MANAGEMENT AGREEMENT



         This Management Agreement (this "Agreement") is entered into as of the

27th day of September, 1999, by and between Icon Health & Fitness, Inc., a

Delaware corporation ("ICON"), HF Holdings, Inc., a Delaware corporation

("Holdings" and, together with ICON and each of its other direct and indirect

subsidiaries signatory hereto or hereafter becoming party hereto by executing a

counterpart signature page hereof, the "Company") and Bain Capital Partners IV,

L.P., a Delaware limited partnership ("Bain").



               Whereas, Holdings was formed for the purpose of effecting an

         overall plan to restructure the capitalization of ICON (the

         "Restructuring") and becoming a direct parent of ICON, all on terms and

         subject to the conditions of (a) the Exchange Offer and Consent

         Solicitation Statement, dated July 30, 1999, for all outstanding 13%

         Senior Subordinated Notes due 2002 of ICON, 15% Senior Secured Discount

         Notes due 2004 of IHF Holdings, Inc., a Delaware corporation ("IHF"),

         and 14% Senior Discount Notes due 2006 of ICON Fitness Corporation, a

         Delaware corporation, and (b) the Agreement and Plan of Merger, dated

         as of September 24, 1999, among Holdings, HF Acquisition, Inc., a

         Delaware corporation, and ICON.



               Whereas, Bain is providing advisory and other services in

         connection with the senior secured financing (the "Senior Financing")

         being provided for the Restructuring pursuant to a Credit Agreement

         dated on or about the date hereof by General Electric Capital

         Corporation and Fleet National Bank, as agents, and the lending

         institutions from time to time party thereto (the "Credit Agreement");



               Whereas, certain funds (the "Bain Funds") affiliated with Bain

         are providing equity financing (the "Equity Investments") in connection

         with the Restructuring; and



               Whereas, subject to the terms and conditions of this Agreement,

         the Company desires to retain Bain to provide certain management and

         advisory services to the Company, and Bain desires to provide such

         services;



         Now, therefore, in consideration of the mutual covenants contained

herein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending to

be legally bound, hereby agree as follows:



1.  Services. Bain hereby agrees that, during the term of this Agreement (the

"Term"), it will:



    (a)   provide the Company with advice in connection with the negotiation and

          consummation of agreements, contracts, documents and instruments

          necessary to provide the Company with financing from banks or other

          financial institutions or other entities on terms and conditions

          satisfactory to the Company; and



    (b)   provide ICON with financial, managerial and operational advice in

          connection with its day-to-day operations, including, without

          limitation:



          (i)     advice with respect to the investment of funds; and



          (ii)    advice with respect to the development and implementation of

                  strategies for improving the operating, marketing and

                  financial performance of ICON.



2.  Payment of Fees. The Company hereby agrees to:



    (a)   pay to Bain (or an affiliate of Bain designated by it) a fee in the

          amount of $2,202,000 in connection with the structuring of the Senior

          Financing for the Restructuring, together with reimbursement of Bain's

          expenses incurred on behalf of the Company through the Closing Date

          (as defined in the Merger Agreement) in connection with the

          Restructuring, such fees and expenses being payable by ICON at the

          closing of the Restructuring or, if the Restructuring is not

          consummated, promptly after the time the Company has abandoned the

          Restructuring;



    (b)   subject to the terms of the credit agreement from time to time in

          effect providing for working capital financing to ICON, during the

          Term, pay to Bain (or an affiliate of Bain designated by it) a

          management fee in an amount not to exceed $366,500 per annum in

          exchange for the services provided to the Company by Bain, as more

          fully described in Section 1, such fee being payable by ICON quarterly

          in arrears, with each payment being made sixty (60) days after the end

          of each fiscal quarter of the Company; and



    (c)   during the Term, allow Bain to participate in the negotiation and

          consummation of senior financing for any recapitalization or

          acquisition or other similar transactions by the Company, and pay to

          Bain (or an affiliate of Bain designated by it) a fee in connection

          therewith equal to one percent (1%) of the gross purchase price of the

          transaction (including all liabilities assumed or otherwise included

          in the transaction), such fee to be due and payable for the foregoing

          services at the closing of such transaction, whether or not any such

          senior financing is actually committed or drawn upon; provided,

          however, that (i) Bain shall not be entitled to such fee with respect

          to any acquisition by the Company in which such gross purchase price

          is less than $10,000,000 and (ii) in the case of a Liquidity Event (as

          defined in the Stockholders Agreement) Bain shall provide Credit

          Suisse First Boston an opportunity to provide services in connection

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