Letter Waiver dated May 30, 2008



 Exhibit 10.9 
 LETTER WAIVER 
  

					
		 		 	Dated as of May 30, 2008
			
	To	 	 Prides Capital Fund I, L.P.,
 as purchaser (the
“Purchaser”) under
 the Note and Warrant Purchase
 Agreement referred to below
	 	

 Ladies and Gentlemen: 
 We refer to the Note and Warrant Purchase Agreement dated as of August 31, 2007 (the “2007 Purchase Agreement”) between the Company and you. Capitalized terms not otherwise defined in this Letter
Waiver have the same meanings as specified in the 2007 Purchase Agreement. 
 Pursuant to that certain Note and Warrant Purchase Agreement of
even date herewith entered into by the Company and you, the Company intends to (i) issue and sell to you its 18% Senior Secured Notes due June 30, 2011 and (ii) issue to you a Warrant to purchase Five-hundred Thousand shares of Common
Stock (the transactions in the foregoing subclauses (i) and (ii) being referred to herein collectively as the “Transactions”). We hereby request that you waive compliance with Sections 4.2, 4.5, 4.7, 4.13 and 4.14 of the
2007 Purchase Agreement in respect of the Transactions. 
 This Letter Waiver shall become effective as of the date first above written when,
and only when, the Purchaser shall have received by 10:00 a.m. EST on May 30, 2008 (x) counterparts of this Letter Waiver executed by us and you and (y) the consent attached hereto executed by each of the Company’s domestic
Subsidiaries. 
 The 2007 Purchase Agreement and each of the other Note Documents, except to the extent of the modifications specifically
provided for herein, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. This Letter Waiver shall be effective to implement the waiver described herein. The execution, delivery and
effectiveness of this Letter Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Purchaser under the 2007 Purchase Agreement, nor constitute a waiver of any other provision of the 2007
Purchase Agreement. 
 If you agree to the terms and provisions of this Letter Waiver, please evidence such agreement by executing and
returning at least two counterparts of this Letter Waiver to C. Nathan Wood, Shearman & Sterling LLP, 525 Market Street, Suite 1500, San Francisco, California 94105, fax: (415) 616-1325, email: nathan.wood@shearman.com by not later
than 10:00 a.m. EST on May 30, 2008. 







 This Letter Waiver may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Waiver by
facsimile or electronic copy shall be effective as delivery of a manually executed counterpart of this Letter Waiver. 
 This Letter Waiver
shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. 
 [Remainder of page
intentionally left blank.] 








			
	Very truly yours,
	
	EDIETS.COM, INC.
		
	By:	 	 /s/ James A. Epstein

	Name:	 	James A. Epstein
	Title:	 	Secretary


 Agreed as of the date first above written: 
  

			
	 PRIDES CAPITAL FUND I, L.P.,
 as Purchaser


		
	By:	 	Prides Capital Partners, LLC, its General Partner
		
	By:	 	 Kevin A. Richardson II

	Name:	 	Kevin A. Richardson II
	Title:	 	

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 CONSENT 
  

					
		 		 	Dated as of May 30, 2008

 We, the undersigned, as guarantors under the Guaranty, and as grantors under the Security
Agreement (each as defined in the 2007 Purchase Agreement referred to in the foregoing Letter Waiver) in favor of the Purchaser and for its benefit, hereby consent to such Letter Waiver and hereby confirm and agree that (a) notwithstanding the
effectiveness of such Letter Waiver, the Guaranty and Security Agreement are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, and (b) the Note Documents to which each of the undersigned
is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations (as defined therein). 
  

			
	EDIETS, INC.
		
	By:	 	 /s/ James A. Epstein

	Name:	 	James A. Epstein
	Title:	 	Secretary
	
	NUTRIO.COM, INC.
		
	By:	 	 /s/ James A. Epstein

	Name:	 	James A. Epstein
	Title:	 	Secretary


 eDiets Letter Waiver