EXHIBIT 4.4

WARRANT

THIS WARRANT HAS BEEN 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. THE COMPANY MAY REQUEST A WRITTEN OPINION OF COUNSEL (FROM COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY)
SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH SALE, OFFER, PLEDGE, HYPOTHECATION OR OTHER TRANSFER. THIS WARRANT OR ANY CERTIFICATE FOR SUCH
SECURITIES MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SECURITIES
REPRESENTED HEREBY OR THEREBY.

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

Dated as of July 12, 2002
Void after December 31, 2003

|No. HS-1 |  | Warrant to Purchase
1,942,200 Shares of
Common Stock
(subject to adjustment)
|-------- |  | ----------------------------------------------------------------------------

THIS
CERTIFIES THAT, for value received, HealthSouth Corporation, a Delaware corporation (the "Holder"), is entitled, subject to the terms
and conditions set forth below, to purchase from HealtheTech, Inc., a Delaware corporation (the "Company"), shares of the Company's Common Stock,
$0.001 par value per share (the "Shares"), in the amounts, at such times 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. This Warrant is issued in consideration for certain advertising, media exposure, printing, video production and other services rendered by the
Holder as a strategic partner to the Company in connection with a joint venture and partnering transaction.

1.Number and Price of Shares.



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2.Exercise Of Warrants.



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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 Exercise Price
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.Representations and Warranties of the Holder.



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6.Transfer of Warrants; Restrictions on Transfer.



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7.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.

8.Adjustment Rights.The number and kind of shares purchasable hereunder and the Exercise Price therefor are
subject to adjustment from time to time, as follows:



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9.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.

10.Expiration of Warrant.This Warrant shall expire and shall no longer be exercisable as of 5:00 p.m.,
Mountain Time, on December 31, 2003.

11.Miscellaneous.



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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:              
| |  |                  
| |  |                  
| |  |                  

AGREED TO AND ACKNOWLEDGED BY THE HOLDER:

|HEALTHSOUTH CORPORATION |  |                    
|----------------------- |  | -------------------
|By:                     |  | /s/WILLIAM T. OWENS
|                        |  | Name:              
|                        |  | Title:             
|                        |  | Address:           

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

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EXHIBIT B-1NOTICE OF EXERCISE

|TO:        |  | HEALTHETECH, INC.
|---------- |  | -----------------
|Attention: |  | 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 July 12, 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 in Section 5 and Section 6(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-2.

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

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

(Signature Page to the Notice of Exercise)

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EXHIBIT B-2INVESTMENT REPRESENTATION STATEMENT

|HOLDER:     |  |                                                                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|COMPANY:    |  | HEALTHETECH, INC.                                                                                                                                   
|SECURITIES: |  | THE WARRANT (THE "WARRANT") TO PURCHASE SHARES OF COMMON STOCK ISSUED ON JULY 12, 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.No Registration.The Holder understands that the Securities have not been, and will not be, registered under
the Securities Act of 1933, as amended (the "Securities Act"), by reason of a specific exemption from the registration provisions of the Securities Act,
the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder's representations as expressed herein or otherwise made
pursuant hereto.

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

3.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 it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own
interests.

4.Speculative Nature of Investment.The Holder acknowledges that its 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.

5.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 it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from
actual results.

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

7.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.

8.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 Company has no present intention of registering the Securities. 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.

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9.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
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.

10.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.



11.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.

12.Investor Counsel.The Holder acknowledges that it has had the opportunity to review the Warrant, the
exhibits and schedules attached thereto and the transactions contemplated by the Warrant with its 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.

13.Tax Advisors.The Holder has reviewed with its 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 its own tax liability that may arise as a result of
this investment or the transactions contemplated by the Warrant.

14.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

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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 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 as Exhibit B-2, 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.

15.Market Standoff.The Holder agrees not to sell or otherwise transfer or dispose of any Securities or other
securities of the Company held by such person or entity for a period of one hundred eighty (180) days following the effective date of the first registration statement of the Company filed under
the Securities Act, provided, that all officers and directors of the Company and holders of 1% or more of the Company's outstanding shares enter or have entered into similar agreements. The Holder
agrees to execute a market standoff agreement with the managing underwriter of an underwritten public offering by the Company of Common Stock in customary form, including a market standoff agreement
substantially in the form attached asExhibit B-4to the Warrant. The Company may impose a stop-transfer instruction with
respect to the Securities or other securities of the Company held by such person or entity until the end of the applicable market standoff period.

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

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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 B-3ASSIGNMENT FORM

|ASSIGNOR: |  |                                                                                       
|--------- |  | --------------------------------------------------------------------------------------
|COMPANY:  |  | HEALTHETECH, INC.                                                                     
|WARRANT:  |  | THE WARRANT (THE "WARRANT") TO PURCHASE SHARES OF COMMON STOCK ISSUED ON JULY 12, 2002
|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 B-2in connection with this assignment and any exercise of the rights under
the Warrant.

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

(Signature page to the Assignment Form)

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EXHIBIT B-4

FORM OF MARKET STANDOFF AGREEMENT

March 15,
2002

HealtheTech, Inc.
523 Park Point Drive, 3d Floor
Golden, CO 80401

Credit
Suisse First Boston Corporation
UBS Warburg
William Blair & Company, LLC
Stifel, Nicolaus & Company, Incorporated

c/o
Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010-3629

Dear
Sirs:

As
an inducement to the Underwriters to execute the Underwriting Agreement, pursuant to which an offering will be made that is intended to result in the establishment of a public market
for the common stock, par value $.001 per share (the "Securities"), of HealtheTech, Inc., and any successor (by merger or otherwise) thereto,
(the "Company"), the undersigned hereby agrees that from the date hereof and until 180 days after the public offering date set forth on the final
prospectus used to sell the Securities
(the "Public Offering Date") pursuant to the Underwriting Agreement, to which you are or expect to become parties, the undersigned will not offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, enter
into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the
Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any
such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse First Boston
Corporation. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse First Boston Corporation, it will not, during the period commencing on the date hereof and
ending 180 days after the Public Offering Date, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or
exchangeable for the Securities.

Any
Securities received upon exercise of options granted to the undersigned will also be subject to this Agreement. Any Securities acquired by the undersigned in the open market or in
the issuer directed share program will not be subject to this Agreement. A transfer of Securities to a family member or trust may be made, provided the transferee agrees in writing to be bound by the
terms of this Agreement prior to such transfer.

In
furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would
constitute a violation or breach of this Agreement.

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This
Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void
if the Public Offering Date shall not have occurred on or before September 30, 2002.

|Very truly yours,                               |  | 
|----------------------------------------------- |  | 
|                                                |  | 
|                                                |  | 
|(Signature)                                     |  | 
|(Print Name)                                    |  | 
|(Print title if signing on behalf of an entity) |  | 
|Dated:                                          |  | 
|                                                |  | 

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