<PAGE>
 
                                                                    EXHIBIT 10.1
 
                             DISTRIBUTOR AGREEMENT

AGREEMENT, dated as of June 5, 1997, between (1) CYBEX International, Inc., a
New York corporation ("CYBEX"), (2) Trotter Inc., a Delaware corporation having
its principal place of business at 10 Trotter Drive, Medway, Massachusetts
("Trotter"), (3) Forza Fitness Equipment Ltd., a company registered in England
with number 2836238 (the "Distributor"), and (4) The Forza Group Limited, a
company registered in England with number 2768509 ("Forza").

                             PRELIMINARY STATEMENT
                             ---------------------

(A)  CYBEX has entered into the Agreement and Plan of Merger dated as of
     December 27, 1996 (the "Merger Agreement"), among itself, Trotter, and Cats
     Tail, Inc., a wholly-owned subsidiary of CYBEX, pursuant to which Cats
     Tail, Inc. has merged with and into Trotter, with the result that Trotter
     has become a wholly-owned subsidiary of CYBEX (the "Merger").

(B)  CYBEX, the Distributor and Trotter have agreed that, subject as provided in
     Clause 2, CYBEX/Trotter shall appoint the Distributor its exclusive
     distributor for certain products within the Territories on the terms and
     conditions more fully set forth herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.   Definitions
     -----------

     (a) The following terms, when utilized herein, shall have the indicated
         meanings:

          business day:             A day (other than a Saturday or Sunday) on
          ------------                                                        
                                    which banks are open for business in London;

          Cardiovascular Products:  Any cardiovascular-based health or fitness
          -----------------------                                             
                                    related products or equipment of any kind
                                    (including any improvements, modifications,
                                    supplements, or replacements therefor)
                                    which, in any such case, are developed,
                                    manufactured, and/or promoted by any member
                                    of the CYBEX Group from time to time, but
                                    excluding New Products;

          Cost:                     The cost to CYBEX/Trotter of the Strength
          ----                                                               
                                    Products and Isokinetic Products as
                                    certified by CYBEX/Trotter, from time to
                                    time, on the basis of the cost model set out
                                    in Exhibit A;

          CYBEX Forza:              CYBEX Forza International Ltd., a company
          -----------                                                  
                                    registered in England with number 3215786;
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          CYBEX Group:              CYBEX and all its subsidiary undertakings
          -----------                                                  
                                    and associated undertakings from time to
                                    time;

          CYBEX Products:           Together CYBEX Cardiovascular Products,
          --------------                                                   
                                    CYBEX Strength Products, and Isokinetic
                                    Products;

          CYBEX Proprietary Marks:  The trademarks and/or trade names and/or
          -----------------------                                           
                                    logos of CYBEX listed in Exhibit B and/or
                                    any other such trade marks and/or trade
                                    names and/or logos used on or in relation to
                                    the CYBEX Products from time to time;

          CYBEX/Trotter:            CYBEX and/or Trotter, as applicable;
          -------------                                           

          Effective Date:           The effective date of this Agreement, as
          --------------                                                    
                                    provided in Clause 2;

          Enlarged Territory:       Those territories edged and hatched black
          ------------------                                                 
                                    (including the area edged and hatched blue)
                                    on the map included in Exhibit C together
                                    with any other geographical area(s) which
                                    may be included by written agreement of the
                                    parties;

          Fitness Products:         Together Cardiovascular Products and
          ----------------                                              
                                    Strength Products;

          Force Majeure:            In relation to any party, war, civil
          -------------             
                                    conflicts, floods, Acts of God, strike,
                                    lock-out or other form of Industrial action
                                    or any other cause beyond its control and
                                    for which it is not responsible;

          Isokinetic Business:      The sale and promotion of Isokinetic
          -------------------                                                
                                    Products currently carried on by CYBEX;

          Isokinetic Products:      Those products listed in Exhibit D together
          -------------------                                                
                                    with any other derivative products which are
                                    internally developed by CYBEX from time to
                                    time;

          New Products:             Any health, fitness or medical products or
          ------------                                                  
                                    equipment of any kind (including any
                                    improvements, modifications, supplements, or
                                    replacements therefor) which, in any such
                                    case, 

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<PAGE>
 
                                    are manufactured or promoted by a
                                    third party (other than a member of the
                                    CYBEX Group) and which products (or the
                                    rights thereto or interest therein) are
                                    acquired by any member of the CYBEX Group
                                    together with any medical products developed
                                    by any member of the CYBEX Group;

          Products:                 Such Cardiovascular Products, Strength
          --------                                                            
                                    Products, Isokinetic Products, Reactor and
                                    New Products as to which the Distributor
                                    from time to time, in accordance with the
                                    provisions hereof, acts as a distributor
                                    within the Territories (for the avoidance of
                                    doubt, unless otherwise stated, Products
                                    shall include parts for Products);

          Proprietary Marks:        Together the CYBEX Proprietary Marks and
          -----------------                                                 
                                    Trotter Proprietary Marks, together with any
                                    trademarks and/or logos used on or in
                                    connection with any Product;

          Reactor:                  The product manufactured by CYBEX and known
          -------                                                           
                                    as "The Reactor";

          Strength Products:        Any strength-based health or fitness related
          -----------------                                                     
                                    products or equipment of any kind (including
                                    any improvements, modifications,
                                    supplements, or replacements therefor)
                                    which, in any such case, are developed,
                                    manufactured and/or promoted by any member
                                    of the CYBEX Group from time to time, but
                                    excluding New Products;

          Term:                     The term of this Agreement;
          ----                                                 

          Termination Agreement:    The agreement of even date herewith between
          ---------------------                                                
                                    the parties to this Agreement;

          Territories:              Such portions of the Territory and the
          -----------                                                     
                                    Enlarged Territory as to which the
                                    Distributor from time to time, in accordance
                                    with the provisions hereof, has been
                                    appointed as a distributor of Products;

          Territory:                England, Scotland, Wales, Germany, Austria,
          ---------                                                            
                                    Switzerland, and Russia (as defined by the
                                    old 

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                                    USSR and as edged and hatched blue on
                                    the Territory map included in Exhibit C);

          Trotter Proprietary Marks:The trademarks and/or trade names and
          -------------------------                                        
                                    logos of Trotter listed in Exhibit E and/or
                                    any other such trade marks and/or trade
                                    names and/or logos used on or in relation to
                                    the Trotter Products from time to time;

          Trotter Products:         Together Trotter Cardiovascular Products and
          ----------------                                                      
                                    Trotter Strength Products.

     (b)  References to the singular shall include the plural and to any gender
          shall include every gender and references to persons shall include
          corporations and unincorporated associations.

2.   Effectiveness of Agreement
     --------------------------

     This Agreement shall be effective solely upon CYBEX and Forza having
     complied with their obligations under Clauses 2 and 3 of the Termination
     Agreement.  In the event that the above condition is not consummated on or
     before July 1, 1997 (or such later date as may be agreed to by the
     parties), this Agreement shall be void and of no further force or effect.

3.   Appointment of Distributor
     --------------------------

     (a)  CYBEX hereby appoints the Distributor as of the Effective Date as its
          sole and exclusive distributor for the sale, marketing and promotion
          of

          (i)     the CYBEX Products and the Reactor in the Territory;

          (ii)    the Reactor in the Enlarged Territory until 31 December 1997;
                  and

          (iii)   the Isokinetic Products in the Enlarged Territory until 31
                  December 1997 or until the sale of the Isokinetic Business or
                  the discontinuance by CYBEX of said Business (whichever is the
                  earlier)

          in each case in accordance with the terms of this Agreement.

     (b)  CYBEX/Trotter shall on the Effective Date serve notice of termination
          of the existing Distributor Agreement dated January 10, 1994 between
          Trotter and Polaris International, which notice shall state that such
          termination shall be effective three months after the date of notice.

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<PAGE>
 
     (c)  CYBEX/Trotter shall appoint the Distributor with effect from the
          termination of the agreement referred to in Clause 3(b) as its sole
          and exclusive distributor for the sale, marketing and promotion of the
          Trotter Products in England, Scotland and Wales all in accordance with
          the terms of this Agreement.

     (d)  CYBEX/Trotter hereby appoints the Distributor as of the Effective Date
          as its sole and exclusive distributor for the sale, marketing and
          promotion of the Trotter Products in the Territory (other than
          England, Scotland and Wales) all in accordance with the terms of this
          Agreement.

     (e)  Prior to commencing the sale of New Products in the Territory, CYBEX
          shall offer the Distributor the right to be the exclusive distributor
          in the Territory for such New Products, at the best pricing offered by
          CYBEX and on such other commercial terms as are generally offered to
          CYBEX's other distributors. Such offer shall be in writing and shall
          include all material terms of the proposed arrangement. If the
          Distributor accepts such offer (which acceptance must be made in
          writing within thirty days after receipt of such offer), it shall be
          the exclusive distributor for such New Products in the Territory. If
          the Distributor does not provide such notice of acceptance in
          accordance with this Clause, (i) the Distributor shall have no right
          to promote, market or sell such New Products in the Territory, (ii)
          the term "Products" as utilized herein shall specifically exclude such
          New Products, and (iii) CYBEX shall be free to promote, market and
          sell such Products throughout the Territory in any manner it
          determines to be appropriate.

     (f)  During the Term CYBEX will not appoint, nor will it permit Trotter or
          any other subsidiary to appoint, another authorized distributor in the
          Territory for Products; provided that Trotter may, subject to Clause
          3(b), continue to utilize Trotter UK/Polaris International as its
          distributor in England, Scotland and Wales until the effective
          termination of the agreement referred to in Clause 3(b). During this
          period of time, Trotter shall only accept orders from Trotter
          UK/Polaris International against orders evidenced in writing and sold
          by Trotter UK/Polaris International. CYBEX and Trotter each reserves
          the right to sell and distribute Products to anyone on any terms
          outside of the Territory and to terminate the manufacture or sale to
          the Distributor of any Product if it has ceased to manufacture and
          sell any such Product throughout the world.

     (g)  The Distributor shall be entitled, subject to Clause 9(e), to promote
          and market the Products in the Territories in any reasonable manner
          and, in particular, to resell the Products to its customers at such
          prices as it may determine and, subject to Clause 4(l), to appoint and
          remove sales agents or sub-distributors for any jurisdiction within
          the Territories on an exclusive or nonexclusive basis in connection
          with the sales or marketing of the Products as aforesaid.

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     (h)  For the avoidance of doubt, the Distributor shall be entitled to
          fulfill (but not solicit) orders for Fitness Products for supply to
          medical establishments in the Enlarged Territory until 31 December
          1997.

     (i)  Notwithstanding any other provision of this Agreement, all
          distributors (including sub-distributors) and/or dealers with whom
          CYBEX Forza is carrying on business at the Effective Date shall for
          the period of 30 days thereafter be entitled to place orders for CYBEX
          Products through and for the account of the Distributor.

     (j)  Notwithstanding any other provision of this Agreement, all
          distributors (including sub-distributors) and/or dealers with whom
          Trotter is carrying on business at the Effective Date shall for the
          period of 30 days thereafter be entitled to place orders for Trotter
          Products through and for the account of Trotter.

     (k)  Following the Effective Date, the parties shall cooperate to ensure
          that payments received by CYBEX Forza and/or the Distributor and/or
          CYBEX/Trotter are applied to the oldest outstanding invoices of CYBEX
          Forza and/or CYBEX/Trotter.

4.   Distributor Responsibilities
     ----------------------------

     Distributor hereby undertakes to:

     (a)  Actively and aggressively promote, demonstrate and sell Products
          throughout the Territories.

     (b)  Submit an outline marketing plan to CYBEX at least 60 days prior to
          the beginning of each of CYBEX's fiscal years, outlining promotional
          activities, advertising, pricing strategies, training requirements and
          sales forecasts for that fiscal year, the first such plan to be
          submitted in respect of the fiscal year commencing January 1, 1998.

     (c)  Provide or procure the provision of prompt and appropriate
          installation, repair and maintenance services to customers in the
          Territories and instruct them in the proper use and care of Products.

     (d)  Absorb labor costs for repair and service on Products under warranty,
          except (i) where such costs are incurred in respect of Products sold
          prior to the Effective Date of this Agreement (in which case
          CYBEX/Trotter shall reimburse the Distributor for any actual costs
          within 60 days of receipt of evidence of same, provided the
          Distributor uses reasonable endeavours to utilize the most efficient

                                       6
<PAGE>
 
          means of warranty service; this reimbursement procedure shall be
          effective during 1997 and shall be subject to adjustment as mutually
          agreed between the parties as of January 1, 1998), without regard to
          the customer's source of the Products, and (ii) that Distributor will
          be entitled to standard warranty reimbursement for Products under
          warranty sold after the Effective Date of this Agreement;

     (e)  Assure, with the full cooperation of CYBEX/Trotter, that Distributor's
          sales and service personnel are thoroughly and properly trained.

     (f)  Establish and maintain an adequate inventory of replacement parts.

     (g)  Maintain demonstration models of at least two CYBEX or Trotter models
          per Product category on display.

     (h)  Assist CYBEX/Trotter in securing any necessary clearance for the legal
          sale of Products in the Territories.

     (i)  Communicate as often as is reasonably necessary with CYBEX/Trotter
          regarding promotional activities, service situations, and other
          matters relating to performance under this Agreement.

     (j)  Keep confidential all technical and marketing information supplied by
          CYBEX/Trotter unless such information has become public knowledge
          through no fault of the Distributor.

     (k)  Subject to Clause 5(c), assume sole responsibility for all costs and
          expenses of its own activities, programs and operations carried out in
          pursuit of the objectives of this Agreement.

     (l)  Use all reasonable endeavors as soon as reasonably practicable
          following its appointment under Clause 3(c) (i) to appoint Trotter
          UK/Polaris International as a sub-distributor of Trotter Products in
          Great Britain under fair and reasonable terms as agreed between the
          Distributor and Trotter UK/Polaris International provided that CYBEX
          has complied with its obligations under Clause 5(q), and (ii) to
          continue such sub-distributor relationship during the Term.

     (m)  Meet or exceed the Performance Criteria set forth in Clause 13.

     (n)  Meet the payment terms set forth in Clause 7.

                                       7
<PAGE>
 
5.   CYBEX/Trotter Responsibilities
     ------------------------------

     CYBEX/Trotter hereby undertakes to:

     (a)  Provide sales manuals, service manuals and such other promotional and
          documentary materials as are available from time to time and which are
          normally provided to the overseas distribution network at no cost to
          the Distributor save for any reproduction costs.

     (b)  Provide promotional literature in English at no charge in reasonable
          quantities and furnish existing artwork for production of literature
          or advertisements by Distributor at no charge. Copies of artwork,
          photographs or advertisements for the production of literature or
          advertisements by the Distributor shall be charged at reproduction
          cost only.

     (c)  Provide to the Distributor the same global marketing program it
          provides to others and, in addition, each year CYBEX will reimburse
          the Distributor for its participation in the FIBO show in Germany and
          the LIW show in the United Kingdom in an aggregate amount equal to the
          average CYBEX cost for these shows for the three years prior to the
          Effective Date, plus any additional amounts agreed to by the parties
          as part of the Distributor's marketing plan. During the first year
          following the Effective Date these additional amounts will include the
          amount which is necessary to fund the trade show presence at the FIBO
          show 1998 and the LIW show 1997 and which Trotter has at the date of
          this Agreement agreed to purchase. Trotter will as soon as practicable
          following the Effective Date inform the organizers of said shows that
          the Distributor is its authorized representative thereat.
          Reimbursements will be made 90 days following actual expenditures
          during the remainder of 1997 and 60 days following actual expenditures
          thereafter.

     (d)  Provide timely delivery of orders in accordance with prevailing
          manufacturing lead times. The time period from order to availability
          will be consistent with the time period from order to availability for
          other CYBEX/Trotter distributors of like size. CYBEX/Trotter shall not
          be liable to Distributor for failure to deliver or for delay in making
          delivery if such failure or delay results from any event brought about
          by causes other than wilful or grossly negligent conduct by
          CYBEX/Trotter.

     (e)  Organize training programs for Distributor's sales and service
          personnel. CYBEX will assume responsibility for normal room and board
          for Distributor personnel while they are in Massachusetts or Minnesota
          for training.

                                       8
<PAGE>
 
     (f)  Offer as soon as reasonably practicable following any request therefor
          such technical assistance for service and repair problems as the
          Distributor may experience and may reasonably require.

     (g)  Forward to the Distributor any sales leads for Products received from
          the Territories, including requests for quotation.

     (h)  Keep confidential all confidential information supplied to
          CYBEX/Trotter by the Distributor unless such information has become
          public knowledge through no fault of CYBEX or any member of the CYBEX
          Group.

     (i)  Submit an outline marketing plan to the Distributor at least 60 days
          prior to the beginning of each of CYBEX's fiscal years, outlining
          promotional activities, advertising, pricing strategies, training
          requirements and sales forecasts for that fiscal year, the first such
          plan to be submitted in respect of the fiscal year commencing January
          1, 1998.

     (j)  Communicate as often as is reasonably necessary with Distributor
          regarding product changes, pricing, promotional data and other
          information that would be of assistance to Distributor.

     (k)  Not appoint any other person as a distributor or agent for the
          Isokinetic Products in the Enlarged Territory while the Distributor is
          acting as exclusive distributor pursuant to Clause 3(a)(ii).

     (l)  Not directly or indirectly, while the Distributor is acting as
          exclusive distributor pursuant to this Agreement, supply to any other
          person (i) any of the Products for resale in the Territory and/or (ii)
          any of the Isokinetic Products for resale in the Enlarged Territory or
          sell any Products itself in the Territories.

     (m)  Supply to the Distributor up-to-date copies of cost lists for the
          Strength Products and Isokinetic Products from time to time.

     (n)  Supply to the Distributor up-to-date copies of distributor prices for
          the Strength Products from time to time.

     (o)  Supply to the Distributor up to date copies of all list prices for
          Cardiovascular Products and the Reactor from time to time.

     (p)  Ensure that the pricing for Cardiovascular Products and/or Strength
          Products and/or the Reactor is equal to the most favorable pricing
          then in place by CYBEX/Trotter and inform the Distributor within five
          business days of any 

                                       9
<PAGE>
 
          changes to most favorable pricing for Cardiovascular Products and/or
          Strength Products and/or the Reactor.

     (q)  Procure that, as soon as reasonable practicable after the
          Distributor's appointment under Clause 3(c), Trotter UK Limited shall
          change its name to such name as shall not include the word "Trotter"
          or any word reasonable capable of being confused with the word
          "Trotter."

6.   Exclusions
     ----------

     Distributor and Forza each hereby agrees:

     (a)  Subject to Clause 6(b), not to manufacture, promote, distribute or
          sell products within the Territories which both:

          (i)  are intended for resale at a price within 5% of the price of any
               Product in the Territories; and

         (ii)  perform substantially the same function and have substantially
               the same features as the Product referred to in (i);

         provided, however, this restriction shall not apply to any products
         which may be acquired by the Distributor from any manufacturer with
         which the Distributor is actively trading as of the date of this
         Agreement, a list of which is set out as Exhibit F.

     (b)  With effect from December 31, 1997 to cease distributing and acting as
          a distributor of products manufactured by Quinton and to begin to
          reduce its distribution of such products as of July 31, 1997.

     (c)  Subject to Clause 3(i) of this Agreement and to the sale, pursuant to
          the Termination Agreement, of the Allocated Inventory (as defined in
          the Termination Agreement), not to promote, distribute or sell
          Products outside the Territories without the prior written consent of
          CYBEX.

     (d)  Not to make changes or alterations to the Products without the prior
          written consent of CYBEX.

7.   Pricing and Terms of Supply
     ---------------------------

     (a)  Upon receipt of each order CYBEX/Trotter shall exercise best
          endeavours to inform the Distributor as soon as reasonably practicable
          of the estimated date on which the Products will be available ex-
          factory, and the time period from order 

                                       10
<PAGE>
 
          to availability will be consistent with the time period from order to
          availability for other CYBEX/Trotter distributors of like size.
          CYBEX/Trotter shall notify the Distributor as soon as reasonably
          practicable if it becomes aware of circumstances that will cause these
          estimated dates to be exceeded. CYBEX/Trotter shall provide weekly
          updates of changes in manufacturing lead times.

     (b)  Purchase orders, invoices and directions/instructions issued pursuant
          to this Agreement and any other directions or instructions issued by
          either the Distributor or CYBEX/Trotter shall be consistent with this
          Agreement, and any additional terms or conditions whatsoever shall not
          be binding, upon the parties unless separately agreed to in writing by
          the receiving party, and if there is any inconsistency between any
          purchase orders, invoices or other directions or instructions and this
          Agreement, this Agreement shall prevail.

     (c)  All Products to be supplied under this Agreement shall be sold ex-
          factory, excluding freight, insurance, custom duties, export crating,
          and forwarding, banking and consularization fees, which shall be paid
          by Distributor, at the following prices:

          (i)  Strength Products - Cost plus 23% thereof;

         (ii)  Isokinetic Products - Cost plus 35% thereof;

        (iii)  Cardiovascular Products and the Reactor - 50% off the prevailing
               domestic price list published from time to time by CYBEX/Trotter
               (which may include price increases) or the best pricing then
               available from CYBEX/Trotter (whichever is more favorable to the
               Distributor). CYBEX and Trotter each warrants to the Distributor
               that this discount rate is equal to the most favorable pricing
               currently in place by CYBEX or Trotter, as applicable, and
               undertakes to the Distributor that this discount rate shall not
               be adversely altered for the Distributor and that the Distributor
               shall receive the benefit of any improvement in pricing by
               CYBEX/Trotter. If a product discount is used in lieu of cash with
               respect to a promotional or marketing program, CYBEX and Trotter
               need not include such product discount in determining best
               pricing available.

         (iv)  Parts shall be supplied at the best applicable discounts
               available to other distributors.

                                       11
<PAGE>
 
     (d)  CYBEX/Trotter will be responsible for all standard packaging and will
          provide labour for packing the Products into standard shipment
          containers at its warehouse(s), but it shall not be responsible for
          the costs of such containers.

     (e)  Distributor shall be responsible for all costs of shipment, including
          freight, insurance, customs duties, export crating, and forwarding,
          banking and consularization fees, including those of U.S. banks.

     (f)  CYBEX/Trotter shall give to the Distributor not less than 90 days
          notice of any changes in the prices of any Products. Prior
          notification of parts price increases, however, shall be not less than
          seven days. Such notice may be by letter or fax and may indicate
          future price increases as a percentage of current prices. Orders
          received in writing, delivered by mail, fax or courier, before the
          effective date of a new price list shall be invoiced according to the
          prices prevailing at time of receipt of order, regardless of prices
          prevailing at time of shipment, provided they call for immediate
          shipment and acceptance of goods subject to normal manufacturing lead
          times.

     (g)  During calendar year 1997, invoices shall be paid in full in US
          dollars within ninety days of the invoice date therefor (which shall
          be the date of shipment of the Products). Effective January 1, 1998,
          unless otherwise agreed to in writing, invoices shall be paid in full
          in US dollars within sixty days of the invoice date therefor (which
          shall be the date of shipment of the Products). The applicable date
          for payment is hereinafter referred to as the "Due Date."

     (h)  If the Distributor fails to pay the price for any Products on or
          before the Due Date therefor CYBEX/Trotter shall be entitled to charge
          and collect from the Distributor interest at the rate of 18% per annum
          on the relevant invoice value.

     (i)  If the Distributor fails to pay the price for any Products within 15
          days after the Due Date therefor CYBEX/Trotter shall be entitled to
          withhold shipment of future Products until such time as the
          Distributor shall have remedied such non-payment unless the nonpayment
          has arisen as a result of a bona fide dispute between the parties with
          respect to which the Distributor has given CYBEX/Trotter at least 30
          days prior written notice.

     (j)  CYBEX/Trotter is not obligated to provide consignment inventory after
          the Effective Date, and the parties shall handle existing consignment
          inventory on a mutually agreeable basis.

8.   Limitations
     -----------

                                       12
<PAGE>
 
     Nothing in this Agreement shall be construed as authorizing the Distributor
     to contract any debt or liability on behalf of CYBEX or the CYBEX Group.
     Subject to Clause 4(d), CYBEX/Trotter will not be liable for any
     expenditures made or incurred by Distributor in connection with the
     performance of the Distributor's obligations pursuant to this Agreement.

9.   Licence and Intellectual Property
     ---------------------------------

     (a)  CYBEX/Trotter hereby grants during the Term and thereafter during the
          sell-off period referred to in Clause 12, a royalty free exclusive
          licence, subject to the terms of this Agreement, to use the
          Proprietary Marks within the Territories in connection with the
          distribution of Products.

     (b)  The Distributor acknowledges that all CYBEX Proprietary Marks are
          valid and belong exclusively to CYBEX and that all Trotter Proprietary
          Marks are valid and belong exclusively to Trotter, and the Distributor
          agrees not contest the same or any other proprietary rights of CYBEX
          or Trotter during the Term or at any time thereafter.

     (c)  The Distributor shall be entitled to describe itself as CYBEX's and
          Trotter's "Authorized Distributor" for the Products as contemplated by
          this Agreement.

     (d)  The Distributor and CYBEX/Trotter agree to cooperate with each other
          as shall be necessary to prevent any acts of trademark infringement or
          unfair competition with respect to any Proprietary Marks and
          CYBEX/Trotter shall be obliged to take all such steps as shall be
          necessary to prevent the same, but CYBEX/Trotter shall have sole
          control over all actions and legal proceedings to suppress
          infringement of and unfair competition with respect to any such
          Proprietary Marks and any costs incurred by the Distributor at the
          request of CYBEX/Trotter in connection with such actions and legal
          proceedings shall be at CYBEX's/Trotter's expense.

     (e)  Distributor agrees that it will use the Proprietary Marks in
          connection with the promotion and sale of Products and customer
          service for Products only in such manner, to such extent, and for such
          purposes as are within CYBEX/Trotter's accepted manner of usage of
          such Proprietary Marks as communicated by CYBEX/Trotter to the
          Distributor in writing from time to time.

10.  Duration
     --------

     This Agreement shall come into force on the date hereof, subject to Clause
     2, and, except as provided herein, shall continue for a fixed term until 31
     December 2002, at which point:

                                       13
<PAGE>
 
     (a)  if the Distributor has not met the performance criteria set forth in
          Clause 13(b) for the calendar year 2002, CYBEX will have the right to
          terminate this Agreement during the 90 day period referred to in
          Clause 13(c); or

     (b)  if the Distributor has met the performance criteria set forth in
          Clause 13(b) for the calendar year 2002, the Term shall thereafter be
          terminable on not less than 24 calendar months' written notice to
          expire at any time on or after 31 December 2004. In the event of any
          such extension of the Term, then this Agreement shall thereafter be
          varied such that:

          (i)  the prices relating to the supply of Products shall be equal to
               the most favorable prices then in place by CYBEX/Trotter (and
               CYBEX/Trotter undertakes to the Distributor that such prices
               shall be adjusted upon any change in the most favorable prices by
               CYBEX/Trotter); and

         (ii)  Clause 13 shall no longer apply.

11.  Warranties, Liability and Replacement Parts Service
     ---------------------------------------------------

     (a)  CYBEX/Trotter warrants to the Distributor that:

          (i)  all Proprietary Marks are (or will be in respect of any
               applications for registration of such marks made following the
               date hereof) capable of being licensed as set out hereunder; and

         (ii)  it is not aware of any rights of any third party which would
               render the sale of the Products, or the use of any of the
               Proprietary Marks on or in relation to the Products, unlawful or
               an infringement of any third party rights relating thereto, nor
               has it received any written notification from any third party
               alleging such infringement;

     (b)  CYBEX warrants to the Distributor that any information supplied by it
          or any member of the CYBEX Group to the Distributor pursuant to this
          Agreement shall be complete and accurate in all material respects and
          shall not omit anything which would affect the accuracy of said
          information in any material respect.

     (c)  The Distributor warrants to CYBEX that any information supplied by it
          to CYBEX or to any member of the CYBEX Group pursuant to this
          Agreement shall be complete and accurate in all material respects and
          shall not omit anything which would affect the accuracy of said
          information in any material respect.

                                       14
<PAGE>
 
     (d)  All sales of Products hereunder shall comply with relevant CE and TUV
          requirements (where applicable) and shall be made pursuant to
          CYBEX's/Trotter's standard written warranty, as from time to time in
          effect. Without limiting the foregoing, and notwithstanding any
          contrary provision contained herein, CYBEX's and Trotter's
          responsibility with respect to any defect in material or workmanship
          of, or in connection with any injury to persons or property caused by,
          the Products sold hereunder shall be solely governed by the terms and
          provisions of such standard warranty. Except for such written
          warranty, CYBEX AND TROTTER EACH HEREBY DISCLAIMS ALL WARRANTIES,
          EXPRESSED OR IMPLIED, INCLUDING IMPLIED WARRANTIES ON MERCHANTABILITY
          AND FITNESS FOR A PARTICULAR PURPOSE.

     (e)  Distributor shall be solely responsible for any warranty in connection
          with any sales of Products which it has provided other than the
          warranties set forth in CYBEX's/Trotter's published warranty policies
          which have supplied to the Distributor by CYBEX/Trotter.

     (f)  Distributor agrees to follow the procedures established from time to
          time by CYBEX/Trotter and supplied to the Distributor for the
          processing and disposition of warranty claims and the return and
          disposition of replacement parts supplied by CYBEX/Trotter for
          Products which are claimed to be defective.

     (g)  Distributor's obligation hereunder extends, subject to Clause 4(d), to
          all Products under warranty presented to Distributor by a customer in
          the Territories, regardless of when the Products were sold and whether
          Distributor sold Products to the customer.

     (h)  CYBEX/Trotter will provide replacement Products/replacement parts for
          Products during the Term, at no cost to Distributor (except duty), in
          accordance with the applicable warranty described in Clause 11(d).

     (i)  CYBEX shall to the fullest extent permitted by law indemnify, defend
          and hold harmless the Distributor from and against any and all claims,
          actions, liabilities, demands, proceedings or judgments (collectively,
          "Claims") brought or established against the Distributor in any
          jurisdiction by any third party arising from or related to (i) CYBEX
          disposing of or ceasing to carry on the Isokinetic Business and/or
          (ii) CYBEX's actions or omissions in connection with the termination
          of the agreement referred to in Clause 3(b) and/or the termination of
          any other existing agreements or arrangements relating to the
          distribution of Trotter Products in the Territory, provided that the
          Distributor gives CYBEX prompt notice of the assertion of the Claims,
          the Distributor provides 

                                       15
<PAGE>
 
          reasonable assistance as requested by CYBEX (and at CYBEX's expense)
          in the defense of the Claim, and CYBEX has the sole right to control
          the defense and settlement of the Claim, and provided further that
          CYBEX's obligations hereunder shall not apply to any claims arising
          from actions or omissions of the Distributor.

12.  Termination
     -----------

     (a)  This Agreement may be terminated by CYBEX with respect to any country
          or countries within the Territory in accordance with Clause 13(c).

     (b)  Except to the extent that a greater notice period is required by any
          applicable statute, CYBEX shall have the right to terminate the
          Agreement (or by part thereof) with immediate effect by sending notice
          to Distributor by certified mail, return receipt requested or by fax,
          for the following specific reasons:

          (i)  The dissolution, liquidation or change of ownership (i.e.
               transfer of majority of capital stock) of the Distributor.

         (ii)  The voluntary institution by the Distributor of any proceeding
               seeking relief or readjustment of indebtedness or the involuntary
               institution against the Distributor of any such proceedings.

        (iii)  Any sale, assignment or transfer or attempted sale, assignment or
               transfer by the Distributor of such part of its business as
               relates to the distribution of the Products without the prior
               written consent of CYBEX, not to be unreasonably withheld.

         (iv)  Submission by Distributor of a fraudulent report or statement or
               of a fraudulent claim for reimbursement, refund or credit which
               in any case has not been remedied by the Distributor within
               thirty (30) days of Distributor's receipt of written notice of
               same from CYBEX.

          (v)  The failure of Distributor to pay any invoice hereunder within 60
               days after the Due Date of the relevant invoice, provided that
               CYBEX has given the Distributor at least thirty (30) days prior
               written notice in accordance with Clause 25.1 of Distributor's
               failure to pay on the Due Date.

     (c)  Except to the extent that a greater notice period is required by any
          applicable statute, the Distributor shall have the right to terminate
          this Agreement with immediate effect by sending notice to CYBEX by
          certified mail, return receipt requested, or by fax, for the following
          specific reasons:

                                       16
<PAGE>
 
          (i)  The dissolution or liquidation of CYBEX.

         (ii)  The voluntary institution by CYBEX of any proceeding seeking
               relief or readjustment of indebtedness or the involuntary
               institution against CYBEX of any such proceedings.

     (d)  Upon termination of this Agreement, the Distributor may sell stocks of
          Products (and, to the extent that such stocks are insufficient
          CYBEX/Trotter will supply to the Distributor sufficient numbers of
          Products) to enable the Distributor to fulfil orders which it has
          accepted from customers prior to the date of termination of this
          Agreement but which are unfulfilled (in whole or in part) or to
          otherwise dispose of its stock on hand.

     (e)  Upon termination of this Agreement, all outstanding debts or claims
          which one party may have against the other shall become immediately
          due.

     (f)  Upon termination of this Agreement, CYBEX is entitled (but not
          obligated), subject to Clause 12(d), to take over Distributor's stock
          of Products at that time to dispose of as is seen fit, in which event
          it will credit Distributor with ex-factory prices (including freight
          and duty) for the corresponding goods (as long as they are in good
          repair and condition).

     (g)  After termination of this Agreement, Distributor shall save as
          provided in Clause 12(d) refrain from the use or promotion of
          equipment, literature or advertising matter related to CYBEX, Trotter
          or the Products which may imply or suggest a continuing relationship
          with CYBEX or Trotter.

     (h)  Upon termination of this Agreement, Distributor shall provide CYBEX
          with the names and addresses of all customers who purchased and/or
          obtained service for Products from or by Distributor and the service
          records of all such customers.

     (i)  Nothing in this Clause 12 shall be construed as adversely affecting
          the rights and remedies of the parties as provided by law with respect
          to breaches of this Agreement.

13.  Performance Criteria
     --------------------

     (a)  The parties agree that the initial base sales figures for the purposes
          of this Clause shall (i) in respect of each individual country within
          the Territory be as set out in Column (1) of Schedule 1 (the figures
          for each individual country in said Column being an "Individual Base
          Amount") and (ii) in respect of the entire Territory be the aggregate
          total of all Individual Base Amounts, being the "Total Base Amount."

                                       17
<PAGE>
 
     (b)  The Distributor undertakes to CYBEX to ensure that the aggregate price
          of Products ordered during each successive period of 12 months
          commencing 1 January 1998 is equal to or exceeds the Total Base
          Amount:

          (i)  plus on a compound basis 15% thereof (being the aggregate total
               (the "Total Adjusted Base Amount") of the amounts set out in
               Columns (2) -(6) of Schedule 1 (being in respect of each country
               an "Individual Adjusted Base Amount")); or

         (ii)  plus on a compound basis x% thereof (where x equals the amount
               (expressed as a percentage) by which the aggregate turnover of
               CYBEX and Trotter worldwide sales (net of sales pursuant to this
               Agreement) for the relevant period of 12 months exceeds said
               turnover in the immediately preceding period of 12 months, in
               each case as set out in the relevant accounts of CYBEX),

     whichever is the lower.

     (c)  In the event that the Distributor fails to meet the performance
          criteria set forth in Clause 13(b) for any year, CYBEX shall be
          entitled, at any time during the 90-day period following the
          publication of CYBEX's audited financial statements for the year, to
          terminate this Agreement in respect of any country or countries in the
          Territory where the aggregate price of Products ordered for re-sale in
          that country during the prior year is less than the relevant
          Individual Base Amount or Individual Adjusted Base Amount, but such
          termination shall be without prejudice to the Distributor's rights to
          the remaining countries in the Territory. The provisions of Clause
          12(d) shall apply to the sales of any Products following any such
          termination by CYBEX.

     (d)  The parties agree that if the lead delivery times (being the period
          between the placement of any confirmed orders for Products and
          shipment thereof) are longer than eight weeks then this may have an
          adverse effect upon the Distributor's ability to comply with its
          obligations under Clause 13(b) and the parties shall agree upon such
          adjustment to the performance criteria in Clause 13(b) as shall be
          reasonable in the circumstances.

     (e)  The Distributor shall provide to CYBEX within 60 days after the end of
          each year all information reasonably required to determine the price
          of Products ordered for re-sale in each country listed on Schedule 1
          for that year.

                                       18
<PAGE>
 
14.  Isokinetic Business
     -------------------

     (a)  In the event that CYBEX intends to sell or otherwise dispose of the
          Isokinetic Business it shall provide the Distributor with a notice (a
          "Transfer Notice") as soon as reasonably practicable and in any event
          not less than 14 days prior to such sale or other disposition setting
          out all material terms upon which it intends to sell or otherwise
          dispose of said Business and shall offer to sell the Isokinetic
          Business to the Distributor on terms no less favorable than as set out
          in the Transfer Notice (save that the consideration payable by the
          Distributor shall exceed the consideration set out in the Transfer
          Notice by US$1).

     (b)  The Distributor shall within seven days of receipt of a Transfer
          Notice inform CYBEX whether it wishes to acquire the Isokinetic
          Business and if it wishes to acquire said Business CYBEX shall be
          obliged to sell said Business to the Distributor. If the Distributor
          does not indicate within the said seven day period its intention to
          acquire the Isokinetic Business then CYBEX shall be at liberty to
          transfer said Business to any third party in accordance with the terms
          set out in the Transfer Notice but shall not be entitled to sell said
          Business for any lower consideration than specified in said Notice.

     (c)  In the event that CYBEX intends to cease operating the Isokinetic
          Business (without a sale or other disposition of such Business), CYBEX
          shall give the Distributor not less than seven days notice of its
          cessation of such Business and the Distributor shall be entitled to
          make a bid to purchase such Business; provided (in the event there is
          no sale of such Business) CYBEX will exercise its best endeavors
          (subject to the transfer of its physical facility) to supply
          Isokinetic Products as reasonably required by Distributor for the
          period of six months following the date of such notice and CYBEX will
          supply replacement parts for any Isokinetic Product as long as there
          is an existing warranty obligation by CYBEX for such product. In the
          event CYBEX intends to transfer its physical facility, it will give
          the Distributor not less than seven days notice prior to such transfer
          and the Distributor shall be entitled to place a bulk order (on
          mutually agreed reasonable terms) to cover the time gap resulting from
          the transfer of the physical facility.

15.  Information Evaluation
     ----------------------

     (a)  The Distributor shall have the right once during any calendar year of
          the Term, on not less than seven days prior written notice, to inspect
          the source of any information relating to the price of the Products
          under this Agreement and to instruct its auditors to produce a report
          certifying the accuracy of any such information. If such audit reveals
          any material inaccuracy in such information (being any such inaccuracy
          which has resulted in the Distributor making any 

                                       19
<PAGE>
 
          overpayments exceeding 1% of the total amount shown by such Report to
          be the correct amount which should have been paid by the Distributor
          for all Products for the year) and such material inaccuracy is
          confirmed by agreement of, or a decision binding on, the parties,
          CYBEX shall bear the cost of such Report. If a material inaccuracy is
          not shown by such Report and confirmed, the Distributor shall bear the
          cost of such Report. If an overpayment or underpayment is identified
          and confirmed through this process, CYBEX or the Distributor, as
          applicable, shall make a corrective payment within 14 days of demand.

     (b)  CYBEX shall have the right once during any calendar year of the Term,
          on not less than seven days prior written notice, to inspect the
          source of any information relating to the Distributor's performance
          against the Performance Criteria set forth in Clause 13 and to
          instruct its auditors to produce a report certifying the accuracy of
          any such information. If such audit reveals any material inaccuracy in
          such information (being any such inaccuracy which has resulted in the
          Distributor not meeting one or more of the Performance Criteria and
          thereby being subject to a termination pursuant to Clause 13(c)) and
          such material inaccuracy is confirmed by agreement of, or a decision
          binding on, the parties, the Distributor shall bear the cost of such
          Report. If a material inaccuracy is not shown by such Report and
          confirmed, CYBEX shall bear the cost of such report.

     (c)  Each party shall, if requested by the other in accordance with this
          Agreement, provide that other party and its authorized representatives
          with such information, access to documentation and assistance as is
          within the possession of that party and which may be reasonably
          required by the other party for the purposes of any such review.

16.  Force Majeure
     -------------

     (a)  If any party is affected by Force Majeure it shall forthwith notify
          the other parties of the nature and extent thereof.

     (b)  No party shall be deemed to be in breach of this Agreement, or
          otherwise be liable to the others, by reason of any delay in
          performance, or non-performance, of any of its obligations hereunder
          to the extent that such delay or non-performance is due to any Force
          Majeure of which it has notified the other party, and the time for
          performance of that obligation shall be extended accordingly.

     (c)  If the Force Majeure in question prevails for a continuous period of
          five months, the parties shall make a bona fide attempt to alleviate
          the effect of the 

                                       20
<PAGE>
 
          Force Majeure and, if that attempt has not been successful by the end
          of the sixth month, the affected party or parties have the right to
          terminate this Agreement in accordance with Clause 12 notwithstanding
          the existence of the Force Majeure.

17.  Binding Effect
     --------------

     This Agreement is binding on and shall inure to the benefit of the parties
     hereto and their respective successors and assigns.

18.  No Implied Waivers
     ------------------

     The failure of either party at any time to require performance by the other
     of any provision of this Agreement shall in no way affect the full right to
     require such performance at any time thereafter, nor shall waiver by either
     party of any succeeding breach of the same or any other provision
     constitute a waiver of the provision itself.

19.  Amendments
     ----------

     Terms of this Agreement may be amended by mutual consent of the parties
     hereto only in writing, duly signed by authorized officials of each of the
     parties.

20.  Entire Agreement
     ----------------

     This Agreement contains the entire agreement among CYBEX, Trotter,
     Distributor, and Forza with respect to the subject matters hereof and with
     effect from the Effective Date supersedes all prior agreements or
     understandings of the parties with respect thereto.

21.  Severability
     ------------

     If at any time subsequent to the date hereof, any provision of this
     Agreement shall be held by any court of competent jurisdiction to be
     illegal, void or unenforceable or in conflict with the law of any state or
     jurisdiction, such provision shall be severed from this Agreement or
     otherwise modified to become valid and enforceable insofar as it relates to
     that jurisdiction only, but the illegality or unenforceability of such
     provision shall have no effect upon and shall not impair the enforceability
     of any other provision of this Agreement.

22.  Nature of Agreement
     -------------------

     Nothing in this Agreement shall create, or be deemed to create, a
     partnership or the relationship of principal and agent or employer and
     employee between the parties.

                                       21
<PAGE>
 
23.  Applicable Law
     --------------

     This Agreement shall be governed by and construed in all respects in
     accordance with the laws of England.

24.  Jurisdiction
     ------------

     The courts within the State of Massachusetts shall have exclusive
     jurisdiction of all disputes and controversies arising out of or related to
     this Agreement or the parties' performance hereunder, and the parties
     consent to the exclusive jurisdiction of such courts.

25.  Notices and Service
     -------------------

25.1 Any Notice required or desired to be given by either party hereto to the
     other shall be deemed validly given if delivered by hand or sent by pre-
     paid post (airmail, if sent abroad) or by fax:

          (i)  in the case of CYBEX or Trotter, to its above address (fax 1508
               533 5799) (attn: Peter Haines) but with a courtesy copy to James
               Carll at Archer & Greiner (fax 1 609 795 0574);

         (ii)  in the case of the Distributor or Forza, to its above address
               (fax 44 171 816 5375) (attn: David Giampaolo/Patrick Hooper) but
               with a courtesy copy to John Loffhagen at Gouldens (fax 44 171
               583 3051)

     but any party may by written notice to the others nominate an alternative
     address (or fax number) for the purposes of service hereunder.

25.2 In the case of a Notice delivered by hand it shall be deemed to be
     delivered at the time of delivery (if delivered between 9:00 a.m. and 4:30
     p.m. on a business day in the receiving party's country) or (if not so
     delivered) at 9:00 a.m. in the receiving party's country on the next
     business day following; in the case of a Notice posted as aforesaid it
     shall be deemed to have been served on the fifth business day following
     dispatch; and in the case of a Notice sent by fax it shall be deemed to
     have been served at the time of dispatch (if dispatched on a business day
     between 9:00 a.m. and 4:30 p.m. in the receiving party's country) or (if
     not so dispatched) at 9:00 a.m. in the receiving party's country on the
     next following business day.

25.3 For the avoidance of doubt any consent required to be given in writing
     pursuant to the provisions of this Agreement may be given by fax.

                                       22
<PAGE>
 
25.4 Each of the parties shall give notice to the other of any address or
     telephone, fax or similar number at the earliest possible opportunity but
     in any event within 48 hours of such change.

26.  Warranty as to Status and Authority
     -----------------------------------

     (a)  CYBEX hereby warrants and represents to the Distributor that it is a
          corporation duly organized under the laws of the State of New York
          with full power to enter into this Agreement and any agreement to be
          entered into pursuant hereto and to exercise its rights and perform
          its obligations under this Agreement and any such ancillary agreements
          and all corporate and other action required to authorize its execution
          of such documents and its performance of its obligations thereunder
          has been duly taken.

     (b)  Trotter hereby warrants and represents to the Distributor that it is a
          corporation duly organized under the laws of the State of Delaware
          with full power to enter into this Agreement and any agreement to be
          entered into pursuant hereto and to exercise its rights and perform
          its obligations under this Agreement and any such ancillary agreements
          and all corporate and other action required to authorize its execution
          of such documents and its performance of its obligations thereunder
          has been duly taken.

     (c)  CYBEX and Trotter each hereby warrants and represents to the
          Distributor that it has obtained all necessary consents and
          authorizations to enable it lawfully to enter into and perform its
          obligations under or contemplated by this Agreement and any ancillary
          agreements each of which it warrants is or will when entered into be
          valid and enforceable against it in accordance with its terms.

     (d)  The Distributor and Forza each hereby warrants and represents to CYBEX
          that it is a corporation duly organized under the laws of England with
          full power to enter into this agreement and any agreement to be
          entered into pursuant hereto and to exercise its rights and perform
          its obligations under this Agreement and any such ancillary agreements
          and all corporate and other actions required to authorize its
          execution of such documents and its performance of its obligations
          thereunder has been duly taken.

     (e)  The Distributor and Forza each hereby warrants and represents to CYBEX
          that it has obtained all necessary consents and authorizations to
          enable it lawfully to enter into and perform its obligations under or
          contemplated by this Agreement and any ancillary agreements each of
          which it warrants is or will when entered into be valid and
          enforceable against it in accordance with its terms.

                                       23
<PAGE>
 
27.  Announcements
     -------------

     Save in respect of statutory returns or matters required to be disclosed by
     law or to any governmental or regulatory authority, none of the parties
     hereto shall make any press statement or other public announcement in
     connection with this Agreement without the prior written approval of the
     others in connection with the text of such statement or announcement.
     CYBEX agrees to publish an announcement within ten business days of the
     Effective Date disclosing that it is taking the action described in Clause
     3(b), and the Distributor agrees to publish an announcement within ten
     business days of the Effective Date disclosing that it is taking the action
     described in Clause 6(b).

28.  Costs of Litigation
     -------------------

     In the event of litigation arising out of or related to this Agreement or
     the parties' performance hereunder, the prevailing party or parties shall
     be entitled to recover from the other party or parties to the litigation,
     upon a final judgment, reasonable costs and expenses of litigation,
     including without limitation attorneys fees, relating to such litigation
     (including appeals).

29.  Enforceability.
     -------------- 

     Insofar as the restrictions contained in this Agreement or any arrangement
     of which it forms part are registerable under the Restrictive Trade
     Practices Act 1976 (the "RTPA") such restrictions shall to such extent not
     come into force until the day following the day upon which such particulars
     relating thereto as are required to be filed with the Office of Fair
     Trading ("OFT") pursuant to the RTPA shall have been received by the OFT
     for filing.  CYBEX hereby authorizes Forza to file such particulars with
     the OFT and CYBEX and Forza hereby undertake to use their respective best
     endeavours to provide such further information and assistance as may be
     required in relation to this Agreement (i) by the OFT or (ii) in support of
     an application to the Court for a declaration that none of the said
     restrictions is contrary to the public interest.

                                       24
<PAGE>
 
30.  Counterparts
     ------------

     This Agreement may be executed in one or more counterparts, all of which
     shall be considered one and the same agreement and each of which shall be
     deemed an original instrument.

AS WITNESS the hands of the duly authorized representatives of the parties the
day and year first above written.

CYBEX INTERNATIONAL, INC.                     TROTTER INC.

BY:   /s/ Peter Haines                        BY:   /s/  Peter Haines
   --------------------------------              -------------------------------
Print Name:      Peter Haines                 Print Name:   Peter Haines
           ------------------------                      -----------------------



FORZA FITNESS EQUIPMENT LIMITED               THE FORZA GROUP LIMITED

BY:   /s/  Patrick Hooper                     BY:   /s/ David Giampaolo
   --------------------------------              -------------------------------
Print Name: Patrick Hooper                    Print Name:   David Giampaolo
           ------------------------                      -----------------------

                                       25