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 10.42

MEAD JOHNSON & COMPANYHEALTHETECH  STRATEGIC PARTNERSHIP AGREEMENT

This Strategic Partnership Agreement ("Agreement") is made and entered into as of this 8th day of
August, 2002 ("Effective Date") by and betweenHEALTHETECH, INC.
("HET"), a Delaware corporation having its principal place of business at 523 Park Point Drive, Golden, Colorado 80401 USA, and MEAD JOHNSON &
COMPANY ("MJC"), a wholly-owned subsidiary of Bristol-Myers Squibb Company, a
Delaware corporation having its principal place of business at 345 Park Avenue, New York, New York, 10154, and MJC having its principal place of business located at 2400 W. Lloyd Expressway,
Evansville, Indiana 47721.

RECITALS

WHEREAS, HET designs, develops and markets technologically advanced and proprietary handheld medical devices and
software for the measurement and monitoring of important health parameters.

WHEREAS, HET wishes to appoint MJC an authorized exclusive distributor of certain HET Products in the "Exclusive Markets" in the
"Territories", and MJC wishes to accept this appointment, subject to the terms and conditions of this Agreement.

AGREEMENT

ACCORDINGLY, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:

1.    DEFINITIONS.



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2.    LICENSES.



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3.    OBLIGATIONS OF PARTIES



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4.    PURCHASE AND SALE OF PRODUCTS.



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5.    ADDITIONAL EFFORTS.



6.    CONFIDENTIALITY.



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7.    PROPRIETARY RIGHTS.



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8.    WARRANTIES, REMEDIES AND DISCLAIMERS.



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9.    OTHER OBLIGATIONS OF MJC.



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10.  TERM AND TERMINATION.



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12.  MISCELLANEOUS.



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|12.8  |  | Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible
under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, MJC agrees that Section 11 (Limitation of Liability) will remain in effect notwithstanding the
unenforceability of any provision in Section 8 (Warranties, Remedies and Disclaimers).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12.9  |  | Construction. As used in this Agreement, the word "including" means "including but not limited to."                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12.10 |  | Counterparts. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12.11 |  | Arbitration. The parties agree to make every reasonable effort to amicably settle any controversy between them relating to the terms and conditions and subject matter of this Agreement. In the event that the parties are unable
to reach an amicable settlement regarding any controversy relating to the terms, conditions or subject matter of this Agreement, the parties agree that, within 30 days following written notice of a request for arbitration served by one of the
parties upon the other, they shall submit such controversy to a single, independent, unbiased arbitrator. The arbitration will be carried out in accord with the rules of the American Arbitration Association at its offices in Chicago, Illinois.
Discovery will be carried out in accord with the Federal Rules of Civil Procedure and, should said rules be in conflict with any of the rules of the American Arbitration Association, the Federal Rules shall prevail. In the event the parties
cannot agree upon a single arbitrator within 20 days following a written request for arbitration, the arbitrator will be selected by the American Arbitration Association. The decision of the arbitrator will be final and binding upon both
parties. Upon application by either party, the decision of the arbitrator may be entered as a final award or judgment by any court of competent jurisdiction in the United States of America.
|12.12 |  | Governing Law; Venue. The rights and obligations of the parties under this agreement shall be governed in all respects by the laws of the State of Colorado exclusively; as such laws apply to contracts between Colorado
residents performed entirely within Colorado. MJC agrees that upon HET's request, all disputes arising hereunder shall be adjudicated in the state and federal courts having jurisdiction over disputes arising in Denver, Colorado, and MJC hereby agrees
to consent to the personal jurisdiction of such courts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12.13 |  | Entire Agreement. This Agreement contains the entire agreement, and supersedes any and all prior agreements, between the parties with regard to the appointment of MJC as a distributor of Products and MJC's purchase and sale of
Products. HET will not be bound be, and specifically objects to, any terms, conditions, or other provisions that are different from or in addition to the provisions of the Agreement (whether or not it would materially alter this correspondence, or
otherwise. Without limiting the generality of the foregoing, any printed terms, conditions of other provisions that are included in or accompany any of the MJC's orders for Products under this Agreement will not apply to be binding on HET. This
Agreement may not be waived, amended or rescinded except by a writing signed by the party to be charged thereby.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12.14 |  | Publicity.Neither party shall issue any press release regarding this Agreement or the relationship between the parties unless the release is approved in advance by the other party in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

|HEALTHETECH, INC.: |                                                                                             | MEAD JOHNSON & COMPANY:
|------------------ | ------------------------------------------------------------------------------------------- | -----------------------
|By:                | /s/JAMES R. MAULT                                                                           |                        
|                   | James R. Mault, MD
Chairman and CEO
523 Park Point Drive
Golden, CO 80401
Fax: 303-526-5186 |                        

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Exhibit A  PRODUCT LIST

MedGem
1.0 Kit*
Disposable Mouthpieces
Disposables Masks; small, medium, large

Extras
or Spare Parts:
MedGem AC/DC Power Adapter
MedGem Battery Pack (when available)
MedGem Manual
MedGem Video Guide
Nose clips
Nose clips with foam pads

MedGem
Analyzer Software Kit**
BalanceLog Software for Windows
BalanceLog Software for Palm OS
BalanceLog Software Palm & Windows
GlucoPilot Software for Palm OS

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Note:
The parties can add new Products as they become available by mutual written agreement pursuant to Section 3.4(d).

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Exhibit B  Purchase Commitments

Take-or-Pay Purchase Commitments

MJC Take-or-Pay Purchase Commitments for Q1, 2003 through Q3, 2003:

MedGem DevicesCalendar Quarter

Minimum Units per QuarterQ1, 2003

[***]Q2, 2003

[***]Q3, 2003

[***]
*


Disposable Single Use Breathing InsertsCalendar Quarter

Minimum Units per QuarterQ1, 2003

[***]Q2, 2003

[***]Q3, 2003

[***]


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For
the sake of clarity, the parties agree that the provisions of Section 11 of this Agreement regarding limitation of liability shall apply specifically to the
Take-or-Pay Commitments set forth in this Exhibit B.

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Target Purchase Commitments

In addition to the Take-or-Pay Purchase Commitments above, the parties agree to the following Target Purchase Commitments for the quarters
Q3, 2003 through Q2, 2004. MJC agrees to use reasonable commercial efforts to meet or exceed these Target Purchase Commitments. If MJC fails to meet these Target Purchase Commitments for any
particular quarter, HET may at its sole discretion serve notice to MJC (i) terminating this Agreement under Section 10.2 hereof or (ii) converting any or all of the "Exclusive
Markets" listed on Exhibit C to "Non-exclusive Markets" for the remaining Term or this Agreement, provided that any such termination or conversion shall be effective as of the last
day of the quarter following the quarter in which MJC failed to meet its Minimum Purchase Commitments (the "Cure Quarter"). Notwithstanding the foregoing, no such termination or conversion shall be
effectuated in the event that, during the Cure Quarter, MJC meets its Minimum Purchase Commitments for such Cure Quarter and, in addition, submits firm purchase orders for Products in an amount not
less than the shortfall in its Minimum Purchase Commitments from the previous quarter. For the sake of clarity, the parties agree that the remedies listed above under (i) and (ii) shall
be the sole remedies that HET shall have in the event of failure by MJC to meet the Target Purchase Commitments set forth on this Exhibit B.

MedGem DevicesCalendar Quarter

Minimum Units per QuarterQ3, 2003

[***]
*Q4, 2003

[***]Q1, 2004

[***]Q2, 2004

[***]


Disposable Single Use Breathing InsertsCalendar Quarter

Minimum Units per QuarterQ3, 2003

[***]Q4, 2003

[***]Q1, 2004

[***]Q2, 2004

[***]


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Exhibit C  MARKETS IN TERRITORIES

"Exclusive
Markets" shall include:



"Nonexclusive
Markets" shall include:



"Excluded
Markets" shall include:



"Hot
List" referenced in Section 2.2 of this Agreement attached as addendum to this Exhibit C

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Exhibit D  TRADEMARKS

Trademarks
and trade names ("Marks") of HET:

HealtheTech
(name and stylized mark)

Your
Body Is Talking. Listen.

BalanceLog

Calorie
Checkbook

Listen
To Your Body

MedGem

MedGem
Analyzer

GlucoPilot

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Exhibit E  PRICE LIST

(All prices are MJC prices in U.S. Dollars)

(a)  MedGem 1.0 Kit:

$[***]/each for first [***] MedGem devices purchased by MJC.

After
[***] units price shall be $[***]/each.

Note: The anticipated future Monitored Per-Measurement Fee MedGem Model, when available, shall be provided to MJC at the same unit
price.

(b)  Single Use Breathing Inserts for MedGem:

$[***] each

Disposable
Masks are available in size small, medium and large. Each box contains one size. This pricing shall apply to per-measurement fees upon HET adoption into the
Products of the Monitored Per-Measurement Fee Model.

(c)  Software:

BalanceLog Software for Windows

$[***] eachBalanceLog Software for Palm OS

$[***] eachBalanceLog Software for Palm & Windows

$[***] eachGlucoPilot Software for Palm OS

$[***] eachMedGem Analyzer Software Kit

$[***] each


(d)  Accessories/Extras:

MedGem AC/DC Power Adapter

$[***] eachMedGem Battery Pack (when available)

$[***] eachMedGem Manual (Extras)

$[***] eachMedGem Video Guide

$[***] eachNose clips (Extras)

$[***] eachNose clips w/ foam pads

$[***] each


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EXHIBIT F  MJC OBLIGATIONS

MJC shall, for the Term of this Agreement, perform the following obligations and shall cause any End User to perform the following obligations where applicable,
for the Term of this Agreement:



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EXHIBIT G  TRAINING AND SUPPORT OBLIGATIONS

HET shall, during the Term, perform the following training and support obligations:



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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

[HealtheTech Letterhead]

September 24, 2002

Mead
Johnson & Company
2400 West Lloyd Expressway
Evansville, Indiana 47721-0001

|Attention: |  | Randall K. Alsman
President, U.S. and Global Business Support
|---------- |  | -------------------------------------------------------------

|Re: |  | Amendment to Strategic Partnership Agreement between Mead Johnson & Company ("MJC") and HealtheTech, Inc. ("HET") dated as of August 8,
2002 (the "Agreement").
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

Dear
Mr. Alsman:

This
letter will amend the Agreement as specified below. All capitalized terms used and not defined in this letter shall have the meanings assigned to them in the Agreement. The
Agreement shall continue to be binding except to the extent modified herein.

As
we have discussed, although the Agreement provides that MJC shall have the exclusive right, beginning October 1, 2002, to sell HET Products in the Exclusive Markets, MJC will
not be in a position to market or sell the Products until members of its sales force have been trained to sell the Products. The parties currently anticipate that this training will be completed no
later than January 10, 2003 and will be confirmed by written notice from MJC to HET on the date of such completion (the "Product Launch Date").

Accordingly,
MJC and HET have agreed as follows:



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Please
indicate your agreement to the terms of this letter by executing where indicated below and returning a copy to us.

| |  | Very truly yours,                  
| |  | -----------------------------------
| |  | /s/ James R. Mault                 
| |  | James R. Mault, MD
Chairman and CEO

ACCEPTED AND AGREED:

MEAD
JOHNSON & COMPANY

|/s/RANDALL K. ALSMANRandall K. Alsman
President, U.S. and Global Business Support |  | 
|--------------------------------------------------------------------------------- |  | 

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