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Employment Agreement - eDiets.com Inc. and David J. Schofield

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                              EMPLOYMENT AGREEMENT

         Agreement dated as of the 21st day of August 2000, by and between
EDIETS.COM, INC., a Delaware corporation having its principal place of business
at 3467 W. Hillsboro Boulevard, Deerfield Beach, Florida 33442 (the
"Corporation") and DAVID J. SCHOFIELD, (the "Executive").

                              W I T N E S S E T H:

         WHEREAS, the Corporation desires to employ Executive as an executive
officer, and Executive is willing to accept such employment, all subject to the
terms and conditions set forth herein;

          NOW, THEREFORE, in consideration of the premises and of the mutual
agreements set forth herein, the parties hereto agree as follows:

         1.       EMPLOYMENT AND TERM. Subject to the terms and conditions
                  hereof, the Corporation hereby employs Executive, and
                  Executive hereby accepts employment by the Corporation, for a
                  period of three (3) years commencing on August 21, 2000, (the
                  "Commencement Date") and ending on the third anniversary of
                  the Commencement Date, unless terminated sooner pursuant to
                  the provisions hereof.

         2.       DUTIES. Executive shall serve the Corporation as its President
                  and Chief Executive Officer. Executive shall perform such
                  executive, administrative, management, marketing and other
                  services and duties as are incidental to the offices he holds
                  and as may, from time to time, be assigned to him by the Board
                  of Directors of the Corporation or a committee thereof.
                  Executive shall devote all of his business and professional
                  time to the performance of his duties hereunder. Executive
                  further agrees to serve as an officer or director of any
                  parent, subsidiary or affiliate of the Corporation upon the
                  Corporation's request, with no additional compensation beyond
                  that set forth in Paragraph 3 below. The Executive's principal
                  place of employment shall be the executive offices of the
                  Corporation in Deerfield Beach, Florida or any location less
                  than 50 miles from such location, although the Executive
                  understands and agrees that he may be required to travel from
                  time to time for business purposes.

         3.       COMPENSATION.

                  (a) As base compensation for the services to be rendered by
                  Executive hereunder, the Corporation agrees to pay to
                  Executive an annual base salary in the amount of Two Hundred
                  Fifty Thousand Dollars ($250,000), such salary to be paid in
                  equal biweekly installments for so long as Executive is
                  employed by the Corporation.

<PAGE>

                  (b) The Executive shall receive an annual bonus for each full
                  calendar year as (i) determined by the Board of Director's
                  Compensation Committee based upon the Company's growth and
                  profitability plus (ii) any additional amount, if any, to be
                  determined by Corporation's Compensation Committee in
                  recognition of the Executive's contribution to the
                  Corporation.

                  (c) The Executive shall receive an initial grant of 500,000
                  employee stock options under the Corporation's Stock Option
                  Plan (the "Plan") with an exercise price equal to the fair
                  market value of the Corporation's common stock at the
                  Commencement Date. The options, which shall be exercisable for
                  a period of five (5) years from the date of grant, shall vest
                  over three (3) years in six (6) equal semi-annual
                  installments, with the first installment vesting six (6)
                  months after the Commencement Date. Additional future options
                  may be granted in the discretion of the Corporation's
                  Compensation Committee and as part of the Plan. Unexercised
                  options shall only terminate in the event that this Agreement
                  is terminated by the Corporation pursuant to Paragraph 5(a).

                  (d) Executive shall be entitled, on a basis consistent with
                  the Corporation's policy, to reimbursement for all normal and
                  reasonable travel, entertainment and other expenses
                  necessarily incurred by him in the performance of his
                  obligations hereunder. The Corporation shall reimburse
                  Executive for such expenses upon presentation to the
                  Corporation, within a reasonable time after such expenses are
                  incurred, of an itemized account of such expenses, together
                  with such vouchers or receipts for individual expense items as
                  the Corporation may from time to time require under its
                  established policies and procedures.

                  (e) Executive shall be entitled to participate in, or benefit
                  from, in accordance with the eligibility and other provisions
                  thereof, such medical insurance, pension, retirement, or other
                  fringe benefit plans or policies as the Corporation may make
                  available to, or have in effect for, its executive personnel
                  from time to time. Plans and benefits may be modified or
                  eliminated by the Corporation from time to time as it
                  determines in its sole discretion. Executive shall also be
                  entitled to four (4) weeks of vacation annually and other
                  similar benefits in accordance with the policies of the
                  Corporation from time to time in effect for executive
                  personnel.

                  (f) Except as hereinafter provided, the Corporation shall pay
                  Executive, for any period during the term of this Agreement
                  during which he is unable fully to perform his duties because
                  of physical or mental disability or incapacity, an amount
                  equal to the compensation

<PAGE>

                  due him for such period in accordance with this Agreement,
                  less the aggregate amount of all income disability benefits
                  which for such period he may receive under or by reason of (i)
                  any applicable compulsory state disability law, (ii) the
                  Federal Social Security Act, (iii) any applicable workmen's
                  compensation law or similar law, and (iv) any plan towards
                  which the Corporation or any parent, subsidiary or affiliate
                  of the Corporation has contributed or for which it has made
                  payroll deductions, such as group accident, disability or
                  health policies.

         4.       TERMINATION ON DISABILITY OR DEATH.

                  (a) In the event that Executive, due to physical or mental
                  disability or incapacity, is unable to substantially perform
                  his duties hereunder for a period of three (3) successive
                  months, the Corporation or Executive shall then have the right
                  to terminate this Agreement and Executive's employment
                  hereunder upon thirty (30) days' prior written notice,
                  provided, however, that in the event that Executive shall
                  recommence rendering services and performing all of his duties
                  hereunder within such thirty (30) day notice period, such
                  notice shall be vitiated, and the Corporation and the
                  Executive shall no longer have the right to terminate based on
                  the disability event described in the notice. Executive's
                  employment shall terminate immediately upon his death.

                  (b) Upon termination of Executive's employment by reason of
                  his death or disability as aforesaid, Executive, or in the
                  case of Executive's death, Executive's personal
                  representatives, shall be entitled to receive base
                  compensation earned or accrued to the date of such termination
                  and not already paid, less any benefits paid to Executive by
                  reason of such disability. Such accrued base compensation
                  shall be paid to the Executive within 30 days following the
                  date of termination.

                  (c) In the event of the termination of this Agreement for any
                  reason other than death, Executive shall have the right to
                  purchase, and the Corporation shall assign to Executive, any
                  insurance policy maintained by the Company on the life of
                  Executive then in effect, for a price equal to the net cash
                  surrender value thereof at the time of such termination.

         5.       TERMINATION FOR CERTAIN CAUSES AND OTHER  REASONS.

                  (a) In the event of the (i) willful material misconduct of
                  Executive in the performance of his duties hereunder, (ii)
                  material breach of any provisions of Paragraphs 7, 8 or 9, or
                  (iii) conviction of the Executive for any felony under federal
                  or state law, this Agreement and Executive's employment
                  hereunder may be terminated by the

<PAGE>

                  Corporation without prior notice. This Agreement may also be
                  terminated by the Corporation in the event that there has been
                  a material failure of performance by Executive of his duties
                  hereunder and such failure has not been cured by Executive
                  within a period of sixty (60) days of his receipt from the
                  Corporation of a written notice of proposed termination
                  specifying the particular failure(s) of performance, upon
                  which the proposed termination willl be based, if not cured.

                  (b) The Corporation may also terminate this Agreement for any
                  reason other than the reasons set forth in Paragraph 5(a)
                  above. If the Corporation elects to terminate under this
                  Paragraph 5(b) or the Executive resigns for Good Reason (as
                  defined below) during the first six (6) months of this
                  Agreement, as a severance allowance, Executive will be
                  entitled to receive a lump sum payment of $150,000 and
                  immediate vesting of the first installment of his stock
                  options, totaling 83,333. If the Corporation elects to
                  terminate under this Paragraph 5(b) or the Executive resigns
                  for Good Reason during months seven (7) through eighteen (18)
                  of this Agreement, Executive shall receive a lump sum payment
                  of $200,000 and immediate vesting of the second, third and
                  fourth installment of options, totaling 250,000. If the
                  Corporation elects to terminate under this Paragraph 5(b) or
                  the Executive resigns for Good Reason after nineteen (19)
                  months of this Agreement, Executive shall receive a lump sum
                  payment of $250,000 and immediate vesting of the remaining
                  balance of options. Such lump sum payment shall be paid to the
                  Executive within 30 days following the date of termination.

                  For purposes of this Agreement, "Good Reason" shall mean (i)
                  an adverse and material change in the Executive's title,
                  nature of duties, employee benefits or working conditions
                  without his prior consent; (ii) any material failure by the
                  Corporation to comply with any of the provisions of this
                  Agreement that is not remedied by the Corporation promptly
                  after receipt of notice thereof given by the Executive or
                  (iii) the Corporation requiring the Executive to be based at
                  any office or location other than that described in Paragraph
                  2 hereof without the Executive's prior written consent. Good
                  Reason shall not include the occurrence of a Change of Control
                  as defined in Paragraph 6.

         6.       CHANGE OF CONTROL

                  In order to protect the Executive against the possible
                  consequences and uncertainties of a Change of Control of the
                  Corporation (as hereinafter defined) and thereby induce the
                  Executive to enter into the employ of the Corporation, the
                  Corporation agrees that:

<PAGE>

                  (a) If, during the term of this Agreement, the Executive's
                  employment is terminated by the Corporation at any time
                  subsequent to a Change of Control other than for the causes
                  set forth in Paragraph 5(a), then in such event, the
                  Corporation shall pay the Executive within thirty (30) days
                  after such termination, (i) a lump sum payment in cash in an
                  amount equal to the balance of his base salary for the
                  remaining term of the Agreement, but not less than one year of
                  said base salary and (ii) all stock options granted to the
                  Executive but not yet vested will immediately vest.

                  (b) For purposes of this Paragraph 6, in the event, following
                  a Change of Control, the Executive shall resign from his
                  employment with the Corporation within thirty (30) calendar
                  days after he has obtained actual knowledge of any adverse and
                  material change or proposed change in his title, nature of
                  duties, employee benefits or working conditions, in each
                  instance without his prior consent, such resignation shall be
                  deemed to be a termination of employment by the Corporation
                  other than for the causes set forth in Paragraph 5(a) and
                  Paragraph 6(a) shall therefore govern the corporate obligation
                  to the Executive.

                  (c) As used in this Paragraph 6, a "Change of Control" shall
                  be deemed to have occurred if after the Commencement Date (i)
                  any "person" or "group of persons" (as such terms are used in
                  Sections 13(d) and 14(d) of the Securities Exchange Act of
                  1934, as amended (the "1934 Act"), becomes the "beneficial
                  owner" (as defined in Rule 13d-3 promulgated under the 1934
                  Act), directly or indirectly, of securities of the Corporation
                  representing more than thirty-five percent (35%) of the
                  Corporation's then outstanding securities having the right to
                  vote on the election of directors; (ii) if directors
                  constituting a majority of the Board of Directors are elected
                  to the Board of Directors without the recommendation or
                  approval of the incumbent Board of Directors, except only by
                  vote of the current majority stockholder, David R. Humble; or
                  (iii) approval by the stockholders of the Corporation (or any
                  parent corporation, if any) of a reorganization, merger,
                  statutory share exchange, consolidation or similar business
                  combination, in each case with respect to which all or
                  substantially all of the individuals and entities who were the
                  beneficial owners of the outstanding securities having the
                  right to vote on the election of directors immediately prior
                  to such reorganization, merger, statutory share exchange,
                  consolidation or other similar business combination do not
                  following such reorganization, merger or consolidation,
                  beneficially own, directly or indirectly more than 50%,
                  respectively, of the then outstanding shares of common stock
                  and the combined voting power of the then outstanding voting
                  securities entitled to vote generally in the election of
                  directors, as the case may be, of the corporation resulting
                  from such reorganization, merger, statutory share exchange,
                  consolidation or

<PAGE>

                  similar business combination in substantially the same
                  proportions as their ownership, immediately prior to such
                  reorganization, merger, statutory share exchange,
                  consolidation or similar business combination of the
                  Corporation's outstanding securities having the right to vote
                  on the election of directors; or (iv) approval by the
                  stockholders of the Corporation (or any parent corporation, if
                  any) of [a] a complete liquidation or dissolution of the
                  Corporation (or any parent corporation) or [b] the sale or
                  other disposition of all or substantially all of the assets of
                  the Corporation (or any parent corporation), other than to a
                  corporation, with respect to which following such sale or
                  other disposition, more than 50% of, respectively, the then
                  outstanding shares of common stock of such corporation and the
                  combined voting power of the then outstanding voting
                  securities of such corporation entitled to vote generally in
                  the election of directors is then beneficially owned, directly
                  or indirectly, by all or substantially all of the individuals
                  and entities who were the beneficial owners, respectively, of
                  the Corporation's outstanding securities having the right to
                  vote on the election of directors immediately prior to such
                  sale or other disposition in substantially the same proportion
                  as their ownership, immediately prior to such sale or other
                  disposition, of the Corporation's outstanding securities
                  having the right to vote on the election of directors.

         7.       DISCLOSURE AND ASSIGNMENT OF DISCOVERIES.

                  (a) Executive hereby covenants and agrees to disclose promptly
                  and fully, in writing, whenever possible, to the Corporation
                  and its attorneys and designated representatives, without
                  additional compensation, all ideas, formulae, programs,
                  systems, devices, inventions, processes, business concepts,
                  discoveries, improvements, developments, works of authorship,
                  product marks and designations, technical information and
                  know-how, whether or not patentable, copyrightable or
                  otherwise protectable relating to personalized diet and
                  nutrition programs (together, the "Developments"), which he
                  may conceive, develop, reduce to practice, acquire or make,
                  alone or jointly with others:

                           (i) during the term of his employment with the
                           Corporation, whether during or outside of the usual
                           hours of work;

                           (ii) within a period of two (2) years after
                           termination of his employment with the Corporation;
                           and

                           Executive hereby agrees that all of his right, title
                           and interest in and to such Developments shall be
                           deemed as held by him in a fiduciary capacity solely
                           for the benefit of

<PAGE>

                           the Corporation, shall be the sole and exclusive
                           property of the Corporation and shall be subject to
                           the confidentiality provisions of Section 8 as
                           confidential information of the Corporation.

                  (b) Executive, when required to do so, either during or after
                  the term of his employment with the Corporation, shall:

                           (i) assign and convey to the Corporation his entire
                  right, title and interest in and to the Developments to the
                  extent not owned by the Corporation as a matter of law from
                  the time of their creation and execute, acknowledge and
                  deliver all such further instruments and documents, in form
                  and substance satisfactory to the Corporation, as it shall
                  deem reasonably necessary or advisable to evidence the vesting
                  in the Corporation of all right, title and interest of
                  Executive in and to the Developments;

                           (ii) assist the Corporation and its agents in
                  preparing patent applications, domestic and foreign, covering
                  the Developments;

                           (iii) sign and deliver all such applications and
                  assignments of the same to the Corporation; and

                           (iv) generally give all information and testimony,
                  sign all papers and do all things which may be needed or
                  requested by the Corporation to the end that the Corporation
                  may obtain, extend, reissue, maintain and enforce United
                  states and foreign patents covering the Developments.

                  (c) Executive hereby irrevocably nominates and appoints the
                  Corporation his attorney-in-fact to sign and deliver all such
                  papers, and perform all such acts mentioned in subparagraph
                  7(b), in the event of Executive's absence, unavailability, or
                  death, such nomination and appointment hereby being granted
                  with full authority in the premises, and such authority to be
                  deemed coupled with an interest vested in the Corporation.

                  (d) The Corporation agrees to bear all expenses which it
                  causes to be incurred in obtaining, extending, issuing,
                  maintaining and enforcing such patents and in investing and
                  perfecting title thereto in the Corporation, and agrees
                  further to pay Executive for any time which it may require

<PAGE>

                  of him therefor, and for any services that may be required of
                  him pursuant to subparagraph 7(b), subsequent to the
                  termination of his employment with the Corporation, such
                  payment to be at an hourly rate equivalent to that at which
                  Executive is paid at the time of the termination of his
                  employment by the Corporation.

                  (e) In the event of the unenforceability of all or part of the
                  foregoing provisions of this Paragraph 7, as determined by a
                  court of competent jurisdiction, Executive hereby transfers
                  and assigns to the Corporation such lesser interests in the
                  Developments, including, without limitations, any and all
                  United States and foreign patent rights therein and renewals
                  thereof, as may be determined by such a court to be a
                  reasonable grant of interests under the circumstances, but, in
                  any event, and without limitation, Executive shall be deemed
                  to have granted to the Corporation not less than an
                  irrevocable, non-exclusive license, with the right to
                  sublicense others, to manufacture, use, lease and sell the
                  Developments which have not been assigned to the Corporation
                  under the provisions of subparagraph 7(b), without payment of
                  any royalty.

         8.       CONFIDENTIALITY

                  (a) Executive understands and hereby acknowledges that as a
                  result of his employment with the Corporation, he will
                  necessarily become informed of, and have access to, certain
                  valuable and confidential information of the Corporation and
                  any of its subsidiaries, joint ventures and affiliates,
                  including, without limitation, inventions, trade secrets,
                  technical information, know-how, plans, specifications,
                  identity of customers and suppliers, and that such
                  information, even though it may be developed or otherwise
                  acquired by Executive, is the exclusive property of the
                  Corporation to be held by Executive in trust and solely for
                  the Corporation's benefit. Accordingly, Executive hereby
                  agrees that he shall not, at any time, either during or
                  subsequent to his employment hereunder, use, reveal, report,
                  publish, transfer or otherwise disclose to any person,
                  corporation or other entity, any of the Corporation's
                  confidential information without the prior written consent of
                  the Corporation, except to responsible officers and employees
                  of the Corporation and other responsible persons who are in a
                  contractual or fiduciary relationship with the Corporation or
                  who have a need for such information for purposes in the
                  interest of the Corporation, and except for such information
                  which legally and legitimately is or becomes of

<PAGE>

                  general public knowledge from authorized sources other than
                  Executive.

                  (b) Upon the termination of his employment with the
                  Corporation for any reason whatsoever, Executive shall
                  promptly deliver to the Corporation all drawings, manuals,
                  letters, notes, notebooks, reports and copies thereof, and all
                  other materials, including, without limitation, those of a
                  secret and confidential nature, relating to the Corporation's
                  business which are in Executive's possession or control.

         9.       NON-COMPETITION. Executive agrees that, during the term of
                  this Agreement and for a period of two (2) years after the
                  expiration or termination for any cause of his employment with
                  the Corporation, he shall not, anywhere in the United States
                  of America or elsewhere in the world (or in such smaller area
                  or for such lesser period as may be determined by a court of
                  competent jurisdiction to be a reasonable limitation on the
                  competitive activity of Executive), directly or indirectly:

                  (i)      engage in a directly competitive line of business to
                           the business carried on by the Corporation to be
                           defined as any diet and fitness business, both on-
                           and offline, either for his own account or with or
                           for anyone else;

                  (ii)     solicit or attempt to solicit business of any
                           customers of the Corporation for products or services
                           the same or similar to those offered, sold, produced
                           or under development by the Corporation;

                  (iii)    otherwise divert or attempt to divert from the
                           Corporation any business whatsoever;

                  (iv)     solicit or attempt to solicit for any business
                           endeavor any employee of the Corporation;

                  (v)      interfere with any business relationship between the
                           Corporation and any other person; or

                  (vi)     render any services as an officer, director,
                           employee, partner, consultant or otherwise to, or
                           have any interest as a stockholder, partner, lender
                           or otherwise in, any person which is so engaged.
                           Notwithstanding anything to the contrary contained in
                           this Paragraph 9, the provisions hereof shall not
                           prevent the Executive from (i) purchasing or owning
                           up to three percent (3%) of the voting

<PAGE>

                           securities of any corporation, the stock of which is
                           publicly traded or (ii) being employed by any person
                           in which services performed by the Executive are not
                           in furtherance of such person's competition with the
                           Corporation.


         10.      REMEDIES. Because the Corporation does not have an adequate
                  remedy at law to protect its business from Executive's
                  competition or to protect its interests in its trade secrets,
                  privileged, proprietary or confidential information and
                  similar commercial assets, the Corporation shall be entitled
                  to injunctive relief, in addition to such other remedies and
                  relief that would, in the event of a breach of the provisions
                  of Paragraphs 7, 8 and 9, be available to the Corporation. In
                  the event of such a breach, in addition to any other remedies,
                  the Corporation shall be entitled to receive from Executive
                  payment of, or reimbursement for, its reasonable attorneys
                  fees and disbursements incurred in successfully enforcing any
                  such provision.

         11.      ATTORNEY'S FEES. In any litigation arising out of this
                  Agreement, including appeals, the prevailing party shall be
                  entitled to recover all costs incurred, including reasonable
                  attorney's fees.

         12.      INDEMNIFICATION. The Corporation will, to the fullest extent
                  permitted by law, indemnify and hold the Executive harmless
                  from any and all liability arising from the Executive's
                  service as an employee, officer or director of the Corporation
                  and its affiliated companies in accordance with the terms of
                  the Corporation's standard Indemnification Agreement.

         13.      SURVIVAL. The provisions of Paragraphs 7, 8 and 9 shall
                  survive termination of this Agreement for any reason.

         14.      ENTIRE AGREEMENT. This Agreement sets forth the entire
                  understanding of the parties and merges and supersedes any
                  prior or contemporaneous agreements between the parties
                  pertaining to the subject matter hereof. This Agreement may
                  not be changed or terminated orally, and no change,
                  termination or attempted waiver of any of the provisions
                  hereof shall be binding unless in writing and signed by the
                  party against whom the same is sought to be enforced;
                  PROVIDED, HOWEVER, that Executive's compensation may be
                  increased at any time by the Corporation without in any way
                  affecting any of the other terms and conditions of this
                  Agreement, which in all other respects shall remain in full
                  force and effect. Failure of a party to enforce one or more of
                  the

<PAGE>

                  provisions of this Agreement or to require at any time
                  performance of any of the obligations hereof shall not be
                  construed to be a waiver of such provisions by such party nor
                  to in any way affect the validity of this Agreement of such
                  party's right thereafter to enforce any provision of this
                  Agreement, nor to preclude such party from taking any other
                  action at any time which it would legally be entitled to take.

         15.      SUCCESSORS AND ASSIGNS. Neither party shall have the right to
                  assign this personal Agreement, or any rights or obligations
                  hereunder, without the consent of the other party; PROVIDED,
                  HOWEVER, that upon the sale of all or substantially all of the
                  assets, business and goodwill of the Corporation to another
                  corporation, or upon the merger or consolidation of the
                  Corporation with another corporation, this Agreement shall
                  inure to the benefit of, and be binding upon, both Executive
                  and the corporation purchasing such assets, business and
                  goodwill, or surviving such merger or consolidation, as the
                  case may be, in the same manner and to the same extent as
                  though such other corporation were the Corporation. Subject to
                  the foregoing, this Agreement shall inure to the benefit of,
                  and bind, the parties hereto and their legal representatives,
                  heirs, successors and assigns.

         16.      ADDITIONAL ACTS. Executive and the Corporation each agrees
                  that he or it shall, as often as requested to do so, execute,
                  acknowledge and deliver and file, or cause to be executed,
                  acknowledged and delivered and filed, any and all further
                  instruments, agreements or documents as may be necessary or
                  expedient in order to consummate the transactions provided for
                  in this Agreement and do any and all further acts and things
                  as may be necessary or expedient in order to carry out the
                  purpose and intent of this Agreement.

         17.      COMMUNICATIONS. All notices, requests, demands and other
                  communications under this Agreement shall be in writing and
                  shall be deemed to have been given at the time when mailed in
                  any United States post office enclosed in a registered or
                  certified postage prepaid envelope and addressed to the
                  addresses set forth at the beginning of this Agreement, or to
                  such other address as any party may specify by notice to the
                  other party; PROVIDED, HOWEVER, that any notice of change of
                  address shall be effective only upon receipt.

         18.      CONSTRUCTION. The headings of the Paragraphs of this Agreement
                  have been inserted for convenience of reference only and shall
                  in no way restrict or otherwise affect the construction of

<PAGE>

                  the terms or provisions hereof. References in this Agreement
                  to Sections are to the sections of this Agreement.

         19.      COUNTERPARTS. This Agreement may be executed in multiple
                  counterparts, each of which shall be deemed to be an original
                  and all of which together shall be deemed to be one and the
                  same instrument.

         20.      SEVERABILITY. If any provision of this Agreement is held to be
                  invalid or unenforceable by a court or tribunal of competent
                  jurisdiction, such invalidity or unenforceability shall not
                  affect the validity and enforceability of the other provisions
                  of this Agreement and the provision held to be invalid or
                  unenforceable shall be carried out as nearly as possible
                  according to its original terms and intent to eliminate such
                  invalidity or unenforceability.

         21.      GOVERNING LAW. This Agreement is made and executed and shall
                  be governed by the laws of the State of Florida.


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have duly executed this
         Agreement as of the date first set forth above.

                               CORPORATION: EDIETS.COM, INC.

                                By: /S/ David R. Humble
                                    --------------------------------------------
                                David R. Humble, Chairman

                                EXECUTIVE:

                                By: /S/ David J. Schofield
                                   ---------------------------------------------
                                David J. Schofield