Building M-11 - 50,400 s.f.

                                                  Term: 10/01/94 - 09/30/99

                                                  Option 10/01/99 - 09/30/04





PROFORM FITNESS PRODUCTS, INC.

1500 South 1000 West

Logan, Utah 84321



                                 LEASE AGREEMENT

                                 (Real Property)



     THIS LEASE AGREEMENT (hereinafter "Agreement") , is made and entered into

this 1st day of October, 1994 , by and between FREEPORT CENTER ASSOCIATES

(hereinafter referred to as "Landlord") and PROFORM FITNESS PRODUCTS, INC., a

Utah corporation, (hereinafter referred to as "Tenant").



                                    RECITALS:



     A. Landlord is the owner of the certain real property more fully described

on Exhibit "A", attached hereto and by this reference incorporated herewith.



     B. Tenant is a Utah corporation engaged in the manufacture and sale of

exercise equipment.



     C. Tenant is in need to suitable space within which he may conduct some

portion of its operations.



     D. Landlord and Tenant have communicated to one another the above-described

circumstances and their respective desires to lease the real property described

on Exhibit "A" hereto, and have heretofore negotiated the terms of this

Agreement and desire to memorialize the terms thereof by this instrument.



     NOW, THEREFORE, in consideration of the above premises, the covenants and

promises hereinafter set forth, and other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, the Landlord and Tenant

hereby agree as follows:



                                ARTICLE I - LEASE



     1.01. Lease of Property. In consideration of the rents, covenants and

agreements hereinafter set forth, Landlord hereby leases to Tenant and Tenant

hereby hires from Landlord, the real property described on Exhibit "A" hereto,

located in Davis county, Utah, together with



                                      -1-



<PAGE>



all improvements and fixtures presently associated therewith, all of which is

referred to hereinafter as the "Subject Property".



     1.02. Term. The term of this Lease shall be for a total period of Five

Years ( 60 ) months, commencing on the date of this Agreement and ending Sept.

30, 1999, and on a month to month basis for up to eight additional months plus

any additional periods that the Tenant may so elect pursuant to Paragraph 1.03,

below.



     Should Tenant holdover the demised premises or any part thereof after the

expiration of the term of this Lease, unless otherwise agreed in writing, such

holding over shall constitute a tenancy from month-to-month only, and Tenant

shall pay a sun equal to one and one-half (1 1/2) times the monthly rental

provided herein, payable monthly in advance, but otherwise on the same terms and

conditions as herein provided, except as to any provisions hereof relating to

renewals of extensions.



     1.03 Additional Periods. Provided that Tenant is not in default of the

terms of this Lease at the time of notification or the effective date of the

extended term of this Agreement, Tenant shall have the option to renew and

extend this Agreement for one (1) additional five (51) year period, upon the

terms and conditions stated herein, upon giving Landlord written notice of such

intent to renew no later than sixty (60) days prior to the expiration of the

term of this Agreement. The monthly rent for the one five-year option period to

be:



     Oct. 1, 1999 - Sept. 30, 2004           $ 17,500 month



     1.04 Lease Payments. Tenant agrees to pay without offset or deduction, and

Landlord agrees to accept, the following amounts as the Lease payments for the

Subject Property:



     A.   Fixed Rents. As and for the monthly fixed rental for the Subject

Property, Tenant agrees to pay the following rate per square foot per month:



                        Rent Per Square     Aggregate      Total

                        ---------------     ---------      -----

Building - SQ.  Ft.      Foot Per Month    Monthly Rent     Rent

-------------------      --------------    ------------     ----



Bldg. M-11               .30               $15,120         $907,200

50,400 sq. ft.                                 375 (parking area paved)

                                           -------

                                           $15,495         $929,700



     B.   Time and Method. The lease payments for each month during the lease

period of this Agreement shall be payable in advance on the first day of each

month during the term of this Agreement and shall be made payable to the

Landlord at his below listed address, or such other address as may be later

designated in writing, by the Landlord.

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