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Exhibit 10.25    
    


Certain
portions of this Exhibit marked by an ***

have been omitted pusuant to a Confidential

Treatment Request and such material has been

filed separately with the Securities and Exchange

Commission, as required by Rule 406 of Regulation C 


FIRST AMENDMENT TO

DISTRIBUTION AGREEMENT  


        This First Amendment to Distribution Agreement (this "Amendment"), is made as of February    ,2003 between each of the undersigned and amends that
certain Distribution Agreement dated as of August 24, 2000 (the "Distribution Agreement"), by and between DAITO-OSIM HEALTH CARE APPLIANCES (SUZHOU) CO., LTD., a Chinese
corporation, having its principal place of business at No. 16 SuTong Rd., Suzhou, Jiangsu, P.R. China 215006 ("Supplier"), and INTERACTIVE HEALTH LLC, a California limited liability company,
having its principal place of business at 3030 Walnut Ave., Long Beach, CA 90807, United States of America ("Distributor"). Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned to them in the Distribution Agreement. 


RECITALS:  


        A.    In
addition to the Distribution Agreement which defines "Products", in part, as massage chairs and "Territory" as the United States of America and Canada, Supplier and
Distributor entered into three other distribution agreements, one dated as of April 14, 2000 and the other two dated as of August 24, 2000 (collectively, the "Other Distribution
Agreements"). 


        B.    Supplier
and Distributor desire to consolidate, extend, and modify the subject matter of the Distribution Agreement and the Other Distribution Agreements. 


        C.    Accordingly,
Supplier and Distributor desire to amend the Distribution Agreement as set forth herein and, upon the effectiveness of such amendment, terminate the Other
Distribution Agreements. 


AGREEMENT:  


        NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 


        1.    Definitions.    



        1.1   Section 1
of the Distribution Agreement is hereby amended by substituting the following defined terms in lieu of their previous definitions: 



"Product"
or "Products" means any and all massage chairs, zero gravity "Perfect Chairs", and massage products manufactured or sold by Supplier, whether now or in the future. 


"Territory"
means the North America Territory, the Perfect Chair Territory, the Exclusive International Territory and the Remaining International Territory. 




        1.2   Section 1
of the Distribution Agreement is hereby further amended by adding the following defined terms: 



"Exclusive
International Territory" means those countries and areas listed on Exhibit A attached hereto. 


"Massage
Chair Products" mean any and all massage chairs included within the definition of Products. 


"North
America Territory" means the United States of America, Canada and Mexico. 





***
Confidential treatment requested. 







 


"Other
Massage Products" mean any and all Products other than the Massage Chair Products and Perfect Chair Products. 


"Perfect
Chair Products" mean any and all zero gravity "Perfect Chairs" included within the definition of Products. 


"Perfect
Chair Territory" means the entire world. 


"Remaining
International Territory" means those countries and areas listed on Exhibit B attached hereto. 





        2.    Grants.    Section 2.1 is hereby amended and restated in its entirety to read as follows: 



        2.1   Appointment
as Distributor. Subject to the terms and conditions of this Agreement, Supplier hereby grants to Distributor, and Distributor hereby accepts from Supplier,
the following rights and licenses: 



        A.    The
exclusive right and license to import, market and distribute the Massage Chair Products in the North America Territory during the term of this Agreement. 


        B.    The
exclusive right and license to import, market and distribute the Massage Chair Products in the Exclusive International Territory during the term of this Agreement. 



        C.    The
right and license to import, market and distribute the Massage Chair Products in the Remaining International Territory during the term of this Agreement. 


        D.    The
exclusive right and license to import, market and distribute the Perfect Chair Products in the Perfect Chair Territory during the term of this Agreement. 


        E.    The
right and license to import, market and distribute the Other Massage Products in the Perfect Chair Territory, except Asia, during the term of this Agreement. 





        3.    Exception to Exclusivity.    Section 2,2 is hereby amended and restated in its entirety to read as
follows: 



        2.2   Exception
to Exclusivity. Distributor hereby agrees that notwithstanding the exclusive right and license set forth in Section 2.1(A) & (B) above,
Supplier shall reserve a right to export and sell Non-IH Massage Chairs (as defined below) to ***. "Non-IH Massage Chairs" shall refer to any massage chair manufactured by
Supplier that does not contain any technology owned or designed, in whole or in part, by Distributor and is different in design from the Products currently purchased by Distributor from Supplier. 




        4.    Termination of Exclusivity.    Section 2 is hereby amended by adding the following two Subsections to the
end of Section 2: 



        2.5   Termination
of Exclusivity under Section 2.1(A). Supplier may terminate the exclusivity of the right and license granted pursuant to Section 2.1(A) upon
written notice to Distributor at least ninety (90) days prior to the effectiveness of such termination upon the occurrence of either of the following events; provided, however, such written
notice must be delivered within 90 days after the end of the measurement period included within the triggering event: 



        (a)   Distributor's
purchases of Products in the aggregate from Supplier and its affiliates in any one year period commencing on March 1, 2003 or anniversary thereof
decrease by *** from the previous year. 


        (b)   Distributor's
purchases of Products in the aggregate from Supplier and its affiliates in any two year period commencing on March 1, 2003 or anniversary thereof
decrease by *** from the previous two years. 




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        2.6   Termination
of Exclusivity under Section 2.1(B). Supplier may terminate the exclusivity of the right and license granted pursuant to Section 2.1(B) upon
written notice to Distributor at least ninety (90) days prior to the effectiveness of such termination upon the occurrence of either of the following events; provided, however, such written
notice must be delivered within 90 days after the end of the measurement period included within the triggering event: 



        (a)   Distributor
fails to purchase at least *** of Products in the aggregate from Supplier or its affiliates for sale in the Exclusive International Territory during the
three year period commencing on March 1, 2003. 



        (b)   Distributor
fails to purchase at least *** of Products in the aggregate from Supplier or its affiliates for sale in the Exclusive International Territory in any one year
period commencing on March 1, 2006 or anniversary thereof. 





        5.    Extended Term.    The first sentence of Section 9.1 is hereby amended to read as follows: 



        Subject
to earlier termination pursuant to Section 9.2, the initial term of this Agreement shall commence as of the Effective Date and continue through March 1, 2013. 




        6.    Termination.    Section 9.2(c) is hereby amended and restated in its entirety to read as follows: 




        (c)   Distributor
fails to purchase at least *** of Products from Supplier or its affiliates during any calendar year of this Agreement commencing with calendar year 2003. 





        7.    Effective Amendment.    Except as specifically amended hereby, the Distribution Agreement shall remain
unmodified and in full force and effect. 


        8.    Termination of Other Distribution Agreements.    Upon, and in consideration of, the effectiveness of this
Amendment, the parties hereto hereby terminate the Other Distribution Agreements in accordance with the early termination provisions contained in each of those agreements, including Consequences of
Termination and Survival. 


        9.    Governing Law.    This Amendment shall be governed by and construed in accordance with the laws of the State of
California without reference to its principles of conflicts of laws. 



        10.    Counterparts.    This Amendment may be executed in counterparts each of which shall be an original but all of
which shall together constitute one and the same agreement. 


        IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date and year above first written. 



	 	 	DAITO-OSIM HEALTHCARE APPLIANCES

(SUZHOU) CO., LTD.
	 	 	 	 
	 	 	By:	 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	

 	
 	

 	

 
	 	 	INTERACTIVE HEALTH LLC
	 	 	 	 
	 	 	By:	 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	 	 




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EXHIBIT A  


 List of Exclusive International Territory  



	Israel	 	Macedonia	 	Austria
	South America	 	Slovenia	 	The Netherlands
	Central America	 	Russia	 	Hellenic Republic
	Africa (except Egypt)	 	Ukraine	 	Switzerland
	Poland	 	Belarus	 	Sweden
	Romania	 	Moldova	 	Spain
	Yugoslavia	 	Lithuania	 	Denmark
	The Czech Republic	 	Latvia	 	Germany
	Hungary	 	Estonia	 	Norway
	Bulgaria	 	Trans Dniester	 	Finland
	The Slovak Republic	 	Iceland	 	France
	Croatia	 	Ireland	 	Belgium
	Bosnia	 	Great Britain	 	Portugal
	Herzegovina	 	Northern Ireland	 	Lebanon
	Albania	 	Italy	 	 





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EXHIBIT B  


 List of Remaining International Territory  



	Australia	 	Iraq	 	Syria
	New Zealand	 	Jordan	 	Tajikistan
	Afghanistan	 	Kuwait	 	Turkey
	Armenia	 	Kyrgyzstan	 	Turkmenistan
	Azerbaijan	 	Oman	 	U.A.E.
	Bahrain	 	Pakistan	 	Uzbekistan
	Cyprus	 	Qatar	 	Yemen
	Iran	 	Saudi Arabia	 	Egypt





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Exhibit 10.25