EXHIBIT 4.8

WARRANT

THIS WARRANT HAS BEEN ISSUED AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THE RIGHTS UNDER THIS
WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT OR UNLESS
SUCH SALE, OFFER, PLEDGE, HYPOTHECATION OR TRANSFER IS OTHERWISE EXEMPT FROM REGISTRATION.

WARRANT TO PURCHASE SHARES OF COMMON STOCK  OF  HEALTHETECH, INC.

Dated as of September 27, 2002

|No. CS-4 |  | Warrant to Purchase
76,000 Shares of
Common Stock of the Company
(subject to adjustment)
|-------- |  | ----------------------------------------------------------------------------------------

THIS
CERTIFIES THAT, for value received, James W. Dennis (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 seventy-six thousand (76,000) shares of the
Company's Common Stock, $0.001 par value per share (the "Shares"), 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. This
Warrant is issued in consideration for certain consulting services to be provided by the Holder to the Company pursuant to the terms and conditions of a letter agreement, dated as of
September 27, 2002, by and between the Company and the Holder.

1.Number, Price and Expiration of the Shares.



2.Exercise of Warrant.



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3.No Fractional Shares or Scrip.No fractional shares or scrip representing fractional shares shall be issued
upon the exercise of the rights under this Warrant. In lieu of such fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the applicable
exercise price(s) multiplied by such fraction.

4.Replacement of Warrant.On receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the
case of mutilation, on surrender and cancellation of this Warrant, the Company at the expense of the Holder shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

5.Piggy-back Registration Rights.

The
Shares issued upon exercise of this Warrant shall have certain piggy-back registration rights as set forth inAttachment
A.

6.Representations and Warranties of the Holder.



2

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3

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7.Transfer of Warrants; Restrictions on Transfer.



4

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5

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8.Reservation of Stock.The Company agrees during the term the rights under this Warrant are exercisable to
reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Shares upon the exercise of the rights under this Warrant and, from time to time,
to use its best efforts to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of the rights under the Warrant.

9.Expiration; Early Termination.This Warrant shall expire on September 26, 2005, and shall be void
thereafter. Notwithstanding the foregoing, this Warrant shall terminate immediately prior to the voluntary liquidation, dissolution or winding up of the Company.

10.Adjustment Rights.The number and kind of shares purchasable hereunder and the applicable exercise price(s)
therefore are subject to adjustment from time to time, as follows:



6

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7

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11.No Rights as Stockholder.Nothing contained herein shall entitle the Holder to any rights as a stockholder
of the Company or to be deemed the holder of Common Stock or any other securities that may at any time be issuable on the exercise of the rights hereunder for any purpose nor shall anything contained
herein be construed to confer upon the Holder, as such, any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger,
conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise or any other rights of a stockholder of the Company until the rights under the
Warrant shall have been
exercised and the Shares purchasable upon exercise of the rights hereunder shall have become deliverable as provided herein.

12.Miscellaneous.



8

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9

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IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed as of the date first above written.

| |  | HEALTHETECH, INC.
| |  | -----------------
| |  | By:              
| |  |                  
| |  |                  

| |  |  |  | Address: | 523 Park Point Drive, 3rd Floor
Golden, Colorado 80401
| |  |  |  | -------- | ------------------------------------------------------

(Signature Page to Warrant to Purchase Shares of Common Stock of HealtheTech, Inc.)

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ATTACHMENT A  PIGGY-BACK REGISTRATION RIGHTS

1.Company Registration.



2.Registration Procedures.In the case of each registration, qualification or compliance effected by the
Company pursuant to this section, the Company will keep the Holder advised in writing as to

Attachment APage 1

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the initiation of each registration, qualification and compliance and as to the completion thereof. At its expense the Company will:



3.Information by Holder.If any of the Shares are included in any registration, the Holder shall furnish to the
Company such information regarding the Holder and the distribution proposed by the Holder as the Company may reasonably request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this section.

4.Rule 144 Reporting.With a view to making available the benefits of certain rules and regulations of
the Commission which may at any time permit the sale of the Shares to the public without registration, the Company agrees to use all reasonable efforts to:



5.Assignment of Registration Rights.The rights to cause the Company to register securities and related rights
granted the Holder under this section may not be assigned except (i) to a successor entity to the Holder pursuant to a reorganization or recapitalization of such Holder or (ii) to
the constituent partners or affiliates of the Holder; provided, that the Company receives notice within a reasonable time after such assignment and the transferee agrees in writing to be bound by the
provisions hereof.

6.Termination of Registration Rights.The piggy-back registration rights granted pursuant to this
section shall terminate upon the occurrence of any of the following:



Attachment APage 2

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EXHIBIT A  NOTICE OF EXERCISE

|TO:   |  | HEALTHETECH, INC.
|----- |  | -----------------
|ATTN: |  | PRESIDENT        

(1)  The
undersigned Holder hereby elects to purchase            shares of the Common Stock of HEALTHETECH, INC., pursuant to the terms of the attached Warrant to
Purchase Shares of Common Stock, dated as of September 27, 2002 (the "Warrant"), between HEALTHETECH, INC. and the Holder, and tenders
herewith payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any.

(2)  Please
issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

| |  | Name   
| |  | -------
| |  | Address

(3)  Please
issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is specified below:

| |  | Name   
| |  | -------
| |  | Address

(4)  The
undersigned hereby represents and warrants that the aforesaid shares of Common Stock are being acquired for investment, solely for the account of the undersigned and
not as a nominee for any other person and not with a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention of distributing or reselling
such shares except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws, and all representations and warranties of
the undersigned set forth inSection 6andSection 7(e)of the attached Warrant are
true and correct as of the date hereof. In support thereof, the undersigned agrees to execute an Investment Representation Statement in a form substantially similar to the form attached to the Warrant
asExhibit B.

|Date |  | Signature                                                   
|---- |  | ------------------------------------------------------------
|     |  | Name                                                        
|     |  | Title and Name of Entity (if signing on behalf of an entity)

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EXHIBIT B  INVESTMENT REPRESENTATION STATEMENT

|HOLDER:     |  |                                                                                                                                                                          
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|COMPANY:    |  | HEALTHETECH, INC.                                                                                                                                                        
|SECURITIES: |  | THE WARRANT (THE "WARRANT") TO PURCHASE SHARES OF COMMON STOCK (THE "WARRANT") ISSUED ON SEPTEMBER 27, 2002 AND THE COMMON
STOCK ISSUED OR ISSUABLE UPON EXERCISE THEREOF
|AMOUNT:     |  | SHARES                                                                                                                                                                   
|DATE:       |  | ,                                                                                                                                                                        

In
connection with the purchase of the above-listed Securities, the undersigned Holder represents and warrants to, and agrees with, the Company as follows:

1.Investment Intent.The Holder is acquiring the Securities for investment for his own account, not as a
nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof.

2.Investment Experience.The Holder has substantial experience in evaluating and investing in private placement
transactions of securities in companies similar to the Company so that he is capable of evaluating the merits and risks of his investment in the Company and has the capacity to protect his own
interests.

3.Speculative Nature of Investment.The Holder acknowledges that his investment in the Company is highly
speculative and entails a substantial degree of risk and the Holder is in a position to lose the entire amount of such investment.

4.Access to Data.The Holder has had an opportunity to discuss the Company's business, management and financial
affairs with the Company's management. The Holder has also had an opportunity to ask questions of officers of the Company, which questions were answered to its satisfaction. The Holder understands
that such discussions, as well as any information issued by the Company, were intended to describe certain aspects of the Company's business and prospects, but were not necessarily a thorough or
exhaustive description. The Holder acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business
plans or otherwise are necessarily speculative in nature, and he can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from
actual results.

5.Accredited Investor.The Holder is an "accredited investor" within the meaning of Regulation D,
Rule 501(a), promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act").

6.Residency.The residency of the Holder (or, in the case of a partnership or corporation, such entity's
principal place of business) is correctly set forth on the signature page hereto.

7.Restriction on Resales.The Holder acknowledges that the Securities must be held indefinitely unless
subsequently registered under the Securities Act or unless an exemption from such registration is available. The Holder further understands that there is no assurance that any exemption from
registration under the Securities Act will be available or, if available, that such exemption will allow the Holder to dispose of or otherwise transfer any or all of the Securities under the
circumstances, in the amounts or at the times the Holder might propose.

8.Rule 144.The Holder is aware of the provisions of Rule 144 promulgated under the Securities
Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including among other things, the existence of a public market for the

Exhibit BPage 1

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shares, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the
sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of shares being sold during any three-month period not exceeding specified
limitations. The Holder acknowledges that, in the event all of the requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required
for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing
to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial
burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own
risk.

9.Authorization.The Holder has all requisite power and authority to execute and deliver the Warrant, to
purchase the Securities and to carry out and perform its obligations under the terms of the Warrant. All action on the part of the Holder necessary for the authorization, execution, delivery and
performance of the Warrant, and the performance of all of the Holder's obligations under the Warrant, has been taken or will be taken prior to the purchase of the Warrant.



10.Brokers or Finders.The Holder has not engaged any brokers, finders or agents, and the Company has not
incurred and will not incur, directly or indirectly, as a result of any action taken by the Holder, any liability for brokerage or finders' fees or agents' commissions or any similar charges in
connection with the Warrant.

11.Investor Counsel.The Holder acknowledges that he has had the opportunity to review the Warrant and the
exhibits attached thereto and the transactions contemplated by the Warrant with his own legal counsel. The Holder is relying solely on such counsel and not on any statements or representations of the
Company or its agents for legal advice with respect to this investment or the transactions contemplated by the Warrant.

12.Tax Advisors.The Holder has reviewed with his own tax advisors the U.S. federal, state, local and foreign
tax consequences of this investment and the transactions contemplated by the Warrant. With respect to such matters, the Holder relies solely on such advisors and not on any statements or
representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for his own tax liability that may arise as a result of
this investment or the transactions contemplated by the Warrant.

13.Further Limitations on Disposition.Without in any way limiting the representations and warranties set forth
above, the Holder agrees not to make any disposition of all or any portion of the Securities unless and until, and it shall be a condition to the transfer of all or any portion of the Securities that:
(1) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement

Exhibit BPage 2

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or (2) (A) the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the
proposed disposition, (B) the transferee shall have agreed in writing to be bound by and subject to the terms, conditions, restrictions, obligations and other limitations set forth in the
Warrant to the same extent as if such transferee were the original Holder thereunder, (C) the transferee shall have confirmed to the satisfaction of the Company in writing, substantially in the
form attached to the Warrant asExhibit B, that the Securities are being acquired solely for the transferee's own account and not as a nominee
for any other party, for investment and not with a view toward distribution or resale and that the transferee shall have confirmed such other matters related thereto as may be reasonably requested by
the Company, and (D) if requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not
require registration of the Securities under the Securities Act. The Securities that are transferred to a transferee shall be subject to the terms, conditions, restrictions, obligations and other
limitations set forth herein and therein.

(The remainder of this page is intentionally left blank.)

Exhibit BPage 3

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IN WITNESS WHEREOF, the Holder has caused this Investment Representation Statement to be duly executed and delivered by its proper and duly authorized officers as
of the date and year first written above.

| |  | HOLDER:
| |  | -------
| |  | By:    

| |  | Name: | 
| |  | ----- | 

| |  | Title: | 
| |  | ------ | 

| |  | Address: | 
| |  | -------- | 
| |  |         
| |  |         
| |  |         

(Signature page to the Investment Representation Statement)

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EXHIBIT C  ASSIGNMENT FORM

|ASSIGNOR: |  |                                                                                                            
|--------- |  | -----------------------------------------------------------------------------------------------------------
|COMPANY:  |  | HEALTHETECH, INC.                                                                                          
|WARRANT:  |  | THE WARRANT (THE "WARRANT") TO PURCHASE SHARES OF COMMON STOCK ISSUED ON SEPTEMBER 27, 2002 (THE "WARRANT")
|DATE:     |  | ,                                                                                                          

FOR
VALUE RECEIVED, the undersigned registered Holder of the Warrant ("Assignor") hereby sells, assigns and transfers unto the Assignee
named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below:

|Name of Assignee |  | Address |  | Number of Shares |  | Exercise Period
|---------------- |  | ------- |  | ---------------- |  | ---------------
|                 |  |         |  |                  |  |                

and
does irrevocably constitute and appoint                        as attorney to make such transfer on the books of HEALTHETECH,
 INC., maintained for the purpose, with full power of substitution in
the premises.

Each
of the Assignor and Assignee also represent and warrant that, by assignment hereof, the Assignee acknowledges that the Warrant and the shares of stock to be issued upon exercise of
the rights thereunder are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of the Warrant or any shares of stock to be issued upon exercise of the rights
thereunder except under circumstances which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee has acknowledged that upon
exercise of any rights under the Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of stock so purchased are being
acquired for investment and not with a view toward distribution or resale. In support thereof, the undersigned Assignee agrees to execute an Investment Representation Statement in a form substantially
similar to the form attached to the Warrant asExhibit Bin connection with this assignment and any exercise of the rights under the Warrant.

|ASSIGNOR: |              | ASSIGNEE:
|--------- | ------------ | ---------
|By:       | Name:
Title: |          
|          | Address:     |          
|          |              |          

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