EMPLOYMENT AGREEMENT

(Joseph M. Redling)

This EMPLOYMENT AGREEMENT, dated August 6, 2007 (this ?Agreement?), is between NutriSystem, Inc., a Delaware corporation (the ?Company?), and Joseph M. Redling (the ?Executive?).

The Company and the Executive, each intending to be legally bound by this Agreement, agree as follows:

This Agreement is effective September 4, 2007 or such earlier date as may be mutually agreed upon by the parties (the ?Effective Date?). The Executive shall be the President and Chief Operating Officer of the Company and shall perform duties consistent with this position as are assigned by the Chief Executive Officer or the Board of Directors of the Company (the ?Board?). The Executive shall be an executive officer of the Company and, as a material inducement for the Executive to enter into this Agreement, the Executive shall report solely and directly to Chairman and Chief Executive Officer Michael J. Hagan.

The Executive shall devote substantially all of his business time and efforts to the performance of his duties under this Agreement during normal business hours.

The initial term of employment under this Agreement (the ?Initial Term?) begins on the Effective Date and ends on December 31, 2009. Thereafter, this Agreement renews automatically for one year renewal terms on terms no less favorable to the Executive than the terms then in effect (a ?Renewal Term?) unless either the Executive or the Company gives the other party written notice of nonrenewal at least 3 months before the end of the Initial Term or any Renewal Term then in effect. The Agreement renews automatically for a one year Renewal Term upon a Change of Control (as defined below) beginning on the date immediately following the date of the Change of Control without regard to the period of time otherwise remaining in the Initial Term or Renewal Term then in effect. The Initial Term plus any Renewal Term then in effect are the term of this Agreement (the ?Employment Term?). The Employment Term may be terminated early as provided in Sections 8 through 12 of this Agreement.

Compensation Generally. During the Employment Term, the Executive shall receive salary, bonuses and equity grants as set forth in this Section 4. In addition, the Executive

shall be entitled to participate in any benefits, bonus or other compensation program established for officers of the Company generally, and, if he takes on increased responsibilities with the Company, shall be entitled to have all his compensation arrangements reviewed by the Board or the Compensation Committee. The Executive?s health, life and disability insurance coverage will commence on October 1, 2007.

Salary. The Executive?s annual salary (the ?Salary?) is payable in installments when the Company customarily pays its officers (but no less often than twice per month). The Salary is at the initial rate of $600,000 (the ?Initial Salary?). The Initial Salary shall be in effect through the Initial Term, and thereafter the Board or the Compensation Committee shall review the Salary at least once a year. The Salary shall never be less than the Initial Salary.

Annual Bonus. The Executive shall be entitled to participate in an annual bonus program to be established by the Board or the Compensation Committee (the ?Annual Bonus?). During the Initial Term, the Executive shall receive an Annual Bonus equal to no less than 100% of the Executive?s Salary, provided that the Annual Bonus for 2007 shall be prorated from the Effective Date through December 31, 2007; and provided, further, that the Annual Bonus is conditioned on the employment of the Executive with the Company through the date that Annual Bonus is paid. The Annual Bonus shall be paid at such time as bonuses are paid to the other officers of the Company, but no later than February 15th of the year that follows the fiscal year to which the Annual Bonus relates. After the Initial Term, the structure of the Annual Bonus program, as well as the goals for achieving the Annual Bonus, shall be at the discretion of the Board or the Compensation Committee; provided, however, that in no event will the Executive?s target Annual Bonus be less than 100% of Salary.

Signing Bonus. The Executive will be paid a guaranteed cash bonus of $500,000 within 10 business days following the Effective Date (the ?Signing Bonus?), provided the Executive has commenced employment as an employee with the Company on the Effective Date.

Delayed Signing Bonus. The Executive will be paid a cash bonus of $500,000 on October 31, 2007 (the ?Delayed Signing Bonus?), if the Executive is an employee of the Company on such date.

Initial Stock Grant. On the Effective Date, the Executive will receive a restricted stock grant (the ?Initial Stock Grant?). The number of restricted shares to be granted in the Initial Stock Grant shall be the greater of (x) 80,000 shares, or (y) the number of shares equal to $5 million divided by the closing price per share of the Company?s common stock on the Effective Date. The Initial Stock Grant shall vest over four years from the Effective Date, with the first tranche of 25% vesting on the first anniversary of the Effective Date; provided that the Executive is employed by the Company on each such vesting date. The other terms and conditions of the Initial Stock Grant shall be set forth in the award agreement for the Initial Stock Grant (which shall be consistent with the terms of the Initial Stock Grant described in this Agreement).

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Performance Stock Grant. The Executive will receive a grant of 50,000 shares of restricted stock (the ?Performance Stock Grant?) on the Effective Date. The Performance Stock Grant shall vest based upon the achievement of performance goals for fiscal years 2008 and 2009, such goals to be established by the Compensation Committee of the Company prior to the Effective Date, and will have various levels of achievement established for each year that will correspond to various levels of vesting; and if the 2008 goals are not fully met, there will be an opportunity to vest in unvested shares allocated to 2008 upon the achievement of 2009 goals. The other terms and conditions of the Performance Stock Grant shall be set forth in the award agreement for the Performance Stock Grant (which shall be consistent with the terms of the Performance Stock Grant described in this Agreement).

In the event a Change of Control occurs during the Employment Term, (1) on the date of the Change of Control, the Executive shall become 100% vested in the Initial Stock Grant and the Performance Stock Grant and (2) if the Executive is employed by the Company on the first anniversary of the Change of Control, then, within 30 days after such anniversary (and without regard to whether the Executive is employed by the Company after such anniversary), the Company shall pay to the Executive a lump sum retention cash payment in an amount equal to 30 months of the monthly Salary as in effect for the Executive on the first anniversary of the Change of Control.

The term ?Change of Control? means the consummation of any of the following events:

(a) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity other than a wholly-owned subsidiary of the Company (in one transaction or a series of related transactions),

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