5,027,500 SHARES

NUTRISYSTEM, INC.

COMMON STOCK

UNDERWRITING AGREEMENT

Dated June [?], 2005

Table of Contents

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June [?], 2005

Thomas Weisel Partners LLC

Legg Mason Wood Walker, Incorporated

The Seidler Companies Incorporated

Avondale Partners, LLC

As Representatives of the Several Underwriters

c/o Thomas Weisel Partners LLC

One Montgomery Street, Suite 3700

San Francisco, California 94104

Ladies and Gentlemen:

Introduction. NUTRISYSTEM, INC., a Delaware corporation (the ?Company?), proposes to issue and sell to the several underwriters named in Schedule A hereto (the ?Underwriters?), and certain stockholders of the Company named in Schedule B hereto (the ?Selling Stockholders,? certain of which are designated on Schedule B as ?Selling Officers?) severally propose to sell to the several Underwriters, an aggregate of 5,027,500 shares (the ?Firm Shares?) of the Common Stock, par value $0.001 per share, of the Company, of which 1,700,000 shares are to be issued and sold by the Company and 3,327,500 shares are to be sold by the Selling Stockholders, with each Selling Stockholder selling the number of shares set forth opposite such Selling Stockholder?s name in Schedule B hereto. The Company also proposes to issue and sell to the several Underwriters not more than an additional 754,125 shares of its Common Stock, par value $0.001 per share, if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Common Stock granted to the Underwriters in Section 3.2 hereof. The additional 754,125 shares to be issued and sold by the Company are hereinafter together referred to as the ?Additional Shares.? The Firm Shares and the Additional Shares are hereinafter collectively referred to as the ?Shares.? The shares of Common Stock, par value $0.001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the ?Common Stock.? The Company and the Selling Stockholders are hereinafter sometimes collectively referred to as the ?Sellers.?

The Company has filed with the Securities and Exchange Commission (the ?Commission?) a registration statement on Form S-3 (Reg. No. 333-124561), including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the ?Securities Act?), including all documents incorporated or deemed to be incorporated by reference therein, is hereinafter referred to as the ?Registration Statement;? and the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the ?Prospectus.? If the Company files a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the ?Rule 462 Registration Statement?), then any reference herein to the term ?Registration Statement? shall be deemed to include the Rule 462 Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, any prospectus included in the Registration Statement and in any amendments thereto prior to the

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effective date of the Registration Statement (each, a ?Preliminary Prospectus?), the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (?EDGAR?).

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