CONFIDENTIAL TREATMENT REQUESTED
*** Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. 200.80(b)(4),
200.83 and 240.24b-2

EXHIBIT 10.49

HEALTHETECH DRAFT 12/12/02

AMENDMENT TO STRATEGIC AGREEMENT

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.

1.    Existing Agreement.HET and HS are parties to a Strategic Agreement (the "Strategic
Agreement") effective as of May 22, 2002.

2.    Amendments.Seller and Buyer hereby amend the Strategic Agreement as follows:



---



3.    Purchase Commitment.HS agrees to purchase an aggregate of $[***] (not including
shipping charges) of Products during the period beginning on the date of this Amendment and ending on December 30, 2002, which purchases shall count towards HS's Purchase Commitments.

*** Confidential Treatment Requested

*
* * * *

|HET:                                     |                    | HS:                    
|---------------------------------------- | ------------------ | -----------------------
|HealtheTech, Inc.,a Delaware corporation |                    | HealthSouth Corporation
|/s/JAMES R. MAULT                        |                    | /s/WILLIAM T. OWENS    
|By:                                      | James R. Mault, MD |                        
|Title:                                   | Chairman and CEO   |                        
|                                         |                    |                        

---

Exhibit D  PRICE LIST

|1.  |  | BodyGem Metabolic Measurement Device: $[***] per unit                                   
|--- |  | -----------------------------------------------------------------------------------------
|2.  |  | One-year customer service agreement for each BodyGem Metabolic Measurement Device: $[***]
|3.  |  | MedGem Metabolic Measurement Device: $[***] per unit                                    
|4.  |  | BalanceLog Software.                                                                    
|    |  | a.                                                                                       
|    |  | b.                                                                                       
|    |  | c.                                                                                       
|    |  | d.                                                                                       
|5.  |  | MedGem Analyzer Software: $[***]                                                         
|6.  |  | Disposables for MedGem and BodyGem: $[***] per disposable (packaged in boxes of 20).     
|7.  |  | Flow tubes (packaged in boxes of 20): $[***]                                             
|8.  |  | Flow tubes (individually): $[***]                                                        
|9.  |  | Hard shell masks: $[***]                                                                 
|10. |  | Nose Clips, molded plastic (set of 20): $[***]                                           
|11. |  | Nose Clips, foam padded (set of 20): $[***]                                              
|12. |  | Battery Pack: $[***]                                                                     
|13. |  | GlucoPilot software: $[***]                                                              

*** Confidential Treatment Requested

Payment
for the full ordered quantity on the purchase order will be invoiced at one time and full payment for the entire quantity must be made net thirty (30) days from the date of invoice per
Section 4.5 (Payment).

---

QuickLinks