NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 10.1

NOTE AND WARRANT PURCHASE AGREEMENT

THIS AGREEMENT is made as of August 31, 2007 by and between EDIETS.COM, INC., a Delaware corporation (the “Company”) and the entity listed on the signature page hereof as purchaser (the “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 7 hereof.

W I T N E S S E T H

WHEREAS, the Company requires additional financing in order to carry on and expand its business; and

WHEREAS, the Purchaser is willing to provide certain debt financing to the Company on the terms contained or referred to herein.

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 agree as follows:

1.1 Authorization of Notes and Warrant . The Company has authorized (i) the issuance and sale of $10,000,000 aggregate principal amount of its 15% Senior Secured Notes due August 31, 2010 (individually, a “Note” and collectively, the “Notes”), substantially in the form set out in Exhibit A and (ii) the issuance to the Purchaser (or its designee) of a Warrant to purchase Company’s Common Stock, containing the terms and conditions and in the form attached hereto as Exhibit B (the “Warrant”).

1.2 Purchase and Sale of the Notes and Warrant . At the Closing (as defined in Section 1.3 below), (i) the Company shall issue to the Purchaser and, subject to the terms and conditions set forth herein, the Purchaser shall purchase from the Company, a Note in the aggregate principal amount of $10,000,000 in exchange for such amount from the Purchaser and (ii) the Company shall issue to the Purchaser (or its designee) the Warrant to purchase One Million shares of Common Stock.

1.3 Closing . The closing of the purchase and sale of the Notes and Warrant (the “Closing”) shall take place on August 31, 2007 (the “Closing Date”). The Closing shall take place at the offices of Edwards Angell Palmer & Dodge LLP, or at such other place as may be mutually agreeable to the Company and the Purchaser. At the Closing, upon payment by the Purchaser of the aggregate amount of $10,000,000 by wire transfer of immediately available funds to an account or accounts designated by the Company, the Company shall deliver to the Purchaser a Note and shall deliver to the Purchaser (or its designee) the Warrant.

The obligation of the Purchaser to purchase and pay for the Note and the Warrant at the Closing is subject to the satisfaction as of the Closing of the following conditions:

2.1 Representations and Warranties; Material Adverse Change . The representations and warranties contained in Section 5 hereof shall be true and correct at and as of the Closing as though then made, and the Company shall have performed all of the covenants required to be performed by it hereunder prior to the Closing. Since December 31, 2006, there has not been a material adverse change in the financial condition, business, operations, performance or properties of the Company and its Subsidiaries, taken as a whole.

2.2 Documents . The Note Parties shall have entered into the respective Note Documents.

2.3 Transaction Fee . The Company shall have paid a transaction fee equal to $175,000 to the Purchaser (or its designee).

2.4 Ticking Fee . The Company shall have paid to the Purchaser a ticking fee, from August 14, 2007 to the Closing, at the rate of 0.50% per annum (computed on the basis of a 360-day year for the actual number of days in such period) on the principal amount of the Note.

2.5 Other Fees and Expenses . The Company shall have paid the Purchaser’s reasonable out-of-pocket expenses (including fees and expenses of counsel) arising out of or in connection with the transactions contemplated hereby; provided, however that the Company shall have no obligation to pay, and shall not pay, the Purchaser more than $25,000 for such fees and expenses.

2.6 Legal Opinion . The Purchaser shall have received an opinion in form and substance satisfactory to the Purchaser, dated the date of the Closing from Edwards Angell Palmer & Dodge LLP, counsel for the Company, covering such matters incident to the transactions contemplated by the Note Documents as the Purchaser or its counsel may reasonably request.

2.7 Certified Corporate Resolutions . The Purchaser shall have received a certificate of the Secretary or Assistant Secretary of each Note Party, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Note, this Agreement and the other Note Documents, respectively.

For so long as any Note is outstanding, except as otherwise consented to or waived by the Majority Holders, the Company will do the following and will cause each of its Subsidiaries to do the following (unless the context otherwise requires):

3.1 Preserve and maintain its corporate existence, legal structure, rights, franchises and privileges in the jurisdiction of its incorporation, and shall not (i) change the location of its chief executive office or any other place of business, or the location of any Collateral, (ii) change its name or mailing address, or (iii) conduct its business operations under any fictitious business name or trade name, without, in the case of this clause (iii), at least thirty (30) days’ prior written notice to the Purchaser.

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3.2 Preserve and maintain its business and all licenses and other rights necessary to the conduct of its business and comply in all material respects with all applicable laws, rules, regulations and orders of any governmental authority applicable to its business.

3.3 File all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a lien or other encumbrance on properties or assets of the Company or any Subsidiary; provided that neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with generally accepted accounting principles in the United States, consistently applied, on the books of the Company or such Subsidiary and (ii) the nonpayment of any such tax, assessment, charge, levy or claim has not resulted in any lien on the property of the Company or such Subsidiary, as the case may be.

3.4 Maintain insurance with financially sound and reputable insurance companies or associations in such amounts and covering such risks as the Company reasonably deems appropriate.

3.5 Furnish to each Holder of not less than $1,000,000 of principal amount of the Notes (a) as soon as available and in any event within 50 days after the end of each of the first three fiscal quarters of each Fiscal Year, a copy of its quarterly financial statements for each such fiscal quarter, (b) as soon as available and in any event within 95 days after the end of each Fiscal Year, a copy of its annual audit report for such Fiscal Year and (c) such other financial information relating to the Company and its Subsidiaries as the Holder may reasonably request from time to time; provided, however, that the financial statements to be delivered by the Company pursuant to clauses (a) and (b) above shall be deemed to have been delivered on the date on which such reports containing such financial statements are posted on the Securities Exchange Commissions’ website on the internet at “www.sec.gov”.

3.6 Promptly notify the Holders of the occurrence of any Event of Default under the Notes.

3.7 Maintain proper books of record and account, in which full, true and correct entries in conformity with its existing business practice shall be made of all financial transactions and matters involving its assets and business.

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3.8 Permit representatives of the Holders to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Company; provided, however, that when an Event of Default exists, the Holders (or any of their respective representatives) may do any of the foregoing at any time during normal business hours and without advance written notice.

3.9 Promptly (a) notify the Holders upon the formation or acquisition of any Subsidiary of the Company and (b) upon the reasonable request by any Holder, (i) correct any material defect or error that may be discovered in any Note Document or in the execution, acknowledgment, filing or recordation thereof, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further deeds, certificates, assurances and other instruments as the Holders may reasonably require from time to time in order to (A) carry out more effectively the purposes of the Note Documents, (B) to the fullest extent permitted by applicable law, subject the Company’s or the Subsidiaries’ properties, assets, rights or interests to the liens covered by the Security Agreement, (C) perfect and maintain the validity, effectiveness and priority of the Security Agreement and any of the liens created thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Holders the rights granted to the Holders under any Note Document or under any other instrument executed in connection with any Note Document to which the Holders are a party, and cause each of the Subsidiaries to do so; and cause each domestic Subsidiary (formed or acquired after the date hereof) to be a party to the Guaranty and the Security Agreement.

3.10 File all reports required to be filed with the SEC by the due date thereof.

3.11 In the event the Notes are held by more than one Person, enter into an amendment of the Security Agreement and the Guaranty, as reasonably requested by the Holders, to provide for, among other things, the appointment of an agent to act on behalf of the Holders and other customary provisions relating to such appointment.

3.12 Not later than 15 Business Days following the Closing Date or such later date as the Purchaser may determine in its sole discretion, deliver a control agreement in respect of deposit and securities accounts maintained by the Note Parties at Wachovia Bank, National Association, as required by Section 5 of the Security Agreement.

Except as otherwise consented to or waived by the Majority Holders, the Company will not (and will not permit any of its Subsidiaries to), for so long as any amount due under any Note is outstanding:

4.1 Declare or pay any dividends on any capital stock, purchase, redeem, retire or otherwise acquire for value any of its capital stock (except for shares of Common Stock repurchased from current or former employees, consultants, or directors upon termination of service in accordance with plans approved by the Board), or otherwise make any distribution or payment to any holder of its capital stock in respect of such capital stock.

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4.2 Enter into any transaction with any person or entity that is affiliated with, controls or is controlled by, the Company, except for transactions in the ordinary course of business and on terms not less favorable to the Company than it would obtain in a transaction between unrelated parties.

4.3 Authorize, create, designate, establish or issue any other class or series of capital stock ranking senior to the Common Stock as to dividends or upon liquidation, or reclassify any shares of Common Stock into shares having any preference or priority as to dividends or upon liquidation superior to any such preference or priority of Common Stock.

4.4 Sell or otherwise dispose of any assets or any interest therein except in the ordinary course of business or to a Note Party.

4.5 Except for liens as provided in the Security Agreement or liens permitted hereunder including any capital leases permitted hereunder and covering only the property subject to the respective capital lease, create, incur, assume or suffer to exist any lien, mortgage, security interest or other encumbrance on any of its properties or assets, or assign or otherwise convey any right to receive income, other than liens for taxes, assessments, governmental charges and levies if the same shall not at the time be delinquent, liens imposed by