SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Vitacost.com, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

92847A20 0

(CUSIP Number)

Great Hill Partners, LLC

Attn: Laurie T. Gerber

One Liberty Square, Boston, MA 02109

(617) 790-9430

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 30, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 92847A20 0
1.	Names of Reporting Persons. Great Hill Investors, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)   x
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Massachusetts
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 0
		8.	Shared Voting Power 15,801
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 15,801
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 15,801
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.	Percent of Class Represented by Amount in Row (11) 0.06%*
14.	Type of Reporting Person (See Instructions) OO

* Percentage calculated based on 27,676,453 shares of common stock outstanding on March 16, 2010, as disclosed in the Issuer’s Annual Report on Form 10-K filed on March 30, 2010.

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SCHEDULE 13D

CUSIP No. 92847A20 0
1.	Names of Reporting Persons. Great Hill Equity Partners III, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)   x
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 0
		8.	Shared Voting Power 3,545,064
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 3,545,064
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,545,064
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.	Percent of Class Represented by Amount in Row (11) 12.81%*
14.	Type of Reporting Person (See Instructions) PN

* Percentage calculated based on 27,676,453 shares of common stock outstanding on March 16, 2010, as disclosed in the Issuer’s Annual Report on Form 10-K filed on March 30, 2010.

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SCHEDULE 13D

CUSIP No. 92847A20 0
1.	Names of Reporting Persons. Great Hill Partners GP III, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)   x
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 3,545,064
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 3,545,064
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,545,064
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.	Percent of Class Represented by Amount in Row (11) 12.81%*
14.	Type of Reporting Person (See Instructions) PN

* Percentage calculated based on 27,676,453 shares of common stock outstanding on March 16, 2010, as disclosed in the Issuer’s Annual Report on Form 10-K filed on March 30, 2010.

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SCHEDULE 13D

CUSIP No. 92847A20 0
1.	Names of Reporting Persons. GHP III, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)   x
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 0
		8.	Shared Voting Power 3,545,064
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 3,545,064
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,545,064
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.	Percent of Class Represented by Amount in Row (11) 12.81%*
14.	Type of Reporting Person (See Instructions) OO

* Percentage calculated based on 27,676,453 shares of common stock outstanding on March 16, 2010, as disclosed in the Issuer’s Annual Report on Form 10-K filed on March 30, 2010.

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SCHEDULE 13D

CUSIP No. 92847A20 0
1.	Names of Reporting Persons. Great Hill Equity Partners IV, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)   x
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,858,832
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,858,832
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,858,832
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.	Percent of Class Represented by Amount in Row (11) 6.72%*
14.	Type of Reporting Person (See Instructions) PN

* Percentage calculated based on 27,676,453 shares of common stock outstanding on March 16, 2010, as disclosed in the Issuer’s Annual Report on Form 10-K filed on March 30, 2010.

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SCHEDULE 13D

CUSIP No. 92847A20 0
1.	Names of Reporting Persons. Great Hill Partners GP IV, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)   x
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,858,832
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,858,832
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,858,832
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.	Percent of Class Represented by Amount in Row (11) 6.72%*
14.	Type of Reporting Person (See Instructions) PN

* Percentage calculated based on 27,676,453 shares of common stock outstanding on March 16, 2010, as disclosed in the Issuer’s Annual Report on Form 10-K filed on March 30, 2010.

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SCHEDULE 13D

CUSIP No. 92847A20 0
1.	Names of Reporting Persons. GHP IV, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)   x
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,858,832
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 1,858,832
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,858,832
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.	Percent of Class Represented by Amount in Row (11) 6.72%*
14.	Type of Reporting Person (See Instructions) OO

* Percentage calculated based on 27,676,453 shares of common stock outstanding on March 16, 2010, as disclosed in the Issuer’s Annual Report on Form 10-K filed on March 30, 2010.

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SCHEDULE 13D

CUSIP No. 92847A20 0
1.	Names of Reporting Persons. Matthew T. Vettel
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)   x
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States of America
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,403,896
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,403,896
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,403,896
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.	Percent of Class Represented by Amount in Row (11) 19.53%*
14.	Type of Reporting Person (See Instructions) IN

* Percentage calculated based on 27,676,453 shares of common stock outstanding on March 16, 2010, as disclosed in the Issuer’s Annual Report on Form 10-K filed on March 30, 2010.

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SCHEDULE 13D

CUSIP No. 92847A20 0
1.	Names of Reporting Persons. Christopher S. Gaffney
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)   x
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States of America
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,419,697
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,419,697
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,419,697
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.	Percent of Class Represented by Amount in Row (11) 19.58%*
14.	Type of Reporting Person (See Instructions) IN

* Percentage calculated based on 27,676,453 shares of common stock outstanding on March 16, 2010, as disclosed in the Issuer’s Annual Report on Form 10-K filed on March 30, 2010.

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SCHEDULE 13D

CUSIP No. 92847A20 0
1.	Names of Reporting Persons. John G. Hayes
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)   x
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States of America
NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,419,697
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,419,697
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,419,697
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
13.	Percent of Class Represented by Amount in Row (11) 19.58%*
14.	Type of Reporting Person (See Instructions) IN

* Percentage calculated based on 27,676,453 shares of common stock outstanding on March 16, 2010, as disclosed in the Issuer’s Annual Report on Form 10-K filed on March 30, 2010.

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Introduction

This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed on March 23, 2010 (the “Original Filing”) by the Reporting Persons relating to the common stock, $0.00001 par value per share (the “Common Stock”), of Vitacost.com, Inc., a Delaware corporation (the “Issuer”). Information reported in the Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Original Filing.

Item 4. Purpose of Transaction

Item 4 is hereby amended to add the following:

The Reporting Persons continue to favorably regard the long-term prospects of the Issuer and are supportive of the Issuer’s ongoing efforts to grow its business. As previously disclosed, the Reporting Persons have had discussions with the Issuer about, among other things, obtaining certain Board nomination rights. As of the date hereof, the Issuer and the Reporting Persons have been unable to reach agreement on these matters.

In order to protect and enhance the value of their investment in the Issuer, the Reporting Persons believe that it is necessary to take action to reconstitute the Board. Accordingly, on April 30, 2010 and pursuant to the terms of the Issuer’s Amended and Restated Bylaws, the Reporting Persons delivered a letter (the “Notice”) to the Issuer nominating Christopher S. Gaffney, Mark A. Jung, Michael A. Kumin and Jeffrey M. Stibel (collectively, the “Nominees”) for election to the Board at the Issuer’s 2010 Annual Meeting of Stockholders or any Special Meeting of Stockholders (whether in lieu of an annual meeting or otherwise) that includes the election of directors (in each case including any adjournments, postponements or delays thereof, the “2010 Annual Meeting”), as set forth in the Notice. The Reporting Persons have engaged and intend to continue to engage in discussions with the Issuer and other stockholders of the Issuer regarding, among other things, matters in connection with the Notice, the 2010 Annual Meeting and the composition of the Board.

Although the Reporting Persons are continuing to discuss matters related to the composition of the Board with the Issuer, the Reporting Persons are also considering the possibility of calling a Special Meeting of Stockholders or conducting a consent solicitation, in each case for the purpose of, among other things, removing from office, without cause, certain of the current directors and electing in their place a slate of nominees to be proposed by the Reporting Persons, which slate may include the Nominees and/or other persons selected by the Reporting Persons. The Reporting Persons have engaged a proxy solicitation firm to assist them in connection with any solicitation of the Issuer’s stockholders at the 2010 Annual Meeting or pursuant to a consent solicitation.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby amended to add the following:

Pursuant to separate indemnity and nominee letter agreements, the Reporting Persons have agreed to indemnify Messrs. Jung and Stibel against any and all claims of any nature arising from the solicitation of proxies or consents and any related transactions. A form of the letter agreement is attached hereto as Exhibit 8 and is incorporated by reference.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended to add the following exhibits:

Exhibit 8	Form of Indemnity and Nominee Letter Agreement.
Exhibit 9	Power of Attorney.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete, and correct.

Date: May 3, 2010

GREAT HILL INVESTORS, LLC
By:	/S/    CHRISTOPHER S. GAFFNEY
Name:	Christopher S. Gaffney*
Title:	A Manager
GREAT HILL EQUITY PARTNERS III, L.P.
By: GREAT HILL PARTNERS GP III, L.P., its General Partner
By: GHP III, LLC, its General Partner
By:	/S/    CHRISTOPHER S. GAFFNEY
Name:	Christopher S. Gaffney*
Title:	A Manager
GREAT HILL PARTNERS GP III, L.P.
By: GHP III, LLC, its General Partner
By:	/S/    CHRISTOPHER S. GAFFNEY
Name:	Christopher S. Gaffney*
Title:	A Manager
GHP III, LLC
By:	/S/    CHRISTOPHER S. GAFFNEY
Name:	Christopher S. Gaffney*
Title:	A Manager
GREAT HILL EQUITY PARTNERS IV, L.P.
By: GREAT HILL PARTNERS GP IV, L.P., its General Partner
By: GHP IV, LLC, its General Partner
By:	/S/    CHRISTOPHER S. GAFFNEY
Name:	Christopher S. Gaffney*
Title:	A Manager

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GREAT HILL PARTNERS GP IV, L.P.
By: GHP IV, LLC, its General Partner
By:	/S/    CHRISTOPHER S. GAFFNEY
Name:	Christopher S. Gaffney*
Title:	A Manager

GHP IV, LLC
By:	/S/    CHRISTOPHER S. GAFFNEY
Name:	Christopher S. Gaffney*
Title:	A Manager
	/S/    CHRISTOPHER S. GAFFNEY
Name:	Christopher S. Gaffney*
	/S/    JOHN G. HAYES
Name:	John G. Hayes*
	/S/    MATTHEW T. VETTEL
Name:	Matthew T. Vettel*

*  By:	/S/    LAURIE T. GERBER
Name:	Laurie T. Gerber
Title:	Attorney in fact

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EXHIBIT INDEX

Exhibit 8	Form of Indemnity and Nominee Letter Agreement.
Exhibit 9	Power of Attorney.

EX-99.8

Exhibit 8

Great Hill Equity Partners IV, L.P.

c/o Great Hill Partners, LLC

One Liberty Square

Boston, MA 02109

INDEMNITY AND NOMINEE LETTER

April [·], 2010

[Nominee Name]

[Address]

[City, State ZIP]

Dear [Nominee]:

As you know, Great Hill Equity Partners IV, L.P. and certain of its affiliates (collectively, “Great Hill”) are considering the possibility of commencing a solicitation (the “Solicitation”) of (a) proxies in connection with the 2010 Annual Meeting of Stockholders of VitaCost.com, Inc., a Delaware corporation (the “Company”), or a Special Meeting of Stockholders of the Company in lieu thereof that includes the election of directors (in each case, including any adjournments, postponements or delays thereof) or (b) consents in connection with an action by written consent of the stockholders of the Company to, in each case and among other things, elect nominees to serve as directors on the Company’s Board of Directors (the “Board”). This letter agreement (“Letter Agreement”) will confirm your agreement, subject to the terms and conditions stated herein, with Great Hill to stand for election as a nominee of Great Hill to serve as a director of the Company in connection with the Solicitation. Concurrently with the execution of this Letter Agreement, please (a) execute the Consent to serve as a nominee of Great Hill and serve as a director of the Company, if elected, which is attached as Annex A and (b) return a signed copy of the Nominee Questionnaire being provided to you containing your true and correct responses to all questions contained therein for use by Great Hill in connection with preparing any materials related to the Solicitation (including, without limitation, the proxy or consent statement with respect to the Solicitation).

Great Hill will reimburse you, as promptly as practicable upon your request, for your reasonable and documented out-of-pocket expenses directly related to the performance of your duties under this Letter Agreement with respect to the Solicitation (including travel expenses, if any). The foregoing right to reimbursement shall be in addition to your rights of indemnification described in this Letter Agreement. Great Hill reserves the right, in its sole discretion at any time, not to nominate you or to withdraw you from serving as a nominee of Great Hill; provided, however, that any such action by Great Hill shall not prejudice your rights under this Letter Agreement to reimbursement of certain expenses through such date and the benefits of the indemnification provisions hereof.

Each of Great Hill and you recognizes that, should you be elected to the Board, all of your activities and decisions as a director will be governed by applicable law and subject to your duties to the stockholders of the Company and, as a result, that there is, and can be, no agreement between you and Great Hill that governs the decisions that you will make as a director of the Company.

In consideration of your agreement as set forth above, and to the fullest extent permitted by Delaware and other applicable law, Great Hill agrees to indemnify you against and hold you harmless from any and all liabilities, losses, claims, damages, suits, actions, judgments and reasonable costs and expenses actually incurred by you (including reasonable and documented attorneys’ fees and expenses) (collectively, “Losses”) in connection with the investigation, preparation or defense of any litigation (commenced or threatened), any civil, criminal, administrative or arbitration action, or any claim whatsoever, in each case whether instituted by the Company or any other party, and any and all amounts paid in settlement by you or on your behalf (with Great Hill’s consent, which shall not be unreasonably withheld) of any such claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, based upon, arising out of or relating to (a) serving as a nominee of Great Hill; (b) being a “participant in a solicitation” (as defined in the rules and regulations under the Securities Exchange Act of 1934, as amended) in connection with the Solicitation; and (c) being otherwise involved in the Solicitation as a nominee of Great Hill (in each of cases (a), (b) and (c), whether before or after the date hereof). Notwithstanding anything to the contrary herein, Great Hill shall not indemnify you for (x) any action taken or omission by you or on your behalf that occurs subsequent to certification of the results relating to the Solicitation or such earlier time as you are no longer a nominee of Great Hill for election to the Board, or (y) any actions taken or inactions by you as a director of the Company, if you are elected. In addition, Great Hill shall not be obligated to provide you with any indemnification to the extent of any Losses that (i) arise out of any materially inaccurate written information supplied by you or on your behalf for inclusion in any filings made with any federal or state governmental agency, including any materials related to the Solicitation (including, without limitation, the proxy or consent statement with respect to the Solicitation), or (ii) are found in a final judgment by a court, not subject to further appeal, to have resulted from bad faith or willful misconduct on your part. You shall repay to Great Hill any amounts that have been paid by Great Hill to you in respect of the foregoing in the event that you are found, subject to a final and non-appealable judgment, to not be entitled to indemnification under this Letter Agreement.

Promptly after receipt by you of notice of any such claim or the commencement of any action, proceeding or investigation in respect of which indemnification may be sought as provided above, you must promptly notify Great Hill’s counsel, Skadden, Arps, Slate, Meagher & Flom LLP, in writing by personal delivery, fax or overnight mail of the receipt of any such notice or commencement of any such action, proceeding or investigation. Any such notice should be sent to the following address: Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York, 10036-6522; Attention: Howard L. Ellin and Richard J. Grossman; Fax: (212) 735-2000; provided that the failure to so notify Great Hill’s counsel shall not limit your rights to indemnification hereunder, except to the extent that Great Hill is actually prejudiced thereby.

In case any such action, proceeding or investigation is brought against you, and you notify Great Hill of the commencement thereof, Great Hill shall have the right to participate therein and, to the extent that Great Hill so determines, to assume the defense and settlement thereof, with counsel reasonably satisfactory to you; provided, however, that if the defendants in

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any such action include both you and Great Hill and if you have been advised by counsel reasonably acceptable to Great Hill that there may be one or more legal defenses available to you that are different from or additional to those available to Great Hill (a “Conflict Situation”), you will have the right to select up to one separate counsel reasonably acceptable to Great Hill to participate in the defense of such action on your behalf; provided, however, that Great Hill shall not be responsible for more than one such counsel in each jurisdiction. Notwithstanding, but in furtherance of, the foregoing, in the event of a Conflict Situation, you and other persons who are (or were) nominees of Great Hill as directors of the Company involved in such matter shall share such one counsel (unless you have been advised by counsel reasonably satisfactory to Great Hill that there may be one or more legal defenses available to you that are different from or additional to those available to any of such other persons). After notice from Great Hill to you of its election to assume the defense of any such action, proceeding or investigation, neither Great Hill nor any of its affiliates will be liable to you under this Letter Agreement for any expenses subsequently incurred by you in connection with the defense thereof, unless you shall have employed counsel in accordance with the proviso to the preceding sentence.

Great Hill shall have the right to settle any action, proceeding or investigation that is brought against you for which indemnification is available under the terms of this Letter Agreement; provided that Great Hill shall not settle, without your prior written consent (which you may withhold in your sole discretion), any action, proceeding or investigation in any manner that would impose any penalty, obligation or limitation on you (other than monetary damages for which Great Hill agrees to be wholly responsible) or that would contain any language (other than a recitation of any amounts to be paid in settlement) that could reasonably be viewed as an acknowledgement of wrongdoing on your part or otherwise as materially detrimental to your reputation.

Great Hill shall not be liable under this Letter Agreement to make any indemnification payment in connection with any claim made against you to the extent (and only to the extent) that you have otherwise received payment or have a right to be indemnified or reimbursed (under any insurance policy, pursuant to any indemnification or reimbursement payment or provision by any party other than Great Hill, or otherwise) of the amounts otherwise indemnifiable hereunder. Any payments required to be made by Great Hill pursuant to this Letter Agreement will be remitted to you on a monthly basis as the expenses to which such payments relate are incurred.

For purposes of this Letter Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval), or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that you did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

In the event of payment under this Letter Agreement, Great Hill shall be subrogated to the extent of such payment to all of your rights of recovery and you shall, at Great Hill’s expense, execute all papers reasonably required and shall do everything that may be reasonably necessary to secure such rights, including, without limitation, the execution of such documents reasonably necessary to enable Great Hill to effectively bring suit to enforce such rights.

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This Letter Agreement shall be governed by and construed by and enforced in accordance with the laws of the State of New York applicable to contracts to be performed in such state without giving effect to the principles of conflicts of law thereof or of any other jurisdiction (other than Section 5-1401 of the New York General Obligations Law). Without limiting the foregoing, each party agrees that service of process on such party at the address listed for such party in this Letter Agreement shall be deemed effective service of process on such party. This Letter Agreement may only be amended or the provisions hereof waived by a written instrument signed by Great Hill and you. This Letter Agreement may be executed in counterparts (including by fax and .pdf), each of which shall constitute an original, but which together shall constitute one agreement. This Letter Agreement constitutes the entire agreement among the parties with respect to the subject hereof.

Great Hill and you hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York and of the United States of America in each case located in the County of New York for any litigation arising out of or relating to this Letter Agreement, and waive any objection to the laying of venue of any litigation arising out of this Letter Agreement in the courts of the State of New York or of the United States of America in each case located in the County of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum.

[Execution page follows.]

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Please acknowledge your agreement to the foregoing by signing in the space provided below.

Very truly yours,
GREAT HILL EQUITY PARTNERS IV, L.P.
by: Great Hill Partners GP IV, L.P., its general partner
by: GHP IV, LLC, its general partner
By:	/s/ Michael A. Kumin
Name:	Michael A. Kumin
Title:	A Manager

Accepted and Agreed

            , 2010

[NOMINEE NAME]

[Signature Page to Nominee Letter]

ANNEX A

Consent of Stockholder Nominee

The undersigned hereby consents to being named as a nominee of Great Hill Equity Partners IV, L.P. and certain of its affiliates (“Great Hill”) for election as a director of VitaCost.com, Inc., a Delaware corporation (the “Company”), in (a) Great Hill’s notice to the Company of its intent to nominate directors for election at the 2010 Annual Meeting of Stockholders of the Company or a Special Meeting of Stockholders of the Company in lieu thereof that includes the election of directors (in each case, including any adjournments, postponements or delays thereof), (b) materials (including, without limitation, a proxy or consent statement and form of proxy or consent) distributed to stockholders of the Company on behalf of Great Hill in connection with or relating to the solicitation of proxies or consents, and (c) such filings, notices and correspondence filed with, or submitted to, the Company, the Securities and Exchange Commission, The NASDAQ Stock Market, LLC, or other regulatory authority deemed necessary or advisable in connection with or relating to the solicitation of proxies or consents by Great Hill. The undersigned further consents to serve as a director of the Company if elected.

Name: [NOMINEE NAME]

Dated:             , 2010

A-1

EX-99.9

Exhibit 9

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints Laurie T. Gerber, the undersigneds’ true and lawful attorney-in-fact, to:

(1) execute for and on behalf of each of the undersigned a Form ID application, and any amendments thereto, to be filed with the Securities and Exchange Commission to obtain or update EDGAR codes for the undersigned;

(2) execute for and on behalf of each of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, as appropriate, and any required amendments thereto (collectively, the “Reports”), with respect to their current or future beneficial ownership of securities of any public company, in accordance with Section 13(d) and/or Section 16(a) of the Securities Exchange Act of 1934, as amended, and the respective rules (including Rule 13d-1) promulgated thereunder;

(3) do and perform any and all acts for and on behalf of each of the undersigned which may be necessary or desirable to complete and execute any such Report and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

Each of the undersigned hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact, or the attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigneds’ responsibilities to comply with Section 13(d) or Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file Reports with respect to the undersigneds’ current or future holdings of and transactions in securities issued by any public company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of dates set forth opposite their names.

Dated: March 30, 2010	GREAT HILL INVESTORS, LLC
	By:	/s/ John G. Hayes
	Name:	John G. Hayes
	Title:	A Manager
Dated: March 30, 2010	GHP III, LLC
	By:	/s/ John G. Hayes
	Name:	John G. Hayes
	Title:	A Manager
Dated: March 30, 2010	GREAT HILL PARTNERS GP III, L.P.
	By:	GHP III, LLC,
		Its General Partner
	By:	/s/ John G. Hayes
	Name:	John G. Hayes
	Title:	A Manager
Dated: March 30, 2010	GREAT HILL EQUITY PARTNERS III, L.P.
	By:	Great Hill Partners GP III, L.P.,
		Its General Partner
	By:	GHP III, LLC,
		Its General Partner
	By:	/s/ John G. Hayes
	Name:	John G. Hayes
	Title:	A Manager

Dated: March 30, 2010	GHP IV, LLC
	By:	/s/ John G. Hayes
	Name:	John G. Hayes
	Title:	A Manager
Dated: March 30, 2010	GREAT HILL PARTNERS GP IV, L.P.
	By:	GHP IV, LLC,
		Its General Partner
	By:	/s/ John G. Hayes
	Name:	John G. Hayes
	Title:	A Manager
Dated: March 30, 2010	GREAT HILL EQUITY PARTNERS IV, L.P.
	By:	Great Hill Partners GP IV, L.P.,
		Its General Partner
	By:	GHP IV, LLC,
		Its General Partner
	By:	/s/ John G. Hayes
	Name:	John G. Hayes
	Title:	A Manager
Dated: March 30, 2010		/s/ Christopher S. Gaffney
		Christopher S. Gaffney
Dated: March 30, 2010		/s/ John G. Hayes
		John G. Hayes
Dated: March 30, 2010		/s/ Matthew T. Vettel
		Matthew T. Vettel