FIRST AMENDED JOINT PLAN OF LIQUIDATION

Liquidation Agreement

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Title: FIRST AMENDED JOINT PLAN OF LIQUIDATION
Governing Law: New York Date: 8/4/2005
Industry: Retail (Drugs)

FIRST AMENDED JOINT PLAN OF LIQUIDATION, Parties: tl administration corp

Exhibit 2.1

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

--------------------------------------X

IN RE :

: 04 MD 1598 (JSR)

EPHEDRA PRODUCTS LIABILITY :

LITIGATION. :

--------------------------------------X

PERTAINS TO ALL CASES

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

--------------------------------------X

IN RE :

: CHAPTER 11 CASE NO.

TL ADMINISTRATION CORPORATION, :

ET AL. (F/K/A TWINLAB CORPORATION, :

ET AL.), : 03-15564 (RDD)

: (JOINTLY ADMINISTERED)

DEBTORS. :

--------------------------------------X

FIRST AMENDED JOINT PLAN OF LIQUIDATION OF

TL ADMINISTRATION CORPORATION (F/K/A TWINLAB CORPORATION),

TL ADMINISTRATION, INC. (F/K/A TWIN LABORATORIES INC.), AND

TL ADMINISTRATION (UK) LTD. (F/K/A TWIN LABORATORIES (UK) LTD.)

UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

---------------------------------------

WEIL, GOTSHAL & MANGES LLP

Attorneys for Debtors

and Debtors in Possession

767 Fifth Avenue

New York, New York 10153

(212) 310-8000

Dated: May 25, 2005

<PAGE>

TABLE OF CONTENTS

<TABLE>

PAGE

<S> <C>

SECTION 1 DEFINITIONS AND INTERPRETATION........................................................1

1.1 2002-2004 Ephedra PI Claim............................................................1

1.2 2002-2004 Ephedra PI Settlement Agreement.............................................1

1.3 Administrative Expense Claim..........................................................2

1.4 Aggregate Allowed Consumer Class Action Claims........................................2

1.5 Aggregate Third Party Settlement Amount...............................................2

1.6 AISLIC................................................................................2

1.7 Allowed...............................................................................2

1.8 Amended Complaint.....................................................................2

1.9 Available Cash........................................................................2

1.10 Avoidance Actions.....................................................................2

1.11 Bankruptcy Code.......................................................................2

1.12 Bankruptcy Court......................................................................3

1.13 Bankruptcy Rules......................................................................3

1.14 Blechman Agreement....................................................................3

1.15 Blechmans.............................................................................3

1.16 Business Day..........................................................................3

1.17 CPLR..................................................................................3

1.18 Cash..................................................................................3

1.19 Causes of Action......................................................................3

1.20 Chapter 11 Cases......................................................................3

1.21 Claim.................................................................................3

1.22 Class.................................................................................4

1.23 Class 4 Distribution..................................................................4

1.24 Collateral............................................................................4

1.25 Commencement Date.....................................................................4

1.26 Confirmation Date.....................................................................4

1.27 Confirmation Hearing..................................................................4

1.28 Confirmation Order....................................................................4

1.29 Consumer Class Action Claim...........................................................4

1.30 Creditor..............................................................................4

1.31 Creditors Committee...................................................................4

1.32 Debtors or Debtors in Possession......................................................4

1.33 Declaratory Judgment Complaint........................................................4

1.34 Disbursing Agent......................................................................4

<PAGE>

1.35 Disclosure Statement..................................................................4

1.36 Disclosure Statement Hearing..........................................................5

1.37 Disclosure Statement Order............................................................5

1.38 Disputed..............................................................................5

1.39 Distribution Record Date..............................................................5

1.40 District Court........................................................................5

1.41 Effective Date........................................................................5

1.42 Entity................................................................................5

1.43 Ephedra Claimants Committee...........................................................5

1.44 Ephedra Indemnification Claim.........................................................6

1.45 Ephedra Insurance Policies............................................................6

1.46 Ephedra Personal Injury Claim.........................................................6

1.47 Ephedra Personal Injury Trust.........................................................6

1.48 Ephedra Personal Injury Trust Agreement...............................................6

1.49 Ephedra Personal Injury Trustee.......................................................6

1.50 Equity Interest.......................................................................6

1.51 Estates...............................................................................6

1.52 Final Order...........................................................................7

1.53 GNC...................................................................................7

1.54 General Unsecured Claim...............................................................7

1.55 Holdings..............................................................................7

1.56 Ideasphere............................................................................7

1.57 Ideasphere Agreement..................................................................7

1.58 Impaired..............................................................................7

1.59 Indenture.............................................................................7

1.60 Indenture Trustee.....................................................................7

1.61 Initial Cash..........................................................................7

1.62 Non-Ephedra Claims....................................................................8

1.63 Objection Deadline....................................................................8

1.64 Other Participating Ephedra Claims....................................................8

1.65 Person................................................................................8

1.66 Plan..................................................................................8

1.67 Plan Administrator....................................................................8

1.68 Pre-2002 Ephedra PI Claim.............................................................8

<PAGE>

1.69 Priority Non-Tax Claim................................................................8

1.70 Priority Tax Claim....................................................................8

1.71 Pro Rata Share........................................................................8

1.72 Punitive Damages......................................................................8

1.73 Punitive Damage Claim.................................................................9

1.74 Released Parties......................................................................9

1.75 Schedules.............................................................................9

1.76 Secured Claim.........................................................................9

1.77 Settlement Escrow Agent...............................................................9

1.78 Settling Third Party..................................................................9

1.79 Tax Code..............................................................................9

1.80 Third Party Settlement Amount.........................................................9

1.81 Treasury Regulations..................................................................9

1.82 U.S. Trustee..........................................................................9

1.83 Voting Procedures Order...............................................................9

SECTION 2 ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS................................10

2.1 Administrative Expense Claims........................................................10

2.2 Priority Tax Claims..................................................................10

SECTION 3 CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS........................................10

3.1 Classification of Claims and Equity Interests........................................10

3.2 Bifurcation of Claims Asserting Punitive Damages.....................................11

SECTION 4 TREATMENT OF CLAIMS AND EQUITY INTERESTS.............................................11

4.1 Class 1 -Secured Claims..............................................................11

4.2 Class 2 - Priority Non-Tax Claims....................................................12

4.3 Class 3 - Pre-2002 Ephedra PI Claims.................................................12

4.4 Class 4 - 2002-2004 Ephedra PI Claims................................................13

4.5 Class 5 - General Unsecured Claims...................................................13

4.6 Class 6 - Punitive Damage Claims.....................................................14

4.7 Class 7 - Equity Interests...........................................................14

SECTION 5 THE EPHEDRA PERSONAL INJURY TRUST....................................................14

5.1 Responsibilities of the Ephedra Personal Injury Trust................................14

5.2 Resolution of Minors' Claims by the Ephedra Personal Injury Trust....................14

5.3 Transfer of Property to the Ephedra Personal Injury Trust............................15

iii

<PAGE>

5.4 Tax Treatment of Ephedra Personal Injury Trust.......................................15

5.5 Appointment of Ephedra Personal Injury Trustee.......................................15

SECTION 6 PROVISIONS GOVERNING DISTRIBUTIONS...................................................16

6.1 Distribution Record Date.............................................................16

6.2 Delivery of Distributions and Undeliverable Distributions............................16

6.3 Surrender of Instruments.............................................................16

6.4 Setoffs..............................................................................17

6.5 Transactions on Business Days........................................................17

6.6 Allocation of Plan Distribution Between Principal and Interest.......................17

6.7 Withholding and Reporting Requirements...............................................17

SECTION 7 MEANS FOR IMPLEMENTATION AND EXECUTION OF THE PLAN...................................17

7.1 Deemed Consolidation of Debtors for Plan Purposes Only...............................17

7.2 The Plan Administrator...............................................................18

7.3 Directors/Officers/Assets of the Debtors on the Effective Date.......................18

7.4 Duties and Powers of the Plan Administrator..........................................19

7.5 Method of Distributions Under the Plan...............................................21

7.6 Procedures for Treating Disputed Claims..............................................22

7.7 Closing of the Chapter 11 Cases......................................................23

7.8 Cancellation of Existing Securities and Agreements...................................23

7.9 Dissolution..........................................................................24

7.10 Books and Records....................................................................24

7.11 Corporate Action.....................................................................24

7.12 Effectuating Documents and Further Transactions......................................24

SECTION 8 EXECUTORY CONTRACTS AND UNEXPIRED LEASES.............................................25

8.1 Executory Contracts and Unexpired Leases.............................................25

8.2 Approval of Rejection of Executory Contracts and Unexpired Leases....................25

8.3 Rejection Claims.....................................................................25

SECTION 9 EFFECTIVENESS OF THE PLAN............................................................25

9.1 Condition Precedent to Confirmation of Plan..........................................25

9.2 Conditions Precedent to Effective Date...............................................25

9.3 Satisfaction of Conditions...........................................................26

9.4 Effect of Nonoccurrence of Conditions to Consummation................................26

9.5 Waiver of Conditions.................................................................27

<PAGE>

SECTION 10 EFFECT OF CONFIRMATION...............................................................27

10.1 Vesting of Assets....................................................................27

10.2 Binding Effect.......................................................................27

10.3 Retention of Causes of Action........................................................27

10.4 Exculpations and Limitation of Liability.............................................28

10.5 Releases.............................................................................28

10.6 Injunction...........................................................................29

10.7 United States Exception..............................................................30

10.8 Terms of Pre-Plan Injunction and Stays...............................................31

SECTION 11 RETENTION OF JURISDICTION............................................................31

11.1 Jurisdiction of Bankruptcy Court.....................................................31

SECTION 12 MISCELLANEOUS PROVISIONS.............................................................32

12.1 Dissolution of Creditors Committee and Ephedra Claimants Committee...................32

12.2 Substantial Consummation.............................................................33

12.3 Payment of Statutory Fees............................................................33

12.4 Effectuating Documents and Further Transactions......................................33

12.5 Exemption from Transfer Taxes........................................................33

12.6 Post-Confirmation Date Fees and Expenses of Professionals............................33

12.7 Elimination of Vacant Classes........................................................33

12.8 Nonconsensual Confirmation...........................................................34

12.9 Modification of Plan.................................................................34

12.10 Revocation or Withdrawal of Plan.....................................................34

12.11 Courts of Competent Jurisdiction.....................................................34

12.12 Severability.........................................................................34

12.13 Governing Law........................................................................35

12.14 Exhibits.............................................................................35

12.15 Successors and Assigns...............................................................35

12.16 Time.................................................................................35

12.17 Notices..............................................................................35

</TABLE>

<PAGE>

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

--------------------------------------X

IN RE :

: 04 MD 1598 (JSR)

EPHEDRA PRODUCTS LIABILITY :

LITIGATION. :

--------------------------------------X

PERTAINS TO ALL CASES

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

--------------------------------------X

IN RE :

: CHAPTER 11 CASE NO.

TL ADMINISTRATION CORPORATION, :

ET AL. (F/K/A TWINLAB CORPORATION, :

ET AL.), : 03-15564 (RDD)

: (JOINTLY ADMINISTERED)

DEBTORS. :

--------------------------------------X

FIRST AMENDED JOINT PLAN OF LIQUIDATION OF

TL ADMINISTRATION CORPORATION (F/K/A TWINLAB CORPORATION),

TL ADMINISTRATION, INC. (F/K/A TWIN LABORATORIES INC.), AND

TL ADMINISTRATION (UK) LTD. (F/K/A TWIN LABORATORIES (UK) LTD.)

UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

TL Administration Corporation (f/k/a Twinlab Corporation), TL

Administration Inc. (f/k/a Twin Laboratories, Inc.), and TL Administration (UK)

Ltd. (f/k/a Twin Laboratories (UK) Ltd.), the above-captioned debtors and

debtors in possession, propose the following chapter 11 plan of liquidation

pursuant to section 1121(a) of title 11 of the United States Code:

SECTION 1

DEFINITIONS AND INTERPRETATION

DEFINITIONS. The following terms used herein shall have the respective meanings

defined below (such meanings to be equally applicable to both the singular and

plural):

1.1 2002-2004 EPHEDRA PI CLAIM means any Ephedra Personal Injury

Claim that is not a Pre-2002 Ephedra PI Claim.

1.2 2002-2004 EPHEDRA PI SETTLEMENT AGREEMENT means that certain

agreement by and among the holders of 2002-2004 Ephedra PI Claims, the holders

of Other Participating Ephedra Claims, the Settling Third Parties, and the

Debtors, substantially in the form of the agreement attached hereto as Exhibit

<PAGE>

1.3 ADMINISTRATIVE EXPENSE CLAIM means any right to payment

constituting a cost or expense of administration of any of the Chapter 11 Cases

allowed under sections 503(b), 507(a)(1), and 1114(e) of the Bankruptcy Code,

including, without limitation, any actual and necessary costs and expenses of

preserving the Debtors' estates, any actual and necessary costs and expenses of

operating the Debtors' businesses, any indebtedness or obligations incurred or

assumed by the Debtors, as debtors in possession, during the Chapter 11 Cases,

including, without limitation, for the acquisition or lease of property or an

interest in property or the rendition of services, any allowances of

compensation and reimbursement of expenses to the extent allowed by Final Order

under sections 330 or 503 of the Bankruptcy Code, and any fees or charges

assessed against the estates of the Debtors under section 1930 of chapter 123 of

title 28 of the United States Code.

1.4 AGGREGATE ALLOWED CONSUMER CLASS ACTION CLAIMS means the

aggregate Allowed value, if any, of the Consumer Class Action Claims where the

Allowed value of each such Claim is determined by estimation by (i) the Debtors

following a settlement agreement with the applicable claimant(s) or (ii) the

Bankruptcy Court pursuant to section 502(c) of the Bankruptcy Code.

1.5 AGGREGATE THIRD PARTY SETTLEMENT AMOUNT means the sum of all

Third Party Settlement Amounts.

1.6 AISLIC means American International Specialty Lines Insurance

Company.

1.7 ALLOWED means, with reference to any Claim, (i) any Claim against

any Debtor which has been listed by such Debtor in the Schedules, as such

Schedules may be amended by the Debtors from time to time in accordance with

Bankruptcy Rule 1009, as liquidated in amount and not disputed or contingent and

for which no contrary proof of claim has been filed, (ii) any timely filed Claim

as to which no objection to allowance has been interposed in accordance with

Section 7.6(a) hereof or such other applicable period of limitation fixed by the

Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, or as to which

any objection has been determined by a Final Order to the extent such objection

is determined in favor of the respective holder, (iii) any Claim expressly

allowed by a Final Order or hereunder, or (iv) any 2002-2004 Ephedra PI Claim or

Other Participating Ephedra Claim finally resolved in accordance with the

procedures of the Ephedra Personal Injury Trust Agreement.

1.8 AMENDED COMPLAINT means the amended complaint filed by the

Creditors Committee and Indenture Trustee on May 7, 2004 in the Bankruptcy

Court, Adversary Proceeding No. 04-02334(CB).

1.9 AVAILABLE CASH means the Initial Cash minus the Class 4

Distribution.

1.10 AVOIDANCE ACTIONS means any actions that may be commenced,

before or after the Effective Date, pursuant to sections 544, 545, 547, 548, or

549 of the Bankruptcy Code that existed or may have existed against vendors,

suppliers, or customers of the Debtors.

<PAGE>

1.11 BANKRUPTCY CODE means title 11 of the United States Code, as

amended from time to time, as applicable to the Chapter 11 Cases.

1.12 BANKRUPTCY COURT means the United States District Court for the

Southern District of New York, having jurisdiction over the Chapter 11 Cases

and, to the extent of any reference made under section 157 of title 28 of the

United States Code, the bankruptcy court unit of such District Court having

jurisdiction over the Chapter 11 Cases under section 151 of title 28 of the

United States Code.

1.13 BANKRUPTCY RULES means the Federal Rules of Bankruptcy Procedure

as promulgated by the United States Supreme Court under section 2075 of title 28

of the United States Code, as amended from time to time, applicable to the

Chapter 11 Cases, and any Local Rules of the Bankruptcy Court.

1.14 BLECHMAN AGREEMENT means that certain Stipulation and Agreement

Regarding Compromise and Settlement of Adversary Proceeding, dated as of

November 12, 2004, by and among the Debtors, the Creditors Committee, the

Blechmans, John Danhakl, Jonathan Sokoloff, Leonard Schutzman, William

Westerfield, U.S. Bank National Association as Indenture Trustee, and National

Union Fire Insurance Company of Pittsburgh.

1.15 BLECHMANS means Brian Blechman, Dean Blechman, Neil Blechman,

Steve Blechman, Ross Blechman, Robin Blechman, Sharon Blechman, Helena Blechman,

Linda Blechman, and Elyse Blechman.

1.16 BUSINESS DAY means any day other than a Saturday, a Sunday, or

any other day on which banking institutions in New York, New York are required

or authorized to close by law or executive order.

1.17 CPLR means the Civil Practice Law and Rules of New York.

1.18 CASH means legal tender of the United States of America.

1.19 CAUSES OF ACTION means any and all actions, causes of action,

liabilities, obligations, rights, suits, damages, judgments, claims, and demands

whatsoever, whether known or unknown, existing or hereafter arising, in law,

equity, or otherwise, based in whole or in part upon any act or omission or

other event occurring prior to the Commencement Date or during the course of the

Chapter 11 Cases, including through the Effective Date, but not including the

Avoidance Actions.

1.20 CHAPTER 11 CASES means the jointly administered cases under

chapter 11 of the Bankruptcy Code commenced by the Debtors on September 4, 2003

in the Bankruptcy Court and styled In re TL Administration Corporation (f/k/a

Twinlab Corporation), et al., Ch. 11 Case No. 03-15564 (RDD) (Jointly

Administered), which represents the following three cases: In re TL

Administration Corporation (f/k/a Twinlab Corporation), Ch. 11 Case No. 03-15564

<PAGE>

(RDD); In re TL Administration, Inc. (f/k/a Twin Laboratories, Inc.), Ch. 11

Case No. 03-15566 (RDD); and In re TL Administration (UK) Ltd. (f/k/a Twin

Laboratories (UK) Ltd.), Ch. 11 Case No. 03-15563 (RDD).

1.21 CLAIM has the meaning set forth in section 101 of the Bankruptcy

Code.

1.22 CLASS means any group of Claims or Equity Interests classified

by the Plan pursuant to section 1122(a)(1) of the Bankruptcy Code.

1.23 CLASS 4 DISTRIBUTION means $3,550,000.

1.24 COLLATERAL means any property or interest in property of the

estate of any Debtor subject to a lien, charge, or other encumbrance to secure

the payment or performance of a Claim, which lien, charge, or other encumbrance

is not subject to avoidance under the Bankruptcy Code.

1.25 COMMENCEMENT DATE means September 4, 2003.

1.26 CONFIRMATION DATE means the date on which the Clerk of the

Bankruptcy Court enters the Confirmation Order.

1.27 CONFIRMATION HEARING means the hearing held by the Bankruptcy

Court pursuant to section 1128 of the Bankruptcy Code to consider confirmation

of the Plan.

1.28 CONFIRMATION ORDER means the order of the Bankruptcy Court

confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

1.29 CONSUMER CLASS ACTION CLAIM means any General Unsecured Claim

listed in Exhibit B hereto.

1.30 CREDITOR means any Entity that holds a Claim against a Debtor or

Debtors (whether or not such Entity has asserted a Claim against any Debtors).

1.31 CREDITORS COMMITTEE means the official committee of unsecured

creditors appointed by the U.S. Trustee in the Chapter 11 Cases pursuant to

section 1102 of the Bankruptcy Code.

1.32 DEBTORS OR DEBTORS IN POSSESSION means TL Administration

Corporation (f/k/a Twinlab Corporation), TL Administration Inc. (f/k/a Twin

Laboratories, Inc.) and TL Administration (UK) Ltd. (f/k/a Twin Laboratories

(UK) Ltd.).

1.33 DECLARATORY JUDGMENT COMPLAINT means the complaint seeking

declaratory judgment filed by the Blechmans on February 6, 2004 in the

Bankruptcy Court, Adversary Proceeding No. 04-02323 (CB).

1.34 DISBURSING AGENT means any Entity in its capacity as a

disbursing agent under Section 7.5(a) of the Plan.

<PAGE>

1.35 DISCLOSURE STATEMENT means the disclosure statement relating to

the Plan, including, without limitation, all exhibits thereto, as approved by

the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code.

1.36 DISCLOSURE STATEMENT HEARING means the hearing held by the

Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code to consider

approval of the Disclosure Statement.

1.37 DISCLOSURE STATEMENT ORDER means the order of the Bankruptcy

Court entered pursuant to section 1125 of the Bankruptcy Code approving the

Disclosure Statement.

1.38 DISPUTED means, with respect to any Claim which has not been

Allowed pursuant to the Plan or a Final Order:

(a) if no proof of claim has been filed by the applicable

deadline: (i) a Claim that has been or hereafter is listed on the Schedules as

disputed, contingent, or unliquidated; or (ii) a Claim that has been or

hereafter is listed on the Schedules as other than disputed, contingent, or

unliquidated, but as to which the Debtors or any other party in interest has

interposed an objection or request for estimation which has not been withdrawn

or determined by a Final Order;

(b) if a proof of claim or request for payment of an

Administrative Expense Claim has been filed by the applicable deadline: (i) a

Claim for which no corresponding Claim has been or hereafter is listed on the

Schedules; (ii) a Claim for which a corresponding Claim has been or hereafter is

listed on the Schedules as other than disputed, contingent, or unliquidated, but

the nature or amount of the Claim as asserted in the proof of claim varies from

the nature and amount of such Claim as listed on the Schedules; (iii) a Claim

for which a corresponding Claim has been or hereafter is listed on the Schedules

as disputed, contingent, or unliquidated; or (iv) a Claim for which a timely

objection or request for estimation is interposed by the Debtors or other party

in interest which has not been withdrawn or determined by a Final Order.

Without limiting the foregoing and for the avoidance of any

doubt, any Ephedra Personal Injury Claim that has not been Allowed prior to the

Effective Date pursuant to an order of the District Court is a Disputed Claim.

1.39 DISTRIBUTION RECORD DATE means the Confirmation Date.

1.40 DISTRICT COURT means the United States District Court for the

Southern District of New York.

1.41 EFFECTIVE DATE means the date on which the Plan shall become

effective, after the conditions to effectiveness of the Plan set forth in

Section 9 hereof have been satisfied or waived.

1.42 ENTITY means an individual, corporation, partnership, limited

liability company, association, joint stock company, joint venture, estate,

trust, unincorporated organization, or government or any political subdivision

thereof, or other person or entity.

<PAGE>

1.43 EPHEDRA CLAIMANTS COMMITTEE means the official committee of

ephedra claimants appointed by the U.S. Trustee in the Chapter 11 Cases pursuant

to section 1102 of the Bankruptcy Code.

1.44 EPHEDRA INDEMNIFICATION CLAIM means any Claim against any of the

Debtors, that is not a Punitive Damages Claim, that is (i) held by an Entity (or

any assignee or transferee of such Entity) who has been, is, or may be a

defendant or otherwise liable party in a Cause of Action seeking damages for

wrongful death or personal injury (whether physical, emotional, or otherwise) to

the extent caused or allegedly caused, directly or indirectly, by the ingestion

of ephedra or ephedra-containing products and (ii) on account of alleged

liability of one or more of the Debtors for reimbursement, indemnification,

subrogation, or contribution of all or any portion of (x) any damages such

Entity has paid or may pay to one or more plaintiffs or other claimants in such

Cause of Action and/or (y) any expenses, including attorney fees in connection

with such Causes of Action.

1.45 EPHEDRA INSURANCE POLICIES means any and all policies of

insurance in which the Debtors are or may be covered in respect of the 2002-2004

Ephedra PI Claims, to the full remaining extent of such coverage; provided,

however, that the Ephedra Insurance Policies shall not include policies written

by AISLIC.

1.46 EPHEDRA PERSONAL INJURY CLAIM means (i) any Claim against any of

the Debtors that is not a Punitive Damage Claim, which arises out of events

which occurred, in whole or in part, prior to the Commencement Date, and alleges

wrongful death or personal injury (whether physical, emotional, or otherwise) to

the extent caused or allegedly caused, directly or indirectly, by the ingestion

of ephedra or ephedra-containing products designed, manufactured, fabricated,

sold, supplied, produced, or distributed by one or more of the Debtors,

including, without limitation, any Claim for compensatory damages and actual

pecuniary loss, and (ii) any Ephedra Indemnification Claim. Without limitation

of the foregoing, Ephedra Personal Injury Claims shall include all (i) Pre-2002

Ephedra PI Claims and (ii) 2002-2004 Ephedra PI Claims.

1.47 EPHEDRA PERSONAL INJURY TRUST means the trust established

pursuant to the Ephedra Personal Injury Trust Agreement.

1.48 EPHEDRA PERSONAL INJURY TRUST AGREEMENT means the Ephedra

Personal Injury Trust Agreement executed by the Debtors, the Settlement Escrow

Agent, and the Ephedra Personal Injury Trustee, substantially in the form of the

agreement attached hereto as Exhibit C.

1.49 EPHEDRA PERSONAL INJURY TRUSTEE means the person confirmed by

the Bankruptcy Court to serve as trustee of the Ephedra Personal Injury Trust,

pursuant to the terms of the Ephedra Personal Injury Trust Agreement, or as

subsequently may be appointed pursuant to the terms of the Ephedra Personal

Injury Trust Agreement.

1.50 EQUITY INTEREST means the interest of any holder of an equity

security of Holdings represented by any issued and outstanding shares of common

or preferred stock or other instrument evidencing a present ownership interest

<PAGE>

in Holdings, whether or not transferable, or any option, warrant, or right,

contractual or otherwise, to acquire any such interest.

1.51 ESTATES means the three estates of the Debtors created pursuant

to section 541 of the Bankruptcy Code upon the commencement of the Chapter 11

Cases.

1.52 FINAL ORDER means an order or judgment of the Bankruptcy Court

entered by the Clerk of the Bankruptcy Court on the docket in the Chapter 11

Cases which has not been reversed, vacated, or stayed and as to which (i) the

time to appeal, petition for certiorari, or move for a new trial, reargument, or

rehearing has expired and as to which no appeal, petition for certiorari, or

other proceeding for a new trial, reargument, or rehearing shall then be

pending, or (ii) if an appeal, writ of certiorari, new trial, reargument, or

rehearing thereof has been sought, such order or judgment of the Bankruptcy

Court shall have been affirmed by the highest court to which such order was

appealed, or certiorari shall have been denied, or a new trial, reargument, or

rehearing shall have been denied or resulted in no modification of such order,

and the time to take any further appeal, petition for certiorari, or move for a

new trial, reargument, or rehearing shall have expired.

1.53 GNC means GNC Oldco, Inc. (f/k/a General Nutrition Companies,

Inc.) and its affiliates and assigns, and their insurer, Zurich American

Insurance Company.

1.54 GENERAL UNSECURED CLAIM means any Claim against any of the

Debtors that is not an Administrative Expense Claim, Priority Tax Claim,

Priority Non-Tax Claim, Secured Claim, Ephedra Personal Injury Claim, or

Punitive Damage Claim.

1.55 HOLDINGS means TL Administration Corporation (f/k/a Twinlab

Corporation).

1.56 IDEASPHERE means, collectively, Ideasphere, Inc. and Twinlab

Corporation (f/k/a TL Acquisition Corp).

1.57 IDEASPHERE AGREEMENT means that certain Asset Purchase Agreement

between Ideasphere and the Debtors, dated as of September 3, 2003, as amended by

(i) that certain Amendment No. 1, dated December 5, 2003, (ii) that certain

Amendment No. 2, dated December 19, 2003, and (iii) that certain Amendment No.

3, dated December 19, 2003.

1.58 IMPAIRED means any Class that is impaired within the meaning of

section 1124 of the Bankruptcy Code.

1.59 INDENTURE means that certain Indenture, dated as of May 7, 1996,

between Holdings and US Bank Corporate Trust Services, as trustee, as such

Indenture may have been amended or modified, pursuant to which $100,000,000 in

principal amount of 10-1/4% Senior Subordinated Notes due May 2006 were issued

and under which $39,915,000 principal amount of such notes remains outstanding.

1.60 INDENTURE TRUSTEE means the trustee under the Indenture, and any

successors or predecessors thereto.

<PAGE>

1.61 INITIAL CASH means, as of the Effective Date, all Cash and Cash

equivalents (not including restricted cash or the Aggregate Third Party

Settlement Amount) of the Debtors, less the amount of Cash estimated and

retained by the Debtors to fund adequately the administration of the Plan and

the Chapter 11 Cases on and after the Effective Date and the payment of

Administrative Expense Claims, Priority Tax Claims, Priority Non-Tax Claims,

and, if applicable, Secured Claims.

1.62 NON-EPHEDRA CLAIMS means any Claim that is not an Ephedra

Personal Injury Claim.

1.63 OBJECTION DEADLINE means the date set forth in the order of the

Bankruptcy Court by which a holder of a Claim or a holder of an Equity Interest

or other party in interest may file an objection to confirmation of the Plan.

1.64 OTHER PARTICIPATING EPHEDRA CLAIMS means, in connection with the

lawsuits listed in Exhibit D, the claims against the Settling Third Parties

seeking damages for wrongful death or personal injury (whether physical,

emotional, or otherwise) to the extent caused or allegedly caused, directly or

indirectly, by the ingestion of ephedra or ephedra-containing products designed,

manufactured, fabricated, sold, supplied, produced, or distributed by one or

more of the Debtors.

1.65 PERSON has the meaning set forth in section 101(41) of the

Bankruptcy Code.

1.66 PLAN means this first amended chapter 11 joint plan of

liquidation, dated May 25, 2005, including the exhibits hereto, as the same may

be amended or modified from time to time in accordance with the provisions of

the Bankruptcy Code and the terms hereof.

1.67 PLAN ADMINISTRATOR means the person or entity charged with

administering the Plan, initially selected by the Debtors and named in the

Confirmation Order, and any successor thereto appointed in accordance with

section 7.2 hereof.

1.68 PRE-2002 EPHEDRA PI CLAIM means any Ephedra Personal Injury

Claim listed in Exhibit E hereto and any Ephedra Indemnification Claim in

connection with a Pre-2002 Ephedra PI Claim.

1.69 PRIORITY NON-TAX CLAIM means any Claim, other than an

Administrative Expense Claim or a Priority Tax Claim, entitled to priority in

payment as specified in section 507(a)(3), (4), (5), (6), (7), or (9) of the

Bankruptcy Code.

1.70 PRIORITY TAX CLAIM means any Claim of a governmental unit of the

kind entitled to priority in payment as specified in sections 502(i) and

507(a)(8) of the Bankruptcy Code.

1.71 PRO RATA SHARE means a proportionate share, so that the ratio of

the consideration distributed on account of an Allowed Claim in a Class to the

amount of such Allowed Claim is the same as the ratio of the consideration

distributed on account of all Allowed Claims in such Class to the amount of all

Allowed Claims in such Class.

<PAGE>

1.72 PUNITIVE DAMAGES mean any fine, penalty, forfeiture, attorneys'

fees (to the extent such attorneys' fees are punitive in nature), or for

multiple, exemplary, or punitive damages, to the extent that such fine, penalty,

forfeiture, attorneys' fees, or damages is not for compensatory damages or

actual pecuniary loss.

1.73 PUNITIVE DAMAGE CLAIM means, to the maximum extent permitted by

law, any Claim against any of the Debtors, whether secured or unsecured, for

Punitive Damages or for reimbursement, indemnification, subrogation, or

contribution of Punitive Damages.

1.74 RELEASED PARTIES means the Settling Third Parties and any

current or former employee, agent, representative, officer, director, member,

partner, manager, accountant, attorney, financial advisor, other professional,

successor, and assign of any Settling Third Party, and any Entity claimed to be

liable derivatively through any of the foregoing.

1.75 SCHEDULES means the schedules of assets and liabilities and the

statements of financial affairs filed by the Debtors under section 521 of the

Bankruptcy Code, Bankruptcy Rule 1007, and the Official Bankruptcy Forms of the

Bankruptcy Rules as such schedules and statements have been or may be

supplemented or amended through the Confirmation Date.

1.76 SECURED CLAIM means a Claim (i) secured by Collateral, to the

extent of the value of such Collateral (a) as set forth in the Plan, (b) as

agreed to by the holder of such Claim and the Debtors, or (c) as determined by a

Final Order in accordance with section 506(a) of the Bankruptcy Code, or (ii)

secured by the amount of any rights of setoff of the holder thereof under

section 553 of the Bankruptcy Code.

1.77 SETTLEMENT ESCROW AGENT means the escrow agent appointed

pursuant to the 2002-2004 Ephedra PI Settlement Agreement.

1.78 SETTLING THIRD PARTY means each of AISLIC and the Entities

listed on Exhibit F hereto, each of which is a party to the 2002-2004 Ephedra PI

Settlement Agreement pursuant to which such Entity agreed to pay a Third Party

Settlement Amount.

1.79 TAX CODE means title 26 of the United States Code, as amended

from time to time.

1.80 THIRD PARTY SETTLEMENT AMOUNT means the amount pursuant to the

2002-2004 Ephedra PI Settlement Agreement that a Settling Third Party agrees to

pay to the Settlement Escrow Agent for distribution to the Ephedra Personal

Injury Trust in accordance with the Plan.

1.81 TREASURY REGULATIONS means regulations (including temporary and

proposed) promulgated under the Tax Code by the United States Treasury

Department, as amended from time to time.

1.82 U.S. TRUSTEE means the Office of the United States Trustee for

the Southern District of New York.

<PAGE>

1.83 VOTING PROCEDURES ORDER means an order of the Bankruptcy Court

approving procedures relating to the solicitation and tabulation of votes with

respect to the Plan, which order may be included and be a part of the Disclosure

Statement Order.

INTERPRETATION; APPLICATION OF DEFINITIONS AND RULES OF CONSTRUCTION

The words "herein," "hereof," "hereto," "hereunder," and other

words of similar import refer to the Plan as a whole and not to any particular

section, subsection, or clause contained therein. Wherever from the context it

appears appropriate, each term stated in either the singular or the plural shall

include the singular and the plural and pronouns stated in the masculine,

feminine, or neuter gender shall include the masculine, the feminine, and the

neuter. A term used herein that is not defined herein shall have the meaning

assigned to that term in the Bankruptcy Code. The rules of construction

contained in section 102 of the Bankruptcy Code shall apply to the Plan. The

headings in the Plan are for convenience of reference only and shall not limit

or otherwise affect the provisions hereof.

SECTION 2

ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS

2.1 ADMINISTRATIVE EXPENSE CLAIMS. Except to the extent that a holder

of an Allowed Administrative Expense Claim agrees to a different treatment, on

the later of the Effective Date and the date such Administrative Expense Claim

becomes an Allowed Administrative Expense Claim, or as soon thereafter as is

reasonably practicable, the Debtors shall pay to each holder of an Allowed

Administrative Expense Claim, in full satisfaction of such Claim, an amount in

Cash equal to the Allowed amount of such Claim.

2.2 PRIORITY TAX CLAIMS. Except to the extent that a holder of an

Allowed Priority Tax Claim agrees to a different treatment, on the later of the

Effective Date and the date such Priority Tax Claim becomes an Allowed Priority

Tax Claim, or as soon thereafter as is reasonably practicable, the Debtors shall

pay to each holder of an Allowed Priority Tax Claim, in full satisfaction of

such Claim, an amount in Cash equal to the Allowed amount of such Claim.

SECTION 3

CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

3.1 CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS. Claims, other than

Administrative Expense Claims and Priority Tax Claims, and Equity Interests are

classified for all purposes, including voting (unless otherwise specified),

confirmation, and distribution pursuant to the Plan, as follows:

<PAGE>

<TABLE>

---------------- ------------------------------------------------ ------------------ ------------------------

Entitled

Class Designation Status to Vote

----- ----------- ------ -------

Class 1 Secured Claims Unimpaired No

Class 2 Priority Non-Tax Claims Unimpaired No

Class 3 Pre-2002 Ephedra PI Claims Unimpaired No

Class 4 2002-2004 Ephedra PI Claims Impaired Yes

Class 5 General Unsecured Claims Impaired Yes

Class 6 Punitive Damage Claims Impaired No

Class 7 Equity Interests Impaired No

---------------- ------------------------------------------------ ------------------ ------------------------

</TABLE>

3.2 BIFURCATION OF CLAIMS ASSERTING PUNITIVE DAMAGES. Any Claim,

including without limitation Pre-2002 Ephedra PI Claims, 2002-2004 Ephedra PI

Claims, and Ephedra Indemnification Claims which asserts, alleges, or includes a

claim for Punitive Damages or seeks reimbursement, indemnification, subrogation,

or contribution of Punitive Damages shall be bifurcated into two Claims, a Claim

for the amount asserted or alleged exclusive of Punitive Damages and a Punitive

Damage Claim for the amount asserted or alleged as Punitive Damages (or for

reimbursement, indemnification, subrogation, or contribution of Punitive

Damages), whether or not asserted or alleged in a fixed or unfixed amount.

SECTION 4

TREATMENT OF CLAIMS AND EQUITY INTERESTS

4.1 CLASS 1 -SECURED CLAIMS.

(a) DISTRIBUTIONS. Except to the extent that the holder of an

Allowed Secured Claim agrees to less favorable treatment or that such Allowed

Secured Claim has previously been satisfied by the Debtors, on the later of the

Effective Date or the date such Secured Claim becomes an Allowed Secured Claim,

or as soon thereafter as is reasonably practicable, each holder of an Allowed

Secured Claim shall receive, at the option of the Debtors, and in full

satisfaction of such Claim, either (i) Cash in an amount equal to one hundred

percent (100%) of the unpaid amount of such Allowed Secured Claim, (ii) the

proceeds of the sale or disposition of the Collateral securing such Allowed

Secured Claim to the extent of the value of the holder's secured interest in the

Allowed Secured Claim, net of the costs of disposition of such Collateral, (iii)

the Collateral securing such Allowed Secured Claim, (iv) treatment that leaves

unaltered the legal, equitable, and contractual rights to which the holder of

such Allowed Secured Claim is entitled, or (v) such other distribution and/or

treatment as necessary to satisfy the requirements of the Bankruptcy Code for

classifying a Class of secured Claims as unimpaired. In the event the Debtors

treat a Claim under clause (i) or (ii) of this Section, the liens securing such

Secured Claim shall be deemed released.

<PAGE>

(b) IMPAIRMENT AND VOTING. Class 1 is unimpaired by the Plan.

Each holder of a Secured Claim in Class 1 is not entitled to vote to accept or

reject the Plan and shall be conclusively deemed to have accepted the Plan.

4.2 CLASS 2 - PRIORITY NON-TAX CLAIMS.

(a) DISTRIBUTIONS. Except to the extent that a holder of an

Allowed Priority Non-Tax Claim agrees to a different treatment of such Claim, on

the later of the Effective Date and the date such Priority Non-Tax Claim becomes

an Allowed Priority Non-Tax Claim, or as soon thereafter as is reasonably

practicable, each holder of an Allowed Priority Non-Tax Claim shall receive, in

full satisfaction of such Claim, an amount in Cash equal to the Allowed amount

of such Priority Non-Tax Claim.

(b) IMPAIRMENT AND VOTING. Class 2 is unimpaired by the Plan.

Each holder of a Priority Non-Tax Claim in Class 2 is not entitled to vote to

accept or reject the Plan and shall be conclusively deemed to have accepted the

Plan.

4.3 CLASS 3 - PRE-2002 EPHEDRA PI CLAIMS.

(a) DISTRIBUTIONS. Subject to subsection (b) below, each Pre-2002

Ephedra PI Claim shall be satisfied in full in the ordinary course of business

from the proceeds of the Debtors' applicable insurance policy or policies, as

the case may be, at such time as such Pre-2002 Ephedra PI Claim becomes an

Allowed Claim.

(b) LIQUIDATION OF PRE-2002 EPHEDRA PI CLAIMS. All Pre-2002

Ephedra PI Claims are Disputed Claims and shall be determined, resolved, or

adjudicated, as the case may be, in a manner as if the Chapter 11 Cases had not

been commenced and shall survive the Effective Date as if the Chapter 11 Cases

had not been commenced. Upon the determination, resolution or adjudication of

any such Claim as provided herein, such Claim shall be deemed to be an Allowed

Pre-2002 Ephedra PI Claim, in the amount or in the manner determined by a Final

Order or by a binding award, agreement or settlement; provided, however, that in

addition to the Debtors' preservation of all rights and defenses respecting any

Pre-2002 Ephedra PI Claim that exist under applicable non-bankruptcy law, (i)

any rejection, avoidance, recovery, or other power or defense available to the

Debtors under sections 365, 510 (except subordination), 542, 543, 544, 545, 547,

548, 549, 550, 533 or 724 of the Bankruptcy Code is preserved, and (ii) the

Debtors may object under section 502 of the Bankruptcy Code to any Pre-2002

Ephedra PI Claim on the ground that (A) such Pre-2002 Ephedra PI Claim was not

timely asserted in the Chapter 11 Cases, (B) such Pre-2002 Ephedra PI Claim is

subject to any power or defense reserved in clause (i) of this sentence and/or

is disallowable under section 502(d) of the Bankruptcy Code, or (C) such

Pre-2002 Ephedra PI Claim is disallowable under section 502(e) of the Bankruptcy

Code, to the extent that such section is relied on to ensure that there is no

duplication in the Claim of an allegedly subrogated claim, on the one hand, and

the underlying claimant whose Claim allegedly gave rise to the subrogated claim,

on the other. Subject to the foregoing, all Pre-2002 Ephedra PI Claims shall be

determined and liquidated under applicable non-bankruptcy law in the

administrative or judicial tribunal in which they are pending as of the

Effective Date, or if no such action is pending on the Effective Date, in any

administrative or judicial tribunal of appropriate jurisdiction. To effectuate

<PAGE>

the foregoing, the entry of the Confirmation Order shall, effective as of the

Effective Date, constitute a modification of any stay or injunction under the

Bankruptcy Code that would otherwise preclude the determination, resolution or

adjudication of any Pre-2002 Ephedra PI Claim. Nothing contained in this Section

will constitute or be deemed to cons

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