REDEEMABLE WARRANT TO PURCHASE SHARES OF COMMON STOCK

Exhibit 4.1

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, OR AN APPLICABLE EXEMPTION THEREFROM.

CYBEX INTERNATIONAL, INC.

REDEEMABLE WARRANT TO PURCHASE              SHARES OF COMMON STOCK

Warrant No.: O-     

Date of Issuance: August 5, 2004

Cybex International, Inc., a New York corporation (the “ Company ”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,                      , the registered holder hereof or its permitted assigns, is entitled, subject to the terms and conditions of this Warrant to purchase from the Company, upon surrender of this Warrant (as defined below) at its principal office at 10 Trotter Drive, Medway, Massachusetts 02053 (or such other location as the Company may advise the holder hereof in writing), at any time or times on or after the First Exercise Date (as defined below), but not after 5:00 p.m., Eastern Standard Time, on the Expiration Date (as defined below),                      (              ) fully paid nonassessable shares of Common Stock (as defined below) of the Company at the Exercise Price per share provided in Section 1 of this Warrant, such Exercise Price and such number of shares of Common Stock to be delivered upon exercise of the Warrant being subject to adjustment as provided in Section 8 of this Warrant.

SECTION 1. Definitions. The following terms as used in this Warrant shall have the following meanings:

“ Business Day ” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York, New York, United States are required by law to remain closed.

“ Cashless Exercise ” has the meaning specified in Section 2(d) hereof.

“ Common Stock ” means (i) the common stock, par value $.10 per share, of the Company, and (ii) any capital stock into which such Common Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.

“ Exercise Delivery Documents ” shall have the meaning specified in Section 2(a) hereof.

“ Exercise Price ” shall be equal to $0.10 per share, subject to further adjustment as hereinafter provided.

“ Expiration Date ” means August 4, 2009 or, if such date does not fall on a Business Day, then the next Business Day.

“ First Exercise Date ” means the first Business Day following the date on which the shareholders of the Company duly approve the ability of the holder of this Warrant to exercise the same.

“ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or association and a government or any department or agency thereof.

“ Principal Market ” means The American Stock Exchange (“ Amex ”) or if the Common Stock is not traded on Amex then the principal securities exchange or trading market for the Common Stock.

“ Record Date ” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of shareholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Trading Day ” shall mean (x) a day on which the Principal Market is open for business or (y) if the applicable security is not so listed on a Principal Market or admitted for trading or quotation, a Business Day.

“ Trading Price ” of a security on any date of determination means:

(1) the closing sales price as reported by Amex on such date; or

(2) if such security is not listed for trading on Amex on any such date, the closing sale price as reported in the composite transactions for the principal U.S. securities exchange on which such security is so listed; or

(3) if such security is not so listed, the average of the mid-point of the last bid and ask prices for such security on such date from at least two dealers recognized as market-makers for such security selected by the Company for this purpose; or

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(4) if such security is not so quoted, the average of that last bid and ask prices for such security on such date from a dealer engaged in the trading of convertible securities selected by the Company for this purpose.

“ Transfer Agent ” has the meaning specified in Section 2(a) hereof.

“ Warrant ” means this Warrant and all warrants issued in exchange, transfer or replacement thereof.

“ Warrant Date ” has the meaning specified in Section 3 hereof.

“ Warrant Shares ” means all shares of Common Stock issuable upon exercise of the Warrants.

The definition of certain other terms are specified in Section 8 hereof.

SECTION 2. Exercise of Warrant.

(a) Subject to the terms and conditions hereof this Warrant may be exercised by the holder hereof then registered as such on the books of the Company, in whole or in part, at any time on any Business Day on or after the opening of business on the First Exercise Date and prior to 5:00 p.m., Eastern Standard Time, on the Expiration Date by: (i) delivery of a written notice, in the form of the subscription notice attached as Exhibit A hereto or a reasonable facsimile thereof (the “ Exercise Notice ”), to the Company and the Company’s designated transfer agent (the “ Transfer Agent ”), of such holder’s election to exercise all or a portion of this Warrant on a Cashless Exercise basis in accordance with Section 2(d) hereof, which notice shall specify the number of Warrant Shares to be received upon such Cashless Exercise: and (ii) the surrender of this Warrant to the Company (the items to be delivered pursuant to clauses (i) and (ii) above collectively are referred to herein as the “ Exercise Delivery Documents ”); provided, however , that if such Warrant Shares are to be issued in any name other than that of the registered holder of this Warrant, such issuance shall be deemed a transfer and the provisions of Section 7 of this Warrant shall be applicable. In the event of any exercise of the rights represented by this Warrant in compliance with this Section 2(a), the Company shall, within ten Business Days after receipt of the Exercise Delivery Documents, issue and deliver to the address specified in the Exercise Notice, a certificate or certificates in such denominations as may be requested by the holder in the Exercise Notice, registered in the name of the holder or its designee, for the number of shares of Common Stock to which the holder shall be entitled upon such exercise. Upon delivery of the Exercise Delivery Documents, the holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares.

(b) Unless the rights represented by this Warrant shall have expired or shall have been fully exercised, the Company shall, within 10 Business Days after receipt of the Exercise Delivery Documents, and at its own expense, issue a new Warrant identical in all respects to this Warrant exercised except it shall represent rights to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

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(c) Notwithstanding anything contained in this Warrant to the contrary, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of this Warrant or to distribute certificates evidencing such fractional shares. If more than one Warrant shall be presented for exercise in full at the same time by the same holder, the number of full shares of Common Stock shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock purchasable on exercise of all Warrants so presented. In lieu of any fractional shares, there shall be paid to the holder an amount of cash equal to the same fraction of the Current Market Value of a share of Common Stock. For purposes of Sections 2(c) and 2(d), the Current Market Value of a share of Common Stock shall be the Trading Price of a share of Common Stock for the Trading Day immediately prior to the date of such exercise.

(d) The holder upon exercise of the Warrant will receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “ Cashless Exercise ”):

X = Y[(A - B)]

A

For purposes of the foregoing formula:

SECTION 3. Date; Duration. The issue date of this Warrant is August 5, 2004 (the “Warrant Date”). This Warrant, in all events, shall be wholly void and of no effect at 5:00 pm Eastern Standard Time on the Expiration Date.

SECTION 4. Taxes.

(a) The Company shall pay any and all documentary, stamp, transfer and other similar taxes that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

(b) Notwithstanding any other provision of this Warrant, for income tax purposes, the holder or any assignee or transferee shall agree that the Company and the Transfer Agent shall be permitted to withhold from any amounts payable to such assignee or transferee any taxes required by law to be withheld from such amounts. Unless exempt from the obligation to do so, each assignee or transferee shall execute and deliver to the Company or the Transfer Agent, as applicable, a properly completed Form W-8 or W-9, indicating that such assignee or transferee is not subject to back-up

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withholding for United States federal income tax purposes. Each assignee or transferee that does not deliver such a form pursuant to the preceding sentence shall have the burden of proving to the Company’s reasonable satisfaction that it is exempt from such requirement.

(c) The issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder of this Warrant for any issue tax in respect thereof; provided, however , that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder hereof, and the Company shall not be required to issue or deliver such certificates or other securities unless and until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

SECTION 5. Warrant Holder Not Deemed a Stockholder. Except as otherwise specifically provided herein, prior to the exercise of the Warrants represented hereby, the holder of this Warrant shall not be entitled, as such, to any rights of a stockholder of the Company, including, without limitation, the right to vote or to consent to any action of the stockholders of the Company, to receive dividends or other distributions, to exercise any preemptive right or to receive any notice of meetings of stockholders of the Company, and shall not be entitled to receive any notice of any proceedings of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on such holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

SECTION 6. Compliance with Securities Laws.

(a) The holder of this Warrant, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and the Warrant Shares issuable upon exercise of this Warrant for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act; provided, however , that by making the representations herein, the holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and was not organized for the specific purpose of acquiring the Warrants or Warrant Shares.

(b) This Warrant and all the Warrant Shares issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws or any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof, except as otherwise provided in the next paragraph:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN