 7 677745 PP CREATINE POWDER 1KG 1000 Pro Perf 1 8 677751 PP CREATINE PLUS 200 200 Pro Perf 1 9 677755 PP CREATINE PLUS 350 350 Pro Perf 1 10 756311 PP GLTMN AKG CREATINE 120 Pro Perf 1 11 756511 PP CLA CREATINE 90 Pro Perf 1 12 653690 PP CREATINE PLUS TRANS 1080 Pro Perf 1 13 653693 PP CREATINE TRANSPORT-GRAPE 1080 Pro Perf 1 14 767311 PP SOLUTINE 16 Pro Perf 1 15 350395 PP CRTN PAKS 6GM 42 Pro Perf 1 16 726111 PP PRO CHROME 100 Pro Perf 1 17 726121 PP PRO CHROME 200 Pro Perf 1 18 728111 PP PRO CHROME II 30 Pro Perf 1 19 728121 PP PRO CHROME II 60 Pro Perf 1 20 679111 PP CUTTING ADVANTAGE 120 Pro Perf 1 21 753911 PP SPECIAL FORCES 60 Pro Perf 1 22 674411 PP DHEA 30 Pro Perf 1 23 760011 PP EPA-DHA 500MG 60 Pro Perf 1 24 763111 PP NAC 600MG 30 Pro Perf 1 25 677911 PP WATER BALANCE 100 Pro Perf 1 26 747011 PP ARGENTINE RAW LIVER 100 Pro Perf 1 27 747021 PP ARGENTINE RAW LIVER 250 Pro Perf 1 28 350392 PP INST EGG PROTEIN VAN 24 Pro Perf 1 29 350393 PP INST EGG PROTEIN CHOC 24 Pro Perf 1 30 350394 PP EGG WHITE SUPREME 24 Pro Perf 1 31 350390 PP BEEF PROTEIN 24 Pro Perf 1 32 350391 PP VEGTABLE PROTEIN 24 Pro Perf 1 33 743612 PP REF CUTTING ADV CHOCOLATE 2 Pro Perf 1 34 743712 PP REF CUTTING ADV VANILLA 2 Pro Perf 2 1 884561 PP PYRUVATE 750MG 60 Pro Perf 2 2 884562 PP PYRUVATE 750MG 120 Pro Perf 2 3 090946 PP CLA 90 Pro Perf 2 4 752811 PP HMB 120 Pro Perf 2 5 765811 PP HMB-240 240 Pro Perf 2 6 765411 PP PRO-RIPPED PLUS 60 Pro Perf 2 7 765911 PP PHOSPHATIDYLSORING 30 Pro Perf 2 8 747811 PP VANADYL SULFATE 150 Pro Perf 2 9 765611 PP VANADYL PLUS 180 Pro Perf 2 10 764411 PP VANADYL-PYRUVATE 120 Pro Perf 2 11 750511 PP GLUCOSAMINE 60 Pro Perf 2 12 762111 PP-KETO-THERM 30 Pro Perf 2 13 747611 PP X-S CO Q 10 70 Pro Perf 2 14 654031 PP-TRANS NEURO 390 390
28 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------------------------- Pro Perf 2 15 762311 PP TP1 INCREASED ENERGY 210 Pro Perf 2 16 760811 PP TP-1 D-RIBOSE 30 Pro Perf 2 17 766311 PP TP-2 EXERCISE ENRGY-DCA 60 Pro Perf 2 18 761311 PP TP2 XPHEDRA W/CLA 60 Pro Perf 2 19 759811 PP TP3 ANTIOXIDANT 50 Pro Perf 2 20 761411 PP TP3 JOINT ANTINFLAM 60 Pro Perf 2 21 765211 PP GLYCOGEN ADVANTAGE 60 Pro Perf 2 22 760911 PP SH TRIBULUS 625 50 Pro Perf 2 23 763311 PP TRIBULIVER PROTECT 45 Pro Perf 2 24 763911 PP-CHRYSIN 60 Pro Perf 2 25 761011 PP SH METAFLEX 50 Pro Perf 2 26 767511 PP-SH-X-PHEDRA 60 Pro Perf 2 27 300000 PP PRO CITRUS 900 Pro Perf 2 28 761911 PP PRO FRUIT PUNCH 900 Pro Perf 2 29 761111 PP WS PROTEIN SUPPORT 454 Pro Perf 2 30 090938 PP PRO RX CHOCOLATE 24 Pro Perf 2 31 090939 PP PRO RX VANILLA 24 Pro Perf 2 32 090902 PP-PRO-RX-STRAWBERRY 24 Pro Perf 3 1 752511 PP AMINO 1000 60 Pro Perf 3 2 752521 PP AMINO 1000 120 Pro Perf 3 3 752611 PP AMINO GOLD 1000 60 Pro Perf 3 4 677211 PP BCAA SOFT GEL 120 Pro Perf 3 5 677221 PP BCAA 250 Pro Perf 3 6 350772 PP PRO AMINO 1850 LQ 16 Pro Perf 3 7 350773 PP 1850 LIQUID 32 Pro Perf 3 8 763211 PP AMINOGEN 90 Pro Perf 3 9 760411 PP L-CARNITINE 500MG 60 Pro Perf 3 10 350752 PP LIQ L CARNITINE 16 Pro Perf 3 11 743211 PP L-GLUTAMINE 90 Pro Perf 3 12 763511 PP-GLUTAMINE PETTIDE 60 Pro Perf 3 13 767111 PP GLUTAMINE POWDER 454 Pro Perf 3 14 750311 PP L-ARGININE 60 Pro Perf 3 15 750411 PP L-ORNITHINE 60 Pro Perf 3 16 760611 PP L-ARGININE & L-ORNITHINE 60 Pro Perf 3 17 761711 PP TYROSINE 1GM 60 Pro Perf 3 18 762011 PP TYROSINE SYNEPHRINE 60 Pro Perf 3 19 726411 PP STEROL COMPLETE REFORM 90 Pro Perf 3 20 350775 PP MCT PLAIN 16 Pro Perf 3 21 658715 PP WHEY PROTEIN-ORIGINAL 24 Pro Perf 3 22 658735 PP WHEY MANDARIN ORANGE 24 Pro Perf 3 23 658737 PP WHEY NO ASP MANDARIN 903 Pro Perf 3 24 658705 PP WHEY CONCENTRATE CHOC 470 Pro Perf 3 25 658710 PP WHEY CONCENTRATE VANILLA 460 Pro Perf 3 26 658100 PRO-TRIPLE WHEY-CHOCOLATE 42 Pro Perf 3 27 658110 PRO-TRIPLE WHEY-VANILLA 425 Pro Perf 3 28 350402 PP EGG & WHEY NATURAL-CHOC 2 Pro Perf 3 29 350401 PP EGG & WHEY NATURAL-VAN 2 Pro Perf 3 30 350405 PP WHEY & SOY NATURAL-CHOC 2 Pro Perf 3 31 350406 PP WHEY & SOY NATURAL-VAN 2 Pro Perf 3 32 350412 PP EGG & SOY CHOCOLATE 2 Pro Perf 3 33 350413 PP EGG & SOY VANILLA 2 Pro Perf 3 34 748931 PP ADV PROT PWDR CHOC 16 Pro Perf 3 35 747131 PP ADV PROT PWD VANILLA 16 Pro Perf 3 36 747141 PP ADV PROT BANANA 1 Pro Perf 3 37 932811 PP TP BODY BUILDING KIT 1 Pro Perf 4 1 659411 PP 1850 CHOCOLATE 4 Pro Perf 4 2 659311 PP 1850 VANILLA 4 Pro Perf 4 3 659430 PP 1850 CHOC CHOC CHIP 4 Pro Perf 4 4 659722 PP 1850 STRW/BANANA 4 Pro Perf 4 5 659711 PP 1850 WT GN BANANA SPLIT 4 Pro Perf 4 6 090936 PP PHOSPHAMASS CHOC 3
29 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
Section Position Item # Description Size - -------------------------------------------------------------------------------------------- Pro Perf 4 7 090937 PP PHOSPHAMASS VAN 3 Pro Perf 4 8 350716 PP PRO STUFF CHOC 3 Pro Perf 4 9 659319 PP 1850 TRIAL VANILLA 1 Pro Perf 4 10 659419 PP 1850 TRIAL CHOCOLATE 1 Pro Perf 4 11 658221 PP 2200 CHOC TRIAL 1 Pro Perf 4 12 658522 PP 2200 CREAM TRAIL 1 Pro Perf 4 13 658549 PP 2200 TR BLK CHERRY 1 Pro Perf 4 14 658211 PP 2200 GOLD CHOC 6 Pro Perf 4 15 658511 PP 2200 GOLD VAN 6 Pro Perf 4 16 659421 PP 1850 CHOCOLATE 8 Pro Perf 4 17 659321 PP 1850 VANILLA 8 Pro Perf 4 18 659742 PP 1850 CHOC/CHOC CHIP 8 Pro Perf 4 19 659521 PP 1850 WILD BERRY 8 Soy 1 420211 NB SOY ISOFLAVONES 90 Soy 2 434711 NB SOY PREVENTATIVE 60 Soy 3 710811 NB-ISOFLAVUNES 90 Soy 4 709611 NB GENISTEIN PLUS 60 Soy 5 433511 NB SOYACARE PMS 60 Soy 6 419111 NB SOY ISOFLAVONE/CRANBRY 60 Soy 7 285111 WMNS MONTHLY PHYTOESTROGEN 120 Soy 8 243711 WNS HERBAL BALANCE W/SOY 30 Soy 9 435311 NB PROSTASOY 60 Soy 10 435211 NB CARDIASOY 60 Soy 11 049753 NB SOY PROTEIN VANILLA 16 Soy 12 049752 NB SOY PROTEIN CHOCOLATE 16 Soy 13 049754 NB SOY PROTEIN W/CRANBERRY 16 Soy 14 365950 NAT SOLNS SOY MILK VANILLA 32 Soy 15 365951 NAT SOLNS SOY MILK CHOCOLATE 32 Soy 16 049751 NB SOY PROTEIN BAKING MIX 16 Soy 17 653950 CHAL SOY SOLUTION 16 Soy 18 653955 CHAL SOY SOLU CHOC 566 Soy 19 653945 WMS SPORT SOY POWDER 520 Soy 20 762315 WNS SOY ISOFLAV SOURCE 16 Soy 21 081555 HFS SOY ESSENTIALS 5200 60 Soy 22 777826 AMF SOY MAX 60 Soy 23 966413 MLO GENISOY NATURAL PROTEIN 18 Soy 24 966406 MLO GENISOY VANILLA SHAKE 25 Soy 25 966407 MLO GENISOY CHOCOLATE SHAKE 25 Soy 26 076429 NXT SOY N WHEY VANILLA 1 Soy 27 497065 SCH WOMENS SOY PROTEIN 16 Sports Bars/Drinks 1 1 076872 SPH PROMAX DBL FDG BRW BAR 75 Sports Bars/Drinks 1 2 076869 SPH PROMX CHOC PNT CRN BAR IN 75 Sports Bars/Drinks 1 3 076875 SP PROMAX BAR RASP TRUFFL 75 Sports Bars/Drinks 1 4 076877 SP PRO MAX BAR APPLE PIE 75 Sports Bars/Drinks 1 5 076878 SFI PRO MAX BAR MOCHA 75 Sports Bars/Drinks 1 6 709239 SFI WHITE LIGHT BAR PNT 3 Sports Bars/Drinks 1 7 709238 SFI WHITE LIGHT BAR STRAW 3 Sports Bars/Drinks 1 8 709240 SFI WHITE LIGHT BAR CHOC 3 Sports Bars/Drinks 1 9 201194 MLO PROTEIN 21 CHOC CHOCBR 3 Sports Bars/Drinks 1 10 201193 MLO PROTEIN 21M PNTBTR CHOC 3 Sports Bars/Drinks 1 11 653705 PP CREATINE TRANSPORT 43 Sports Bars/Drinks 1 12 653680 PP CTRN TRANS GRAPE 43 Sports Bars/Drinks 1 13 654045 PP-TRANSNEURO-LEMONLIME 13 Sports Bars/Drinks 1 14 653660 PP PRO-PROTEIN-CHOCOLATE 43 Sports Bars/Drinks 1 15 653670 PP PRO-PROTEIN 43 Sports Bars/Drinks 1 16 289211 ABB CHOC PROTEIN SHAKE 12OZ 12 Sports Bars/Drinks 1 17 289210 ABB SUPER SHAKE VANILLA 12 Sports Bars/Drinks 1 18 289209 ABB SUPER SHAKE STRAWBRY 12 Sports Bars/Drinks 1 19 289245 ABB RIPPED FRTPNCH 18 Sports Bars/Drinks 1 20 289244 ABB RIPPED ORANGE 18 Sports Bars/Drinks 1 21 289259 ABB RIPPED FORCE GRAPE 18
30 Retail Agreement: GNC-RITE AID PLAN-O-GRAM 12/8/98 Exhibit C
UPC Stockcode Long Description - ------------------------------------------------------------- 79319008039 316500 VITASANA TABS 60CT - ------------------------------------------------------------- 7434552403 322148 WDR CREATINE ATP FR PNCH 640GR - ------------------------------------------------------------- 7434550156 301702 WEIDER JW MEGABOLIC PAKS 30DY - ------------------------------------------------------------- 7434552418 322147 WEIDER LEAN PRO PUNCH 500 GR - ------------------------------------------------------------- 7434552394 322145 WEIDER PYRUVATE 500 MG 60 CT - ------------------------------------------------------------- 79650252399 322145 WEIDER PYRUVATE 500 MG 60 CT - ------------------------------------------------------------- 7498000575 398909 Y.L. ST. JOHN'S WORT 50CT - ------------------------------------------------------------- 7498030220 316090 YL ECHINACEA/GOLDENSEAL 50S - ------------------------------------------------------------- 7498030110 316088 YL GINGKO BILOBA 50S - ------------------------------------------------------------- 7498030080 316092 YL GOLDENSEAL 50S - ------------------------------------------------------------- 7498001230 34631 YL MAXIMUM PAK 30 DAY - ------------------------------------------------------------- 7498030545 316093 YL SHARK CARTILAGE 50S - ------------------------------------------------------------- 7498001250 34652 YL STRESS PAK 30 DAY - ------------------------------------------------------------- 7498030090 316091 YOUR LIFE ECHINACEA 50S - ------------------------------------------------------------- 7498030120 316089 YOUR LIFE GINSENG 50S - ------------------------------------------------------------- 4635200199 ###-###-#### YP DLY FIBRE 65MG 180 CPS 0019 - ------------------------------------------------------------- 4635200106 ###-###-#### YP PSYLLIUM HUSK 625MG/180CAPS - ------------------------------------------------------------- 4195401004 516795 ZAND EXT INSURE HERBAL 2 OZ - ------------------------------------------------------------- 38964 NM ESSENTIAL BALANCE 130CT - ------------------------------------------------------------- 4727927 NM BETA CAROT25000IU300CT01782 - -------------------------------------------------------------
Page 13 RETAIL AGREEMENT EXHIBIT E MODIFIED GNC PROPRIETARY SYSTEM* GENERAL NUTRITION CENTERS MODIFIED COMPREHENSIVE SYSTEM General Nutrition Sales Corporation ("GNC") and Rite Aid Corporation ("Rite Aid") have entered into the GNC/Rite Aid Retail Agreement which sets forth the terms and conditions under which Rite Aid may open and operate GNC-General Nutrition Centers ("Businesses") within certain designated retail drug stores owned or operated by Rite Aid ("Stores"). This Modified Comprehensive System contains the requirements applicable to opening and operating the Businesses pursuant to the GNC/Rite Aid Retail Agreement. Exterior Sign Each Store shall have an exterior sign featuring the GNC logo, provided by or approved by GNC, displayed on the exterior facade of the Store in the manner and subject to the provisions set forth in Section VI of the GNC/Rite Aid Retail Agreement. Layout & Design Each Business is to be constructed and maintained in a design and layout provided by or approved by GNC for the Rite Aid-operated Businesses. Fixtures All fixtures used in each Business must be of a type and design approved by or provided by GNC for the Rite Aid-operated Businesses. Architectural Graphics Each Business shall display, in the locations within the Business designated by GNC, architectural graphics, including category signs, lifestyle or other overhead graphics, and on-shelf feature signs which are a part of the then-current architectural graphics package for corporate-owned GNC stores and are approved by or provided by GNC for the Rite Aid-operated Businesses. Proprietary Product Assortment Each Business shall carry the full assortment of GNC Brand Products and Third Party Products set forth in the GNC Plan-o-Gram(s) approved by GNC for the Rite Aid-operated Businesses, including the minimum display quantities specified in the GNC Plan-O-Gram(s). [*] Merchandising Each Business shall adhere to the product assortments and placement and placement of graphic and other display or sales support materials on each shelf in the Business as set forth in the GNC Plan-O-Gram(s) approved by GNC for the Rite Aid-operated Businesses. Promotional Graphics & Merchandising Each Business will display, in the locations within the Business designed by GNC, promotional graphics provided by GNC and merchandise and display promotional products specified by GNC. [*] Customer Service Each Business will be open for business and accessible to customers during the full hours of operation of the Store within which it operates. Rite Aid will provide knowledgeable and courteous customer service in the GNC store through its employees during all hours of store operation and provide dedicated trained employees in the manner and subject to the provision set forth in Section VI of the GNC/Rite Aid Retail Agreement. Appearance The appearance of each Business must be kept clean and appealing to consumers in accordance with, and subject to the provisions of, the GNC/Rite Aid Retail Agreement. Refunds/Exchanges Each Business shall honor refunds and exchanges in accordance with policies established by GNC for all Corporate, Franchise, and Licensed locations. Rain Checks Each Business shall issue and honor rain checks in accordance with policies established by GNC for all Corporate, Franchise, and Licensed locations. * This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission. RETAIL AGREEMENT EXHIBIT F LIST OF PROPRIETARY MARKS EXHIBIT F "GNC" AND RELATED PROPRIETARY MARKS
TRADEMARK CLASS - --------- ----- Big 50 5 Big 100 5 Bio-Remedy 5 *Calcibite 5 Calcium Complete 5 Calcium Plus 5 *Carticin 5 Cell Protector 5 *Challenge 5 *CM Gold 5 *CM System 5 *Competition 1850 5 *Cortileve 5 Creatine Plus 5 *Creatine Plus Transport 5 *DietGel 5 *Energel 5 *Ginseng Gold 5 GNC 5 GNC Live Well 5 GNC Live Well 16 Herbal Plus 5 Mega Men 5 *Mega Teen 5 *Multibite 5 Multi-Mega Minerals 5 Nourishair 5 Optibolic 5 *Plantinum Years 5 *Natural Brand 5 Preventron 5 Preventive Nutrition 5 Pro Performance 5 Solotron 5 System LF 5 *TMG Complete 5 *Trans Neuro 5 Ultra Mega 5
SERVICE MARK CLASS - ----------------------- ----- GNC-General Nutrition Centers 35 GNC-General Nutrition Centers-Live Well 35 *GNC Live Well 35
*APPLICATION PENDING IN USA TRADEMARK OFFICE RETAIL AGREEMENT EXHIBIT G RITE AID'S REPORTING REQUIREMENTS EXHIBIT G TO THE GNC/RITE AID RETAIL AGREEMENT RITE AID'S REPORTING REQUIREMENTS Rite Aid will provide the following data in a electronic format to be determined jointly by Rite Aid and GNC. The frequency of data provision will also be determined jointly by Rite Aid and GNC. Rite Aid will provide GNC with all transactions that involve the sale of any item contained in the GNC Plan-O-Gram and/or sold to a Gold Card customer. The transaction will contain the following data. Item Numbers: Rite Aid item number (not required if GNC item number is available) or GNC item number UPC *Store number Rite Aid store number *Sale date Sale type code At a minimum, sale or return Units Total Units sold or returned Extended sell Excluding discounts Extended discount Extended cost Tender type Gold Card Number Identification number contained on the Gold Card of the customer Rite Rewards Number Number or indicator that this product was purchased using the Rite Reward Card *Register number *Transaction number Store or internet transaction indicator *Used to combine market basket. If other methods are available to accomplish this, GNC will consider them. In addition, Rite Aid will provide a store file containing the following data: Store number Store address RETAIL AGREEMENT EXHIBIT H GNC CONSENT AGREEMENTS AND ORDERS UNITED STATES DISTRICT COURT WESTERN DISTRICT OF PENNSYLVANIA UNITED STATES OF AMERICA, Plaintiff, v. CIV. ACT. NO. 94 0686 GENERAL NUTRITION, INC., a corporation,) Defendant. CONSENT DECREE WHEREAS: Plaintiff, the United States of America, has commenced this action by filing the Complaint herein; defendant has waived service of the Summons and Complaint; the parties have been represented by the attorneys whose names appear hereafter; and the parties have agreed to settlement of this action upon the following terms and conditions, without adjudication of any issue of fact or law and without defendant's admitting liability for any of the matters alleged in the Complaint; THEREFORE, on the joint motion of plaintiff and defendant, it is hereby ORDERED, ADJUDGED, and DECREED as follows: Exhibit 11.34 1. This Court has jurisdiction of the subject matter and of the parties. 2. The Complaint states a claim upon which relief may be granted against the defendants under Sections 5(l), 9, 13(b), and 16(a) of the Federal Trade Commission Act, 15 U.S.C, Sections 45(l), 49, 53 (b), and 56(a). 3. The following definitions shall apply to this decree: "1989 Order" shall mean the Federal Trade Commission ("Commission") Order in FTC Docket No. C-9175, 111 F.T.C. 387, 411-16 (1989), a copy of which is attached herewith as Attachment A and made a part of this Consent Decree. "1970 Order" shall mean the Commission Order in FTC Docket No. C-1517, 75 F.T.C. 529, 536-39 (1969), as modified at 77 F.T.C. 1458, 1458-59 (1970), a copy of which is attached herewith as Attachment B and made a part of this Consent Decree. CIVIL PENALTY 4. Pursuant to Section 5(l) of the Federal Trade Commission Act, 15 U.S.C. Section 45(l), Defendant GENERAL NUTRITION, INC., shall pay a monetary civil penalty of $2.4 million ($2,400,000). Defendant has agreed to deposit this sum into an escrow account; established and managed by Arent Fox Kintner Plotkin & Kahn, within five (5) business days of the Commission's acceptance of an agreement settling the civil penalty actions in F.T.C. Dkt. Nos. C-1517 and D-9175 ("Agreement"). After entry of this Decree, Arent Fox Kintner Plotkin & Kahn shall within three (3) business days transfer this sum from the escrow account to Consent Decree Page 2 of 9 Exhibit 11.35 the U.S. Treasury as a civil penalty. Any interest earned on the escrow principal during the pendency of the escrow shall not accrue to the amount of the civil penalty, but shall be the property of Defendant. If the Decree is not entered within 120 days of the Commission's acceptance of the Agreement, the escrow principal and any interest earned thereon during the pendency of the escrow shall be the property of Defendant. In the event of any default in payment by Defendant to the escrow account, which default continues for ten (10) days beyond the due date of the payment, interest computed pursuant to 28. U.S.C. Section 1961(a) shall accrue from the date of default to the date of payment. INJUNCTION AGAINST ORDER VIOLATIONS 5. Defendant, GENERAL NUTRITION, INC., its successors and assigns, and its officers, agents, representatives and employees, and all persons in active concert or participation with any one or more of them who receive actual notice of this Consent Decree by personal service or otherwise, are hereby enjoined from ever violating, directly or through any corporation, subsidiary, division, or other device, any provision of the 1989 and 1970 Orders. 6. In the event that either the 1989 or the 1970 Order is hereafter modified, defendant's compliance with such Order as so modified shall not be deemed a violation of this injunction. FURTHER ORDER PROVISIONS 7. Defendant, GENERAL NUTRITION, INC., its successors and assigns, and its officers, agents, representatives and employees, Consent Decree Page 3 of 9 Exhibit 11.36 and all persons in active concert or participation with any one or more of them who receive actual notice of this Consent Decree by personal service or otherwise, are hereby enjoined from: (a) Representing, directly or by implication, in connection with the advertising, packaging, labeling, promoting, offering for sale, selling, or distributing of Biotin Hair Care Kit, Biotin Shampoo, Biotin Conditioner, Biotin Vitamins and Minerals for The Hair, Polysorbate 80, or any other substantially similar hair care product ("defendant's product(s)"), that the use of defendant's product(s) will prevent or retard hair loss. For purposes of this Consent Decree, "substantially similar hair care product" shall be defined as any product that is advertised or intended for sale over-the-counter to treat, cure or curtail hair loss and which is of substantially similar composition or possesses substantially similar properties to Biotin Hair Care Kit, Biotin Shampoo, Biotin Conditioner, Biotin Vitamins and Minerals for The Hair, or Polysorbate 80. (b) Representing, directly or by implication, in connection with the advertising, packaging, labeling, promoting, offering for sale, selling, or distributing of any other product or service, that: Consent Decree Page 4 of 9 Exhibit 11.37 (1) the use of the product or service can or will prevent, cure, relieve, reverse, or reduce hair loss; or (2) the use of the product or service can or will promote the growth of hair where hair has already been lost, unless such representation is true and unless, at the time of making such representation, respondent possesses and relies upon competent and reliable scientific evidence that substantiates the representation. For purposes of this Consent Decree, "competent and reliable scientific evidence" shall mean tests, analyses, research, studies, or other evidence based on the expertise of professionals in the relevant area that has been conducted and evaluated in an objective manner by persons qualified to do so, using procedures generally accepted by others in the profession to yield accurate and reliable results. (c) Advertising, packaging, labeling, promoting, offering for sale, selling, or distributing any product that is represented as promoting hair growth or preventing hair loss, unless the product is the subject of an approved new drug application for such purpose under the Federal Food, Drug, and Cosmetic Act, 21 U.S.C, 301 et seq., provided that, this requirement shall not limit the requirements of paragraph 7(a) and (b) herein. Consent Decree Page 5 of 9 Exhibit 11.38 DISTRIBUTION OF THE DECREE 8. GENERAL NUTRITION, INC., shall, within thirty (30) days of the entry of this Consent Decree, provide a copy of this Consent Decree, to each of its officers, directors, agents, and employees having sales, advertising, or policy responsibilities with respect to the subject matter of this Order, secure from each such person a signed statement acknowledging receipt of a copy of this Consent Decree, and shall, within thirty (30) days of complying with this paragraph, serve upon the Commission an affidavit setting forth the fact and manner of its compliance, including the name and title of each person to whom a copy of the Consent Decree has been provided. OTHER CAUSES OF ACTION NOT BARRED 9. This action, and the relief awarded herein, is in addition to and not in lieu of other remedies as may be provided by law, including both civil and criminal remedies. CONTINUING JURISDICTION 10. This Court shall retain jurisdiction of this matter for the purpose of enabling any of the parties to this Consent Decree to apply to the Court at any time for such further orders or directives as may be necessary or appropriate for interpretation or modification of this Consent Decree, for the enforcement of compliance therewith, for the redress of any violations thereof, or for the punishment of any violations thereof. Consent Decree Page 6 of 9 Exhibit 11.39 JUDGMENT IS THEREFORE ENTERED in favor of plaintiff, the United States of America, and against defendant, pursuant to all of the terms and conditions recited above. Dated this 20th day of May, 1994. [ILLEGIBLE] cm: All parties of record MP --------------------------------- United States District Judge The parties, by their respective counsel, hereby consent to the terms and conditions of the Consent Decree as set forth above and consent to the entry thereof. Defendant waives any rights that may arise under the Equal Access to Justice Act, 28 U.S.C. Section 2412. FOR THE UNITED STATES OF AMERICA FRANK V. HUNGER Assistant Attorney General Civil Division United States Department of Justice FREDERICK W. THIEMAN United States Attorney for the Western District of Pennsylvania /s/ AMY REYNOLDS HAY -------------------------------- AMY REYNOLDS HAY Assistant United States Attorney 633 U.S. Post Office & Courthouse Pittsburgh, PA 15219 ###-###-#### PA ID # 136623 EUGENE M. THIROLF Director Office of Consumer Litigation /s/ LAWRENCE G. McDADE -------------------------------- LAWRENCE G. McDADE Assistant Director Office of Consumer Litigation Civil Division U.S. Department of Justice Consent Decree Page 7 of 9 Exhibit 11.40 FOR THE FEDERAL TRADE COMMISSION /s/ DEAN C. GRAYBILL ----------------------------------- DEAN C. GRAYBILL Associate Director for Enforcement /s/ JUSTIN DINGFELDER ----------------------------------- JUSTIN DINGFELDER Assistant Director for Enforcement /s/ PETER P. METRINKO ----------------------------------- PETER P. METRINKO /s/ ROSE TOUFEXIS ----------------------------------- ROSE TOUFEXIS /s/ JANICE PODOLL FRANKLE ----------------------------------- JANICE PODOLL FRANKLE /s/ JONATHAN COWEN ----------------------------------- JONATHAN COWEN Attorneys Division of Enforcement Bureau of Consumer Protection Federal Trade Commission FOR THB DEFENDANT GENERAL NUTRITION, INC. By: /s/ WILLIAM E. WATT ----------------------------------- WILLIAM E. WATT PRESIDENT and CEO Consent Decree Page 8 of 9 Exhibit 11.41 /s/ CHRISTOPHER SMITH ----------------------------------- CHRISTOPHER SMITH LEWIS ROSE Arent Fox Kintner Plotkin and Kahn 1050 Connecticut Ave., N.W. Washington, DC 20036-5339 Attorneys for the Defendant Consent Decree Page 9 of 9 Exhibit 11.42 ATTACHMENT A B018526 UNITED STATES OF AMERICA BEFORE FEDERAL TRADE COMMISSION COMMISSIONERS: Daniel Oliver, Chairman Terry Calvani Mary L. Azcuenaga Andrew J. Strenio, Jr. Margot E. Machol ) IN THE HATTER OF ) ) DOCKET NO. 9175 GENERAL NUTRITION, INC. ) DECISION AND ORDER a corporation. ) The Commission having heretofore issued its complaint charging the respondent named in the caption hereof with violation of Sections 5 and 12 of the Federal Trade Commission Act, as amended, and the respondent having been served with a copy of that complaint, together with a notice of contemplated relief; and The respondent, its attorney, and counsel for the Commission having thereafter executed an agreement containing a consent order, an admission by the respondent of all the jurisdictional facts set forth in the complaint, a statement that the signing of said agreement is for settlement purposes only and does not constitute an admission by respondent that the law has been violated as alleged in such complaint, and waivers and other provisions as required by the Commission's Rules; and The Secretary of the Commission having thereafter withdrawn this matter from adjudication in accordance with $ 3.25(c) of its Rules; and The Commission having considered the matter and having thereupon accepted the executed consent agreement and placed such agreement on the public record for a period of sixty (60) days, now in further conformity with the procedure prescribed in $ 3.25(f) of its Rules, the Commission hereby makes the following jurisdictional findings and enters the following order: Exhibit 11.43 1. General Nutrition, Inc., is a corporation organized, existing and doing business under and by virtue of the laws of the Commonwealth of Pennsylvania, with its office and principal place of business located at 921 Penn Avenue, in the City of Pittsburgh, Commonwealth of Pennsylvania. 2. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and of the respondent, and the proceeding is in the public interest. ORDER I IT IS ORDERED that respondent General Nutrition Incorporated, a corporation, its successors and assigns, and its officers, agents, representatives, and employees, directly or through any corporation, subsidiary, division or other device, in connection with the manufacture, advertising, labeling, packaging, offering for sale, sale, or distribution of "Healthy Greens," or any substantially comparable product, in or affecting commerce, as "commerce" is defined in the Federal Trade Commission Act, do forthwith cease and desist from representing, directly or by implication, contrary to fact, that any finding of the National Research Council, National Cancer Institute, American Cancer Society, or U.S. Government, or any finding contained in the Report entitled Diet, Nutrition, and Cancer. supports the claim that use of such product is associated with a reduction in incidence of any type of cancer. II IT IS FURTHER ORDERED that respondent, its successors and assigns, and its officers, agents, representatives, and employees, directly or through any corporation; subsidiary, division or other device, in connection with the manufacture, advertising, labeling, packaging, offering for sale, sale, or Exhibit 11.44 2 distribution of any product in or affecting commerce, as "commerce" is defined in the Federal Trade Commission Act, do forthwith cease and desist from misrepresenting in any manner, directly or by implication, the purpose, content, sample, reliability, results or conclusions of any scientific test, research article, or any other scientific opinion or data, with respect to such product's ability to cure, treat, prevent or reduce the risk of developing any disease in humans. III IT IS FURTHER ORDERED that respondent, its successors and assigns, and its officers, agents, representatives, and employees, directly or through any corporation, subsidiary, division or other device, in connection with the manufacture, advertising, labeling, packaging, offering for sale, sale, or distribution of "Challenge Growth and Training Vita-Pak," "Challenge Free Form Amino Acids," "Life Expander Growth Hormone Releaser," or "24 Hour Diet Plan," or any other free form amino acid nutrient supplement containing arginine, ornithine, tryptophane or a combination thereof, in or affecting commerce, as "commerce" is defined in the Federal Trade Commission Act, do forthwith cease and desist from representing, directly or by implication, that: A. Any such nutrient supplement will stimulate greater production or release of human growth hormone in users than in non-users; B. Any such nutrient supplement will aid a user in achieving greater or faster muscular development than a non-user or will aid a user in achieving muscular development similar to or superior to the kind generally believed by bodybuilders to be achievable through the use of anabolic steroids, e.g., rapid or substantial muscular development; C. Any such nutrient supplement will burn away fat or otherwise alter human metabolism to use up or "burn" stored fat, rather than stored carbohydrates, or will aid a user in attaining greater weight loss during sleep than a non-user; or D. Any such nutrient supplement will expand, extend, or prolong life, or retard aging. Exhibit 11.45 3 IV IT IS FURTHER ORDERED that respondent, its successors and assigns, and its officers, agents, representatives, and employees, directly or through any corporation, subsidiary, division or other device, do forthwith cease and desist from using the expression "Growth Hormone Releaser," or other expressions of similar meaning as a brand name or description for any product, unless such product stimulates the body to produce, or the pituitary gland to release, significantly greater amounts of human growth hormone in users than in non-users and, at the time of using such expression, respondent possesses and relies upon reliable and competent scientific evidence that substantiates the representation. "Reliable and competent scientific evidence" shall mean for purposes of paragraphs IV and V of this order those tests, analyses, research, studies, or other evidence conducted and evaluated in an objective manner by persons qualified to do so, using procedures generally accepted by others in the profession or science to yield accurate and reliable results. V IT IS FURTHER ORDERED that respondent, its successors and assigns, and its officers, agents, representatives, and employees, directly or through any corporation, subsidiary, division or other device, in connection with the manufacture, advertising, labeling, packaging, offering for sale, sale, or distribution of any product in or affecting commerce, as "commerce" is defined in the Federal Trade Commission Act, do forthwith cease and desist from making any representation, directly or by implication: A. Concerning such product's ability to cure, treat, prevent or reduce the risk of developing any disease in humans; B. That such product assists or enables a user to lose or control weight or fat, or suppress appetite; C. That such product expands, extends, or prolongs life or retards aging; or D. That such product aids a user in achieving greater or faster muscular development than a Exhibit 11.46 4 non-user or aids a user in achieving greater endurance, strength, power or stamina or shorter exercise recovery or recuperation time than a non-user unless, at the time of making such representation (V A-D above), respondent possesses and relies upon reliable and competent scientific evidence that substantiates the representation. PROVIDED HOWEVER, that respondent shall not be liable under this paragraph for any representation contained on a package label or package insert for a product that meets all of the following conditions: 1. The product is manufactured and distributed by a third party and is not manufactured or distributed exclusively for respondent; 2. The product is generally available at competing retail outlets; 3. The product is not identified with respondent and does not contain respondent's name or logo; 4. The product was not developed or manufactured at the instigation or with the assistance of respondent; and 5. The product representation is not otherwise advertised or promoted by respondent. VI IT IS FURTHER ORDERED that respondent shall pay, in lieu of redress, the aggregate sum of six hundred thousand dollars ($600,000.00) divided in three equal parts to the American Diabetes Association, Inc., the American Cancer Society, Inc., and the American Heart Association. These funds shall be designated for the support of research or fellowships in the fields of nutrition, obesity or physical fitness. Respondent shall make payment in three installments, each installment to be divided equally among the recipients: the first installment in the amount of $300,000.00 within 30 days of the date of service of this order; the second in the amount of $200,000.00 within one year and 30 days of the date of service of this order; and, the third in the amount of $100,000.00 within two years and 30 days of the date of Exhibit 11.47 5 service of this order. In the event any default in payment occurs and continues for 10 days beyond the due date of payment and the giving of notice of such default, the entire remaining amount shall then become due and payable. VII IT IS FURTHER ORDERED that for three (3) years after the last date of dissemination of the representation, respondent, or its successors and assigns, shall maintain and upon request make available to the Federal Trade Commission for inspection and copying copies of: 1. All materials that were relied upon by respondent in disseminating any representation covered by this order; and 2. All tests, reports, studies, surveys, demonstrations or other evidence in its possession or control that contradict, qualify, or call into question any representation made by respondent that is covered by this order. VIII IT IS FURTHER ORDERED that respondent shall notify the Commission at least thirty (30) days prior to any proposed change in the respondent such as dissolution, assignment or sale resulting in the emergence of a successor corporation, the creation or dissolution of subsidiaries or any other change in the corporation which may affect compliance obligations arising out of this order. IX IT IS FURTHER ORDERED that respondent shall, within sixty (60) days after service of this order, file with the Commission a report, in writing, setting forth in detail the manner and form in which it has complied with this order. 6 Exhibit 11.48 10 IT IS FURTHER ORDERED that respondent shall forthwith distribute a copy of this order to each of its operating divisions and to all distributors of products manufactured or marketed by respondent. IN WITNESS WHEREOF, the Federal Trade Commission has caused its complaint to be signed by its Secretary and its official seal to be hereto affixed at Washington, D.C. this 2nd day of February, A.D., 1989. By the Commission, Commissioner Azcuenapa dissenting. Commissioner Machol was recorded as not participating. /s/ Donald S. Clark ---------------------------- Donald S. Clark Secretary SEAL: 7 Exhibit 11.49 [OFFICE OF THE COMMISSIONER LOGO] UNITED STATES OF AMERICA FEDERAL TRADE COMMISSION WASHINGTON, D.C 20560 DISSENTING STATEMENT OF COMMISSIONER HARY L. AZCUENAGA IN GENERAL NUTAITION; INC. (D. 9175 and ###-###-####) I dissent from the Commission's decision to accept a proposed consent order with General Nutrition, Inc. ("GNC") because the order leaves GNC free to sell products that it knows are deceptively labeled. The proviso to Paragraph V of the consent order provides that GNC would not necessarily be liable for unsubstantiated claims appearing on the labels of the products sold at its stores even if it was clear that the company had actual knowledge that those claims were unsubstantiated. I believe that the order should hold GNC liable if it knows that the packaging of these products contains unsubstantiated claims. Exhibit 11.5O IN THE MATTER OF GENERAL NUTRITION CORPORATION TRADING AS NATURAL SALES COMPANY, ET AL. CONSENT ORDER, ETC., IN REGARD TO THE ALLEGED VIOLATION OF THE FEDERAL TRADE COMMISSION ACT. Docket C-1517. Complaint, Apr. 4, 1968-Decision, Apr. 4, 1968* Consent order requiring a Pittsburgh, Pa., distributor of drug preparations to cease making exaggerated claims concerning the efficacy of its vitamins and mineral products, and disseminating advertising which lists untested ingredients. The Commission having heretofore determined to issue its complaint charging the respondents named in the caption hereof with violation of the Federal Trade Commission Act, and the respondents having been served with notice of said determination and with a copy of the complaint the Commission intended to issue, together with a proposed form of order; and The respondents and counsel for the Commission having thereafter executed an agreement containing a consent order, an admission by the respondents of all the jurisdictional facts set forth in the complaint to issue herein, a statement that the signing of said agreement is for settlement purposes only and does not constitute an admission by respondents that the law has been violated as alleged in such complaint, and waivers and other provisions as required by the Commission's Rules; and The Commission having considered the agreement and having accepted same, and the agreement containing consent order having thereupon been placed on the public record for a period of (30) days, now in further conformity with the procedure prescribed in Section 2.34 (b) of its Rules, the Commission hereby issues its complaint in the form contemplated by said agreement, makes the following jurisdictional findings, and enters the following order: - ---------- * Published as amended by Commission's order of June 20, 1969, which amended the last paragraph of the order to clarify an ambiguity as to the filing of compliance reports. Exhibit 11.51 1. Respondent General Nutrition Corporation is a corporation organized, existing and doing business under and by virtue of the laws of the State of Pennsylvania, with its principal office and place of business located at 921 Penn Avenue, in the City of Pittsburgh, State of Pennsylvania. The corporate respondent conducts its business under its own name and also under the name Natural Sales Company and formerly did business also under the name "Vitamin Sales Division." Respondent David B. Shakarian is the Chairman of the Board and the President of the corporate respondent and his address is the same as that of said corporate respondent. 2. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and of the respondents, and the proceeding is in the public interest. ORDER It is ordered, That respondents General Nutrition Corporation, a corporation, also trading as Natural Sales Company, or under any other name or names, and its officers, and David B. Shakarian, individually and as an officer of said corporation, and respondents' agents, representatives and employees, directly or through any corporate or other device, in connection with the offering for sale, sale or distribution of Geri-Gen Liquid, Geri-Gen Tablets or Hemotrex, or any other food or drug preparation containing vitamins and/or minerals, do forthwith cease and desist from: 1. Disseminating, or causing to be disseminated, by means of the United States mail or by any means in commerce, as "commerce" is defined in the Federal Trade Commission Act, any advertisement which represents, directly or by implication that: (a) The use of such preparations will be of benefit in the prevention, relief or treatment of tiredness, listlessness, lack of normal appetite, "depleted" feeling, "run-down" feeling, easy fatigability or any other symptom, unless such representation is expressly limited to a symptom or symptoms caused by a deficiency of one or more of the vitamins or iron provided by such preparations; and, further unless such advertisement also discloses clearly and conspicuously, in immediate or close proximity, and with equal prominence, to any such representations: (1) That, in the great majority of persons suffering from any such symptom or symptoms, the preparations will be of no benefit in the prevention, treatment or relief of such symptom or symptoms; and (2) That the presence of iron deficiency anemia or iron deficiency of any degree cannot be self-diagnosed and can be determined only by means of medical or laboratory tests conducted by or under the supervision of a physician; and Exhibit 11.52 (3) That the presence of a deficiency of that B vitamins, or of any vitamin, cannot be self-diagnosed and can be determined only by means of medical laboratory tests conducted by or under the supervision of a physician. (b) Any B Complex Vitamin or Vitamin C is not stored in the body or must be replaced daily. (c) Any ingredient, other than iron, in Geri-Gen liquid, Geri-Gen Tablets or Hemotrex contributes to the effectiveness of these or similar preparations in the preparations in the prevention, treatment or relief of iron deficiency anemia or of iron deficiency or of symptoms represented, directly to or by implication, to be caused by iron deficiency or iron deficiency anemia; (d) An individual with iron deficiency anemia or an iron deficiency may also suffer from a deficiency of one or more of the other minerals or of one or more of the vitamins in Geri-Gen Liquid, Geri-Gen Tablets or Hemotrex, unless the advertisement also discloses clearly and conspicuously, in immediate or close proximity and with equal prominence, that in the great majority of cases of iron deficiency anemia or iron deficiency there is no need for additional vitamins or for any additional mineral other than iron; (e) The presence of iron deficiency anemia or iron deficiency of any degree can be self-diagnosed; (f) The presence of iron deficiency anemia or iron deficiency of any degree can generally be determined without medical or laboratory tests conducted by or under the supervision of a physician; (g) The presence of a deficiency of the B vitamin, or any vitamin can be self-diagnosed; (h) The presence of a deficiency of the B vitamins, or of any vitamin, can generally be determined without medical tests conducted by or under the supervision of a physician. Provided, however, That the reference in any advertisement of respondents' vitamin and/or mineral products to a deficiency of vitamins and/or minerals, either directly or by inference, shall not be deemed to constitute a violation of subsections (e), (f), (g) or (h) of Section 1 hereof so long as such advertisement also contains an equally clear and conspicuous statement which reads "If, after medical tests, your doctor has found that you need vitamin and/or mineral supplements, let him recommend those which you may need." Exhibit 11.53 Provided further, however, That neither (1) the identification of respondents' vitamin and/or mineral products by names which are acceptable in labeling to the Food and Drug Administration; nor (2) the listing of the ingredients or enumeration of the formulas of such products expressed as percentages of such unit as may be determined as appropriate in labeling by the Food and Drug Administration; shall be considered to be violative of subsections (c), (d), (e), (f), (g) or (h) hereof. 2. Disseminating, or causing to be disseminated, by means of the United States mails or by any means in commerce, as "commerce" is defined in the Federal Trade Commission Act, any advertisement which lists, or otherwise refers to as an ingredient, any ingredient the need for which in human nutrition has not been established, or an ingredient whose presence in the preparation is without nutritional significance, unless the advertisement also discloses clearly and conspicuously, in immediate or close proximity, and with equal prominence: (1) that the need for such ingredient in human nutrition has not been established; or (2) that the presence of such ingredient in such preparation is without nutritional significance, as the case may be. 3. Disseminating, or causing to be disseminated, by means of the United States mails or by any means in commerce, as "commerce" is defined in the Federal Trade Commission Act, any advertisement which contains statements which are inconsistent with, negate or contradict any of the affirmative disclosures required by paragraphs 1 or 2 of this order. 4. Disseminating, or causing to be disseminated, by any means, for the purpose of including, or which is likely to induce, directly or indirectly, the purchase of such preparation in commerce, as "commerce" is defined in the Federal Trade Commission Act, any advertisement which contains any of the representations prohibited by paragraphs 1,2 or 3 hereof, or which fails to comply with the affirmative requirements of paragraphs 1 and 2 hereof. It is further ordered, That the respondent corporation shall forthwith distribute a copy of this order to each of its operating divisions. It is further ordered, That the respondents herein shall, on the date that this order shall become final in accordance with the terms of Paragraph 7 of the Consent Agreement, file with the Commission a report in writing setting forth in detail the manner and form in which they have complied with this order. Exhibit 11.54 IN THE MATTER OF GENERAL NUTRITION CORPORATION TRADING AS NATURAL SALES COMPANY, ET AL. MODIFIED ORDER, ETC, IN REGARD TO THE ALLEGED VIOLATION OF THE FEDERAL TRADE COMMISSION ACT Docket C-1517. Complaint, Apr. 4, 1969-Decision, Nov. 4, 1970 Order modifying a previous consent order dated April 4, 1969, 75 F.T.C. 529, which prohibited a drug company from making certain claims for the nutritional significance of vitamin and mineral ingredients. ORDER MODIFYING CEASE AND DESIST ORDER The respondents having made no response to the Commission's order to show cause dated July 1, 1970 on or before the thirtieth day after service thereof. Order It is ordered. That Paragraph 2 of the Commission's order dated April 4, 1969 [75 F.T.C. 529], be, and it hereby is, modified to read as follows: Paragraph 2. Disseminating, or causing to be disseminated, by means of the United States mails or by any means in commerce, as "commerce" is defined in the Federal Trade Commission Act, any advertisement of a product which is advertised or promoted for sale by reason of its vitamin and/or mineral content, which lists, or otherwise refers to as in ingredient, except in the name of such product, any ingredient, the need for which in human nutrition has not been established, or any ingredient whose presence in the preparation is without nutritional significance, unless the advertisement also discloses clearly and conspicuously, in immediate or close proximity, and with equal prominence, that the presence of such ingredient in such preparation is without nutritional significance; nor shall any representation be made that the need for such an ingredient in such product for human nutrition has been established. For the purpose of enforcement of this paragraph, any regulation by the Food and Drug Administration, in full force and effect, which affirmatively permits claims for nutritional significance of a vitamin or mineral in a specified amount in a product labeled for use as a food supplement, will be accepted as evidence that the presence of that amount of the specified nutrient has nutritional significance. Exhibit 11.55 GNCI General Nutrition Companies. Inc. William E. Watts 921 Pann Avenua President Pittsburgh, PA 15222 Chief Executive Officer 412 ###-###-#### April, 1994 PRESIDENTS LETTER The Federal Trade Commission and General Nutrition, Incorporated (GNI), the Company's wholly-owned subsidiary, have agreed to a settlement regarding GNI's compliance with two consent orders that were entered into with the FTC in 1970 and 1989. As a part of this settlement, GNI has agreed to pay a civil penalty, the entire amount of which was fully covered by reserves taken by the Company in the Fiscal Year ended February 6, 1993. Therefore, the settlement had no impact on the financial results of the Company for the fiscal year ended February 5, 1994. In 1984 the Federal Trade Commission instituted an investigation of GNI alleging deceptive acts and practices in connection with the advertising and marketing of certain of GNI's products. After lengthy negotiations and some litigation, GNI accepted a proposed consent order which was finalized in 1989. Following normal procedure, the FTC began to monitor GNI's compliance with the 1989 order. Almost immediately, disputes arose concerning the meaning and intent of certain sections of the order pertaining almost exclusively to label and labeling claims for third-party (non GNC brand) products. Compliance with the various provisions and with FTC staff Interpretation of those provisions was exceedingly complex and entailed continued diligence. While GNI believes that, at all times, it operated in material compliance with the orders, GNI entered into the settlement to avoid protracted litigation. Under the terms of the settlement, GNI neither admitted liability nor was found liable for any of the alleged violations. GNI has agreed to adhere to the terms of the 1970 and 1989 consent orders and to abide by the provisions of the settlement document. The Company does not believe that future compliance with the outstanding consent decrees will affect our business operations in any way. To ensure future compliance, the Company determined, in the Spring of 1993, to prohibit our store managers from purchasing third-party supplements through local distributors, thus eliminating the potential for product or promotional material which might be subject to question under the consent orders from reaching our stores without review. To compensate for potential lost sales, the Company has become a "Full Line" distributor, adding in excess of 2,000 third-party products to our centrally distributed product assortment. The Company is also installing a sophisticated "Label Scanning" system which will check products as they are received in our distribution centers to ensure that we become aware of label changes which occur after our initial approval of the product. In addition, all approved promotional material will be stocked and issued from our Distribution Centers. Recently finalized regulations requiring FDA pro-approval of health claims as of July 15, 1994, should also aid our ongoing compliance efforts. Marketers of third-party products win be forced to review their labels and promotional materials to eliminate unsubstantiated health claims. This should not only make our compliance Job easier but should also help "level" the playing field for everyone relative to the marketing of supplements. Sincerely, /s/ William E. Watts -------------------------------- Exhibit 11.33 [GNC LOGO] GNC/FTC CONSENT DECREES - WHAT THEY MEAN TO GNC 1. GNC cannot make unsubstantiated claims that a product (private label or third-party) will cure, treat, prevent or reduce the risk of disease or carry product (private label or third party) which makes misleading claims about the results of U.S. government or other research. 2. GNC cannot carry products (private label or third-party) which contain free form arginine and/or omithine if they: A. Make muscle growth claims. B. Make claims concerning growth hormone release. C. Make "fat burner" claims. D. Claim to be a steroid substitute or the product uses the word steroid on the label. E. Claim to retard aging. In addition, GNC cannot carry any product (private label or third-party) which makes a growth hormone releaser claim. 3. No GNC or third-party product, containing vitamins and/or minerals, can claim that it will reduce or prevent fatigue, tiredness, tired blood, iron deficiency anemia, "run down" feeling, listlessness or the lack of a normal appetite. 4. GNC cannot sell any hair care product (private label or third-party) which represents that it will retard hair loss; cure, relieve, reverse or reduce hair loss; or promote hair growth where hair has already been lost. 5. GNC cannot make unsubstantiated claims on any of its private label products, or distribute any advertising, or other marketing materials (private label or third-party) with regard to: A. A product's ability to cure, treat, prevent or reduce the risk of disease. B. A product's ability to assist or enable the user to lose or control weight, fat, or suppress the appetite. C. A product's ability to expand, extend, prolong life or retard aging. D. A product's ability to achieve growth or faster muscular development or achieve greater endurance, strength, power, stamina or shorter exercise recovery or recuperation time. Relative to the above, GNC can carry third-party products, containing no free form arginine or omithine, which make Point 5 claims IN OR ON ITS PACKAGING, if: A. The product is manufactured by a third-party and is not exclusively for GNC. B. The product is generally available at other outlets and/or does not contain GNC's name or logo. C. The product is not developed at the instigation of or with the assistance of any one from GNC. D. The product itself is not otherwise advertised or promoted in any way by GNC. 6. GNC cannot carry any product (private label or third-party) whose guar gum content is more than 1/2 of 1% per serving. 11.11 RETAIL AGREEMENT EXHIBIT I EXISTING AND COMMITTED HARRIS TEETER LOCATIONS HARRIS TEETER
II # STORE NAME STREET ADDRESS CITY STATE - ---- ---------- -------------- ---- ----- 257 A Cresent Commons 2080 Kildaire Farm Road, Box 6 Cary NC 297 A Carmill Mall 310 North Greensboro Street Carmill NC 167 A Harris Teeter #167 2201 W.T. Harris Boulevard Charlotte NC 158 A Harris Teeter #158 820 South College Street Wilmington NC 71 A Harpeth Plaza 6002 Highway 100 Nashville TN 64 A Adams Farms Shopping Center 5710 W. High Point Road Greensboro NC 28 A Oakpoint Center 675 Folly Road Charleston SC 141 A Long Leaf Shopping Center 4310 Shipyard Boulevard Wilmington NC 102 A Ogden Plaza 6840 North Market Street Wilmington NC 176 A Greenbrier Market Center 1216 Greenbrier Parkway Chesapeake VA 152 A Main Street Village 310 Main Street Hilton Head NC 19 A Village Points Shopping Center 920 Houston Northcutt Boulevard Mt. Pleasant SC 202 A Shoppes at Davidson Corner 1235 Highway 29, Suite 1 Concord NC 179 A Jetton Village 19815 North Cove Rd Cornelius NC 63 A Westridge Village Shopping Ctr 3649 Sunset Avenue Rocky Mount NC 91 A North Elm Village Shopping Ctr 401 Pisgah Church Road Greensboro NC 110 A Robinwood Crossing 1751 Neal Hawkins Road Gastoria NC 69 A Old Raleigh Village 3201-123 Edwards Mill Road Raleigh NC 97 A Southlake Shopping Center 20623 Torrence Chapel Road Cornelius NC 221 A Cross Roads Shopping Center 2019 S. Glenburnie Road New Bern NC 73 A Forest Park Shopping Center 4711-1 Forest Drive Columbia SC 211 A Town Center Plaza 8514 University City Boulevard Charlotte NC 9 B Glenwood Square 1200 Raleigh Road Chapel Hill NC 119 B Benchmark Shopping Center 2920 Randleman Road Greensboro NC 5 B The Galleria 6800 Wrightsville Avenue Wrightsvilte Beach NC 289 B Glenwood Village 2915 Essex Circle Raleigh NC 147 B Plantation Market 3100 Weddington Road Charlotte NC 128 B Fuquay Plaza Shopping Center US Highway 401 FuquayVarina NC 187 B The Shoppes at St. Andrews 4350 St. Andrews Road Lexington SC 14 B Biltmore Parkway Centre 1378 Hendersonville Road Asheville NC 54 B Forest Hills Centre 1700 Raleigh Road, Suite 104 Wilson NC 200 B High House Crossing 2741 NC Highway 55 Apex NC 38 B Plaza West Shopping Center 5563 Western Boulevard Raleigh NC 160 A Monocroft Village 6701 Morrison Boulevard Charlotte NC 79 B Chadwick Square Shopping Ctr 637 Spartanburg Highway Hendersonville NC 294 B Old Town Mall 4100 Carrnel Road Charlotte NC 1 C Mint Hill Festival 6912 Matthews-Mint Hill Road Charolotte NC 300 C Catawba General 321 By pass Newton NC 149 C Northwood Square 2750 Celanese Road Rock Hill SC 213 C Abbotts Bridge Station 10820 Abbotts Bridge Rd Duluth GA 113 C Tayiorsville Shopping Center 561 Third Street, SW Taylorsville NC 17 C Converse Plaza 1200 East Main Street Spartanburg SC 150 C Ashmore Crossing Shopping Ctr 1290 S. Pleasantburg Drive Greenville SC 154 C Oak Grove Center 2660 Reidville Road Spartansburg SC 16 C Northeast Center 1020 Summit Avenue Greensboro NC 143 C Hudson Comers Shopping Ctr 2131 Old Spartanburg Road Greenville SC 86 Glebe Road and Randolph Road Arlington VA
136 B Falls of the Neuse and Durant Falls of the Neuse and Durant Raleigh NC 173 B Skeet Club and Eastchester Skeet Club and Eastchester High Point NC 11 US 521 and Ballantine Commons Pky US 521 and Ballantine Commons Pky Charlotte NC N/A Six Forks at Strickland Raleigh NC N/A Creedmoor Road at Millbrook Road Raleigh NC N/A 1485 Lawyers Mint Hill NC N/A 1485 and Harrisburg Road Charlotte NC N/A Highway 17 and Highway 41 Mount Pleasant SC 34 A1A and Gerbin Road Amelia Island FL 112 Maynard and Harrison Cary NC 87 1526 and Long Point Road Mount Pleasant SC 166 A Mountain Island Marketplace 3540 Mount Holly-Huntersville Road Charlotte NC 95 A Towers Shopping Mall 2121 Colonial Avenue SW Roanoke VA 6 B Harris Teeter #6 12404 Warwick Boulevard Newport News VA 77 C White Pines Plaza 1008 East Main Street Cherryville NC 293 C Harris Teeter #293 610 East Kings Street Kings Mountain NC 98 C Tri-City Mall Highway 74 By pass Forest City NC *88 A Steele Croft Shopping Center 13000 York Road Chariotte NC *45 A Providence Commons 10616 Providence Road Charlotte NC *177 A Barracks Road Shopping Ctr 975 Emmet Street Chariottesville VA 172 A Commons at University Place 1817 Martin Luthur King Jr. Parkway Durham NC 33 A Harris Teeter #33 701 Francis King Street Greensboro NC 144 C Club Haven Shopping Center 5049 Country Winston-Salem NC 275 C Crossroads Shopping Centre 1836 Ashley Charleston SC
