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Joint Venture Agreement - Unislim Ireland Ltd. and eDiets Europe Ltd.

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                            DATED 28th November 2000

                           (1) Unislim Ireland Limited

                               (2) eDiets.com Inc

                                       and

                            (3) eDiets Europe Limited

                       -----------------------------------

                             JOINT VENTURE AGREEMENT

                       -----------------------------------

                             Arthur Cox, Solicitors
                                Earlsfort Centre
                                Earlsfort Terrace
                                    Dublin 2

                             Ref. RC/JM/526UN025/003
                                   28November

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                                TABLE OF CONTENTS
Clauses                                                                     Page

 1.       Definitions and Interpretation .....................................1
 2.       Completion .........................................................5
 3.       The Business .......................................................5
 4.       Directors ..........................................................7
 5.       Management of the Company ..........................................9
 6.       Finance ............................................................11
 7.       Transfer of Shares .................................................11
 8.       Undertakings not to Compete ........................................12
 9.       Deadlock ...........................................................13
 10.      Termination by Notice ..............................................14
 11.      Termination on Breach ..............................................15
 12.      Undertakings regarding the Operations of the Company................17
 13.      Distribution Policy ................................................18
 14.      Pre-Agreement Company Liabilities ..................................18
 15.      Confidentiality ....................................................18
 16.      Mutual Co-operation ................................................19
 17.      Restrictions on Announcements ......................................20
 18.      No Partnership......................................................20
 19.      Conflict with Articles of Association ..............................20
 20.      Remedies............................................................21
 21.      Costs ..............................................................21
 22.      Assignment..........................................................21
 23.      Entire Agreement....................................................21
 24.      Variation...........................................................21
 25.      Notices.............................................................21
 26.      Waiver..............................................................22
 27.      Severability........................................................22
 28.      Counterparts........................................................22
 29.      Completion..........................................................22
 30.      Governing Law and Submission to Jurisdiction .......................22

SCHEDULE 1

          Details of the Company .............................................23

SCHEDULE 2

          Completion .........................................................24

SCHEDULE 3

          The Articles of Association ........................................26

SCHEDULE 4

          Agreement of Adherence .............................................27

SCHEDULE 5

          Pre-Emption Provisions .............................................28

                                       -A-

                                      - 2 -

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SCHEDULE 6

         Service Agreement between Company and Ciaran McCourt.................34

SCHEDULE 7

         Technology Licence Agreement ........................................35

                                       -B-

<PAGE>

THIS Agreement is made on the 28th of November 2000

BETWEEN:

(1)      Unislim Ireland Limited a company incorporated in Ireland with
         registered number 42995 whose registered office is at 49 Lower Dorset
         St, Dublin 1 Ireland ("Unislim" which expression shall includes its
         successors and permitted assigns)

(2)      eDiets.com Inc a company incorporated in Delaware, United States whose
         registered office is at 3467 Hillsboro Blvd Deerfield Beach Florida
         33442 ("eDiets" which expression shall includes its successors and
         permitted assigns).

(3)      eDiets Europe Limited a company incorporated in Ireland with registered
         number 329476 whose registered office is at 49 Lower Dorset Street,
         Dublin 1 ("the Company").

RECITALS:

(A)      The Company is a private limited company incorporated on 28 June 2000
         and at the date hereof has an authorized share capital of IR(pound
         sterling)100,000 divided into 50,000 "A" Ordinary Shares of IR(pound
         sterling)1 each and 50,000 "B" Ordinary Shares of IR(pound sterling)1
         each. 100 Ordinary Shares have been issued and are held by Ciaran
         McCourt who holds 50 "A" Ordinary Shares and Margaret Callan who owns
         50 "B" Ordinary Shares. Further details of the Company as at the time
         immediately prior to the execution of this Agreement are set out in
         Schedule 1.

(B)      eDiets and Unislim now wish to invest in and operate the Company as a
         joint venture for the purposes and on the terms set out below. Upon
         Completion Unislim shall own 40% of the issued share capital of the
         Company in the form of 80 A Ordinary Shares and eDiets shall own 60% of
         the Shares issued by the Company in the form of 120 B Ordinary Shares.

(C)      Each of the Parties enters into this Agreement in consideration of each
         of the other Parties entering into this Agreement and accepting the
         terms, undertakings and covenants contained herein.

IT IS HEREBY AGREED AS FOLLOWS

1.       Definitions and Interpretation

         1.1              In this Agreement and the Recitals, where the context
                 so admits, the following words and expressions shall have the
                 following meanings:

                 "A Director"                     means a Director appointed by
                                                  an A Ordinary Shareholder
                                                  pursuant to Clause 4.1;

                 "Agreed Accounting Policies"     mean such accounting policies
                                                  as may from time to time be
                                                  agreed in writing by the
                                                  Shareholders;

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                 "Ancillary Agreement(s)"         means (i) the Technology
                                                  Licence Agreement of even date
                                                  entered into by eDiets British
                                                  Virgin Islands and the Company
                                                  set out in Schedule 7, (ii)
                                                  the Service Agreement, (iii)
                                                  the Memorandum and Articles of
                                                  Association of the Company,
                                                  and (iv) the Agreement of
                                                  Adherence

                 "Articles of Association"        Means the Articles of
                                                  Association to be adopted by
                                                  the Company in the form of the
                                                  draft attached as Schedule 3
                                                  and any reference to an
                                                  "Article" shall be a reference
                                                  to that article from time to
                                                  time of the Articles of
                                                  Association;

                 "A Ordinary Share"               Means a class A Ordinary share
                                                  of (pound sterling)1 par value
                                                  in the share capital of the
                                                  Company having the rights and
                                                  benefits and being subject to
                                                  the restrictions set out in
                                                  the Articles of Association;

                 "A Ordinary Shareholder"         Means the registered holder of
                                                  one or more A Ordinary Shares;

                 "Associated Company"             Means, in relation to any
                                                  Shareholder, any subsidiary or
                                                  holding company of that
                                                  Shareholder or any other
                                                  subsidiary of any holding
                                                  company as provided for in
                                                  Section 155 of the Companies
                                                  Act, 1963;

                 "B Director"                     Means a Director appointed by
                                                  a B Ordinary Shareholder
                                                  pursuant to Clause 4.1;

                 "Board"                          Means the Company's board of
                                                  directors or the Directors
                                                  present (personally or by
                                                  their alternates) at any
                                                  meeting of the Directors duly
                                                  convened and held;

                 "B Ordinary Share"               Means a class B Ordinary Share
                                                  of (pound sterling)1 par value
                                                  in the share capital of the
                                                  Company having the rights and
                                                  benefits and being subject to
                                                  the restrictions set out in
                                                  the Articles of Association;

                 "B Ordinary Shareholder"         Means the registered holder of
                                                  one or

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                                                  more B Ordinary Shares;

                 "Business"                       Means the business of the
                                                  Company as described in Clause
                                                  3 and such other business as
                                                  the Shareholders may agree
                                                  from time to time (in
                                                  accordance with Clause 4)
                                                  should be carried on by the
                                                  Company;

                 "Business Plan"                  Means at the date of this
                                                  Agreement the Company's
                                                  business plan in the approved
                                                  terms and at any subsequent
                                                  date the most recent business
                                                  plan of the Company approved
                                                  by the Shareholders in
                                                  accordance with Clause 12.3;

                 "Companies Act"                  Means the Companies Acts 1963
                                                  - 1999;

                 "Completion"                     Means completion of the
                                                  matters referred to in
                                                  Schedule 2;

                 "Completion Date"                Means the date hereof (or such
                                                  later date as the Parties may
                                                  agree in writing);

                 "Control"                        Shall be determined by
                                                  reference to the right to
                                                  appoint the majority of the
                                                  Board for the time being;

                 "Deadlock"                       Means any situation which has
                                                  persisted for not less than 60
                                                  days in which,

                                                  (i)     by virtue of a
                                                          substantial
                                                          disagreement amongst
                                                          the Shareholders,
                                                          whether at Board or
                                                          Shareholder level or
                                                          both; or

                                                  (ii)    by virtue of an
                                                          inability to form a
                                                          quorum at any meeting
                                                          or adjourned Board or
                                                          Shareholders' meeting

                                                  a matter which is material to
                                                  the Company or the Business
                                                  cannot be resolved;

                 "Agreement of Adherence"         Means a deed in the form
                                                  attached as Schedule 4
                                                  pursuant to which a successor,
                                                  Representative transferee or
                                                  allottee of Shares agrees to
                                                  be bound by

                                     - 3 -
<PAGE>

                                                  all the terms of this
                                                  Agreement as if it had been a
                                                  signatory;

                 "Director"                       Means any director of the
                                                  Company from time to time;

                 "Parties"                        Means the parties to this
                                                  Agreement and "Party" means
                                                  any one of them including any
                                                  other person who becomes a
                                                  member of the Company and who
                                                  agrees to be bound by the
                                                  provisions of this Agreement
                                                  by executing a Agreement of
                                                  Adherence;

                 "Representative"                 Means, in relation to a
                                                  Shareholder, any person or
                                                  persons who have become
                                                  entitled to his Shares in
                                                  consequence of his death,
                                                  bankruptcy or mental insanity;

                 "Share"                          Means any share (of whatever
                                                  class or denomination) in the
                                                  share capital from time to
                                                  time of the Company;

                 "Service Agreement"              Means the Service Agreement
                                                  between the Company and Ciaran
                                                  McCourt contained in Schedule
                                                  6;

                 "Shareholder"                    Means any registered holder of
                                                  one or more Shares from time
                                                  to time;

                 "Total Transfer Condition"       Has the meaning given to it in
                                                  paragraph (D) of Schedule 5;
                                                  and

                 "Transfer Notice"                Has the meaning given to it in
                                                  paragraph (D) of Schedule 5.

         1.2     Words and phrases the definitions of which are contained or
                 referred to the Companies Act shall be construed as having the
                 meaning thereby attributed to them.

         1.3     References to statutes or statutory provisions shall be
                 construed as references to those statutes or provisions as
                 respectively amended or re-enacted or as their application is
                 modified from time to time by other provisions (whether before
                 or after the date hereof) and shall include any statutes or
                 provisions of which they are re-enactments (whether with or
                 without modification) and any orders, regulations, instruments
                 or other subordinate legislation under the relevant statute or
                 statutory provision. References to sections of consolidating
                 legislation shall wherever necessary or appropriate in the
                 context be construed

                                     - 4 -
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                 as including references to the sections of the previous
                 legislation from which the consolidating legislation has been
                 prepared.

         1.4     References to any document (including this Agreement) are
                 references to that document as amended, consolidated,
                 supplemented, notated or replaced from time to time;

         1.5     References in this Agreement to Recitals, Clauses, paragraphs
                 and Schedules are to clauses and paragraphs in and recitals and
                 schedules to this Agreement. The Recitals and Schedules to this
                 Agreement shall be deemed to form part of this Agreement.

         1.6     Headings are inserted for convenience only and shall not affect
                 the construction of this Agreement.

         1.7     References to the Shareholders include their respective
                 successors and permitted assigns.

         1.8     References to persons shall include any individual, any form of
                 body corporate, unincorporated association, firm, partnership,
                 joint venture, consortium, association, organization or trust
                 (in each case whether or not having a separate legal
                 personality).

         1.9     The masculine gender shall include the feminine and neuter and
                 the singular number shall include the plural and vice versa.

         1.10    A document expressed to be "in the approved terms" means a
                 document the terms of which have been approved by or on behalf
                 of the Shareholders and a copy of which has been signed for the
                 purposes of identification by or on behalf of the Shareholders.

2.       Completion

         On the Completion Date the Parties will implement the provisions of
         Schedule 2.

         If, in any respect, any of the provisions of Schedule 2 are not
         complied with on the Completion Date by any of the Parties, the
         remaining Party (other than the Company) may at its option defer
         Completion (and so that the provisions of this Clause shall apply to
         Completion as so deferred).

3.       The Business

3.1      (a)     The Parties shall procure that the Business of the Company and
                 any subsidiaries of the Company shall be the provision of
                 slimming, dietary, health, beauty, and related goods and
                 services and any other services which the Parties may agree
                 from time to time via a variety of electronic media described
                 in Clause 3.2 ("the Services") in the Territory.

                                     - 5 -
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         (b)     The Territory of the Business comprises the United Kingdom,
                 Ireland, the Isle of Man, the Channel Islands, Netherlands,
                 Germany, Switzerland, Austria, Australia and New Zealand and
                 the parties acknowledge that they will procure the
                 establishment of either a subsidiary of the Company or a
                 parallel company owned by the Parties in the same proportion as
                 the parties own the Company on the date hereof to exploit the
                 Services in the Territory.

         (c)     If and whenever a Party wishes or intends to establish a
                 similar business to the Business or which competes directly or
                 indirectly with the Business in or to other places listed at
                 the end of this paragraph, such Party shall notify the other
                 Party of such wish or intent. Following such notification, the
                 parties may, but shall not be obliged to, discuss the
                 possibility of the Parties and or the Company or a subsidiary
                 or a parallel company owned by the Parties in the same
                 proportion as the parties own the Company on the date hereof
                 providing the Services in such other places:

                 -       Iceland, Norway, Sweden, Finland, Denmark, the Faroes,
                         Greenland
                 -       France, Belgium, Luxembourg,
                 -       Spain
                 -       Portugal
                 -       Italy, Romania,
                 -       Hungary
                 -       Poland, Czech Republic, Slovakia, the Republics of the
                         present and former Yugoslavia
                 -       Greece, Cyprus

         (d)     Notwithstanding anything in this Agreement, the Parties shall
                 procure that the Business of the Company is not targeted to:

                 -       the Americas (by which is included North, Central and
                         South America, Bermuda, the islands of the Caribbean,
                         the Pacific States, dependencies and possessions of the
                         United States)

3.2      The Services may be made available, published, streamed distributed,
         licenced, copied or otherwise delivered in any manner by the Company
         via any medium including without limitation the Internet, intranets,
         extranets, mobile phones, GSM mobile phones, WAP mobile phones, 3G
         mobile phones, databases, interactive television, digital media
         services, electronic media services, any platforms, or any networks
         (including, without limitations telecommunications, wireless, radio,
         television, cable, satellite, terrestrial networks) currently in
         existence of which may be developed in the future (the "Electronic
         Medium").

3.3      eDiets shall provide the Technology (as defined in the Technology
         Licence Agreement) to the Company in accordance with the Technology
         Transfer Licence Agreement which forms part of the Ancillary
         Agreements.

3.4      Unislim shall provide nutrition expertise, localized content, and
         marketing expertise for the European Markets and Customer Care and
         Support to the Company.

                                     - 6 -
<PAGE>

3.5      The Business shall be conducted in accordance with the Business Plan
         from time to time unless otherwise agreed by the Parties.

4.       Directors

4.1      The maximum number of Directors shall be 5. The A Ordinary Shareholder
         shall be entitled to appoint 2 A Directors and the B Ordinary
         Shareholder shall be entitled to appoint 3 B Director's and at any time
         to require the removal or substitution of any Director so appointed by
         it or them. The first Directors shall be:

         Ciaran McCourt                            (A Director)
         Agnes Mc Court                            (A Director)
         James Myers                               (B Director)
         David Humble                              (B Director)
         Christine M. Brown                        (B Director)

                 Ciaran McCourt shall be the Chairman of the Board of Directors.

4.2      The A Ordinary Shareholder may appoint or remove a Director appointed
         by him by depositing written notice at the Company's registered office
         and by sending a copy of the same to the other Shareholder.

4.3      In the event that any Shareholder disposes of all its Shares, such
         Shareholder shall procure the resignation of the Directors at the time
         holding office by reason of their nomination by such Shareholder.

4.4      Any Shareholder removing a Director in accordance with this Clause 4
         and the relevant provisions of the Articles of Association shall be
         responsible for and shall hold harmless the other Shareholder and the
         Company from and against any claim for unfair or wrongful dismissal
         arising out of such removal and any reasonable costs and expenses
         incurred in defending such proceedings including, but without prejudice
         to the generality of the foregoing, legal costs actually incurred.

4.5      The Board shall meet in Ireland not less than once in every 3 months in
         accordance with and subject to the Articles of Association. Any
         Director may attend a board meeting via telephone. At each meeting of
         the Board and in respect of each resolution proposed to the Board or at
         a meeting of the Board each Director shall have 1 vote. Subject to
         Clause 5, all resolutions of the Board shall be passed by simple
         majority vote.

4.6      Unless waived by all the Directors, not less than 7 clear days' notice
         of all meetings of the Board shall be given to each Director and shall
         be accompanied by an agenda of the business to be transacted at such
         meeting together with all papers to be circulated or presented to the
         same. Within no more than 10 days after each such meeting, a copy of
         the minutes of that meeting shall be delivered to each Director.

4.7      The Directors shall elect one of their number to be chairman of the
         Company.

                                     - 7 -
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4.8      No meeting of the Board or of any committee thereof may proceed to
         business nor transact any business unless a quorum is present at the
         start of and throughout such meeting. A quorum of the Board shall be 1
         A Director and 1 B Director present in person or by telephone or
         represented by an alternate. In the event of any equality, the B
         Director shall have the casting vote. In the event that a quorum of the
         Directors is not so present at the start of and throughout a duly
         convened Board or committee meeting, that meeting shall be adjourned by
         the chairman to a day not earlier than 7 days from the date of such
         meeting to the same time and place on the same day in the next week and
         a quorum at such adjourned meeting shall consist of such Directors as
         are present in person or represented by their alternates, provided that
         7 days' notice of the meeting has been given to all the Directors (or
         where appropriate) their alternates.

4.9      Each Director may, in accordance with and subject to the Articles of
         Association, appoint an alternate to represent him at meetings of the
         Board which he is unable to attend. Such alternate shall be entitled to
         attend and vote at meetings of the Board and to be counted in
         determining whether a quorum is present without the need for such
         alternate to be approved by the Directors. Each alternate director
         shall have one vote for every Director whom he represents.

4.10     Subject only to Clause 5.1, a resolution of the Board shall be validly
         passed if the text of the resolution has been signed or approved by
         each Director in accordance with the Articles of Association. Such
         resolution shall be sent to each Director and shall require a response
         within a period specified in the notice of such resolution, being not
         less than 10 days after its date of dispatch and no resolution shall
         take effect until the expiry of such period unless a majority of the
         Board has waived this requirement. Any Director who does not reply to
         such resolution within the period specified shall be deemed to have
         voted for such resolution and for the purpose of this clause each
         director irrevocably appoints any member of the Board as his attorney
         in his name and on his behalf to execute any such resolution.

4.11     The first managing director of the Company shall be Ciaran McCourt. The
         Service Agreement in the agreed form set out in Schedule 6 between the
         Company and Ciaran McCourt shall be executed as part of the Completion.
         The managing director shall have the responsibilities delegated to him
         by the Board and shall report back to the Board at each Board Meeting
         and as may be otherwise requested.

4.12     Subject only to Clause 5.1, the business of the Company shall be
         managed by the Board which may delegate any of its powers, including
         the day-to-day running of the Business, to the managing director or to
         a committee or committees consisting of such Directors as it thinks
         fit. The managing director or any committee so formed shall, in the
         exercise of the powers so delegated, conform to any regulations that
         may be imposed on it by the Board. If the Board so authorizes or
         requests, auditors, consultants, advisers and employees shall be
         permitted to attend and speak at meetings of the Board, but not to
         vote.

4.13     The remuneration (if any) of the Directors (including the Managing
         Director) shall be determined by, and subject to the unanimous approval
         of, the Shareholders.

4.14     Should the Managing Director be prevented from fully carrying out his
         duties under this Agreement or the Service Agreement at any time due to
         illness or other

                                     - 8 -
<PAGE>

         incapacity for a period exceeding one (1) calendar month, the Board
         shall be entitled to appoint a temporary replacement-managing director.
         The temporary replacement-managing director shall remain in office
         until the Managing Director is in a position to fully resume his
         duties.

5.       Management of the Company

5.1      Following Completion and save as otherwise provided in this Agreement,
         the Shareholders shall exercise all voting rights and other powers of
         control available to them in relation to the Company to procure that
         the Company and/or the Board shall not, without the prior written
         approval of the A Ordinary Shareholder and the B Ordinary Shareholder:

         5.1.1   except as provided in this Agreement, make or agree to make any
                 change to the authorized or issued share capital from time to
                 time of the Company or grant any option over or interest in, or
                 issue any instrument carrying rights of conversion into, any
                 other security or share of the Company or redeem or purchase
                 any of its own shares or effect any other re-organization of
                 its share capital;

         5.1.2   permit the registration of any person as a shareholder
                 (whether by way of subscription or transfer) other than as
                 permitted by this Agreement;

         5.1.3   make any change to the Company's Memorandum or Articles of
                 Association;

         5.1.4   create or, where appropriate, issue any fixed or floating
                 charge, debenture, lien (other than a lien arising by operation
                 of law or in the ordinary course of business) or other
                 mortgage, encumbrance or security over the whole or any part of
                 the undertaking, business, property or assets (tangible or
                 intangible) of the Company except for the purpose of securing
                 the indebtedness of the Company to its bankers for sums not
                 exceeding (pound sterling)50,000 borrowed in the ordinary and
                 proper course of the Business;

         5.1.5   permit the Company to incur any indebtedness in excess of
                 (pound sterling)50,000 in the aggregate outstanding or increase
                 the total amount of its borrowings to a figure greater than
                 that provided in the Business Plan;

         5.1.6   make any loan or advance or give any credit (other than normal
                 trade credit or other than on normal banking terms for
                 unsecured overdraft facilities) in excess of (pound
                 sterling)3,000 to any person including any "connected person"
                 as defined in Section 26 of the Companies Act, 1990);

         5.1.7   give any guarantee, indemnity or security to secure the
                 liabilities or obligations of any person or corporation;

         5.1.8   sell, transfer, lease, assign, dispose of or part with control
                 of any interest in all or any material part of the undertaking,
                 business, property or assets (tangible or intangible) of the
                 Company (whether by a single transaction or a series of
                 transactions) or contract to do so or acquire or contract to
                 acquire any

                                     - 9 -
<PAGE>

                 business, property or assets (tangible or intangible) or any
                 interest therein which would, following such acquisition or, as
                 the case may be, prior to such acquisition, constitute a
                 material part of the business, property or assets of the
                 Company (and for these purposes any part accounting for, or
                 which would following such acquisition by the Company account
                 for, 20% or more of the consolidated profits, turnover or net
                 asset value of the Company shall be deemed material). For these
                 purposes the aggregate amount payable under any agreement for
                 hire, hire purchase or purchase on credit sale or conditional
                 sale terms shall be deemed to be capital expenditure incurred
                 in the year in which such agreement is entered into;

         5.1.9   set up or close down any branch or office or create, acquire or
                 dispose of any subsidiary or of any shares or any security or
                 any interest in any subsidiary;

         5.1.10  enter into any partnership or profit sharing agreement or joint
                 venture with any person;

         5.1.11  approve the annual draft business plan, budget and capital
                 expenditure programmeme or make any substantial alteration to
                 the Business Plan including any change to the nature and/or
                 geographical area of the Business;

         5.1.12  acquire, purchase or subscribe for any shares, loan stock,
                 debentures, mortgages or securities (or any interest therein)
                 or any other interest in any person;

         5.1.13  grant any power of attorney, delegate directors' powers (other
                 than as provided in this Agreement) or fail to comply with any
                 guidelines or directives issued by the Board which are
                 consistent with the remainder of this Agreement;

         5.1.14  make any composition or arrangement with its creditors, move
                 for insolvency, receivership or examinership or do or permit or
                 suffer to be done any act or thing whereby the Company may be
                 wound up (whether voluntarily or compulsorily), save as
                 otherwise expressly provided for in this Agreement;

         5.1.15  declare or make any dividend or other distribution in cash or
                 in specie and whether out of revenue profits, capital profits
                 or capital reserves;

         5.1.16  commence the prosecution or defense of, or settle, any legal or
                 arbitration proceedings other than routine debt collection;

         5.1.17  take or agree to take any leasehold interest in, or licence
                 over, any land;

         5.1.18  establish, cancel, or vary the terms of any pension, retirement
                 schemes, profit sharing, share option, profit related, bonus or
                 incentive scheme;

         5.1.19  enter into, effect or vary any claim, disclaimer, surrender,
                 election or consent for tax purposes;

         5.1.20  change its name or trade under any corporate or trade name
                 other than eDiets Europe Limited;

                                     - 10 -
<PAGE>

         5.1.21  change its financial year, auditors, solicitors or registered
                 office;

         5.1.22  factor or assign any of its book debts;

         5.1.23  open or close any bank account or change the terms of the
                 mandate of any bank account of the Company;

         5.1.24  adopt the annual accounts or, otherwise than as required by
                 law, amend the Agreed Accounting Policies;

5.2      As a separate and independent undertaking, the Company agrees with each
         Shareholder that it shall (so far as it is legally able to do so)
         observe and comply with the prohibitions and restrictions in this
         Clause 5.

6.       Finance

6.1      The Shareholders shall use all reasonable endeavors to raise additional
         capital from third parties to meet the capital requirements of the
         Company without obligation to provide additional money.

7.       Transfer of Shares

7.1      No transfer of any Share to a third party shall be registered unless:

         7.1.1   the proposed transferee (if not already bound by the provisions
                 of this Agreement) has entered into a Agreement of Adherence;
                 and

         7.1.2   such transfer is made in compliance with this Clause 7 and the
                 provisions contained in Schedule 5; and

         7.1.3   except where the transfer is in accordance with Clause 7.2,
                 the transferor assigns and the transferee accepts an assignment
                 of the benefit of all or, in the case of a transfer of part of
                 the Shares of a Shareholder such proportionate part, of the
                 loans made to the Company by the transferor or any of its
                 Associated Companies and for the time being outstanding and
                 assumes all the obligations of the transferor in respect of
                 all, or such proportionate part, of any guarantee given by the
                 transferor on behalf of the Company

         and no Shareholder shall otherwise sell, transfer or dispose of any
         Share or Shares or any interest therein or create any third party
         interest in respect thereof.

7.2      Notwithstanding Clause 7.1, the Parties agree that a transfer of Shares
         to a transferee who is and remains a wholly-owned subsidiary of the
         ultimate holding company of the transferor Shareholder shall be
         permitted provided that:

         7.2.1   the obligations of the transferor Shareholder under this
                 Agreement will remain unaffected by the proposed transfer;

                                     - 11 -
<PAGE>

         7.2.2   the transferee executes a Agreement of Adherence
                 contemporaneously with such transfer; and

         7.2.3   the Shares will be re-transferred to the original transferor
                 Shareholder or such other transferee that is and remains a
                 wholly-owned subsidiary of the ultimate holding company of the
                 original transferor Shareholder immediately upon the transferee
                 ceasing to be a wholly-owned subsidiary of such ultimate
                 holding company and failure to so re-transfer such Shares
                 within 14 days of the transferee ceasing to be such a
                 wholly-owned subsidiary shall result in a Deemed Transfer
                 Notice (as defined) in paragraph (C) of Schedule 5) in respect
                 of all the Shares held by the transferee shareholder being
                 deemed to be immediately given.

         Each Shareholder shall provide to the other such information as the
         other may reasonably require to ascertain that the transferee has not
         ceased to be such a wholly owned subsidiary.

7.3      The Shareholders will procure that the Directors shall register any
         transfer of Shares which complies with the provisions of this Clause
         and Schedule 5.

8.       Undertakings not to Compete

8.1      Subject to Clause 16 of this Agreement, each of the Shareholders
         undertakes to and with the Company and the other Shareholder
         respectively that for as long as it or its nominee owns any Shares and
         for a period of 2 years thereafter ("the Period") it will not and it
         will procure that none of its key employees or Associated Companies
         shall:

         8.1.1   in the Territory, carry on or be engaged, concerned or
                 interested directly or indirectly whether as shareholder,
                 director, employee, partner, agent or otherwise in carrying on
                 any business similar to or competing with the Business;

         8.1.2   either on its own account or in conjunction with or on behalf
                 of any other person, solicit or entice away or attempt to
                 solicit or entice away from the Company the custom of any
                 person who is or has at any time within two years prior to the
                 expiry of the Period been a customer, client, identified
                 prospective customer or client, agent or correspondent of the
                 Company or in the habit of dealing with the Company;

         8.1.3   either on its own account or in conjunction with or on behalf
                 of any other person, employ, solicit or entice away or attempt
                 to employ, solicit or entice away from the Company any person
                 who is or shall have been at the date of or within one year
                 prior to the expiry of the Period an officer, manager,
                 consultant or employee of the Company whether or not such
                 person would commit a breach of contract by reason of leaving
                 such employment;

         8.1.4   do or say anything which is detrimental to the reputation of
                 the Company or which may lead any person to cease to deal with
                 the Company on substantially equivalent terms to those
                 previously offered or at all;

                                     - 12 -
<PAGE>

         8.1.5   do or omit to do any matter, act or thing which is in breach of
                 any Ancillary Agreement or of any outstanding obligations
                 pursuant to any Ancillary Agreement.

8.2      Each and every obligation under this Clause shall be treated as a
         separate obligation and shall be severally enforceable as such, and in
         the event of any obligation or obligations being or becoming
         unenforceable in whole or in part, such part or parts as are
         unenforceable shall be deleted from this Clause, and any such deletion
         shall not affect the enforceability of all such parts of this Clause as
         remain not so deleted.

8.3      While the restrictions contained in this Clause are considered by the
         Parties to be reasonable in all the circumstances, it is recognized
         that restrictions of the nature in question may fail for technical
         reasons and accordingly it is hereby agreed and declared that if any of
         such restrictions shall be adjudged to be void, invalid or illegal as
         going beyond what is reasonable in all the circumstances for the
         protection of the interest of the Parties but would be valid if part of
         the wording thereof were deleted or the periods thereof reduced or the
         range of activities or area dealt with thereby reduced in scope the
         said restriction shall apply with such modifications as may be
         necessary to make it valid and effective.

9.       Deadlock

9.1      In the event of a Deadlock, each Shareholder shall, within 7 days of
         such Deadlock having arisen, cause its appointees on the Board to
         prepare and circulate to the other Shareholders a memorandum setting
         out its position on the matter in dispute and its reasons for adopting
         such position. Each such memorandum shall be considered by the
         respective Shareholder who shall meet together within 7 days of receipt
         of the memoranda and use their reasonable endeavors to resolve the
         Deadlock.

9.2      If they do so agree, they shall jointly issue a statement setting out
         the terms of such agreement and each Shareholder shall exercise the
         voting rights and other powers of control available to it in relation
         to the Company to procure that the terms of such agreement are
         implemented and the Company shall do all things within its power to
         implement such terms.

9.3      If they do not so agree within 14 days of referral of the matter to
         them, then for a period of 14 days thereafter (the "Option Period") any
         Shareholder (the "Initiating Shareholder") shall be entitled to serve a
         Transfer Notice in respect of all (but not part only) of the Shares
         held or beneficially owned by it and the provisions of Schedule 5 shall
         apply thereto save that:

         9.3.1   the Transfer Notice shall be expressed to be made pursuant to
                 this Clause;

         9.3.2   notwithstanding the provisions of paragraph (F) of Schedule 5,
                 the Transfer Notice shall be irrevocable; and

         9.3.3   the Transfer Notice shall either specify a price per Share or
                 shall specify that the price is to be determined in accordance
                 with paragraph (F) of Schedule 5.

                                     - 13 -
<PAGE>

9.4      In the event that more than one Transfer Notice is served on the same
         day, the Transfer Notice which contains the highest price shall be the
         operative Transfer Notice, but in the event that one of the Transfer
         Notices does not specify a price, the first to be received by the
         Company shall be the operative Transfer Notice.

9.5      If after the procedure in Schedule 5 has been complied with, the other
         Shareholder has not purchased all the Shares the subject of the
         Transfer Notice but the Deadlock still persists, then the Transfer
         Notice shall be of no further force and effect and the Initiating
         Shareholder shall be entitled for a period of 21 days thereafter (the
         "Purchase Period") to give notice (the "Purchase Notice") to the other
         Shareholder that it shall buy all the Shares (other than those
         originally subject to the Transfer Notice in Clause 9.3) at the price
         per Share specified in the Transfer Notice or determined in accordance
         with paragraph (F) of Schedule 5. Such sale and purchase shall be
         completed within 14 days of the Purchase Notice having been given and
         the provisions of paragraphs (M) to (R) (inclusive) of Schedule 5 shall
         apply mutatis mutandis to such sale and purchase.

9.6      If either no Transfer Notice is served within the Option Period or the
         provisions of Clause 9.5 apply but no Purchase Notice is served within
         the Purchase Period and at the end of the relevant period, the Deadlock
         persists, the Shareholders shall, if the Initiating Shareholder so
         requests, pass a special or extraordinary resolution to place the
         Company in members' voluntary liquidation.

9.7      If at the Extraordinary General Meeting referred to in Clause 9.6, no
         resolution is carried in relation to the matter from which the Deadlock
         arose by reason of an equality of votes for and against any proposal
         for dealing with such matter, the Shareholders shall vote in favor of
         the special or extraordinary (as the case may be) resolution for
         winding up the Company.

9.8      If this Agreement is terminated pursuant to the provisions of this
         Clause 9, the Ancillary Agreement(s) shall be deemed to be terminated
         in accordance with the relevant provisions thereof.

10.      No Termination by Notice

10.1     Subject to the provisions of this Clause 10 and Clause 11, this
         Agreement shall continue in force indefinitely.

10.2     Unislim and eDiets shall agree in writing on or before each anniversary
         of the launch of the Company website the projected number of
         subscribers to the Company's website and the projected revenue per
         subscriber for the following 12 months ("the Milestones").

10.3     The Milestones for the 12 months commencing on the date of the launch
         of the Company website hereof shall be US$600,000 of gross revenue
         generated (gross of VAT), whether generated through membership
         subscriptions, other means, or a combination of both.

                                     - 14 -
<PAGE>

10.4

         10.4.1  eDiets and Unislim shall use all reasonable commercial
                 endeavors to achieve the Milestones. Notwithstanding the
                 foregoing sentence, if the Company fails to achieve at least
                 75% of the us US$600,000 gross revenue referred to in Clause
                 10.3, eDiets or Unislim may serve a seven months termination
                 notice of this Agreement to the other and the Company. If the
                 Company achieves 75% or more of such gross revenue for the
                 previous year during the initial six months of the said
                 seven-month period, such termination notice shall be
                 automatically withdrawn and revoked by the shareholder that
                 issued the said notice. If the Company fails to achieve 75% or
                 more of said gross revenue for the previous year during the
                 said initial six-month period, the party who has served the
                 termination notice may terminate the Agreement immediately upon
                 expiration of the seven-month notice of termination.

         10.4.2  Notwithstanding the provisions of clause 10.4.1 above, if,
                 during the initial year of this Agreement, it is the reasonable
                 opinion of both eDiets and Unislim that the joint venture is
                 not successful, both eDiets and Unislim shall have the right to
                 mutually terminate this Agreement with immediate effect.

         10.4.3  In the event of such termination under clauses 10.4.1 or 10.4.2
                 above, the terminating party shall be obliged to purchase the
                 shares of the other Shareholders at a price agreed by the
                 Shareholders or, in the event of a failure to agree, at 70% of
                 the fair value of the relevant shares as determined by an
                 Expert where "fair value" and "Expert" have the meanings
                 defined in paragraph (F) of Schedule 5.

 10.5    eDiets and Unislim shall use all reasonable commercial endeavors to
         agree the Milestones. Both parties hereby agree that Milestones for
         subsequent years of this Agreement shall at least, be on a par with the
         Milestones set for the year immediately preceding the year for which
         Milestones are being agreed. Both parties hereby agree that any
         increases to the Milestones shall inter alia, take into account and
         reflect gross increases applicable to the online diet industry.

10.6     Notwithstanding the previous provisions of this clause 10, the parties
         shall review the Business Plan on a regular basis.

11.      Termination on Breach

11.1     This Agreement shall forthwith terminate with respect to a Shareholder
         (in this Clause referred to as the "Defaulter"), upon written notice
         ("Termination Notice") to it by the other Shareholder after it has
         received actual (not constructive) notice of the occurrence of any of
         the following events:

         11.1.1  if the Defaulter ceases or threatens to cease to carry on its
                 business or any substantial part thereof or changes or
                 threatens to change the nature or scope of its business or if
                 the Defaulter disposes of, or threatens to dispose of, or any
                 governmental or other authority expropriates, or threatens to
                 expropriate, all or any substantial part of its business or
                 assets PROVIDED THAT this Clause

                                     - 15 -
<PAGE>

                 shall not apply to a bona fide re-organization or
                 reconstruction of the Defaulter whilst solvent on terms
                 approved by the other Shareholder (such approval not to be
                 unreasonably withheld or delayed);

         11.1.2  if the Defaulter is in breach of its obligations hereunder (or
                 under any Ancillary Agreement) and such breach, if capable of
                 remedy, has not been remedied to the satisfaction of the other
                 Shareholder at the expiry of 30 days following written notice
                 to that effect having been served on the Defaulter or by the
                 other Shareholder indicating the steps required to be taken to
                 remedy the failure during such 30 day period;

         11.1.3  if the Defaulter persistently withholds its consent in relation
                 to any matter set out in Clause 5.1 frivolously or vexatiously
                 in such a way as substantially to jeopardize the business or
                 operations of the Company;

         11.1.4  if at any time hereafter there is a change in Control of the
                 Defaulter except within the group of companies of which the
                 Defaulter is a member at the date hereof.

11.2     Upon termination of this Agreement pursuant to Clause 11.1, the
         provisions of this Agreement (other than Clauses 8, 15 and 17) shall
         cease to have effect save as may be necessary to give effect to the
         remaining provisions of this Clause or in relation to any antecedent
         claims which may have arisen between the Parties.

11.3     If this Agreement is terminated pursuant to Clause 11.l, the
         Shareholder not in default shall (without prejudice to its other rights
         and remedies) have the right:

         11.3.1  to require the Defaulter to purchase all, but not less than
                 all, of its Shares at any time during the period of 6 months
                 from the date of the Termination Notice. Upon the expiry of
                 such 6 month period, such put option (the "Put Option") shall
                 lapse if not previously exercised; or

         11.3.2  to purchase all but not less than all of the Defaulter's Shares
                 at any time during the period of 6 months from the date of the
                 Termination Notice. Upon the expiry of such 6-month period,
                 such call option (the "Call Option") shall lapse if not
                 previously exercised.

 11.4    The Put and Call Options in favor of the Shareholder not in default (in
         this Clause hereinafter referred to as the "Beneficiary") shall be
         exercised by the Beneficiary serving on the Defaulter written notice
         (an "Option Notice") of its wish to exercise the relevant option. The
         Option Notice shall specify the number of Shares in respect of which
         the option is exercised and shall not be revocable by the Beneficiary
         otherwise than with the consent in writing of the Defaulter. Upon
         service of an Option Notice, the Defaulter shall become bound to buy or
         (as the case may be) to sell the Shares specified therein at the price
         and in accordance with the terms set out in Clauses 11.5 and 11.6.

 11.5    The price at which such purchase or sale shall take place shall be 80%
         of the fair value of the relevant Shares, determined in the same manner
         as provided in paragraph (F) of Schedule 5 as if a Transfer Notice had
         been served in respect of the relevant Shares

                                     - 16 -
<PAGE>

         provided that in the case of purchase of the Defaulter's Shares, the
         valuation shall take into account the effect (if any) on the Business
         of the event of default which has entitled the Beneficiary to serve the
         Option Notice and provided further that, in the case of a termination
         pursuant to Clause 11.1.4, there shall be deducted from the fair value
         the proportionate share of the further finance (together with accrued
         interest thereon) not paid by the Defaulter, which proportionate share
         shall be paid to the Company by the Beneficiary as soon as reasonably
         practicable after completion pursuant to Clause 11.6.

11.6     Completion of the purchase or sale pursuant to an Option Notice shall
         take place no later than 14 days after the date on which the fair value
         applicable thereto shall have been determined.

12.      Undertakings regarding the Operations of the Company

12.1     The Company undertakes to each of the Shareholders that, and each of
         the Shareholders shall procure that, it shall

         12.1.1   maintain with a well established and reputable insurer
                  adequate insurance against all risks usually insured against
                  by companies carrying on the same or similar business to the
                  Business and (without prejudice to the generality of the
                  foregoing) for the full replacement or reinstatement value of
                  all its assets of an insurable nature;

         12.1.2  keep books of account and therein make true and complete
                 entries of all its dealings and transactions of and in relation
                 to the Business; such books of account and all other records
                 and documents relating to the business affairs of the Company
                 shall be open to inspection by each of the Shareholders during
                 normal business hours and on reasonable prior notice and they
                 shall be permitted to take and remove copies thereof;

         12.1.3  provide each Shareholder within 4 weeks of the end of each
                 calendar month with management accounts for such month in a
                 form acceptable to the Shareholders together with a report on
                 product development, sales, marketing, finance and such other
                 areas as either Shareholder may require, prepared by the
                 Company's management;

         12.1.4  prepare such accounts in respect of each accounting reference
                 period as are required by statute such accounts being prepared
                 on an historical cost basis and using the Agreed Accounting
                 Policies and procure that such accounts are audited as soon as
                 practicable and in any event not later than 4 months after the
                 end of the relevant accounting reference period; and

         12.1.5  keep each of the Shareholders fully informed as to all its
                 financial and business affairs and in particular shall provide
                 each of the Shareholders with full details of any actual or
                 prospective material change in such affairs as soon as such
                 details are available.

                                     - 17 -
<PAGE>

12.2     The Shareholders shall procure that not later than 30 days before the
         beginning of each financial year, the Board prepares and delivers to
         them a draft business plan, incorporating the proposed annual budget
         and cash flow forecast for the next financial year.

12.3     The Shareholders shall within such 30-day period approve the draft
         business plan, subject to any amendments which they deem appropriate,
         whereupon it shall become the Business Plan for that financial year.

12.4     At any time during a financial year, the Board may propose to the
         Shareholders changes to the Business Plan, to which they shall respond
         within 30 days of receipt of each such proposal.

13.      Distribution Policy

13.1     The Board shall determine the dividend policy of the Company in
         accordance with Clause 5.1.15.

14.      Pre-Agreement Company Liabilities

14.1     Unislim represents to eDiets and the Company that the Company has not
         traded up to the date hereof.

14.2     If and to the extent that any liability has attached or in the future
         attaches to the Company by reference to any act, omission, matter or
         thing occurring prior to the execution of this Agreement, Unislim will
         indemnify eDiets and the Company against all loss and damage and all
         actions and proceedings, costs, damages, expenses, claims and demands
         arising.

15.      Confidentiality

15.1     Each Shareholder and the Company undertakes to each other Party that it
         will not and will procure that its respective officers, employees,
         agents, subsidiaries and other persons which it controls and the
         respective officers, employees and agents of each such person together
         with their respective advisers, will not during the period of this
         Agreement, and after its termination (for whatever reason):

         15.1.1  use or divulge to any person, or publish or disclose or permit
                 to be published or disclosed to any person, any secret or
                 confidential information relating to the Company or the other
                 Shareholder which it has received or obtained, or may receive
                 or obtain, (whether or not, in the case of documents, they are
                 marked as confidential) except in the proper course of the
                 provision of services on behalf of the Company on a need to
                 know basis only; and/or

         15.1.2  other than as required by the Company, retain, duplicate or
                 remove from the premises of the Company information relating to
                 the Company or any Shareholder in whatever form (whether
                 written, or recorded in some other form, or oral) which is
                 supplied by the other party to it or which comes to its notice
                 during the period of this Agreement

                                     - 18 -
<PAGE>

         PROVIDED THAT the obligations of this Clause shall not apply to any
         information:

         (i)     which the recipient can reasonably demonstrate is in the public
                 domain without a breach of this Agreement or any other
                 agreement or confidence as evidenced by a written statement of
                 authorized signatory;

         (ii)    which is required to be disclosed by law, pursuant to a court
                 order or by any recognized stock exchange or governmental or
                 other regulatory body when the Party concerned shall, if
                 practicable, supply an advance copy of the required disclosure
                 to the other Parties and incorporate any additions or
                 amendments reasonably requested by them and/or to allow such
                 other Party to take such other action to prevent such
                 disclosure;

         (iii)   which is disclosed by any Party to a potential purchaser of all
                 or any of its Shares which is not a competitor of the Company
                 and which has entered into obligations of confidentiality
                 similar to those contained in this Clause.

15.2     For the purposes of this Clause 15, "information" includes, without
         limitation, the following:

         15.2.1  information concerning the affairs or property of another Party
                 or any business property or transaction in which they may be or
                 may have been concerned or interested;

         15.2.2  the names and addresses of any client of the Company and of
                 another Party;

         15.2.3  information on the terms and contents of this Agreement;

         15.2.4  information relating to the business methods of the Company
                 and of another Party.

         15.2.5  the intellectual property, business plans, studies, analyses,
                 reports, diagrams, business operations, strategies and any
                 other matters relating to the business and property of the
                 other Party.

16.      Mutual Co-operation

16.1     The Parties acknowledge that nothing in this Agreement shall limit,
         affect or restrict:

         (a)     a Party engaging in the Business targeted to places outside
                 the Territory;

         (b)     without affecting paragraph (a), eDiets operating its
                 eDiets.com website provided eDiets will inform existing
                 customers within the Territory about the Business and provided
                 eDiets does not target or accept future customers within the
                 Territory;

         (c)     without affecting paragraph (a), Unislim:

                                     - 19 -
<PAGE>

                 (i)    operating its existing information-based website and
                        business, as at present; or

                 (ii)   continuing to operate its offline membership and
                        weighing programmeme in Ireland.

16.2     Each of the Parties agrees to use its best reasonable endeavors to
         promote the business and profitability of the Company, and in
         particular eDiets and Unislim will place hyperlinks on their respective
         websites to the website(s) of the Company with reasonable prominence
         provided that nothing in this clause will compel a Party (other than
         the Company) to do any act or thing which in the sole opinion of such
         Party would be contrary to the interests of that Party.

16.3     Each of the Parties shall do and execute or procure to be done and
         executed all such acts, deeds, documents and things as may be within
         its power including in relation to the Shareholders, (without prejudice
         to the generality of the foregoing) the passing of resolutions (whether
         by the Board or in general meeting or any class meeting of the Company)
         to give full effect to this Agreement and to procure that all
         provisions of this Agreement are observed and performed.

16.4     Each of the Shareholders agrees with the other that this Agreement is
         entered into between them and will be performed by each of them in a
         spirit of mutual cooperation, trust and confidence and that it will use
         all means reasonably available to it (including its voting power
         whether direct or indirect, in relation to the Company) to give effect
         to the objectives of this Agreement and to ensure compliance by the
         Company with its obligations.

17.      Restrictions on Announcements

         Each of the Parties undertakes that it will not (save as required by
         law or any applicable regulatory body) make any announcement in
         connection with this Agreement unless the other Parties shall have
         given their respective prior written consents to such announcement
         (which consents may not be unreasonably withheld and may be given
         either generally or in a specific case or cases and may be subject to
         conditions)

18.      No Partnership

         Nothing contained or implied in this Agreement shall constitute or be
         deemed to constitute a partnership between the Parties and none of the
         Parties shall have any authority to bind or commit any other Party.

19.      Conflict with Articles of Association

         The Shareholders hereby agree that if and to the extent that the
         Articles of Association conflict with the provisions of this Agreement,
         this Agreement shall prevail for so long as it is in force to regulate
         the way in which they exercise their respective voting

                                     - 20 -
<PAGE>

         rights as shareholders of the Company and each Shareholder shall take
         all such further steps as may be necessary or requisite to ensure that
         the provisions of this Agreement shall prevail.

20.      Remedies

         Each Party acknowledges and agrees that if any of them shall breach the
         representations, indemnities, covenants, agreements, undertakings, and
         obligations (for the purposes of this Clause referred to as the "Agreed
         Terms") on each of their parts contained in this Agreement, damages may
         not be an adequate remedy in which case the Agreed Terms shall be
         enforceable by injunction, order for specific performance or such other
         equitable relief as a court of competent jurisdiction may see fit.

21.      Costs

         Each Party shall pay its own costs and disbursements of and incidental
         to the preparation and execution of this Agreement.

22.      Assignment

         Save as otherwise provided herein, the benefits and obligations
         conferred by this Agreement upon each of the Parties are personal to
         that Party and shall not be, and shall not be capable of being,
         assigned, delegated, transferred or otherwise disposed of save with the
         written consent of each of the other Parties save an assignment to a
         permitted transferee of that Party's Shares which has complied with
         Clause 7 and Schedule 5.

23.      Entire Agreement

         This Agreement (together with any documents referred to herein)
         constitutes the whole agreement between the Parties and supersedes any
         previous agreements, arrangements or understandings between them
         relating to the subject matter hereof. Each of the Parties acknowledges
         that it is not relying on any statements, or representations given or
         made by any of them relating to the subject matter hereof, save as
         expressly set out in this Agreement.

24.      Variation

         No variation or amendment to this Agreement shall be effective unless
         in writing signed by authorized representatives of each of the Parties.

25.      Notices

                                     - 21 -
<PAGE>

         Any notice required to be given by any Party to any other Party shall
         be deemed validly served by hand delivery or by prepaid registered
         letter sent through the post to its address given herein or such other
         address as may from time to time be notified for this purpose and any
         notice served by hand shall be deemed to have been served on delivery
         and any notice served by prepaid registered letter shall be deemed to
         have been served 48 hours after the time at which it was posted. In
         proving service it shall be sufficient to prove that the notice was
         properly addressed and delivered or posted, as the case may be.

26.      Waiver

         No failure of any Party to exercise, and no delay in exercising, any
         right or remedy in respect of any provision of this Agreement shall
         operate as a waiver of such right or remedy.

27.      Severability

         If any provision or part of a provision of this Agreement or its
         application to any Party, shall be, or be found by any authority of
         competent jurisdiction to be, invalid or unenforceable, such invalidity
         or unenforceability shall not affect the other provisions or parts of
         such provisions of this Agreement, all of which shall remain in full
         force and effect. The Parties shall then negotiate in good faith in
         order to agree terms of a mutually satisfactory provision to be
         substituted for the provision found to be void, invalid or
         unenforceable.

28.      Counterparts

         This Agreement may be entered into on separate engrossments, each of
         which when so executed and delivered shall be an original but each
         engrossment shall together constitute one and the same instrument and
         shall take effect from the time of execution of the last engrossment.

29.      Completion

         All of the provisions of this Agreement shall remain in full force and
         effect notwithstanding Completion (except insofar as they set out
         obligations which have been fully performed at Completion).

30.      Governing Law

         This Agreement shall be governed by and construed in accordance with
         Irish Law and the Parties submit to the exclusive jurisdiction of the
         Irish Courts for the purpose of enforcing any claim arising hereunder.

                                     - 22 -
<PAGE>

                                   SCHEDULE 1

                             Details of the Company

Name:            EDIETS EUROPE LIMITED

Registered Number:        329476
Registered office:        49 Lower Dorset Street, Dublin 1
Date of incorporation:    28 June 2000
Authorized Share Capital: (pound sterling)100,000 divided into 50,000 A ordinary
                          shares of (pound sterling)1 each and 50,000 B ordinary
                          shares of (pound sterling)1 each
Issued Share Capital:     (pound sterling)100

Shareholder                                           Number of Shares
-----------                                           ----------------
Ciaran McCourt                                        50 A Ordinary
                                                      Shares

Margaret Callan                                       50 B Ordinary
                                                      Shares

Auditors:                 Farrell Grant Sparks

Directors:                Ciaran McCourt
                          Margaret Callan

Secretary:                Ciaran McCourt

                                     - 23 -
<PAGE>

                                   SCHEDULE 2

                                   Completion

1.       On the Completion Date the Parties will procure that a meeting of the
         Board shall be held to approve and pass resolutions substantially in
         the form specified in draft minutes in the approved terms;

2.       The Parties will procure that an Extraordinary General Meeting of the
         Company shall be convened and that the resolutions specified in the
         draft notice of meeting of the Company in the approved terms shall be
         proposed and passed at such meeting, such proposed resolutions
         including the adoption of the new Memorandum of Association and the
         Articles of Association referred to in the said resolution and attached
         as Schedule 3;

3.       Subject to the resolutions referred to in 2 above being proposed and
         duly passed:

         (i)     Unislim shall deliver to the Company an unconditional
                 application in writing for the allotment to it for cash at par
                 30 A Ordinary Shares, such application being accompanied by a
                 banker's draft for (pound sterling)30 and the Company shall
                 accept such subscription;

         (ii)    eDiets shall deliver to the Company an unconditional
                 application in writing for the allotment to it for cash at par
                 70 B Ordinary Shares, such application being accompanied by a
                 banker's draft for (pound sterling)70 and the Company shall
                 accept such subscription;

         (iii)   Unislim shall accept the transfer to it of 50 subscriber shares
                 nil paid redesignated as an A Ordinary Share and shall pay
                 (pound sterling)50 to the Company in full payment for the said
                 Share and the Company shall credit such Share as fully paid;

         (iv)    eDiets shall accept the transfer to it of 50 subscriber shares
                 nil paid redesignated as a B Ordinary Share and shall pay
                 (pound sterling)50 to the Company in full payment for the said
                 Share and the Company shall credit such Share as fully paid;
                 and

         (v)     Unislim shall make the following cash advances to the Company:

                 Unislim: $250,000 less vouched expenses (as agreed on the date
                 hereof by the parties) incurred by Unislim Ireland Limited and
                 Unislim Clubs Limited to the date of completion

                 such loans shall be interest-free and shall be repayable at
                 such time as the Board shall determine provided always that
                 such repayments of such loans shall be made to the Shareholders
                 pro rata to the amounts of such loans from time to time
                 outstanding.

                                     - 24 -
<PAGE>

4.       Subject to completion of the matters referred to in 3 above, the
         Parties shall procure that:

         (i)     the bankers of the Company shall be Allied Irish Bank and the
                 Parties shall procure that a corporate current account be
                 opened with such bank at its branch at 140 Lower Drumcondra
                 Road, Dublin 9;

         (ii)    the Solicitors of the Company shall be Arthur Cox;

         (iii)   the accounting reference date of the Company shall be 31
                 December;

         (vi)    Mr. Ciaran McCourt and Agnes McCourt as initial nominee of
                 Unislim and Mr. James Myer and Mr. David Humble and Christine
                 M. Brown as initial nominees of eDiets shall be appointed A and
                 B Directors respectively; and

         (vii)   the Parties who are also parties to the Ancillary Agreement(s)
                 shall enter into the same and the Shareholders shall procure
                 that the Company does so.

                                     - 25 -
<PAGE>

                                   SCHEDULE 3

                           The Articles of Association


                                     - 26 -
<PAGE>

                                   SCHEDULE 4

                             Agreement of Adherence

DATE:

By this Agreement I/we
having our registered office at
of
intending to become a shareholder of [                 ] Limited ("the Company")
hereby agree(s) with the Company and each of its shareholders to comply with and
to be bound by all of the provisions of a Shareholders' Agreement dated [      ]
2000 between the Company, [                 ] and [                ] (a copy of
which has been delivered to me/us and which I/we have initialed and attached
hereto for identification) in all respects as if I/we was/were a party to such
Agreement and were named therein as a Shareholder and a Party and on the basis
that references therein to each of Shareholder and Party include a separate
reference to me/us together with all the benefits and obligations of the
transferring shareholder pursuant to, arising out of or in any related to or
connected with the Agreement.

EXECUTED AS A DEED

                                     - 27 -
<PAGE>

                                   SCHEDULE 5

                             Pre-Emption Provisions

(A)      The Directors in their absolute discretion and without assigning any
         reason therefore may decline to register any transfer of Shares on
         which the Company has a lien or which are not fully paid. The Directors
         shall not register a transfer to a person who is known to them to be an
         infant, bankrupt or person of unsound mind provided that the Directors
         shall not be bound to enquire into the age or soundness of mind of any
         transferee or whether or not he is a bankrupt.

(B)      Subject to any agreement between all of the Shareholders, no sale,
         transfer or disposal of any Shares or any interest in any Shares shall
         be made by a Shareholder except in compliance with the following
         provisions of this Schedule and no Shareholder shall otherwise sell,
         transfer or dispose of any Share or any interest therein, or create any
         Third Party Interest in respect thereof.

(C)      If:-
         (a)     a Shareholder at any time attempts to deal with or dispose of a
                 Share or any interest therein or right attaching thereto
                 otherwise than as permitted by this Agreement; or

         (b)     a petition is presented or a proceeding is commenced (and such
                 petition or proceeding is not discharged or dismissed within 30
                 days of presentation thereof) or an order is made or an
                 effective resolution is passed for the winding-up, insolvency,
                 administration, re-organization, re-construction, dissolution
                 or bankruptcy of a Shareholder or for the appointment of a
                 liquidator, receiver, administrative receiver, administrator,
                 trustee or similar officer of a Shareholder or of all or any
                 part of its business or assets PROVIDED THAT these provisions
                 shall not apply to a bona fide re organization or
                 re-construction of a Shareholder whilst solvent on terms
                 approved by the other Shareholder (such approval not to be
                 unreasonably withheld or delayed); if a Shareholder stops or
                 suspends payments to its creditors generally or is unable or
                 admits its inability to pay its debts as they fall due or seeks
                 to enter into any composition or other arrangement with its
                 creditors or is declared or becomes bankrupt or insolvent; if a
                 creditor takes possession of all or any part of the business or
                 assets of a Shareholder or any execution or other legal
                 process is enforced against the business or any substantial
                 asset of a Shareholder and is not discharged within 14 days; or
                 if anything, analogous or having a substantially similar effect
                 to any of the events specified in this paragraph happens under
                 the law of any applicable jurisdiction;

         (c)     a Shareholder dies or has an order made against him by any
                 court having jurisdiction (whether in Ireland or elsewhere) in
                 matters concerning mental disorder;

         that Shareholder (or his Representative in the case of paragraphs (b)
         and (c)) shall be deemed to be a Transferor (as defined in paragraph
         (D)) and to have given

                                     - 28 -
<PAGE>

         immediately prior to such attempt or event (as the case may be), a
         transfer notice (herein a "Deemed Transfer Notice") in respect of such
         Share, which shall be governed by paragraph (E).

(D)      Before selling, transferring or otherwise disposing of any Share or any
         interest in any Share, the Shareholder proposing to sell, transfer or
         dispose of the same (hereinafter called the "Transferor") shall give a
         notice in writing (hereinafter called a "Transfer Notice") to the
         Company that it desires to sell, transfer or dispose of the same. The
         Transfer Notice shall specify:

         (a)     the class and number of Shares and/or any interest therein
                 which the Transferor wishes to transfer or dispose of (which
                 may be all or part only of the Shares then held by the
                 Transferor but shall in no circumstances be 5 per cent or less
                 of the issued voting share capital of the Company) (hereinafter
                 called the "Relevant Shares");

         (b)     the price at which the Transferor is willing to sell the
                 Relevant Shares; and

         (c)     whether the Transferor wishes to impose a condition that unless
                 all of the Relevant Shares are sold pursuant to the following
                 provisions of this Schedule, none shall be sold (hereinafter
                 called the "Total Transfer Condition");

         and shall have annexed to it the share certificate in respect of the
         Relevant Shares.

         The Transfer Notice shall constitute the Company the agent of the
         Transferor for the sale of the Relevant Shares at the Prescribed Price
         (as hereinafter defined) during the Prescribed Period (as hereinafter
         defined) to the other Shareholders and save as provided in paragraph
         (F) of this Schedule shall not be revocable except with the consent of
         the other Shareholders.

(E)      Within 7 days after the receipt of any Transfer Notice the Directors
         shall serve a copy of that Transfer Notice on all the Shareholders
         other than the Transferor. In the case of a Deemed Transfer Notice the
         Directors shall similarly serve notice on all the Shareholders
         (including the Transferor), notifying them that the same has been
         deemed to have been given, within 28 days after (i) the date of the
         event-giving rise to the Deemed Transfer Notice or (ii) (if later) the
         date on which the Directors (as a whole) actually become aware of such
         event and shall specify in such notice the number and class of Shares
         which the Transferor is deemed to wish to transfer (the "Relevant
         Shares"). That notice shall then constitute a Transfer Notice and the
         provisions of this Schedule shall apply mutatis mutandis thereto save
         that:-

         (a)     it shall be deemed not to contain a Total Transfer Condition;

         (b)     it shall not be revocable; and

         (c)     the Transferor shall not be entitled to specify a price at
                 which it is willing to sell the Relevant Shares.

(F)      If the price stated in the Transfer Notice shall be accepted by all the
         other Shareholders, such price shall be the Prescribed Price. If such
         price shall not be so

                                     - 29 -
<PAGE>

         accepted, or because the Notice relates to a Deemed Transfer Notice no
         such price was stated, the Shareholders shall seek to agree in good
         faith a price for the Relevant Shares. If within 28 days after the date
         on which the Transfer Notice was given the Transferor and the other
         Shareholders shall have agreed a price for the sale of the Relevant
         Shares, then such price shall be the Prescribed Price. In default of
         such agreement within such period, the Directors shall forthwith
         request the Expert to determine and certify in writing the sum
         considered by it to be the fair value of the Relevant Shares as at the
         date of the Transfer Notice and the sum so determined and so certified
         shall be the Prescribed Price. The Expert shall act as an expert and
         not as an arbitrator and its written determination shall be final and
         binding on the Shareholders. The Expert shall make its working papers
         relating thereto available to each Shareholder upon request. The costs
         and expenses of the Expert shall be borne by the Parties as the Expert
         shall determine PROVIDED THAT if the Transferor is required to pay all
         or part of such costs but is in liquidation, receivership or is the
         subject of an administration order, an amount equal to the Transferor's
         share of such costs may be deducted from any purchase monies otherwise
         to be paid to the Transferor.

         The Parties shall use their respective reasonable endeavors to ensure
         that the Expert makes its determination within 21 days of referral of
         the matter to it. The Transferor shall be entitled by written notice to
         the Directors to withdraw the Transfer Notice within 2 weeks of the
         date on which it is notified of the Experts' determination of the
         Prescribed Price.

         The "Expert" shall be the auditors for the time being of the Company
         or, if they shall refuse to act or shall not respond to the Director's
         request within 7 days of receipt of such request, shall be such
         Independent Chartered Accountant of not less than five years' standing
         as shall be nominated by agreement between all the Shareholders or
         failing such nomination within 14 days after the request of any
         Shareholder to the others therefore, nominated at the request of any
         Shareholder by the President from time to time of the Institute of
         Chartered Accountants in Ireland.

         For the purpose of this Schedule the fair value of the Relevant Shares
         shall be the Open Market Value of the Relevant Shares at the date of
         the Transfer Notice where:

         the "Open Market Value" of the Relevant Shares shall be ascertained on
         the following assumptions and bases:

         (i)     valuing the Relevant Shares as on an arm's length sale between
                 a willing vendor and a willing purchaser

         (ii)    if the Company is then carrying on business as a going concern,
                 on the assumption that it will continue to do so;

         (iii)   that the Relevant Shares are capable of being transferred
                 without restriction;

         (iv)    taking no account of any rights and obligations attached to the
                 Relevant Shares whether by virtue of any contract or otherwise;

                                     - 30 -
<PAGE>
         (v)     taking no account of any element of control attaching to the
                 Relevant Shares or conferred by the transfer of the Relevant
                 Shares or the relevant part thereof;

         (vi)    that the Ancillary Agreements will not continue in force after
                 the transfer;

(G)      If the Prescribed Price is accepted or agreed as aforesaid, the
         Prescribed Period shall commence on the date of the Transfer Notice or
         the date of such agreement, if later, and shall expire 2 months
         thereafter. If the Prescribed Price is not so accepted or agreed then
         the Prescribed Period shall commence on the date on which the auditors
         shall have notified the Directors of their determination of the
         Prescribed Price and shall expire 2 months thereafter.

(H)      Promptly following acceptance or agreement of the Prescribed Price or 2
         weeks after the Transferor has been notified of the determination of
         the Prescribed Price by the Expert and has not withdrawn its Transfer
         Notice pursuant to paragraph (F) of this Schedule, the Relevant Shares
         shall be offered by the Company by notice in writing to the other
         Shareholders in proportion to the number of Shares held by them at the
         date of the Transfer Notice ("Pro-Rata Entitlement") for purchase at
         the Prescribed Price. Such offer shall be open for acceptance at any
         time within the Prescribed Period. Every such offer shall specify (a)
         the total number of Relevant Shares; (b) the number of Relevant Shares
         in that Shareholder's Pro-Rata Entitlement; (c) whether or not the
         Transfer Notice contained a Total Transfer Condition and shall be
         accompanied by a form of application for use by the Shareholder in
         applying for his Pro-Rata Entitlement and for any Relevant Shares in
         excess of such Pro-Rata Entitlement which he wishes to purchase.

(I)      Subject to paragraph (K) of this Schedule, if there shall only be one
         Shareholder who applies for all or any of the Relevant Shares within
         the Prescribed Period, the Directors shall give notice in writing
         thereof to the Transferor and the Transferor shall be bound upon
         payment to transfer such of the Relevant Shares to such Shareholder as
         it has applied for (including any Relevant Shares in excess of its
         Pro-Rata Entitlement for which it has applied). The purchase shall be
         completed at a place and time to be appointed by the Directors being
         not less than 3 days nor more than 10 days after the date of such
         notice, and the Directors shall be bound to register the transfer.

(J)      Subject to paragraph (K) of this Schedule, if there shall be more than
         one Shareholder who applies within the Prescribed Period for all or any
         of the Relevant Shares, the Directors shall allocate the Relevant
         Shares (or so many of them as shall have been applied for as aforesaid)
         to or amongst the applicants in accordance with their Pro Rata
         Entitlement provided that if not all Shareholders have accepted the
         full amount of Relevant Shares in their Pro-Rata Entitlement, any
         Relevant Shares not so accepted shall be used to satisfy requests from
         other Shareholders as nearly as may be in proportion to their requests
         for Shares in excess of their Pro-Rata Entitlements and any remaining
         excess shall be apportioned by applying this paragraph (J) without
         taking account of any Shareholder whose application has already been
         satisfied in full. However, no Shareholder shall be obliged to take
         more than the maximum number of the Relevant Shares specified by him as
         aforesaid. The Directors shall

                                     - 31 -
<PAGE>

         forthwith give notice of such allocations to the Transferor and the
         Shareholders to whom the Relevant Shares have been allocated and shall
         specify in the said notice the place and time, being not less than 3
         days nor more than 10 days after the date of such notice at which the
         sale of the Relevant Shares so allocated shall be completed. The
         Transferor shall be bound upon payment to transfer the Relevant Shares
         so allocated to the relevant Shareholders and the Directors shall be
         bound to register the transfers.

(K)      If the Transfer Notice contains a Total Transfer Condition, an offer of
         sale of the Relevant Shares made by the Directors pursuant to this
         Schedule shall only be capable of acceptance when all of the Relevant
         Shares shall have been accepted by the Shareholders. If by the
         foregoing procedures the Directors shall not have received acceptances
         in respect of all of the Relevant Shares within the Prescribed Period,
         they shall forthwith give notice in writing of that fact to the
         Transferor. The Transfer Notice shall then be deemed to have been
         withdrawn and no transfers shall take place.

(L)      If the Transfer Notice does not contain a Total Transfer Condition and
         if by the foregoing procedures the Directors shall have received
         acceptances from Shareholders in respect of part only of the Relevant
         Shares within the Prescribed Period then they shall forthwith give
         notice in writing of that fact to the Transferor. The Transferor shall
         then be entitled at any time within 6 months after the date of the
         Directors' said notice:

         (a)     to sell and transfer all or part of those Relevant Shares which
                 have not been accepted as aforesaid to any person approved by
                 the other Shareholders (such approval not to be unreasonably
                 withheld or delayed) at any price, being not less than the
                 Prescribed Price (or a proportion of the Prescribed Price which
                 represents the proportion of the Relevant Shares to be
                 transferred) and the Directors shall be bound to register the
                 same; or

         (b)     if the Transferor is a Representative, to elect to be
                 registered himself as the holder of all or part of those
                 Relevant Shares which have not been accepted as aforesaid,
                 without triggering the pre-emption rights in this Schedule.

 (M)     If any Shares to be transferred pursuant to this Agreement shall not be
         capable of being offered or allocated without involving fractions, the
         same shall be offered to or allocated amongst the Shareholders, or some
         of them, in such proportions as may be determined by lots drawn in
         respect thereof, and the lots shall be drawn in such manner as the
         Directors shall think fit.

(N)      A Transferor, having become bound to transfer any Shares pursuant to
         this Agreement shall deliver to the transferee duly executed transfers
         in respect of such Shares in favor of the transferee together with the
         relative share certificates) against payment by the transferee of the
         price due in respect thereof. If the Transferor makes default in
         transferring the same, any Director is hereby irrevocably and
         unconditionally appointed as the attorney of the Transferor to complete
         and to execute the necessary instrument of transfer of such Shares
         together with a standard form indemnity in respect of non-production of
         share certificates in respect of such Shares and may deliver them on
         his behalf and the Company shall receive the purchase money on trust
         for the Transferor and shall thereupon (subject to such instrument
         being duly stamped) cause the transferee to be registered as the holder
         of such Shares. The Company shall

                                     - 32 -
<PAGE>
         not be bound to earn or pay interest on any money so held and shall not
         pay such money to the Transferor until he shall have delivered his
         share certificates (or an appropriate indemnity in respect of any lost
         certificates) to the Company. The receipt of the Company for such
         purchase money shall be a good discharge to the transferee who shall
         not be bound to see to the application thereof, and after the name of
         the transferee has been entered in the register of members in purported
         exercise of the aforesaid power, the validity of the proceedings shall
         not be questioned by any person.

(O)      For the purpose of ensuring that a particular transfer of a Share is
         permitted under this Agreement, the Directors appointed by the holders
         of the class of Shares not the subject of the relevant transfer may
         require the transferor or the person named as transferee in any
         transfer lodged for registration to furnish the Company with such
         information and evidence as they may, acting reasonably, think
         necessary or relevant. Failing such information or evidence being
         furnished to the satisfaction of such Directors within a period of 28
         days after such request, the Directors shall be entitled to refuse to
         register the transfer in question.

(P)      An obligation to transfer a Share under the provisions of this
         Agreement shall be deemed to be an obligation to transfer as beneficial
         owner the entire legal and beneficial interest in such Share free from
         any lien, charge or other encumbrance and together with all rights
         attaching thereto.

(Q)      Upon the transfer of any Shares pursuant to the provisions of this
         Agreement, the Transferor shall be entitled to all dividends and
         interest accrued in relation to those Shares up to the date of transfer
         and any amount paid to either the Transferor or transferee in excess of
         such pro-rated entitlement shall be held by it on trust for the other.

(R)      In the event that any Share is transferred under the provisions of this
         Agreement to an existing Shareholder, such Shares shall at the time of
         transfer, be re-classified to conform with the class of Shares already
         held by such Shareholder. Where any Share is transferred under the
         provisions of this Agreement to a person who, immediately prior to such
         transfer, is not a Shareholder, such Shares shall at the time of
         transfer, be re-designated with a class other than those existing at
         that time, unless all Shareholders otherwise agree.

(S)      The provisions of this Schedule may be waived in whole or in part in
         any particular case with the prior written consent of all the
         Shareholders.

                                     - 33 -
<PAGE>

                                   SCHEDULE 6

            Service Agreement between the Company and Ciaran McCourt

                                     - 34 -
<PAGE>

                                   SCHEDULE 7

                          Technology Licence Agreement

                                     - 35 -
<PAGE>

EXECUTED for and on behalf of
Unislim Ireland Limited

BY

Ciaran McCourt
---------------------------------------------------------
Director

Agnes McCourt
---------------------------------------------------------
Director/Secretary

EXECUTED for and on behalf of
eDiets.com Inc

BY

David R. Humble
---------------------------------------------------------
Director

Christine M. Brown
---------------------------------------------------------
Director/Secretary

EXECUTED for and on behalf of
eDiets Europe Limited

BY

Margaret Callan
---------------------------------------------------------
Director

Ciaran McCourt
---------------------------------------------------------
Director/Secretary

                                     - 36 -
<PAGE>

EXECUTED for and on behalf of
Unislim Ireland Limited

BY

Agnes McCourt
---------------------------------------------------------
Director

Ciaran McCourt
---------------------------------------------------------
Director/Secretary

EXECUTED for and on behalf of
eDiets.com Inc

BY

David R. Humble
---------------------------------------------------------
Director

Christine M. Brown
---------------------------------------------------------
Director/Secretary

EXECUTED for and on behalf of
eDiets Europe Limited

BY

Margaret Callan
---------------------------------------------------------
Director

Ciaran McCourt
---------------------------------------------------------
Director/Secretary

                                     - 37 -