Key Executive Preferred Stock Option Purchase Agreement

EXHIBIT 10.46


KEY EXECUTIVE PREFERRED STOCK OPTION PURCHASE AGREEMENT


This Agreement is entered into as of September 6, 1996 by and among Scott R. Watterson and Gary E. Stevenson (collectively, the "Sellers") and IHF
------- Capital, Inc., a Delaware corporation ("IHF Capital").
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The Sellers own in the aggregate options exercisable for ____ shares (the
"Executive Preferred Options") of the Series A Preferred Stock, $0.01 par value - ---------------------------- per share (the "Preferred Stock"), of IHF Holdings, Inc., a Delaware
--------------- corporation. The Sellers have reviewed the Stock and Warrants Purchase Agreement among IHF Capital, Weider Health and Fitness, a Nevada corporation, and certain of its affiliates and related parties dated as of the date hereof (the "Weider
------ Stock Agreement"). The Sellers wish to sell the Executive Preferred Options to - --------------- IHF Capital contemporaneously with the sale of Preferred Stock pursuant to the Weider Stock Agreement. Therefore, in consideration of the foregoing and the mutual agreements and covenants set forth below, the parties hereto agree as follows:


1. Purchase of Executive Preferred Options. Contemporaneously with the
--------------------------------------- purchase of Preferred Stock pursuant to the Weider Stock Agreement, IHF Capital agrees to purchase from the Sellers, and the Sellers severally agree to sell to IHF Capital, all the Executive Preferred Options at an aggregate purchase price equal of $______. The purchase price shall be allocated $_____ to Watterson and $_____ to Stevenson. The Sellers shall severally deliver certificates evidencing the Executive Preferred Options owned by them, together with transfer powers in form satisfactory to IHF Capital. Notwithstanding the fo ...