LIMITED CONSENT, LIMITED WAIVER AND THIRD AMENDMENT TO

                               CREDIT AGREEMENT





      This LIMITED CONSENT, LIMITED WAIVER AND THIRD AMENDMENT TO CREDIT

AGREEMENT (this "Amendment") is dated as of October 11, 2004 by and among ICON

HEALTH & FITNESS, INC., a Delaware corporation ("Borrower"), the other Credit

Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware

corporation ("Agent"), for itself as a Lender and as Agent for Lenders, and the

other Lenders signatory hereto. Unless otherwise specified herein, capitalized

terms used in this Amendment shall have the meanings ascribed to them in Annex A

to the Credit Amendment (as hereinafter defined).



                                  RECITALS



     WHEREAS, Borrower, the other Credit Parties signatory thereto, Agent and

the Lenders have entered into that certain Credit Agreement, dated as of April

9, 2002 (as amended, supplemented, restated or otherwise modified from time to

time, the "Credit Agreement");



     WHEREAS, Borrower has informed the Agent and the Lenders that Borrower

desires to (i) indefinitely postpone the construction of and investment in a new

manufacturing facility in Qingdao, China and the formation of the Qingdao

Subsidiary; (ii) increase its investment in the Xiamen Subsidiary; (iii) cause

its Subsidiary, ICON Cayman to form certain new Chinese Subsidiaries in order to

facilitate the sale and retail distribution of the health and fitness products

manufactured and/or distributed by Borrower and its Subsidiaries, including,

without limitation, the Chinese Subsidiaries and/or third-party contract

manufacturers within the territory of the People's Republic of China; (iv) amend

certain provisions of the Credit Agreement to permit the foregoing transactions;

and (v) increase the Revolving Loan Commitment to Two Hundred Seventy-Five

Million Dollars ($275,000,000) and amend certain other provisions of the Credit

Agreement as set forth herein; and



     WHEREAS, Borrower, the other Credit Parties, Agent and the Lenders have

agreed to amend certain provisions of the Credit Agreement as set forth herein.



     NOW THEREFORE, in consideration of the foregoing recitals, mutual

agreements contained herein and for good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the Agent, the Lenders,

Borrower and the Credit Parties agree as follows:



     Section 1.   Limited Consent.  Subject to the terms and conditions set

forth herein and notwithstanding Sections 5.1, 6.1, 6.5 or 6.15 of the Credit

Agreement, the Agent and the Lenders consent to:



     (a)   The formation by ICON Cayman of (i) a trading company which shall be

a wholly-owned Subsidiary of ICON Cayman incorporated in China and shall operate

in Xiamen and/or Shanghai (the "Chinese Trading Company") and (ii) a retail

sales company which shall be a wholly-owned Subsidiary of ICON Cayman

incorporated in China (the "Chinese Retail Sales Company" and together with the

Chinese Trading Company are collectively, the "Chinese Sales Companies");

provided that ICON Cayman will own 100% of the issued and outstanding Stock of

each of the Chinese Trading Company and the Chinese Retail Sales Company; and



     (b) The formation by the Chinese Retail Sales Company of (i) a retail sales

company incorporated in China which shall be a wholly-owned Subsidiary of the

Chinese Retail Sales Company and shall operate in Beijing (the "Beijing Retail

Company"); (ii) a retail sales company incorporated in China which shall be a

wholly-owned Subsidiary of the Chinese Retail Sales Company and shall operate in

Shanghai (the "Shanghai Retail Company") and (iii) a retail sales company

incorporated in China which shall be a wholly-owned Subsidiary of the Chinese

Retail Sales Company and shall operate in Guangzhou (the "Guangzhou Retail

Company" and together with the Beijing Retail Company, the Shanghai Retail

Company and the Chinese Sales Companies are collectively, the "New Chinese

Subsidiaries"); provided that the Chinese Retail Sales Company will own 100% of

the issued and outstanding Stock of each of the Beijing Retail Company, the

Shanghai Retail Company and the Guangzhou Retail Company (it being understood

and agreed by the parties hereto that the Chinese Retail Sales Company may elect

to establish the foregoing retail sales companies as branches of the Chinese

Retail Sales Company instead of being incorporated as wholly-owned Subsidiaries

thereof, in which case the requirements set forth in this clause (b) and Section

2 hereof shall not be applicable and hereby waived with respect to each of the

Beijing Retail Company, the Shanghai Retail Company and the Guangzhou Retail

Company).



     Section 2.   The consents set forth in Section 1 above shall be effective

upon satisfaction of the following conditions precedent (all documents to be in

form and substance satisfactory to Agent):



     (a)   Agent shall have received, in form and substance satisfactory to

Agent, a certificate executed by the corporate secretary or an assistant

secretary (or equivalent thereof) of each New Chinese Subsidiary attaching and

certifying (i) the articles of association (or equivalent thereof) of each New

Chinese Subsidiary together with all amendments thereto; and (ii) good standing

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