CERTIFICATE OF INCORPORATION
 
                                       OF
 
                              NUTRISYSTEM.COM INC.
 
 
 
     FIRST. The name of the corporation is nutrisystem.com inc. (the
"Corporation").
 
     SECOND. The registered office of the Corporation in the State of Delaware
is to be located at 314 South State Street, Dover, Delaware 19901, in the County
of Kent. The registered agent at such address is be Capitol Corporate Services,
Inc.
 
     THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware (the "DGCL").
 
     FOURTH. The aggregate number of shares of stock which the Corporation shall
have the authority to issue is 60,000,000 shares, consisting of (i) 55,000,000
shares of Common Stock (the "Common Stock"), par value $.001 per share, and (ii)
5,000,000 shares of Series Preferred Stock (the "Preferred Stock"), par value
$.001 per share.
 
     (a) Each holder of Common Stock shall be entitled to one vote for each
share of Common Stock held. Each share of Common Stock shall have identical
powers, preferences, qualifications, limitations, restrictions and other rights.
 
     (b) The Preferred Stock may be issued from time to time by the Board of
Directors of the Corporation as herein provided in one or more series. The
designations, relative rights (including voting rights), preferences,
limitations and restrictions of the Preferred Stock, and particularly of the
shares of each series thereof, may, to the extent permitted by law, be similar
or may differ from those of any other series. The Board of Directors of the
Corporation is hereby expressly granted authority, subject to the provisions of
this Article Fourth, to issue from time to time Preferred Stock in one or more
series and to fix from time to time before issuance thereof, by filing a
certificate of designations pursuant to the DGCL, the number of shares in each
such series and all
 
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designations, relative rights (including the right, to the extent permitted by
law, to convert into shares of any class or into shares of any series of any
class), preferences, limitations and restrictions of the shares in each such
series. Notwithstanding anything to the contrary set forth hereinabove, the
powers, preferences and rights, and the qualifications, limitations and
restrictions, of the Preferred Stock shall be subject to the following:
 
          (i) The number of authorized shares of the Preferred Stock may be
increased or decreased, but not below the number of shares then outstanding, by
the affirmative vote of the holders of a majority of the voting powers of the
stock of the Corporation entitled to vote irrespective of any other voting
requirements set forth in Section 242(b)(2) of the DGCL, but subject in all
events to compliance with the requirements of this Article FOURTH.
 
          (ii) All shares of Preferred Stock of the same series shall be
identical in all respects, except that shares of one series issued at different
times may differ as to the dates, if any, from which dividends thereon, if any,
may accumulate. All shares of Preferred Stock of all series shall be of equal
rank and shall be identical in all respects, except that, to the extent not
otherwise limited in this Article FOURTH, any series may differ from any other
series with respect to any one or more of the designations, relative rights,
preferences, limitations and restrictions set forth in a certificate of
designations filed under the DGCL with respect to any series.
 
          (iii) Except as otherwise specifically provided in the certificate of
designations filed pursuant to the DGCL with respect to any series of Preferred
Stock or as otherwise provided by law, the Preferred Stock shall not have any
right to vote for the election of directors or for any other purpose and the
Common Stock shall have the exclusive right to vote for the election of
directors and for all other purposes. In all instances in which voting rights
are granted to the Preferred Stock or any series thereof, such Preferred Stock
or series thereof shall vote with the Common Stock as a single class, except as
otherwise provided in the certificate of designations filed pursuant to the DGCL
with respect to any series of Preferred Stock or as otherwise provided by law.
 
     (c) In the event of any dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, each series of Preferred Stock
shall have preference and priority over the Common Stock for payment of the
amount to which each outstanding
 
                                      -2-
 
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series of Preferred Stock shall be entitled in accordance with the provisions
thereof and each holder of Preferred Stock shall be entitled to be paid in full
such amount, or have a sum sufficient for the payment in full set aside, before
any payments shall be made to the holders of the Common Stock. After the holders
of the Preferred Stock of each series shall have been paid in full the amounts
to which they respectively shall be entitled, or a sum sufficient for the
payment in full set aside, the remaining net assets of the Corporation shall be
distributed pro rata to the holders of the Common Stock in accordance with their
respective rights and interests, to the exclusion of the holders of Preferred
Stock. A consolidation or merger of the Corporation with or into another
corporation or corporations, or a sale, whether for cash, shares of stock,
securities or properties, of all or substantially all of the assets of the
Corporation, shall not be deemed or construed to be a liquidation, dissolution
or winding up of the Corporation within the meaning of this Article FOURTH.
 
     FIFTH. The name and mailing address of the incorporator is Donna Juhrden,
c/o Duane, Morris & Heckscher LLP, 314 S. State Street, Dover, Delaware 18901.
The powers of the incorporator shall terminate upon the election of directors.
 
     SIXTH. A director of the Corporation shall not be personally liable to the
Corporation or to its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability to the extent provided by applicable law
(i) for any breach of the director's duty of loyalty to the Corporation or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174 of
the DGCL of the State of Delaware; or (iv) for any transaction from which the
director derived an improper personal benefit. In discharging the duties of
their respective positions, the Board of Directors, committees of the Board of
Directors, individual directors and individual officers may, in considering the
best interests of the Corporation, consider the effects of any action upon
employees, suppliers and customers of the Corporation, communities in which
offices or other establishments of the Corporation are located and all other
pertinent factors.
 
     SEVENTH. The directors of the Corporation shall have the power to make and
to alter or amend the By-laws of the Corporation; to fix the amount to be
reserved as working capital and to authorize and cause to be executed, mortgages
and liens, without limit as to the amount, upon the property and franchises of
the Corporation. The By-laws
 
                                      -3-
 
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of the Corporation shall determine whether and to what extent the accounts and
books of the Corporation, or any of them, shall be open to the inspection of the
stockholders. No stockholder of the Corporation shall have any right of
inspecting any account, book or document of the Corporation, except as conferred
by law, the By-laws of the Corporation or by resolution of the stockholders.
 
     EIGHTH. The Corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and upon request shall
advance expenses to any person who is or was a party or is threatened to be made
a party to any threatened, pending or completed action, suit, proceeding or
claim, whether civil, criminal, administrative or investigative, by reason of
the fact that he or she is or was or has agreed to be a director of the
Corporation or while a director is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of any
corporation, partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, against expenses (including
attorneys' fees and expenses), judgments, fines, penalties and amounts paid in
settlement incurred in connection with the investigation, preparation to defend
or defense of such action, suit, proceeding or claim; provided, however, that
the foregoing shall not require the Corporation to indemnify or advance expenses
to any person in connection with any action, suit, proceeding, claim or
counterclaim initiated by or on behalf of such person. Such indemnification
shall not be exclusive of other indemnification rights arising under any By-law,
agreement, vote of directors or stockholders or otherwise and shall inure to the
benefit of the heirs and legal representatives of such person. Any person
seeking indemnification under this Article Ninth shall be deemed to have met the
standard of conduct required for such indemnification unless the contrary shall
be established. Any repeal or modification of the foregoing provisions of this
Article Ninth shall not adversely affect any right or protection of a director
or officer of the Corporation existing at the time of such repeal or
modification.
 
     NINTH. The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors, the number of members of which
shall be set forth in the By-laws of the Corporation. The election of directors
need not be by ballot unless the By-laws shall so require.
 
                                      -4-
 
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     TENTH. The stockholders and directors shall have the power to hold meetings
and keep the books, documents and papers of the Corporation outside the State of
Delaware, at such places as may be from time to time designated by the By-laws
of the Corporation or by resolution of the directors, except as otherwise
required by the laws of the State of Delaware.
 
     ELEVENTH. The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereinafter prescribed by the laws of the State of Delaware. All rights herein
conferred are granted subject to this reservation.
 
     THE UNDERSIGNED, being the incorporator, for the purpose of forming a
corporation under the laws of the State of Delaware, does make, file and record
this Certificate of Incorporation, and does certify that the facts herein stated
are true and, accordingly, does set forth her hand.
 
 
Dated: August 17, 1999                      /s/ Donna Juhrden          (SEAL)
                                            ---------------------------
                                                Donna Juhrden