RIGHTS AGREEMENT

dated as of February [    ], 2005

by and between

INTERACTIVE HEALTH, INC.

and

U.S. STOCK TRANSFER CORPORATION

as Rights Agent

TABLE OF CONTENTS

TABLE OF EXHIBITS

Exhibit A?Form of Right Certificate

i

RIGHTS AGREEMENT

        This Rights Agreement (the "Agreement") is made and entered into as of the    day of February, 2005 by and between INTERACTIVE HEALTH, INC., a Delaware corporation (the "Company"), and U.S. Stock Transfer Corporation, a [                        ] corporation, as rights agent (the "Rights Agent").

        WHEREAS, the Board (as defined below) has determined that it is in the best interests of the Company to enter into this Agreement and to distribute rights in connection therewith, in order that all potential acquirors of the Company can compete on an equal footing, so as to result in the maximum value reasonably attainable for the Company's stockholders; and

        WHEREAS, the Board has authorized and declared a dividend of one preferred share purchase right (a "Right") for each Common Share (as hereinafter defined) of the Company outstanding as of the Close of Business on [    ] 2005 (the "Record Date"), each Right representing the right to purchase one one-hundredth of a Preferred Share (as hereinafter defined), upon the terms and subject to the conditions set forth herein, and has further authorized and directed the issuance of one Right with respect to each Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date or the Expiration Date (as such terms are hereinafter defined).

        NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereto hereby agree as follows:

        Section 1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:

        "Acquiring Person" shall mean any Person that Beneficially Owns 15% or more of the Voting Shares of the Company then outstanding; provided, however, that the term "Acquiring Person" shall not include: (i) an Exempt Person; (ii) any Person that would not otherwise be an Acquiring Person but for a reduction in the number of outstanding Voting Shares resulting from a stock repurchase program or other similar plan of the Company or from a self tender offer of the Company, which plan or tender offer commenced on or after the date hereof; provided, however, that the term "Acquiring Person" shall include such Person from and after the first date upon which (A) such Person, since the date of the commencement of such plan or tender offer, shall have acquired Beneficial Ownership of, in the aggregate, a number of Voting Shares of the Company equal to 1% or more of the Voting Shares of the Company then outstanding and (B) such Person, together with all Affiliates and Associates of such Person, shall Beneficially Own 15% or more of the Voting Shares of the Company then outstanding; (iii) any Person that would not otherwise be an Acquiring Person but for its Beneficial Ownership of Rights; (iv) any Person that is the Beneficial Owner of 15% or more of the outstanding Voting Shares of the Company as of the date hereof and thereafter has continued to be the Beneficial Owner of at least 15% of the Voting Shares of the Company then outstanding; provided, however, that the term Acquiring Person shall include such Person from and after the first date upon which (A) such Person, since the date hereof, shall have acquired, without the prior approval of the Board of Directors of the Company (the "Board"), Beneficial Ownership of additional Voting Shares equal to 1% of the then outstanding Voting Shares of the Company and (B) such Person, together with all Affiliates and Associates of such Person, shall Beneficially Own more than 15% or more of the Voting Shares of the Company then outstanding; or (v) any Person that is the Beneficial Owner of 15% or more of the outstanding Voting Shares of the Company solely as the result of the operation of clause (iv) of the definition of "Beneficial Owner" and "Beneficially Own" if and during such period as the Board shall have determined that the operation of such clause should be waived in the best interests of the Company and its stockholders; provided, however, that any determination pursuant to this clause (v) shall have been made prior to any change in the composition of the Board following the date that such Person shall have become the Beneficial Owner of such Voting Shares if such change in composition involved the election of two or more new members of the Board. In calculating the percentage of the

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