**Exhibit 10.26**

**STAIRMASTER TECHNOLOGY TRANSFER**

**AND LICENSEAGREEMENT**

**THIS STAIRMASTER TECHNOLOGY TRANSFER AND LICENSE AGREEMENT**(hereinafter“Stairmaster Technology Agreement” or “Agreement”) relates to technology connected with the Nautilus Stairmaster business and is effective as of the date of signing by the last of the parties to sign below and is by and betweenXiamen World Gear Sports Goods Co., Ltd. a corporation organized under the laws of the People’s Republic of China (“Buyer”), having a place of business at 27-29 North 2nd Road, Xinglin, Jimei District, Xiamen City, Fujian Province, People’s Republic of China and Nautilus, Inc.(“Nautilus”), a Washington corporation, having a place of business at 16400 SE Nautilus Drive, Vancouver, WA. 98683. Buyer and Nautilus are referred to collectively herein as the “Parties”. This Stairmaster Technology Agreementis an exhibit to a Stairmaster Asset Purchase Agreement relating to the Nautilus Stairmaster business entered into on the same date between Buyer and Nautilus. The parties agree as follows: 

**1. Definitions and Schedule**

A. Unless expressly otherwise defined herein, the terms used in this Stairmaster Technology Agreement that are defined in the Stairmaster Asset Purchase Agreement shall have the same meaning as defined inthe Stairmaster Asset Purchase Agreement. 

B. “And/or” shall mean “and”, “or” and both“and” and “or”. 

C. “Affiliate” shall have the meaning set forth in rule 12b-2 of the regulationspromulgated under the Securities Exchange Act in force as of the effective date of this Stairmaster Technology Agreement. 

D.“Stairmaster Asset Purchase Agreement” shall mean an agreement entered into between the Parties to which this Stairmaster Technology Agreement is an exhibit. 

E. “Commercial Channel” shall mean bona fide sales to commercial, corporate, and government entities that are not Affiliates of Buyer and that provide access to the Stairmaster Products tomultiple users, including fitness centers, gyms, health clubs, studios, hotels, resorts, schools, military, and corporate employee centers. The Commercial Channel does not include and excludes all other sales or distributions of StairmasterProducts, including but not limited to sales and other distributions: (a) to end users (non-commercial users, typically home use) and

resellers, such as retailers and online resellers; and/or (b) to any entity where there is reason to know that such entity is selling or distributing to end users and/or resellers (except asused equipment following normal use in the entity’s facility). 

F. “IBD and SF Retail Channel” shall mean bonafide sales of Stairmaster Products to Independent Bicycle Dealers (IBDs) and Specialty Fitness (SF) Retailers that are not Affiliates of Buyer. Specialty Fitness Retailers shall mean retailers selling fitness equipment and fitness accessories andthe sales of fitness equipment and accessories constitutes at least 90% of the retailer’s total sales. By way of example only, and not of limitation, Specialty Fitness Retailers do not include Dick’s Sporting Goods, Cabelas, SportsAuthority, or other retailers having greater than 10% sales of non-fitness equipment. The IBD and SF Retail Channel is a subset of the Stairmaster Permitted Retail Channel. 

G. “Channel” shall mean the Commercial Channel and the Stairmaster Permitted Retail Channel. 

H. “Gross Sales” shall mean the total invoice price of Stairmaster Products, and all related charges of any type whether separatelyinvoiced (including, but not limited to, installation charges, shipping charges, taxes, and delivery charges) and whether the Stairmaster Products are sold, leased or otherwise distributed. 

I. “Net Sales” means “Gross Sales” less allowances for: (a) returns of Stairmaster Products actually received;(b) refunds by Buyer to customers and cancellation of orders from Buyer by customers for Stairmaster Products; (c) local, State and federal sales, VAT, and use and excise taxes required to be charged by Buyer for sales of StairmasterProducts, if separately stated on an invoice; and (d) freight charges and delivery fees, if separately stated on an invoice, and provided that any such separately stated freight charges and delivery fees do not exceed one hundred and ten(110) percent of the actual costs incurred by Buyer for freight and delivery. 

J. “Sales” means sales, leasesand any other types of distribution of goods and services. 

K. “Other Retail Channel” shall mean those portions ofthe Permitted Retail Channel that excludes the IBD and SF Retail Channel. 

L. “ Permitted Retail Channel” shall meanbona fide sales to third parties (who are not Affiliates of a Party) who resell the purchased products as new, in-box to retail customers including in-store sales and online sales. The Permitted Retail Channel consists of the (1) IBD and SFRetail Channel and (2) Other Retail Channel. 

M. “Direct Channel” shall mean bona fide sales by a Party directly to customers(end users) who are not in the Commercial Channel or Permitted Retail Channel, such as to individuals who will use or gift the products, and will not make the products available to additional users in a commercial, business, or government setting.

N. “Restricted Parties” shall mean the following listed parties: ICON Health & Fitness, Inc., Amer Sports(includes Precor whether or not affiliated with Amer), Johnson Fitness Co. (includes Matrix, Vision, and Horizon whether or not affiliated with Johnson), Brunswick Corporate (including Lifefitness whether or not affiliated with Brunswick), CybexInternational, Inc., Technogym SpA, and TRUE Fitness Technology, and affiliates thereof. 

O. “Stairmaster CopyrightedWorks” shall mean tangible works of authorship previously used by Nautilus, and/or previously created for use by Nautilus, in connection with selling products under one or more of the Stairmaster Trademarks, and for which Nautilus owns or hasexclusive rights to relevant copyrights, regardless of whether the copyright for any such Copyrighted Works are registered with any copyright office. 

P. “Stairmaster Products” shall mean products sold under one or more of the Stairmaster Trademarks. 

Q. “Stairmaster Know How” shall mean technical information that may not be confidential, but that is required to efficiently manufacture Stairmaster Products. Stairmaster Know How includestooling for Stairmaster Products and components thereof obtained by Buyer from Nautilus. 

R. “Stairmaster ConfidentialInformation” shall mean Confidential Information relating to manufacturing and marketing of Stairmaster Products. 

S.“ Stairmaster Domain Names” shall mean the following domain names: 

stairmaster.com 

stairmasterfitness.com 

stairmastercanada.com 

stairmaster.us 

stairmaster.tv 

stairmaster.org 

stairmaster.mobi 

stairmaster.info 

stairmaster.biz 

stair-master.com 

T. “Stairmaster Patents” shall mean: 

US 5,374,227 – Linkage system to move the foot pedal to match a user’s motion 

US 5,749,807 – Using rheological resistance system for Stepper 

US D373,805 – Design patent for a stepper platform 

US D376,828 – Design patent for a shrouding 

U. “Stairmaster Marks”and Stairmaster Trademarks” shall mean the following trademarks (registrations for which are listed in Schedule A to this Stairmaster Technology Agreement): 

STAIRMASTER word mark 

STAIRMASTER stylized 

STAIRMASTER HEALTH AND FITNESS PRODUCTS word 

STEPMILL word 

“S” design 

CLUBSTRIDE word 

CROSSROBICS word 

FREECLIMBER word 

V. “Stairmaster Trade Secrets” means information, including a formula, pattern, compilation, program, device, method, technique, or process that is necessary for the manufacture of StairmasterProducts and that: 

(a) Derives independent economic value, actual or potential, from not being generally known to, and notbeing readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and 

(b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. 

W.“Stairmaster Intellectual Property” or “Stairmaster IP” means Stairmaster Confidential Information, Stairmaster Copyrighted Works, Stairmaster Domain Names, Stairmaster Know How, Stairmaster Marks, Stairmaster Patents andStairmaster Trade Secrets. 

X. This Stairmaster Technology Agreement incorporates the attached schedules A, B, C and D, listedbelow: 

Schedule A:     Registrations of Stairmaster Marks 

Schedule B:     Patent Assignment (for recordation purpose) 

Schedule C:     Trademark Assignment (for recordation purposes) 

Schedule D:     Electronic Payment Instructions 

**2. Transfer of Rights**

A. Patent Assignment. 

Subject to the terms of this Stairmaster Technology Agreement, Nautilus hereby assigns and transfers to Buyer all of Nautilus’ rights and interests in the Stairmaster Patents. To confirm thisassignment of patent rights, simultaneously with the execution of this Stairmaster Technology Agreement, Nautilus agrees to execute the Patent Assignment of Schedule B to this Stairmaster Technology Agreement. 

B. Trademark Assignment. 

(i) Subject to the terms of this Stairmaster Technology Agreement, Nautilus hereby assigns to Buyer all of Nautilus right title and interest in and to: (i) the Stairmaster Trademarks; (ii) theregistrations of Schedule A; and (iii) the goodwill of the Nautilus Stairmaster business associated with the Stairmaster Trademarks. Nautilus agrees to execute the trademark assignment of Schedule C to this Stairmaster Technology Agreement toconfirm this assignment. 

(ii) Notwithstanding Section 2.B.(i), Buyer agrees it shall not sublicense anyof the Stairmaster Marks to any Restricted Parties or allow any one or more of the Restricted Customers to use any one or more of the Stairmaster Marks. 

C. Trademark Licenses to Nautilus 

(i) Direct Channel: Buyerhereby grants to Nautilus an exclusive, irrevocable, worldwide, royalty-free, license to the Stairmaster Marks, and variations thereof, solely for use in connection with products sold or otherwise distributed by or for Nautilus in the DirectChannel. Nautilus grants back to Buyer, a non-exclusive, irrevocable, worldwide, royalty-free license to the Stairmaster Marks, and variations thereof, for non-targeted sales in the Direct Channel. Non-targeted shall mean that Buyer shall notpublish advertising directed to the Direct Channel. Buyer agrees it shall limit it gross sales in the Direct Channel to less than ten (10) percent of its total gross sales for all Stairmaster Products. 

(ii) Nautilus agrees that all Stairmaster Products it sells in the Direct Channel shall be products Nautilus obtains fromBuyer or an affiliate of Buyer: the parties expressly agree that Land America Life & Fitness Co., Ltd. is such an affiliate. 

(ii) Other Retail Channel: For 18 months from the effective date of thisStairmaster Technology Agreement, Nautilus shall have the exclusive license to, and Buyer shall have no right to, use the Stairmaster Marks in the Other Retail Channel. 

(iii) These licenses are non-assignable and non-transferable except that Nautilus may transfer/assign this license to asuccessor-in-interest of Nautilus. For purpose of clarification, Nautilus has no license to use any of the Stairmaster Marks in the Commercial Channel. Any and all usage of the Stairmaster marks by Nautilus will be for products meeting Buyer’squality standards. The Parties agree that products having a quality that is at least equal to the quality of products currently being sold by Nautilus under the Stairmaster Marks meet Buyer’s quality standards. Any use by Nautilus of theStairmaster Trademarks under the license to Nautilus of this Section 2.B of the Stairmaster Technology Agreement shall be in accordance with Buyer’s Trademark usage guidelines that are applicable to Buyer’s own Stairmaster Products.The Parties agree that any usage by Nautilus of the Stairmaster Trademarks in the manner currently being used by Nautilus meet Buyer’s Trademark Usage Guidelines. 

D. Copyright Transfer. 

Subject to the terms of this StairmasterTechnology Agreement, Nautilus hereby assigns to Buyer all of Nautilus’ rights in Copyrighted Works that are currently being used by Nautilus solely in connection with manufacturing and/or selling of Stairmaster Products. To the extent Nautilushas any rights in Copyrighted Works being used by Nautilus in connection with making and selling both Stairmaster Products and non-Stairmaster Trademarked Products (“Other Copyrighted Works”), and thus that are not being used by Nautilussolely in connection with manufacturing and/or selling Stairmaster Products, and that are necessary to manufacture and sell Stairmaster Products, Nautilus grants to Buyer a non-exclusive, non-transferable, non-assignable, non-sublicensable,worldwide, license to reproduce, distribute, perform and make derivative works of any such Other Copyrighted Works solely in connection with Stairmaster Products in the Commercial Channel and/or the Permitted Retail Channel. 

E. Domain Name Transfer. 

Subject to the terms of this Stairmaster Technology Agreement, Nautilus hereby assigns the Stairmaster Domain Names to Buyer. Buyer agrees to only use the domain names in connection with websites sellingStairmaster Products in the Commercial Channel and/or the Permitted Retail Channel. 

F. Trade Secrets, Know How and Confidential Information. 

Subject to the terms of this Stairmaster Technology Agreement, Nautilus hereby grants to Buyer a non-exclusive,non-transferable, non-assignable, non-sublicensable, and worldwide license to Stairmaster Know How, Stairmaster Trade Secrets and Stairmaster Confidential Information solely for use in connection with sales and marketing of Stairmaster Products inthe Commercial Channel and/or the Permitted Retail Channel. 

G. Covenant Not to Sue 

Buyer hereby covenants not to sue Nautilus for any violations of any of the Stairmaster Intellectual Property for anyNautilus acts outside of the Commercial Channel. 

**3. Registration, Filings and Enforcement.**

A. Registrations and Filings. Buyer shall maintain the Registrations of Schedule A that include the word Stairmaster for at least ten(10) years from the effective date of this Stairmaster Technology Agreement. 

**4. Payments**

A. Royalty on Net Sales of Stairmaster Products in the Commercial Channel. 

(i) For the Trademark rights granted by this License Agreement to Buyer for Stairmaster Products sold in the CommercialChannel, Buyer shall pay Nautilus a fixed Royalty of US$83,333.33 per quarter for each of the Calendar Years 2010, 2011 and 2012. Thereafter, there shall be no Royalty for Net Sales of Stairmaster Products in the Commercial Channel. 

B. Royalty on Net Sales of Stairmaster Products in the IBD and SF Channel. 

(i) For the Trademark rights granted by this License Agreement to Buyer for Stairmaster Products sold in the IBD and SFChannel, Buyer shall pay Nautilus a Royalty which is equal to three (3) percent of Net Sales of Stairmaster Products in the IBD and SF Retail Channel. The Royalty of this Section 4.B.(i) shall continue for so long as Buyer is sellingStairmaster Products in the IBD and SF Retail Channel and shall have no applicable Minimum Annual Payment or Royalty Cap. 

C.Royalty on Net Sales of Stairmaster Products in the Other Retail Channel. 

(i) For the Trademark License rightsgranted by this License Agreement to Buyer for Stairmaster Products sold in the Other Retail Channel, Buyer shall pay Nautilus a Royalty which is equal to five (5) percent of Net Sales of Stairmaster Products in the Other Retail Channel. TheRoyalty of this Section 4.C.(i) shall continue for so long as Buyer is selling Stairmaster Products in the Other Retail Channel and shall have no applicable Minimum Annual Payment or Royalty Cap. 

(ii) Buyer shall have no rights in the Other Retail Channel for eighteen(18) months from the execution of this Agreement per section 2.C.(ii). 

D. Because of the difficulty of allocatingroyalties and the different types of intellectual property being licensed by this License, the Parties agree that a Royalty based on Net Sales of products that bear and/or are marketed in connection with any one or more of the Licensed Marks is anappropriate and convenient manner of establishing the Royalty. 

E. Payment Schedule. The Royalties of thisStairmaster Technology Agreement will accrue upon the earlier of the invoice date, or the shipping date for the goods by Buyer. The Royalty amounts set forth in sections 4.A.; 4.B. and 4.C. are payable quarterly from Buyer to Nautilus within thirty(30) days after each March 31st, June 30th, September 30th, and December 31st, beginning January 1. 2010. The quarterly royalty paymentsshall accompany the required reports of Section 4.G. 

F. Methods of Payments to Nautilus. All payments under thisAgreement to Nautilus shall be made in U.S. Dollars and made by electronic payment as set out in Schedule D to this Agreement. Buyer shall not be permitted to pay money in escrow or to any entity other than Nautilus, unless pursuant to a final courtorder that is not subject to appeal. 

G. Reports and Records. Buyer shall keep and preserve accurate records of all of itsoperations within the scope of this Agreement. With each payment by Buyer to Nautilus, and for the Calendar Quarter for which a payment is being paid, Buyer shall provide to Nautilus a report stating the Gross Sales, Net Sales, Net Sales in theCommercial Channel, Net Sales in the IBD and SF Channel, Net Sales for the Other Channel and returns by channel and product number (preferably SKU identifiers), Royalty calculations, and Royalty due. Nautilus and its agents (e.g., accountants) shallhave the right to inspect and copy such records at reasonable times. 

H. Costs of Inspection and Copying. The cost of anyinspection and copying of records under Section 4/G/. shall be borne by Nautilus unless a discrepancy is discovered in Nautilus’ favor in an amount that is greater than five (5) percent of the Royalty due versus the Royalty paid, inwhich case such costs shall be borne by Buyer. 

I. Record Retention. Buyer and Nautilus are not required to retain any recordsrelating to this License Agreement for longer than five (5) years from the date of their creation. 

J. Pricing. All pricing for products sold by Buyer shall be determined by and be under thesole control of Buyer. 

K. Currency. All amounts set forth in this License are in U.S. dollars. 

**5. Written Notice.** Any Written Notice that is required under this Stairmaster Technology Agreement shall be as provided as set forthin the Stairmaster Asset Purchase Agreement. 

**6. Entire Agreement.** This Stairmaster Technology Agreement and SchedulesA, B and C hereto, which are incorporated by reference herein, contain the entire agreement of the parties relating to the assignment, transfer and/or licensing of Nautilus Stairmaster business related intellectual property rights from Nautilus toBuyer, and supersedes all existing agreements and all other oral, written or other communications between the parties relating to its subject matter. This Stairmaster Technology Agreement cannot be modified except in a writing signed by all of theparties and that expressly recites that the writing is an amendment to or a modification of this Stairmaster Technology Agreement. 

**7. Compliance with Laws.** Buyer shall at all times comply with all applicable laws, statutes, rules, regulations and ordinances, including without limitation those governing wages, hours, desegregation, employment discrimination,health and safety, and equal opportunity laws and regulations to the extent that they are applicable. 

**8. ConfidentialInformation**

Confidential Information shall be as defined in the Stairmaster Asset Purchase Agreement. Buyer agrees tomaintain the confidentiality of the Confidential Information, otherwise neither party shall have any obligations of confidence with respect to any Stairmaster Intellectual Property. 

**9. Termination and Default.**

A. Material Breach Due to Improper Sublicense: If Buyer breaches section 2.B.(ii) of this Agreement (improper sublicense) and fails to, or refuses to, cure such breach within 60 days of written notice byNautilus, Nautilus may terminate this Agreement and require reassignment of the Stairmaster Trademarks to Nautilus. 

B. OtherMaterial Breach: It shall be a default of this Stairmaster Technology Agreement for Buyer or Nautilus to fail to perform any material term or condition of this Stairmaster Technology Agreement within a sixty (60) day cure time period followingwritten notice setting forth such failure or alleged failure by Buyer to Nautilus and/or by Nautilus to Buyer. In the event of a default of this Agreement by Buyer that is not cured within the sixty (60) day cure period, the Parties shallfollow the dispute resolution provisions of Section 13 below. 

C. Events Upon Termination or Expiration. 

(i) In the event of any termination or expiration of this Agreement for any reason: All payments from Buyer to Nautilus that have accruedunder the Stairmaster Asset Purchase Agreement and/or under the Stairmaster Technology Agreement as of the date of termination or expiration shall immediately become due and payable. 

(ii) In the event of any Termination of this Stairmaster Technology Agreement is based in whole or in part upon default by Buyer ofSection 2.B.(ii), then any and all rights assigned, transferred and/or licensed to Buyer under this Stairmaster Technology Agreement shall automatically revert back to Nautilus and all use of the Stairmaster Marks by Buyer, as well as of anymarks, names or domain names confusingly similar thereto, shall immediately cease except that Buyer may complete all unfinished goods (work-in-progress) and sell all inventory for up to six (6) months after termination. Buyer may not acquireany additional parts or materials to complete unfinished goods after termination of this Stairmaster Technology Agreement for this reason. Any and all use by Buyer of any Stairmaster Patents and of any other rights Buyer has received under thisStairmaster Technology Agreement from Nautilus shall immediately cease upon sale of such outstanding inventory. 

D. AdditionalRelief. The Parties shall be entitled to such other relief as may be determined by a court of law as selected under Section 13.A. below. 

**10. Term.** This Stairmaster Technology Agreement, unless terminated in accordance with its terms, shall continue in force. 

**11. Disclaimer.**

Disclaimer. ALL RIGHTS ASSIGNED, TRANSFERRED AND/OR LICENSED BY NAUTILUS TO BUYER ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NAUTILUS HEREBY DISCLAIMS ALLWARRANTIES, EXPRESS AND/OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND/OR WARRANTIES AGAINST INFRINGEMENT. THE MAXIMUM LIABILITY OF NAUTILUS TO BUYER RELATING TO THISSTAIRMASTER TECHNOLOGY AGREEMENT SHALL BE NO GREATER THAN $100,000 . 

**12. Export Restrictions.**Buyer agrees to comply with all applicable international andnational laws that apply to products, including U.S. Export Administration Regulations, as well as End-User, End-Use and Destination restrictions issued by the United States and other governments. Nothing in the preceding sentence shall be construedto grant Buyer any rights to in any manner for any purpose not expressly recited by this Stairmaster Technology Agreement. 

**13. Controlling Law, Venue and Dispute Resolution.**

A. Court and Law. This Stairmaster Technology Agreementshall be interpreted in accordance with and governed by the substantive and procedural laws of the State of Washington, without regard to choice-of-law principles. The parties hereby irrevocably consent to the exclusive jurisdiction of the courts ofthe State of Washington, Clark County, or of a U.S. District Court for the Western District of Washington, USA in connection with any dispute relating to this Stairmaster Technology Agreement and/or to any alleged breach of this StairmasterTechnology Agreement. Each party hereby irrevocably waives any objection that the party may now or hereafter have regarding this choice of forum. 

B. Resolution Procedures. The parties agree to follow procedures set forth in sub-sections 13.C. – 13.E. for the resolution of any dispute, whether this Stairmaster Technology Agreement specificallyrecites the applicability of these dispute resolution procedures to the dispute. 

C. Negotiated Resolution. Buyer and Nautiluswish to avoid disputes. In the event of any dispute, the parties shall first attempt to resolve the matter by an in-person meeting between executive level managers of Buyer and Nautilus to review a presentation by each of them concerning thedispute. The meeting will be held in Seattle, Washington unless otherwise agreed. Unless otherwise agreed by Buyer and Nautilus, only if the executive level managers are unable to resolve the dispute within the shorter of thirty (30) days ofthe first such meeting or forty-five (45) days from the first Written Notice by either Party requesting such meeting, shall any party be free to proceed under Section 13.D. 

D. Mediation. Any dispute that has not been resolved under Section 13.C. shall be the subject of non- binding mediation before a singleimpartial mediator selected by mutual agreement of Buyer and Nautilus. This mediator shall be an attorney with at least 15 years experience in intellectual property licensing issues. Buyer and Nautilus agree to make a good faith effort to select amediator within thirty (30) days from the date that the mediation is first requested by Written Notice by either Buyer or Nautilus. Unless otherwise agreed to by the parties, the mediation will be held in Seattle, Washington and shall becompleted within sixty days of any such Written Notice of a request for mediation. A party shall not be entitled to

request mediation until after the end of the negotiation and resolution procedure of Section 13.C. Each party shall bear its own costs, including attorney fees of any mediation and shallshare equally the costs of the mediator. Unless otherwise agreed by the parties, only if mediation does not resolve the alleged claim or controversy, shall any party be free to proceed under sub-section 13.E. 

E. Litigation. Any dispute that is not resolved pursuant to the procedures of Section 13.C. and 13.D. shall be subject to litigation byeither party, subject to Section 13.A. The Parties agree that neither party shall be liable to the other party for any attorney fees in connection with any dispute, whether at trial, upon appeal, and/or otherwise; provided, however that, to theextent a dispute relates to the failure by Buyer to make any payments under this Stairmaster Technology Agreement when due, Buyer shall pay Nautilus’ reasonable attorney fees in connection therewith, including at trial, upon appeal and/orotherwise. 

**14. General.**

A. Nonwaiver. No failure on the part of Buyer or Nautilus to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by Buyeror Nautilus of any right hereunder preclude any further exercise thereof of such right or of any other right. 

B. Severability.Any provision of this Stairmaster Technology Agreement that is prohibited or rendered unenforceable by any law shall be ineffective only to the extent of the prohibition or unenforceability without invalidating the remaining provisions of thisStairmaster Technology Agreement. 

C. Force Majeure. Neither party shall be liable for delays due to any cause beyond thecontrol and without the fault or negligence of the Party incurring the delay, including, to the extent it satisfies the above description, any fire, unusual weather conditions, riot, act of God, act of the public enemy, death or incapacity of anindividual who is to perform work, or other similar event. However, both Parties agree to seek to mitigate the potential impact of any such delay. The Party incurring the delay shall within thirty (30) business days from the beginning of thedelay, notify the other Party in writing of the causes of the delay and its probable extent. The notification of delay shall not be the basis for a request for additional compensation. In the event of any such delay, any required completion date maybe extended by a reasonable period not exceeding the time actually lost by reason of the delay. 

D. No Other Representations.Buyer and Nautilus hereby acknowledge that they have not been induced to enter into this Stairmaster Technology Agreement by any representation or warranty not set forth in this Stairmaster Technology Agreement. 

E. Headings. The headings and subheadings of this Stairmaster Technology Agreement areintended for convenience of reference only and shall not be used to interpret this Stairmaster Technology Agreement or affect the construction of this Stairmaster Technology Agreement. 

F. Construction. Words importing the singular include the plural, words importing any gender include every gender and words importing personsinclude entities, corporate and otherwise; and (in each case) vice versa. Whenever the terms “including” or “include” are used in this Stairmaster Technology Agreement in connection with a single item or a list of items within aparticular classification (whether or not the term is followed by the phrase “but not limited to” or words of similar effect) that reference shall be interpreted to be illustrative only, and shall not be interpreted as a limitation on, oran exclusive enumeration of the items within that classification. 

G. Survival. The terms, provisions and representationscontained in this Stairmaster Agreement shall survive any termination or expiration of this Stairmaster Technology Agreement to the extent that such survival is necessary to give effect to their full meaning and intent. Without limiting theforegoing, the parties expressly agree that the following Sections (including all sub-parts, unless a specific sub-part is specified) of this Stairmaster Technology Agreement shall survive termination and expiration of this Stairmaster TechnologyAgreement: 1; 2.B,(ii); 2.C., exclusive license back to Nautilus, unless ownership of the Stairmaster Trademarks returned to Nautilus; 2.G; 3.A unless ownership of the Stairmaster Trademarks is returned to Nautilus; 5; 6; 7; 8; 9; 10; 11; 12; and13. 

H. No Third Party Beneficiaries. This Stairmaster Technology Agreement is intended solely for the benefit of the partieshereto. Except as expressly set forth in the Stairmaster Technology Agreement, nothing in the Stairmaster Technology Agreement shall be construed to create any liability to or any benefit for any person not a party to this Stairmaster TechnologyAgreement. 

I. Successors and Assigns. This Stairmaster Technology Agreement is personal to Buyer and shall not be assigned byBuyer, except to an Affiliate of Buyer, with the written consent of Nautilus, which consent shall not be unreasonably withheld. Except as provided in the preceding sentence, none of the rights granted to Buyer under this Stairmaster Technology

Agreement are assignable, transferable, or sub-licensable in any way. Nautilus shall have the right to assign this Stairmaster Technology Agreement and its rights hereunder to a successor ininterest. 

J. Effective Date. This Stairmaster Technology Agreement shall be effective on the date of the last signature by theParties as indicated on the signature page hereto (“Effective Date”). 

K. Counterparts. This Stairmaster TechnologyAgreement may be executed in any number of counterparts, which together will constitute one instrument. 

L. IndependentContractors. Buyer and Nautilus are independent contractors and are not the agent(s) of one another for any purpose. Neither Buyer nor Nautilus shall have any authority to bind or obligate one another. 

M. Ethical Conduct. Buyer and Nautilus shall use the highest ethical standards in their business activities and shall each not do anything tobring the other into an unfavorable light. 

N. Determining Time Periods. Time periods for Written Notice under this StairmasterTechnology Agreement, such as a time period for taking action upon Written Notice, shall not count the day the Written Notice is effective and shall end at midnight Vancouver, Washington time of the last day of the time period. 

In agreement hereto the parties have signed below. 

 
**Xiamen World Gear Sports Goods Co., Ltd.**  **Nautilus, Inc.****(Buyer)**  **(Nautilus)**
/s/ Michael Bruno
  
Kenneth L. Fish
Signature  Signature
Michael Bruno
  
Kenneth L. Fish
Printed Name  Printed Name
CEO
  
CFO
Title  Title
December 5, 2009
  
12/5/2009
Date  Date