8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 5, 2010

eDiets.com, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-30559	56-0952883
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1000 Corporate Drive

Suite 600

Fort Lauderdale, FL 33334

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (954) 360-9022

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry Into A Material Definitive Agreement.

On April 5, 2010, eDiets.com, Inc., a Delaware corporation (the “Company”), entered into subscription agreements with investors (the “Investor Subscription Agreements”) relating to the issuance and sale (the “Offering”) by the Company of 5,275,000 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”) at a price of $1.00 per Share. The aggregate net proceeds from the Offering, after deducting the placement agent’s fees and the estimated offering expenses payable by the Company, are expected to be approximately $4.7 million. The Offering is expected to close on April 9, 2010. The Company is making the Offering pursuant to a shelf registration statement on Form S-3 (Registration No. 333-165445) declared effective by the Securities and Exchange Commission on March 25, 2010.

On April 5, 2010, the Company and Prides Capital Fund I, L.P. (“Prides”), the Company’s largest stockholder, entered into a Debt Conversion Agreement (the “Prides Debt Conversion Agreement”) pursuant to which the Company and Prides have agreed to convert the aggregate principal amount of the three outstanding Senior Secured Notes issued in favor of Prides on August 31, 2007, May 30, 2008 and November 13, 2008 (the “Prides Notes”) plus all accrued and unpaid interest through the date of conversion, into shares of Common Stock at a per share price equal to the price at which the Shares will be sold in the Offering (the “Prides Debt Conversion”). As of March 31, 2010, the Prides Notes had an aggregate principal balance of $15,145,000 and aggregate accrued and unpaid interest of $6,327,533. Pursuant to the Prides Debt Conversion Agreement, Prides has agreed to release all security interests, liens and other encumbrances on the assets of the Company held by Prides pursuant to the following Security Agreements: Security Agreement dated August 31, 2007 by and between the Company, eDiets, Inc., Nutrio.com, Inc. and Prides; the Intellectual Property Security Agreement dated August 31, 2007 by and between the Company, eDiets, Inc., Nutrio.com, Inc. and Prides; the Security Agreement dated May 30, 2008 by and between the Company, eDiets, Inc., Nutrio.com, Inc. and Prides and the Intellectual Property Security Agreement dated May 30, 2008 by and between the Company, eDiets, Inc., Nutrio.com, Inc. and Prides. Further, pursuant to the Prides Debt Conversion Agreement, Prides has agreed to release the guarantors under any and all obligations arising under or in connection with the Subsidiary Guaranty Agreements in favor of Prides dated August 31, 2007 and May 30, 2008.

In addition, on April 5, 2010, the Company and Kevin A. Richardson, II, one of the Company’s directors and an officer of Prides, entered into a Debt Conversion Agreement (the “Richardson Debt Conversion Agreement,” and together with the Prides Debt Conversion Agreement, the “Debt Conversion Agreements”) pursuant to which the Company and Mr. Richardson agreed to convert the aggregate principal amount of a Promissory Note issued in favor of Mr. Richardson on March 9, 2010 (the “Richardson Note”) plus all accrued and unpaid interest through the date of conversion, into shares of Common Stock at a per share price equal to the price at which the Shares will be sold in the Offering (the “Richardson Debt Conversion”). As of March 31, 2010, the Richardson Note had an aggregate principal balance of $500,000 and aggregate accrued and unpaid interest of $1,575.

Additionally, the Company entered into Securities Subscription and Purchase Agreements dated April 5, 2010, with Mr. Richardson, Kevin N. McGrath, its CEO and a Company director, and Lee S. Isgur, a Company director (the “Purchase Agreements”). Under the terms of the Purchase Agreements, the specified officers and directors agreed to purchase an aggregate of $500,000 of shares of Common Stock at a per share price equal to the price at which the Shares will be sold in the Offering (the “D&O Private Placement”).

Pursuant to the Debt Conversion Agreements and the Securities Subscription and Purchase Agreement with Mr. Richardson, the Company made representations and warranties relating to, among other things, corporate organization, good standing and qualification to do business; corporate power and authority to enter into and perform its obligations under, and enforceability of, the agreements; required regulatory consents, approvals, orders and filings; the absence of breaches, violations or defaults under laws, or conflict with, other contracts or organizational documents; the receipt of consents, approvals, orders and filings; capitalization; tax matters; liabilities; litigation; permits; title to property; intellectual property matters; compliance with laws; insurance matters; labor disputes; supplier and customer relations; and approval under Section 203 of the Delaware General Corporation Law.

Pursuant to the Prides Debt Conversion Agreement, Prides waived (i) the prohibition on related party transactions outside the ordinary course of business under its August 2007 Note and Warrant Purchase Agreement and the May 2008 Note and Purchase Warrant with the Company as to the Offering, D&O Private Placement and the Richardson Debt Conversion, (ii) the prepayment premium pursuant to certain of the Prides Notes in respect of the Prides Debt Conversion, and (iii) the mandatory prepayment provisions pursuant to certain of the Prides Notes in respect of the Offering, D&O Private Placement, and Richardson Debt Conversion.

The Prides Debt Conversion, Richardson Debt Conversion and D&O Private Placement are contingent upon the completion of the Offering, approval of the Company’s stockholders of the issuance of the shares of Common Stock in the Prides Debt Conversion, Richardson Debt Conversion and D&O Private Placement, an amendment to the Company’s Certificate of Incorporation increasing the Company’s authorized Common Stock to at least 100,000,000 (the “Authorized Capital Increase”) and other customary closing conditions. In addition, the Prides Debt Conversion and Richardson Debt Conversion are contingent on the Company’s receipt of at least $3 million in gross proceeds from the sale of Shares in the Offering. Prides, which owned 15,118,726 shares, or 52%, of the Company’s outstanding common stock as of March 31, 2010, has agreed to execute a written consent approving (i) the issuance of the shares of Common Stock in the Prides Debt Conversion, Richardson Debt Conversion and D&O Private Placement and (ii) the Authorized Capital Increase.

In connection with the required stockholder approval, pursuant to the Debt Conversion Agreements and the Purchase Agreements, the Company has agreed to prepare and file an information statement with the SEC and to send the information statement to stockholders as required by Regulation 14C under the Securities Exchange Act of 1934, as amended, and Delaware law. The Prides Debt Conversion, the Richardson Debt Conversion and the D&O Private Placement will not close until at least 20 calendar days after a definitive information statement is sent to stockholders.

In connection with the Prides Debt Conversion, Richardson Debt Conversion and D&O Private Placement, on April 5, 2010, the Company executed a second amendment to the Registration Rights Agreement dated June 23, 2009 and amended on September 8, 2009 (“Registration Rights Amendment”). Pursuant to the Registration Rights Amendment, the Company agreed to register for resale the shares of Common Stock issued pursuant to the Purchase Agreements and the Debt Conversion Agreements. The effectiveness of the Registration Rights Amendment is contingent upon the completion of the Prides Debt Conversion pursuant to the Prides Debt Conversion Agreement.

The Company entered into a placement agency agreement dated April 5, 2010 (the “Placement Agency Agreement”) with Roth Capital Partners, LLC (the “Placement Agent”) pursuant to which the Placement Agent agreed to act as the exclusive placement agent on a best efforts basis for the Offering. The Company will pay the Placement Agent a cash fee equal to 7% of the gross proceeds of the Shares issued in the Offering. In addition, the Company will reimburse the Placement Agent for all reasonable out-of-pocket expenses that have been incurred by the Placement Agent in connection with the Offering, which shall not exceed 1% of the gross proceeds received by the Company from the sale of Shares in the Offering. The Placement Agent has also agreed to act as the placement agent with respect to the D&O Private Placement and the Richardson Debt Conversion on the same basis as in the Offering, and accordingly will receive a cash fee equal to 7% of the price per share of the Common Stock issued in the D&O Private Placement and Richardson Debt Conversion ($0.07 per share). In addition, the Company will also reimburse the Placement Agent for all reasonable out-of-pocket expenses that have been incurred by the Placement Agent in connection with the D&O Private Placement and Richardson Debt Conversion, which shall not exceed 1% of the price per share of the Common Stock issued in the D&O Private Placement and Richardson Debt Conversion.

The foregoing description of the Investor Subscription Agreements, the Debt Conversion Agreements, the Purchase Agreements, the Registration Rights Amendment and the Placement Agency Agreement (collectively, the “Agreements”) does not purport to be complete and is qualified in its entirety by reference to the Agreements, copies of which are filed as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

The Agreements are provided to give investors information regarding their respective terms. They are not provided to give investors factual information about the Company or any other parties thereto. In addition, the representations, warranties and covenants contained in the Agreements were made only for purposes of those Agreements and as of specific dates, were solely for the benefit of the parties to those Agreements, and may be subject to limitations agreed by the contracting parties, including being qualified by disclosures exchanged between the parties in connection with the execution of the Agreements. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under these Agreements and should not view the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company.

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 is incorporated by reference herein.

The issuance of the shares of Common Stock in the Prides Debt Conversion and Richardson Debt Conversion, and the sale of the shares of Common Stock to specified directors and officers in the D&O Private Placement will be done in private placements exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure

On April 6, 2010, the Company issued a press release with respect to the pricing of the Offering and sale of the Shares and the issuance of shares of Common Stock in the D&O Private Placement and upon conversion of the Prides Notes and the Richardson Note. A copy of the press release is attached as Exhibit 99.1 to this report.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
1.1	Placement Agency Agreement, dated as of April 5, 2010, by and between eDiets.com, Inc. and Roth Capital Partners, LLC.
5.1	Opinion of Holland & Knight LLP.
10.40	Form of Subscription Agreement.
10.41	Debt Conversion Agreement, dated as of April 5, 2010, by and between eDiets.com, Inc. and Prides Capital Fund I, L.P.
10.42	Debt Conversion Agreement, dated as of April 5, 2010, by and between eDiets.com, Inc. and Kevin A. Richardson, II.
10.43	Securities Subscription and Purchase Agreement, dated April 5, 2010, by and between eDiets.com, Inc. and Kevin A. Richardson, II.
10.44	Securities Subscription and Purchase Agreement, dated April 5, 2010, by and among eDiets.com, Inc., Kevin N. McGrath and Lee S. Isgur.
10.45	Amendment No. 2 to Registration Rights Agreement, dated April 5, 2010, by and among eDiets.com, Inc., Prides Capital Fund I, L.P., Kevin Richardson, Lee Isgur and Kevin McGrath.
99.1	Press release dated April 6, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	eDiets.com, Inc.
Date: April 6, 2010	By:	/s/ Kevin N. McGrath
		Kevin N. McGrath
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Exhibit Title
1.1	Placement Agency Agreement, dated as of April 5, 2010, by and between eDiets.com, Inc. and Roth Capital Partners, LLC.
5.1	Opinion of Holland & Knight LLP.
10.40	Form of Subscription Agreement.
10.41	Debt Conversion Agreement, dated as of April 5, 2010, by and between eDiets.com, Inc. and Prides Capital Fund I, L.P.
10.42	Debt Conversion Agreement, dated as of April 5, 2010, by and between eDiets.com, Inc. and Kevin A. Richardson, II.
10.43	Securities Subscription and Purchase Agreement, dated April 5, 2010, by and between eDiets.com, Inc. and Kevin A. Richardson, II.
10.44	Securities Subscription and Purchase Agreement, dated April 5, 2010, by and among eDiets.com, Inc., Kevin N. McGrath and Lee S. Isgur.
10.45	Amendment No. 2 to Registration Rights Agreement, dated April 5, 2010, by and among eDiets.com, Inc., Prides Capital Fund I, L.P., Kevin Richardson, Lee Isgur and Kevin McGrath.
99.1	Press release dated April 6, 2010.

EX-1.1

Exhibit 1.1

PLACEMENT AGENCY AGREEMENT

April 5, 2010

Roth Capital Partners, LLC

24 Corporate Plaza

Newport Beach, CA 92660

Ladies and Gentlemen:

eDiets.com, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell, through Roth Capital Partners, LLC (“Roth”), up to an aggregate of 5,275,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) to certain investors (each an “Investor” and, collectively, the “Investors”). The Shares are sometimes referred to herein as the “Securities.”

The Company and Roth hereby confirm their agreement as follows:

1. Agreement to Act as Placement Agent.

(a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Placement Agency Agreement (the “Agreement”), Roth shall serve as the exclusive placement agent in connection with the issuance and sale by the Company of the Securities from the Registration Statement (as defined in Section 2 below), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, Roth and the Investors. Roth shall act on a best efforts basis and does not guarantee that it will be able to sell the Securities in the prospective Offering. It shall be a condition to the Offering that the Company enter into binding agreements (i) to convert all outstanding amounts under the Notes (as defined in Section 7(g)) into shares of Common Stock at a price no better than the purchase price of the Securities issued in the Offering (the “Debt Conversion”), which agreement shall be subject only to stockholder approval, the consummation of the Offering and certain customary conditions, and (ii) to sell to selected insiders, as agreed to by such persons and the Company, shares of Common Stock in an aggregate amount of no less than $500,000 on the same terms and conditions as the Securities are issued in the Offering (the “PIPE”), which agreement shall be subject only to stockholder approval, the consummation of the Offering and certain customary conditions. The Company shall use its best efforts to cause such agreements to be executed and to take any and all steps to cause such transactions to be presented to the Company’s stockholders for their approval.

(b) As compensation for services rendered, on the Closing Date (as defined below), the Company shall pay to Roth an aggregate amount equal to 7.0% of the gross proceeds received by the Company from the sale of the Securities. The purchase price to the Investors for each Share is US$1.00 (the “Offering Price”). Roth may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering. The term of Roth’s exclusive engagement will be sixty (60) days from the date hereof (the “Exclusive Term”). Roth will be entitled to collect all fees earned through termination.

2. Registration Statement and Final Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-165445) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission thereunder (the “Rules and Regulations”), and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, as amended (including post effective amendments thereto), the exhibits and any schedules thereto and the documents and information otherwise deemed to be a part thereof or included therein by the Securities Act or otherwise pursuant to the Rules and Regulations, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The Company will file with the Commission pursuant to Rule 424 under the Securities Act a prospectus supplement relating to the Securities to the form of prospectus included in the Registration Statement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and the final prospectus supplement as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.”

For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus, or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Applications or predecessor system. All references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, or the Final Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

3. Representations and Warranties Regarding the Offering.

(a) The Company represents and warrants to, and agrees with, Roth, as of the date hereof and as of the Closing Date, except as otherwise indicated, as follows:

(i) At each time of effectiveness, at the date hereof and at the Closing Date, the Registration Statement and any post-effective amendment thereto, complied or will comply in all material respects with the requirements of the Securities Act and the Rules and Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Disclosure Package (as defined below) as of the date hereof and at the Closing Date, and the Final Prospectus, as amended or supplemented, at the time of filing pursuant to Rule 424(b) under the Securities Act and at the Closing Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto or the Final Prospectus made in reliance upon, and in conformity with, written information furnished to the Company by Roth specifically for use in the preparation thereof. The Registration Statement contains all exhibits and schedules required to be filed by the Securities Act or the Rules and Regulations. No order preventing or suspending the effectiveness or use of the Registration Statement or the Final Prospectus is in effect and no proceedings for such purpose have been instituted or are pending, or, to the Knowledge of the Company, are threatened in writing by the Commission. The term “Knowledge” as used in this Agreement shall mean actual knowledge of the Company’s officers after due and reasonable inquiry.

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(ii) The documents incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, were filed on a timely basis with the Commission and none of such documents, when they were filed (or, if amendments to such documents were filed, when such amendments were filed), contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Any further documents so filed and incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this paragraph and elsewhere in this Agreement, “Time of Sale Disclosure Package” means the Base Prospectus, the Final Prospectus most recently filed with the Commission before the time of this Agreement, any subscription agreement between the Company and the Investors, and any issuer free writing prospectus as defined in Rule 433 of the Act (each, an “Issuer Free Writing Prospectus”), if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package.

(iii) The financial statements of the Company, together with the related notes, included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus comply in all material respects with the requirements of the Securities Act and the Exchange Act and fairly present in all material respects the financial condition of the Company as of the dates indicated and the results of operations and changes in cash flows for the periods therein specified in conformity with generally accepted accounting principles consistently applied throughout the periods involved; and the supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein. No other financial statements or schedules are required to be included in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus. To the Company’s Knowledge, Ernst & Young LLP is an independent public accounting firm with respect to the Company within the meaning of the Securities Act and the Rules and Regulations.

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(iv) The Company had a reasonable basis for, and made in good faith, each “forward-looking statement” (within the meaning of Section 27A of the Securities Act or Section 21E of the Exchange Act) contained or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus.

(v) All statistical or market-related data included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus are based on or derived from sources that the Company reasonably believes to be reliable and accurate, and the Company has obtained the written consent to the use of such data from such sources, to the extent required.

(vi) There is no action pending to delist the Common Stock from The NASDAQ Capital Market (“NASDAQ”), nor has the Company received any notification that NASDAQ is currently contemplating terminating such listing. When issued, the Shares will be listed on NASDAQ.

(vii) The Securities have been or will be qualified for sale under the securities laws of such jurisdictions (United States and foreign) as Roth determines, or are or will be exempt from the qualification and broker-dealer requirements of such jurisdictions, provided that the Company shall not be required to (A) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (B) file any general consent to service of process in any such jurisdiction, or (C) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(viii) The Company has not taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(ix) The Company is not an “ineligible issuer,” as defined in Rule 405 of the Securities Act. Subject to Section 6(d) below, the Company represents and warrants that it has not prepared or had prepared on its behalf or used or referred to any Issuer Free Writing Prospectus in connection with the Offering. Subject to Section 6(d) below, the Company has not distributed and the Company will not distribute, prior to the completion of the distribution of the Securities, any offering material in connection with the Offering other than subscription agreements between the Company and the Investors and the Base Prospectus, the Final Prospectus, the Registration Statement, and copies of the documents, if any, incorporated by reference therein.

(x) The Company is not and, after giving effect to the offering and sale of the Securities, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

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(b) Any certificate signed by any officer of the Company and delivered to Roth or to Roth’s counsel in connection with this offering shall be deemed a representation and warranty by the Company to Roth as to the matters covered thereby.

4. Representations and Warranties Regarding the Company.

(a) The Company represents and warrants to and agrees with Roth, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, as follows:

(i) The Company and each of its subsidiaries has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. The Company and each of its subsidiaries has the corporate power and authority to own its properties and conduct its business as currently being carried on and as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, and is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business makes such qualification necessary and in which the failure to so qualify would have or is reasonably likely to result in a material adverse effect upon the business, properties, operations, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, or in its ability to perform its obligations under this Agreement (“Material Adverse Effect”).

(ii) The Company has the corporate power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

(iii) The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (A) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any law, rule or regulation to which the Company or any subsidiary is subject, or by which any property or asset of the Company or any subsidiary is bound or affected, (B) conflict with, result in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (the “Contracts”) or obligation or other understanding to which the Company or any subsidiary is a party of by which any property or asset of the Company or any subsidiary is bound or affected, or (C) result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Company’s charter or bylaws, except in the case of clauses (A) and (B) such breaches, violations, defaults, or conflicts which are not, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect.

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(iv) All consents, approvals, orders, authorizations and filings required on the part of the Company and its subsidiaries in connection with the execution, delivery or performance of this Agreement have been obtained or made other than (i) such as have been made or obtained under the federal securities laws, FINRA rules or NASDAQ rules, (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement and in the Final Prospectus, (iii) the filing of a Current Report on Form 8-K regarding the Offering with the Commission or (iv) such consents, approvals, authorizations and filings the failure of which to make or obtain is not reasonably likely to result in a Material Adverse Effect.

(v) All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Shares, when issued, will be duly authorized and validly issued, fully paid and nonassessable, issued in compliance with all applicable securities laws, and free of preemptive, registration or similar rights.

(vi) Except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus and except for eDiets, Inc., eDiets, B.V.I., Inc., eDiets, Europe Limited and Nutrio.com, Inc., each of which is a wholly-owned subsidiary the Company, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity.

(vii) Each of the Company and its subsidiaries has filed all foreign, federal, state and local returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof. Except as individually or in the aggregate would not reasonably be likely to result in a Material Adverse Effect, (A) each of the Company and its subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective subsidiary (other than such taxes as the Company or any of its subsidiaries are contesting in good faith and for which adequate reserves have been provided), (B) the provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements, and (C) except as disclosed in writing to Roth, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its subsidiaries. The term “taxes” mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements, and other documents required to be filed in respect to taxes.

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(viii) Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, (A) neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations, direct or contingent, required to be reflected on a balance sheet in accordance with generally accepted accounting principles, or entered into any material transactions other than in the ordinary course of business, (B) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (C) there has not been any change in the capital stock of the Company or any of its subsidiaries (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or the issuance of restricted stock awards or restricted stock units under the Company’s existing stock awards plan, or any new grants thereof in the ordinary course of business), (D) there has not been any material change in the Company’s long-term or short-term debt, and (E) there has not been the occurrence of any Material Adverse Effect.

(ix) There is not pending or, to the Knowledge of the Company, threatened, any action, suit or proceeding to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company is the subject before or by any court or governmental agency, authority or body, or any arbitrator or mediator, which is reasonably likely to result in a Material Adverse Effect.

(x) The Company and each of its subsidiaries holds, and is in compliance with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders (“Permits”) of any governmental or self-regulatory agency, authority or body required for the conduct of its business, and all such Permits are in full force and effect, in each case except where the failure to hold, or comply with, any of them is not reasonably likely to result in a Material Adverse Effect.

(xi) The Company and its subsidiaries have good and marketable title to all property (whether real or personal) described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus as being owned by them that are material to the business of the Company, in each case free and clear of all liens, claims, security interests, other encumbrances or defects, except as described in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus or those that are not reasonably likely to result in a Material Adverse Effect. The property held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company or its subsidiaries.

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(xii) The Company and each of its subsidiaries owns or possesses or has valid right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property”) necessary for the conduct of the business of the Company and its subsidiaries as currently carried on and as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, except those the absence of which are not reasonably likely to result in a Material Adverse Effect. To the Knowledge of the Company, no action or use by the Company or any of its subsidiaries will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property of others, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any written notice alleging any such infringement or fee.

(xiii) The Company and each of its subsidiaries has complied with, is not in violation of, and has not received any written notice of violation relating to any applicable law, rule or regulation relating to the conduct of its business, or the ownership or operation of its property and assets, including, without limitation (to the extent applicable), (A) the Currency and Foreign Transactions Reporting Act of 1970, as amended, or any money laundering laws, rules or regulations, (B) any laws, rules or regulations related to health, safety or the environment, including those relating to the regulation of hazardous substances, (C) the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission thereunder, (D) the Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder, and (E) the Employment Retirement Income Security Act of 1974 and the rules and regulations thereunder, in each case except where the failure to be in compliance is not reasonably likely to result in a Material Adverse Effect.

(xiv) Neither the Company nor any of its subsidiaries nor, to the Knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the Offering of the Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(xv) The Company and each of its subsidiaries carries, or is covered by, insurance in such amounts and covering such risks as is adequate for the conduct of its business and the value of its properties and as is customary for companies engaged in similar businesses in similar industries.

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(xvi) No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the Knowledge of the Company, is imminent that is reasonably likely to result in a Material Adverse Effect.

(xvii) Neither the Company nor any of its subsidiaries is in violation, breach or default under its certificate of incorporation, bylaws or other equivalent organizational or governing documents, except where the violation is not reasonably likely to result in a Material Adverse Effect.

(xviii) Neither the Company, its subsidiaries nor, to its Knowledge, any other party is in violation, breach or default of any Contract that is reasonably likely to result in a Material Adverse Effect.

(xix) No supplier, customer, distributor or sales agent of the Company has notified the Company that it intends to discontinue or decrease the rate of business done with the Company, except where such decrease is not reasonably likely to result in a Material Adverse Effect.

(xx) There are no claims, payments, issuances, arrangements or understandings for services in the nature of a finder’s, consulting or origination fee with respect to the introduction of the Company to Roth or the sale of the Securities hereunder or any other arrangements, agreements, understandings, payments or issuances with respect to the Company to which the Company is a party that, to the Knowledge of the Company, may affect Roth’s compensation, as determined by the Financial Industry Regulatory Authority (“FINRA”).

(xxi) Except as disclosed to Roth in writing, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to (A) any person, as a finder’s fee, investing fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who provided capital to the Company, (B) any FINRA member, or (C) any person or entity that has any direct or indirect affiliation or association with any FINRA member within the 12-month period prior to the date on which the Registration Statement was filed with the Commission (“Filing Date”) or thereafter.

(xxii) Except as disclosed to Roth in writing, to the Company’s Knowledge, none of the following persons has any direct or indirect affiliation or association with any FINRA member: (A) officer or director of the Company or its subsidiaries, (B) owner of 5% or more of the Company’s unregistered securities or that of its subsidiaries or (iii) owner of any amount of the Company’s unregistered securities acquired within the 180-day period prior to the Filing Date,. The Company will advise Roth and its counsel if it becomes aware that any officer, director or stockholder of the Company or its subsidiaries is or becomes an affiliate or associated person of a FINRA member participating in the Offering.

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(xxiii) Other than Roth, no person has the right to act as a placement agent, underwriter or as a financial advisor in connection with the sale of the Securities contemplated hereby.

5. Closing and Settlement. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”) at the offices of Roth Capital Partners, LLC (or at such other place as shall be agreed upon by Roth and the Company), the first such Closing to take place at 7:00 a.m. Pacific time on April 9, 2010 (unless another time shall be agreed to by Roth and the Company). Prior to the Closing Date, each Investor will confirm its purchase price and the number of Shares such Investor has purchased with such Investor’s custodian bank or prime broker. On the Closing Date (i) the Investors will provide their purchase price by delivery of immediately available funds versus receipt of their Shares through such Investor’s executing broker’s delivery versus payment account established at Roth, (ii) the Company will deliver, or cause to be delivered, to Roth, the aggregate number of Shares purchased by Investors by authorizing the release of the Shares to Roth’s clearing firm, Ridge Clearing & Outsourcing Solutions DTC 0158, via DWAC delivery prior to the release of the federal funds wire to the Company for payment of such Shares, (iii) Roth will deliver, or cause to be delivered, to each Investor, such Investor’s Shares in accordance with the instructions provided by such Investor on their executing broker’s account versus payment for such Shares and (iv) Roth will deliver, or cause to be delivered, to the Company, the aggregate purchase price of all Investors, minus applicable fees and disbursements.

6. Covenants. The Company covenants and agrees with Roth as follows:

(a) During the period beginning on the date hereof and ending on the later of the Closing Date or such date, as determined by Roth, when the Final Prospectus is no longer required by law to be delivered in connection with sales by an underwriter or dealer (the “Prospectus Delivery Period”), prior to amending or supplementing the Registration Statement, including any Rule 462 Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, the Company shall furnish to Roth for review and comment a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which Roth promptly and reasonably objects.

(b) From the date of this Agreement until the end of the Prospectus Delivery Period, the Company shall promptly advise Roth in writing (A) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (B) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Time of Sale Disclosure Package or the Final Prospectus, (C) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending its use or the use of the Time of Sale Disclosure Package, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time during the Prospectus Delivery Period, the Company will use its reasonable efforts to obtain the lifting of such order at the earliest practicable time. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A and 430B, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433 were received in a timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b) of the Securities Act).

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(c) During the Prospectus Delivery Period, the Company will comply with all requirements imposed upon it by the Securities Act, as now and hereafter amended, and by the Rules and Regulations, as from time to time in force, and by the Exchange Act, as now and hereafter amended, so far as necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions hereof, the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. If during such period any event occurs the result of which the Final Prospectus would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is reasonably necessary or appropriate in the opinion of the Company or its counsel or Roth or its counsel to amend the Registration Statement or supplement the Final Prospectus to comply with the Securities Act, the Company will promptly notify Roth and will amend the Registration Statement or supplement the Final Prospectus so as to correct such statement or omission or effect such compliance.

(d) The Company covenants that it will not, unless it obtains the prior written consent of Roth, make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Act. In the event that Roth expressly consents in writing to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants that it shall (i) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) comply with the requirements of Rule 164 and 433 of the Act applicable to such Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(e) The Company will furnish to Roth and counsel for Roth copies of the Registration Statement, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as practicable and in such quantities as Roth may from time to time reasonably request.

(f) The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement (which need not be audited) covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.

(g) The Company will not take, directly or indirectly, during the Prospectus Delivery Period, any action designed to or which might reasonably be expected to cause or result in, or that has constituted, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

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(h) The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (i) all reasonable, documented, out-of-pocket expenses incurred by Roth in connection with its engagement as placement agent hereunder, including fees and expenses of Roth’s counsel, up to a maximum of 1% of the gross proceeds from the Offering (ii) all expenses and fees (including, without limitation, fees and expenses of the Company’s counsel) in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, the Time of Sale Disclosure Package, the Final Prospectus, any Issuer Free Writing Prospectus and any amendment thereof or supplement thereto, (iii) all reasonable filing fees incurred in connection with the qualification of the Securities for offering and sale by Roth or by dealers under the securities or blue sky laws of the states and other jurisdictions that Roth shall designate, (iv) the fees and expenses of any transfer agent or registrar, (v) listing fees, if any, and (vi) all other costs and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for herein.

(i) During the Exclusive Term, the Company will not issue or sell any Common Stock or any other equity or equity-linked securities, including warrants and options to purchase Common Stock (other than under existing stock option plans or upon the conversion or exercise of securities that are outstanding on the date hereof), at less than the Offering Price or equivalent.

(j) As soon as practicable after the date hereof (and in any event no later than April 15, 2010 with respect to the filing with the Commission of the preliminary Information Statement), the Company shall:

(i) obtain stockholder approval by written consent of (A) the issuance of Common Stock in connection with the Debt Conversion and the PIPE (the “Issuance”) and (B) the increase in the Company’s authorized Common Stock to at least 100,000,000 shares (the “Authorized Capital Increase”);

(ii) prepare (A) an information statement relating to the approval under NASDAQ Listing Rule 5635(d) of the Issuance, as contemplated by and in accordance with Regulation 14C under the Exchange Act (an “Information Statement”; for the sake of clarity, the Authorized Capital Increase will be addressed in the Information Statement) and (B) an amendment to the Company’s definitive proxy statement on Schedule 14A, previously filed with the Commission on March 22, 2010 with respect to proposal 3 contained therein, which relates to the increase in the number of shares of Common Stock authorized for issuance by the Company (the “Proxy Statement Amendment”);

(iii) file the Information Statement and Proxy Statement Amendment with the Commission and use its reasonable best efforts to have the preliminary Information Statement cleared by the Commission as promptly as practicable; and

(iv) cause the definitive Information Statement and Proxy Statement Amendment to be disseminated to the stockholders of the Company in accordance with the provisions of the General Corporation Law of the State of Delaware and Regulation 14A or 14C, as the case may be, as soon as possible (and in the case of the definitive Information Statement, after the preliminary Information Statement is cleared with the Commission).

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(k) The Company will (i) disseminate the Information Statement and the Proxy Statement Amendment, in accordance with the provisions of the DGCL and Regulation 14A or 14C, as the case may be, to stockholders of the Company at least 20 calendar days prior to the date of closing of the Debt Conversion and the PIPE, (ii) use its reasonable best efforts to provide on a timely basis additional information required by NASDAQ with respect to its Listing of Additional Shares notification for the shares of Common Stock to be issued in connection with the Debt Conversion and the PIPE and (iii) amend its Certificate of Incorporation to effect the Authorized Capital Increase as soon as practicable after completion of the matters set forth in Section 6(j) and in accordance with the DGCL, the Exchange Act and the rules and regulations of the Commission thereunder.

7. Conditions of Roth’s Obligations. The obligations of Roth hereunder are subject to the accuracy, as of the date hereof and at the applicable Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions:

(a) If filing of the Final Prospectus, or any amendment or supplement thereto, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package or the Final Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus, or otherwise) shall have been complied with to Roth’s reasonable satisfaction.

(b) Roth shall not have reasonably determined and advised the Company that the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, or any amendment thereof or supplement thereto, contains an untrue statement of fact which, in Roth’s reasonable opinion, is material, or omits to state a fact which, in Roth’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading.

(c) On the applicable Closing Date, there shall have been furnished to Roth the opinion and negative assurance letters of counsel for the Company, dated the applicable Closing Date and addressed to Roth, in form and substance reasonably satisfactory to Roth, to the effect set forth in Schedule II.

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(d) Roth shall have received a letter from Ernst & Young LLP, on the applicable Closing Date addressed to Roth, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information, including any financial information contained in reports filed by the Company with the Commission pursuant to the reporting requirements of the Exchange Act, and other matters reasonably required by Roth consistent with customary practice for such letters.

(e) On the applicable Closing Date, there shall have been furnished to Roth a certificate, dated the applicable Closing Date and addressed to Roth, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that:

(i) The representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the applicable Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the applicable Closing Date;

(ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package or the Final Prospectus has been issued, and no proceeding for that purpose has been instituted or, to their Knowledge, is threatened in writing by the Commission or any state or regulatory body; and

(iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the applicable Closing Date.

(f) The Common Stock shall be registered under the Exchange Act and shall be listed on NASDAQ, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from NASDAQ, nor shall the Company have received any written notice that the Commission or NASDAQ is contemplating terminating such registration or listing or suspending the Common Stock from trading on NASDAQ or any other national securities exchange.

(g) The holders of the Notes shall have converted, or have entered into a binding agreement to convert concurrently with the Closing, all amounts outstanding under the Notes into shares of Common Stock at a conversion rate no better than the purchase price of the Securities issued in the Offering. “Notes” shall mean the Senior Secured Notes issued by the Company in 2007 and 2008 to Prides Capital Fund I, L.P. in the original aggregate principal amount of $15,145,000 and the Promissory Note dated March 9, 2010 in the original principal amount of $500,000 issued by the Company to Kevin Richardson.

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(h) The Company shall have furnished to Roth and counsel for Roth such additional documents, certificates and evidence as Roth or counsel for Roth may have reasonably requested.

If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by Roth by notice to the Company at any time at or prior to the applicable Closing Date and such termination shall be without liability of any party to any other party, except that Section 1(b), Section 6(h), Section 8 and Section 9 shall survive any such termination and remain in full force and effect.

8. Indemnification and Contribution.

(a) The Company agrees to indemnify, defend and hold harmless Roth, its affiliates, directors and officers and employees, and each person, if any, who controls Roth within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities to which Roth or such person may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations, the Time of Sale Disclosure Package, the Final Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or the Final Prospectus), or any Issuer Free Writing Prospectus or in any materials or information provided to Investors by, or with the written approval of, the Company in connection with the marketing of the Offering of the Securities, including any roadshow or investor presentations (whether in person or electronically) (“Marketing Materials”), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) in whole or in part, any inaccuracy in the representations and warranties of the Company contained herein, or (iii) in whole or in part, any failure of the Company to perform its obligations hereunder or under applicable law, and will reimburse Roth for any documented, out of pocket legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by Roth specifically for use in the preparation thereof, and provided, further, that such indemnity with respect to any Prospectus, Issuer Free Writing Prospectus or Marketing Materials shall not inure to the benefit of Roth (or any person controlling Roth) if such loss, claim, damage or liability (i) results from a failure by Roth to send or give a copy of the Prospectus (as amended or supplemented) or Issuer Free Writing Prospectus to such person, if Roth was furnished a copy thereof for such purpose by the Company, at or prior to the confirmation of the sale of the Securities to such person and such delivery is required by the Act.

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(b) Roth will indemnify and hold harmless the Company, its affiliates, directors, officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Roth), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by Roth specifically for use in the preparation thereof, and will reimburse the Company for any documented, out of pocket legal or other expenses reasonably incurred by the Company in connection with evaluating, investigating or defending against any such loss, claim, damage, liability or action.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b), above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable, documented, out of pocket costs of investigation; provided, however, that if (i) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (ii) a conflict or potential conflict exists (based on the reasonable advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party), or (iii) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, the indemnified party shall have the right to employ a single counsel to represent it in any claim in respect of which indemnity may be sought under subsection (a) or (b) of this Section 8, in which event the reasonable, documented, out of pocket fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the indemnified party as incurred. Notwithstanding anything to the contrary in this Section 8, in no event shall an indemnifying party be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing all indemnified parties.

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The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent (not to be unreasonably withheld), but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (not to be unreasonably withheld), effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is a party or could be named and indemnity was or would be sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional release of such indemnified party from all liability for claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b), above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and Roth, on the other hand, from the Offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and Roth, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and Roth, on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the Offering (before deducting expenses) received by the Company, and the total placement agent fees received by Roth, in each case as set forth on the cover page of the Final Prospectus, bear to the aggregate offering price of the Securities set forth on such cover. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or Roth and the parties’ relevant intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and Roth agree that it would not be just and equitable if contributions pursuant to this subsection (d) were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the first sentence of this subsection (d). The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim that is the subject of this subsection (d). Notwithstanding the other provisions of this subsection (d), Roth shall not be required to contribute any amount in excess of the amount of Roth’s placement agent fees actually received by Roth from the Offering of the Securities. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

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(e) The obligations of the Company under this Section 8 shall be in addition to any liability that the Company may otherwise have and the benefits of such obligations shall extend, upon the same terms and conditions, to each person, if any, who controls Roth within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and the obligations of Roth under this Section 8 shall be in addition to any liability that Roth may otherwise have and the benefits of such obligations shall extend, upon the same terms and conditions, to the Company, and its officers, directors and each person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.

(f) For purposes of this Agreement, Roth confirms, and the Company acknowledges, that there is no information concerning Roth furnished in writing to the Company by Roth specifically for preparation of or inclusion in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, other than the statements regarding Roth set forth in the “Plan of Distribution” section of the Final Prospectus and Time of Sale Disclosure Package, only insofar as such statement relate to the amount of selling concession and related activities that may be undertaken by Roth.

9. Representations and Agreements to Survive Delivery. All representations, warranties, and agreements of the Company herein or in certificates delivered pursuant hereto including, but not limited to, the agreements of Roth and the Company contained in Section 1(b), Section 6(h) and Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Roth or any controlling person thereof, or the Company or any of its officers, directors, or controlling persons, and shall survive delivery of, and payment for, the Securities to and by Roth hereunder.

10. Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to Roth, shall be mailed, delivered or faxed to Roth Capital Partners, LLC, 24 Corporate Plaza, Newport Beach, CA, facsimile number: (949) 720-7223, Attention: Jeff Ng; and if to the Company, shall be mailed, delivered or faxed to it at 1000 Corporate Drive, Suite 600, Fort Lauderdale, FL 33334, facsimile number: (954) 938-0031, Attention: Andrew Kingston, Esq.; or in each case to such other address as the person to be notified may have requested in writing. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.

11. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the controlling persons, officers and directors referred to in Section 8. In addition, the investors who purchase Securities pursuant to the Subscription Agreements shall be entitled to rely on the representations, warranties, covenants and agreements of the Company contained in this Agreement and shall be third party beneficiaries thereof. Except as indicated above, nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision herein contained.

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12. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) Roth has been retained solely to act as placement agent in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and Roth has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether Roth has advised or is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by Roth and the Investors following discussions and arms-length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that Roth and its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that Roth has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that Roth is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of Roth, and not on behalf of the Company.

13. No Limitations. Nothing in this Agreement shall be construed to limit the ability of Roth or its affiliates to (a) trade in the Company’s or any other company’s securities or publish research on the Company or any other company, subject to applicable law, or (b) pursue or engage in investment banking, financial advisory or other business relationships with entities that may be engaged in or contemplate engaging in, or acquiring or disposing of, businesses that are similar to or competitive with the business of the Company.

14. Amendments and Waivers. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver be deemed or constitute a continuing waiver unless otherwise expressly provided.

15. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision.

16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

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17. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission and electronic mail attaching a portable document file (.pdf)) in one or more counterparts and, if executed and delivered in more than one counterpart, the executed counterparts shall each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.

[Signature Page Follows]

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Please sign and return to the Company the enclosed duplicates of this letter whereupon this letter will become a binding agreement between the Company and Roth in accordance with its terms.

Very truly yours,
EDIETS.COM, INC.
By:	/s/ Thomas Hoyer
Name:	Thomas Hoyer
Title:	CFO

Confirmed as of the date first above-written:
ROTH CAPITAL PARTNERS, LLC
By:	/s/ Jeff Ng
Name:	Jeff Ng
Title:	Managing Director

[SIGNATURE PAGE TO PLACEMENT AGENCY AGREEMENT]

SCHEDULE I

Subscription Agreement

EX-5.1

Exhibit 5.1

Holland & Knight LLP

1 E. Broward Blvd., Suite 1300

Ft. Lauderdale, FL 33301

April 6, 2010

eDiets.com, Inc.

1000 Corporate Drive, Suite 600

Fort Lauderdale, FL 33334

Ladies and Gentlemen:

We have acted as special counsel to eDiets.com, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of 5,275,000 shares of common stock, $0.001 par value per share, of the Company (the “Shares”) pursuant to a Registration Statement on Form S-3 (such Registration Statement, as amended from time to time, is herein referred to as the “Registration Statement”) and the related Prospectus and Prospectus Supplement (together with the Prospectus, the “Prospectus Supplement”) to be filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(5) under the Act. The Shares are to be sold to certain purchasers (the “Purchasers”) pursuant to Subscription Agreements (the “Subscription Agreements”), between the Company and each of the Purchasers. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In so acting, we have examined such documents, including the Registration Statement, the Prospectus Supplement, the Restated Certificate of Incorporation, as amended, and By-laws of the Company and certain resolutions of the Board of Directors of the Company relating to the registration of the Shares and related matters as we have considered necessary and appropriate for the purposes of the opinions set forth below.

In addition, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Company and documents furnished to us by the Company without independent verification of their accuracy. We have also assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.

Based upon and subject to the foregoing, we are of opinion that the Shares have been duly authorized and, when issued and paid for in accordance with the terms and conditions of the Subscription Agreements, will be validly issued, fully paid and non-assessable.

This opinion is subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws of general applicability, affecting or limiting the rights of creditors, and general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law).

The foregoing opinion is limited to the General Corporation Law of the State of Delaware, including all Delaware statutes, all Delaware court decisions and all provisions of the Delaware constitution that affect the interpretation of the General Corporation Law and the federal laws of the United States of America.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In addition, we consent to the reference to our name under the caption “Legal Opinions” in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission issued thereunder.

HOLLAND & KNIGHT LLP

/s/ HOLLAND & KNIGHT LLP

EX-10.40

Exhibit 10.40

SUBSCRIPTION AGREEMENT

This subscription agreement (this “Subscription Agreement”) is dated April 5, 2010, by and between the investor identified on the signature page hereto (“Investor”), and eDiets.com, Inc., a Delaware corporation (the “Company”), whereby the parties agree as follows:

1. Subscription.

a) Investor agrees to buy and the Company agrees to sell and issue to Investor such number of shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), set forth on the signature page hereto (the “Shares”) for the purchase price set forth on the signature page hereto (the “Purchase Price”).

b) The Shares have been registered on a Form S-3, File No. 333-165445, which registration statement (the “Registration Statement”) has been declared effective by the Securities and Exchange Commission, has remained effective since such date and is effective on the date hereof. A final prospectus will be delivered as required by law.

c) On April 9, 2010 (the “Closing Date”), subject to the satisfaction or waiver of all of the closing conditions set forth in the Placement Agency Agreement (the “Placement Agreement”) dated April 5, 2010 by and between the Company and Roth Capital Partners, LLC (“Roth”), (a) the Investor shall pay the aggregate Purchase Price for the Shares by delivery of immediately available funds to such Investor’s executing broker’s delivery versus payment account established at Roth, (b) the Company will deliver, or cause to be delivered, to Roth the Shares by authorizing the release of the Shares to Roth’s clearing firm via DWAC delivery prior to the release of the federal funds wire to the Company for payment of such Shares, (c) Roth will deliver, or cause to be delivered, to the Investor, such Investor’s Shares in accordance with the instructions provided by such Investor on its executing broker’s account versus payment for such Shares and (d) Roth will deliver, or cause to be delivered, to the Company, the aggregate purchase price for the Securities, minus applicable fees and disbursements.

2. Company Representations and Warranties. The Placement Agreement contains representations, warranties, covenants and agreements of the Company that may be relied upon by the Investor, which shall be a third party beneficiary thereof. The Company represents and warrants that a true and correct copy of the Placement Agreement is attached hereto as Exhibit A. In addition, and without limiting the generality of the foregoing, the Company represents and warrants that: (a) it has full right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and subject to general principles of equity; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby will not (i) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any law, rule or regulation to which the Company or any subsidiary is subject, or by which any property or asset of the Company or any subsidiary is bound or affected, (ii) conflict with, result in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument or obligation or other understanding to which the Company or any subsidiary is a party of by which any property or asset of the Company or any subsidiary is bound or affected, or (iii) result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Company’s charter or bylaws, except in the case of clauses (i) and (ii) such breaches, violations, defaults, or conflicts which are not, individually or in the aggregate, reasonably likely to result in a material adverse effect upon the business, properties, operations, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, or in its ability to perform its obligations under the Subscription Agreement; (d) the Shares have been duly authorized for sale and issuance, and when issued and delivered, will be validly issued, fully paid and nonassessable; (e) all preemptive rights or rights of first refusal held by stockholders of the Company and applicable to the transactions contemplated hereby, if any, have been duly satisfied or waived in accordance with the terms of the agreements between the Company and such stockholders conferring such rights; and (f) except with respect to the transactions contemplated by the Placement Agreement, this Subscription Agreement and other subscription agreements entered into pursuant to the Placement Agreement, the Company has not provided the Investor or any of its officers or directors with any material, non-public information.

3. Investor Representations, Warranties and Acknowledgments. Investor represents and warrants that: (a) it has full right, power and authority to enter into this Subscription Agreement and to perform all of its obligations hereunder; (b) this Subscription Agreement has been duly authorized and executed by and constitutes a valid and binding agreement of Investor enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally; (c) the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a breach of (i) Investor’s certificate of incorporation or by-laws (or other similar governing documents), or (ii) any material agreement or any law or regulation to which Investor is a party or by which any of its property or assets is bound; (d) prior to the execution hereof, Investor has had full access to and relied only upon (i) the prospectus, dated March 25, 2010 (the “Base Prospectus”), contained in the Registration Statement, (ii) any prospectus supplements to the Base Prospectus, including in each case information incorporated by reference therein, and (iii) the pricing, placement agency and expense information contained in this Subscription Agreement; and (e) it has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with such Investor, engaged in any transactions in the securities of the Company (including, without limitations, any short sales (as defined in Rule 200(a) of Regulation SHO) involving the Company’s securities) since the time that such Investor was first contacted by the Company or Roth Capital Partners, LLC (“Roth”) regarding an investment in the Company. Investor covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it will engage in any transactions in the securities of the Company (including short sales) prior to the time that the transactions contemplated by this Subscription Agreement are publicly disclosed.

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4. Covenants.

a) The Company will not issue or sell any Common Stock or other equity or equity-linked securities (other than under existing equity incentive plans or as a result of the exercise, exchange or conversion of outstanding Company securities that are exercisable or exchangeable for, or convertible into Common Stock) for thirty calendar days from the date of this Subscription Agreement at less than the per share Purchase Price or equivalent.

b) The Company shall, by 8:30 a.m. (New York City time) on the trading day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and issue a Current Report on Form 8-K including the Placement Agreement and form of subscription agreement as exhibits thereto. The Company agrees that neither the press release nor the Current Report on Form 8-K will contain the identity of the Investors, unless otherwise required by law or any regulatory agency that regulates the Company. From and after the issuance of such press release and Current Report on Form 8-K, the Company shall have publicly disclosed all material, non-public information delivered to the Investor by the Company, if any, or any of its officers or directors in connection with the transactions contemplated hereby.

5. Miscellaneous.

a) Roth is serving as placement agent in this transaction and consummation of the transaction is subject to the terms and conditions of the Placement Agreement.

b) This Subscription Agreement constitutes the entire understanding and agreement between the parties with respect to its subject matter and there are no agreements or understandings with respect to the subject matter hereof which are not contained in this Subscription Agreement. This Subscription Agreement may be modified only in writing signed by the parties hereto. The Company represents and warrants that this Subscription Agreement is and will be the same in all material respects with other subscription agreements entered into pursuant to or in connection with the Placement Agreement. The Company shall promptly notify the Investor of any proposed amendment or modification to Section 3 (Representations and Warranties Regarding the Offering), Section 4 (Representations and Warranties Regarding the Company), Section 6 (Covenants), Section 7 (Conditions of Roth’s Obligations), Section 9 (Representations and Agreements to Survive Delivery) or Section 11 (Persons Entitled to Benefit of Agreement) of the Placement Agreement, which shall require the prior written consent of the Investor.

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c) All representations, warranties, and agreements of the Company herein or in the Placement Agreement shall survive delivery of, and payment for, the Shares hereunder.

d) This Subscription Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. Execution may be made by delivery of a facsimile or PDF.

e) The provisions of this Subscription Agreement are severable and, in the event that any court or officials of any regulatory agency of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Subscription Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Subscription Agreement and this Subscription Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible, so long as such construction does not materially adversely effect the economic rights of either party hereto.

f) All communications hereunder shall be in writing and shall be mailed, hand delivered, sent by a recognized overnight courier service such as Federal Express, or sent via facsimile and confirmed by letter, to the party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing:

To the Company: as set forth on the signature page hereto.

To the Investor: as set forth on the signature page hereto.

All notices hereunder shall be effective upon receipt by the party to which it is addressed.

g) This Subscription Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. To the extent determined by such court, the prevailing party shall reimburse the other party for any reasonable legal fees and disbursements incurred in enforcement of, or protection of any of its rights under this Subscription Agreement.

*****

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IN WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement effective as of the date first written above.

COMPANY:

EDIETS.COM, INC.

By:

Name:

Its:

Address for Notice:

Andrew B. Kingston, Esq.

eDiets.com, Inc.

1000 Corporate Drive, Suite 600

Fort Lauderdale, FL 33334

With a copy to:

Kara L. MacCullough, Esq.

Holland & Knight, LLP

1 E. Broward Blvd., Suite 1300

Fort Lauderdale, FL 33301

[SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT]

	INVESTOR:
	(Print Name of Investor)
Number of Shares:	By:
	Name:
Purchase Price per Share:	Its:

Name and address in which the Shares

should be registered:

DWAC Instructions: (if applicable)

Name of DTC Participant:

DTC Participant Number:

Account Number:

[SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT]

EXHIBIT A

PLACEMENT AGREEMENT

EX-10.41

Exhibit 10.41

DEBT CONVERSION AGREEMENT

This Debt Conversion Agreement (the “Agreement”) is made as of April 5, 2010 by and between eDiets.com, Inc., a Delaware corporation (the “Company”), and Prides Capital Fund I, L.P. (the “Debt Holder”).

RECITALS

A. The Debt Holder and the Company are parties to (i) the Note and Warrant Purchase Agreement dated as of August 31, 2007 between the Company and the Debt Holder (the “August 2007 Note and Warrant Purchase Agreement”) pursuant to which the Company issued a Senior Secured Note dated as of August 31, 2007 in the original principal amount of $10,000,000 (the “August 2007 Note”) and (ii) the Note and Warrant Purchase Agreement dated as of May 30, 2008 between the Company and the Debt Holder (the “May 2008 Note and Warrant Purchase Agreement”) pursuant to which the Company issued a Senior Secured Note, dated as of May 30, 2008, in the original principal amount of $2,595,000 (the “May 2008 Note”) and a Senior Secured Note, dated as of November 13, 2008, in the original principal amount of $2,550,000 (the “November 2008 Note” and together with the August 2007 Note and the May 2008 Note, the “Notes”).

B. The Debt Holder and the Company are parties to the Security Agreement dated August 31, 2007 by and between eDiets.com, Inc., eDiets, Inc., Nutrio.com, Inc. and the Debt Holder; the Intellectual Property Security Agreement dated August 31, 2007 by and between eDiets.com, Inc., eDiets, Inc., Nutrio.com, Inc. and the Debt Holder; the Security Agreement dated May 30, 2008 by and between eDiets.com Inc., eDiets, Inc., Nutrio.com, Inc. and the Debt Holder and the Intellectual Property Security Agreement dated May 30, 2008 by and between eDiets.com Inc., eDiets, Inc., Nutrio.com, Inc. and the Debt Holder (collectively the “Security Agreements”).

C. eDiets, Inc. and Nutrio.com, Inc. (the “Guarantors”) have entered into Subsidiary Guaranty Agreements in favor of the Debt Holder dated August 31, 2007 and May 30, 2008 (collectively the “Guarantees”).

D. Pursuant to the Notes, the Debt Holder is the holder of the liabilities and obligations of the Company and the Guarantors which are described in Schedule 1 hereto (the “Obligations”). The outstanding principal balance and accrued and unpaid interest of each of the Obligations is set forth in Schedule 1 to this Agreement.

E. The Company is considering conducting a public offering of shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), to raise additional capital pursuant to an effective shelf registration statement (File No. 333-165445) (the “Registration Statement”) on file with the Securities and Exchange Commission (the “SEC”) and has retained Roth Capital Partners, LLC as placement agent for such offering (the “Public Offering”).

F. In order to facilitate the Company’s ability to raise additional equity capital in the Public Offering, subject to the occurrence and effective as of the Closing, the Debt Holder and the Company desire that the Debt Holder exchange the Notes (including the entire principal balance of the Obligations and the accrued and unpaid interest thereon) for shares of Common Stock on the terms and conditions set forth herein and, in connection therewith, to (i) release all claims held by the Company or the Debt Holder against the other party with respect to the Obligations and the payment of principal and interest thereon and (ii) effect the release of any and all security interests, liens and other encumbrances on the assets of the Company held by the Debt Holder as security for the Obligations.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, agreements, representations and warranties hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, do agree as follows:

AGREEMENT

1. Exchange of Notes, Release of Security and Waivers.

1.1 Exchange of Notes for Common Stock. Subject to the terms and conditions of this Agreement, at the Closing (as defined herein) the Debt Holder agrees to surrender and deliver the Notes to the Company in exchange for the issuance to Debt Holder of such number of shares of Common Stock as shall be equal to (a) the sum of (i) the Obligations (including the entire outstanding principal balance of the Obligations) plus (ii) all accrued and unpaid interest thereon through the Closing divided by (b) the public offering price of the Common Stock in the Public Offering (such shares of Common Stock, the “Securities”). By surrendering and delivering the Notes in exchange for Common Stock, each party acknowledges and agrees that, subject to and effective upon Closing, (x) neither the Notes nor the Obligations will be outstanding, (y) that each party will be deemed to have released all claims held by such party against the other party with respect to the Notes and the Obligations and the payment of principal and interest thereon and (z) the Company shall have no further obligations to the Debt Holder pursuant to the August 2007 Note and Warrant Purchase Agreement, the May 2008 Note and Warrant Purchase Agreement and the Notes (collectively, the “Note Agreements”), except with respect to any outstanding warrants to purchase Common Stock issued to Debt Holder pursuant to the Note Agreements (the “Warrants”) and any registration rights agreement entered into by the Company and Debt Holder in connection with the Note Agreements (the “Registration Rights Agreements”), which Warrants and Registration Rights Agreements will continue in full force and effect in accordance with their terms.

1.2 Release of Security Interests. Subject to and effective upon Closing, (i) the Debt Holder hereby cancels, terminates and releases any and all security interests, liens and other encumbrances held by or for the benefit of the Debt Holder pursuant to the Security Agreements with respect to the Obligations in or on the assets, rights or other property of the Company, including, without limitation, all security interests, liens and other encumbrances on the patents, trademarks and other intellectual property rights of the Company (collectively, the “Security Interests”) and (ii) the Debt Holder agrees to execute and deliver such instruments and documents (including UCC-3 filings) and take such other action the Company deems necessary or advisable to effect the complete release of all Security Interests.

1.3 Release of Guarantors. Subject to and effective upon Closing, the Debt Holder hereby releases the Guarantors, and the Guarantors hereby release the Debt Holder, under any and all obligations arising under or in connection with the Guarantees.

1.4 General Release. It is the intention of the parties hereto that, subject to and effective upon Closing, in executing this instrument, the same shall be effective as a bar to each and every claim, demand and cause of action, known or unknown as of the date hereof solely insofar as such claim, demand or cause of action relates to the Obligations, including the Guarantees, or the Note Agreements (other than the Warrants or the Registration Rights Agreements). Each party expressly agrees that the above release shall be given full force and effect according to each and all of the express terms and provisions in the Note Agreements, including those provisions in the Note Agreements relating to the unknown and unsuspected claims, demands and causes of action hereinabove specified.

1.5 Waivers.

(a) In order to carry out the issuance of Common Stock (i) to certain investors in a private placement pursuant to the Securities Subscription and Purchase Agreements between the Company and the investors named therein, dated as of the date hereof, (the “Private Subscription Agreements”) and (ii) in exchange for all amounts outstanding (including principal balance and accrued and unpaid interest) on the Promissory Note dated March 9, 2010 in the original principal amount of $500,000 issued by the Company to Kevin Richardson (the “Richardson Exchange”), effective upon execution of this Agreement, the Debt Holder hereby waives the application of Section 4.2 of each of the August 2007 Note and Warrant Purchase Agreement and the May 2008 Note and Purchase Warrant only in respect of the transactions contemplated by the Private Subscription Agreements and the Richardson Exchange. The August 2007 Note and Warrant Purchase Agreement and the May 2008 Note and Warrant Purchase Agreement, except to the extent of the waiver specifically provided for herein, are and shall continue to be in full force and effect until the Closing and are hereby in all respects ratified and confirmed.

(b) Effective upon execution of this Agreement, the Debt Holder hereby waives the following provisions of the May 2008 Note and the November 2008 Note:

(i) the application of Section 1.2 with respect to any prepayment premium in connection with the conversion of the Obligations pursuant to this Agreement; and

(ii) the application of Section 1.3 in connection with the Public Offering, the Private Subscription Agreements and the Richardson Exchange.

(c) Effective upon execution of this Agreement, the Debt Holder hereby waives the application of Section 10 of the May 2006 Securities Purchase Agreement in connection with the Public Offering, the Private Subscription Agreements and the Richardson Exchange.

1.6 Closing; Deliveries.

(a) The conversion of the Obligations into Common Stock shall take place as soon as reasonably practicable following the satisfaction of the conditions set forth in Sections 5 and 6 below, which closing shall be held in the offices of the Company, or at such other place as may be mutually agreeable to the Company and the Debt Holder (the “Closing”).

(b) At the Closing or as soon as practicable thereafter, and in any event within two weeks after the Closing, the Company shall deliver to the Debt Holder certificates representing the shares of Common Stock issued to Debt Holder pursuant to this Agreement.

(c) At the Closing, the Debt Holder shall deliver to the Company:

(i) each of the Notes or other documents evidencing the Obligations listed in Schedule 1 which shall be marked by the Company as “Cancelled”; and

(ii) such instruments and documents (including UCC-3 filings) and as may be necessary to effect the full and complete release of all Security Interests.

2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Debt Holder that:

2.1 The Company and each of its subsidiaries has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. The Company and each of its subsidiaries has the corporate power and authority to own its properties and conduct its business as currently being carried on and as described in the Registration Statement, and is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business makes such qualification necessary and in which the failure to so qualify would have or is reasonably likely to result in a material adverse effect upon the business, properties, operations, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, or in its ability to perform its obligations under this Agreement (“Material Adverse Effect”).

2.2 The Company has the corporate power and authority to enter into this Agreement. This Agreement has been duly authorized by all necessary corporate action (including such action as is required by Section 144 of the General Corporation Law of the State of Delaware (“DGCL”)), executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

2.3 Subject to receipt of those approvals and consummation of the actions contemplated by Sections 6.4, 6.5 and 6.6 below, the execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (A) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any law, rule or regulation to which the Company or any subsidiary is subject, or by which any property or asset of the Company or any subsidiary is bound or affected, (B) conflict with, result in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (the “Contracts”) or obligation or other understanding to which the Company or any subsidiary is a party of by which any property or asset of the Company or any subsidiary is bound or affected, or (C) result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Company’s charter or bylaws, except in the case of clauses (A) and (B) such breaches, violations, defaults, or conflicts which are not, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect.

2.4 All consents, approvals, orders, authorizations and filings required on the part of the Company and its subsidiaries in connection with the execution, delivery or performance of this Agreement have been obtained or made other than (i) such as have been made or obtained under the federal securities laws, FINRA rules or NASDAQ rules, (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement, (iii) the filing of a Current Report on Form 8-K regarding the Agreement with the SEC, (iv) those approvals and actions contemplated by Sections 6.4, 6.5 and 6.6 below and (v) such consents, approvals, authorizations and filings the failure of which to make or obtain is not reasonably likely to result in a Material Adverse Effect.

2.5 All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform to the description thereof in the Registration Statement. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Securities, when issued, will be duly authorized and validly issued, fully paid and nonassessable, issued in compliance with all applicable securities laws, and free of preemptive, registration or similar rights.

2.6 Except as set forth in the Registration Statement and except for eDiets, Inc., eDiets, B.V.I., Inc., eDiets, Europe Limited and Nutrio.com, Inc., each of which is a wholly-owned subsidiary the Company, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity.

2.7 Each of the Company and its subsidiaries has filed all foreign, federal, state and local returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof. Except as individually or in the aggregate would not reasonably be likely to result in a Material Adverse Effect, (a) each of the Company and its subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective subsidiary (other than such taxes as the Company or any of its subsidiaries are contesting in good faith and for which adequate reserves have been provided), (b) the provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements, and (c) except as disclosed in writing to Debt Holder, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its subsidiaries. The term “taxes” mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements, and other documents required to be filed in respect to taxes.

2.8 Since the respective dates as of which information is given in the Registration Statement, except for the transactions contemplated by this Agreement, the Public Offering, the Private Subscription Agreements and the Richardson Exchange, (A) neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations, direct or contingent, required to be reflected on a balance sheet in accordance with generally accepted accounting principles, or entered into any material transactions other than in the ordinary course of business, (B) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (C) there has not been any change in the capital stock of the Company or any of its subsidiaries (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or the issuance of restricted stock awards or restricted stock units under the Company’s existing stock awards plan, or any new grants thereof in the ordinary course of business), (D) there has not been any material change in the Company’s long-term or short-term debt, and (E) there has not been the occurrence of any Material Adverse Effect.

2.9 There is not pending or, to the Knowledge of the Company, threatened, any action, suit or proceeding to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company is the subject before or by any court or governmental agency, authority or body, or any arbitrator or mediator, which is reasonably likely to result in a Material Adverse Effect. The term “Knowledge” as used in this Agreement shall mean actual knowledge of the Company’s officers after due and reasonable inquiry.

2.10 The Company and each of its subsidiaries holds, and is in compliance with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders (“Permits”) of any governmental or self regulatory agency, authority or body required for the conduct of its business, and all such Permits are in full force and effect, in each case except where the failure to hold, or comply with, any of them is not reasonably likely to result in a Material Adverse Effect.

2.11 The Company and its subsidiaries have good and marketable title to all property (whether real or personal) described in the Registration Statement as being owned by them that are material to the business of the Company, in each case free and clear of all liens, claims, security interests, other encumbrances or defects, except as described in the Registration Statement or those that are not reasonably likely to result in a Material Adverse Effect. The property held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company or its subsidiaries.

2.12 The Company and each of its subsidiaries owns or possesses or has valid right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property”) necessary for the conduct of the business of the Company and its subsidiaries as currently carried on and as described in the Registration Statement, except those the absence of which are not reasonably likely to result in a Material Adverse Effect. To the Knowledge of the Company, no action or use by the Company or any of its subsidiaries will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property of others, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any written notice alleging any such infringement or fee.

2.13 The Company and each of its subsidiaries has complied with, is not in violation of, and has not received any written notice of violation relating to any applicable law, rule or regulation relating to the conduct of its business, or the ownership or operation of its property and assets, including, without limitation (to the extent applicable), (A) the Currency and Foreign Transactions Reporting Act of 1970, as amended, or any money laundering laws, rules or regulations, (B) any laws, rules or regulations related to health, safety or the environment, including those relating to the regulation of hazardous substances, (C) the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC thereunder, (D) the Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder, and (E) the Employment Retirement Income Security Act of 1974 and the rules and regulations thereunder, in each case except where the failure to be in compliance is not reasonably likely to result in a Material Adverse Effect.

2.14 Neither the Company nor any of its subsidiaries nor, to the Knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the Public Offering, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

2.15 The Company and each of its subsidiaries carries, or is covered by, insurance in such amounts and covering such risks as is adequate for the conduct of its business and the value of its properties and as is customary for companies engaged in similar businesses in similar industries.

2.16 No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the Knowledge of the Company, is imminent that is reasonably likely to result in a Material Adverse Effect.

2.17 Neither the Company nor any of its subsidiaries is in violation, breach or default under its certificate of incorporation, bylaws or other equivalent organizational or governing documents, except where the violation is not reasonably likely to result in a Material Adverse Effect.

2.18 Neither the Company, its subsidiaries nor, to its Knowledge, any other party is in violation, breach or default of any Contract that is reasonably likely to result in a Material Adverse Effect.

2.19 No supplier, customer, distributor or sales agent of the Company has notified the Company that it intends to discontinue or decrease the rate of business done with the Company, except where such decrease is not reasonably likely to result in a Material Adverse Effect.

2.20 The Company and its board of directors, or a special committee thereof, have taken all action necessary to exempt this Agreement and the transactions contemplated hereby from the restrictions on business combinations with interested stockholders set forth in Section 203 of the DGCL.

For the sake of clarity, and without limitation of the Debt Holder’s right to monetary damages for the breach or failure to be true of any representations and warranties, the failure of any representations and warranties in this Section 2 to be true and correct shall not be a condition to the Closing and shall not entitle the Debt Holder not to consummate the exchange of the Notes for the Securities and perform its obligations hereunder.

3. Representations and Warranties of the Debt Holder. The Debt Holder hereby represents and warrants to the Company that:

3.1 Authorization. The Debt Holder has full power and authority to enter into this Agreement. All corporate or other action on the part of the Debt Holder, and if applicable, its officers, directors, stockholders and/or partners necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations of the Debt Holder hereunder has been taken or will be taken prior to the Closing. This Agreement, when executed and delivered by the Debt Holder, will constitute valid and legally binding obligations of the Debt Holder, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or any other laws of general application affecting enforcement of creditors rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.2 Acquiring Securities Entirely for Own Account. The Debt Holder hereby represents that the Securities to be issued to the Debt Holder hereunder will be acquired for investment for the Debt Holder as principal for its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Debt Holder has no present intention of selling the same. By executing this Agreement, the Debt Holder further represents that the Debt Holder does not presently have any contract, undertaking, agreement or arrangement with any person to sell to any of the Securities to be issued hereunder.

3.3 Accredited Investor; Pre-existing Relationship with the Company. The Debt Holder was at the time it was offered the Securities, is as of the date hereof and as of the Closing an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information the Debt Holder deemed relevant in making an informed decision to purchase the Securities and is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. The Debt Holder further represents and warrants that the Debt Holder has a pre-existing relationship with the Company and has been in discussions regarding the conversion of the Obligations prior to the commencement of the Public Offering, and Debt Holder is not effecting the conversion contemplated herein in reliance on the Registration Statement or any prospectus supplement filed in connection therewith.

3.4 Restricted Stock. The Debt Holder understands that the Securities are “restricted securities” and have not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Debt Holder in this Agreement; the Debt Holder is acquiring the Securities in the ordinary course of business and for the Debt Holder’s own account for investment only, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities.

3.5 Transfer Restrictions. The Debt Holder will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder.

3.6 Legend. The Debt Holder understands that the Securities will bear a legend that the Company, in its sole reasonable discretion, deems necessary or advisable under the Securities Act or by the Blue Sky laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended. The Company may instruct its transfer agent not to register the transfer of any Securities until and unless the conditions specified in the legend are satisfied.

4. Further Agreements.

4.1 Information Statement and Filings.

(a) As soon as practicable after the date hereof, the Company shall:

(i) prepare (A) an information statement relating to the approval under NASDAQ Listing Rule 5635(d) of the issuance (the “Issuance”) of shares of Common Stock (i) to certain investors pursuant to the Private Subscription Agreements and (ii) to the Debt Holder pursuant to this Agreement (and to Kevin Richardson in connection with the Richardson Exchange) as contemplated by and in accordance with Regulation 14C under the Securities Exchange Act of 1934, as amended (an “Information Statement”; for the sake of clarity, the Authorized Capital Increase will be addressed in the Information Statement) and (B) an amendment to the Company’s definitive proxy statement on Schedule 14A, previously filed with the SEC on March 22, 2010 with respect to proposal 3 contained therein, which relates to the increase in the number of shares of Common Stock authorized for issuance by the Company (the “Proxy Statement Amendment”);

(ii) file the Information Statement and Proxy Statement Amendment with the SEC and use its reasonable best efforts to have the preliminary Information Statement cleared by the SEC as promptly as practicable; and

(iii) (A) cause the definitive Information Statement and Proxy Statement Amendment to be disseminated to the stockholders of the Company in accordance with the provisions of the DGCL and Regulation 14A or 14C, as the case may be, as soon as possible (and in the case of the definitive Information Statement, after the preliminary Information Statement is cleared with the SEC) and (B) use its reasonable best efforts to provide on a timely basis additional information required by NASDAQ with respect to its Listing of Additional Shares notification for the Securities.

(b) The Company shall give the Debt Holder and its legal counsel a reasonable opportunity to review, and shall consider all reasonable changes suggested by the Debt Holder regarding, the documents described in Section 4.1(a), any amendment or supplement thereto, and any related proposed response to any comment of the SEC staff by the Company or its representatives (collectively, the “SEC Documents”) prior to filing of any such SEC Document with the SEC, and promptly provide the Debt Holder with SEC comments or requests (including summaries of any oral comments) related to the SEC Documents. Each of the parties hereto shall correct promptly any information provided by it to be used specifically in the SEC Documents, if required, that shall have become false or misleading in any material respect and shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the SEC Documents so as to correct the same and to cause the SEC Documents as so corrected to be disseminated to the stockholders of Company, in each case to the extent required by applicable law.

4.2 Voting Agreement. The Debt Holder agrees that it will at any meeting of the Company’s stockholders, however called and any postponement or adjournment thereof, or in connection with any written consent of the Company’s stockholders, vote (or, if applicable, execute consents and approvals in respect of) all of the shares of Common Stock that it owns of record or beneficially as of the date of this Agreement, or that it acquires prior to the Closing, in favor of the Issuance and the Authorized Capital Increase (as defined below), and against any action or agreement that would result in the Issuance or the Authorized Capital Increase not being consummated. The Debt Holder agrees that prior to the Closing, it will not, directly or indirectly sell, transfer, assign, pledge, hypothecate or otherwise dispose of the record or beneficial ownership of, or enter into any other voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or other grant with respect to its shares of Common Stock.

4.3 Amendment to Registration Rights Agreement. The Company and the Debt Holder have entered into an amendment to that certain registration rights agreement between the Company and the Debt Holder dated as of June 23, 2009 and as amended on September 8, 2009, in the form of Exhibit A to this Agreement, to become effective concurrently with the Closing.

5. Conditions of the Debt Holder’s Obligations at Closing. The obligations of the Debt Holder to the Company under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, unless otherwise waived:

5.1 Qualifications. All authorizations, consents, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance of the shares of Common Stock pursuant to this Agreement shall be obtained and effective as of the Closing.

5.2 Information Statement and Filings. The Information Statement and the Proxy Statement Amendment shall have been disseminated, in accordance with the provisions of the DGCL and Regulation 14A or 14C, as the case may be, to stockholders of the Company at least 20 calendar days prior to the date of the Closing.

5.3 Increase in Authorized Common Stock. The Company’s Certificate of Incorporation shall have been amended to increase the Company’s authorized Common Stock to at least100,000,000 (the “Authorized Capital Increase”).

5.4 Public Offering. The Public Offering shall have been completed and the Company shall have received at least $3,000,000 in gross proceeds therefrom.

6. Conditions of the Company’s Obligations at Closing. The obligations of the Company to the Debt Holder under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, unless otherwise waived:

6.1 Representations and Warranties. The representations and warranties of the Debt Holder contained in Section 3 shall be true and correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.

6.2 Performance. All covenants, agreements and conditions contained in this Agreement to be performed by the Debt Holder on or prior to the Closing shall have been performed or complied with in all material respects.

6.3 Qualifications. All authorizations, consents, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the shares of Common Stock pursuant to this Agreement shall be obtained and effective as of the Closing.

6.4 Stockholder Approval. The Company shall have obtained the requisite stockholder approval via written consent for the Issuance in satisfaction of NASDAQ Listing Rule 5635 and all other relevant rules and regulations of The NASDAQ Stock Market and in accordance with the Company’s certificate of incorporation and bylaws and the DGCL.

6.5 Information Statement and Filings. The Information Statement and the Proxy Statement Amendment shall have been disseminated, in accordance with the provisions of the DGCL and Regulation 14A or 14C, as the case may be, to stockholders of the Company at least 20 calendar days prior to the date of the Closing.

6.6 Increase in Authorized Common Stock. The Company’s Certificate of Incorporation shall have been amended to effect the Authorized Capital Increase.

6.7 Public Offering. The Public Offering for at least $3,000,000 in gross proceeds shall have been completed.

6.8 Litigation. No court or governmental authority or regulatory body of the United States or of any state of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, law, ordinance, rule, regulation, judgment, decree, injunction or other order that is in effect or taken any other action (whether temporarily, preliminarily or permanently) enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or otherwise seeking material damages in connection therewith.

7. Miscellaneous.

7.1 Further Actions. The Company and the Debt Holder agree that in case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the parties hereto will take such further action (including without limitation, the execution and delivery of such further instruments and documents) as any other party hereto may reasonably request, provided that no party shall be required to undertake action that would reasonably be expected to result in material liability or (unless reimbursed) expense for such party without its consent.

7.2 Survival of Warranties. Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Debt Holder herein shall survive the execution of this Agreement, the delivery to the Debt Holder of the Securities being purchased and the payment therefor, and a party’s reliance on such representations and warranties shall not be affected by any investigation made by such party or any information developed thereby.

7.3 Transfer; Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

7.4 Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

7.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

7.6 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

7.7 Notices. Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered, delivered by facsimile telephone transmission, delivered by express delivery service (such as Federal Express), or mailed first class U.S. mail, postage prepaid, addressed as follows:

a. If to the Debt Holder:

c/o Prides Capital Partners, LLC

200 State Street

13^th Floor

Boston, MA 02109

Attn: Kevin A. Richardson, II

Tel: 617-778-9200

Fax: 617-778-9299

With a copy to:

Crowell & Moring LLP

1001 Pennsylvania Ave., NW

Washington, DC 20004

Attn: Richard B. Holbrook, Jr., Esq.

Tel: 202-508-8779

Fax: 202-628-5116

b. If to the Company:

eDiets.com, Inc.

1000 Corporate Drive

Suite 600

Ft. Lauderdale, Florida 33334

Attn: Chief Financial Officer

Tel: 954-703-6374

Fax: 954-333-3715

with a copy to:

Holland & Knight LLP

One East Broward Boulevard, Suite 1300

Fort Lauderdale, FL 33301

Attn: Kara L. MacCullough

Tel: 954-525-1000

(or to such other address as any party shall specify by written notice so given), and shall be deemed to have been delivered as of the date so delivered or three (3) days after mailing for domestic mail.

7.8 Legal Fees; Prevailing Party. At the Closing, the Company shall reimburse the reasonable fees and out-of-pocket expenses of the Debt Holder incurred in connection with the negotiation and consummation of the transactions contemplated hereby, including reasonable legal fees and expenses, in an amount not to exceed $25,000.00 in the aggregate. In the event that litigation, arbitration or other quasi-judicial proceedings are commenced by any party to this Agreement, the prevailing party shall be entitled to recover all costs and expenses incurred in connection with or arising out of such proceedings (including reasonable attorneys’ fees and expenses incurred in such proceedings and any appeals thereof).

7.9 Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Company and the Debt Holder. Any amendment or waiver effected in accordance with this Section 7.9 shall be binding upon the Debt Holder and each transferee of the Common Stock, each future holder of all such securities, and the Company.

7.10 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

7.11 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

7.12 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly cancelled.

7.13 Third Party Beneficiaries. Except as specifically provided in Sections 7.3 and 7.9 hereof, no provision of this Agreement is intended for the benefit of any party other than the parties hereto.

7.14 Failure of Public Offering to Occur. In the event that the Public Offering for at least $3,000,000 in gross proceeds shall not have been consummated within 60 days of the date hereof, either party may terminate this Agreement by written notice to the other party.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

EDIETS.COM, INC.
By:	/s/ Thomas Hoyer
Name: Thomas Hoyer
Title: CFO
PRIDES CAPITAL FUND I, L.P.
By: Prides Capital Partners, LLC, its General Partner
By:	/s/ Kevin A. Richardson, II
Name: Kevin A. Richardson, II
Title: Managing Member

[Signature Page to Debt Conversion Agreement]

Schedule 1

Date of Issuance	Original Principal		Maturity Date	Accrued Interest Payable as of March 31, 2010
August 31, 2007	$	10,000,000	August 31, 2010	$	4,607,478
May 30, 2008	$	2,595,000	June 30, 2011	$	1,006,643
November 13, 2008	$	2,550,000	June 30, 2011	$	713,412

EX-10.42

Exhibit 10.42

DEBT CONVERSION AGREEMENT

This Debt Conversion Agreement (the “Agreement”) is made as of April 5, 2010 by and between eDiets.com, Inc., a Delaware corporation (the “Company”), and Kevin A. Richardson, II (the “Debt Holder”).

RECITALS

A. The Company issued to the Debt Holder a Promissory Note dated March 9, 2010 in the original principal amount of $500,000 (the “Note”) pursuant to terms which are described on Schedule 1 hereto (the “Obligation”).

B. The Company is considering conducting a public offering of shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), to raise additional capital pursuant to an effective shelf registration statement (File No. 333-165445) (the “Registration Statement”) on file with the Securities and Exchange Commission (the “SEC”) and has retained Roth Capital Partners, LLC as placement agent for such offering (the “Public Offering”).

F. In order to facilitate the Company’s ability to raise additional equity capital in the Public Offering, subject to the occurrence and effective as of the Closing, the Debt Holder and the Company desire that the Debt Holder exchange the Note (including the entire principal balance of the Obligation and the accrued and unpaid interest thereon) for shares of Common Stock on the terms and conditions set forth herein and, in connection therewith, to release all claims held by the Company or the Debt Holder against the other party with respect to the Obligation and the payment of principal and interest thereon.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, agreements, representations and warranties hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, do agree as follows:

AGREEMENT

1. Exchange of Note; Release.

1.1 Exchange of Note for Common Stock. Subject to the terms and conditions of this Agreement, at the Closing (as defined herein) the Debt Holder agrees to surrender and deliver the Note to the Company in exchange for the issuance to Debt Holder of such number of shares of Common Stock as shall be equal to (a) the sum of (i) the Obligation (including the entire outstanding principal balance of the Obligation) plus (ii) all accrued and unpaid interest thereon through the Closing divided by (b) the public offering price of the Common Stock in the Public Offering (such shares of Common Stock, the “Securities”). By surrendering and delivering the Note in exchange for Common Stock, each party acknowledges and agrees that, subject to and effective upon Closing, (x) neither the Note nor the Obligation will be outstanding, (y) that each party will be deemed to have released all claims held by such party against the other party with respect to the Note and the Obligation and the payment of principal and interest thereon and (z) the Company shall have no further Obligation to the Debt Holder pursuant to the Note.

1.2 General Release. It is the intention of the parties hereto that, subject to and effective upon Closing, in executing this instrument, the same shall be effective as a bar to each and every claim, demand and cause of action, known or unknown as of the date hereof solely insofar as such claim, demand or cause of action relates to the Obligation or the Note. Each party expressly agrees that the above release shall be given full force and effect according to each and all of the express terms and provisions in the Note, including those provisions in the Note relating to the unknown and unsuspected claims, demands and causes of action hereinabove specified.

1.3 Closing; Deliveries.

(a) The conversion of the Obligation into Common Stock shall take place as soon as reasonably practicable following the satisfaction of the conditions set forth in Sections 5 and 6 below, which closing shall be held in the offices of the Company, or at such other place as may be mutually agreeable to the Company and the Debt Holder (the “Closing”).

(b) At the Closing or as soon as practicable thereafter, and in any event within two weeks after the Closing, the Company shall deliver to the Debt Holder certificates representing the shares of Common Stock.

(c) At the Closing, the Debt Holder shall deliver to the Company each of the Note or other documents evidencing the Obligation listed in Schedule 1 which shall be marked by the Company as “Cancelled”.

2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Debt Holder that:

2.1 The Company and each of its subsidiaries has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. The Company and each of its subsidiaries has the corporate power and authority to own its properties and conduct its business as currently being carried on and as described in the Registration Statement, and is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business makes such qualification necessary and in which the failure to so qualify would have or is reasonably likely to result in a material adverse effect upon the business, properties, operations, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, or in its ability to perform its obligations under this Agreement (“Material Adverse Effect”).

2.2 The Company has the corporate power and authority to enter into this Agreement. This Agreement has been duly authorized by all necessary corporate action (including such action as is required by Section 144 of the General Corporation Law of the State of Delaware (“DGCL”)), executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

2.3 Subject to receipt of those approvals and consummation of the actions contemplated by Sections 6.4, 6.5 and 6.6 below, the execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (A) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any law, rule or regulation to which the Company or any subsidiary is subject, or by which any property or asset of the Company or any subsidiary is bound or affected, (B) conflict with, result in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (the “Contracts”) or obligation or other understanding to which the Company or any subsidiary is a party of by which any property or asset of the Company or any subsidiary is bound or affected, or (C) result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Company’s charter or bylaws, except in the case of clauses (A) and (B) such breaches, violations, defaults, or conflicts which are not, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect.

2.4 All consents, approvals, orders, authorizations and filings required on the part of the Company and its subsidiaries in connection with the execution, delivery or performance of this Agreement have been obtained or made other than (i) such as have been made or obtained under the federal securities laws, FINRA rules or NASDAQ rules, (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement, (iii) the filing of a Current Report on Form 8-K regarding the Agreement with the SEC, (iv) those approvals and actions contemplated by Sections 6.4, 6.5 and 6.6 below and (v) such consents, approvals, authorizations and filings the failure of which to make or obtain is not reasonably likely to result in a Material Adverse Effect.

2.5 All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform to the description thereof in the Registration Statement. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Securities, when issued, will be duly authorized and validly issued, fully paid and nonassessable, issued in compliance with all applicable securities laws, and free of preemptive, registration or similar rights.

2.6 Except as set forth in the Registration Statement and except for eDiets, Inc., eDiets, B.V.I., Inc., eDiets, Europe Limited and Nutrio.com, Inc., each of which is a wholly-owned subsidiary the Company, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity.

2.7 Each of the Company and its subsidiaries has filed all foreign, federal, state and local returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof. Except as individually or in the aggregate would not reasonably be likely to result in a Material Adverse Effect, (a) each of the Company and its subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective subsidiary (other than such taxes as the Company or any of its subsidiaries are contesting in good faith and for which adequate reserves have been provided), (b) the provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements, and (c) except as disclosed in writing to Debt Holder, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its subsidiaries. The term “taxes” mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements, and other documents required to be filed in respect to taxes.

2.8 Since the respective dates as of which information is given in the Registration Statement, except for the transactions contemplated by this Agreement, the Public Offering and the Private Subscription Agreement and the proposed exchange by Prides Capital Fund I, L.P. of debt for shares of Common Stock, (A) neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations, direct or contingent, required to be reflected on a balance sheet in accordance with generally accepted accounting principles, or entered into any material transactions other than in the ordinary course of business, (B) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (C) there has not been any change in the capital stock of the Company or any of its subsidiaries (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or the issuance of restricted stock awards or restricted stock units under the Company’s existing stock awards plan, or any new grants thereof in the ordinary course of business), (D) there has not been any material change in the Company’s long-term or short-term debt, and (E) there has not been the occurrence of any Material Adverse Effect.

2.9 There is not pending or, to the Knowledge of the Company, threatened, any action, suit or proceeding to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company is the subject before or by any court or governmental agency, authority or body, or any arbitrator or mediator, which is reasonably likely to result in a Material Adverse Effect. The term “Knowledge” as used in this Agreement shall mean actual knowledge of the Company’s officers after due and reasonable inquiry.

2.10 The Company and each of its subsidiaries holds, and is in compliance with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders (“Permits”) of any governmental or self regulatory agency, authority or body required for the conduct of its business, and all such Permits are in full force and effect, in each case except where the failure to hold, or comply with, any of them is not reasonably likely to result in a Material Adverse Effect.

2.11 The Company and its subsidiaries have good and marketable title to all property (whether real or personal) described in the Registration Statement as being owned by them that are material to the business of the Company, in each case free and clear of all liens, claims, security interests, other encumbrances or defects, except as described in the Registration Statement or those that are not reasonably likely to result in a Material Adverse Effect. The property held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company or its subsidiaries.

2.12 The Company and each of its subsidiaries owns or possesses or has valid right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property”) necessary for the conduct of the business of the Company and its subsidiaries as currently carried on and as described in the Registration Statement, except those the absence of which are not reasonably likely to result in a Material Adverse Effect. To the Knowledge of the Company, no action or use by the Company or any of its subsidiaries will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property of others, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any written notice alleging any such infringement or fee.

2.13 The Company and each of its subsidiaries has complied with, is not in violation of, and has not received any written notice of violation relating to any applicable law, rule or regulation relating to the conduct of its business, or the ownership or operation of its property and assets, including, without limitation (to the extent applicable), (A) the Currency and Foreign Transactions Reporting Act of 1970, as amended, or any money laundering laws, rules or regulations, (B) any laws, rules or regulations related to health, safety or the environment, including those relating to the regulation of hazardous substances, (C) the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC thereunder, (D) the Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder, and (E) the Employment Retirement Income Security Act of 1974 and the rules and regulations thereunder, in each case except where the failure to be in compliance is not reasonably likely to result in a Material Adverse Effect.

2.14 Neither the Company nor any of its subsidiaries nor, to the Knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the Public Offering, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

2.15 The Company and each of its subsidiaries carries, or is covered by, insurance in such amounts and covering such risks as is adequate for the conduct of its business and the value of its properties and as is customary for companies engaged in similar businesses in similar industries.

2.16 No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the Knowledge of the Company, is imminent that is reasonably likely to result in a Material Adverse Effect.

2.17 Neither the Company nor any of its subsidiaries is in violation, breach or default under its certificate of incorporation, bylaws or other equivalent organizational or governing documents, except where the violation is not reasonably likely to result in a Material Adverse Effect.

2.18 Neither the Company, its subsidiaries nor, to its Knowledge, any other party is in violation, breach or default of any Contract that is reasonably likely to result in a Material Adverse Effect.

2.19 No supplier, customer, distributor or sales agent of the Company has notified the Company that it intends to discontinue or decrease the rate of business done with the Company, except where such decrease is not reasonably likely to result in a Material Adverse Effect.

2.20 The Company and its board of directors, or a special committee thereof, have taken all action necessary to exempt this Agreement and the transactions contemplated hereby from the restrictions on business combinations with interested stockholders set forth in Section 203 of the DGCL.

For the sake of clarity, and without limitation of the Debt Holder’s right to monetary damages for the breach or failure to be true of any representations and warranties, the failure of any representations and warranties in this Section 2 to be true and correct shall not be a condition to the Closing and shall not entitle the Debt Holder not to consummate the exchange of the Note for the Securities and perform its obligations hereunder.

3. Representations and Warranties of the Debt Holder. The Debt Holder hereby represents and warrants to the Company that:

3.1 Authorization. The Debt Holder has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Debt Holder, will constitute valid and legally binding obligations of the Debt Holder, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, fraudulent conveyance, or any other laws of general application affecting enforcement of creditors rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.2 Acquiring Securities Entirely for Own Account. The Debt Holder hereby represents that the Securities to be issued to the Debt Holder hereunder will be acquired for investment for the Debt Holder for his own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Debt Holder has no present intention of selling the same. By executing this Agreement, the Debt Holder further represents that the Debt Holder does not presently have any contract, undertaking, agreement or arrangement with any person to sell to any of the Securities to be issued hereunder.

3.3 Accredited Investor; Pre-existing Relationship with the Company. The Debt Holder was at the time he was offered the Securities, is as of the date hereof and as of the Closing an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information the Debt Holder deemed relevant in making an informed decision to purchase the Securities and is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. The Debt Holder further represents and warrants that the Debt Holder has a pre-existing relationship with the Company and has been in discussions regarding the conversion of the Obligation prior to the commencement of the Public Offering, and Debt Holder is not effecting the conversion contemplated herein in reliance on the Registration Statement or any prospectus supplement filed in connection therewith.

3.4 Restricted Stock. The Debt Holder understands that the Securities are “restricted securities” and have not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Debt Holder in this Agreement; the Debt Holder is acquiring the Securities in the ordinary course of business and for the Debt Holder’s own account for investment only, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities.

3.5 Transfer Restrictions. The Debt Holder will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder.

3.6 Legend. The Debt Holder understands that the Securities will bear a legend that the Company, in its sole reasonable discretion, deems necessary or advisable under the Securities Act or by the Blue Sky laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended. The Company may instruct its transfer agent not to register the transfer of any Securities until and unless the conditions specified in the legend are satisfied.

4. Further Agreements.

4.1 Information Statement and Filings.

(a) As soon as practicable after the date hereof, the Company shall:

(i) prepare (A) an information statement relating to the approval under NASDAQ Listing Rule 5635(d) of the issuance (the “Issuance”) of shares of Common Stock (i) to certain investors in a private placement pursuant to a Securities Subscription and Purchase Agreement between the Company and the investors named therein, dated as of the date hereof, and (ii) to the Debt Holder pursuant to this Agreement (and to Prides Capital Fund I, L.P. in connection with its exchange of debt for shares of Common Stock) as contemplated by and in accordance with Regulation 14C under the Securities Exchange Act of 1934, as amended (an “Information Statement”; for the sake of clarity, the Authorized Capital Increase will be addressed in the Information Statement) and (B) an amendment to the Company’s definitive proxy statement on Schedule 14A, previously filed with the SEC on March 22, 2010 with respect to proposal 3 contained therein, which relates to the increase in the number of shares of Common Stock authorized for issuance by the Company (the “Proxy Statement Amendment”);

(ii) file the Information Statement and Proxy Statement Amendment with the SEC and use its reasonable best efforts to have the preliminary Information Statement cleared by the SEC as promptly as practicable; and

(iii)(A) cause the definitive Information Statement and Proxy Statement Amendment to be mailed to the stockholders of the Company in accordance with the provisions of the DGCL and Regulation 14A or 14C, as the case may be, as soon as possible (and in the case of the definitive Information Statement, after the preliminary Information Statement is cleared with the SEC) and (B) use its reasonable best efforts to provide on a timely basis additional information required by NASDAQ with respect to its Listing of Additional Shares notification for the Securities.

(b) Each of the parties hereto shall correct promptly any information provided by it to be used specifically in the Information Statement and Proxy Statement Amendment (the “SEC Documents”), if required, that shall have become false or misleading in any material respect and shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the SEC Documents so as to correct the same and to cause the SEC Documents as so corrected to be disseminated to the stockholders of Company, in each case to the extent required by applicable law.

4.2 Voting Agreement. The Debt Holder agrees that he will at any meeting of the Company’s stockholders, however called and any postponement or adjournment thereof, or in connection with any written consent of the Company’s stockholders, vote (or, if applicable, execute consents and approvals in respect of) all of the shares of Common Stock that he owns of record or beneficially as of the date of this Agreement, or that he acquires prior to the Closing, in favor of the Issuance and the Authorized Capital Increase (as defined below), and against any action or agreement that would result in the Issuance or the Authorized Capital Increase not being consummated. The Debt Holder agrees that prior to the Closing, he will not, directly or indirectly sell, transfer, assign, pledge, hypothecate or otherwise dispose of the record or beneficial ownership of, or enter into any other voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or other grant with respect to his shares of Common Stock.

4.3 Amendment to Registration Rights Agreement. The Company and the Debt Holder have entered into an amendment to that certain registration rights agreement between the Company and the Debt Holder dated as of June 23, 2009 and as amended on September 8, 2009, in the form of Exhibit A to this Agreement, to become effective concurrently with the Closing.

5. Conditions of the Debt Holder’s Obligations at Closing. The obligations of the Debt Holder to the Company under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, unless otherwise waived:

5.1 Qualifications. All authorizations, consents, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance of the shares of Common Stock pursuant to this Agreement shall be obtained and effective as of the Closing.

5.2 Information Statement and Filings. The Information Statement and the Proxy Statement Amendment shall have been sent to stockholders of the Company at least 20 calendar days prior to the date of the Closing.

5.3 Increase in Authorized Common Stock. The Company’s Certificate of Incorporation shall have been amended to increase the Company’s authorized Common Stock to at least 100,000,000 (the “Authorized Capital Increase”).

5.4 Public Offering. The Public Offering shall have been completed and the Company shall have received at least $3,000,000 in gross proceeds therefrom.

6. Conditions of the Company’s Obligations at Closing. The obligations of the Company to the Debt Holder under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, unless otherwise waived:

6.1 Representations and Warranties. The representations and warranties of the Debt Holder contained in Section 3 shall be true and correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.

6.2 Performance. All covenants, agreements and conditions contained in this Agreement to be performed by the Debt Holder on or prior to the Closing shall have been performed or complied with in all material respects.

6.3 Qualifications. All authorizations, consents, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the shares of Common Stock pursuant to this Agreement shall be obtained and effective as of the Closing.

6.4 Stockholder Approval. The Company shall have obtained the requisite stockholder approval via written consent for the Issuance in satisfaction of NASDAQ Listing Rule 5635 and all other relevant rules and regulations of The NASDAQ Stock Market and in accordance with the Company’s certificate of incorporation and bylaws and the DGCL.

6.5 Information Statement and Filings. The Information Statement and Proxy Statement Amendment shall have been sent to stockholders of the Company at least 20 calendar days prior to the date of the Closing.

6.6 Increase in Authorized Common Stock. The Company’s Certificate of Incorporation shall have been amended to effect the Authorized Capital Increase.

6.7 Public Offering. The Public Offering for at least $3,000,000 in gross proceeds shall have been completed.

6.8 Litigation. No court or governmental authority or regulatory body of the United States or of any state of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, law, ordinance, rule, regulation, judgment, decree, injunction or other order that is in effect or taken any other action (whether temporarily, preliminarily or permanently) enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or otherwise seeking material damages in connection therewith.

7. Miscellaneous.

7.1 Further Actions. The Company and the Debt Holder agree that in case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the parties hereto will take such further action (including without limitation, the execution and delivery of such further instruments and documents) as any other party hereto may reasonably request, provided that no party shall be required to undertake action that would reasonably be expected to result in material liability or (unless reimbursed) expense for such party without its consent.

7.2 Survival of Warranties. Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Debt Holder herein shall survive the execution of this Agreement, the delivery to the Debt Holder of the Securities being purchased and the payment therefor, and a party’s reliance on such representations and warranties shall not be affected by any investigation made by such party or any information developed thereby.

7.3 Transfer; Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

7.4 Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

7.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

7.6 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

7.7 Notices. Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered, delivered by facsimile telephone transmission, delivered by express delivery service (such as Federal Express), or mailed first class U.S. mail, postage prepaid, addressed as follows:

a. If to the Debt Holder:

Kevin A. Richardson, II

c/o Prides Capital Partners, LLC

200 State Street

13^th Floor

Boston, MA 02109

Tel: 617-778-9200

Fax: 617-778-9299

With a copy to:

Crowell & Moring LLP

1001 Pennsylvania Ave., NW

Washington, DC 20004

Attn: Richard B. Holbrook, Jr., Esq.

Tel: 202-508-8779

Fax: 202-628-5116

b. If to the Company:

eDiets.com, Inc.

1000 Corporate Drive

Suite 600

Ft. Lauderdale, Florida 33334

Attn: Chief Financial Officer

Tel: 954-703-6374

Fax: 954-333-3715

with a copy to:

Holland & Knight LLP

One East Broward Boulevard, Suite 1300

Fort Lauderdale, FL 33301

Attn: Kara L. MacCullough

Tel: 954-525-1000

(or to such other address as any party shall specify by written notice so given), and shall be deemed to have been delivered as of the date so delivered or three (3) days after mailing for domestic mail.

7.8 Prevailing Party. In the event that litigation, arbitration or other quasi-judicial proceedings are commenced by any party to this Agreement, the prevailing party shall be entitled to recover all costs and expenses incurred in connection with or arising out of such proceedings (including reasonable attorneys’ fees and expenses incurred in such proceedings and any appeals thereof).

7.9 Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Company and the Debt Holder. Any amendment or waiver effected in accordance with this Section 7.9 shall be binding upon the Debt Holder and each transferee of the Common Stock, each future holder of all such securities, and the Company.

7.10 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

7.11 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

7.12 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly cancelled.

7.13 Third Party Beneficiaries. Except as specifically provided in Sections 7.3 and 7.9 hereof, no provision of this Agreement is intended for the benefit of any party other than the parties hereto.

7.14 Failure of Public Offering to Occur. In the event that the Public Offering for at least $3,000,000 in gross proceeds shall not have been consummated within 60 days of the date hereof, either party may terminate this Agreement by written notice to the other party.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

EDIETS.COM, INC.
By:	/s/ Thomas Hoyer
Name:	Thomas Hoyer
Title:	CFO
/s/ Kevin A. Richardson, II
KEVIN A. RICHARDSON, II

[Signature Page to Debt Conversion Agreement]

Schedule 1

Date of Issuance	Original Principal		Maturity Date	Accrued Interest Payable as of March 31, 2010
March 9, 2010	$	500,000	April 1, 2011	$	1,575

EX-10.43

Exhibit 10.43

SECURITIES SUBSCRIPTION AND PURCHASE AGREEMENT

eDiets.com, Inc.

1000 Corporate Drive Suite 600

Fort Lauderdale FL 33334

The undersigned investor (the “Investor”) hereby confirms his agreement with you as follows:

1. This Securities Subscription and Purchase Agreement (this “Agreement”) is made as of April 5, 2010, between eDiets.com, Inc., a Delaware corporation (the “Company”), and the Investor named on the signature page herein. The Company is considering conducting a public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock” or the “Securities”), to raise additional capital pursuant to an effective shelf registration statement File No. 333-165445) (the “Registration Statement”) on file with the Securities and Exchange Commission (the “SEC”). Pursuant to this Agreement and subject to its terms and conditions, the Investor hereby subscribes for and will purchase from the Company and the Company will issue and sell to the Investor, in a private placement such shares of Common Stock as is determined by dividing the Aggregate Purchase Price subscribed by such Investor, as set forth on Exhibit A hereto, by the public offering price of the Common Stock in the Public Offering (the “Public Offering Price”).

2. As soon as practicable after the date hereof, the Company shall:

(a) Prepare (A) an information statement (an “Information Statement”) relating to the approval under Nasdaq Listing Rule 5635 of the issuance of Securities (i) to the Investor(s) pursuant to this Agreement and any other Securities Subscription and Purchase Agreement, dated as of the date hereof, pursuant to which the Company issues and sells Securities to any of its directors or officers, (ii) to Prides Capital Fund I, L.P. (“Prides”) upon conversion of its outstanding notes pursuant to the Debt Conversion Agreement dated as of April 5, 2010 by and between the Company and Prides (the “Prides Debt Conversion Agreement”) and (iii) to Kevin A. Richardson, II (“Richardson”) upon conversion of his outstanding note pursuant to the Debt Conversion Agreement dated as of April 5, 2010 by and between the Company and Richardson (the “Richardson Debt Conversion Agreement”) as contemplated by and in accordance with Regulation 14C under the Exchange Act (collectively, the issuances contemplated by (i), (ii) and (iii) above, the “Private Placements”) and (B) an amendment to the Company’s definitive proxy statement on Schedule 14A, previously filed with the SEC on March 22, 2010, with respect to proposal 3 contained therein, which relates to the increase in the number of shares of Common Stock authorized for issuance by the Company (the “Proxy Statement Amendment”);

(b) file the Information Statement and Proxy Statement Amendment with the SEC;

(c) use its reasonable best efforts to have the preliminary Information Statement cleared by the SEC as promptly as practicable; and

(d) (A) cause the definitive Information Statement and Proxy Statement Amendment to be disseminated to the stockholders of the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (“DGCL”) and Regulation 14A or 14C, as the case may be, as soon as possible (and in the case of the definitive Information Statement, after the preliminary Information Statement is cleared with the SEC) and (B) use its reasonable best efforts to provide on a timely basis additional information required by NASDAQ with respect to its Listing of Additional Shares notification for the Securities.

3. The Investor agrees that he will, at any meeting of the Company’s stockholders, however called and any postponement or adjournment thereof, or in connection with any written consent of the Company’s stockholders, vote (or, if applicable, execute consents and approvals in respect of) all of the shares of Common Stock (the “Shares”) that he owns of record or beneficially as of the date of this Agreement, or that he acquires prior to the Closing, in favor of the Private Placements and in favor of the Authorized Capital Increase (as defined below), and against any action or agreement that would result in the Private Placements or the Authorized Capital Increase not being consummated. The Investor agrees that prior to the Closing, he will not, directly or indirectly sell, transfer, assign, pledge, hypothecate or otherwise dispose of the record or beneficial ownership of, or enter into any other voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or other grant with respect to his Shares.

4. The Company, Kevin N. McGrath, Lee S. Isgur and the Investor have entered into an amendment to that certain registration rights agreement dated as of June 23, 2009 and as amended on September 8, 2009, in the form of Exhibit B to this Agreement (the “Amendment”), to become effective concurrently with the Closing (as defined below).

5. Unless otherwise agreed between the Company and the Investor, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of the Company and shall occur as soon as practicable, but not more than three (3) business days following the date on which all of the conditions set forth in Sections 6 and 7 below have been satisfied or waived by the appropriate party.

6. The Company’s obligation to issue and sell the Securities to the Investor shall be subject to the following conditions:

(a) the Public Offering shall have been completed;

(b) the Company shall have obtained the requisite stockholder approval via written consent for the Private Placements in satisfaction of Nasdaq Listing Rule 5635 and all other relevant rules and regulations of the Nasdaq Stock Market and in accordance with the Company’s Certificate of Incorporation and bylaws and the DGCL;

(c) the Information Statement shall have been sent to stockholders of the Company at least 20 calendar days prior to the date of the Closing;

(d) the Company’s Certificate of Incorporation shall have been amended to increase the amount of authorized shares of Common Stock to at least 100,000,000 (the “Authorized Capital Increase”);

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(e) no court or governmental authority or regulatory body of the United States or of any state of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, law, ordinance, rule, regulation, judgment, decree, injunction or other order that is in effect or taken any other action (whether temporarily, preliminarily or permanently) enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or otherwise seeking material damages in connection therewith;

(f) the representations and warranties made by the Investor in this Agreement are accurate in all material respects when made and at the Closing and the Investor shall have fulfilled his obligations under this Agreement on or prior to the Closing in all material respects; and

(g) the Company shall have received the Aggregate Purchase Price from the Investor.

7. The Investor’s obligation to purchase the Securities shall be subject to the following conditions:

(a) the Public Offering shall have been completed;

(b) the Information Statement shall have been sent to stockholders of the Company at least 20 calendar days prior to the date of the Closing; and

(c) the Company’s Certificate of Incorporation shall have been amended to affect the Authorized Capital Increase.

8. Certificates representing the Shares purchased by the Investor will be registered in the Investor’s name and address as set forth below.

9. The Investor represents and warrants to, and covenants with, the Company as follows:

(a) the Investor was at the time he was offered the Securities and, is as of the date hereof and as of the Closing, an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information the Investor deemed relevant in making an informed decision to purchase the Securities and is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment;

(b) the Investor has a pre-existing relationship with the Company and has been in discussions regarding purchasing Securities prior to the commencement of the Public Offering, and the Investor is not purchasing or acquiring the Securities in reliance on the Registration Statement or any prospectus supplement filed in connection therewith;

(c) the Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement;

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(d) the Investor is acquiring the Securities in the ordinary course of business and for the Investor’s own account for investment only, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities;

(e) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; and

(f) the Investor understands that the Securities will bear a legend which the Company, in its sole reasonable discretion, deems necessary or advisable under the Securities Act or by the Blue Sky laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended. The Company may instruct its transfer agent not to register the transfer of any Securities until and unless the conditions specified in the legend is satisfied.

10. The Company represents and warrants to, and covenants with, the Investor as follows:

(a) The Company and each of its subsidiaries has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. The Company and each of its subsidiaries has the corporate power and authority to own its properties and conduct its business as currently being carried on and as described in the Registration Statement, and is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business makes such qualification necessary and in which the failure to so qualify would have or is reasonably likely to result in a material adverse effect upon the business, properties, operations, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, or in its ability to perform its obligations under this Agreement (“Material Adverse Effect”).

(b) The Company has the corporate power and authority to enter into this Agreement. This Agreement has been duly authorized by all necessary corporate action (including such action as is required by Section 144 of the DGCL), executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

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(c) Subject to receipt of those approvals and consummation of the actions contemplated by Sections 6(b), 6(c) and 6(d) hereof, the execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (A) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any law, rule or regulation to which the Company or any subsidiary is subject, or by which any property or asset of the Company or any subsidiary is bound or affected, (B) conflict with, result in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (the “Contracts”) or obligation or other understanding to which the Company or any subsidiary is a party of by which any property or asset of the Company or any subsidiary is bound or affected, or (C) result in a breach or violation of any of the terms and provisions of, or constitute a default under, the Company’s charter or bylaws, except in the case of clauses (A) and (B) such breaches, violations, defaults, or conflicts which are not, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect.

(d) All consents, approvals, orders, authorizations and filings required on the part of the Company and its subsidiaries in connection with the execution, delivery or performance of this Agreement have been obtained or made other than (i) such as have been made or obtained under the federal securities laws, FINRA rules or NASDAQ rules, (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement, (iii) the filing of a Current Report on Form 8-K regarding the Agreement with the SEC, (iv) those approvals and actions contemplated by Sections 6(b), 6(c) and 6(d) hereof and (v) such consents, approvals, authorizations and filings the failure of which to make or obtain is not reasonably likely to result in a Material Adverse Effect.

(e) All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform to the description thereof in the Registration Statement. Except for the issuances of options or restricted stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company. The Securities, when issued, will be duly authorized and validly issued, fully paid and nonassessable, issued in compliance with all applicable securities laws, and free of preemptive, registration or similar rights.

(f) Except as set forth in the Registration Statement and except for eDiets, Inc., eDiets, B.V.I., Inc., eDiets, Europe Limited and Nutrio.com, Inc., each of which is a wholly-owned subsidiary the Company, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity.

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(g) Each of the Company and its subsidiaries has filed all foreign, federal, state and local returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof. Except as individually or in the aggregate would not reasonably be likely to result in a Material Adverse Effect, (a) each of the Company and its subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective subsidiary (other than such taxes as the Company or any of its subsidiaries are contesting in good faith and for which adequate reserves have been provided), (b) the provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements, and (c) except as disclosed in writing to Investor, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its subsidiaries. The term “taxes” mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements, and other documents required to be filed in respect to taxes.

(h) Since the respective dates as of which information is given in the Registration Statement, except for the transactions contemplated by this Agreement, the Public Offering, the Securities Subscription and Purchase Agreements of even date herewith between the Company and Kevin N. McGrath and Lee S. Isgur and the proposed exchanges by Prides Capital Fund I, L.P. and Kevin A. Richardson, II of debt for shares of Common Stock, (A) neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations, direct or contingent, required to be reflected on a balance sheet in accordance with generally accepted accounting principles, or entered into any material transactions other than in the ordinary course of business, (B) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (C) there has not been any change in the capital stock of the Company or any of its subsidiaries (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or the issuance of restricted stock awards or restricted stock units under the Company’s existing stock awards plan, or any new grants thereof in the ordinary course of business), (D) there has not been any material change in the Company’s long-term or short-term debt, and (E) there has not been the occurrence of any Material Adverse Effect.

(i) There is not pending or, to the Knowledge of the Company, threatened, any action, suit or proceeding to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company is the subject before or by any court or governmental agency, authority or body, or any arbitrator or mediator, which is reasonably likely to result in a Material Adverse Effect. The term “Knowledge” as used in this Agreement shall mean actual knowledge of the Company’s officers after due and reasonable inquiry.

(j) The Company and each of its subsidiaries holds, and is in compliance with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders (“Permits”) of any governmental or self regulatory agency, authority or body required for the conduct of its business, and all such Permits are in full force and effect, in each case except where the failure to hold, or comply with, any of them is not reasonably likely to result in a Material Adverse Effect.

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(k) The Company and its subsidiaries have good and marketable title to all property (whether real or personal) described in the Registration Statement as being owned by them that are material to the business of the Company, in each case free and clear of all liens, claims, security interests, other encumbrances or defects, except as described in the Registration Statement or those that are not reasonably likely to result in a Material Adverse Effect. The property held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company or its subsidiaries.

(l) The Company and each of its subsidiaries owns or possesses or has valid right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property”) necessary for the conduct of the business of the Company and its subsidiaries as currently carried on and as described in the Registration Statement, except those the absence of which are not reasonably likely to result in a Material Adverse Effect. To the Knowledge of the Company, no action or use by the Company or any of its subsidiaries will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property of others, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any written notice alleging any such infringement or fee.

(m) The Company and each of its subsidiaries has complied with, is not in violation of, and has not received any written notice of violation relating to any applicable law, rule or regulation relating to the conduct of its business, or the ownership or operation of its property and assets, including, without limitation (to the extent applicable), (A) the Currency and Foreign Transactions Reporting Act of 1970, as amended, or any money laundering laws, rules or regulations, (B) any laws, rules or regulations related to health, safety or the environment, including those relating to the regulation of hazardous substances, (C) the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC thereunder, (D) the Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder, and (E) the Employment Retirement Income Security Act of 1974 and the rules and regulations thereunder, in each case except where the failure to be in compliance is not reasonably likely to result in a Material Adverse Effect.

(n) Neither the Company nor any of its subsidiaries nor, to the Knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the Public Offering, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(o) The Company and each of its subsidiaries carries, or is covered by, insurance in such amounts and covering such risks as is adequate for the conduct of its business and the value of its properties and as is customary for companies engaged in similar businesses in similar industries.

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(p) No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the Knowledge of the Company, is imminent that is reasonably likely to result in a Material Adverse Effect.

(q) Neither the Company nor any of its subsidiaries is in violation, breach or default under its certificate of incorporation, bylaws or other equivalent organizational or governing documents, except where the violation is not reasonably likely to result in a Material Adverse Effect.

(r) Neither the Company, its subsidiaries nor, to its Knowledge, any other party is in violation, breach or default of any Contract that is reasonably likely to result in a Material Adverse Effect.

(s) No supplier, customer, distributor or sales agent of the Company has notified the Company that it intends to discontinue or decrease the rate of business done with the Company, except where such decrease is not reasonably likely to result in a Material Adverse Effect.

(t) The Company and its board of directors, or a special committee thereof, have taken all action necessary to exempt this Agreement and the transactions contemplated hereby from the restrictions on business combinations with interested stockholders set forth in Section 203 of the DGCL.

(u) The Securities to be sold pursuant to this Agreement will at the time of issuance and sale be duly authorized, and when issued and paid for in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable, subject to no lien, claim or encumbrance (except for any such lien, claim or encumbrance created, directly or indirectly, by the respective Investor).

For the sake of clarity, and without limitation of the Investor’s right to monetary damages for the breach or failure to be true of any representations and warranties, the failure of any representations and warranties in this Section 10 to be true and correct shall not be a condition to the Closing and shall not entitle the Investor not to consummate the purchase of the Securities and perform its obligations hereunder.

11. Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement and the delivery to the Investor of the Securities being purchased and the payment therefor; provided, however, that if the Investor knows or should have known, based on his position with the Company, that such representation or warranty is not correct then the Investor shall not be entitled to rely on such representation or warranty.

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12. All notices, requests, consents and other communications hereunder shall be in writing, shall be delivered (A) if within the United States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile, or (B) if from outside the United States, by FedEx (or comparable service) or facsimile, and shall be deemed given: (i) if delivered by first-class registered or certified mail domestic, upon the business day received, (ii) if delivered by nationally recognized overnight carrier, one (1) business day after timely delivery to such carrier, (iii) if delivered by FedEx (or comparable service), two (2) business days after timely delivery to such carrier, or (iv) if delivered by facsimile, upon electric confirmation of receipt and shall be addressed as follows, or to such other address or addresses as may have been furnished in writing by a party to another party pursuant to this paragraph:

(a) if to the Company, to:

eDiets.com, Inc.

1000 Corporate Drive Suite 600

Fort Lauderdale FL 33334

Attention: Chief Financial Officer

Facsimile: (954) 938-0031

(b) if to the Investor, at the address set forth below his name, with copy c/o eDiets.com, Inc., 1000 Corporate Drive, Fort Lauderdale FL 33334, Facsimile: (954) 938-0031.

13. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor. Any waiver of a provision of this Agreement must be in writing and executed by the party against whom enforcement of such waiver is sought.

14. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

15. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

16. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to the principles of conflicts of law.

17. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. No party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other.

18. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. In the event that any signature is delivered by fax or electronic mail, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature were an original.

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[Remainder of Page Intentionally Left Blank.]

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Please confirm that the foregoing correctly sets forth the agreement between us by signing below.

Dated as of: April 5, 2010
/s/ Kevin A. Richardson, II
Investor: Kevin A. Richardson, II
Address:	c/o Prides Capital Partners, LLC
	200 State Street, 13th Floor
	Boston, MA 02109
	Fax: 617-778-9299

(Signatures Continued on Next Page)

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AGREED AND ACCEPTED:
eDiets.com, Inc.
By:	/s/ Thomas Hoyer
Name:	Thomas Hoyer
Title:	Chief Financial Officer
Exhibit A:	Investor and Aggregate Purchase Price
Exhibit B:	Form of Amendment No. 2 to Registration Rights Agreement

[SECURITIES SUBSCRIPTION AND PURCHASE AGREEMENT SIGNATURE PAGE]

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Exhibit A

Investor

Name	Aggregate Purchase Price
Kevin A. Richardson, II	$	200,000

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Exhibit B

Form of Amendment No 2 to Registration Rights Agreement

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EX-10.44

Exhibit 10.44

SECURITIES SUBSCRIPTION AND PURCHASE AGREEMENT

eDiets.com, Inc.

1000 Corporate Drive Suite 600

Fort Lauderdale FL 33334

Each undersigned investor (each an “Investor,” collectively the “Investors”) hereby confirms his agreement with you as follows:

1. This Securities Subscription and Purchase Agreement (this “Agreement”) is made as of April 5, 2010, between eDiets.com, Inc., a Delaware corporation (the “Company”), and the Investors named on the signature page herein. The Company is considering conducting a public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock” or the “Securities”), to raise additional capital pursuant to an effective shelf registration statement File No. 333-165445) (the “Registration Statement”) on file with the Securities and Exchange Commission (the “SEC”). Pursuant to this Agreement and subject to its terms and conditions, each Investor hereby subscribes for and will purchase from the Company and the Company will issue and sell to each Investor, in a private placement such shares of Common Stock as is determined by dividing the Aggregate Purchase Price subscribed by such Investor, as set forth on Exhibit A hereto, by the public offering price of the Common Stock in the Public Offering (the “Public Offering Price”).

2. As soon as practicable after the date hereof, the Company shall:

(a) Prepare (A) an information statement (an “Information Statement”) relating to the approval under Nasdaq Listing Rule 5635 of the issuance of Securities (i) to the Investor(s) pursuant to this Agreement and any other Securities Subscription and Purchase Agreement, dated as of the date hereof, pursuant to which the Company issues and sells Securities to any of its directors or officers, (ii) to Prides Capital Fund I, L.P. (“Prides”) upon conversion of its outstanding notes pursuant to the Debt Conversion Agreement dated as of April 5, 2010 by and between the Company and Prides (the “Prides Debt Conversion Agreement”) and (iii) to Kevin A. Richardson, II (“Richardson”) upon conversion of his outstanding note pursuant to the Debt Conversion Agreement dated as of April 5, 2010 by and between the Company and Richardson (the “Richardson Debt Conversion Agreement”) as contemplated by and in accordance with Regulation 14C under the Exchange Act (collectively, the issuances contemplated by (i), (ii) and (iii) above, the “Private Placements”) and (B) an amendment to the Company’s definitive proxy statement on Schedule 14A, previously filed with the SEC on March 22, 2010, with respect to proposal 3 contained therein, which relates to the increase in the number of shares of Common Stock authorized for issuance by the Company (the “Proxy Statement Amendment”);

(b) file the preliminary Information Statement with the SEC;

(c) use its reasonable best efforts to have the preliminary Information Statement cleared by the SEC as promptly as practicable; and

(d) (A) cause the definitive Information Statement and Proxy Statement Amendment to be disseminated to the stockholders of the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (“DGCL”) and Regulation 14A or 14C, as the case may be, as soon as possible (and in the case of the definitive Information Statement, after the preliminary Information Statement is cleared with the SEC) and (B) use its reasonable best efforts to provide on a timely basis additional information required by NASDAQ with respect to its Listing of Additional Shares notification for the Securities.

3. Each Investor agrees that he will, at any meeting of the Company’s stockholders, however called and any postponement or adjournment thereof, or in connection with any written consent of the Company’s stockholders, vote (or, if applicable, execute consents and approvals in respect of) all of the shares of Common Stock (the “Shares”) that he owns of record or beneficially as of the date of this Agreement, or that he acquires prior to the Closing, in favor of the Private Placements and in favor of the Authorized Capital Increase (as defined below), and against any action or agreement that would result in the Private Placements or the Authorized Capital Increase not being consummated. Each Investor agrees that prior to the Closing, he will not, directly or indirectly sell, transfer, assign, pledge, hypothecate or otherwise dispose of the record or beneficial ownership of, or enter into any other voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or other grant with respect to his Shares.

4. The Company, Kevin A. Richardson, II and the Investors have entered into an amendment to that certain registration rights agreement dated as of June 23, 2009 and as amended on September 8, 2009, in the form of Exhibit B to this Agreement (the “Amendment”), to become effective concurrently with the Closing (as defined below).

5. Unless otherwise agreed between the Company and each Investor, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of the Company and shall occur as soon as practicable, but not more than three (3) business days following the date on which all of the conditions set forth in Sections 6 and 7 below have been satisfied or waived by the appropriate party.

6. The Company’s obligation to issue and sell the Securities to each Investor shall be subject to the following conditions:

(a) the Public Offering shall have been completed;

(b) the Company shall have obtained the requisite stockholder approval via written consent for the Private Placements in satisfaction of Nasdaq Listing Rule 5635 and all other relevant rules and regulations of the Nasdaq Stock Market and in accordance with the Company’s Certificate of Incorporation and bylaws and the DGCL;

(c) the Information Statement shall have been sent to stockholders of the Company at least 20 calendar days prior to the date of the Closing;

(d) the Company’s Certificate of Incorporation shall have been amended to increase the amount of authorized shares of Common Stock to at least 100,000,000 (the “Authorized Capital Increase”);

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(e) the representations and warranties made by each Investor in this Agreement are accurate in all material respects when made and at the Closing and each Investor shall have fulfilled his respective obligations under this Agreement on or prior to the Closing in all material respects; and

(f) the Company shall have received the Aggregate Purchase Price from each Investor.

7. Each Investor’s obligation to purchase the Securities shall be subject to the following conditions:

(a) the Public Offering shall have been completed;

(b) the Company shall have obtained the requisite stockholder approval via written consent for the Private Placements in satisfaction of Nasdaq Listing Rule 5635 and all other relevant rules and regulations of the Nasdaq Stock Market and in accordance with the Company’s Certificate of Incorporation and bylaws and the DGCL;

(c) the Information Statement shall have been sent to stockholders of the Company at least 20 calendar days prior to the date of the Closing;

(d) the Company’s Certificate of Incorporation shall have been amended to affect the Authorized Capital Increase;

(e) the Company shall have executed and delivered the Amendment; and

(f) the representations and warranties made by the Company in this Agreement are accurate in all material respects when made and at the Closing and the Company shall have fulfilled its obligations under this Agreement on or prior to the Closing in all material respects.

8. Certificates representing the Shares purchased by each Investor will be registered in such Investor’s name and address as set forth below.

9. Each Investor represents and warrants to, and covenants with, the Company as follows:

(a) the Investor was at the time he was offered the Securities and, is as of the date hereof and as of the Closing, an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information the Investor deemed relevant in making an informed decision to purchase the Securities and is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment;

(b) the Investor has a pre-existing relationship with the Company and has been in discussions regarding purchasing Securities prior to the commencement of the Public Offering, and the Investor is not purchasing or acquiring the Securities in reliance on the Registration Statement or any prospectus supplement filed in connection therewith;

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(c) the Investor understands that the Securities are “restricted securities” and have not been registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Investor in this Agreement;

(d) the Investor is acquiring the Securities in the ordinary course of business and for the Investor’s own account for investment only, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities;

(e) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; and

(f) the Investor understands that the Securities will bear a legend which the Company, in its sole reasonable discretion, deems necessary or advisable under the Securities Act or by the Blue Sky laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended. The Company may instruct its transfer agent not to register the transfer of any Securities until and unless the conditions specified in the legend is satisfied.

10. The Company represents and warrants to, and covenants with, each Investor as follows:

(a) The Company is duly incorporated and validly existing in good standing under the laws of the State of Delaware, has full power and authority to own, operate and occupy its properties and to conduct its business as presently conducted and is registered or qualified to do business and in good standing in each jurisdiction in which it owns or leases property or transacts business and where the failure to be so qualified would have a material adverse effect upon the Company and its subsidiaries as a whole or the business, financial condition, prospects, properties, operations or assets of the Company and its subsidiaries as a whole or the Company’s ability to perform its obligations under this Agreement in all material respects, and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification;

(b) The Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; the execution and delivery of this Agreement, and the consummation by the Company of the transactions contemplated hereby, have been duly authorized by all necessary corporate action and no further action on the part of the Company or the Board or stockholders is required other than those actions contemplated by Sections 6(b), 6(c) and 6(d); and

(c) The Securities to be sold pursuant to this Agreement will at the time of issuance and sale be duly authorized, and when issued and paid for in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable, subject to no lien, claim or encumbrance (except for any such lien, claim or encumbrance created, directly or indirectly, by the respective Investor).

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11. Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investors herein shall survive the execution of this Agreement, the delivery to the Investors of the Securities being purchased and the payment therefor, and a party’s reliance on such representations and warranties shall not be affected by any investigation made by such party or any information developed thereby.

12. All notices, requests, consents and other communications hereunder shall be in writing, shall be delivered (A) if within the United States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile, or (B) if from outside the United States, by FedEx (or comparable service) or facsimile, and shall be deemed given: (i) if delivered by first-class registered or certified mail domestic, upon the business day received, (ii) if delivered by nationally recognized overnight carrier, one (1) business day after timely delivery to such carrier, (iii) if delivered by FedEx (or comparable service), two (2) business days after timely delivery to such carrier, or (iv) if delivered by facsimile, upon electric confirmation of receipt and shall be addressed as follows, or to such other address or addresses as may have been furnished in writing by a party to another party pursuant to this paragraph:

(a) if to the Company, to:

eDiets.com, Inc.

1000 Corporate Drive Suite 600

Fort Lauderdale FL 33334

Attention: Chief Financial Officer

Facsimile: (954) 938-0031

(b) if to each Investor, at the address set forth below his name, with copy c/o eDiets.com, Inc., 1000 Corporate Drive, Fort Lauderdale FL 33334, Facsimile: (954) 938-0031.

13. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and each Investor. Any waiver of a provision of this Agreement must be in writing and executed by the party against whom enforcement of such waiver is sought.

14. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

15. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

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16. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to the principles of conflicts of law.

17. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. No party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other.

18. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. In the event that any signature is delivered by fax or electronic mail, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature were an original.

[Remainder of Page Intentionally Left Blank.]

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Please confirm that the foregoing correctly sets forth the agreement between us by signing below.

Dated as of: April 5, 2010

/s/ Kevin N. McGrath

Investor: Kevin N. McGrath

Address:

/s/ Lee S. Isgur

Investor: Lee S. Isgur

Address:

(Signatures Continued on Next Page)

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AGREED AND ACCEPTED:
eDiets.com, Inc.
By:	/s/ Thomas Hoyer
Name:	Thomas Hoyer
Title:	Chief Financial Officer

Exhibit A:	Investors and Aggregate Purchase Price
Exhibit B:	Form of Amendment No. 2 to Registration Rights Agreement

[SECURITIES SUBSCRIPTION AND PURCHASE AGREEMENT SIGNATURE PAGE]

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Exhibit A

Investors

Name of Investor	Aggregate Purchase Price
Kevin N. McGrath	$	200,000
Lee S. Isgur	$	100,000

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Exhibit B

Form of Amendment No 2 to Registration Rights Agreement

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EX-10.45

Exhibit 10.45

AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT

This Amendment No. 2 (the “Amendment No. 2”) is made as of April 5, 2010 to that certain Registration Rights Agreement (the “Agreement”) dated as of June 23, 2009, as amended by Amendment No. 1 thereto dated as of September 8, 2009, between eDiets.com, Inc., a Delaware corporation (the “Company”), the Investors named therein and Prides Capital Fund I, L.P. (“Prides”). Capitalized terms not otherwise defined in this Amendment No. 2 have the meanings provided in the Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1. The Recitals to the Agreement are hereby amended and restated in full to read as follows:

“A. The Company sold and issued to the Investors an aggregate of 1,066,040 shares of the Company’s common stock and warrants to purchase up to 479,718 shares of the Company’s common stock in private placements for an aggregate purchase price of $1,100,002.40 under the terms and subject to the conditions of those certain Securities Subscription and Purchase Agreements dated as of June 23, 2009 and September 8, 2009 (each a “Purchase Agreement” and together the “2009 Purchase Agreements”).

B. The Company and Prides entered into an Agreement to Amend Warrants dated June 23, 2009 (the “Amendment”) pursuant to which the Company reduced the exercise price of certain outstanding warrants issued to Prides (the “Existing Prides Warrants”) in consideration of the agreement by Prides to use diligent efforts to exercise, in one or more tranches, a portion of the Existing Prides Warrants as soon as reasonably practicable in order to purchase 2,500,000 shares of the Company’s common stock.

C. The Amendment further provided that, upon each such exercise of the Existing Prides Warrants, the Company will issue to Prides a warrant (each a “New Prides Warrant”) to purchase up to a number of shares of the Company’s common stock equal to 45% of the shares of the Company’s common stock issued as a result of such exercise (the “Prides Warrant Shares”).

D. The Company has sold and issued to the Investors an additional 500,000 shares of the Company’s common stock in private placements for an aggregate purchase price of $500,000.00 under the terms and subject to the conditions of Securities Subscription and Purchase Agreements dated as of April 5, 2010 (the “April 2010 Purchase Agreements”)

E. The Company has issued to Prides pursuant to a Debt Conversion Agreement, dated as of April 5, 2010, by and between the Company and Prides (the “Prides Debt Conversion Agreement”) an aggregate number of shares of the Company’s common stock as set forth in Exhibit A hereto under the column “Shares Acquired under 2010 Private Placement Documents.”

F. The Company has issued to Kevin A. Richardson, II (“Richardson”) pursuant to a Debt Conversion Agreement, dated as of April 5, 2010, by and between the Company and Richardson an aggregate number of shares of the Company’s common stock as set forth in Exhibit A hereto under the column “Shares Acquired under 2010 Private Placement Documents.” (the “Richardson Debt Conversion Agreement” and collectively with the April 2010 Purchase Agreements and the Prides Debt Conversion Agreement, the “2010 Private Placement Documents”).

G. The Company has agreed to register (i) the shares of the Company’s common stock issued pursuant to the 2009 Purchase Agreements and the 2010 Private Placement Documents (collectively the “Investor Shares”) and (ii) the shares of the Company’s common stock issued or issuable upon exercise of the warrants to purchase common stock issued pursuant to the 2009 Purchase Agreements (such warrants, the “Investor Warrants” and, together with the New Prides Warrants, the “Warrants”; and the shares issued or issuable upon exercise of the Investor Warrants, together with the Prides Warrant Shares, the “Warrant Shares”), all of which Investor Shares and Warrant Shares are set forth on Exhibit A attached hereto.”

2. The following clause shall be added to the end of Section 3(d)(i) of the Agreement:

“; provided, that the foregoing proviso shall not apply to the extent that the Selling Shareholder has furnished in writing to the Company prior to the filing of any such Registration Statement, amendment thereof, free writing prospectus, preliminary prospectus, prospectus, amendment or supplement information expressly for use in such Registration Statement, amendment thereof, free writing prospectus, preliminary prospectus, prospectus, amendment or supplement which corrected or made not misleading information previously furnished to the Company, and the Company failed to include such information therein.”

3. The following clause shall be added to the end of Section 3(d)(ii) of the Agreement:

“; provided, that such Selling Shareholder shall not be liable under clause (ii) in any such case to the extent that the Selling Shareholder has furnished in writing to the Company prior to the filing of any such Registration Statement, free writing prospectus, preliminary prospectus, prospectus or amendment or supplement information expressly for use in such Registration Statement, preliminary prospectus, prospectus or amendment or supplement which corrected or made mot misleading information previously furnished to the Company, and the Company failed to include such information therein.”

4. The phrase “this Section 4” in Section 4 of the Agreement shall be deleted and replaced with the phrase “Section 2”.

5. Section 7 of the Agreement shall be amended and restated to read as follows:

“7. [Intentionally omitted.]”

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6. Exhibit A to the Agreement is hereby deleted and replaced in its entirety with Exhibit A attached hereto.

7. In all other respects the Agreement shall remain unaltered and continue in full force and effect and nothing herein shall be construed as a waiver or modification of existing rights under the Agreement, except as such rights are expressly modified by this Amendment No. 2. This Amendment No. 2 and the Agreement, as amended to the date hereof, shall be read and construed as one document.

8. This Amendment No. 2 may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same document.

9. This Amendment No. 2 shall not become effective unless and until closing under the Prides Debt Conversion Agreement occurs, whereupon this Amendment No. 2 shall become effective without need for further action, agreement or documentation on the part of any party. This Amendment No. 2 shall automatically terminate in the event that the Prides Debt Conversion Agreement terminates.

[Remainder of Page Intentionally Left Blank.]

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Please confirm that the foregoing correctly sets forth the agreement among us by signing below.

PRIDES CAPITAL FUND I, L.P. By: Prides Capital Partners, LLC, its General Partner		EDIETS.COM, INC.
By:	/s/ Kevin A. Richardson, II	By:	/s/ Thomas Hoyer
Name:	Kevin A. Richardson, II	Name:	Thomas Hoyer
Title:	Managing Member	Title:	Chief Financial Officer
INVESTORS:
LEE S. ISGUR
/s/ Lee S. Isgur
KEVIN N. MCGRATH
/s/ Kevin N. McGrath
KEVIN A. RICHARDSON II
/s/ Kevin A. Richardson, II

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT]

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EXHIBIT A

Investor Name & Address	Shares Purchased under 2009 Purchase Agreements or through Exercise of Existing Prides Warrants	Warrant Shares (New Prides Warrants and Warrants Issued under 2009 Purchase Agreements)	Shares Acquired under 2010 Private Placement Documents
Lee S. Isgur One Cedar Lane Woodside, CA 94062	194,340	87,453	100,000
Kevin N. McGrath Del Charter Gtee & Tst Co TTEE FBO Kevin N McGrath IRA Account # 003 283 256 Goldman, Sachs & Co. Attn: Transfer of Assets Team 295 Chipeta Way, 4th Floor Salt Lake City UT 84108-1220	571,700	257,265	200,000
Kevin A. Richardson II c/o Prides Capital LLC 200 State Street 13th Floor Boston MA 02109	300,000	135,000	**
Prides Capital Fund I, L.P. c/o Prides Capital LLC 200 State Street 13th Floor Boston MA 02109	2,688,119	1,209,652	***

** 200,000 shares of common stock purchased pursuant to the April 2010 Purchase Agreements, plus an amount of shares to be issued pursuant to the Richardson Debt Conversion Agreement equal to 501,575 shares of common stock plus an additional number of shares equal to the product (rounded down to the nearest whole number) of (i) 68 multiplied by (ii) the number of days that have elapsed from March 31, 2010 to the closing of the Richardson Debt Conversion Agreement.

*** An amount of shares equal to 21,472,533 shares of common stock plus an additional number of shares to be issued pursuant to the Prides Debt Conversion Agreement equal to the product (rounded down to the nearest whole number) of (i) 9,321 multiplied by (ii) the number of days that have elapsed from March 31, 2010 to the closing of the Prides Debt Conversion Agreement.

EX-99.1

Exhibit 99.1

Investor Relations Contact:

John Mills

ICR, Inc.

310-954-1105

John.Mills@icrinc.com

eDiets.com^® Announces $5,275,000 Registered Direct Offering of Common Stock

Enters Into Agreements for Private Placement and Debt Conversion

FORT LAUDERDALE, FL, April 6, 2010 – eDiets.com, Inc. (NASDAQ: DIET) today announced the pricing of its $5,275,000 registered direct offering of common stock. The Company has entered into subscription agreements with certain investors to purchase 5,275,000 shares of its common stock in a registered direct offering at a price of $1.00 per share. The registered direct offering is expected to close on or about April 9, 2010, subject to the satisfaction of customary closing conditions. Roth Capital Partners, LLC acted as the sole placement agent in connection with the registered direct offering.

eDiets expects to receive total net proceeds from the registered direct offering of approximately $4.7 million, after deducting placement agent fees and other offering expenses. Proceeds from the registered direct offering will be used for general corporate purposes, including working capital to fund eDiets’ future growth opportunities, such as the expansion of advertising related to its fresh-prepared meal delivery service.

Certain of eDiet’s officers and directors have also agreed, subject to stockholder approval and other closing conditions, to provide $1 million of additional capital through the purchase of $500,000 of newly issued shares of common stock in a private placement and the conversion of a $500,000 note, each at the public offering price.

In addition, eDiets announced that it has entered into an agreement to convert the aggregate principal amount, plus accrued and unpaid interest through the date of conversion, of outstanding debt held by its largest stockholder, Prides Capital Partners, LLC (“Prides”) into shares of common stock at a conversion price equal to the public offering price. The conversion of the Prides notes and the $500,000 note (as discussed above) held by Kevin Richardson, II, one of eDiets’ directors and an officer of Prides, is subject to stockholder approval and other closing conditions. As of March 31, 2010, the Prides notes had an aggregate principal balance of $15.1 million and accrued and unpaid interest of approximately $6.3 million and the Richardson note had an aggregate principal balance of $500,000 and accrued and unpaid interest of $1,575.

The private placement and the debt conversions are contingent upon, among other customary closing conditions, the completion of the registered direct offering, approval of eDiets’ stockholders of the issuance of the shares of common stock in the private placement and debt conversions and an amendment to eDiets’ certificate of incorporation increasing the number of authorized shares to at least 100,000,000. The debt conversions are also contingent on eDiets’ receipt of at least $3 million in gross proceeds from the registered direct offering. Prides, which owned 52.0% of eDiets’ outstanding common stock as of March 31, 2010, has agreed to execute a written consent approving the debt conversions, the private placement to certain directors and officers and the amendment to eDiets’ certificate of incorporation. The private placement and debt conversions will not close until at least 20 calendar days after a definitive information statement relating to the approval of the issuance of shares in the private placement and the debt conversions and the amendment to the certificate of incorporation is sent to stockholders pursuant to Regulation 14C under the Securities and Exchange Act of 1934, as amended. eDiets will also file an amendment to its definitive proxy statement previously filed with the SEC on March 22, 2010 removing the proposal to amend eDiets’ certificate of incorporation from the items to be voted upon at eDiets’ annual stockholder meeting on May 4, 2010.

The registered direct offering is being made pursuant to a prospectus supplement included as part of a shelf registration statement filed with the Securities and Exchange Commission (SEC) that was declared effective on March 25, 2010. A prospectus supplement related to the registered direct offering will be filed with the SEC. Copies of the prospectus supplement together with the accompanying prospectus can be obtained at the SEC’s website at http://www.sec.gov or from Roth Capital Partners, LLC by email to rothecm@roth.com or by mail to 24 Corporate Plaza, Newport Beach, CA 92660. This announcement is neither an offer to sell nor a solicitation of an offer to buy any shares of common stock of eDiets. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.

The shares of common stock to be sold in the private placement and the debt conversions have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirement of such Act and applicable state securities laws. However, eDiets has agreed to register for resale the shares of common stock issued in the private placement and the debt conversions.

About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition, fitness and weight-loss programs. eDiets features its award-winning, fresh-prepared diet meal delivery service as one of the more than 20 popular diet plans sold directly to members on its flagship site, www.eDiets.com. eDiets also provides a broad range of customized wellness and weight management solutions for Fortune 500 clients. eDiets’ unique infrastructure offers businesses, as well as individuals, an end-to-end solution strategically tailored to meet its customers’ specific goals of achieving a healthy lifestyle. For more information, please call 310-954-1105 or visit www.eDiets.com.

Forward-Looking Statements

Certain statements made in this report that reflect management’s expectations regarding future events and economic performance are forward-looking in nature and, accordingly, are subject to risks and uncertainties. These forward-looking statements include statements regarding the completion, timing and size of the public offering, the private placement and the debt conversions.

These forward-looking statements reflect eDiets’ current views about future events and are subject to risks, uncertainties and assumptions. eDiets wishes to caution readers that certain important factors may have affected and could in the future affect its actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. These factors include risks and uncertainties related to market conditions, eDiets’ ability to meet the conditions necessary to consummate the registered direct offering, the private placement and the debt conversions on the anticipated terms, or at all, and those risk factors set forth in filings with the SEC, including eDiets’ annual and quarterly reports.

These risks are not exhaustive and may not include factors that could adversely impact eDiets’ business and financial performance. Moreover, eDiets operates in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for eDiet’s management to predict all risk factors, nor can eDiets assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although eDiets believes the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, level of activity, performance or achievements. Moreover, neither eDiets nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. eDiets does not undertake any responsibility to update any of these forward-looking statements to conform its prior statements to actual results or revised expectations.