eDiets.com Inc. ▼

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (this �Agreement�), dated as of May 15, 2006 by and among eDIETS.COM, INC., a Delaware corporation (�Parent�), NUTRIO ACQUISITION CORP., a Delaware corporation (�Merger Sub�), NUTRIO.COM, INC., a Delaware corporation (the �Company�), SCOT HUNTER, as Stockholders� Representative (on behalf of himself, the Company Stockholders and the Optionholders), and the stockholders of the Company named on the signature page hereto (the �Principal Stockholders�).

R E C I T A L S:

WHEREAS, upon the terms and subject to the conditions of  . . .

                             AGREEMENT FOR SERVICES

         This is an Employee Lease Agreement (hereinafter referred to as the
"Agreement"), dated 02/16/00 between eDiets.com, Inc. (hereinafter referred to
as "Client"), located at 3467 W. Hillsboro Boulevard, Suite 2, Deerfield Beach,
Florida 33442, and Professional Employee Management, Inc., its successors and
assigns (hereinafter referred to as "PEM.") of Sarasota, Florida.

                                   BACKGROUND

         Client desires to lease employees from PEM. Such employees shall  . . .

eDIETS.COM, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

ADOPTED BY THE BOARD OF DIRECTORS

ON MARCH 12, 2004

Introduction

This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all directors, officers and employees (collectively �affiliates�) of eDiets.com, Inc. (the �Company�). All of our affiliates must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be  . . .

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the �Agreement�), dated as of the 3rd day of February, 2005, (the �effective date�) is between eDiets.com, Inc., a Florida corporation (the �Company�), and Ciaran G. McCourt (the �Executive�).

W I T N E S S E T H:

WHEREAS, the Company desires to employ the Executive to serve as Managing Director of its European operations and then as the Chief Operating Officer of the Company, and the Executive desires to accept such employment, all on the terms and subject to the conditions as set forth in this Agreement.  . . .

                              EMPLOYMENT AGREEMENT

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

                              W I T N E S S E T H:

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

Exhibit 10.25

EMPLOYMENT AGREEMENT

     Agreement dated as of the 11^th day of February, 2003, by and between EDIETS.COM, INC., a Delaware corporation having its principal place of business at 3801 W. Hillsboro Boulevard, Deerfield Beach, Florida 33442 (the "Corporation") and ALISON C TANNER (the "Executive").

W I T N E S S E T H:

     WHEREAS, the Corporation desires to employ Executive as an executive officer, and Executive is willing to accept such  . . .

       Agreement dated as of the 1st day of June, 2002, by and between
EDIETS.COM, INC., a Delaware corporation having its principal place of business
at 3801 W. Hillsboro Boulevard, Deerfield Beach, Florida 33442 (the
"Corporation") and ROBERT T. HAMILTON (the "Executive").

                              W I T N E S S E T H:

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

       NOW, THEREFORE, in consideration of the premises  . . .

       Agreement dated as of the 1st day of June, 2002, by and between
EDIETS.COM, INC., a Delaware corporation having its principal place of business
at 3801 W. Hillsboro Boulevard, Deerfield Beach, Florida 33442 (the
"Corporation") and CHRISTINE M. BROWN (the "Executive").

                              W I T N E S S E T H:

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

       NOW, THEREFORE, in consideration of the premises  . . .

     Agreement dated as of the 1st day of June, 2002, by and between EDIETS.COM,
INC., a Delaware corporation having its principal place of business at 3801 W.
Hillsboro Boulevard, Deerfield Beach, Florida 33442 (the "Corporation") and
STEVEN JOHNSON (the "Executive").

                              W I T N E S S E T H:

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

     NOW, THEREFORE, in consideration of the premises and of  . . .

       Agreement dated as of the 1st day of June, 2002, by and between
EDIETS.COM, INC., a Delaware corporation having its principal place of business
at 3801 W. Hillsboro Boulevard, Deerfield Beach, Florida 33442 (the
"Corporation") and RONALD CAPORALE (the "Executive").

                              W I T N E S S E T H:

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

       NOW, THEREFORE, in consideration of the premises  . . .

     Agreement dated as of the 1st day of June, 2002, by and between EDIETS.COM,
INC., a Delaware corporation having its principal place of business at 3801 W.
Hillsboro Boulevard, Deerfield Beach, Florida 33442 (the "Corporation") and
ROSHELLE JONES (the "Executive").

                              W I T N E S S E T H:

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

     NOW, THEREFORE, in consideration of the premises and of  . . .

     Agreement dated as of the 19/th/ day of October, 2001, by and between
EDIETS.COM, INC., a Delaware corporation having its principal place of business
at 3801 W. Hillsboro Boulevard, Deerfield Beach, Florida 33442 (the
"Corporation") and TAMARA L. TOTAH (the "Executive").

                             W I T N E S S E T H:

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

     NOW, THEREFORE, in consideration of the premises and  . . .

     Agreement dated as of the 19/th/ day of October, 2001, by and between
EDIETS.COM, INC., a Delaware corporation having its principal place of business
at 3801 W. Hillsboro Boulevard, Deerfield Beach, Florida 33442 (the
"Corporation") and CARLOS LOPEZ-ONA (the "Executive").

                             W I T N E S S E T H:

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

     NOW, THEREFORE, in consideration of the premises  . . .

     Agreement dated as of the 19/th/ day of October, 2001, by and between
EDIETS.COM, INC., a Delaware corporation having its principal place of business
at 3801 W. Hillsboro Boulevard, Deerfield Beach, Florida 33442 (the
"Corporation") and ANDREW G. SMITH (the "Executive").

                             W I T N E S S E T H:

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

     NOW, THEREFORE, in consideration of the premises and  . . .

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the �Agreement� is entered into as of the 23rd day of July, 2004 by and between Protection One, Inc., a Delaware corporation (the �Company�), Protection One Alarm Monitoring, Inc., a Delaware corporation, and Joseph R. Sanchez (�Executive�).

W I T N E S S E T H :

WHEREAS, POAMI and Executive agreed to employment terms pursuant to a Change in Control Agreement dated December 13, 2000 and amended such agreement under an Amendment to Change in Control Agreement dated June 20, 2003 and a retention bonus letter dated June 20, 2003 (such Change in  . . .