0001047469-04-014195 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 29th, 2004 • Interactive Health, Inc. • California

This Agreement, dated as of August 22, 2003, is between Interactive Health, Inc., a Delaware corporation, (together with its subsidiaries whether currently existing or hereafter acquired or formed, “IH”), and Andrew Cohen (“Executive”). IH and Executive agree to the following terms and conditions of employment.

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FORM OF INDEMNIFICATION AGREEMENT dated as of April [ ], 2004 between INTERACTIVE HEALTH, INC. (the “Company”), and (“Indemnitee”)
Form of Indemnification Agreement • April 29th, 2004 • Interactive Health, Inc. • Delaware

WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company; and

THIRD AMENDMENT TO INTERACTIVE HEALTH LLC CREDIT AGREEMENT AND CONSENT
Interactive Health LLC Credit Agreement • April 29th, 2004 • Interactive Health, Inc. • Michigan

This Third Amendment to Credit Agreement (“Third Amendment and Consent”) is made as of this 22nd day of March, 2004 by and among Interactive Health LLC, a Delaware limited liability company (“Company”) and Comerica Bank, a Michigan banking corporation (“Bank”).

GUARANTY
Joinder Agreement • April 29th, 2004 • Interactive Health, Inc. • Michigan

This GUARANTY is made as of this 13th day of February, 2004 by the undersigned guarantors (each a “Guarantor” and any and all collectively, the “Guarantors”) to Comerica Bank (“Bank”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 29th, 2004 • Interactive Health, Inc. • New York

AGREEMENT (this “Agreement”), dated as of August 22, 2003, by and among INTERACTIVE HEALTH, INC., a Delaware corporation (the “Company”), J. H. WHITNEY MEZZANINE FUND, L.P., a Delaware limited partnership (“WMF”), WHITNEY PRIVATE DEBT FUND, L.P., a Delaware limited partnership (“WPDF”), and GREENLEAF CAPITAL, L.P., a Delaware limited partnership (“GreenLeaf” and together with WMF and WPDF, collectively, the “Warrant Purchasers”), WHITNEY V, L.P., a Delaware limited partnership (“Whitney V” and collectively with the Warrant Purchasers, the “Whitney Funds”), and the individuals identified as “Management Purchasers” in the signature pages hereto (the “Management Purchasers” and collectively with the Warrant Purchasers and Whitney V, the “Purchasers”).

By this letter, we seek to confirm the understandings and oral agreements between Daito-Osim Health Care Appliances (Suzhou) Co., Ltd. (“Daito-Osim”), a Chinese corporation, and Daito Denki Kogyo (“Daito Denki”), a Japanese Kubushiki Kaisha, also...
Interactive Health, Inc. • April 29th, 2004

In particular, in connection with the Distribution Agreement dated as of August 24, 2000, by and between Daito-Osim and IH, as amended by the First Amendment to Distribution Agreement dated February 2003 and the side-letter dated June 12, 2003 (as amended, the “Distribution Agreement”), it is understood and agreed that, for the term of the Distribution Agreement:

Option to Renew ORIGINAL Ben and Ariela Lawee
Interactive Health, Inc. • April 29th, 2004
FORM OF NONQUALIFIED OPTION AGREEMENT
Form of Nonqualified Option Agreement • April 29th, 2004 • Interactive Health, Inc. • Delaware

NONQUALIFIED OPTION AGREEMENT (this “Agreement”) is entered into as of the by and between Interactive Health, Inc., a Delaware corporation (the “Company”), and the undersigned employee (the “Employee”) of the Company or its Subsidiaries.

INTERACTIVE HEALTH LLC CREDIT AGREEMENT DATED AS OF DECEMBER 30, 2003 COMERICA BANK
Credit Agreement • April 29th, 2004 • Interactive Health, Inc. • Michigan

THIS CREDIT AGREEMENT, made as of the 30th day of December, 2003, by and between INTERACTIVE HEALTH LLC, a Delaware limited liability company (herein called “Company”) and COMERICA BANK, a Michigan banking corporation, of Detroit, Michigan (herein called “Bank”).

PARENT PLEDGE AGREEMENT
Parent Pledge Agreement • April 29th, 2004 • Interactive Health, Inc. • Michigan

THIS PARENT PLEDGE AGREEMENT (“Agreement”), made as of this 13th day of February, 2004, by and between Interactive Health, Inc., a Delaware corporation (the “Pledgor”), and Comerica Bank, a Michigan banking corporation (herein called “Bank”). The addresses for Pledgor and Bank are set forth on the signature pages.

PLAZA SUITES INTERNATIONAL HOME FURNISHINGS MARKET
Interactive Health, Inc. • April 29th, 2004 • North Carolina

Company:Interactive Health (Exhibitor), Contact:Andrew Cohen Address:3030 Walnut Avenue City:Long Beach State:CA Zip:90807 Country: Phone:1-800-742-5493 Fax:562-426-9690

Second Amendment February 13, 2004
Second Amendment • April 29th, 2004 • Interactive Health, Inc. • Michigan
November 11, 2003
Interactive Health, Inc. • April 29th, 2004

This letter shall constitute our understanding and agreement between, Daito Mingsi Inc., and, Interactive Health, LLC, (hereinafter referred to as, “IH”), a subsidiary of Whitney & Company regarding the following:

REGISTRATION RIGHTS AGREEMENT by and among INTERACTIVE HEALTH LLC and INTERACTIVE HEALTH FINANCE CORP. and INTERACTIVE HEALTH, INC. and JEFFERIES & COMPANY, INC. and IMPERIAL CAPITAL LLC Dated as of March 26, 2004
Registration Rights Agreement • April 29th, 2004 • Interactive Health, Inc. • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 26, 2004, by and among (i) Interactive Health LLC, a Delaware limited liability company (the “Company”), and Interactive Health Finance Corp., a Delaware corporation (“Finance” and together with the Company, the “Issuers”), (ii) Interactive Health, Inc., a Delaware corporation and the sole member of the Company (“Parent”), and (iii) Jefferies & Company, Inc. and Imperial Capital LLC (together, the “Initial Purchasers”), which have agreed to purchase the Issuers’ 71/4% Senior Notes due 2011 (the “Series A Notes”) pursuant to the Purchase Agreement (as defined below).

DISTRIBUTION AGREEMENT
Distribution Agreement • April 29th, 2004 • Interactive Health, Inc. • California

THIS DISTRIBUTION AGREEMENT (“Agreement”), dated as of August 24, 2000, 2000, is by and between DAITO-OSIM HEALTH CARE APPLIANCES (SIZHOU) CO., LTD., a Chinese corporation, having its principal place of business at NO. 16 SuTong Rd., Suzhou, Jiangsu, P.R. China 215006 (“Supplier”), and INTERATIVE HEALTH LLC, a California limited liability company, having its principal place of business at 3030 Walnut Ave., Long Beach, CA 90807, United States of America (“Distributor”).

SECURITYHOLDERS AGREEMENT
Securityholders Agreement • April 29th, 2004 • Interactive Health, Inc. • Delaware

AGREEMENT (this “Agreement”), dated as of August 22, 2003, by and among INTERACTIVE HEALTH, INC., a Delaware corporation (the “Company”), J. H. WHITNEY MEZZANINE FUND, L.P., a Delaware limited partnership (“WMF”), WHITNEY PRIVATE DEBT FUND, L.P., a Delaware limited partnership (“WPDF”), and GREENLEAF CAPITAL, L.P., a Delaware limited partnership (“GreenLeaf” and together with WMF and WPDF, collectively, the “Warrant Purchasers”), WHITNEY V, L.P., a Delaware limited partnership (“Whitney V” and collectively with the Warrant Purchasers, the “Whitney Funds”), and the individuals identified as “Management Purchasers” in the signature pages hereto (the “Management Purchasers” and collectively with the Whitney Funds, the “Stockholders” and each individually, a “Stockholder”).

INTERACTIVE HEALTH LLC INTERACTIVE HEALTH FINANCE CORP. and each of the Guarantors party hereto 7¼% SENIOR NOTES DUE 2011
Indenture • April 29th, 2004 • Interactive Health, Inc. • New York

INDENTURE dated as of March 26, 2004, among Interactive Health LLC, a Delaware limited liability company, Interactive Health Finance Corp., a Delaware corporation, the Guarantors (as defined) and U.S. Bank National Association, as trustee.

LOGO] OPTION(S) TO EXTEND ADDENDUM TO STANDARD LEASE
Interactive Health, Inc. • April 29th, 2004
AMENDMENT NO. 1 TO SECURITYHOLDERS AGREEMENT
Securityholders Agreement • April 29th, 2004 • Interactive Health, Inc. • Delaware

This Amendment No. 1 (this “Amendment”) to the Securityholders Agreement, dated as of August 22, 2003 (the “Agreement”), by and among INTERACTIVE HEALTH, INC., a Delaware corporation (the “Company”), J. H. WHITNEY MEZZANINE FUND, L.P., a Delaware limited partnership (“WMF”), WHITNEY PRIVATE DEBT FUND, L.P., a Delaware limited partnership (“WPDF”), GREENLEAF MEZZANINE CAPITAL, L.P., a Delaware limited partnership (“GMC”) and GREENLEAF CAPITAL, L.P., a Delaware limited partnership (“GreenLeaf” and together with WMF, WPDF and GMC, collectively, the “Warrant Purchasers”), WHITNEY V, L.P., a Delaware limited partnership (“Whitney V” and collectively with the Warrant Purchasers, the “Whitney Funds”), and the individuals identified as “Management Purchasers” in the signature pages hereto (the “Management Purchasers” and collectively with the Whitney Funds, the “Stockholders” and each individually, a “Stockholder”) is entered into as of this 18th day of February, 2004, to be effective upon the

SECURITY AGREEMENT
Security Agreement • April 29th, 2004 • Interactive Health, Inc. • Michigan

THIS SECURITY AGREEMENT (the “Agreement”) dated as of February 13, 2004, is entered into by and between Interactive Health LLC, a Delaware limited liability company (“Company”) and such other entities which from time to time become parties hereto (collectively, including the Company, the “Debtors” and individually each a “Debtor”) and Comerica Bank, a Michigan banking corporation (“Bank”). The addresses for the Debtors and the Bank are set forth on the signature pages.

FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • April 29th, 2004 • Interactive Health, Inc. • California

This First Amendment to Distribution Agreement (this “Amendment”), is made as of February ,2003 between each of the undersigned and amends that certain Distribution Agreement dated as of August 24, 2000 (the “Distribution Agreement”), by and between DAITO-OSIM HEALTH CARE APPLIANCES (SUZHOU) CO., LTD.; a Chinese corporation, having its principal place of business at No. 16 SuTong Rd., Suzhou, Jiangsu, P.R. China 215006 (“Supplier”), and INTERACTIVE HEALTH LLC, a California limited liability company, having its principal place of business at 3030 Walnut Ave., Long Beach, CA 90807, United States of America (“Distributor”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Distribution Agreement.

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First Amendment January 30, 2004
Credit Agreement • April 29th, 2004 • Interactive Health, Inc. • Michigan

Re: First Amendment (“First Amendment”) to Interactive Health LLC Credit Agreement (as amended or otherwise modified from time to time, the “Credit Agreement”) dated as of December 30, 2003 by and between Interactive Health LLC (“Company”) and Comerica Bank (“Bank”)

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