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                                                                   Exhibit 10.22


                              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
          with such transaction and to receive in respect thereof a fee of up to
          one half (1/2) the fee otherwise payable to Bain pursuant to this
          Section, such fee of Credit Suisse First Boston to reduce such fee
          otherwise payable to Bain under this section but not by more than
          one-half (1/2) of such fee otherwise payable to Bain.




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          Each payment made pursuant to this Section 2 shall be paid by wire
          transfer of immediately available federal funds to the account
          specified on Schedule 1 hereto, or to such other account(s) as Bain
          may specify to the Company in writing prior to such payment.

3.  Term.  This Agreement shall commence on the Closing Date and continue in
    full force and effect, unless and until terminated by mutual consent of the
    parties, for so long as Bain (or any successor or permitted assign, as the
    case may be) continues to carry on the business of providing services of the
    type described in Section 1; provided, however, that (a) either party may
    terminate this Agreement following a material breach of the terms of this
    Agreement by the other party hereto and a failure to cure such breach within
    30 days following written notice thereof and (b) Bain may terminate this
    Agreement upon not less than 60 days written notice to the Company; and
    provided further that each of (x) the obligations of the Company under
    Section 4, (y) any and all accrued and unpaid obligations of the Company
    owed under Section 2 and (z) the provisions of Section 7 shall survive any
    termination of this Agreement to the maximum extent permitted under
    applicable law.


4.  Expenses; Indemnification.

    (a)   Expenses.  The Company agrees to pay on demand all expenses  incurred
          by Bain, the Bain Funds and Bain Capital, Inc. (or any of them) in
          connection with this Agreement, the Restructuring and such other
          transactions and all operations hereunder or in respect of the Equity
          Investments or otherwise incurred in connection with the Restructuring
          or the Company, including but not limited to (i) the fees and
          disbursements of: (A) Ropes & Gray, special counsel to Bain Capital,
          Inc. and the Bain Funds, (B) PricewaterhouseCoopers LLP, accountant to
          Bain Capital, Inc. and the Bain Funds and (C) any other consultants or
          advisors retained by Bain, Bain Capital, Inc., the Bain Funds or
          either of the parties identified in clauses (A) and (B) arising in
          connection therewith (including but not limited to the preparation,
          negotiation and execution of this Agreement and any other agreement
          executed in connection herewith or in connection with the
          Restructuring, the Senior Financing or the consummation of the other
          transactions contemplated hereby (and any and all amendments,
          modifications, restructurings and waivers, and exercises and
          preservations of rights and remedies hereunder or thereunder) and the
          operations of the Company) and (ii) any out-of-pocket expenses
          incurred by Bain, the Bain Funds and Bain Capital, Inc. (or any of
          them) in connection with the provision of services hereunder or the
          attendance at any meeting of the board of directors (or any committee
          thereof) of the Company or any of its affiliates.

    (b)   Indemnity and Liability.  In  consideration of the execution and
          delivery of this Agreement by Bain and the provision of the Equity
          Investments by the Bain Funds, the Company hereby agrees to indemnify,
          exonerate and hold each of Bain, Bain Capital, Inc. and each Bain
          Fund, and each of their respective partners, shareholders, affiliates,
          directors, officers, fiduciaries, employees and agents and each of the
          partners, shareholders, affiliates, directors, officers, fiduciaries,
          employees, agents, advisors and attorneys of each of the foregoing
          (collectively, the "Indemnitees") free and harmless from and against
          any and all actions, causes of action, suits, losses, liabilities and
          damages, and expenses in connection therewith, including without
          limitation attorneys' fees and disbursements (collectively,
          "Liabilities"), incurred by the Indemnitees or any of them as a result
          of, or arising out of, or relating to the Restructuring, the
          execution, delivery, performance, enforcement or existence of this
          Agreement or the transactions contemplated hereby (including but not
          limited to any indemnification obligations assumed or incurred by any
          Indemnitee) or the role or status of any of the foregoing as an
          officer, director or shareholder of ICON, Holdings, IHF Capital, Inc.,
          ICON Fitness Corporation, IHF Holdings, Inc., ICON of Canada, Inc.,
          ICON International Holdings, Inc., Universal Technical Services, or
          JumpKing, Inc. (collectively, the "Indemnified Liabilities") except
          for any such Indemnified Liabilities arising on account of such
          Indemnitee's willful misconduct, and if and to the extent that the
          foregoing undertaking may be unenforceable for any reason, the Company
          hereby agrees to make the maximum contribution to the payment and
          satisfaction of each of the Indemnified Liabilities which is
          permissible under applicable law; provided, however, that the
          Indemnified Liabilities shall not include any losses solely
          attributable to a decrease in value of any equity investment by the
          Bain Funds in Holdings.

5.  Assignment, etc. Except as provided below, neither party shall have the
    right to assign this Agreement. Bain acknowledges that its services under
    this Agreement are unique. Accordingly, any purported assignment by Bain
    (other than as provided below) shall be void. Notwithstanding the foregoing,
    (a) Bain may assign all or part of its rights and obligations hereunder to
    any affiliate of Bain which provides services similar to those called for by
    this Agreement, in which event Bain shall be released of all of its rights
    and obligations hereunder and (b) the provisions hereof for the benefit of
    the Bain Funds shall inure to the benefit of their successors and assigns.

6.  Amendments and Waivers. No amendment or waiver of any term, provision or
    condition of this Agreement shall be effective, unless in writing and
    executed by each of Bain and the Company. No waiver on any one occasion
    shall extend to or effect or be construed as a waiver of any right or remedy
    on any future occasion. No course of dealing of any person nor any delay or
    omission in exercising any right or remedy shall constitute an amendment of
    this Agreement or a waiver of any right or remedy of any party hereto.

7.  Miscellaneous.

    (a)   Choice of Law. This Agreement shall be governed by and construed in
          accordance with the domestic substantive laws of The Commonwealth of
          Massachusetts without giving effect to any choice or conflict of law
          provision or rule that would cause the application of the domestic
          substantive laws of any other jurisdiction.

    (b)   Consent to Jurisdiction. Each of the parties agrees that all actions,
          suits or proceedings arising out of or based upon this Agreement or
          the subject matter hereof shall be brought and maintained exclusively
          in the federal and state courts of The Commonwealth of Massachusetts.
          Each of the parties hereto by execution hereof (i) hereby irrevocably
          submits to the jurisdiction of the federal and state courts in The
          Commonwealth of Massachusetts for the purpose of any action, suit or
          proceeding arising out of or based upon this Agreement or the subject
          matter hereof and (ii) hereby waives to the extent not prohibited by
          applicable law, and agrees not to assert, by way of motion, as a
          defense or otherwise, in any such action, suit or proceeding, any
          claim that it is not subject personally to the jurisdiction of the
          above-

<PAGE>

          named courts, that it is immune from extraterritorial injunctive
          relief or other injunctive relief, that its property is exempt or
          immune from attachment or execution, that any such action, suit or
          proceeding may not be brought or maintained in one of the above-named
          courts, that any such action, suit or proceeding brought or maintained
          in one of the above-named courts should be dismissed on grounds of
          forum non conveniens, should be transferred to any court other than
          one of the above-named courts, should be stayed by virtue of the
          pendency of any other action, suit or proceeding in any court other
          than one of the above-named courts, or that this Agreement or the
          subject matter hereof may not be enforced in or by any of the
          above-named courts. Each of the parties hereto hereby consents to
          service of process in any such suit, action or proceeding in any
          manner permitted by the laws of The Commonwealth of Massachusetts,
          agrees that service of process by registered or certified mail, return
          receipt requested, at the address specified in or pursuant to Section
          9 is reasonably calculated to give actual notice and waives and agrees
          not to assert by way of motion, as a defense or otherwise, in any such
          action, suit or proceeding any claim that service of process made in
          accordance with Section 9 does not constitute good and sufficient
          service of process. The provisions of this Section 7(b) shall not
          restrict the ability of any party to enforce in any court any judgment
          obtained in a federal or state court of The Commonwealth of
          Massachusetts.

    (c)   Waiver of Jury Trial.  TO THE EXTENT NOT  PROHIBITED  BY  APPLICABLE
          LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES,
          AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF,
          DEFENDANT, OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN
          RESPECT OF ANY ISSUE, CLAIM, DEMAND, CAUSE OF ACTION, ACTION, SUIT OR
          PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT
          MATTER HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING
          AND WHETHER IN CONTRACT OR TORT OR OTHERWISE. Each of the parties
          hereto acknowledges that it has been informed by each other party that
          the provisions of this Section 7(c) constitute a material inducement
          upon which such party is relying and will rely in entering into this
          Agreement and the transactions contemplated hereby. Any of the parties
          hereto may file an original counterpart or a copy of this Agreement
          with any court as written evidence of the consent of each of the
          parties hereto to the waiver of its right to trial by jury.

8.  Merger/Entire Agreement. This Agreement contains the entire understanding
    of the parties with respect to the subject matter hereof and supersedes any
    prior communication or agreement with respect thereto, including without
    limitation the Management and Advisory Agreement dated as of November 14,
    1994 between ICON, IHF, IHF Capital, Inc., a Delaware corporation, and Bain
    (the "1994 Management Agreement"); provided, however, that the provisions of
    Section 3.2 of the 1994 Management Agreement shall continue in full force
    and effect and shall survive any termination of this Agreement.

9.  Notice.  All notices, demands, and  communications of any kind which any
    party may require or desire to serve upon any other party under this
    Agreement shall be in writing and shall be served upon such other party and
    such other party's copied persons as specified below by personal delivery to
    the address set forth for it below or to such other address as such party
    shall have specified by notice to each other party or by mailing a copy
    thereof by certified or registered mail, or by Federal Express or any other
    reputable overnight courier service, postage prepaid, with return receipt
    requested, addressed to such party and copied persons at such addresses. In
    the case of service by personal delivery, it shall be deemed complete on the
    first business day after the date of actual delivery to such address. In
    case of service by mail or by overnight courier, it shall be deemed
    complete, whether or not received, on the third day after the date of
    mailing as shown by the registered or certified mail receipt or courier
    service receipt. Notwithstanding the foregoing, notice to any party or
    copied person of change of address shall be deemed complete only upon actual
    receipt by an officer or agent of such party or copied person.

    If to the Company, to it at:

         ICON Health & Fitness, Inc.
         1500 South 1000 West
         Logan, Utah 84321
         Attention: Chief Executive Officer

    with a copy to:

         Bain Capital Partners IV, L.P.
         Two Copley Place, 7th Floor
         Boston, MA 02116
         Attention: Robert C. Gay
                    Ronald P. Mika

    If to Bain, to it at:

         Two Copley Place, 7th Floor
         Boston, MA 02116
         Attention: Robert C. Gay
                    Ronald P. Mika

    with a copy to:

         Ropes & Gray
         One International Place

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         Boston, MA 02110
         Attention: R. Newcomb Stillwell

10. Severability. If in any judicial or arbitral proceedings a court or
    arbitrator shall refuse to enforce any provision of this Agreement, then
    such unenforceable provision shall be deemed eliminated from this Agreement
    for the purpose of such proceedings to the extent necessary to permit the
    remaining provisions to be enforced. To the full extent, however, that the
    provisions of any applicable law may be waived, they are hereby waived to
    the end that this Agreement be deemed to be valid and binding agreement
    enforceable in accordance with its terms, and in the event that any
    provision hereof shall be found to be invalid or unenforceable, such
    provision shall be construed by limiting it so as to be valid and
    enforceable to the maximum extent consistent with and possible under
    applicable law.

11. Disclaimer and Limitation of Liability.

    (a)   Disclaimer.  Bain makes no representations or warranties, express or
          implied, in respect of the services to be provided by it hereunder.

    (b)   Standard of Care. Neither Bain nor any other Indemnitee shall be
          liable to the Company or any of its affiliates for any act, alleged
          act, omission or alleged omission suffered or taken by Bain or any
          other Indemnitee that does not constitute willful misconduct.

    (c)   Freedom to Pursue Opportunities, Etc.  In anticipation that the
          Company and Bain (or one or more affiliates, associated investment
          funds or portfolio companies, or clients of Bain) may engage in the
          same or similar activities or lines of business and have an interest
          in the same areas of corporate opportunities, and in recognition of
          the benefits to be derived by the Company from the services to be
          provided under this Agreement and in recognition of the difficulties
          which may confront any advisor who desires and endeavors fully to
          satisfy such advisor's duties in determining the full scope of such
          duties in any particular situation, the provisions of this clause (c)
          are set forth to regulate, define and guide the conduct of certain
          affairs of the Company as they may involve Bain. Except as Bain may
          otherwise agree in writing after the date hereof:

          (i)    Bain shall have the right to, and shall have no duty
                 (contractual or otherwise) not to, directly or indirectly: (A)
                 engage in the same or similar business activities or lines of
                 business as the Company, including those competing with the
                 Company and (B) do business with any client or customer of the
                 Company;

          (ii)   Neither Bain nor any officer, director, employee, partner,
                 affiliate or associated entity thereof shall be liable to the
                 Company or its affiliates for breach of any duty (contractual
                 or otherwise) by reason of any such activities of or of such
                 person's participation therein; and

          (iii)  In the event that Bain acquires knowledge of a potential
                 transaction or matter that may be a corporate opportunity for
                 both the Company and Bain or any other person, Bain shall have
                 no duty (contractual or otherwise) to communicate or present
                 such corporate opportunity to the Company and, notwithstanding
                 any provision of this Agreement to the contrary, shall not be
                 liable to the Company or its affiliates for breach of any duty
                 (contractual or otherwise) by reason of the fact that Bain
                 directly or indirectly pursues or acquires such opportunity for
                 itself, directs such opportunity to another person, or does not
                 present such opportunity to the Company.

    (d)   Limitation of Liability. In no event will either party hereto be
          liable to the other for any indirect, special, incidental or
          consequential damages, including lost profits or savings, whether or
          not such damages are foreseeable, or in respect of any Liabilities
          relating to any third party claims (whether based in contract, tort or
          otherwise) other than the Indemnified Liabilities, relating to the
          services to be provided by Bain hereunder.

12. Counterparts.  This Agreement may be executed in any number of counterparts
    and by each of the parties hereto in separate counterparts, each of which
    when so executed shall be deemed to be an original and all of which together
    shall constitute one and the same agreement.

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                                                          [Management Agreement]

         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf as an instrument under seal as of the date first above
written by its officer or representative thereunto duly authorized.

THE COMPANY:               ICON HEALTH & FITNESS, INC.

                           By /s/ S. Fred Beck
                              ----------------
                              Name: S. Fred Beck
                              Title: CFO, V.P. and Treasurer

                           HF HOLDINGS, INC.

                           By /s/ S. Fred Beck
                              ----------------
                              Name: S. Fred Beck
                              Title: CFO, V.P. and Treasurer

BAIN:                      BAIN CAPITAL PARTNERS IV, L.P.

                           By Bain Capital Investors, Inc.,
                              its general partner

                              By /s/ Robert Gay
                                 --------------
                                 Name: Robert Gay
                                 Title: Managing Director

Accepted and agreed:

IHF HOLDINGS, INC.

By /s/ S. Fred Beck
   ----------------
   Name: S. Fred Beck
   Title: CFO

IHF CAPITAL, INC.

By /s/ S. Fred Beck
   ----------------
   Name: S. Fred Beck
   Title: CFO