0001047469-03-006686 Sample Contracts

WARRANT TO PURCHASE SHARES OF COMMON STOCK OF HEALTHETECH, INC. Dated as of December 11, 2002
Warrant Agreement • February 25th, 2003 • Healthetech Inc • Surgical & medical instruments & apparatus • Delaware

THIS CERTIFIES THAT, for value received, James O. Hill (the "Holder") is entitled, subject to the terms and conditions set forth below, to purchase from HealtheTech, Inc., a Delaware corporation (the "Company"), up to one-hundred twenty-five thousand (125,000) shares of the Company's Common Stock, $0.001 par value per share (the "Shares"), in the amounts and at the price per share set forth in Section 1 below, subject to the provisions and upon the terms and conditions set forth herein. The term "Warrant" as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefore as provided herein.

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AMENDED AND RESTATED INTERNATIONAL DISTRIBUTION AGREEMENT
International Distribution Agreement • February 25th, 2003 • Healthetech Inc • Surgical & medical instruments & apparatus • Colorado
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Separation Agreement • February 25th, 2003 • Healthetech Inc • Surgical & medical instruments & apparatus • Colorado

HealtheTech, Inc. (the "Company") acknowledges receipt of your conditional offer of resignation on the date hereof. This letter describes the separation agreement (the "Agreement") between you and the Company.

AMENDMENT TO STRATEGIC AGREEMENT
Strategic Agreement • February 25th, 2003 • Healthetech Inc • Surgical & medical instruments & apparatus

This Amendment to Strategic Agreement (this "Amendment") is being entered into between HealtheTech, Inc., a Delaware corporation ("HET") and HealthSouth Corporation ("HS"), effective as of December , 2002.

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