EMPLOYMENT AGREEMENT

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 Hans Dehli (?Executive?).  IH and Executive agree to the following terms and conditions of employment.

1.                                       PERIOD OF EMPLOYMENT.  IH shall continue to employ Executive to render services to IH in the position and with the duties and responsibilities described in Section 2 for the period commencing on the date of this Agreement and ending on the date three (3) years after the date hereof (such period, the ?Period of Employment?); provided that the Period of Employment shall automatically be renewed on the same terms and conditions set forth herein as modified from time to time by the parties hereto for additional one (1) year periods beginning on the date three years after the date hereof, unless either party shall have given the other party written notice of the election not to renew the Period of Employment at least ninety (90) days prior to any such renewal date (the ?Non-Renewal Notice?), such procedure to be followed in each successive period; provided further that the Period of Employment is subject to early termination as provided in Section 4 hereof.

2.                                       POSITION AND RESPONSIBILITIES.

(a)                                  Position.  During the Period of Employment, Executive shall serve as Vice President?Research and Development of IH, and in such other executive capacities as may be requested from time to time by the Board of Directors of IH (the ?Board?) or a duly authorized committee thereof.  Executive shall perform such duties as are customarily associated with his position, consistent with the Bylaws of IH and as reasonably required by the Board.  Executive shall render such other services for IH and its Affiliates as IH may from time to time reasonably request and as shall be consistent with the duties Executive is to perform for IH and with Executive?s experience.  An ?Affiliate? shall include any person or entity that directly or indirectly controls, is controlled by, or is under common control with IH, any successor entity, and any assignees of IH (but, for the avoidance of doubt, the term ?Affiliate? as used herein shall specifically exclude any so-called ?portfolio companies? of Whitney & Co., LLC other than IH and its subsidiaries).

(b)                                 Full Time and Best Efforts.  During the Period of Employment, Executive shall devote his best efforts and full-time attention to the performance of his duties.  Executive shall be subject to the direction of IH, which shall retain full control of the means and methods by which he performs the above services and of the place(s) at which all services are rendered.  Executive shall be expected to travel if necessary or advisable in order to meet the obligations of his position.

(c)                                  Other Activity.  Except with the prior written consent of IH, during the Period of Employment Executive shall not (i) accept any other employment; or (ii) engage, directly or indirectly, in any other business, commercial, or professional activity (whether or not pursued for pecuniary advantage) that is or may be competitive with IH, that might create a conflict of interest with IH, or that otherwise might interfere with the business of IH, or any Affiliate or that might interfere with the performance of Executive?s duties hereunder.

(d)                                 Company Policies.  The employment relationship between the parties shall be governed by the general employment policies and practices of IH, including but not limited to those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with IH?s general employment policies or practices, this Agreement shall control.

3.                                       COMPENSATION AND BENEFITS.

(a)                                  Base Salary.  In consideration of the services to be rendered under this Agreement, IH shall pay Executive One Hundred Eighty Thousand Dollars ($180,000) per year (?Base Salary?), payable bi-weekly (i.e., once every two weeks), pursuant to the procedures regularly established, and as they may be amended, by IH in its sole discretion, during the Period of Employment.  All compensation and comparable payments to be paid to Executive under this Agreement shall be less withholdings required by law.  The Base Salary will be reviewed by and shall be subject to upward adjustment at the sole discretion of the Board each year during the term of this Agreement.

(b)                                 Bonus.  Executive will be eligible to receive an annual bonus (the ?Bonus?) for each calendar year during the Period of Employment at the discretion of the Compensation Committee of the Board and the Chief Executive Officer of IH.  The Bonus payable in respect of any given year during the Period of Employment shall be paid within 30 days following the delivery of IH?s annual audited financial statements for such year (and in any event no later than March 31 in any such following year).  Except as specifically provided in Section 4 hereof, if Executive?s employment with IH shall terminate for any reason whatsoever prior to the end of any calendar year, Executive shall not be entitled to a Bonus for such calendar year.

(c)                                  Benefits.  Executive shall be entitled to vacation leave in accordance with IH?s standard policies.  As Executive becomes eligible, he shall have the right to participate in and to receive benefits from all present and future benefit plans specified in IH?s policies and generally made available to similarly situated employees of IH.  Executive?s eligibility to receive benefits under any such benefit plan, and the amount and extent of benefits to which Executive is entitled under such benefit plan, shall be governed by the specific benefit plan, as amended by the IH from time to time.  Executive also shall be entitled to any benefits or compensation tied to termination of employment as described in Section 4.  IH reserves the right, in its sole discretion, to adjust Executive?s benefits provided under this Agreement.  No statement concerning benefits or compensation to which Executive is entitled shall alter in any way the term of this Agreement, any renewal thereof, or its termination.

(d)                                 Expenses.  IH shall reimburse Executive for reasonable travel and other business expenses incurred by Executive in the performance of his duties, in accordance with IH?s policies, as they may be amended in IH?s sole discretion and subject to IH?s requirements with respect to reporting and documentation of such expenses.

(e)                                  Direct Investment.  Concurrent with the execution of this Agreement, IH shall issue and sell, and Executive shall purchase, such number of shares (?Preferred Shares?) of IH?s Series A Convertible Preferred Stock, $.001 par value per share (?Convertible Preferred Stock?) as shall have an aggregate purchase price of Three Hundred Thousand Dollars ($300,000), on the

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terms and conditions set forth in that certain Securities Purchase Agreement of even date herewith (the ?Securities Purchase Agreement?) among IH, Interactive Health LLC, J.H. Whitney Mezzanine fund, L.P., J.H. Whitney Private Debt Fund, L.P., GreenLeaf Capital, L.P., Whitney V, L.P. and certain other executives of IH.

(f)                                    Nonqualified Stock Options.

(1)                                  As additional compensation for his services hereunder, promptly after the date of Closing but no later than November 1, 2003, IH shall grant to Executive pursuant to a Stock Option Plan to be adopted by IH (the ?Plan?) the following stock options (each, an ?Option?) to purchase shares (?Option Shares?) of Common Stock, $.01 par value per share, of IH (the ?Common Stock?) at the exercise price per share set forth herein (the ?Exercise Price?), subject to the terms, definitions and provisions of this Agreement and the Plan:

(A)                              an Option to purchase 50,686 shares of Common Stock at an Exercise Price equal to $10.00 per share;

(B)                                an Option to purchase 25,343 shares of Common Stock at an Exercise Price equal to $20.00 per share;

(C)                                an Option to purchase 25,343 shares of Common Stock at an Exercise Price equal to $30.00 per share.

(2)                                  The Options are not intended to qualify as Incentive Stock Options as defined in Section 422 of the Code (as defined in the Plan).  So long as the Period of Employment has not terminated, each Option shall vest in accordance with the following schedule:  20% of the number of Option Shares issuable upon the exercise thereof shall vest on the one-year anniversary of the date of grant of such Option (the ?Vesting Commencement Date?) and the remaining Option Shares issuable upon the exercise of such Option shall vest in 16 equal quarterly installments commencing on the date that is fifteen months after the Vesting Commencement Date and continuing and the end of each three month period thereafter.  Vesting of all Options shall cease at such time as the Period of Employment terminates or expires for any reason whatsoever.  One half of each unvested installment of each Option shall automatically vest on the date that an Organic Transaction shall occur (provided that Executive remains employed by IH on such date of occurrence of the Organic Transaction), and the balance of each such installment shall remain subject to the vesting schedule set forth above.  For purposes of this Agreement, ?Organic Transaction? means (x) the sale, lease, exchange, transfer or other disposition (including, without limitation, by merger, consolidation or otherwise) of assets constituting all or substantially all of the assets of IH, taken as a whole, (y) any merger, consolidation or other business combination or refinancing or recapitalization (other than by reason of a sale by the Company of its Common Stock pursuant to a registration statement on Form S-l or otherwise under the Securities Act of 1933, as amended) that results in the holders of the issued and outstanding voting securities of IH immediately prior to such transaction beneficially owning or controlling less than a majority of the outstanding voting securities of the continuing or surviving entity immediately following such transaction, and/or (z) any person or persons acting together or which would constitute a ?group? for the purposes of Section 13(d) of the Exchange Act, together or with any Affiliates thereof, other than any of the holders of the Common Stock and the holders of the Convertible

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Preferred Stock, as of the date on which the first share of Convertible Preferred Stock is issued, and their respective Affiliates, ?beneficially owning? (as defined in Rule 13d-3 of the Exchange Act) or controlling, directly or indirectly, at least 50% of the total voting power of all classes of capital stock entitled to vote generally in the election of the members of the Board of IH.

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