REGISTRATION RIGHTS AGREEMENT

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).

W I T N E S S E T H :

WHEREAS, pursuant to the terms of the Securities Purchase Agreement (the Purchase Agreement), dated as of the date hereof, by and among the Company, Interactive Health LLC, WMF, WPDF, Whitney V and the Management Purchasers, (i) Whitney V will purchase from the Company 4,880,000 shares (the Whitney V Shares) of Series A Convertible Preferred Stock, $.001 par value per share, of the Company (the Series A Preferred Stock), (ii) each of the Management Purchasers will purchase from the Company the number of shares (the Management Sharesand together with the Whitney V Shares, the Preferred Shares) of Series A Preferred Stock set forth after the signature of each Management Purchaser thereto, (iii) WMF will purchase a warrant (the WMF Warrant) to purchase an aggregate of 513,616 shares of common stock, par value $.001 per share, of the Company (the Common Stock), (iv) WPDF will purchase a warrant (the WPDF Warrant) to purchase an aggregate of 202,743 shares of Common Stock, and (v) GreenLeaf will purchase a warrant (the GreenLeaf Warrant and together with the WMF Warrant and the WPDF Warrant, the Warrants) to purchase an aggregate of 27,032 shares of Common Stock; and

WHEREAS, the Company and the other parties hereto desire to provide for the circumstances under which the Company will register securities of the Company on behalf of such other parties.

NOW, THEREFORE, as an inducement to the Purchasers to consummate the transactions contemplated by the Purchase Agreement and in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the Company hereby covenants and agrees with the other parties hereto, and with each subsequent holder of Restricted Securities (as such term is defined herein), as follows:

SECTION 1.         Definitions.  As used herein, the following terms shall have the following respective meanings:

Commission shall mean the Securities and Exchange Commission, or any other Federal agency at the time administering the Securities Act.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended, or any similar Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

GreenLeaf Warrant shall have the meaning ascribed to such term in the first Whereas clause.

Initial Public Offering shall mean the sale by the Company or any other person or entity of equity securities of the Company pursuant to a registration statement on Form S-1 or otherwise under the Securities Act.

Institutional Investors shall mean WMF, WPDF, GreenLeaf, Whitney V and their respective successors and assigns.

Management Shares shall have the meaning ascribed to such term in the first Whereas clause, together with all shares of capital stock issued as dividends thereon.

Preferred Shares shall have the meaning ascribed to such term in the first Whereas clause, together with all shares of capital stock issued as dividends thereon.

Registration Expenses shall mean the expenses so described in Section 5 hereof.

Restricted Securities shall mean the Preferred Shares, the Warrants and the Restricted Stock.

Restricted Stock shall mean the shares of Common Stock underlying the Warrants and the shares of Common Stock into which the Preferred Shares are convertible, and any capital stock or other securities issued or issuable with respect to such Preferred Shares or Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, conversion, consolidation or other reorganization.

Securities Act shall mean the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

2

Securityholders Agreement shall have the meaning assigned to such term in the Purchase Agreement.

Selling Expenses shall mean the expenses so described in Section 5 hereof.

Series A Preferred Stock shall have the meaning ascribed to such term in the first Whereas clause.

Threshold Amount shall mean that number of Institutional Investors holding at least 35% of the Restricted Stock then held by all Institutional Investors.

Warrants shall have the meaning ascribed to such term in the first Whereas clause.

Whitney V Shares shall have the meaning ascribed to such term in the first Whereas clause, together with all shares of capital stock issued as dividends thereon.

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