X0202 4 2006-04-06 0000722617 MEDICAL NUTRITION USA INC MDNU 0001194368 RACHESKY MARK H MD 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001354805 MHR Capital Partners Master Account LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001284082 MHR ADVISORS LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2006-04-06 4 M 0 886666 .75 A 1286766 I (2) Common Stock Warrants (right to buy) .75 2006-04-06 4 M 0 886666 0 D 2003-07-31 2006-07-31 Common Stock, par value $0.0001 per share 886666 0 I (2) The Reporting Person may be deemed to directly beneficially own 400,100 shares of common stock which are included in the total number reported above, as well as the convertible securities owned directly and indirectly by the Reporting Person, all as previously reported on the Form 3 dated September 8, 2004, and the Form 4 dated March 29, 2006. The 886,666 shares of common stock reported as acquired herein are held for the account of MHR Capital Partners Master Account LP, an Anguila limited partnership ("Master Account") and MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners"). MHR Advisors LLC, a Delaware limited liability company ("Advisors") is the general partner of each of Master Account and Capital Partners. The Reporting Person is the managing member of Advisors. In such capacity, the Reporting Peerson may be deemed to be the beneficial owner of the securities held for the accounts of each of Master Account and Capital Partners. The purpose of this Form 4 is to report the exercise of the warrants to purchase shares of common stock described herein by Master Account and Capital Partners. No consideration was paid by any of the Reporting Persons to acquire the warrants and an exercise price of $0.75 per share was paid to the Issuer upon exercise. /s/ Mark H. Rachesky, M.D. 2006-04-10