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Exhibit 10.24  


 
 

AMENDMENT NO. 2
  TO
  SECURITYHOLDERS AGREEMENT    
    



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


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



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


        (1)   Section 15
of the Agreement is hereby amended and restated to read in its entirety as follows: 


        "SECTION 15.    Modification.. 



        Except
as otherwise provided herein, neither this Agreement nor any provision hereof shall be modified, changed, discharged or terminated except by an instrument in writing signed by the
party
against whom the enforcement of any modification, change, discharge or termination is sought or by the agreement of the holders of Shares representing in excess of 50% of the Common Stock of the
Company on a fully-diluted basis; provided, however, that any joinder of an Employee Stockholder pursuant to a Company option agreement shall not be
deemed a modification for purposes of this Section 15." 


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



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



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


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]










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



	 	 	INTERACTIVE HEALTH, INC.
	
 	
 	

By:	
 	

/s/  CRAIG WOMACK      
 Name:  Craig Womack

Title:    CEO
	

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

 	
 	

By:	
 	

Whitney GP, L.L.C.

its General Partner
	

 	
 	

By:	
 	

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

Managing Member
	

 	
 	
WHITNEY PRIVATE DEBT FUND, L.P.
	

 	
 	

By:	
 	

Whitney Private Debt GP, LLC

its General Partner
	

 	
 	

By:	
 	

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

Managing Member




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









	 	 	GREENLEAF CAPITAL, L.P.
	

 	
 	

By:	
 	

GreenLeaf GP, L.L.C.

its General Partner
	

 	
 	

By:	
 	

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

Attorney-in-Fact
	

 	
 	
WHITNEY V, L.P.
	

 	
 	

By:	
 	

Whitney Equity Partners V, L.P.

its General Partner
	

 	
 	

By:	
 	

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

Managing Member
	

 	
 	
WHITNEY & CO., LLC
	

 	
 	

By:	
 	

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

Title:    Partner
	

 	
 	
GREENLEAF MEZZANINE CAPITAL, L.P.
	

 	
 	

By:	
 	

GreenLeaf GP, LLC,

its General Partner
	

 	
 	

By:	
 	

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

Attorney-in-Fact




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









	 	 	MANAGEMENT PURCHASERS
	

 	
 	

/s/  CRAIG WOMACK      
 Name: Craig Womack

Number of Preferred Shares: 50,000

Address:

850 E. Ocean Blvd. #204

Long Beach, CA 90802

Telephone No.: (562) 435-6305
	

 	
 	

/s/  ANDREW COHEN      
 Name: Andrew Cohen

Number of Preferred Shares: 40,000

Address:

3015 Tiffany Circle

Los Angeles, CA 90077

Telephone No.: (310) 446-1438
	

 	
 	

/s/  HANS DEHLI      
 Name: Hans Dehli

Number of Preferred Shares: 30,000

Address:

32826 Leah Drive

Dana Point, CA 92629

Telephone No.: (949) 661-6386
	

 	
 	

/s/  THOMAS DRAGOTTO      
 Name: Thomas Dragotto

Number of Options: 33,791

Address:

  

Telephone No.:




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











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AMENDMENT NO. 2 TO SECURITYHOLDERS AGREEMENT