LEASE AGREEMENT



                                 BY AND BETWEEN



                         INTERNATIONAL CENTER I, LLC, AS



                                    LANDLORD



                                       AND



                    ICON HEALTH AND FITNESS, INC., AS TENANT



                                 March 30, 2000



<PAGE>



                                 LEASE AGREEMENT



     THIS LEASE AGREEMENT ("LEASE") is made and entered into as of the 30th day

of March, 2000, between INTERNATIONAL CENTER I, LLC, a South Carolina limited

liability company, hereinafter called "Landlord," and ICON HEALTH AND FITNESS,

INC., a Delaware corporation, hereinafter called "Tenant."



WITNESSETH:



     In consideration of the covenants and agreements of the respective parties

herein contained, the parties hereto do hereby agree as follows:



     Article 1. The Demised Premises



     Section 1.01. Lease of Premises. Landlord does hereby demise and lease and

let unto Tenant and Tenant hereby leases and hires from Landlord the real

property (the "Land"), more fully described in Exhibit A attached hereto and

incorporated herein by reference, together with the buildings, fixtures and

other improvements (the "Building") more fully described in the site plan and

plans and specifications (collectively, with all approved modifications thereof,

the "Plans") attached hereto as Exhibit B and incorporated herein by reference,

to have and to hold the Land, the Building, all other improvements constructed

on the Land, and all easements, rights and privileges appurtenant thereto, unto

Tenant and its permitted successors and assigns, for a term commencing on the

date provided herein and expiring on the termination of this Lease (the Land and

the Building, and all easements, rights and privileges appurtenant thereto,

being collectively referred to hereinafter as the "Premises").



     Article 2. Construction of Infrastructure and Building



     Section 2.01. Infrastructure. Landlord shall be responsible for clearing,

grading, drainage, and filling the Premises, installation of driveways and

parking areas, including pavement, spaces and lighting, installation of

landscaping and irrigation equipment, and all utility installations, including

water and sewerage facilities, gas and electrical service as specified in the

Plans or as otherwise agreed upon in writing by Landlord and Tenant

(collectively, the "Infrastructure"). Landlord shall deliver the Premises with

the Infrastructure installed and operational, in compliance with applicable laws

and with all tap fees, hook-in fees, impact fees or other connection fees paid.

The responsibility of Landlord for utility installations shall in no event be

construed to make Landlord liable for any interruption or failure in the supply

of any utilities to the Premises; provided, however, notwithstanding anything

contained herein to the contrary, if there is an interruption or failure of the

utility services provided to the Premises which is caused by Landlord or any

defects in construction of the Premises, and such interruption or failure

interferes with Tenant's use of the Premises: (i) Tenant shall be entitled to

receive a proportionate abatement of rental until same has been corrected, and

(ii) if same continues for a period in excess of thirty (30) days after written

notice from Tenant to Landlord, Tenant shall be entitled to terminate this Lease

by written notice thereof unless such corrective work has been started by

Landlord or is planned to be commenced with correction to be completed as soon

as possible thereafter.



<PAGE>



     Section 2.02. Building.



          i.   Landlord shall be responsible for having the Building constructed

on the Land substantially in accordance with the Plans. No deviations may be

made from the Plans at Tenant's request without Landlord's prior written

approval, which approval shall not be unreasonably withheld, conditioned or

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