RESIGNATION AGREEMENT AND GENERAL RELEASE AND WAIVER

Mark H. Stenberg, having office at 115 East 87 ^th St. New York, NY (the “Executive”), and NUTRITION 21, INC., with its principal office at 4 Manhattanville Road, New York 10577 (the “Company” or “Nutrition 21”), hereby enter into the following Agreement and General Release and Waiver dated September 19, 2008 (the “Agreement”).

1. The Executive confirms that on September 19 2008 he resigned as a director, officer and employee of the Company and its subsidiaries and affiliates, the effective date of this agreement. Company shall pay Executive all compensation and all benefits earned and to which he is entitled to as of the effective date of this Agreement.

2. The Executive consulted with attorneys of his choice concerning this Agreement and the implications of Executive signing or not signing the Agreement.

3. The Executive has carefully considered other alternatives to executing this Agreement and has entered into this Agreement voluntarily and of the Executive’s own free will.

4. The Executive is entitled to change his mind and revoke this Agreement, by written notice to the Company, within seven days after signing it. This Agreement will become effective only if Executive has not revoked the Agreement within seven days as aforesaid.

5. The Company has entered into a Consulting Agreement with Executive that will be effective only upon the effectiveness of this Agreement. In addition, upon the effectiveness of this Agreement, the Company will release the current lock-up on shares of the Company’s common stock that are owned by Executive. Executive acknowledges that restriction on stock transactions that are imposed by securities laws will continue to be in effect. The Company will assist Executive in filing a Form 4 to reflect Executive's resignation, and, if required, will within 30 days file a registration statement to register shares of common stock acquired by Executive in connection with the acquisition by the Company of Iceland Health.

6. The Executive acknowledges that he knows that there are various State and Federal laws which prohibit employment discrimination on the basis of age, sex, race, color, creed, national origin, marital status, religion, disability, veteran status, or other protected classifications and that these laws are enforced through the Federal Equal Employment Opportunity Commission, and various state, city, county and local human rights agencies. In particular, the Executive knows that he may have rights under the Federal Age Discrimination in Employment Act, which prohibits companies from discriminating against Employees because of their age. As additional consideration for the Company entering into the Consulting Agreement, the Executive voluntarily gives up any rights he may have under these or any other laws with respect to his prior employment with the Company or the termination of his employment, including his rights under the Age Discrimination in Employment Act. The Executive agrees that, as of the date of this Agreement, the Company has not (a) discriminated against him, (b) breached any express or implied contract with him, or (c) otherwise acted unlawfully toward him.

7. Executive, his heirs, personal representatives, successors and assigns (“Executive Releasing Parties”), hereby generally release and discharge the Company, its successors, subsidiaries, and their officers, directors and Executives (“Company Released Parties”) from all claims, liabilities, demands or causes of action, known or unknown, from the beginning of the world up to and including the effective date of this Agreement, except for:

(i) the Company’s obligations under this Agreement and the Consulting Agreement,

(ii) any indemnification rights of the Executive under the Company’s certificate of incorporation and by-laws,

(iii) the Company’s liability to Executive for principal and interest in respect of a note to Executive in the principal amount of $1,250,000 and all of the security for such Note as provided by Section 3(e) of the Amended and Restated Merger Agreement dated as of August 25, 2006 (“Merger Agreement”),

(iv) all rights to consideration pursuant to Section 5 of the Merger Agreement,

(v) the applicable provisions of Section 14 of the Merger Agreement shall apply to the two items listed below in Paragraph 8 B. (i) and (ii), and

(vi) all rights to compensation and benefits to the effective date of this Agreement.

The matters released include, but are not limited to, claims of entitlement to change of control payments or to options, restricted common stock and SAR’s or other equity or equity-related instruments not referred to herein, wrongful discharge, breach of any implied or express contract, whether oral or written, fraud, misrepresentation, or any other tort. This also includes any claims based on any local, state or federal statute relating to age, sex, race, or any other form of discrimination such as, but not limited to, the Age Discrimination In Employment Act, Title VII of the Civil Rights Act of 1964, and other simi