0000912057-02-025155 Sample Contracts

5,750,000 HealtheTech, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 25th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • New York

UBS WARBURG LLC CREDIT SUISSE FIRST BOSTON CORPORATION WILLIAM BLAIR & COMPANY LLC STIFEL, NICOLAUS & COMPANY, INC., AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS, C/O CREDIT SUISSE FIRST BOSTON CORPORATION, ELEVEN MADISON AVENUE, NEW YORK, N.Y. 10010-3629

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HEALTHETECH, INC. AMENDMENT NO. 3 TO THE SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 25th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • Delaware

This amendment (the "Amendment") to the Sixth Amended and Restated Investor Rights Agreement dated as of June 21, 2001, as amended, by and among HealtheTech, Inc., a Delaware corporation (the "Company") and the parties named therein (the "Rights Agreement") is dated as of , 2002. Capitalized terms not defined herein have the meanings set forth in the Rights Agreement.

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