EXHIBIT 10.19

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

                  This First Amendment (the "Amendment") to that certain
Employment Agreement dated as of December 5, 2003 (the "Employment Agreement")
among David Heilman (the "Executive") and General Nutrition Centers, Inc., a
Delaware corporation (the "Company") is entered into as of the 12th day of
February 2004 among the Executive and the Company.

                  The Employment Agreement is hereby amended to the extent set
forth below, such amendment to be effective upon the execution hereof by the
Company and the Executive. All other provisions of the Employment Agreement
shall remain in full force and effect.

                  1. Section 4.3(c)(iv) of the Employment Agreement is hereby
amended to read in its entirety as follows:

                  (iv) Unless prohibited by law or, with respect to any insured
benefit, the terms of the applicable insurance contract, the Executive shall (A)
continue to participate in, and be covered under, the Company's group life,
disability, sickness, accident and health insurance programs on the same basis
as other executives of the Company and (B) continue to be entitled to the
perquisites available to the Executive immediately preceding his date of
termination as provided in the Perquisite Policy for Senior Executives (as such
policy may be amended by the Board of Directors of the Company from time to
time), in each case (x) through to the expiration of the Employment Period, or,
(y) in the event that Executive's Base Salary is being paid pursuant to clause
(ii) of this Section 4.3(C), for the two (2) year period the Executive is
entitled to such payment, without giving effect to any further extensions
pursuant to SECTION 2.2 hereof.

                  IN WITNESS WHEREOF, the parties have duly executed this
Agreement, intending it as a document under seal, as of the date first above
written.

WITNESS/
ATTEST:                                         GENERAL NUTRITION CENTERS, INC.

/s/ Thomasine Kiggins                           By: /s/ James M. Sander
-----------------------------                       ----------------------------
                                                    Name: James M. Sander
                                                    Title: Senior Vice President



                                                EXECUTIVE

/s/ Thomasine Kiggins                           /s/  David Heilman
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                                                David Heilman