First Amendment to Escrow Agreement



 Exhibit 10.5 
 Execution Original 
 FIRST AMENDMENT TO ESCROW AGREEMENT 
 THIS FIRST AMENDMENT TO ESCROW AGREEMENT is entered into as of October 17, 2007, in order to amend that certain Escrow Agreement, dated as of
July 2, 2007 (the “Escrow Agreement”), by and among NAUTILUS, INC., a Washington corporation (“Nautilus”), TREURIVER INVESTMENTS LIMITED, a British Virgin Islands company (“Seller”), MICHAEL C.
BRUNO, as representative of the Seller (the “Representative”) and U.S. BANK NATIONAL ASSOCIATION, as escrow agent (the “Escrow Agent”). 
  

	1.	Exhibit A to the Escrow Agreement is hereby amended in its entirety to read as set forth in Exhibit A attached hereto. 

  

	2.	The Escrow Agent hereby acknowledges receipt of an executed Joint Instruction Letter in the form attached hereto as Exhibit B and shall, in accordance with such Joint
Instruction Letter, (i) distribute Twelve Million Five Hundred Thousand United States Dollars (US$12,500,000) to Seller, together with all interest accrued on the Escrow Property and held in Escrow, and (ii) distribute Twelve Million Five
Hundred Thousand United States Dollars (US$12,500,000) to Nautilus. 

  

	3.	The opening sentence of Section 3(a) of the Escrow Agreement is hereby amended to read in its entirely as follows: “On Closing, but no later than January 20, 2008,
Nautilus and the Representative may deliver to the Escrow Agent signed instructions in substantially the form of Exhibit A hereto (the “Closing Release Instructions).” 

  

	4.	The reference to January 2, 2008 in Section 3(b) of the Escrow Agreement is hereby changed to January 20, 2008. 

  

	5.	Except as expressly set forth herein, the Escrow Agreement shall continue in full force and effect in accordance with its terms. 

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 IN WITNESS WHEREOF, the parties have entered into this First Amendment as of the date first
written above. 
  

					
	NAUTILUS, INC.
		
	By:	 	 
		 	Print Name:	 	 
		 	Title:	 	 
	
	TREURIVER INVESTMENTS LIMITED
		
		 	 
	By:	 	Print Name:	 	 
		 	Title:	 	 
	
	 
	MICHAEL C. BRUNO, as Representative
	
	U.S. BANK NATIONAL ASSOCIATION,
	as ESCROW AGENT
		
	By:	 	 
		 	Print Name:	 	 
		 	Title:	 	 


  

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 EXHIBIT A 
  

			
	 To:  U.S. Bank National Association 
 Attn: Olaleye Fadahunsi
 60 Livingston
Avenue
 St. Paul, Minnesota 55107
 Facsimile: (651) 495-8087
 E-mail: olaleye.fadahunsi@usbank.com
	 	                    , 200  .

 CLOSING RELEASE INSTRUCTIONS 
 Dear Sirs: 
 We refer to the Escrow Agreement, dated as of
July 2, 2007, as amended by First Amendment thereto dated as of October 17, 2007 (the “Agreement”), among the undersigned, Seller, the Representative and you, as Escrow Agent. Terms defined in the Agreement and not otherwise
defined herein are used herein as therein defined. 
 We confirm that the Closing under the Purchase Agreement occurred on ·, 200            and hereby irrevocably authorize and direct you to deliver One Million United
States Dollars (US$1,000,000) from the Escrow Property to [Escrow Agent named in Indemnification and Escrow Agreement], and thereafter to release all remaining Escrow Property funds from escrow and pay such funds to the Representative.

  

					
	Very truly yours,
	
	NAUTILUS, INC.
	
	EXHIBIT PURPOSES ONLY, NO SIGNATURE REQUIRED
		
	By:	 	 
		 	Print Name:	 	 
		 	Title:	 	 


 EXHIBIT A 
  

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 EXHIBIT B 
  

			
	 To:  U.S. Bank National Association 
 Attn: Olaleye Fadahunsi
 60 Livingston
Avenue
 St. Paul, Minnesota 55107
 Facsimile: (651) 495-8087
 E-mail: olaleye.fadahunsi@usbank.com
	 	October 17, 2007.

 JOINT INSTRUCTION LETTER 
 THIS JOINT INSTRUCTION LETTER is delivered pursuant to that certain Escrow Agreement, dated as of July 2, 2007 (the “Escrow
Agreement”), by and among NAUTILUS, INC., a Washington corporation (“Nautilus”), TREURIVER INVESTMENTS LIMITED, a British Virgin Islands company (“Seller”), MICHAEL C. BRUNO, as representative of the
Seller (“Representative”) and U.S. BANK NATIONAL ASSOCIATION, as escrow agent (the “Escrow Agent”). 
 Pursuant to
Section 3(c) of the Escrow Agreement, Nautilus and the Representative hereby instruct the Escrow Agent to (i) immediately release Twelve Million Five Hundred Thousand United States Dollars (US$12,500,000) from the Escrow Property to
Seller, together with all interest accrued on the Escrow Property and currently held in Escrow, and (ii) immediately release Twelve Million Five Hundred Thousand United States Dollars (US$12,500,000) from the Escrow Property to Nautilus.
Nautilus hereby acknowledges and agrees that the US$12,500,000 released from the Escrow Property is delivered to Seller as a non-refundable deposit and Nautilus shall have no further claim to such funds. 
  

					
	NAUTILUS, INC.
	
	EXHIBIT PURPOSES ONLY, NO SIGNATURE REQUIRED
		
	By:	 	 
		 	Print Name:	 	 
		 	Title:	 	 
	
	EXHIBIT PURPOSES ONLY, NO SIGNATURE REQUIRED
	
	 
	MICHAEL C. BRUNO, as Representative


 EXHIBIT B 
  

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