<SEQUENCE>3

<FILENAME>h4723513dx991.txt

<DESCRIPTION>STOCK PURCHASE AGREEMENT

<TEXT>























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                            STOCK PURCHASE AGREEMENT



                                  by and among



                                HJM HOLDINGS, LLC

                     (a Delaware limited liability company),



                             NEWSPRING VENTURES, LP

                        (a Delaware limited partnership),



                               HPF HOLDINGS, INC.

                            (a Delaware corporation),



                                       and



                             MICHAEL E. HEISLEY, SR.









================================================================================



<PAGE>



                            STOCK PURCHASE AGREEMENT



                                  INTRODUCTION

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



         This STOCK PURCHASE AGREEMENT is dated as of December 20, 2002. The

parties are HJM Holdings, LLC, a Delaware limited liability company ("LLC"),

NEWSPRING VENTURES, LP, a Delaware limited partnership ("NSV" and together with

LLC, the "Buyers"), HPF HOLDINGS, INC., a Delaware corporation ("HPF"), MICHAEL

E. HEISLEY, SR., an individual and a resident of the State of Illinois

("Heisley, and together with HPF, the "Selling Parties"). Heisley is the sole

stockholder and the President of HPF.



                                   BACKGROUND

                                   ----------



         HPF owns 8,200,000 shares (the "Shares") of the issued and outstanding

common stock, par value $.001 per share, of the Company (the "Common Stock").

The Buyers desire to purchase from HPF, and HPF desires to sell to the Buyers,

the number of Shares set forth after such Buyer's name in EXHIBIT A hereto, on

the terms and conditions set forth herein.



         NOW, THEREFORE, in consideration of the respective covenants,

representations and warranties herein contained, and intending to be legally

bound hereby, the parties hereto agree as follows:



1. Definitions



         For convenience, certain terms used in more than one part of this

Agreement are listed in alphabetical order and defined or referred to below

(such terms as well as any other terms defined elsewhere in this Agreement shall

be equally applicable to both the singular and plural forms of the terms

defined).



         "Action" is defined in Section 8.6.



         "Affiliates" means, with respect to a particular party, Persons

controlling, controlled by or under common control with that party, as well as

any officers, directors and majority-owned entities of that party and of its

other Affiliates. For the purposes of the foregoing, ownership, directly or

indirectly, of 20% or more of the voting stock or other equity interest shall be

deemed to constitute control.



         "Agreement" means this Stock Purchase Agreement, including all

schedules and exhibits hereto.



         "Buyers" is defined in the Introduction.



         "Charter Documents" means an entity's certificate or articles of

incorporation or formation, certificate defining the rights and preferences of

securities, articles of organization, general or limited partnership agreement,

operating agreement, certificate of limited partnership, joint venture agreement

or similar document governing the entity.



         "Claim Notice" is defined in Section 8.4(a).



         "Closing" is defined in Section 3.1.



         "Closing Date" is defined in Section 3.1.



         "Commission" means the US Securities and Exchange Commission.



<PAGE>



         "Common Stock" is defined in the Background.



         "Company" means Nutri/System, Inc., a Delaware corporation.



         "Confidential Information" means any information concerning the Company

or the Business, whether furnished before, on or from time to time after the

Closing Date. The term "Confidential Information" does not include information

that (a) was or becomes generally available to the public other than as a result

of a breach of any agreement of confidentiality or disclosure by the Selling

Party or its directors, officers, employees, agents, advisors or

representatives, (b) was or becomes available to the Selling Party on a

non-confidential basis from a source other than the Company, its employees

(current or past) or its advisors, provided that such source is not known by the

Selling Party to be bound by a confidentiality agreement with the Company or (c)

was within the possession of the Selling Party prior to its being furnished to

the Selling Party by or on behalf of the Company, provided that the source of

such information was not known by the Selling Party to be bound by a

confidentiality agreement with the Company in respect thereof.



         "Contract" means any written or oral contract, agreement, lease, plan,

instrument or other document, commitment, arrangement, undertaking, practice or

authorization that is or may be binding on any Person or its property under

applicable Law.



         "Damages" means actual damages, including reasonable attorney's fees,

but excluding lost profits, consequential damages, incidental damages and

punitive damages.



         "Default" means (i) a breach, default or violation, or (ii) the

occurrence of an event that with or without the passage of time or the giving of

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