SENIOR SECURED NOTE

Exhibit 10.1

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

SENIOR SECURED NOTE

Subject to the terms and conditions of this Note, for good and valuable consideration received, EDIETS.COM, INC., a Delaware corporation (the “Company”), promises to pay to the order of Prides Capital Fund I, L.P. or its assigns (“Holder”), the principal amount of Two Million Five-Hundred Fifty Thousand and 00/100 Dollars ($2,550,000.00), as increased as provided in Section 2 below, and interest thereon as provided herein. This Note is issued pursuant to the Note and Warrant Purchase Agreement, dated as of May 30, 2008 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective purchaser(s) named therein and is subject to the terms thereof and the Holder is entitled to the benefits and rights therein. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. The following is a statement of the rights of the Holder and the terms and conditions to which this Note is subject, and to which the Company, by the issuance of this Note, and the Holder, by the acceptance of this Note, agrees:

1. Payments .

1.1 Payment Obligation . Unless paid earlier as provided herein, the Company shall pay all principal and accrued interest under this Note on June 30, 2011 (the “Maturity Date”). All payments of principal and/or interest under this Note will be made by electronic wire transfer to an account designated by the Holder.

1.2 Optional Prepayment . All or any portion of the principal and accrued and unpaid interest under this Note may be paid prior to the Maturity Date without the written consent of the Holder upon fifteen (15) days prior written notice to the Holder, provided , however, that (i) if any such prepayment is made on or before June 30, 2009, such prepayment shall include a prepayment premium of 5% of the prepaid amount, and (ii) if any such prepayment is made after June 30, 2009 and on or before June 30, 2010, such prepayment shall include a prepayment premium of 3% of the prepaid amount, and provided , further , that any such prepayment made pursuant to subclause (i) or (ii) of this Section 1.2 shall include accrued interest on the amount so prepaid.

1.3 Mandatory Prepayment . Not later than 15 days after the closing of any public or private sale by the Company of its equity except for Exempt Sales (as defined below), the Company shall prepay 100% of the outstanding Notes plus any accrued and unpaid interest to the date of such prepayment, provided , however, that (i) if any such prepayment is made on or before June 30, 2009, such prepayment shall include a prepayment premium of 5% of the prepaid amount, and (ii) if any such prepayment is made after June 30, 2009 and on or before June 30, 2010, such prepayment shall include a prepayment premium of 3% of the prepaid amount, and provided , further , that any such prepayment made pursuant to subclause (i) or (ii) of this Section 1.3 shall include accrued interest on the amount so prepaid. For the purposes of this Section 1.3, “Exempt Sales” shall mean the issuance of shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the date hereof) issued or to be issued after the date hereof (i) to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase, stock option or employee benefit plans or other arrangements that are approved by the board of directors of the Company; (ii) upon conversion of any options, warrants or other rights to acquire shares of Common Stock that are outstanding on the day immediately preceding the date hereof, provided, however, that the terms of such options, warrants or rights are not amended, modified or changed on or after the date hereof; or (iii) in connection with shares of Common Stock issued as consideration for the acquisition of another company or business in which the shareholders of the Company do not have a majority ownership interest, which acquisition has been approved by the board of directors of the Company and provided that after giving effect to such acquisition the Company is the surviving entity.

2. Interest . Interest (computed on the basis of a 360-day year and for the actual number of days in the respective period) shall accrue daily and is payable quarterly (on March 31, June 30, September 30 and December 31), commencing on December 31, 2008, on the unpaid principal amount of this Note then outstanding at the rate of eighteen percent (18%) per annum from and after the date of this Note and, unless paid earlier as provided herein, shall be paid on the Maturity Date. Accrued interest shall be paid in cash on the respective interest payment date provided that the Holder has notified the Company of its election to have such payment made in cash not less than 15 days prior to such payment date, and provided , further , that if such notice is not given, such accrued interest shall be capitalized and added to the principal amount of this Note. Each amount so capitalized shall be considered part of the principal amount outstanding under this Note and shall bear interest as provided in the first sentence of this Section 2.

3. Optional Conversion . The Holder shall have the sole right, but not the obligation, on the Maturity Date to convert all or any portion of the unpaid principal amount of this Note, in an amount not less than $100,000 (such portion hereinafter referred to as a “Conversion Portion”), into the Company’s Common Stock. In the event the Holder elects to convert any Conversion Portion into Common Stock, such Conversion Portion shall convert into that number of shares of Common Stock of the Company as shall equal such Conversion Portion divided by $3.00.

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4. Events of Default .

4.1 The occurrence of any of the following events shall be deemed to constitute an “Event of Default” hereunder: (a) the failure of the Company to pay the principal of this Note, together with all accrued interest, on the Maturity Date; (b) (i) the failure of the Company to comply with any provision set forth in Section 4 of the Note Purchase Agreement or (ii) the failure of any Note Party to comply with any provision applicable to it set forth in any Note Document (other than as set forth in clause (a) or (b)(i) above), and such f