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

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).

This Agreement is made pursuant to the Purchase Agreement, dated March 22, 2004 (the Purchase Agreement), by and among the Issuers, Parent and the Initial Purchasers.  In order to induce the Initial Purchasers to purchase the Series A Notes, the Issuers and the Guarantors have agreed to provide, subject to the conditions herein, the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 9 of the Purchase Agreement.  Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated March 26, 2004, among the Issuers, Parent and U.S. Bank National Association, as Trustee, relating to the Series A Notes and the Series B Notes (the Indenture).

The parties hereby agree as follows:

SECTION 1.                            DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the following meanings:

Act shall mean the Securities Act of 1933, as amended.

Affiliate shall have the meaning set forth in Rule 144 of the Act.

Agreement shall have the meaning set forth in the preamble hereof.

Broker-Dealer shall mean any broker or dealer registered under the Exchange Act.

Business Day  Any day except a Saturday, Sunday or any other day on which banking institutions in the City of New York, or in the city of the corporate trust office of the Trustee, are authorized or obligated by law or regulation to close.

Closing Date shall mean the date hereof.

Commission shall mean the Securities and Exchange Commission.

Company shall have the meaning set forth in the preamble hereof.

Consummate shall mean, and an Exchange Offer shall be deemed Consummated for purposes of this Agreement upon, the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Series B Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement

continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Issuers to the Registrar under the Indenture of Series B Notes in the same aggregate principal amount as the aggregate principal amount of Series A Notes tendered by Holders thereof pursuant to the Exchange Offer.

Consummation Deadline shall have the meaning set forth in Section 3(a) hereof.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended.

Exchange Effectiveness Deadline shall have the meaning set forth in Section 3(a) hereof.

Exchange Offer shall mean the exchange and issuance by the Issuers of a principal amount of Series B Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Series A Notes that are tendered by such Holders in connection with such exchange and issuance.

Exchange Offer Filing Deadline shall have the meaning set forth in Section 3(a) hereof.

Exchange Offer Registration Statement shall mean the Registration Statement relating to the Exchange Offer, including the related Prospectus.

Finance shall have the meaning set forth in the preamble hereof.

Guarantors shall mean Parent and each future subsidiary of the Company, if any, that is required by the terms of the Indenture to guarantee the Series A Notes and/or Series B Notes.

Holders shall have the meaning set forth in Section 2 hereof.

indemnified party shall have the meaning set forth in Section 8(c) hereof.

indemnifying party shall have the meaning set forth in Section 8(c) hereof.

Indenture shall have the meaning set forth in the preamble hereof.

Initial Purchasers shall have the meaning set forth in the preamble hereof.

Issuers shall have the meaning set forth in the preamble hereof.

Parent shall have the meaning set forth in the preamble hereof.

Person shall mean any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

Prospectus shall mean the prospectus included in a Registration Statement at the time such Registration Statement is declared effective, as amended or supplemented by any

2

prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Purchase Agreement shall have the meaning set forth in the preamble hereof.

Recommencement Date shall have the meaning set forth in Section 6(d) hereof.

Registration Default shall have the meaning set forth in Section 5 hereof.

Registration Statement shall mean any registration statement of the Issuers and the Guarantors relating to (a) an offering of Series B Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) that is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Rule 144 shall mean Rule 144 promulgated under the Act.

Series A Notes shall have the meaning set forth in the preamble hereof.

Series B Notes shall mean the Issuers 71/4%  Series B Senior Notes due 2011 to be issued pursuant to the Indenture (a) in the Exchange Offer or (b) as contemplated by Section 4 hereof.

Shelf Effectiveness Deadline shall have the meaning set forth in Section 4(a) hereof.

Shelf Filing Deadline shall have the meaning set forth in Section 4(a) hereof.

Shelf Registration Statement shall have the meaning set forth in Section 4 hereof.

Suspension Notice shall have the meaning set forth in Section 6(d) hereof.

TIA shall mean the Trust Indenture Act of 1939 as in effect on the date of the Indenture.

Transfer Restricted Securities means each Series A Note until (i) the date on which such Series A Note has been exchanged by a Person other than a Broker-Dealer for a Series B Note in the Exchange Offer; (ii) following the exchange by a Broker-Dealer in the Exchange Offer of a Series A Note for a Series B Note, the date on which the Series B Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement; (iii) the date on which such note has been effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement; (iv) the date on which such note is distributed to the public pursuant to Rule 144; or (v) the date on which such note ceases to be outstanding.

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