Amendment No. 2 to Securityholders Agreement by and among Interactive Health, Inc., Whitney Funds, Greenleaf Entities, and Management Purchasers

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.

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

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

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

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

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