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 Thomas Dragotto (?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 Chief Financial Officer 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.

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