Exhibit 10.35  


AMENDMENT NO. 3

TO

SECURITYHOLDERS AGREEMENT  


        This Amendment No. 3 (this "Amendment") to the Securityholders Agreement, dated as of August 22,
2003, as amended by Amendment No. 1 to Securityholders Agreement dated as of February 18, 2004 and Amendment No. 2 to Securityholders Agreement dated as of August 18, 2004
(the "Agreement"), by and among INTERACTIVE HEALTH, INC., a Delaware corporation (the "Company"),
J. H. WHITNEY MEZZANINE FUND, L.P., a Delaware limited partnership ("WMF"), WHITNEY PRIVATE DEBT FUND, L.P., a Delaware limited partnership
("WPDF"), GREENLEAF MEZZANINE CAPITAL, L.P., a Delaware limited partnership ("GMC") and GREENLEAF
CAPITAL, L.P., a Delaware limited partnership ("GreenLeaf" and together with WMF, WPDF and GMC, collectively, the "Warrant
Purchasers"), WHITNEY V, L.P., a Delaware limited partnership ("Whitney V" and collectively with the Warrant Purchasers, the  "Whitney
Funds"), and the individuals identified as "Management Purchasers" in the signature pages hereto (the "Management
Purchasers" and collectively with the Whitney Funds, the "Stockholders" and each individually, a  "Stockholder")
is entered into as of this Second day of February, 2005. Capitalized terms used in this Amendment and not otherwise defined shall have
the meanings ascribed to them in the Agreement. 


        WHEREAS, the parties hereto desire to amend the Agreement pursuant to Section 15 thereof. 


        NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto
hereby agree as follows: 


        (1)   Section 9
of the Agreement is hereby amended and restated to read in its entirety as follows: 


        "SECTION 9. Duration of Agreement.


        The
rights and obligations of each Stockholder under this Agreement shall terminate as to such Stockholder upon the transfer of all Shares owned by such Stockholder in accordance with
this
Agreement. Upon consummation of an Initial Public Offering of the Company, the rights and obligations of the Company, the Whitney Funds and each Stockholder, except the rights and obligations set
forth in Section 6 of this Agreement, shall terminate. The rights and obligations of the Company, the Whitney Funds and each Stockholder set forth in Section 6 of this Agreement shall
survive the consummation of an Initial Public Offering of the Company." 


        (2)   Except
as modified hereby, the Agreement, as heretofore amended, shall remain in full force and effect and unmodified. 


        (3)   Telefacsimile
transmissions of any executed original document and/or retransmission of any executed telefacsimile transmission shall be deemed to be the same as the
delivery of an executed original. At the request of any party hereto, the other parties hereto shall confirm telefacsimile transmissions by executing duplicate original documents and delivering the
same to the requesting party or parties. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement. 


        (4)   Except
as expressly provided in Section 6(b) of the Agreement, as amended, this Amendment shall be governed by, construed in accordance with, and enforced under,
the law of the state of Delaware applicable to agreements or instruments entered into and performed entirely within such state. 


        [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








        IN
WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first above written. 



	 	 	INTERACTIVE HEALTH, INC.
	

 	
 	

By:	

/s/  CRAIG P. WOMACK      
 Name: Craig P. Womack

Title: Chief Executive Officer
	

 	
 	
J.H. WHITNEY MEZZANINE FUND, L.P.
	

 	
 	

By:	

Whitney GP, L.L.C.

its General Partner
	

 	
 	

By:	

/s/  DANIEL J. O'BRIEN      
 Daniel J. O'Brien

Managing Member
	

 	
 	
WHITNEY PRIVATE DEBT FUND, L.P.
	

 	
 	

By:	

Whitney Private Debt GP, LLC

its General Partner
	

 	
 	

By:	

/s/  DANIEL J. O'BRIEN      
 Daniel J. O'Brien

Managing Member




[SIGNATURE PAGE TO AMENDMENT NO. 2 TO SECURITYHOLDERS AGREEMENT]  









	 	 	GREENLEAF CAPITAL, L.P.
	

 	
 	

By:	

GreenLeaf GP, L.L.C.

its General Partner
	

 	
 	

By:	

/s/  DANIEL J. O'BRIEN      
 Daniel J. O'Brien

Attorney-in-Fact
	

 	
 	
WHITNEY V, L.P.
	

 	
 	

By:	

Whitney Equity Partners V, L.P.

its General Partner
	

 	
 	

By:	

/s/  DANIEL J. O'BRIEN      
 Daniel J. O'Brien

Managing Member
	

 	
 	
WHITNEY & CO., LLC
	

 	
 	

By:	

/s/  DANIEL J. O'BRIEN      
 Name: Daniel J. O'Brien

Title: Partner
	

 	
 	
GREENLEAF MEZZANINE CAPITAL, L.P.
	

 	
 	

By:	

GreenLeaf GP, LLC,

its General Partner
	

 	
 	

By:	

/s/  DANIEL J. O'BRIEN      
 Daniel J. O'Brien

Managing Member




[SIGNATURE PAGE TO AMENDMENT NO. 2 TO SECURITYHOLDERS AGREEMENT]  









	 	 	MANAGEMENT PURCHASERS
	

 	
 	

/s/  CRAIG WOMACK      
 Name: Craig Womack

Number of Preferred Shares: 50,000

Address:

850 E. Ocean Blvd. #204

Long Beach, CA 90802

Telephone No.: (562) 435-6305
	

 	
 	

/s/  ANDREW COHEN      
 Name: Andrew Cohen

Number of Preferred Shares: 40,000

Address:

3015 Tiffany Circle

Los Angeles, CA 90077

Telephone No.: (310) 446-1438
	

 	
 	

/s/  HANS DEHLI      
 Name: Hans Dehli

Number of Preferred Shares: 30,000

Address:

32826 Leah Drive

Dana Point, CA 92629

Telephone No.: (949) 661-6386
	

 	
 	

/s/  THOMAS DRAGOTTO      
 Name: Thomas Dragotto

Number of Options: 101,372

Address:

Telephone No.:




[SIGNATURE PAGE TO AMENDMENT NO. 2 TO SECURITYHOLDERS AGREEMENT]