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                                CEO Certification

I, Bradley T. MacDonald, the registrant, Chairman of the Board and Chief
Executive Officer certify that:

      1. The registrant's certifying officer has reviewed this Form 10-QSB of
         Medifast, Inc.

      2. Based on the registrant's certifying officer's knowledge, this 10-QSB
         does not contain any untrue statement of a material fact or omit to
         state a material fact necessary to make the statements made, in light
         of the circumstances under which such statements were made, not
         misleading with respect to the period covered by the Form 10-QSB.

      3. Based on the registrant's certifying officer's knowledge, the financial
         statements, and other financial information included in the Form
         10-QSB, fairly present in all material respects the financial
         condition, results of operations and cash flows of the registrant as
         of, and for the periods presented in this 10-QSB.

      4. The registrant's certifying officer is responsible for establishing and
         maintaining disclosure controls and procedures (as defined in Exchange
         Act Rules 13a-14 and 15d-14) for the registrant and have:

         a. Designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period by which this Form
            10-QSB is being prepared;

         b. Evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this 10-QSB (the "Evaluation Date") and

         c. Presented in this 10-QSB our conclusions about the effectiveness of
            the disclosure controls and procedures based on our evaluation as of
            the Evaluation Date.

      5. The registrant's certifying officer has disclosed, based on our most
         recent evaluation, to the registrant's auditors and the audit committee
         of registrant's board of directors:

         a. All significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

         b. Any fraud, whether or not materials, that involves management or
            other employees who have a significant role in the registrant's
            internal controls.

      6. The registrant's certifying officer indicated in the Form 10-QSB
         whether there were significant changes in internal controls or in other
         factors that could significantly affect internal controls subsequent to
         the date of our most recent evaluation, including any corrective
         actions with regard to significant deficiencies or material weaknesses,
         within the accounting system.


August 16, 2004

/s/ Bradley T. MacDonald
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Bradley T. MacDonald
Chairman of the Board & Chief Executive Officer