PURCHASE OPTION AGREEMENT

EX-10.37 3 dex1037.htm PURCHASE OPTION AGREEMENT, DATED JANUARY 31, 2007 Purchase Option Agreement, dated January 31, 2007

Exhibit 10.37

PURCHASE OPTION AGREEMENT

THIS PURCHASE OPTION AGREEMENT ("Agreement") is entered effective the 31st day of January 2007, by and between Nautilus, Inc., a Washington corporation, ("Purchaser"), and Land America Health & Fitness Co., LTD. (“Land America”), a People’s Republic of China corporation ("Seller").

R E C I T A L S:

WHEREAS, among its activities, Seller engages in the manufacture of certain of Purchaser’s proprietary line of health and fitness equipment and selected other fitness equipment (the "Business"); and

WHEREAS, Seller desires to provide Purchaser an exclusive, time-limited option to buy the Business and substantially all of the assets of the Business, and Purchaser desires to obtain an exclusive, time-limited option to purchase the Business and substantially all of the assets of the Business; and

WHEREAS, Nautilus has entered into a Purchase Option Agreement, of even date herewith, providing for an option to purchase substantially all of the assets of Treuriver Investments Limited (the “Treuriver Option”, and such Agreement the “Treuriver Option Agreement”); and

WHEREAS, Seller and Purchaser have finalized the terms of the attached Asset Purchase Agreement and associated Escrow Agreement to be used at Closing for the purchase transaction contemplated herein.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, Purchaser and Seller hereby agree as follows:

OPTION GRANT. Seller hereby grants to Purchaser the exclusive option (the "Option") to acquire those of Seller’s assets (the "Assets") used or useful, now or at the time of exercise of the Option, in the design, manufacture, production or delivery of Purchaser’s products and other fitness equipment, including, without limitation, all tangible and intangible assets, machines, devices, instruments and components and related intellectual properties, including, but not limited to know-how, facility layouts, tooling, drawings, engineering drawings, process instructions, quality assurance tests, inventory, materials, Seller lists, vendor lists and related items sufficient to enable Purchaser to continue the design, manufacture, production and delivery of Purchaser’s products in the manner theretofore produced by Seller. The Assets shall not include any cash, marketable securities, accounts receivable, or assets not used in the design, manufacture, production or delivery of Purchaser’s products or other fitness equipment.

2.	OPTION FEE. In consideration of the grant of the Option, Purchaser shall pay to Seller an option fee of Four Million U.S. Dollars ($4,000,000) (the "Option Fee"). In the event

Purchaser fails to exercise the Option, the entire amount of the Option Fee shall be retained by Seller. If Purchaser exercises the Option, the Option Fee shall be retained by Seller and credited to the payment of the Purchase Price.

3.	TERM AND EXERCISE.

3.1

Option Term. The term of the Option shall begin on the date of delivery of the Option Fee and expire at 6:00 p.m. Pacific Daylight Time on June 30, 2007. In the event Purchaser fails to exercise the Option on or before such time of expiration, Purchaser shall return to Seller or destroy all confidential and proprietary information of Seller obtained by Purchaser during the due diligence process.

3.2

Exercise of Option. On or before expiration of the Option as provided in Section 3.1 above, and subject to the provisions of Section 3.3 below, Purchaser may elect to exercise the Option by giving written notice to Seller in accordance with Section 9.2 below.

3.3

Purchase Agreement and Escrow Agreement. Within sixty (60) days after delivery of written notice of exercise as specified in Section 3.2 above, but no earlier than June 30, 2007, Purchaser and Seller shall execute and deliver a definitive Asset Purchase and Sale Agreement ("Purchase Agreement") in the form attached hereto as Exhibit A. The purchase and sale of the Assets shall be completed on December 31, 2007 (the “Closing Date”) in accordance with the terms of the Purchase Agreement. Seller shall deliver draft schedules and exhibits to the Purchase Agreement, with the exception of disclosures related to Section 3.17 of the Purchase Agreement, on or before April 30, 2007 and shall promptly provide updated schedules and exhibits to supplement or correct any information presented in such draft schedules.

3.4

Treuriver Option Agreement. It is the intention of the parties that exercise of the Option shall occur only in conjunction with exercise of the Treuriver Option. Therefore, exercise (or expiration, if applicable) of the Option as provided in Section 3.2 above shall constitute exercise of the Treuriver Option, and exercise (or expiration, if applicable) of the Treuriver Option in accordance with the terms of the Treuriver Option Agreement shall constitute exercise of the Option granted herein.

4.	CONTINUATION OF BUSINESS; AUDITED FINANCIAL STATEMENTS.

4.1

Continuation of Business. From the date of this Agreement until the expiration of the Option, or until execution of the Purchase Agreement if the Option is exercised, (i) Seller shall continue to operate the Business in the ordinary course and will not enter into any transaction, agreement or other action out of the ordinary course; and (ii) Seller shall not manufacture or sell, or enter into any

agreement to manufacture or sell, any product for delivery to any competitor of Purchaser. Notwithstanding the foregoing, Seller will be allowed to continue to sell certain products to certain existing customers as separately agreed in writing by Purchaser.

4.2

Audited Financial Statements. Seller agrees that commencing January 1, 2007 and at all times prior to expiration of the Option, or if the Option is exercised, at all times to and including the Closing Date, Seller shall maintain books and records in a manner necessary and appropriate to prepare audited financial statements prepared in accordance with U.S. GAAP. Seller further agrees to appoint Deloitte Touche Tohmatsu (“Deloitte”) as its independent auditors for 2007. The incremental cost of Deloitte as auditors compared to the cost of Seller’s previous statutory auditors will be reimbursed by Purchaser; provided, that if the Option terminates without exercise, such reimbursement shall be limited to incremental costs incurred by Seller for services provided through June 30, 2007.

EXCLUSIVE PERIOD OF NEGOTIATION. From the date of this Agreement until the earlier to occur of the parties' mutual execution of the Purchase Agreement or termination of the Option, other than as contemplated by this Agreement, Seller will not, directly or indirectly, through any officer, director, employee, agent or otherwise (i) solicit, initiate or encourage submission of any proposals or offers from any corporation, partnership, persons or group relating to any acquisition, purchase or option to purchase any of the Business or Assets or stock of Seller, or any merger, consolidation, recapitalization or other business combination of any kind involving Seller, or any other transaction that is incompatible with the transactions described in this Agreement, or (ii) furnish to any person (other than its own professional advisors) any information with respect to any such transaction. From the date of this Agreement until the earlier to occur of (i) termination of the Option, (ii) termination of the Purchase Agreement and (iii) December 31, 2007, Purchaser shall not without the written consent of Seller (which consent shall not be unreasonably withheld) acquire or enter into negotiations to acquire the assets of any other business engaged in the manufacture of fitness equipment in China that has assets with a value exceeding (*).

DUE DILIGENCE AND ACCESS TO RECORDS. Commencing on the date of this Agreement and until the earlier of the mutual execution of the Purchase Agreement or termination of the Option, Purchaser will have reasonable opportunity and access to investigate the Business and the Assets, including Seller's books, records, and all relevant financial and operational information regarding the Assets and Business that Purchaser deems necessary to provide a basis for determining whether it will exercise the Option.

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

CONFIDENTIALITY. The parties acknowledge that they entered into a non-disclosure agreement dated March 16, 2006, and that agreement shall remain in full force and effect. The parties hereby agree that financial information of the Seller is proprietary and that the unauthorized use or disclosure of this information for any purpose other than as set forth in this Agreement could cause substantial monetary damages to the Seller. (*)

PUBLIC STATEMENTS OR RELEASES. Neither of the parties shall make any public announcement with respect to the existence or terms of this Agreement or the transactions provided for herein without the prior written approval of the other Party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, nothing in this Section 8 shall prevent any party from making any public announcement it considers necessary in order to satisfy its obligations under the law or the rules of any securities exchange or market, provided such party, to the extent practicable, provides the other parties with an opportunity to review and comment on any proposed public announcement before it is made.

9.	MISCELLANEOUS.

9.1

Amendment. No supplement, modification or amendment of this Agreement shall be valid unless the same is in writing and signed by all parties hereto.

9.2

Notices. Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed given on the date of transmission when sent by telegram or facsimile transmission, on the third business day after the day of mailing when mailed by certified mail, postage prepaid, return receipt requested, from within the United States, or on the date of actual delivery, whichever is the earliest, and shall be sent to the parties at the following addresses, or at such other address as the party may hereafter designate by written notice to the other:



If to Purchaser:		Nautilus, Inc.
		16400 SE Nautilus Drive
		Vancouver, WA 98683
		Attn: Wayne M. Bolio
		Facsimile: (360) 859-5915

with a copy to:		Bruce A. Robertson
		Garvey Schubert Barer
		1191 Second Avenue, 18th Floor
		Seattle, WA 98101
		Facsimile: (206) 464-0125

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.



If to Seller:		Land America Health & Fitness Co., Ltd.
		25 North 2nd Road
		Xiamen, Xinglin, China 361022
		Attn: (*)
		Facsimile: (*)

with a copy to:		(*)

9.3

Governing Law and Venue. This Agreement and the rights of the parties hereunder shall be governed, construed and enforced in accordance with the laws of the State of Washington, U.S.A., without regard to its conflict of laws principles.

9.4

Dispute Resolution. Any disputes between the contracting parties shall be submitted for final and binding resolution before a single arbitrator in accordance with the Commercial Rules of the American Arbitration Association. The arbitrators shall interpret all controversies or claims arising under or relating to this Agreement in accordance with the laws of the State of Washington, without regard to its conflict of laws principles. The arbitration is to be conducted in San Francisco, California.

9.5

Entire Agreement. Except as set forth in Section 7 above, this Agreement constitutes the entire agreement of the parties with regard to the matters addressed herein and shall supersede all previous negotiations, commitments, writings and agreements, written or oral, with respect to such subject matter.

9.6

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

(The Remainder of this Page Intentionally Left Blank)

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

PURCHASER:

SELLER:

NAUTILUS, INC.

LAND AMERICA HEALTH & FITNESS CO., LTD

By:

Signature

Print Name:

Title:

Exhibit A

ASSET PURCHASE AGREEMENT

BY AND AMONG

NAUTILUS, INC.,

[NAUTILUS WOFE]

AND

LAND AMERICA HEALTH & FITNESS CO., LTD.

(*)

Dated as of •, 2007

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

TABLE OF CONTENTS


Description		Tab
GENERAL PROVISIONS		2

PURCHASE AND SALE OF BUSINESS AND ASSETS		6

SELLER AND THE SHAREHOLDERS		12

REPRESENTATIONS AND WARRANTIES OF NAUTILUS		21

ACTION PRIOR TO THE CLOSING DATE		22

CONDITIONS PRECEDENT TO OBLIGATIONS OF NAUTILUS		24

SELLER AND THE SHAREHOLDERS		26

INDEMNIFICATION		27

STAFF AND EMPLOYEE MATTERS		29

SUBSEQUENT TO THE CLOSING DATE		30

TERMINATION		31

OTHER PROVISIONS		32

LIST OF SCHEDULES AND EXHIBITS


Assigned Contracts		Schedule 2.1.8
Certain Fixed Assets		Schedule 2.4
Land Use Rights		Schedule 3.5.1
Buildings		Schedule 3.5.2
Leased Premises		Schedule 3.5.3
Tangible Property Owned		Schedule 3.5.4
Tangible Property Leased		Schedule 3.5.5
Inventory Locations		Schedule 3.5.6
Intellectual Property		Schedule 3.5.7
Contracts		Schedule 3.5.8
Additional Required Assets		Schedule 3.6
Tangible Personal Property		Schedule 3.7
Compliance with Law		Schedule 3.8
Litigation		Schedule 3.9
Brokers’ or Finders’ Fees		Schedule 3.10
Subsidiaries and Branches		Schedule 3.11
Financial Statements		Schedule 3.12
Liabilities		Schedule 3.13
Taxes		Schedule 3.14
Material Changes		Schedule 3.15
Insurance		Schedule 3.16
Suppliers		Schedule 3.17
Environmental Matters		Schedule 3.18

TABLE OF CONTENTS


Description		Tab
Employees		Schedule 3.19
Labor Contracts		Schedule 3.20.1
Employee Plans		Schedule 3.20.2
Compliance with the Foreign Corrupt Practices Act and Export Control and Anti-Boycott Laws		Schedule 3.21
Sales to Affiliates		Schedule 3.22
Services from Affiliates		Schedule 3.23


Exhibit A:		Form of Escrow Agreement
Exhibit B:		Form of Seller Non-Competition Agreement
Exhibit C:		Form of Shareholders Non-Competition Agreement
Exhibit D:		Form of Opinion of The Universal Legal Corp., PRC counsel to Seller and the Shareholders
Exhibit E:		From of Opinion of (*), counsel to Seller and the Shareholders

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (hereinafter, "Agreement"), dated as of 2007, is entered into by and among the following parties (each a "Party" and collectively, the "Parties"):

1.	NAUTILUS, INC., a Washington corporation ("Nautilus");

2.	[NAUTILUS WOFE], a wholly foreign-owned limited liability company duly organized and existing under the laws of the PRC ("Buyer");

3.	LAND AMERICA HEALTH & FITNESS CO., LTD., a wholly foreign-owned limited liability company duly organized and existing under the laws of the PRC ("Seller");

4.	*() or a "Shareholder*"), who together with his spouse, (), are the indirect sole shareholders of Seller; and

5.	*() or a "Shareholder*"), who together with her spouse, (), are the indirect sole shareholders of Seller.

PRELIMINARY STATEMENTS

1.	Seller is engaged in the manufacture of certain of Nautilus’s proprietary line of health and fitness equipment and other fitness equipment (the "Business").

2.	Nautilus and Seller have entered into a Purchase Option Agreement, dated effective January 29, 2007 (the "Option Agreement"), pursuant to which Nautilus was granted an option to purchase substantially all of the assets related to the Business.

3.	Certain of the assets used in the Business and owned by Seller were previously owned and operated by World Gear Sports Goods Co., Ltd. ("World Gear").

4.	Upon the terms and subject to the conditions of this Agreement, Seller is willing to sell substantially all of the assets of the Business to Buyer, and Nautilus is willing to cause Buyer to purchase such assets from Seller.

5.	Together with this Agreement, the Parties are entering into an Escrow Agreement in the form attached hereto as Exhibit A (the "Escrow Agreement").

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

NOW, THEREFORE, the Parties hereby agree as follows:

CHAPTER 1

GENERAL PROVISIONS

Article 1.1

Definitions.

The following terms as used in this Agreement shall have the meanings set forth below:

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with, such Person. The term “control” (including the terms “controlled by” or “under the common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of an equity interest or by contract or otherwise.

“After Acquired Assets” has the meaning given such term in Article 2.4 (c).

“Audit Report” has the meaning given such term in Article 2.4 (a).

“Audited Closing Financial Statements” has the meaning given such term in Article 2.4 (a).

“Agreement” means this Asset Purchase Agreement and the Schedules hereto.

“Appraiser” has the meaning given in Article 5.2.

“Assets” has the meaning given such term in Article 2.1.

“2006 Balance Sheet” has the meaning given such term in Article 3.12.

“Books and Records” shall mean all books, ledgers, files, reports, plans and operating records of, or maintained by, the Business, in both physical and electronic form, as the case may be.

“(*) Consulting Agreement” has the meaning given such term in Section 6.16.

“Business” has the meaning given such term in the Preliminary Statements hereof.

“Business Day” means any day when banks are open for business in Xiamen, Fujian Province, PRC.

“Buyer” has the meaning given such term in the Preliminary Statements hereof.

“Closing Date” has the meaning given such term in Article 2.5.

“Computer Software” means all computer applications software, owned or licensed, whether for general business usage (e.g., accounting, word processing, graphics, spreadsheet analysis, etc.) or specific, unique-to-the-business usage (e.g., order processing, manufacturing, process control, design, shipping, etc.) and all computer operating, security or programming software, owned or licensed.

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

“Customer Complaint” has the meaning given such term in Article 10.7.

“Deloitte” has the meaning given such term in Article 2.4(a).

“Disposed Assets” has the meaning given such term in Article 2.4 (c).

“Employee Plans” shall mean all welfare and benefit plans maintained by Seller for the benefit of the staff and workers of Seller, including, without limitation, all bonus, retirement, pension, health and medical, life insurance, disability and accident insurance, vacation and/or annual leave, sick-leave and housing plans.

“Excluded Assets” shall mean all assets of Seller not used in or relating to the Business and all cash and accounts receivable relating to the Business.

“Escrow Agent” has the meaning given such term in the Escrow Agreement.

“Escrow Agreement” has the meaning given such term in the Preliminary Statements hereof.

“Escrow Property” has the meaning given such term in the Escrow Agreement.

“Facilities” means the land and buildings and any leasehold interests in land or buildings currently owned or operated by Seller and any machinery or other equipment used or operated by Seller at the respective locations of the land and buildings specified in Articles 3.5.1, 3.5.2 and 3.5.3.

“Final Inventory Value” has the meaning given such term in Article 2.4 (b).

“Government Authority” shall mean the government of the PRC, any subdivision thereof and any provincial or local government authority having jurisdiction over Seller, the Business or any Assets.

“Improvements” means all buildings, structures, fixtures, and other infrastructure located on the land described in Article 3.5.1.

“Indemnity Cut-Off Date” has the meaning given such term in Article 8.2 hereof.

“Intellectual Property” shall mean trademarks, service marks, brand names, certification marks, trade dress, trade names and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; inventions, discoveries and ideas, whether patentable or not in any jurisdiction; patents, applications for patents (including, without limitation, divisions, continuations, continuations in-part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction; non-public information, trade secrets and

confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any Person; writings and other works, whether copyrightable or not in any jurisdiction; registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof; Computer Software (including, but not limited to, data, source codes, object codes, specifications and related documentation), any similar intellectual property or proprietary rights; and any claims arising out of or related to any infringement or misappropriation of any of the foregoing.

“Interim Balance Sheet” has the meaning given such term in Article 3.12.

“Inventory” means all inventories of Seller relating to the Business, wherever located, including all finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used or consumed by Seller in the production of finished goods of the Business.

“Land” means the land described in Article 3.5.1.

“Lien” shall mean any mortgage, lien, pledge, security interest or other type of charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor, any easement, right of way or other encumbrance on title to real property, options or any other restrictions or third party rights.

“M&A Regulations” has the meaning given such term in Article 5.1.

“Option Agreement” has the meaning given such term in the Preliminary Statements hereof.

“Party” shall mean each of Nautilus, Seller, Shareholder and Shareholder who are sometimes collectively referred to as the “Parties”.

“Person” shall mean an individual, partnership, corporation, joint stock company, limited liability company, state-owned enterprise, joint venture or other entity, or a government or any political subdivision or agency thereof.

“PRC” or “China” shall mean the People's Republic of China.

“Purchase Price” has the meaning given such term in Article 2.3.

“Purchase Price Adjustment Amount” has the meaning given such term in Article 2.4(d).

“Real Property” means the Land and Improvements.

“RMB,” “Renminbi” or “¥” shall mean the currency of the PRC.

“Seller” has the meaning given such term in the Preliminary Statements hereof.

“Seller’s Non-Competition Agreement” shall mean the Non-Competition, Non-Disclosure and Non-Solicitation Agreement, between Seller and Nautilus, in substantially the form of Exhibit B hereto.

“Shareholder” shall mean each of Shareholder and Shareholder, who are sometimes collectively referred to as the “Shareholders”

“Shareholders’ Non-Competition Agreement” shall mean the Non-Competition, Non Disclosure and Non-Solicitation Agreement, among the Shareholders and Nautilus, in substantially the form of Exhibit C hereto.

“Taxes” shall mean all tax and stamp duties charges, tariffs or other assessments charged by any Government Authority (including, without limitation, business, income, capital gain, value added, use, transfer, sales, deed and excise or custom tax, and stamp duties and however termed).

“Tangible Personal Property” all machinery, equipment, tools, dyes, molds, furniture, fixtures, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property (other than Inventory) of every kind owned or leased by Seller (wherever located and whether or not carried on Seller's books), together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.

“Transaction Documents” mean each of this Agreement, Seller’s Non-Competition Agreement, the Shareholders’ Non-Competition Agreement, the Escrow Agreement, the Bruno Consulting Agreement, and each of the documents to be delivered by Seller pursuant to Section 2.6 below.

“U.S. Dollars,” “US$” or “$” shall mean the currency of the United States of America.

“U.S. GAAP” shall mean United States generally accepted accounting principles.

Article 1.2

Construction of Certain Terms and Phrases. Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement; and (iv) the terms “Article” or “Clause” refer to the specified Article or Clause of this Agreement. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.

Article 1.3.

Exchange Rate. In determining the U.S. Dollar equivalent of an amount in RMB or vice versa, the exchange rate used shall be the average of the buy and sell exchange rates (or mid-rate) announced by the People's Bank of China for U.S. Dollars and RMB for the date on or as of which the determination is made.

CHAPTER 2

PURCHASE AND SALE OF BUSINESS AND ASSETS

Article 2.1

Purchase and Sale of the Business and Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell and transfer to Buyer, and Nautilus shall cause Buyer to purchase from Seller, all of Seller’s interest in the following assets (the “Assets”), free and clear of all Liens:

2.1.1

Land Use Rights. Ownership of the granted land use rights to the land described in Schedule 3.5.1 subject only to any required government approval upon subsequent transfer by Buyer thereof.

2.1.2

Buildings. Ownership to the buildings described in Schedule 3.5.2 subject only to any required government approval upon subsequent transfer by Buyer thereof.

2.1.3

Leasehold Interests. Seller’s leasehold interests in the premises and leases listed in Schedule 3.5.3, including, without limitation, any prepaid rent, security deposits and options to renew or purchase thereunder and subject only to the respective limitations and obligations of the leases, agreements, charges and instruments listed in Schedule 3.5.3.

2.1.4

Machinery and Equipment Owned by Seller. Good and marketable title to all the Tangible Personal Property used in or related to the Business owned by Seller, including those listed in Schedule 3.5.4.

2.1.5

Machinery and Equipment Leased by Seller. All leasehold interests in all the Tangible Personal Property used in or related to the Business leased by Seller from a third party, including those listed in Schedule 3.5.5.

2.1.6

Inventory. Good and marketable title to the Inventory of Seller.

2.1.7

Intellectual Property. All interests of Seller in the Intellectual Property used in or related to the Business, including, without limitation that listed in Schedule 3.5.7.

2.1.8

Contracts Related to the Business. All rights and interests of Seller in and to the agreements or contracts used in or related to the Business that are listed in Schedule 2.1.8.

2.1.9

Warranties or Guarantees. All rights of Seller under or pursuant to all warranties, representations and guarantees made by third parties relating to items included in the Assets, including, without limitation, warranties or guarantees given by manufacturers and/or vendors in respect of the Assets.

2.1.10

Pre-Paid Expenses. All rights and interests of Seller in and to all pre-paid expenses made to any supplier of goods, utilities or services in respect of the Business.

Buyer shall not purchase any Excluded Assets and Excluded Assets shall remain the property of Seller after the Closing.

Article 2.2

No Assumption of Liabilities by Buyer. Neither Nautilus nor Buyer will assume, discharge or perform any liabilities or obligations of Seller or the Shareholders incurred or arising prior to or after the Closing, including, without limitation, those liabilities listed below, all of which liabilities will remain with Seller or the Shareholders and which Seller and the Shareholders hereby agree to retain and discharge or perform:

2.2.1

subject to Article 12.3, liabilities for all Taxes;

2.2.2

any environmental, health or public safety claims, liabilities or remedial expenses;

2.2.3

liabilities or obligations with respect to wages, severance or termination, employee welfare benefits and pensions, workers compensation and health care claims or other benefits or funds payable to employees or former employees of the respective Seller;

2.2.4

liabilities for money borrowed and accounts payable;

2.2.5

liabilities arising from any product warranties; and

2.2.6

liabilities or obligations to any supplier of goods, services or utilities or to any customer and;

2.2.7

any other liabilities or obligations to any third party, including, without limitation, liabilities to any Government Authority.

Article 2.3

Purchase Price. The purchase price (the “Purchase Price”) for the Assets shall be US$40,000,000 (FORTY MILLION U.S. DOLLARS), subject to adjustment as provided in Article 2.4 below. The Purchase Price, subject to adjustment in accordance with Article 2.4 below, shall be paid or credited as paid by or on behalf of Buyer as follows:

(a)

the US$4,000,000 option fee previously paid to Seller under the Option Agreement shall be credited against the Purchase Price;

(b)

US(*) in cash shall be credited against the Purchase Price but shall be deposited by Buyer with the Escrow Agent at Closing as security for Seller’s and the Shareholders’ obligations under Chapter 8 hereof and released in accordance with the terms of the Escrow Agreement; and

(c)

US(*) of the Purchase Price shall be paid to Seller by wire transfer at Closing.

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Article 2.4

Closing Audit; Adjustment of Purchase Price.

(a)

Within sixty (60) calendar days after the Closing Date, Deloitte Touche Tomatsu (“Deloitte”), or other independent auditors approved by Buyer will prepare an audited balance sheet of the Business, as at the Closing Date, and an audited statement of income of the Business for the period beginning January 1, 2007 and ending on the Closing Date, together with a determination of the net book value of the After Acquired Assets and the Disposed Assets (each as hereinafter defined) determined in accordance with the provisions of clause (c) of this Article and U.S. GAAP (the “Audited Closing Financial Statements”). The fees and expenses of such audit shall be paid by Seller; provided, that Buyer will reimburse Seller for the incremental audit fees as compared to the fees associated with Seller's previous statutory audit.

Promptly after completion of such audit Deloitte shall supply Seller with copies of the Audited Closing Financial Statements and Deloitte's opinion thereon (together with the Audited Closing Financial Statements, the “Audit Report”) stating that the Audited Closing Financial Statements have been prepared in accordance with U.S. GAAP on a going concern basis consistently applied.

(b)

The amount of the Purchase Price shall be adjusted upwards or downwards in respect of the value of the Inventory as reflected in the Audited Closing Financial Statements (the “Final Inventory Value”) as follows:

(i)

If the Final Inventory Value is greater than US(*), the Purchase Price shall be increased by an amount equal to the difference between the Final Inventory Value and (*); and

(ii)

If the Final Inventory Value is less than US(*), the Purchase Price shall be decreased by an amount equal to the difference between US(*) and the Final Inventory Value.

(c)

The amount of the Purchase Price shall be adjusted upwards or downwards in respect of the net book value of fixed assets acquired by Seller after December 31, 2006 and included in the Assets acquired by Buyer at Closing as reflected in the Audited Closing Financial Statements (the “After Acquired Assets”) and the net book value of fixed assets disposed of by Seller after December 31, 2006 but prior to Closing (the “Disposed Assets”) as follows:

(i)

If the net book value of the After Acquired Assets is greater than the net book value of the Disposed Assets, the Purchase Price shall be increased by an amount equal to the difference between the net book value of the After Acquired Assets and the net book value of the Disposed Assets; and

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

(ii)

If the net book value of the After Acquired Assets is less than the net book value of the Disposed Assets, the Purchase Price shall be decreased by an amount equal to the difference between the net book value of the Disposed Assets and the net book value of the After Acquired Assets.

For purposes of this Article 2.4 (c), (1) the net book value of the After Acquired Assets and the net book value of the Disposed Assets shall be determined in accordance with U.S. GAAP and net of depreciation calculated in a manner consistent with Seller’s 2007 practices for similar assets; (2) fixed assets, for purposes of applying this Purchase Price adjustment, shall include only those assets with an original acquisition cost greater than US$12,500 (TWELVE THOUSAND FIVE HUNDRED U.S. DOLLARS); and (3) fixed assets acquired after December 31, 2006 with an original acquisition cost greater than US$30,000 (THIRTY THOUSAND U.S. DOLLARS) shall not be included in the calculation and shall be retained by Seller and not acquired by Buyer, unless Nautilus shall have given advance written approval of the acquisition of such assets or waived such prior approval at Closing.

(d)

The amount of the Purchase Price shall be adjusted upwards or downwards in accordance with the provisions of clauses (b) and (c) of this Article on a net basis. In the event that, after application of the provisions of clauses (b) and (c) of this Article, the Purchase Price is adjusted, Seller shall pay to Buyer, if the Purchase Price is adjusted downwards, or Buyer shall pay to Seller, if the Purchase Price is adjusted upwards, the full net amount by which the Purchase Price is to be adjusted, in US Dollars, within twenty (20) calendar days after the Audited Closing Financial Statements are delivered to Seller, except as permitted under clause (e) of this Article below.

(e)

The Audited Closing Financial Statements shall be deemed to be and shall be final, binding and conclusive on the Parties; provided, that, Buyer may dispute any amount reflected on the Audited Closing Financial Statements if Buyer shall notify Seller in writing of the amount of and describe each disputed item within twenty (20) calendar days of Seller’s receipt of the Audited Closing Financial Statements. In the event of such a dispute, Seller and Buyer shall attempt to reconcile their differences through friendly negotiations. If Buyer and Seller are unable to reach such a resolution within twenty (20) calendar days of Seller’s written notice to Buyer, Seller and Buyer shall submit the items in dispute for resolution to an independent accounting firm of international reputation selected by Nautilus and not

unreasonably objected to by Seller, which shall within thirty (30) calendar days after submission determine and report to the Parties upon such disputed items, and such report shall be final, binding and conclusive on the Parties. The fees and disbursements of such independent accounting firm shall be paid equally by Seller and Buyer. Payment of any amount payable by Seller or Buyer, as the case may be, pursuant to clauses (b) and (c) of this Article shall not be delayed as to undisputed amounts until the resolution of any or all disputes as provided in this Article 2.4 (e). Amounts in dispute shall be paid by Seller or Buyer, as the case may be, within five (5) calendar days following such resolution.

Article 2.5

Transfer Completion. The completion of the transactions contemplated hereby (the "Transfer Completion") shall take place at the offices of Seller in Xiamen, Fujian, PRC on December 31, 2007, 10:00 a.m. Beijing time, or at such other date and place as the Parties may agree in writing (the "Closing Date").

Article 2.6

Deliveries by Seller. At the Transfer Completion, Seller shall deliver to Buyer the following:

2.6.1

A land use rights certificate for each parcel of Land described in Schedule 3.5.1 naming Buyer as the owner, together with evidence satisfactory to Nautilus that such transfer has been approved by the Xiamen municipal government, that the supplemental land grant premium, if any, has been paid and that all applicable fees and taxes (including, without limitation, deed taxes and land appreciation taxes) in respect of the transfer of ownership of the land use rights relating to the Land subject to such land use right certificate from Seller to Buyer have been paid in full;

2.6.2

A building ownership certificate for each building or portion of a building described in Schedule 3.5.2 naming Buyer as the owner, together with evidence satisfactory to Nautilus that all applicable fees and taxes (including, without limitation, deed taxes) in respect of the transfer of ownership of the property subject to such building ownership certificate from Seller to Buyer have been paid in full;

2.6.3

Duly executed assignments or, where necessary, subleases, in form and substance reasonably acceptable to Nautilus, assigning or subleasing to Buyer all leasehold interests in the premises listed in Schedule 3.5.3 together with the written consent of the landlord of each such premises;

2.6.4

Duly executed bills of sale or other instruments of transfer, in form and substance reasonably acceptable to Nautilus, transferring ownership to Buyer of all tangible property listed in Schedule 3.5.4 and the Inventory located at the warehouses and facilities listed in Schedule 3.5.6 and all Inventory in transit to Seller from its suppliers or from Seller to its customers;

2.6.5

Duly executed assignments or, where necessary, subleases, in form and substance reasonably acceptable to Nautilus, assigning or subleasing to Buyer all leasehold interests, if any, in the tangible property listed in Schedule 3.5.5;

2.6.6

Duly executed assignments or other instruments of transfer, in form and substance reasonably acceptable to Nautilus, assigning and transferring to Buyer all of Seller’s interest in all Intellectual Property used in and related to the Business, including that listed in Schedule 3.5.7, including, without limitation, an assignment of Seller’s trade name and trademarks relating to the Business;

2.6.7

Duly executed VAT invoices for the Inventory;

2.6.8

Duly executed assignments transferring to Buyer all of Seller's rights and obligations under all contracts, licenses and similar instruments used in and relating to the Business to which Seller is a party, in form and substance reasonably acceptable to Nautilus, together with the written consent, if required, of the other party to such contracts, licenses and similar instruments; and

2.6.9

The certificates and other documents to be delivered pursuant to Chapter 6 hereof.

Article 2.7

Deliveries by Buyer. At the Closing, Buyer shall deliver to Seller the following:

2.7.1

The Purchase Price to Seller, by (i) crediting the US$4,000,000 option fee previously paid under the Option Agreement, (ii) bank transfer of US(*) to the Escrow Agreement pursuant to the Escrow Agreement; and (iii) bank transfer of US(*) of the Purchase Price to an account designated by Seller in writing not less than three Business Days prior to the Closing Date;

2.7.2

The certificates and other documents to be delivered pursuant to Chapter 7 hereof; and

2.7.3

Payment of Chinese VAT taxes on the Inventory transferred to Buyer at Closing.

CHAPTER 3

REPRESENTATIONS AND WARRANTIES OF

SELLER AND THE SHAREHOLDERS

Seller and each Shareholder hereby represent and warrant, jointly and severally, to Nautilus and Buyer as follows:

Article 3.1

Organization. Seller is a limited liability company duly organized under the Law of the PRC Concerning Enterprises with Sole Foreign Investment and validly existing with the status of a legal person under the laws of the PRC.

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Article 3.2

Power and Authority. The execution and performance by Seller of this Agreement and each other Transaction Document to which it is a party (i) are within its corporate power and business scope, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene its articles of association and (iv) do not contravene any law or contractual restriction binding on or affecting it. Each Shareholder has the full legal right and authority to execute and perform his/her obligations under this Agreement and the other Transaction Documents to which he/she is a party and such execution and performance does not contravene any laws or contractual restrictions binding on or affecting him/her.

Article 3.3

Consents and Approvals. All authorizations, consents or approvals or other actions by, and all notices to or filings with, any Government Authority required for the due execution and performance by Seller and the Shareholders of this Agreement and the other Transaction Documents has been obtained.

Article 3.4

Binding Effect. This Agreement is, and the each other Transaction Document to which Seller or a Shareholder will be a party when executed by such Party will be, the legal, valid and binding obligation of Seller or such Shareholder, enforceable against Seller or such Shareholder in accordance with its respective terms.

Article 3.5

Ownership of Assets. Seller owns leases or has the legal right to use all of the Assets. Seller has good and marketable title to, or, in the case of leases, valid and effective leasehold interests in, all of the Assets, free and clear of all Liens, except as noted in the Schedules hereto.

3.5.1

Land Use Rights. Schedule 3.5.1 sets forth all of the land used in the Business for which Seller owns the land use rights together with copies of the land use rights certificates evidencing Seller’s ownership of the land use rights of such land. All of the land use rights relating to such land are granted land use rights and Seller has the right and power to transfer ownership of such land use rights to Buyer.

3.5.2

Buildings. Schedule 3.5.2 sets forth the buildings owned by Seller and used in the Business together with copies of the building ownership certificates evidencing Seller’s ownership of each such building.

3.5.3

Leased Premises. Schedule 3.5.3 sets forth the premises used in the Business which are leased by Seller. There is no notice of cancellation or termination under any option or right reserved to the lessor under any such

lease or any notice of default under any such lease, and no event has occurred which, with notice or lapse of time or both, would constitute a default under any such lease. Each such lease is assignable or the premises subject thereto may be subleased to a third party with the consent of the lessor and no consent from any other Party is required. Seller has not assigned or subleased its interest under any such lease.

3.5.4

Machinery and Equipment Owned by Seller. Schedule 3.5.4 lists all of the Tangible Personal Property of the Business owned by Seller having a book value exceeding Twelve Thousand Five Hundred U.S. Dollars (U.S. $12,500) or the equivalent in RMB. Each item of Tangible Personal Property included in the Assets is suitable for the use in which it is currently employed, is in good operating condition except for such minor defects as do not interfere with the continued use of such equipment and properties in the conduct of the normal operations of the Business, and the Assets include supplies of spare parts for the equipment and machinery included in the Assets in amounts consistent with Seller’s past practices.

3.5.5

Machinery and Equipment Leased by Seller. Schedule 3.5.5 sets forth the machinery and equipment used in the Business in which Seller has a leasehold interest. There is no notice of cancellation or termination under any option or right reserved to the lessor under any such lease or any notice of default under any such lease and no event has occurred which, with notice or lapse of time or both, would constitute a default under any such lease. Each such lease is assignable with the consent of the lessor and no consent from any other Party is required. Seller has not assigned its interest under any such lease.

3.5.6

Inventory. Schedule 3.5.6 is a complete list of the addresses of all warehouses or other facilities in which Inventory used in and relating to the Business are located as of the date hereof. All Inventory to be reflected on the Audited Closing Balance Sheet were and will be usable or saleable in the ordinary course of the business and operations of the Business, and the levels of such Inventory to be reflected on the Audited Closing Balance Sheet will be consistent with customary levels found in the operations of the Business.

3.5.7

Intellectual Property. Schedule 3.5.7 sets forth all domestic and foreign Intellectual Property used in or relating to the Business, registered in the name of Seller, or of which Seller is a licensor or licensee, used in, or which have been used in, or which are under development or have been conceived in, or which have or potentially have application to, the Business. Seller owns all of the Intellectual Property to be transferred hereunder free and clear of all Liens and pays no royalty to anyone under or with respect to any of them, except as set forth in such Schedule 3.5.7. All rights of Seller in and to each item of the Intellectual Property listed on Schedule 3.5.7 and to all processes, lab journals, toxicological and ecological data, trade secrets, technology including know-how and show-how, product formulae, manufacturing, engineering and other drawings, intellectual property rights,

agency agreements, technical information, engineering data, design and engineering specifications and similar materials recording or evidencing Seller’s proprietary expertise used in or residing with the Business, whether purchased or developed internally, included in the Assets are transferable to Buyer as herein contemplated. There is no conflict with the rights of others known to Seller, or any claim or formal charge of infringement, with respect to any Intellectual Property of the Business, or with respect to any license relating to the Business under which Seller is licensor or licensee. Seller has no knowledge of the possible infringement by any third party of any Intellectual Property related to or used in the Business.

3.5.8

Contracts. Schedule 3.5.8 sets forth all of the following contracts of Seller relating to the Business: (a) all existing contracts for the purchase of raw materials, commodities, merchandise, supplies, other materials or personal property with any supplier under the terms of which Seller is likely to pay more than US$100,000 or the equivalent in RMB during the term of the contract, excluding purchase orders issued to suppliers in the ordinary course of business; (b) all existing contracts for the sale of raw materials, commodities, merchandise, supplies, other materials or personal property or for the furnishing of services by or to the Business which involve more than the sum of US$100,000 or the equivalent thereof in RMB; (c) to the extent not included in the foregoing, all broker, distributor, dealer, manufacturer's representative, sales, agency, sales promotion, market research, marketing consulting or advertising contracts used in or relating to the Business; (d) all contracts of, or relating to, employment of any officer or individual employee or contracts of independent contractors or consultants relating to the Business and not cancellable without penalty within 30 days of notice of such cancellation; (e) all mortgages, notes, loan or credit agreements or other contracts or obligations of Seller or to the direct or indirect guaranty or assumption by Seller of obligations of others with respect to the Business or the Assets; and (f) all other contracts, whether or not made in the ordinary course of business, which are material to the Business or the Assets. Except as noted in Schedule 3.5.8, each contract listed therein is in full force and effect and, subject to obtaining the consent of the other Party thereto is assignable to Buyer without penalty or other adverse consequence. Seller (in relation to the Business) is not in default under the terms of any such contract or in the payment of any principal of or interest on any indebtedness for borrowed money. There are no contracts granting any Person any preferential rights to purchase any of the Assets or any of the properties or assets of the Business other than in the ordinary course of the Business. All of the contracts listed in Schedule 3.5.8 are valid and binding.

Article 3.6

Sufficiency of Assets. Except as set forth in Schedule 3.6, the Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business in the manner presently operated by Seller (it being understood that Seller is not responsible for any operational or management errors in the conduct of the Business after the Closing), and (b) except for the Excluded Assets, include all of the operating assets of Seller related to the Business.

Article 3.7

Condition of Facilities.

(a)

Use of the Real Property for the various purposes for which it is presently being used is permitted as of right under all applicable land and building use legal requirements. All Improvements are in compliance with all applicable legal requirements, are in good repair and in good condition, ordinary wear and tear excepted, except for such minor defects as do not interfere with the continued use of such Improvements in the conduct of the normal operations of the Business. No part of any Improvement encroaches on any land not included in the Real Property, and there are no buildings, structures, fixtures or other Improvements primarily situated on adjoining property which encroach on any part of the Land. The Land for each owned Facility abuts on and has direct vehicular access to a public road or has access to a public road via a permanent arrangement benefiting such Land and comprising a part of the Real Property, is supplied with public or quasi-public utilities and other services appropriate for the operation of the Facilities located thereon and is not located within any area subject to special environmental regulation as an environmentally sensitive area or any similar restriction. Seller, after reasonable inquiry, is unaware of any plan or proposed plan to modify or realign any street or highway or any existing or proposed requisition proceeding that would result in the taking of all or any part of any Facility or that would prevent or hinder the continued use of any Facility as heretofore used in the conduct of the Business.

(b)

Each item of Tangible Personal Property is in good repair and good operating condition, ordinary wear and tear excepted, is suitable for immediate use in the ordinary course of business except such minor defects as do not interfere with the continued use of such Tangible Personal Property in the conduct of the normal operations of the Business. No item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the ordinary course of business. Except as disclosed in Schedule 3.7(b), all Tangible Personal Property used in the Business is in the possession of Seller.

Article 3.8

Compliance with Laws. Except as described in Schedule 3.8, Seller is in compliance, and there exists no alleged non-compliance, with all applicable statutes, orders, rules and regulations promulgated by any Government Authority relating in any material respect to the Assets or the operation and conduct of the Business, or the use of the properties of the Business and neither Seller nor any Shareholder has received any notice of alleged violation of any such statute, order, rule or regulation. Schedule 3.8 lists all material governmental licenses, permits, product registrations, filings, authorizations and approvals and any pending applications for any thereof relating to the conduct of the Business or the use of properties held by Seller and such licenses, permits, product registrations, filings, authorizations and approvals are all the governmental licenses, permits, filings, authorizations and approvals necessary to conduct the Business or to use the Assets as currently conducted or used.

Article 3.9

Litigation. Except as set forth in Schedule 3.9, there is no action, lawsuit, claim, proceeding, or investigation pending or, to the best knowledge of Seller and the Shareholders, threatened against or affecting Seller which, if decided adversely against Seller, could have a material adverse effect upon the Business or its financial condition, prospects or operations, or upon the Assets. Seller is not in default, and no condition exists that with notice or the lapse of time or both would constitute a default, with respect to any order, writ, injunction or decree of any court or Government Authority affecting or relating to the Business. No condemnation proceeding has been commenced or, to the knowledge of Seller or any Shareholder, is threatened to be commenced against any of the Assets.

Article 3.10

Brokers’ or Finders’ Fees. Except as set forth in Schedule 3.10, neither Seller nor any Shareholder has paid or will become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions provided for in this Agreement.

Article 3.11

Subsidiaries. Except as set forth in Schedule 3.11, Seller has no subsidiaries or branches.

Article 3.12

Financial Statements. Seller has delivered to Nautilus: (a) a pro forma unaudited balance sheet of the Business as at December 31, 2006 (including the notes thereto, the “2006 Balance Sheet”), and the related pro forma unaudited statements of income, changes in shareholders' equity and cash flows for the fiscal year then ended, including the notes thereto, certified by the CEO/President and chief financial officer of Seller; and (b) unaudited pro forma balance sheets of the Business as at each of March 31, 2007 and June 30, 2007 (the “Interim Balance Sheets”) and the related unaudited pro forma statements of income, changes in shareholders' equity, and cash flows for the fiscal quarters then ended, including the notes thereto, certified by the CEO/President and chief financial officer of Seller. Such financial statements fairly present (and the financial statements delivered pursuant to Section 5.11 will fairly present) the financial condition and the results of operations, changes in shareholders' equity and cash flows of the Business, as at the respective dates of and for the periods referred to in such financial statements, all in accordance with U.S. GAAP. The financial statements referred to in this Section 3.12 reflect the consistent application of such accounting principles throughout the periods involved. The financial statements have been prepared from and are in accordance with the accounting records of Seller. Seller has also delivered to Buyer copies of all letters from the Seller’s auditors to the Seller's board of directors or the audit committee thereof dated during 2007, together with copies of all responses thereto.

Article 3.13

No Undisclosed Liabilities. The Business has no material liabilities except for liabilities reflected or reserved against in the 2006 Balance Sheet or the Interim Balance Sheets and current liabilities incurred in the ordinary course of business of the Business since June 30, 2007.

Article 3.14

Books and Records; Tax Returns. Seller's books of account reflect all items of income and expense and all assets and liabilities of the Business required to be reflected therein in accordance with PRC generally accepted accounting principles and neither Seller nor any Affiliate of Seller has failed to file any material report or return with respect to the Business which may be required by any law or regulation of the PRC or political subdivision thereof to be filed, and, except as set forth in Schedule 3.14, Seller has duly paid or accrued on it's books of account all taxes, duties and charges pursuant to such reports and returns or assessed against Seller. Seller has fully filed, on or before the due date therefor or the expiration of any extended period for filing, all returns or reports with respect to any Taxes required to be filed by Seller, which returns or reports disclose as having become due and payable all Taxes becoming due and payable for the periods covered therein. Except as set forth in Schedule 3.14, Seller has paid all Taxes reflected in such returns and reports and all other Taxes currently due or claimed to be due from Seller by any Government Authority.

Article 3.15

Absence of Certain Changes, Events and Conditions. Since December 31, 2006, there has not been any material adverse change in the condition (financial or otherwise) of the Assets, liabilities, business, results of operations or prospects of the Business, including, without limitation, any damage or destruction of property by fire or other casualty involving loss in excess of US$100,000 or the equivalent thereof in RMB in the aggregate, whether or not covered by insurance. Except as described in Schedule 3.15, there are no conditions known to the senior management of Seller or any Shareholder existing with respect to the products, facilities, personnel, raw materials, supplies or Assets of the Business which might reasonably be expected to have a material adverse effect on the Business or its prospects.

Article 3.16

Insurance. Schedule 3.16 contains a list and brief description (including the name of the insurer, the amount of the annual premium for the current policy period, amount insured and coverage period) of the policies and contracts of insurance held since January 1, 2003 by Seller or World Gear with respect to the Business. Except as indicated on Schedule 3.16, all such policies are in full force and effect. Seller shall keep such policies in such amounts duly in force through the Closing Date.

Article 3.17

Suppliers. Listed on Schedule 3.17 are the names and addresses of each of the suppliers of services materials, components, and supplies used in the Business and involving in the aggregate payments exceeding U.S.$100,000 or the equivalent in RMB for the twelve-month period ended on the date hereof, supplemented prior to Closing to include each such supplier for the period from the date hereof to the Closing Date. Except as set forth in Schedule 3.17, neither Seller nor any Shareholder has any knowledge or information that any of such suppliers will not sell products or provide services to Buyer at any time after the Closing Date on terms and conditions similar to those imposed on prior sales to Seller.

Article 3.18

Environmental Matters. There is no pending, and neither Seller nor any

Shareholder knows of any threatened, environmental civil (including actions by private parties), criminal, or administrative proceeding against Seller or any Affiliate of Seller. Neither Seller nor any Shareholder knows of any facts or circumstances which may give rise to any future civil (including actions by private parties), administrative or criminal proceedings against Seller or any Affiliate of Seller relating to environmental matters. Seller has delivered to Nautilus the environmental report of MWH Environmental Engineering (Shanghai) Co., Ltd. (“MWH”), dated December 8, 2006, relating to the Facilities. All matters identified in that report have been remediated by Seller.

Article 3.19

Employees. Schedule 3.19 lists the name, current annual salary rates, bonuses, deferred compensation and other like benefits (in cash or otherwise) paid or payable through the date hereof for fiscal 2007, date of employment and description of position of each of the current employees, officers, directors and agents of Seller employed in the Business or operations of the Business. Except as set forth on Schedule 3.19, no employee of Seller has suffered any industrial injury resulting from employment with Seller or filed a claim for compensation related to any industrial injury or condition of employment resulting from employment with Seller.

Article 3.20

Employee Contracts and Plans.

3.20.1

Labor Contracts. Schedule 3.20.1 contains a complete and accurate list of all labor contracts applicable to persons employed by Seller in the Business. Seller has delivered to Buyer true and complete copies of each such contract. Seller has not breached or otherwise failed to comply with any provision of any such contract and there are no grievances outstanding against Seller under any such contract. There are no unfair labor practice complaints against Seller involving persons employed in the Business. Seller knows of no strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any employees of the Business. Except as set forth on Schedule 3.20.1, since June 30, 2006 there have not been any formally filed grievances involving employees of the Business. The consent of the employees’ trade union is not required to complete the transactions contemplated by this Agreement.

3.20.2

Employee Plans. Schedule 3.20.2 contains a complete and accurate list of all Employee Plans and Seller has no other obligations, contingent or otherwise, relating to any Employee Plans. Seller has delivered to Buyer true and complete copies of all Employee Plans, including trust agreements and insurance contracts embodying such plans, funds, programs or arrangements.

Article 3.21

Compliance with the Foreign Corrupt Practices Act and Export Control and Anti-Boycott Laws.

(a)

Except as identified in Schedule 3.21, neither Seller nor any of its

representatives or agents have, to obtain or retain business, directly or indirectly offered, paid or promised to pay, or authorized the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment with a value in excess of one hundred dollars ($100.00) or the equivalent thereof in RMB in the aggregate to any one individual in any year) or any commission payment payable, to:

(i)

any person who is an official, officer, agent, employee or representative of any Government Authority or of any existing or prospective customer (whether government owned or non-government owned);

(ii)

any political party or official thereof;

(iii)

any candidate for political or political party office; or

(iv)

any other individual or entity;

while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to any such official, officer, agent, employee, representative, political party, political party official, candidate, individual, or any entity affiliated with such customer, political party or official or political office.

(b)

Except as set forth in Schedule 3.21(b), Seller has made all payments to third parties by check mailed to such third parties' principal place of business or by wire transfer to a bank located in the same jurisdiction as such party's principal place of business.

(c)

Each transaction is properly and accurately recorded on the books and records of Seller, and each document upon which entries in Seller's books and records are based is complete and accurate in all respects. Seller maintains a system of internal accounting controls adequate to insure that Seller maintains no off-the-books accounts and that Seller's assets are used only in accordance with Seller's management directives.

(d)

Seller has at all times been in compliance with all legal requirements relating to export control and trade embargoes. No product sold or service provided by Seller or any Affiliate of Seller during the last five (5) years has been, directly or indirectly, sold to or performed on behalf of Cuba, Iraq, Iran, Libya, North Korea or Sudan.

(e)

Except as set forth in Schedule 3.21(e), neither Seller nor any Affiliate of Seller has violated the anti-boycott prohibitions contained in 50 U.S.C. sect. 2401 et seq. or taken any action that can be penalized under Section 999 of the U.S Internal Revenue Code of 1986, as amended. Except as set forth in Schedule 3.21(e), during the last five (5) years, neither Seller nor any Affiliate of Seller has been a party to, nor a beneficiary under and has not performed any service or sold any product under any contract under which a

product has been sold to customers in Bahrain, Bangladesh, Iraq, Jordan, Kuwait, Lebanon, Libya, Oman, Qatar, Saudi Arabia, Sudan, Syria, United Arab Emirates or the Republic of Yemen.

Article 3.22

Compliance with PRC Anti-Corruption Laws. Seller has not, nor to the best of its knowledge after reasonable inquiry has any Affiliate of Seller or any of their respective employees, representatives or agents has engaged in any conduct which would constitute a violation of PRC law prohibiting bribery, including, without limitation, any conduct or activity which would constitute a violation of Articles 163, 164 or 389 of the PRC Criminal Code, Article 8 of the Law Against Unfair Competition or the Interim Rules on Prohibition of Commercial Bribery.

Article 3.23

Pricing of Sales. Except as set forth in Schedule 3.23, since December 31, 2006, all of the products of the Business have been sold to persons who are not Affiliates or, if Affiliates have been sold at prices not exceeding prices at which such products are sold in substantial quantities in the marketplace in arms-length transactions.

Article 3.24

Pricing of Services. Except as set forth in Schedule 3.24, since December 31, 2006, all services provided to the Business have been provided by person who are not Affiliates or, if by Affiliates, have been provided at prices not exceeding prices at which such services are provided in the marketplace in arms-length transactions.

Article 3.25

Completeness of Schedules. The Schedules attached hereto, where applicable to Seller, completely and correctly present the information required by this Agreement to be set forth therein, and do not contain any untrue statement of a material fact. Originals or true and complete copies of all documents or other written materials underlying items listed in such Schedules have heretofore been made available for examination by Buyer, including, without limitation, deeds, leases, mortgages, deeds of trust, security instruments, permits, trademarks, patents and other Intellectual Property, litigation files, contracts, employee agreements and licenses, and such documents have not been modified and will not be modified prior to the Closing Date without Nautilus's prior written consent.

CHAPTER 4

REPRESENTATIONS AND WARRANTIES OF NAUTILUS

Nautilus and Buyer hereby jointly and severally represent and warrant to Seller and the Shareholders as follows:

Article 4.1

Organization. Nautilus is a corporation duly organized and validly existing and in good standing under the laws of the State of Washington, U.S.A. Buyer is a limited liability company duly organized under the Law of the PRC Concerning Enterprises with Sole Foreign Investment and validly existing with the status of a legal person under the laws of the PRC.

Article 4.2

Power and Authority. The execution and performance by Nautilus and Buyer of this Agreement and the other Transaction Documents to which it is a party (i) are within its corporate power, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene its respective Certificate of Incorporation or By-Laws or articles of association and (iv) do not contravene any law or contractual restriction binding on or affecting it.

Article 4.3

Consents and Approvals. No authorization, consent or approval or other action by, and no notice to or filing with, any governmental authority is required for the due execution, delivery and performance by Nautilus and Buyer of this Agreement, except for PRC Government Authority approvals required for the acquisition by Buyer of the Assets. Nautilus has the financial capacity to satisfy its financial obligations as contemplated herein.

Article 4.4

Binding Effect. This Agreement and each other Transaction Document to which it is a party is the legal, valid and binding obligation of Nautilus and Buyer, enforceable against Nautilus and/or Buyer in accordance with its terms.

Article 4.5

Brokers’ or Finders’ Fees. Neither Nautilus nor Buyer has paid or become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions provided for in this Agreement.

Article 4.6

Acknowledgments. Subject to the representations, warranties and covenants of Seller and the Shareholders as set forth in this Agreement and the exhibits, schedules and attachments hereto, Nautilus and Buyer are relying on their own investigation as to the condition of the Business and the Assets. Nautilus has been provided access to the books, records and personnel of Seller and has been afforded an opportunity to make inquires and to review such information as Nautilus has requested for the purpose of completing such investigation.

Article 4.7

Periodic Reports. The periodic reports on Form 10-K, Form 10-Q and Form 8-K filed by Nautilus with the U.S. Securities and Exchange Commission (“SEC”) since June 30, 2006 (i) complied as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

CHAPTER 5

ACTION PRIOR TO THE CLOSING DATE

The following actions have been or will be taken prior to the Closing Date:

Article 5.1

Establishment of Buyer. Prior to the Closing Date, Nautilus shall file an

application with the Xiamen Foreign Investment Bureau under the PRC Provisions on Acquisition of Domestic Enterprises by Foreign Investors (the “M&A Regulations”) seeking PRC government approval of (i) the transactions contemplated by this Agreement and (ii) the establishment of a wholly foreign owned enterprise in Xiamen to act as Buyer of the Business and the Assets to be transferred and sold by Seller at the Closing. Seller and the Shareholders shall cooperate with Nautilus with respect to all filings and applications that Nautilus elects to make, or pursuant to law, shall be required to make in obtaining all required government approvals necessary or desirable to consummate the transactions contemplated by this Agreement.

Article 5.2

Valuation of Assets. The Parties shall jointly engage an authorized asset valuation institution or enterprise (the “Appraiser”) to undertake a valuation of the Assets in accordance with the M&A Regulations. The Appraiser shall submit its valuation report to the Parties for their review. If the Parties agree with the valuation of the Assets set forth in the Appraiser’s valuation report, Nautilus shall submit such report to the Xiamen Foreign Investment Bureau in connection with the application for the approval of the transactions contemplated by this Agreement and the establishment of Buyer. The fees and expenses of the Appraiser shall be shared on a 50%-50% basis by Nautilus, on the one hand, and Seller and Shareholders, on the other hand.

Article 5.3

Notification of Creditors. Seller shall notify its creditors and publish a notice of the proposed sale of the Assets in a newspaper with national circulation in accordance with the M&A Regulations.

Article 5.4

Preserve Accuracy of Representations and Warranties. Each Party shall refrain from taking any action which would render any representation and warranty contained in Chapters 3 and 4 of this Agreement inaccurate in any material respect on the Closing Date.

Article 5.5

Operation of Business. From the date hereof through the Closing Date, except with the prior written consent of Nautilus or as otherwise provided below, Seller and the Shareholders shall (i) conduct the business and operations of the Business only in the ordinary course, (ii) continue to meet the contractual obligations incurred by Seller in the ordinary course of business and to pay all obligations as they mature in the ordinary course of business, (iii) exercise best efforts to keep available the services of the present employees of the Business, and (iv) exercise best efforts to preserve the good relations of suppliers, customers and others with whom Seller has business relations relating to the Business.

Article 5.6

Sale or Pledge of Assets; Borrowing. Seller shall not sell or mortgage or pledge any of the Assets or, for the account of the Business, borrow any money or incur, assume or guarantee or otherwise become directly or indirectly responsible for the payment of any indebtedness or any other obligation of any other Person or agree to do any of the foregoing.

Article 5.7

Compliance with Laws, etc. Seller shall comply with all applicable laws and shall conduct the Business in such a manner that on the Closing Date the representations and warranties contained in this Agreement shall be true as though such representations and warranties were made on and as of such date.

Article 5.8

Best Efforts. Each of the Parties hereto shall use its best efforts to fulfill all of the conditions set forth in this Agreement over which it has control or influence (including obtaining any authorizations, consents, approvals or waivers necessary to the performance of such Party's obligations hereunder) and to consummate the transactions contemplated herein.

Article 5.9

Nautilus's Access to Information and Records Before the Closing. Subject to the provisions of Article 5.13 concerning contact with Seller’s suppliers, Seller shall give Nautilus, its employees, counsel, accountants and other representatives full access throughout the period prior to the Closing Date, to all of the properties, books, contracts, commitments, customers, suppliers, distributors and records of the Business, and furnish to Nautilus during such period all such information concerning the Business as Nautilus may reasonably request. Subject to the provisions of Article 5.13, representatives of Nautilus shall be allowed to have unrestricted contact with employees employed in the Business and with past and present customers, suppliers and distributors of the Business, for the purpose of accomplishing an orderly transfer of the Business to Buyer on the Closing Date.

Article 5.10

Removing Excluded Assets. On or before the Closing Date, Seller shall remove all Excluded Assets from all Facilities and other Real Property to be occupied by Buyer. Such removal shall be done in such manner as to avoid any damage to the Facilities and other properties to be occupied by Buyer and any disruption of the business operations to be conducted by Buyer after the Closing. Any damage to the Assets or to the Facilities resulting from such removal shall be paid by Seller at the Closing. Should Seller fail to remove the Excluded Assets as required by this Article, Buyer shall have the right, but not the obligation, (a) to remove the Excluded Assets at Seller’s sole cost and expense; (b) to store the Excluded Assets and to charge Seller all storage costs associated therewith; (c) to treat the Excluded Assets as unclaimed and to proceed to dispose of the same under the laws governing unclaimed property; or (d) to exercise any other right or remedy conferred by this Agreement or otherwise available at law. Seller shall promptly reimburse Buyer for all costs and expenses incurred by Buyer in connection with any Excluded Assets not removed by Seller on or before the Closing Date.

Article 5.11

Interim Financial Statements. Until the Closing Date, Seller shall deliver to Buyer within twenty (20) days after the end of each month a copy of the internally prepared income statement and balance sheet for such month prepared in a manner and containing information consistent with Seller’s current practices and certified by the CEO/President and chief financial officer of Seller as to compliance with Article 3.12.

Article 5.12

Environmental Report. Seller shall obtain and deliver to Nautilus and Buyer prior to Closing an updated environmental report (the “Closing Environmental Report”), dated within twenty (20) days of the Closing date, prepared by MWH. Such updated report shall be of similar scope to the report of such firm dated December 8, 2006 (as referenced in Section 3.18 above) and shall confirm that all matters identified in the December 8, 2006 report have been remediated. In the event such updated report identifies material unremediated environmental matters, whether or not included in the December 8, 2006 report, then prior to Closing Seller and/or Shareholders shall contract with an environmental firm reasonably acceptable to Nautilus to remediate such matters at Seller’s or Shareholders’ expense.

Article 5.13

Contact with Suppliers. Prior to Closing neither Nautilus nor Buyer shall communicate with any Person known, solely as a result of Seller’s disclosure as described in Articles 3.5.8 and 3.17 herein, to be a supplier to Seller unless (i) an employee or authorized representative of Seller is present and participates in such communication, and (ii) such communication is limited to the topics of quality and new product development. Seller agrees to assist Nautilus and Buyer in an effective and orderly transition of Seller’s supplier relationships to Buyer prior to and following Closing.

CHAPTER 6

CONDITIONS PRECEDENT TO OBLIGATIONS OF NAUTILUS

Except for Seller’s retention of the $4,000,000 Option Fee in the event Closing does not occur, the obligations of Nautilus and Buyer under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived by Nautilus:

Article 6.1

Representations and Warranties Accurate. All representations and warranties of Seller and the Shareholders contained in this Agreement shall have been true in all material respects when made and shall be true in all material respects at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date. Seller shall furnish Nautilus and Buyer with a certificate, dated the Closing Date and signed by the legal representative of Seller and by each Shareholder, stating the above in such form as Nautilus may reasonably request.

Article 6.2

Absence of Certain Changes. Since the date hereof and prior to the Closing Date, there shall not have occurred or been discovered:

(a)

any material adverse change in the business, financial condition, prospects or results of operations of the Business, other than a material adverse change resulting from a material reduction in the volume of purchases by Nautilus;

(b)

any new law, rule or regulation or the amendment or interpretation of any existing law, rule or regulation, materially adversely affecting the operation of the Business or the ability of Seller to convey, assign and transfer to Buyer any of the Assets, the Business and other contractual rights pertaining to the Business with the effect of materially affecting the value of, or the ability of Buyer to operate as presently operated, the Business; or

(c)

damage or destruction in the nature of a casualty loss or claim, whether covered by insurance or not, materially adversely affecting the operation of the Business or the ability of Seller to convey, assign and transfer to Buyer any of the Assets, the Business and other contractual rights pertaining to the Business with the effect of materially affecting the value of, or the ability of Buyer to operate as presently operated, the Business, and there shall have been delivered to Nautilus a certificate to that effect, dated the Closing Date and signed by the legal representative of Seller.

Article 6.3

Performance by Seller. Seller shall have performed and complied in all materials respects with all agreements and conditions required by this Agreement to be performed and complied with by it prior to or on the Closing Date, and there shall have been delivered to Nautilus and Buyer a certificate to that effect, dated the Closing Date and signed by the legal representative of Seller.

Article 6.4

Opinions of Counsel for Seller and the Shareholders. Nautilus shall have received from The Universal Legal Corp., PRC counsel to Seller and the

Shareholders, and from •, counsel to Seller and the Shareholders, written opinions, dated the Closing Date, in form and substance satisfactory to Nautilus and Buyer, to the effect set forth in Exhibit D and Exhibit E, respectively. In giving such opinion, such counsel may rely, as to matters of fact, upon certificates of officers of Seller and certificates of the Shareholders, provided that such counsel shall state that they believe that they are justified in relying upon such certificates and deliver copies thereof to Nautilus and Buyer with such opinion.

Article 6.5

Authorizations, Approvals and Consents. Seller shall have received (at Seller's cost and expense) all authorizations, consents, approvals and waivers or other action required to be obtained in connection with the execution, delivery and performance of this Agreement or the transfer pursuant to this Agreement of all of the Assets. There shall be delivered to Nautilus and Buyer a certificate, dated the Closing Date and signed by the legal representative of Seller, stating that Seller has received all authorizations, consents, approvals and waivers required by this Article 6.5.

Article 6.6

Legal Prohibition. No proceeding shall be pending or threatened before any Government Authority to restrain or prohibit or to obtain material damages or other relief in connection with the consummation of the transactions contemplated by this Agreement and no investigation that might eventuate in any such proceeding shall be pending or threatened.

Article 6.7

Instruments of Sale, etc. On the Closing Date, Seller shall deliver to Nautilus and Buyer each of the documents set forth in Article 2.6, in form and substance satisfactory to Nautilus.

Article 6.8

Corporate Authorization. Seller shall have provided Nautilus and Buyer with a certificate of the legal representative of Seller certifying copies of the resolutions of the Board of Directors and shareholders of Seller approving this Agreement and the other Transaction Documents to which it is a party and the sale and transfer of the Assets to Buyer under this Agreement.

Article 6.9

[Intentionally left blank]

Article 6.10

Continuance of Insurance. Seller shall have provided Nautilus with certificate(s) from its insurance brokers, certifying the continuation upon substantially the same terms and conditions of the insurance set forth in Schedule 3.16. Seller will make arrangements to insure the continued coverage after the Closing Date of Buyer under an insurance policy for any and all liabilities for injury to persons or property arising out of the sale by Seller of the products of the Business prior to the Closing Date.

Article 6.11

Environmental Report. Nautilus shall have received the Closing Environmental Report and such Report shall confirm that all environmental matters identified in the report of MWH dated December 8, 2006 have been remediated.

Article 6.12

Governmental Approvals. Nautilus and Buyer shall have received such approvals, including, without limitation, the approval by the Xiamen Foreign Investment Bureau and such other approvals from a Government Authority as are necessary or desirable for the completion of the transactions contemplated by this Agreement and the establishment of Buyer as a wholly foreign owned enterprise registered in Xiamen, Fujian Province, PRC and the conduct of the Business by Buyer.

Article 6.13

[Intentionally left blank]

Article 6.14

Seller’s Non-Competition Agreement. Seller shall have executed and delivered the Seller’s Non-Competition Agreement.

Article 6.15

Shareholders’ Non-Competition Agreement. The Shareholders shall have executed and delivered the Shareholders’ Non-Competition Agreement.

Article 6.16

(*) Consulting Agreement. (*) shall have entered into a consulting agreement with Nautilus and/or Buyer whereby (*) agrees to provide consulting services related to the Business for period of up to six months, subject to such reasonable limitations and providing for such reasonable compensation as is mutually agreed by the Parties.

CHAPTER 7

CONDITIONS PRECEDENT TO OBLIGATIONS OF

SELLER AND THE SHAREHOLDERS

The obligations of Seller and the Shareholders under this Agreement shall be subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Seller:

Article 7.1

Representations and Warranties Accurate. All representations and warranties of Nautilus and Buyer contained in this Agreement shall have been true in all material respects when made and shall be true in all material respects at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date. Nautilus and Buyer shall furnish Seller a certificate, dated the Closing Date and signed by a duly authorized officer stating the above in such form as Seller or the Shareholders may reasonably request.

Article 7.2

Performance by Nautilus. Each of Nautilus and Buyer shall have performed and complied with all agreements and conditions required by this Agreement to be performed and complied with by it prior to or on the Closing Date and there shall be delivered to Seller a certificate to such effect, dated the Closing Date and signed by a duly authorized officer of each of Nautilus and Buyer.

Article 7.3

Legal Prohibition. On the Closing Date there shall exist no injunction or final judgment, law or regulation prohibiting the consummation of the transactions contemplated by this Agreement.

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

CHAPTER 8

INDEMNIFICATION

Article 8.1

Indemnification by Seller and Shareholders. Seller and Shareholders hereby, jointly and severally agree to indemnify and hold each of Nautilus and Buyer harmless at all times as set forth below from and after the Closing Date against and in respect of all matters in connection with the following:

8.1.1

From and after the Closing Date, all the liabilities of Seller arising out of or in connection with the Business (including, without limitation, liabilities for taxes or in connection with the termination of employees of the Business), and all suits, proceedings, demands, assessments, judgments, costs, attorneys' fees and expenses incident to any matters relating to the such liabilities of Seller and arising out of or in connection with the Business prior to the Closing Date, including those out-of-pocket costs, charges and expenses in respect of the participation of officers and employees of Nautilus or Buyer after the Closing Date in the defense thereof; and

8.1.2

From and after the Closing Date, any losses, liabilities, damages or deficiencies incurred by either Nautilus or Buyer resulting from any misrepresentation or breach of warranty under Chapter 3 of this Agreement or non-fulfillment of any agreement or covenant on the part of Seller or a Shareholder under this Agreement, or from any certificate or other instrument furnished or to be furnished by Seller or a Shareholder hereunder, and all suits, actions, proceedings, demands, assessments, judgments, costs, attorneys' fees and expenses incident to any of the foregoing matters, including those out-of-pocket costs, charges and expenses in respect of the participation of officers and employees of Nautilus or Buyer after the Closing Date in defense thereof.

Article 8.2

Payments to Nautilus and Buyer. Seller and the Shareholders shall promptly reimburse Nautilus and Buyer for all amounts owed under Article 8.1 from time to time, at their request, as such amounts are incurred. Notwithstanding the foregoing, (a) the maximum aggregate liability of Seller and the Shareholders for all claims made by Nautilus and/or Buyer under Article 8.1.2 shall not exceed US(*) and shall be paid from amounts on deposit with the Escrow Agent under the Escrow Agreement for such purpose as provided therein; (b) neither of Nautilus nor Buyer shall make any particular claim for an amount owed under Article 8.1.2 after the (*)-month anniversary of the Closing Date (the “Indemnity Cut-Off Date”) (other than claims made in respect of Articles 3.2 and 3.14, which shall survive the Indemnity Cut-Off date for an indefinite period, and other than claims under Article 3.18, which shall survive until the (*)-month anniversary of the Closing Date); (c) claims based on the failure of any item of Tangible Personal Property to satisfy the representations and warranties set forth in Article 3.5.4 shall be resolved, if possible, by Buyer promptly obtaining repair and submitting the cost of repair as a claim hereunder, and the maximum aggregate liability for such claims shall be U.S.$100,000; and (d) neither Nautilus nor Buyer shall make any

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

claim for indemnity under Article 8.1.1 or Article 8.1.2 for environmental, health or public safety claims, liabilities or remedial expenses after the (*)-month anniversary of the Closing Date, the maximum aggregate liability of Seller and the Shareholders for any such claims made during the (*)-month period following the Closing Date shall be subject to the limitation set forth in clause (a) of this Section 8.2, the maximum aggregate liability for any such claims made after such (*)-month period and prior to the (*)-month anniversary of the Closing Date shall not exceed the lesser of U.S.(*) and the amount remaining on deposit with the Escrow Agent, and any such claims for costs related to voluntary compliance activities must be accompanied by written verification from MWH (or a firm of similar reputation with its main office located in the PRC or Hong Kong) that such costs were incurred in order to meet the requirements of PRC laws, regulations or regulatory authorities. It is further agreed that Seller and the Shareholders shall have no liability with respect to matters described in Articles 8.1.1 and 8.1.2 until the aggregate total of all claims with respect to such matters exceeds U.S.$150,000, but after such total is exceeded Seller and the Shareholders shall have liability for such initial U.S.$150,000 and all subsequent claims, subject to the other terms and limitations of this Article 8.2.

Article 8.3

Indemnification by Nautilus. Nautilus and Buyer hereby agree jointly and severally to indemnify and hold harmless Seller and the Shareholders at all times from and after the Closing Date against and in respect of all matters in connection with the following:

8.3.1

From and after the Closing Date, all the liabilities of Nautilus and Buyer arising out of or in connection with the Business (including, without limitation, liabilities for taxes or in connection with the termination of employees of the Business by Buyer after the Closing Date), and all suits, proceedings, demands, assessments, judgments, costs, attorneys' fees and expenses incident to any matters relating to the such liabilities of Nautilus and Buyer and arising out of or in connection with the conduct of the Business from and after the Closing Date, including those out-of-pocket costs, charges and expenses in respect of the participation of officers and employees of Seller or the Shareholders after the Closing Date in the defense thereof.

8.3.2

From and after the Closing Date up through the Indemnity Cut-Off Date, any losses, liabilities, damages or deficiencies incurred by Seller or the Shareholders that result from any misrepresentation, breach of warranty, or non-fulfillment of any agreement or covenant on the part of Nautilus under this Agreement, or from any certificate or other instrument furnished or to be furnished by hereunder and all suits, actions, proceedings, demands, assessments, judgments, costs, attorneys' fees and expenses incident to any

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

of the foregoing matters, including those out-of-pocket costs, charges and expenses in respect of the participation of officers and employees of Seller or the Shareholders after the Closing Date in defense thereof. Notwithstanding the foregoing, the maximum aggregate liability of Nautilus and Buyer for all claims made by Seller or the Shareholders under Article 8.3.2 shall not exceed (*).

Article 8.4

Payments to Seller and the Shareholders. Nautilus shall promptly reimburse Seller or the Shareholders for all amounts owed under Article 8.3 from time to time, at their request, as such amounts are incurred. Notwithstanding the foregoing, Seller and the Shareholders shall not make any particular claim for an amount owed under Article 8.3.2 after the Indemnity Cut-Off Date.

Article 8.5

Third Party Claims. If a claim by a third party is made against an indemnified Party hereunder, and if a Party intends to seek indemnity with respect thereto under this Chapter 8 (such Party being the “Indemnified Party”), the Indemnified Party or Parties shall promptly (and in any case within thirty (30) days) notify the other Party or Parties (the “Indemnifying Party”) of such claim. The Indemnifying Party shall have thirty (30) days after receipt of the above-mentioned notice to undertake, conduct and control, through counsel of its own choosing (subject to the consent of the Indemnified Party, such consent not to be unreasonably withheld) and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, that: (i) the Indemnifying Party shall not thereby permit to exist any Lien upon any asset of the Indemnified Party, (ii) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel shall be borne by the Indemnified Party, and (iii) the Indemnifying Party shall promptly reimburse the Indemnified Party for the full amount of any loss resulting from such claim and all related expenses incurred by the Indemnified Party within the limits of this Chapter 8. So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefore by the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty days after receipt of the Indemnified Party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the Indemnifying Party.

CHAPTER 9

STAFF AND EMPLOYEE MATTERS

Article 9.1

Staff and Employees. Seller has delivered to Nautilus and Buyer a list,

dated within fifteen days prior to the Closing Date, naming by location all of the staff and employees of Seller actively employed in the Business, including each such staff and employee's current compensation rate and date of employment. Nautilus and Buyer shall be permitted to interview all of Seller’s staff and employees employed in the Business during business hours, pursuant to schedules to be coordinated with Seller, and Seller shall give Nautilus and Buyer all information in Seller’s possession reasonably requested by Nautilus or Buyer in connection with such staff and employees. Buyer will offer employment commencing as of the Closing Date to those staff and employees as Buyer deems, in its sole discretion, appropriate on such terms as Buyer shall deem appropriate. Seller and the Shareholders will use their best efforts to cause such employees to become employees of Buyer as of the Closing Date.

Article 9.2

Salaries and Benefits. Seller shall be responsible for (i) the payment of all wages and other remuneration due to staff and employees of the Business with respect to their services as employees of Seller through close of business on the Closing Date; (ii) the payment of any termination or severance payments required by contract or law; and (iii) any amounts or benefits due to the staff and employees under welfare benefit, housing, retirement and health plans maintained Seller for such staff and employees pursuant to contract or as required by law. Nautilus and Buyer agree to cooperate with Seller to transition the employment of Seller’s employees to Buyer in a manner that minimizes any termination or severance payments. If despite such efforts Seller is required to pay termination or severance payments to former employees of Seller who are employed by Buyer, Nautilus and Buyer agree to reimburse Seller in amount equal to the lesser of one-half of such payments and U.S.$250,000.

Article 9.3

No Rights to Staff and Employees. Nothing herein expressed or implied shall confer upon any staff or employee hired by Nautilus or Buyer or any other employee or legal representatives of Seller or any trade union representative any rights or remedies, including, without limitation, any right to employment, or continued employment for any specified period, of any nature or kind whatsoever under or by reason of this Agreement.

CHAPTER 10

ACTIONS TO BE TAKEN

SUBSEQUENT TO THE CLOSING DATE

Article 10.1

Further Assurances. Following the Closing, Seller and each Shareholder will, upon request by Nautilus or Buyer, (a) do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances and (b) use its best efforts to obtain all authorizations, approvals, consents and waivers that may be reasonably required for the conveyance, transfer, assignment, delivery, assurance and confirmation to Buyer, or to its successors and assigns, or for aiding and assisting in collecting or reducing to possession, any or all of the Assets of Seller transferred hereunder.

Article 10.2

Customer and Other Business Relationships. After the Transfer Completion, Seller and the Shareholders will cooperate with Nautilus and Buyer in their efforts to continue and maintain for the benefit of Buyer those business relationships of Seller existing prior to the Closing and relating to the Business, including relationships with lessors, employees, regulatory authorities, licensors, customers, suppliers and others, and Seller will satisfy its liabilities in a manner that is not detrimental to any of such relationships. Seller and the Shareholders will refer to Buyer all inquiries relating to the Business. Neither Seller nor either Shareholder nor any of their respective officers, employees, agents or shareholders shall take any action that would tend to diminish the value of the Assets after the Closing or that would interfere with the Business, including disparaging the name or business of Nautilus or Buyer.

Article 10.3

Retention of and Access to Records. After the Closing Date, Buyer shall retain for a period consistent with Nautilus's record-retention policies and practices those records of Seller delivered to Buyer. Nautilus will ensure that Buyer also shall provide Seller and the Shareholders and their representatives reasonable access thereto, during normal business hours and on at least three days' prior written notice, to enable them to prepare financial statements or tax returns or deal with tax audits. After the Closing Date, Seller shall provide Buyer and its representatives reasonable access to records that are Excluded Assets, during normal business hours and on at least three days' prior written notice, for any reasonable business purpose specified by Buyer in such notice.

Article 10.4

Mutual Cooperation with Respect to Taxes. Each of Nautilus and Buyer, on the one hand, and Seller and the Shareholders, on the other, will provide the other with such assistance as may reasonably be requested by either of them in connection with the preparation of any tax return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for any Taxes relating to the transactions contemplated by this Agreement. Each such Party will retain and provide the other with any records or information which may be relevant to such return, audit or examination, proceedings or determination. Such assistance shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and shall include providing copies of any relevant tax returns and supporting work schedules. The Party requesting assistance hereunder shall reimburse the other for reasonable out-of-pocket expenses incurred in providing such assistance.

Article 10.5

Cooperation in Litigation. In the event that, after the Closing Date, Nautilus, Buyer, Seller or the Shareholders shall require the participation of officers and employees employed by each other to aid in the defense or prosecution of litigation or claims, and so long as there exists no conflict of

interest between the Parties, each of Nautilus, Buyer and Seller shall use its best efforts to make such officers and employees available to participate in such defense or prosecution, provided that, except as required pursuant to the provisions of Chapter 8, the Party requiring the participation of such officers or employees shall pay all reasonable out-of-pocket costs, charges and expenses arising from such participation.

Article 10.6

Confidentiality. Except in circumstances where the prior consent of Nautilus has been obtained and for a period of five (5) years after the Closing Date, Seller and each Shareholder agrees that it shall not divulge to any Person any trade secret, or secret process, method or means, or any other confidential information concerning the Business, Nautilus or Buyer that comes to the knowledge of such Party by reason of its being a Party hereto unless and to the extent that (i) the disclosure is required by law or (ii) such information is or becomes public knowledge otherwise than through the breach of this Article or (iii) such information was obtained from a third party having no obligation of confidentiality with respect to such information.

Article 10.7

[Intentionally left blank]

Article 10.8

Land America Name. Seller agrees that following the Closing Date it will not, and each Shareholder agrees that it will cause Seller not to, (i) use the name “Land America” in connection with the manufacture, distribution or sale of fitness equipment, or (ii) transfer the name or any rights in the name “Land America”, or any confusingly similar name, to any third party unless such party agrees that such name shall not be used in connection with the manufacture, distribution or sale of fitness equipment.

CHAPTER 11

TERMINATION

Article 11.1

Termination Events. This Agreement may, by notice given on or prior to the Closing Date, in the manner hereinafter provided, be terminated and abandoned:

11.1.1

By Nautilus and Buyer, on the one hand, or Seller and the Shareholders, on the other, if material default or breach shall be made by the other with respect to the due and timely performance of any of its covenants and agreements contained herein, or with respect to due compliance with any of its representations and warranties contained herein, and such default cannot be cured, or shall have not been cured within forty-five (45) days after receipt of notice specifying particularly such default;

11.1.2

By Nautilus and Buyer if all of the conditions set forth in Chapter 6 shall not have been satisfied (or are incapable of being satisfied) on or before December 31, 2007 or waived by it on or before such date; or by Seller and the Shareholders, if all of the conditions set forth in Chapter 8 shall not have been satisfied (or are incapable of being satisfied) by such date or waived by it on or before such date;

11.1.3

By either Nautilus and Buyer, on the one hand, or Seller and the Shareholders, on the other, if in the case of Seller and the Shareholders, Nautilus, or in the case of Nautilus and Buyer, Seller or any Shareholder, becomes bankrupt, or is the subject of proceedings for liquidation or dissolution, or ceases to carry on business or becomes unable to pay its or his debts as they become due;

11.1.4

By written mutual consent of Nautilus and Seller; or

11.1.5

By either Nautilus or Seller if the Closing shall not have occurred, through no fault of any Party, on or before December 31, 2007, or such later date as may be agreed upon by the Parties.

Each Party's right of termination hereunder is in addition to any other rights it may have hereunder or otherwise, including, without limitation, Nautilus’s rights pursuant to Article 12.2.

Article 11.2

Effect of Termination. In the event this Agreement is terminated pursuant to Article 11.1, all further obligations of the Parties hereunder shall terminate and, unless terminated pursuant to Article 11.1.4, the Four Million U.S. Dollar (U.S.$4,000,000) option fee delivered to Seller pursuant to the Option Agreement shall be retained by Seller.

CHAPTER 12

OTHER PROVISIONS

Article 12.1

Survival of Representations and Warranties. The representations and warranties contained in this Agreement shall survive the Closing for a period of (*) months from the Closing Date, provided, that the representations and warranties set forth in Articles 3.2 and 3.14 shall survive for an indefinite period, and the representations and warranties set forth in Article 3.18 shall survive until the (*) month anniversary of the Closing Date); and provided further, that in the event a claim for indemnification is made by Nautilus in respect of any representation and warranty made by Seller or either Shareholder prior to the expiration of such representation or warranty, Nautilus shall be entitled to the benefits of the indemnification provisions hereunder as long as such claim is being prosecuted in good faith.

Article 12.2

[intentionally left blank]

Article 12.3

Responsibility for Taxes. Each Party shall pay its own transaction-related Taxes arising out of the transactions contemplated by this Agreement. Seller shall also pay any filing or recording fees payable in connection with the instruments of transfer provided for herein, including, without limitation, any supplemental land grant fee premium required by the Xiamen Municipal Government as a condition to its approval of the transfer of the Land. Prior

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

to the Closing, Seller and Buyer shall have paid stamp duties in respect of this Agreement. Buyer acknowledges that its taxes will include VAT on the amount of Inventory purchased and Deed Tax on applicable items.

Article 12.4

Complete Agreement. This Agreement, including the Schedules and Exhibits attached hereto and the documents referred to herein, together with the Escrow Agreement shall constitute the entire agreement between the Parties hereto with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter, including without limitation the Option Agreement.

Article 12.5

Passage of Title and Risk of Loss. Title and risk of loss with respect to the Assets and rights to be transferred hereunder shall not pass to Buyer until the Assets or right is transferred at the Closing hereunder.

Article 12.6

Waiver, Discharge, etc. This Agreement may not be released, discharged, abandoned, changed or modified in any manner, except by an instrument in writing signed on behalf of each of the Parties hereto by their duly authorized representatives. The failure of any Party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part thereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

Article 12.7

Notices. Any notice or other communication required or permitted hereunder shall be given in writing and shall be addressed to the relevant Party at the address set forth below or at such other address as such Party may designate by ten Business Days' advance written notice to the other Parties. Any notice addressed to the relevant Party shall be deemed to have been delivered: (a) if delivered by hand when delivered, (b) if sent by pre-paid United States registered mail, on the fifth (5th) Business Day after the date of posting, (c) if given or made by facsimile, on the following Business Day after the transmission is sent (as long as the sender has a confirmation report specifying the facsimile number of the recipient, the number of pages sent and the date of the transmission) and, (d) if given or made by electronic mail, on the following Business Day after the electronic mail is sent (as long as the sender has confirmation records confirming delivery by the sender and receipt by the recipient of the electronic mail).

Notices and communications shall be delivered as follows:


To Nautilus and		Nautilus, Inc
Buyer at:		16400 SE Nautilus Drive
		Vancouver, Washington 98683 U.S.A.
		Attn: Wayne M. Bolio,
		Chief Administrative Officer and
		Senior Vice President, Law & Human Resources
		Facsimile: 1 ###-###-####
		E-mail: *@*

with a copy to:		Garvey Schubert Barer
		1191 Second Avenue, 18th Floor
		Seattle, Washington 98101 U.S.A.
		Attn: Bruce A. Robertson, Esquire
		Facsimile: 1 ###-###-####
		E-mail: *@*

To Seller at:		Land America Health & Fitness Co., Ltd.
		25 North 2nd Road, Xiamen, Xinglin
		Jimei District
		Xiamen, China 361022
		Attn: (*)
		Facsimile: (*)

with a copy to:		(*)

To Bruno at:		(*)
		[Address]
		Facsimile:
		E-mail

To Qing at:		(*)
		[Address]
		Attn:
		Facsimile:
		E-mail:

Article 12.8

Public Announcements. No Party shall issue any press release or public announcement in connection with this Agreement or the transactions contemplated hereby without the prior written approval of the other Parties hereto.

Article 12.9

Expenses. Whether the transactions contemplated by this Agreement are consummated or fail to be consummated for any reason whatsoever, each Party shall pay its own expenses and the fees and disbursements of its counsel, accountants and other experts.

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Article 12.10

Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the PRC.

Article 12.11

Arbitration.

(1)

Except as provided in Article 12.2, all disputes arising in connection with or relating to this Agreement shall be finally settled by binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association. The tribunal shall be composed of a sole arbitrator. The arbitration shall be conducted in the English language at San Francisco under the U.S. Federal Arbitration Act.

(2)

Any arbitral award rendered shall be final, binding and non-appealable and may be entered and enforced as a judgment with any court having jurisdiction.

(3)

To the extent this Article is deemed to be a separate agreement independent from this Agreement, Article 12.10 concerning governing law and Article 12.7 concerning notices are incorporated herein by reference.

(4)

Any Party may, without inconsistency with this agreement to arbitrate, seek from a court any provisional remedy that may be necessary to preserve its rights, to protect intellectual property or to prevent the disposal of assets at any time before, during or after the arbitration proceedings.

Article 12.12

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and the successors or assigns of the Parties, provided that the rights of Seller herein may not be assigned and the rights of Nautilus and Buyer may only be assigned (without Seller’s and Shareholders’ consent) to an Affiliate of Nautilus (as long as Nautilus shall remain liable hereunder).

Article 12.13

Language; Schedules; Headings; Counterparts. This Agreement is written both in the Chinese and English languages. Both versions shall have equal validity, but in the event of a conflict between the two versions the English version shall prevail. All Schedules attached to this Agreement are an integral part hereof and are incorporated herein by reference as though set forth in full. The headings used in this Agreement are for convenience only and shall not be used in the interpretation of any provision of this Agreement or affect any right or obligation under this Agreement. This Agreement may be executed in any number of counterparts and by different Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

Article 12.14

Joint and Several Obligations. The liability of Seller and each Shareholder hereunder shall be joint and several with Seller and with the Shareholders.

Where in this Agreement provision is made for any action to be taken or not taken by Seller, the Shareholders jointly and severally undertake to cause Seller to take or not take such action, as the case may be. Without limiting the generality of the foregoing, Seller and each Shareholder shall be jointly and severally liable for the indemnities set forth in Article 8.

Article 12.15

Representative of Seller and the Shareholders.

(a)

Seller and each of the Shareholders hereby appoint Bruno as their representative ("Selling Parties Representative") and their true and lawful attorney in fact, with full power and authority in each of their names and on behalf of each of them:

(i)

to act on behalf of each of them in the absolute discretion of the Selling Parties Representative, but only with respect to the following provisions of this Agreement, with the power to: (A) designate the accounts for payment of the Purchase Price pursuant to Article 2.3; (B) act pursuant to Article 2.4 with respect to any Purchase Price adjustment; (C) act under the Escrow Agreement; (D) give and receive notices pursuant to Article12.7; (E) terminate this Agreement pursuant to Section 11.1 or waive any provision of this Agreement pursuant to Chapter 7, Article 11.1 and Article 12.6; and (F) act in connection with any matter as to which Seller and each of the Shareholders, jointly and severally, have obligations, or are Indemnified Persons, under Article 8; and

(ii)

in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable to effectuate the provisions of this Article 12.15.

This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made herein and is irrevocable and shall not be terminated by any act of any of the Shareholders or Seller or by operation of law, or by the occurrence of any other event. Each Shareholder and Seller hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Selling Parties Representative pursuant to this Article 12.15.

(b)

Nautilus, Buyer and the Escrow Agent shall be entitled to rely upon any document or other paper delivered by the Selling Parties Representative as (i) genuine and correct and (ii) having been duly signed or sent by the Selling Parties Representative, and none of Nautilus, Buyer or the Escrow Agent shall be liable to any of the Shareholders or Seller for any action taken or omitted to be taken by Nautilus or the Escrow Agent in such reliance.

[Remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first above written.


NAUTILUS

NAUTILUS, INC.

By:
Signature
Print Name:
Title:

BUYER

[NAUTILUS WOFE]

By:
Signature
Print Name:
Title:

SELLER

LAND AMERICA HEALTH & FITNESS CO., LTD

By:
Signature
Print Name:
Title:

		*() (a Shareholder)**

By:
		(*)

		*()( a Shareholder)**

By:
		*()**

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

ACCEPTANCE AND AGREEMENT OF SELLING PARTIES REPRESENTATIVE

The undersigned, being the Selling Parties Representative designated in Article 12.15 of the foregoing Asset Purchase Agreement, agrees to serve as the Selling Parties Representative and to be bound by the terms of such Asset Purchase Agreement pertaining thereto.

Dated: , 2007



*()**

Exhibit

ESCROW AGREEMENT

THIS ESCROW AGREEMENT, dated as of December 31, 2007 (this “Agreement”), is entered into by and among NAUTILUS, INC., a Washington corporation (“Nautilus”), LAND AMERICA HEALTH & FITNESS CO., LTD., a People’s Republic of China limited liability company (“Seller”), [NAUTILUS WOFE], a People’s Republic of China limited liability company (“Buyer”), (*) and (*) and Land America are sometimes collectively referred to as the “Selling Parties” or individually as a “Selling Party”), (*), as representative of the Selling Parties (the “Representative”) and , as escrow agent (the “Escrow Agent”).

PRELIMINARY STATEMENTS

A.	The parties hereto have entered into an Asset Purchase Agreement, dated •• , 2007 (the “Purchase Agreement”). Capitalized terms used in the Purchase Agreement are used herein with the same meaning, unless otherwise defined herein.

B.	This is the Escrow Agreement referred to in the Purchase Agreement.

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

Appointment of Escrow Agent. Nautilus and the Selling Parties hereby appoint the Escrow Agent to act as escrow agent in accordance with the terms and conditions of this Agreement, and the Escrow Agent hereby accepts such appointment and agrees to act as escrow agent hereunder in accordance with such terms and conditions.

Establishment of Escrow. Pursuant to Section 2.3 of the Purchase Agreement, (*)) has been deposited with the Escrow Agent by or on behalf of Buyer. Such funds and all interest or other income received in respect of such funds are collectively referred to as the “Escrow Property”. Any interest or other income received in respect of funds included in the Escrow Property will be held for the account of the Selling Parties.

3.	Release of Escrow Property.

(a)

Indemnification Claim Releases.

(1)

From time to time on before the dates specified in Article 8.2 of the Purchase Agreement, Nautilus may give a notice (a “Notice”) to the Representative and the Escrow Agent specifying in reasonable detail the nature and dollar amount of any claim (a “Claim”) it may have under Article 8.1.1 or 8.1.2 of the Purchase Agreement. Nautilus may make more than one claim with respect to any underlying state of facts. If the

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Representative gives notice to Nautilus and the Escrow Agent disputing any Claim (a “Counter Notice”) within thirty (30) days following receipt by the Escrow Agent of the Notice regarding such Claim, such Claim shall be resolved as provided in clause (2) of this Section 3(a) below. If no Counter Notice is received by Escrow Agent within such thirty-day (30-day) period, then the dollar amount of damages claimed by Nautilus as set forth in its Notice shall be deemed established for purposes of this Agreement and the Purchase Agreement and, at the end of such thirty-day (30-day) period the Escrow Agent shall pay to Nautilus the dollar amount claimed in the Notice from (and only to the extent of) the Escrow Property. The Escrow Agent shall not inquire into or consider whether a Claim complies with the requirements of the Purchase Agreement.

(2)

If a Counter Notice is given with respect to a Claim, the Escrow Agent shall make payment with respect thereto only in accordance with (i) joint written instructions of Nautilus and the Representative or (ii) a final and non-appealable arbitration award or judgment obtained in accordance with the arbitration provisions of the Purchase Agreement. Any arbitration award or judgment shall be accompanied by a certificate from the arbitrator to the effect that the arbitral award or judgment is non-appealable. The Escrow Agent shall act on such arbitration award or judgment and legal opinion without further question.

(b)

Release on Joint Instruction of Nautilus and the Representative. Nautilus and the Representative may from time to time jointly instruct the Escrow Agent in writing to release any or all of the Escrow Property to a person or persons designated by them.

(c)

Release of Escrow Property. Following the (*)-month anniversary of the Closing Date, the Escrow Agent shall distribute to the Representative any Escrow Property then on deposit that is in excess of the sum of (i) (*) and (ii) the amount of any Claim as to which Notice has been delivered pursuant to Section 3(a) above on or prior to such (*)-month anniversary and the Claim in respect of such Notice is still outstanding or subject to a Counter Notice (such sum the “Retained Escrow Property”). The Escrow Agent shall continue to hold the Retained Escrow Property for the remainder of the Term (as defined below and, subject to the proviso of Section 4 of this Agreement, at the conclusion of the Term, the Escrow Agent shall pay to the Representative any amount of Retained Escrow Property then on deposit.

Term and Termination. This Agreement shall continue in full force and effect until the earlier of (i) the payment or delivery of the entire Escrow Property, and (ii) the date that is the (*)-month anniversary of the date of the Closing Date (the “Term”) and thereafter shall automatically terminate; provided, however, that in the event a Notice

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

has been delivered pursuant to Section 3(a) of this Agreement at any time prior to the expiration of the Term and the Claim in respect of such Notice is still outstanding or subject to a Counter Notice, the Escrow Agent shall continue to hold Escrow Property in accordance with the terms hereof until final resolution of such Claim.

Investment of Funds. Except as Nautilus and the Representative may from time to time jointly otherwise instruct the Escrow Agent in writing, funds comprising the Escrow Property deposited with the Escrow Agent shall be invested from time to time, to the extent possible, in United States Treasury bills having a remaining maturity of ninety (90) days or less and repurchase obligations secured by such United States Treasury bills, with any remainder being deposited and maintained in a money market deposit account with the Escrow Agent until release by the Escrow Agent of the entire Escrow Property. The Escrow Agent is authorized to liquidate in accordance with its customary procedures any portion of the Escrow Property consisting of investments to provide for payments required to be made under this Agreement.

6.	Duties of the Escrow Agent.

(a)

The Escrow Agent shall not be under any duty to give the Escrow Property held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder except as directed in this Agreement. Uninvested funds held hereunder shall not earn or accrue interest.

(b)

The Escrow Agent shall not be liable for actions or omissions hereunder, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against the Escrow Agent, the other parties hereto shall jointly and severally indemnify and hold harmless the Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys' fees and disbursements, arising out of and in connection with this Agreement. Without limiting the foregoing, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the funds comprising part of the Escrow Property or any loss of interest incident to any such delays.

(c)

The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Escrow Agent on behalf of that party unless written notice to the contrary is delivered to the Escrow Agent.

(d)

The Escrow Agent may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice.

(e)

The Escrow Agent does not have any interest in the Escrow Property deposited hereunder but is serving as escrow holder only and has only possession thereof. Any payments of income from the Escrow Property shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent with appropriate Internal Revenue Service Forms W-9 for tax identification number certification, or nonresident alien certifications. This Section 6(e) and Section 6(b) shall survive notwithstanding any termination of this Agreement or the resignation of the Escrow Agent.

(f)

The Escrow Agent makes no representation as to the validity, value, genuineness or collect ability of any security or other document or instrument held by or delivered to it.

(g)

The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder.

(h)

The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by delivering the Escrow Property to any successor Escrow Agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of the Escrow Agent will take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day which is thirty (30) days after the date of delivery of its written notice of resignation to the other parties hereto. If, at that time, the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent's sole responsibility after that time shall be to retain and safeguard the Escrow Property until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final, non-appealable order of a court of competent jurisdiction.

(i)

In the event of any disagreement between the other parties hereto resulting in adverse claims or demands being made in connection with the Escrow Property, or in the event that the Escrow Agent is in doubt as to what action it should take hereunder, the Escrow Agent shall be entitled to retain the Escrow Property until the Escrow Agent shall have received (i) a final, non-appealable order of a court of competent jurisdiction directing delivery of the Escrow Property or (ii) a written agreement executed by Nautilus and the Representative directing delivery of the Escrow Property, in which event the Escrow Agent shall disburse the Escrow Property in accordance with such order or agreement. Any court order shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent shall act on such court order and legal opinion without further question.

(j)

Nautilus and the Selling Parties shall pay the Escrow Agent compensation (as payment in full) for the services to be rendered by the Escrow Agent hereunder in the amount of dollars ($ ) at the time of execution of this Agreement and dollars ($ ) annually thereafter and agree to reimburse the Escrow Agent for all reasonable expenses, disbursements and advances incurred or made by the Escrow Agent in performance of its duties hereunder (including reasonable fees, expenses and disbursements of its counsel). Any such compensation and reimbursement to which the Escrow Agent is entitled shall be borne fifty percent (50%) by Nautilus and fifty percent (50%) by the Representative. Any fees or expenses of the Escrow Agent or its counsel that are not paid as provided for herein may be taken from any property held by the Escrow Agent hereunder.

(k)

No printed or other matter in any language (including, without limitation, prospectuses, notices, reports and promotional material) that mentions the Escrow Agent's name or the rights, powers or duties of the Escrow Agent shall be issued by the other parties hereto or on such parties' behalf unless the Escrow Agent shall first have given its specific written consent thereto.

(l)

The other parties hereto authorize the Escrow Agent, for any securities held hereunder, to use the services of any United States central securities depository it reasonably deems appropriate, including, without limitation, the Depository Trust Company and the Federal Reserve Book Entry System.

Limited Responsibility. This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound by the provisions of any agreement among the other parties hereto except this Agreement.

Notices All notices, consents, waivers and other communications required or permitted under this Agreement shall be in writing and shall be deemed given to a party when (a) delivered to the appropriate address by hand or by a nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile or e-mail (with confirmation by the transmitting equipment); or (c) received by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses and facsimile numbers and marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number or person as a party may designate by notice to the other parties):


To Nautilus at:		Nautilus, Inc.
		16400 SE Nautilus Drive
		Vancouver, Washington 98683 U.S.A.
		Attn: Wayne M. Bolio,
		Chief Administrative Officer, Senior Vice President,
		Law and Human Resources
		Facsimile: 1 ###-###-####
		E-mail: *@*


with a mandatory		Garvey Schubert Barer
copy to:		1191 Second Avenue, 18th Floor
		Seattle, Washington 98101-2939 U.S.A.
		Attn: Bruce A. Robertson, Esquire
		Facsimile: 1 ###-###-####
		E-mail: *@*

To Land America at:		Land America Health & Fitness Co., Ltd.
		25 North 2nd Road Xiamen, Xinglin
		Jimei District
		Xiamen, China 361022 P.R.C.
		Attn: (*), Esquire
		Facsimile: (*)
		E-mail: (*)

with a mandatory
copy to:		(*)

To BUYER at:
		Attn:
		Facsimile:
		E-mail:

with a mandatory
copy to:
		Attn:
		Facsimile:
		E-mail:

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


To (*) at:		(*)
		Facsimile:

		E-mail: (*)

with a mandatory
copy to:		Attn:
		Facsimile:
		E-mail:

To (*) at:		Attn: (*)
		Facsimile:
		E-mail:



with a mandatory
copy to:		Attn:
		Facsimile:
		E-mail:

To Escrow Agent at:
		Attn:
		Facsimile:
		E-mail:

with a mandatory
copy to:		Attn:
		Facsimile:
		E-mail:

Jurisdiction; Service of Process. Any proceeding arising out of or relating to this Agreement may be brought in the courts of the State of Washington, County of King, or, if it has or can acquire jurisdiction, in the United States District Court for the Western District of Washington, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding and waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court and agrees not to bring any proceeding arising out of or relating to this Agreement in any other court. Process in any proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

10.

Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for any purposes whatsoever.

11.

Section Headings; Construction. The headings of sections in this Agreement are provided for convenience only and will not affect its construction or interpretation.

12.

Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

13.

Entire Agreement and Modification. This Agreement supersedes all prior agreements among the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by Nautilus, the Selling Parties, the Representative and the Escrow Agent.

14.

Governing Law. This Agreement shall be governed by the laws of the State of Washington without regard to conflicts of law principles that would require the application of any other law.

15.

Representative of Selling Parties.

(a)

Each Selling Party hereby constitutes and appoints the Representative as their representative and their true and lawful attorney in fact, with full power and authority in each of their names and on behalf of each of them:

(i)

to act on behalf of each of them in the absolute discretion of the Selling Parties Representative in connection with this Agreement, including, without limitation, with the power to: (A) execute and deliver the Closing Release Instructions pursuant to Section 3(a) and other release instructions pursuant to Section 3(d), (B) designate the accounts for payment of the amounts released from escrow; (C) deliver any Counter Notice under Section 3(b)(2); (D) deliver any instructions pursuant to Section 5; (E) give and receive notices pursuant to Section 8 and this Agreement; (F) waive any provision of this Agreement pursuant to Section 12; and (G) accept service of process pursuant to Section 9; and

(ii)

This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made herein and is irrevocable and shall not be terminated by any act of any Selling Party or by operation of law. Each Selling Party hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Representative pursuant to this Section 15. Bruno agrees to serve as the Representative and be bound by the terms of this Agreement relating thereto.

(b)

Nautilus and the Escrow Agreement shall be entitled to rely upon any document or other paper delivered by the Representative as (i) genuine and correct and (ii) having been duly signed or sent by the Representative, and neither Nautilus nor the Escrow Agent shall be liable to any of the Selling Parties for any action taken or omitted to be taken by Nautilus or the Escrow Agent in such reliance.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.


NAUTILUS, INC.

By:
Print Name:
Title:

LAND AMERICA HEALTH & FITNESS CO., LTD.

By:
Print Name:
Title:

[BUYER]

By:
Print Name:
Title:


		*(), individually and as Representative**


		*()**

(*)	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT A

(Form of Escrow Agreement)

Exhibit A

EXHIBIT B

(Seller’s Non-Competition Agreement)

Exhibit B

EXHIBIT C

(Shareholders Non-Competition Agreement)

Exhibit C

EXHIBIT D

(Form of Opinion of The Universal Legal Corp., PRC,

Counsel to Seller and Shareholders)

Exhibit D

EXHIBIT E

(Form of Opinion of ,

Counsel to Seller and Share

Exhibit E