<PAGE>

                      LIMITED WAIVER AND AMENDMENT NO. 4


          This Limited Waiver and Amendment No. 4 (the "Agreement") is entered
into as of April 12, 2001 by and among:

     Cybex International, Inc., a New York corporation, having a place of
     business at 10 Trotter Drive, Medway, Massachusetts 02053 (the "BORROWER");

     Cybex Financial Corp., Eagle Performance Systems, Inc., General Medical
     Equipment, Ltd., Lumex Bed Systems, Inc., Cybex Fitness Gerate Vertriebs
     GmBH, and Tectrix Fitness Equipment, Inc.  (individually, a "GUARANTOR" and
     collectively, the "GUARANTORS");

     The Lenders party to the Credit Agreement (defined below) (hereinafter
     collectively, the "LENDERS")

     First Union National Bank, as Administrative Agent for the Lenders
     (hereinafter, in such capacity, the "ADMINISTRATIVE AGENT"), having a
     principal place of business at One First Union Center, 301 South College
     Street, TW-5, Charlotte, North Carolina 28288-0537;

in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.

                                  WITNESSETH:

1.   BACKGROUND.  On May 21, 1998, the Administrative Agent, the Lenders, the
     Borrower and the Guarantors, among others, entered into a Credit Agreement,
     pursuant to which the Lenders established, subject to the terms therein
     contained, revolving credit, letter of credit and term loan facilities in
     favor of the Borrower. The Credit Agreement was thereafter modified
     pursuant to the terms of various amendments thereto (the Credit Agreement
     as so amended shall hereinafter be referred to as the "CREDIT AGREEMENT").

     The Borrower's Obligations to the Administrative Agent and the Lenders are
     secured by perfected (x) security interests in and to all of the Borrower's
     personal property, including, without limitation, all of the Borrower's
     accounts, chattel paper, inventory, equipment, fixtures, general
     intangibles, instruments, investment property, copyrights, trademarks, and
     patents, and (y) mortgage interests in certain of the Borrower's real
     estate, (all of the foregoing, collectively, the "COLLATERAL").  In
     addition, the Guarantors have unconditionally guarantied the payment and
     performance of the Borrower's Obligations (the "GUARANTIES") and to secure
     their respective guaranties have granted the Administrative Agent for the
     benefit of the Lenders perfected security interests in and to all of their
     personal property, including, without limitation, all of their accounts,
     chattel paper, inventory, equipment, fixtures, general intangibles,
     instruments, investment
<PAGE>

    property, copyrights, trademarks, and patents (the "GUARANTORS'
    COLLATERAL").

    Various Events of Default have arisen under the Credit Agreement, and the
    Borrower and the Guarantors have requested that the Administrative Agent
    and the Lenders waive such Events of Default and further amend the Credit
    Agreement, in each case on the terms set forth herein.

2.  DEFINITIONS.

    a.  All capitalized terms used herein and not otherwise defined shall have
        the same meaning herein as in the Credit Agreement.

    b.  "EXISTING DEFAULTS" means those Events of Defaults existing as of the
        date hereof and described on SCHEDULE 1 hereto.

    c.  "LIMITED WAIVER PERIOD" means the period commencing on the date hereof
        and ending May 1, 2002.


3.  OUTSTANDING OBLIGATIONS.

    a.  The Borrower and the Guarantors each acknowledge and agree that, as
        of April 12, 2001, they are jointly and severally obligated to the
        Lenders as follows:

                                REVOLVING LOANS

          Principal:                                   $13,500,000.00


                                   TERM LOAN

          Principal:                                   $16,750,000.00


    b.  In addition, the Borrower and Guarantors each acknowledge and agree that
        they are jointly and severally obligated to the Issuing Lender and the
        Lenders on account of the IRB Letter of Credit and the other Letters of
        Credit listed on SCHEDULE 2 hereto, and any amounts due under the
        Reimbursement Agreements relating thereto.

    c.  The Borrower and Guarantors each acknowledge and agree that they are
        jointly and severally obligated to the Administrative Agent, the Issuing
        Lender and the Lenders, as applicable, for Administrative Agent's Fees,
        Commitment Fees, Letter of Credit Fees, Issuing Lender Fees, interest,
        and costs and expenses,
<PAGE>

        including, without limitation, attorneys' fees, appraisal fees, and
        commercial finance examination fees, all whether heretofore incurred,
        accrued or now due or hereafter incurred, accruing or becoming due. The
        Administrative Agent shall furnish the Borrower with an estimate of all
        such third party costs and expenses as soon as reasonably practicable.

    d.  The Borrower and the Guarantors each further acknowledge and agree that
        they do not have any offsets, defenses, or counterclaims against the
        Administrative Agent, the Issuing Lender, or the Lenders with respect to
        the Credit Agreement, the Guaranties, any other Credit Documents, or
        otherwise. To the extent that any such offsets, defenses or
        counterclaims may exist, the Borrower and each Guarantor hereby WAIVES
        and RELEASES the Administrative Agent, the Issuing Lender, the Lenders
        and their respective officers, representatives, counsel, trustees, and
        directors from any and all actions, causes of action, claims, demands,
        damages, and liabilities of whatever kind or nature, in law or in
        equity, now known or unknown, suspected or unsuspected. The Borrower and
        each Guarantor shall execute and deliver to the Administrative Agent,
        the Issuing Lender and each Lender such releases as the Administrative
        Agent, the Issuing Lender or any Lender may request to confirm the
        foregoing.

    e.  The Borrower and each Guarantor hereby ratifies and confirms that the
        Obligations (as modified hereby) are, and will continue to be, secured
        by the Collateral and the Guarantor Collateral.

4.  LIMITED WAIVER.  The Administrative Agent and the Lenders hereby waive the
    Existing Defaults during the Limited Waiver Period only. The waiver provided
    herein is a one-time waiver of the Existing Defaults and is not a continuing
    waiver or a waiver of any other provisions of the Credit Agreement and other
    Credit Documents. Nothing contained herein shall (a) obligate the
    Administrative Agent or the Lenders to extend the limited waiver provided
    herein beyond the Limited Waiver Period (in that regard, upon the expiration
    of the Limited Waiver Period, the Existing Defaults will be immediately
    reinstated and the Administrative Agent and the Lenders may exercise any or
    all of their rights and remedies on account thereof), or (b) limit any other
    rights of the Administrative Agent, the Issuing Lender, or the Lenders
    during the Limited Waiver Period upon the occurrence of any other Event of
    Default (the Administrative Agent, the Issuing Lender and the Lenders
    reserving the right to take such action, at such times, on account thereof
    as they deem appropriate).

5.  AMENDMENTS TO CREDIT AGREEMENT.  The Credit Agreement is hereby amended as
    follows:

    a.  Amendments to Section 1.  The provisions of Section 1 of the Credit
        Agreement are hereby amended as follows:

                                       3
<PAGE>

    i.  Applicable Commitment Fee Percentage.  The definition of "Applicable
        Commitment Fee Percentage" is hereby deleted in its entirety and the
        following substituted in its stead:

                    "Applicable Commitment Fee Percentage" means one-half of one
                    percent (0.50%) per annum.

    ii. Applicable Interest Rate Percentage.   The definition of "Applicable
        Interest Rate Percentage" is hereby deleted in its entirety and the
        following substituted in its stead:

        "Applicable Interest Rate Percentage" means the following percentages
        for the Loans:

<TABLE>
<CAPTION>

        Nature of Loan                                  Applicable Interest Rate       Applicable
                                                           Percentage Through         Interest Rate
                                                           September 30, 2001        Percentage From
                                                                                    and After October
                                                                                        1, 2001
        ---------------------------------------------------------------------------------------------
        <S>                                            <C>                         <C>

        Revolving Loans (excluding Overadvance)                 1.00%                3.00%
        ---------------------------------------------------------------------------------------------
        Overadvance Portion of Revolving Loans                  2.00%                3.00%
        ---------------------------------------------------------------------------------------------
        Term Loan                                               1.50%                3.00%
        ---------------------------------------------------------------------------------------------
</TABLE>

        For purposes of calculating the Applicable Interest Rate Percentage of
        the Revolving Loans, the Overadvance shall be deemed to be the first
        amounts advanced and the last amounts repaid.

iii.    Authorized Signatory. The definition of "Authorized Signatory" is hereby
        amended by deleting the names "William S. Hurley" and "Peter Haines" and
        substituting the names "Paul Horgan" and John Aglialoro" respectively in
        their stead.

iv.     EBITDA. The definition of "EBITDA" is hereby deleted in its entirety and
        the following substituted in its stead:

                    "EBITDA": of any Person for any period, net income for such
                    period, plus (i) Interest Expense to the extent deducted in
                    determining such net income, plus (ii) depreciation,
                    amortization

                                       4
<PAGE>

                    and all other non-cash charges deducted in determining such
                    net income, all determined in accordance with GAAP
                    consistently applied, plus (iii) Restructuring Costs, minus
                    (iv) extraordinary non-cash income (including, for the
                    purposes hereof, gain from the sale of assets in the
                    ordinary course of business, such as obsolete equipment),
                    plus (v) income taxes to the extent deducted to determine
                    net income, plus (vi) non-cash purchase accounting
                    adjustments and losses from the sale of assets in the
                    ordinary course of business, such as obsolete equipment).

v.  Excess Cash Flow.  The definition of "Excess Cash Flow" is hereby deleted in
    its entirety and the following substituted in its stead:

                    "Excess Cash Flow": with respect to any fiscal quarter of
                    the Borrower and Subsidiaries on a consolidated basis, an
                    amount equal to (i) Consolidated EBITDA for such period,
                    minus (ii) Consolidated Capital Expenditures for such
                    period, minus (iii) Consolidated Interest Expense for such
                    period, minus (iv) taxes actually paid during such period,
                    minus (v) principal payments on Consolidated Total Funded
                    Debt (other than voluntary or mandatory prepayments) minus
                    (vi) any increase in net working capital, minus (vii) any
                    earn-out payments paid to the Seller pursuant to Section
                    2(a) of the Purchase Agreement, minus (viii) Restructuring
                    Costs..

vi. Interest Payment Date.  The definition of "Interest Payment Date" is hereby
    amended by deleting clause (a) thereof and substituting the following in its
    stead:

                    (a) as to any Base Rate Loan, the last Business Day of each
                    calendar month to occur while such Loan is outstanding.

vii. Leverage Ratio.  The definition of "Leverage Ratio" is hereby deleted in
     its entirety and the following substituted in its stead:

                    "Leverage Ratio": as of the last day of any fiscal quarter,
                    the ratio  (x) of Consolidated Total Funded Debt as of the
                    last day of such fiscal quarter to (y) pro forma
                    Consolidated EBITDA for the subject fiscal year determined
                    by annualizing the actual Consolidated EBITDA of the subject
                    fiscal year to date.

viii. Net Sales Proceeds.  The definition of "Net Sales Proceeds" is hereby
      deleted in its entirety and the following substituted in its stead:

                                       5
<PAGE>

                    "Net Sales Proceeds": the gross cash proceeds (including
                    cash by way of deferred payment pursuant to a promissory
                    note, receivable or otherwise, but only as and when
                    received) received from the sale, lease, conveyance,
                    disposition or other transfer of assets or from a Recovery
                    Event, net of (i) reasonable transaction costs payable to
                    third parties, and (ii) Indebtedness (other than
                    Indebtedness of the Lenders pursuant to this Agreement and
                    the other Credit Documents) which is secured by first
                    priority Liens on the assets which are the subject of such
                    event to the extent such Indebtedness is paid with a portion
                    of the proceeds therefrom.

ix.  Termination Date.  The definition of "Termination Date" is hereby deleted
     in its entirety and the following substituted in its stead:

                    "Termination Date": The earlier of (a) May 1, 2002, or (b)
                    the date on which the Revolving Commitments shall terminate
                    in accordance with the provisions of this Agreement.

x.  New Definitions: The following new definitions are hereby inserted into
    Section 1 of the Credit Agreement in appropriate alphabetical order:

    (1)  "Accounts": "Accounts" as defined in the UCC, and also all: accounts,
         accounts receivable, receivables, and rights to payment (whether or not
         earned by performance): for property that has been or is to be sold,
         leased, licensed, assigned, or otherwise disposed of; for services
         rendered or to be rendered; arising out of the use of a credit or
         charge card or information contained on or used with that card; and
         also all reclaimed, returned, rejected or repossessed Inventory (if
         any) the sale of which gave rise to any Account.

    (2)  "Borrowing Base": As of any date of determination, an amount equal to
         the sum of (a) fifty percent (50%) (or such lesser percentage as the
         Administrative Agent may establish from time to time to reflect its
         review of the results of any commercial finance examination and other
         factors as it deems appropriate which in the judgment of the
         Administrative Agent indicates a deterioration of the Borrower's
         financial condition or Inventory) of the lesser of cost or market value
         (determined in accordance with GAAP) of the Borrower's Eligible
         Inventory, minus such reserves as the Administrative Agent may
         reasonably establish, plus (b) seventy-five percent (75%) (or such
         lesser percentage as the Administrative Agent may establish from time
         to time to reflect its review of the results of any commercial finance
         examination and other factors as it deems appropriate which in the
         judgment of the Administrative

                                       6
<PAGE>

         Agent indicates a deterioration of the Borrower's financial condition
         or Accounts) of the face amount of the Borrower's Eligible Accounts,
         plus (c) the Overadvance, plus (d) the Temporary A/R O/A.

(3)      "Eligible Accounts":  Those of the Borrower's Accounts in which the
         Administrative Agent and the Lenders have a valid and perfected first
         priority security interest and which the Administrative Agent deems
         eligible for borrowing, but excluding, without limitation, each of the
         following Accounts:

                         (a) Any Account which has been outstanding for more
                    than ninety (90) days from its invoice date.

                         (b) Any Account which is owed by any account debtor if
                    twenty-five percent (25%) or more of the Accounts due from
                    such account debtor exceed the limitations on eligibility
                    described in Subparagraph (a), above.

                         (c) Any Account to the extent that the subject account
                    debtor claims any offset or contra or is otherwise disputed.

                         (d) Any Account as to which the principal place of
                    business of the subject account debtor is not within the
                    United States of America unless such Account is supported by
                    a letter of credit from a financial institution and
                    otherwise on terms acceptable to the Administrative Agent..

                         (e) Any Account which arises out of any sale made on a
                    basis other than upon terms usual to the business of the
                    Borrower.

                         (f) Any Account which is owed by any Subsidiary or
                    other Affiliate of the Borrower.

                         (g) Any Account as to which the account debtor has
                    filed a petition for relief under the Bankruptcy Code or
                    made an assignment for the benefit of creditors; or if any
                    petition or other application for relief under the
                    Bankruptcy Code has been filed against the account debtor;
                    or if the account debtor has failed, suspended its business
                    operations, become insolvent, or suffered a receiver or
                    trustee to be appointed for any of its assets or affairs; or
                    if the account debtor is generally not paying its debts as
                    they become due.

                                       7
<PAGE>

                         (h) Any Account which is on a bill-and-hold, sale and
                    return, sale on approval, consignment, or any other
                    repurchase or return basis.

                         (i) Any Account as to which the Administrative Agent
                    believes the collection of such Account is insecure or that
                    such Account may not be paid by reason of the account
                    debtor's financial inability to pay.

                         (j) Any Account as to which the account debtor is the
                    United States of America or any department, agency, or
                    instrumentality thereof.

(4)  "Eligible Inventory":  Such of the Borrower's inventory (other than
     packaging, advertising, shipping materials, supplies, and work-in-process)
     in which the Administrative Agent and the Lenders have a valid and
     perfected first priority security interest, which is not obsolete or
     unmerchantable, and which the Administrative Agent from time to time deems
     eligible for borrowing in its reasonable discretion.

(5)  "Inventory": "Inventory" as defined in the UCC and also all: (a) goods
     which are leased by a Person as lessor; are held by a Person for sale or
     lease or to be furnished under a contract of service; are furnished by a
     Person under a contract of service; or consist of raw materials, work in
     process, or materials used or consumed in a business; and (b) packaging,
     advertising, and shipping materials related to any of the foregoing.

(6)  "Overadvance": Subject to reduction as required under Section 2.7(b)(ii)
     hereof, the following amounts for the periods indicated:

<TABLE>
<CAPTION>

Period                                                   Overadvance
-------------------------------------------------------------------------
<S>                                                 <C>
Through December 30, 2001                                   $6,578,081.00
-------------------------------------------------------------------------
December 31, 2001 through March 30, 2002                    $5,578,081.00
-------------------------------------------------------------------------
March 31, 2002 through April 30, 2002                       $4,578,081.00
-------------------------------------------------------------------------
From and after May 1, 2002                                  $           0
-------------------------------------------------------------------------
</TABLE>

                                       8
<PAGE>

(7)  "Restructuring Costs": Costs and expenses incurred by the Borrower in
     connection with or pursuant to Limited Waiver and Amendment No. 4 for
     amendment fees, appraisal fees, consultant fees, commercial finance
     examination fees, and attorney's fees.

(8)  "Temporary A/R O/A": At any time of calculation, an amount equal to the
     lesser of (a) $2,000,000.00 or (b) (i) the difference between (A)
     $8,600,000.00 and (B) the "Advances against Eligible Accounts" reflected on
     Line 5 of the Borrowing Base Certificate minus (ii) any increase after
     March 31, 2001 in the "Advances against Eligible Accounts" reflected on
     Line 5 of the Borrowing Base Certificate, provided that any reduction in
     the Temporary A/R O/A from that existing as of March 31, 2001 by virtue of
     an increase after March 31, 2001 in the "Advances against Eligible
     Accounts" shall be a permanent reduction and the Temporary A/R O/A shall
     not thereafter be increased.

(9)  "UCC": The Uniform Commercial Code in effect from time to time under the
     laws of the State of New Jersey.

b.  Amendments to Section 2.    The provisions of Section 2 of the Credit
    Agreement are hereby amended as follows:

i.  The provisions of Section 2.1(a) are hereby deleted in their entirety and
    the following substituted in their stead:

               (a)   Commencing April 24, 2001 and thereafter during the
               remainder of the Commitment Period, subject to the terms and
               conditions hereof, each Lender severally agrees to make revolving
               credit loans ("Revolving Loans") to the Borrower from time to
               time for the purposes hereinafter set forth; provided, however,
               that (i) with regard to each Lender individually, the sum of such
               Lender's share of outstanding Revolving Loans plus such Lender's
               LOC Commitment Percentage of LOC Obligations shall not exceed
               such Lender's Revolving Committed Amount, and (ii)with regard to
               the Lenders collectively, the sum of the aggregate amount of
               outstanding Revolving Loans plus LOC Obligations shall not exceed
               the lesser of (x) $20,125,530.00 (as such aggregate maximum
               amount may be reduced from time to time as provided herein, the
               "Revolving Committed Amount"), or (y) the Borrowing Base.
               Revolving Loans may be repaid and reborrowed in accordance with
               the provisions hereof.

ii.  The provisions of Section 2.1(c) are hereby amended by adding the

                                       9
<PAGE>

following additional sentences at the beginning thereof :

                    The principal balance of the Revolving Loans shall be repaid
                    on April 12, 2001 by an amount equal to the Borrower's then
                    cash and cash equivalents.  The amounts so repaid may,
                    subject to the terms hereof, be reborrowed. Thereafter,
                    commencing April 24, 2001, the Borrower shall cause all
                    amounts deposited in the accounts described in Section 5.20
                    hereof (other than no more than $50,000.00 which may remain
                    in the deposit account established with any institution
                    which has executed and delivered a blocked account agreement
                    with the Administrative Agent pursuant to said Section 5.20)
                    to be transferred daily to such account as the
                    Administrative Agent may direct for application to the then
                    outstanding Revolving Loans; any amounts so applied to the
                    Revolving Loans may, subject to the other terms of this
                    Agreement, be reborrowed.

iii.  Elimination of LIBOR Rate Loans. The Credit Agreement is hereby amended to
      provide that from and after the date hereof, the Borrower shall not be
      entitled to elect to have any portion of the Loans bear interest by
      reference to the LIBOR Rate. Rather all Loans shall be Base Rate Loans.
      Any existing LIBOR Rate Loans shall immediately convert to Base Rate Loans
      and the Borrower shall pay `breakage costs", in accordance with the
      provisions of Section 2.15 of the Credit Agreement, for any Loans which
      are converted to Base Rate Loans on a day other than the last day of an
      Interest Period.

iv.   The provisions of Section 2.2(b) with respect to periods after March 31,
      2001 are hereby deleted in their entirety and the following substituted in
      their stead:

<TABLE>
<CAPTION>

      -----------------------------------------------------------------------------------------
      Payment Date                                                    Principal Payment
      -----------------------------------------------------------------------------------------
<S>                                                      <C>


      April 30, 2001 and the last day of each month              $416,667.00
      thereafter until the Termination Date

      Termination Date                                         Entire Outstanding Balance
      -----------------------------------------------------------------------------------------
</TABLE>

v.    The provisions of Section 2.3(a) are hereby amended

(1)  by deleting clause (i) of the proviso and substituting the following in its
     stead:

                                       10
<PAGE>

                    (i) the aggregate amount of LOC Obligations shall not exceed
                    $5,625,530.06 (the "LOC Committed Amount")

             (2)    by deleting clause (ii)

of the proviso and substituting the following in its stead:

                    (ii) the sum of the aggregate amount of Revolving Loans plus
                    LOC Obligations shall not at any time exceed the lesser of
                    the Revolving Committed Amount or the Borrowing Base then in
                    effect;

vi.  The provisions of Section 2.6(b) are hereby deleted in their entirety and
the following substituted in their stead:

                    (b) Upon the occurrence of an Event of Default, at the
                    election of the Lenders, all Obligations shall bear interest
                    at a rate per annum which is two percent (2%) in excess of
                    the rate which otherwise would be applicable thereto (as
                    well as after and before judgment).

vii.  The provisions of Section 2.7(a) are hereby amended by deleting the
      proviso in the first sentence thereto and substituting the following in
      its stead:

                    provided that after giving effect to any such voluntary
                    reduction, the sum of the Revolving Loans and LOC
                    Obligations then outstanding shall not exceed the lesser of
                    the Aggregate Revolving Committed Amount, as reduced or the
                    Borrowing Base then in effect.

viii. The provisions of Section 2.7(b)(i) are hereby deleted in their entirety
      and the following substituted in their stead:

                    (i) Net Sales Proceeds.  The Borrower shall make a
                    prepayment of the Loans in an amount equal to 100% of the
                    Net Sales Proceeds

                    from Asset Dispositions.  Any such required prepayment of
                    Net Sales Proceeds shall be made on the date of receipt
                    thereof by the Borrower and shall be applied, first, to the
                    outstanding principal balance on the Term Loan (in inverse
                    order of maturity) and second, to the outstanding principal
                    balance of the Revolving Loans and (after all Revolving
                    Loans have been repaid) to a cash collateral account in
                    respect of LOC Obligations.

ix.   The provisions of Section 2.7(b)(ii) are hereby deleted in their entirety
      and the following substituted in their stead:

                                       11
<PAGE>

                    (ii) Excess Cash Flow.  On the date 60 days after the end of
                    each fiscal quarter, commencing with the fiscal quarter
                    ending June 30, 2001, the Borrower shall make a prepayment
                    of the Loans in an amount equal to one hundred percent
                    (100%) of Excess Cash Flow in excess of $250,000.00 for the
                    immediately preceding fiscal quarter.  Any such prepayment
                    of Excess Cash Flow shall be applied FIRST to the
                    Overadvance in permanent reduction thereof, and SECOND,
                    after the Overadvance has been repaid in full to the
                    outstanding principal balance of the Term Loan (in inverse
                    order of maturity).

x.  The provisions of Section 2.7(b)(iii) are hereby deleted in their entirety
    and the following substituted in their stead:

                    (iii) Debt Issuance; Equity Transaction.  Immediately upon
                    receipt by the Borrower of net cash proceeds from any Debt
                    Issuance (other than any Debt Issuance relating to
                    Indebtedness permitted by  Section 6.1) or Equity
                    Transaction (other than any Equity Transaction relating to
                    the exercise of employee stock options in the ordinary
                    course of business), the Borrower shall make a prepayment of
                    the Loans in an amount equal to one hundred percent (100%)
                    of such proceeds.  Any such prepayments shall be applied,
                    first, to the outstanding principal balance on the Term Loan
                    (in inverse order of maturity) and second, to the
                    outstanding principal balance of the Revolving Loans and
                    (after all Revolving Loans have been repaid) to a cash
                    collateral account in respect of LOC Obligations.

xi.  The first sentence of Section 2.7(b)(iv) are hereby deleted in their
     entirety and the following substituted in their stead:

                    If, at any time, the aggregate amount of Revolving Loans and
                    LOC Obligations then outstanding shall exceed the lesser of
                    the Aggregate Revolving Committed Amount, as reduced from
                    time to time or the Borrowing Base then in effect, the
                    Borrower shall immediately make payment on the Revolving
                    Loans in an amount sufficient to eliminate the excess and
                    (after all Revolving Loans have been repaid) cash
                    collateralize the LOC Obligations, in an amount sufficient
                    to eliminate such excess.

xii.  Section 2.7(b) is hereby amended by adding the following new subsection:

                    (v) The aggregate Revolving Committed Amount shall be
                    reduced by the following amounts at the following times:

                                       12
<PAGE>

<TABLE>
<CAPTION>

Date                                                                     Reduction
----------------------------------------------------------------------------------------
<S>                                                                <C>
December 31, 2001                                                          $1,000,000.00
----------------------------------------------------------------------------------------
March 31, 2002                                                             $1,000,000.00
----------------------------------------------------------------------------------------
April 30, 2002                                                             $1,000,000.00
----------------------------------------------------------------------------------------
</TABLE>


xiii.  The provisions of Section 2.8(a) are hereby amended

       (1)  by deleting the word "quarter" wherever it appears in the first
            sentence and substituting the word "month" in its stead.

       (b)  by deleting the last sentence in its entirety and substituting the
            following therefor:

                         The Commitment Fee shall be payable monthly in arrears
                         on the last Business Day of each month and on the
                         Termination Date.

xiv. The provisions of Section 2.8(b) are hereby deleted in their entirety and
     the following substituted in their stead:

                    (b) Letter of Credit Fee.  In consideration of the LOC
                    Commitments, the Borrower agrees to pay to the Agent (for
                    the ratable benefit of the Lenders) a fee (the "Letter of
                    Credit Fee") equal to three and one-half percent (3.50%) per
                    annum calculated on the average daily maximum amount
                    available to be drawn under each Letter of Credit from the
                    date of issuance to the date of expiration thereof.  The
                    Agent shall promptly pay to the Lenders their pro rata
                    portion of the Letter of Credit Fee.  The Letter of Credit
                    Fee shall be payable monthly in arrears on the last Business
                    Day of each month and on the Termination Date.

xv.  The provisions of Section 2.8(c) are hereby amended by deleting the second
     sentence thereof in its entirety and substituting the following in its
     stead:

                    The fronting fee shall be payable monthly in arrears on the
                    last Business Day of each month and on the Termination Date.

                                       13
<PAGE>

xvi.  The provisions of Section 2.8 are hereby amended by adding the following
       new subsection:

                    (d) Amendment Fees.  On or before April 12, 2001, in
                    consideration of the Lenders' entering into the Limited
                    Waiver and Amendment of that date, the Borrower shall pay to
                    the Administrative Agent for the ratable benefit of the
                    Lenders an amendment fee in the sum of $90,000.00.  The
                    amendment fee is fully earned and is not subject to refund
                    or rebate under any circumstances. In addition, on October
                    1, 2001, unless all Obligations have been repaid in full,
                    all LOC Obligations cash collateralized to the satisfaction
                    of the Administrative Agent, and all Commitments of the
                    Lenders terminated, the Borrower shall pay a supplemental
                    amendment fee to the Administrative Agent for the ratable
                    benefit of the Lenders in an amount equal to two percent
                    (2.00%) of the sum of the Aggregate Revolving Committed
                    Amount and the principal balance of the Term Loan
                    immediately, in each case determined after giving effect to
                    the Limited Waiver and Amendment No. 4, provided that if the
                    Lenders shall have received a prepayment of the Term Loan in
                    the principal amount of at least $10,000,000.00 (in addition
                    to regularly scheduled installments) prior to October 1,
                    2001, the supplemental amendment fee shall be in an amount
                    equal to two percent (2.00%) of the sum of the Aggregate
                    Revolving Committed Amount and the principal balance of the
                    Term Loan, in each case as in effect on October 1, 2001. The
                    supplemental amendment fee is also fully earned and shall
                    not be subject to refund or rebate under any circumstances
                    except as provided in the preceding sentence.

c.  Amendments to Section 5.  The provisions of Section 5 of the Credit
    Agreement are hereby amended as follows:

    i.  The provisions of Section 5.1(c) are hereby deleted in their entirety
        and the following substituted in their stead:

                    (c) Annual Budget Plan.  As soon as available, but in any
                    event no more than 30 days prior to the end of each fiscal
                    year, a copy of the detailed annual budget or plan for the
                    next fiscal year set out by fiscal month, in form and detail
                    reasonably acceptable to the Administrative Agent and the
                    Majority Lenders, together with a summary of the material
                    assumptions made in the preparation of the budget or plan;

                                       14
<PAGE>

ii.  The provisions of Section 5.1 are hereby amended by adding the following
     new subparagraphs:


                    (d) Monthly Statements.  On or before the 15th day of each
                    month, (i) a balance sheet, income statement, and cash flow
                    statement for the immediately preceding month, prepared on a
                    consolidated basis, each of which shall include a comparison
                    of the actual results to the Borrower's budgeted
                    projections, and (ii) an accounts receivable aging and
                    inventory report.

                    (e) Weekly Projections.  On or before Wednesday of each
                    week, a rolling weekly cash flow projection, prepared on a
                    consolidated basis, for the subsequent thirteen week period.

                    (f) Borrowing Base Certificates.  On or before Wednesday of
                    each week, a Borrowing Base Certificate satisfactory in form
                    and substance to the Administrative Agent as of the end of
                    the immediately preceding week.

iii. The provisions of Section 5.1 are hereby amended by adding the following
     at the end thereof:

                    All financial information furnished pursuant to this Section
                    5.1 or otherwise under this Agreement shall be certified by
                    an Authorized Signatory as being true, accurate, and
                    complete.

iv.  The provisions of Section 5.2(b) are hereby amended be adding the words
     "and 5.1(d)" after the words "and 5.1(b)" in the second line thereof.

v.   The provisions of Section 5.6 are hereby amended by deleting the words "(at
     the Borrower's expense after the occurrence of a Default of Event of
     Default)" in the fourth and fifth lines thereof and substituting the words
     "(at the Borrower's expense whether or not a Default of Event of Default
     has occurred)" in their stead. The Administrative Agent shall furnish the
     Borrower with an estimate of all such costs and expenses as soon as
     reasonably practicable prior to the incurrence thereof.

vi.  The provisions of Section 5.8 are hereby amended by adding the following
     new subparagraph:

                    (d) Permit the Administrative Agent and the Lenders to
                    undertake environmental site assessments of the Borrower's
                    properties (at the

                                       15
<PAGE>

                    Borrower's expense whether or not a Default of Event of
                    Default has occurred) at such times, with such frequency
                    and, by Persons acceptable to the Administrative Agent and
                    the Lenders; and to reasonably cooperate with, and furnish
                    assistance to such Persons performing such site assessments.

vii.  The provisions of Section 5.9 are hereby deleted in their entirety for all
      periods from and after December 31, 2000 and the following substituted in
      their stead:

               (a) Leverage Ratio.  The Borrower will maintain, as of the end of
               each fiscal quarter shown, a Leverage Ratio of not greater than:

<TABLE>
<CAPTION>

Period                                                       Ratio
-----------------------------------------------------------------------
<S>                                                      <C>

March 31, 2001                                                 4.75:1.0
-----------------------------------------------------------------------
June 30, 2001                                                  4.50:1.0
-----------------------------------------------------------------------
September 30, 2001                                             4.25:1.0
-----------------------------------------------------------------------
December 31, 2001                                              2.50:1.0
-----------------------------------------------------------------------
</TABLE>

               The required Leverage Ratios for quarters ending after December
               31, 2001 shall be established by the Administrative Agent based
               upon the annual budget to be furnished pursuant to Section 5.1(c)
               hereof.

               (b) Consolidated EBITDA.  The Borrower will achieve Consolidated
               EBITDA, calculated on a cumulative basis, of at least the
               following amounts for the periods indicated:

<TABLE>
<CAPTION>

Period                                             Minimum Cumulative
                                                  Consolidated EBITDA
------------------------------------------------------------------------
<S>                                             <C>
Quarter ending March 31, 2001                                $ 2,200,000
------------------------------------------------------------------------
Two quarters ending June 30, 2001                            $ 4,075,000
------------------------------------------------------------------------
Three quarters ending September 30, 2001                     $ 6,165,000
------------------------------------------------------------------------
Four quarters ending December 31, 2001                       $13,020,000
------------------------------------------------------------------------
Five quarters ending March 31, 2002                          $15,000,000
------------------------------------------------------------------------
</TABLE>

                                       16
<PAGE>

               (c) Capital Expenditures.  The Borrower and its Subsidiaries
               shall not make Capital Expenditures, calculated on a cumulative
               basis, in excess of the following amounts for the periods
               indicated:


<TABLE>
<CAPTION>

Period                                             Maximum Cumulative
                                                  Capital Expenditures
------------------------------------------------------------------------
<S>                                             <C>

Quarter ending March 31, 2001                                 $  250,000
------------------------------------------------------------------------

Two quarters ending June 30, 2001                             $  750,000
------------------------------------------------------------------------

Three quarters ending September 30, 2001                      $1,250,000
------------------------------------------------------------------------
Four quarters ending December 31, 2001                        $2,500,000
------------------------------------------------------------------------
Five quarters ending March 31, 2002                           $3,000,000
------------------------------------------------------------------------
</TABLE>

viii. The provisions of Section 5.13 are hereby amended by deleting the words
      "(except with respect to the Medway Facility)" in the last sentence
      thereof.

ix.   The provisions of Section 5.15 are hereby amended by adding the following
      at the end thereof:

               Without limiting the foregoing, on or before April 23, 2001, the
               Borrower and the Guarantors shall (a) deliver, or cause to be
               delivered, to the Administrative Agent such landlord's and
               warehouseman's waivers as the Administrative Agent may request,
               and (b) cause to be filed appropriate UCC financing statements at
               all locations where goods of the Borrower and/or Guarantors are

                                       17
<PAGE>

               on consignment. The Borrower warrants and represents that all
               locations of the Borrower and Guarantors or where any property of
               the Borrower or Guarantors is located are set forth on Exhibit A
               to the Limited Waiver and Amendment No. 4.

x.  The provisions of Section 5 are hereby amended by adding the following new
    sections:

                    5.18   ENGAGEMENT OF CONSULTANTS.

                    (a)  On or before April 12, 2001, engage a business
                    consultant reasonably acceptable to the Lenders to provide
                    financial and business assistance to the Borrower and
                    Guarantors (including, without limitation to review, and
                    assist the Borrower in the preparation of, its business
                    plan).  The Borrower shall furnish the Administrative Agent
                    with a copy of the engagement letter with such Person and
                    the terms and scope of employment of such Person shall be
                    reasonably acceptable to the Lenders.  Without limiting the
                    foregoing, the engagement shall authorize the manager or
                    consultant to communicate directly with the Lenders and to
                    furnish the Lenders with such information as they may
                    reasonably request.

                    (b)  Without limiting the provisions of Sections 5.6,
                    5.18(a), and 9.5 of the Credit Agreement, the Administrative
                    Agent and the Lenders may engage a consultant (at the
                    Borrower's expense whether or not a Default of Event of
                    Default has occurred) to assist the Administrative Agent and
                    the Lenders in the review of the Borrower's and the
                    Guarantors' business plan, projections, results of
                    operations and such other matters as the Administrative
                    Agent and the Lenders may require.  The Borrower shall, and
                    shall cause the Guarantors to, reasonably cooperate with any
                    such consultant.

                    5.19     APPRAISALS.

                    Permit the Administrative Agent and the Lenders to undertake
                    appraisals of the Borrower's properties (at the Borrower's
                    expense whether or not a Default or Event of Default has
                    occurred), at such times, with such frequency and, by
                    Persons acceptable to the Administrative Agent and the
                    Lenders; and to reasonably cooperate with, and furnish
                    assistance to such Persons performing such appraisals.

                                       18
<PAGE>

                    5.20   CASH MANAGEMENT

                    Maintain all deposit accounts of the Borrower and the
                    Guarantors solely with a Lender or with a financial
                    institution which has executed and delivered to the
                    Administrative Agent a blocked account agreement the terms
                    of which are satisfactory to the Administrative Agent (such
                    blocked account agreement to permit an amount not to exceed
                    $50,000.00 to be maintained in each such blocked account);
                    and deposit, or cause to be deposited, all cash receipts
                    solely into an account maintained in accordance with the
                    provisions of this Section; provided that an Event of
                    Default shall not be deemed to have arisen hereunder by
                    virtue of the Borrower's and the Guarantors' failure to have
                    complied with the foregoing requirements if, (x) by April
                    30, 2001, the Borrower and the Guarantors shall have either
                    closed all deposit accounts not maintained with a Lender
                    and/or delivered such blocked account agreements to the
                    Administrative Agent, and (y) pending the satisfaction of
                    the provisions of clause (x), the amounts maintained in each
                    deposit account not maintained with a Lender do not exceed
                    $50,000.00 at any time.  Notwithstanding the foregoing, the
                    Borrower may maintain a payroll account (specifically so
                    designated and to be used for no other purpose) for its
                    Owatonna, Minnesota facility and may maintain a balance
                    therein for the then current payroll expense.

d.   Amendments to Section 6.  The provisions of Section 6 of the Credit
     Agreement are hereby amended as follows:

     i.  The provisions of Section 6.1 of the Credit Agreement are hereby
         amended:

         (1) to add the words "except that no such Indebtedness may be incurred
             from April 12, 2001 through the Termination Date" at the end of
             clauses (g) and (h) thereof.

         (2) to delete the provisions of clause (d) thereof and substitute the
             following in its stead:

                    (d) Capital Leases for the financing of equipment which,
                    together with other Capital Expenditures made or incurred,
                    do not result in a breach of the provisions of Section
                    5.9(c) hereof.

     ii. The provisions of Section 6.2 of the Credit Agreement are hereby
         amended to add the words "provided that no Permitted Liens pursuant to
         clauses (iii) or (x) of the definition of Permitted Liens may be
         granted or

                                       19
<PAGE>

          arise from April 12, 2001 through the Termination Date" at the end
          thereof.

     iii. The provisions of Section 6.5(a) of the Credit Agreement are hereby
          amended to add the words "provided that no transaction described in
          clauses (a)(ii) or (a) (iv) may be consummated or agreed to from April
          12, 2001 through the Termination Date" immediately prior to the last
          sentence of Section 6.5(a).

     iv.  The provisions of Section 6.5(b) of the Credit Agreement are
          hereby amended to add the words "provided that no transaction
          described in clauses (b)(iii) or (b)(v) may be consummated or agreed
          to from April 12, 2001 through the Termination Date" at the end of
          said Section 6.5(b).

     v.   The provisions of Section 6.11 are hereby amended by deleting
          clause (iii) in its entirety.

e.   Miscellaneous Amendments.

     i.   The provisions of Section 8.9 are hereby amended to delete (A) the
          words "which successor agent shall be approved by the Borrower" in the
          fifth and sixth lines thereof, and (B) the words "with the approval of
          the Borrower" in the eighth line thereof.

     ii.  The provisions of Section 9.2 are hereby amended to modify the
          Person to whom notices are to be furnished at the Administrative Agent
          to read:

                    Attn:   Ron Ferguson
                    Telecopier:(704) 383-6249
                    Telephone: (704) 374-4560

     iii. The provisions of Section 9.5 are hereby amended to delete the words
          "in an amount not to exceed $40,000" at the end of subparagraph (a)
          thereof.

      iv. The provisions of Section 9.6(c) are hereby amended to delete the
          words "and, so long as no Event of Default has occurred and is
          continuing, with the consent of the Borrower" in the third fourth
          lines thereof.

       v. Schedule 2.1(a) is hereby deleted in its entirety and a new
          Schedule 2.1(a) reflecting the reduced Commitments of the Lenders
          shall be substituted in its stead.

6.  CONDITIONS TO EFFECTIVENESS. This Limited Waiver and Amendment No. 4shall
not be effective until each of the following conditions precedent have been
fulfilled to the

                                       20
<PAGE>

satisfaction of the Administrative Agent and the Lenders:

a.  This Limited Waiver and Amendment No. 4 shall have been duly executed and
    delivered by the respective parties hereto and shall be in form and
    substance satisfactory to the Administrative Agent and each of the Lenders.

b.  All action on the part of the Borrower and each Guarantor necessary for the
    valid execution, delivery and performance by the Borrower and each Guarantor
    of this Limited Waiver and Amendment No. 4 shall have been duly and
    effectively taken and evidence thereof satisfactory to the Administrative
    Agent and the Lenders shall have been provided to the Administrative Agent
    and each of the Lenders.

c.  The Borrower shall have paid to the Administrative Agent and Lenders all
    expenses (including reasonable attorneys fees, appraisal fees, environmental
    site assessment fees, and commercial finance examination fees) and other
    amounts then due and owing pursuant to this Limited Waiver and Amendment No.
    4 and the Credit Documents for which invoices have been presented as of the
    date of execution hereof.

d.  The Administrative Agent shall have received, and there shall have been
    filed and recorded, a mortgage or deed of trust on the Borrower's real
    property in Owatonna, Minnesota granting a first priority Lien thereon to
    secure the Obligations, in form and substance satisfactory to the
    Administrative Agent.

e.  Except for the Existing Defaults, no Default or Event of Default shall have
    occurred and be continuing.

f.  The Borrower and the Guarantors shall have provided such additional
    instruments and documents to the Administrative Agent and the Lenders as the
    Administrative Agent and the Administrative Agent's counsel may have
    reasonably requested.

7.  GENERAL.

a.  This Limited Waiver and Amendment No. 4 shall be binding upon the Borrower
    and the Guarantors and their respective successors and assigns and shall
    enure to the benefit of the Administrative Agent, the Lenders, and their
    respective successors and assigns.

b.  Any determination that any provision of this Limited Waiver and Amendment
    No. 4 or any application thereof is invalid, illegal, or unenforceable in
    any respect in any instance shall not affect the validity, legality, or
    enforceability of such provision in any other instance, or the validity,
    legality, or enforceability of any other provision of this Limited Waiver
    and Amendment No. 4.

                                       21
<PAGE>

c.  No delay or omission by the Administrative Agent or any Lender in exercising
    or enforcing any of its rights and remedies shall operate as, or constitute,
    a waiver thereof. No waiver by the Administrative Agent or any Lender of any
    of its rights and remedies on any one occasion shall be deemed a waiver on
    any subsequent occasion, nor shall it be deemed a continuing waiver.

d.  This Limited Waiver and Amendment No. 4 and all other documents,
    instruments, and agreements executed in connection herewith incorporate all
    discussions and negotiations among the Borrower, the Guarantors, the
    Administrative Agent and the Lenders, either express or implied, concerning
    the matters included herein and in such other instruments, any custom,
    usage, or course of dealings to the contrary notwithstanding. No such
    discussions, negotiations, custom, usage, or course of dealings shall limit,
    modify, or otherwise affect the provisions hereof. No modification,
    amendment, or waiver of any provision of this Limited Waiver and Amendment
    No. 4 or of any provision of any other agreement between the Borrower, the
    Guarantors, the Administrative Agent or any Lender shall be effective unless
    executed in writing by the party to be charged with such modification,
    amendment and waiver.

e.  Except as modified hereby, all terms and conditions of the Credit Agreement
    and the other Credit Documents remain in full force and effect and the
    Borrower and Guarantors shall continue to comply therewith.

f.  This Limited Waiver and Amendment No. 4 shall be deemed to constitute a
    "Credit Document" for all purposes under the Credit Agreement.

g.  The Borrower makes the following waiver knowingly, voluntarily, and
    intentionally, and understands that the Administrative Agent and the
    Lenders, in entering into this Limited Waiver and Amendment No. 4, are
    relying thereon. THE BORROWER AND EACH GUARANTOR, TO THE EXTENT OTHERWISE
    ENTITLED THERETO, HEREBY IRREVOCABLY WAIVES ANY PRESENT OR FUTURE RIGHT OF
    THE BORROWER OR ANY SUCH GUARANTOR TO A JURY IN ANY TRIAL OF ANY CASE OR
    CONTROVERSY IN WHICH THE ADMINISTRATIVE AGENT OR ANY LENDER IS OR BECOMES A
    PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE
    ADMINISTRATIVE AGENT OR ANY LENDER OR IN WHICH THE ADMINISTRATIVE AGENT OR
    ANY LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES
    OUT OF, OR IS IN RESPECT OF, ANY RELATIONSHIP BETWEEN THE BORROWER, ANY
    GUARANTOR OR ANY SUCH PERSON AND THE ADMINISTRATIVE AGENT OR ANY LENDER.

h.  The Borrower and each Guarantor shall execute such instruments and documents

                                       22
<PAGE>

    as the Administrative Agent and the Lenders may from time to time request in
    connection with the Credit Agreement and the other Credit Documents, this
    Agreement and the arrangements contemplated hereby.

  It is intended that this Agreement take effect as a sealed instrument.

                              CYBEX INTERNATIONAL, INC.

                              By          s/ John Aglialoro
                                     ---------------------------

                              Print Name:  John Aglialoro
                                          --------------------------

                              Title:      Chairman
                                     ---------------------------------


                              EAGLE PERFORMANCE SYSTEMS, INC.


                              By          s/ John Aglialoro
                                     ---------------------------

                              Print Name:  John Aglialoro
                                          --------------------------

                              Title:      Chairman
                                     ---------------------------------


                              GENERAL MEDICAL EQUIPMENT, LTD.


                              By          s/ John Aglialoro
                                     ---------------------------

                              Print Name:  John Aglialoro
                                          --------------------------

                              Title:      Chairman
                                     ---------------------------------


                              LUMEX BED SYSTEMS, INC.


                              By          s/ John Aglialoro
                                     ---------------------------

                              Print Name:  John Aglialoro
                                          --------------------------

                              Title:      Chairman
                                     ---------------------------------

                                       23
<PAGE>

                              CYBEX FITNESS GERATE VERTRIEBS, GMBH


                              By          s/ John Aglialoro
                                     ---------------------------

                              Print Name:  John Aglialoro
                                          --------------------------

                              Title:      Chairman
                                     ---------------------------------



                              TECTRIX FITNESS EQUIPMENT, INC.


                              By          s/ John Aglialoro
                                     ---------------------------

                              Print Name:  John Aglialoro
                                          --------------------------

                              Title:      Chairman
                                     ---------------------------------


AGREED AND ACCEPTED BY

FIRST UNION NATIONAL BANK

By:    s/ Ron R. Ferguson
       ------------------

Print Name:   Ron R. Ferguson
            -----------------

Title:  Senior Vice President
       ----------------------

FLEET NATIONAL BANK

By:   s/ Kevin M. Behan
      ------------------------

Print Name:   Kevin M. Behan
             ---------------

Title: Vice President
       -----------------

                                       24
<PAGE>

FIRST UNION NATIONAL BANK, AS ADMINISTRATIVE AGENT

By:   s/  Ron R. Ferguson
    ---------------------

Print Name:    Ron R. Ferguson
             --------------------

Title:  Senior Vice President
        ---------------------

                                       25
<PAGE>

                                   SCHEDULE 1

                           Existing Events of Default


Failure to comply with Sections 5.9(a), 5.9(b), and 5.9(c) of the Credit
Agreement as of December 31, 2000.

                                       26
<PAGE>

                                   SCHEDULE 2

                           Existing Letters of Credit


Letter of Credit in the amount of $2,772,106.00

Letter of Credit in the amount of $2,553,424.06

                                       27