EXHIBIT 10.41

VENDOR AGREEMENTWAL-MART STORES, INC.
Corporate office
Bentonville, AR 72716
(501) 273-4000

THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT AND THE PARTIES HERETO AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS HEREIN; HOWEVER, THIS VENDOR AGREEMENT
AND OTHER TERMS, CONDITIONS AND STANDARDS INCORPORATED HEREIN DO NOT CREATE AN OBLIGATION FOR PURCHASER TO PURCHASER MERCHANDISE OR OTHER GOODS.

|                             
|-----------------------------
|TO BE COMPLETED BY PURCHASER:
|o WAL-MART                   
|ý SAM'S CLUB                 
|o SUPERCENTER                
|o GROCERY DIVISION           
|                             

GENERAL VENDOR INFORMATION

Company Classification:                  (Please disregard this section if you are not a minority owned business)
Minority
Owned?         Woman-Owned? 
BBlack        PAsian-Pacific
American        IAsian
Indian        NEskimo
HHispanic    NAmerican Indian
NAleut    NNative Hawaiian

IF YOUR COMPANY FALLS WITHIN ANY OF THE ABOVE MINORITY CLASSES,ANDHAS BEEN CERTIFIED AS MINORITY-OWNED BY A GOVERMNENT AGENCY OR
PURCHASING COUNCIL, YOU ARE QUALIFIED FOR THE FIRST STEP IN THE WAL-MART MINORITY OWNED BUSINESS DEVELOPMENT PROGRAM. A COPY OF YOUR CERTIFICATION MUST BE
ATTACHED TO QUALIFY.

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Enter the Federal Taxpayer Identification Number (TIN) of the Payee Named Below, If a "TIN" has not been issued, enter the Employer's Social Security
Number.

7    7        0    4    7    8    6    1    1 
   or                            

TYPE OF PAYEE (CHECK ONLY ONE):  Individual/Sole Proprietorship    X
Corporation     Partnership     OtherPURCHASER RESERVES THE RIGHT TO REMIT TO THE PARTY TO WHOM THE PURCHASE ORDER IS ISSUED.

|ADDRESS TO MAIL PAYMENT:                                                                       |  | ADDRESS TO SEND PURCHASE ORDERS:                                                                                               
|---------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------
|Vendor Name                                                                                    |  | HealtheTech, Inc.                                                                                                              
|Address                                                                                        |  | 523 Park Point Drive, 3rd Floor                                                                                                
|City                                                                                           |  | Golden                                                                                                                         
|Factor Name:                                                                                   |  |                                                                                                                                
|Vendor Also Doing Business As: (Attach a list to this Agreement if space below is insufficient |  | Street Address for use by delivery services other than the U.S. Mail, if not already shown in the Purchase Order address above.
|                                                                                               |  |                                                                                                                                
|                                                                                               |  | Vendor #                                                                                                                       
|ADDRESS TO MAIL CLAIM DOCUMENTATION:                                                           |  |                                                                                                                                
|Attention                                                                                      |  | Colleen Schroeder                                                                                                              
|Address                                                                                        |  | see above                                                                                                                      
|City                                                                                           |  |                                                                                                                                
|Accounting Phone Number                                                                        |  | 303-526-5085                                                                                                                   
|Toll Free Number                                                                               |  |                                                                                                                              
|FAX Number                                                                                     |  |                                                                                                                              

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|SHIPPING TERMS                                         |               |                                    
|------------------------------------------------------ | ------------- | -----------------------------------
|                                                       | FREIGHT TERMS |                                    
|o COLLECTFOB VENDOR      ý PREPAIDFOB PURCHASER      |               | POUNDS    1 UNITS     WHOLE DOLLARS
|o PREPAID TO CONSOLIDATORFOB PURCHASER'S CONSOLIDATOR

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CONDITION OF SALE        Attach Details of Available Programs. Programs that are accepted will become an addendum to Agreement.

|o Guaranteed Sale | o Consignment | o Preticketing | o Prepricing | o Stock Balancing | o Shelf Labels
|----------------- | ------------- | -------------- | ------------ | ----------------- | --------------

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STANDARD PURCHASE ORDER ALLOWANCE

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|   |  |                                                                    |  | DISC |  |  |  | HOW PAID |  | WHEN PAID
|-- |  | ------------------------------------------------------------------ |  | ---- |  |  |  | -------- |  | ---------
|
|
|SA |  | New Store/Club Discount                                            |  |      |  |  |  |          |  |          
|   |  | (% Applied to each line item for each new store P.O.)              |  |      |  |  |  |          |  |          
|OL |  | New Store/Club Discount                                            |  |      |  |  |  |          |  |          
|   |  | (% Represents Contribution of total business to New Store Program) |  |      |  |  |  |          |  |          
|NW |  | New Distribution Center                                            |  |      |  |  |  |          |  |          
|   |  |                                                                    |  |      |  |  |  |          |  |          
|WA |  | Warehouse Allowance                                                |  |      |  |  |  |          |  |          
|   |  |                                                                    |  |      |  |  |  |          |  |          
|OD |  | Warehouse Distribution Allowance                                   |  |      |  |  |  |          |  |          
|   |  | (order type 33 only)                                               |  |      |  |  |  |          |  |          
|DM |  | Defective/Returned Mdse. Allowance                                 |  |      |  |  |  |          |  |          
|   |  | (When selected must mark option 8 under warranty policy)           |  |      |  |  |  |          |  |          
|SD |  | Soft Goods Defective Allow                                         |  |      |  |  |  |          |  |          
|   |  |                                                                    |  |      |  |  |  |          |  |          
|PA |  | Promotional Allowance                                              |  |      |  |  |  |          |  |          
|   |  |                                                                    |  |      |  |  |  |          |  |          
|VD |  | Volume Discount                                                    |  |      |  |  |  |          |  |          
|   |  |                                                                    |  |      |  |  |  |          |  |          
|FA |  | Freight Allowance                                                  |  |      |  |  |  |          |  |          
|   |  |                                                                    |  |      |  |  |  |          |  |          
|AA |  | Advertising Allowance                                              |  |      |  |  |  |          |  |          
|   |  |                                                                    |  |      |  |  |  |          |  |          
|TR |  | TV/Radio Media Allowance                                           |  |      |  |  |  |          |  |          
|   |  |                                                                    |  |      |  |  |  |          |  |          
|DA |  | Display/Endcap Allowance                                           |  |      |  |  |  |          |  |          
|   |  |                                                                    |  |      |  |  |  |          |  |          
|EB |  | Early Buy Allowance                                                |  |      |  |  |  |          |  |          
|   |  |                                                                    |  |      |  |  |  |          |  |          
|HA |  | Handling Allowance                                                 |  |      |  |  |  |          |  |          
|   |  |                                                                    |  |      |  |  |  |          |  |          

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PAYMENT TERMSALL DATING SHALL BEGIN AT THE DATE OF RECEIPT OF THE GOODS AT PURCHASER'S DOCK. ON ALL E.O.M. (END OF THE MONTH) DATINGS, GOODS RECEIVED AFTER THE
24TH OF ANY MONTH SHALL BE PAYABLE AS IF RECEIVED IN THE FOLLOWING MONTH. INVOICES SHOULD BE MAILED OR ELECTRONICALLY TRANSMITTED ON THE SAME DAY GOODS ARE SHIPPED AND SHALL DATE FROM
PURCHASER'S RECEIPT OF THE GOODS, CASH DISCOUNT WILL BE CALCULATED ON THE GROSS AMOUNT OF VENDOR'S INVOICE.

|                |  | 1. Cash Discount                                                                                 |  | NEW STORE/CLUB/WHSE TERMS IF DIFFERENT THAN REGULAR TERMS
|--------------- |  | ------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------
|                |  |                                                                                                  |  |                                                          
|                |  | Cash Discount Days Available                                                                     |  |                                                          
|                |  |                                                                                                  |  |                                                          
|3 0             |  | 2. Net Payment Days Available (must be at least one day more than Cash Discount Days Available). |  |                                                          
|                |  |                                                                                                  |  |                                                          
|Yes ___ No ____ |  | 3. E.O.M.                                                                                        |  |                                                          
|                |  |                                                                                                  |  |                                                          

Alaska, Hawaii, and Puerto Rico, defective merchandise programs will be negotiated separately.

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CONDITION OF MERCHANDISEVendor agrees to only ship goods which comply with the "Warranties and Guarantees" section of the "Purchase Order Terms and Conditions" which is attached hereto
and incorporated herein.

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PRICE GUARANTEE AND NOTICE OF PRICE INCREASESPrices are guaranteed by Vendor against manufacturer's or Vendor's own price decline and against legitimate competition until date of shipment with
Purchaser's
owned inventories price protected by credit memo. In the event that prior to the final shipment under any order Vendor sells or offers to others goods substantially of the same kind as ordered at
lower prices and or on terms more favorable to a third party than those stated on the purchase order, the prices and or terms shall be deemed automatically revised to equal the lowest prices and most
favorable terms at which Vendor shall have sold or shall have offered such goods and payment shall be made accordingly. In the event Purchaser shall become entitled to such lower prices, but shall
have made payment at any prices in excess thereof, Vendor shall promptly refund the difference in price to Purchaser. In the event that a court or regulatory agency or body finds that the prices on an
order are in excess of that allowed by any law or regulation of any governmental agency, the prices shall be automatically revised to equal a price which is not in violation of said law or
regulations. If Purchaser shall have made payment before it is determined that there has been a violation, Vendor shall promptly refund an amount of money equal to the difference between the price
paid for the goods and the price which is not in violation of said regulations. In the event of a price increase, Vendor shall give Wal-Mart written notice of any such increase at least
sixty (60) days prior to the effective date of the increase.

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DEBIT BALANCESIf Vendor has a Debit Balance with Purchaser, the amount owed Purchaser will be deducted from the next remittance or a check from
Vendor to clear this amount will be paid within 30 days at the option of Purchaser. Purchaser reserves the right to charge the Vendor penalties and interest for any Debit Balances not paid
within 30 days.

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**IMPORTANT NOTICE** ALL PAYMENTS OF MONIES MUST BE MAILED TO THE ADDRESS INDICATED BELOW:

| |  | o P.O. BOX 889, LOWELL, AR 72745        |  | o P.O. BOX 500646. ST. LOUIS, MO, 63150-0645 (Allowance Checks)
| |  | --------------------------------------- |  | ---------------------------------------------------------------
| |  | o P.O. BOX 18045 B, ST. LOUIS, MO 63160 |  | o P.O. BOX 500787, ST. LOUIS, MO 63150-0787 (SAM'S)            

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WARRANTY POLICY

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VENDOR MUST CHECK OPTIONS BELOW AND COMPLETE INFORMATION BEFORE AGREEMENT CAN BE APPROVED

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Vendor will be charged current costs plus a 10% handling charge for all returned merchandise except where a Defective/Returned Merchandise Allowance is given by the vendor.
Returned merchandise will be shipped with return freight charges billed back to the vendor. Returns are F.O.B. Purchaser.

o
VENDOR OPTION #1:VENDOR WANTS RETURNED MERCHANDISE SENT TO THEM:

| |  | o |  | Returned merchandise will be sent to the vendor direct from each store.
Permanent return authorization #, if required for shipment. If
automatic return is not possible, an 800 number should be provided or the vendor must accept purchaser's collect calls to secure return authorization over the phone.
| |  | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |   |  |                                                                                                                                                                                                                                                                                                             
| |  |   |  | Phone
-            -                Contact                                                                                                                                                                                                                                                                 
| |  | o |  | Returned merchandise will be sent from store locations to the return center and sent to the vendor.
Permanent return authorization #, if required for shipment. The
practice of requesting a separate return authorization number for each return claim (shipment) will be discontinued.                    

|                            |  |          
|--------------------------- |  | ---------
|ADDRESS TO SHIP RETURNS TO: |  | COMMENTS:
|                            |  |          
|                            |  |          
|                            |  |          
|                            |  |          
|                            |  |          
|                            |  |          

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|oVENDOR OPTION #2VENDOR DOES NOT WANT RETURNED MERCHANDISE SENT TO THEM                                                                                                                                                                                                                                                           |  |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -
|                                                                                                                                                                                                                                                                                                                                  |  | o
|                                                                                                                                                                                                                                                                                                                                  |  | o
|                                                                                                                                                                                                                                                                                                                                  |  |  
|                                                                                                                                                                                                                                                                                                                                  |  | o
|                                                                                                                                                                                                                                                                                                                                  |  |  
|                                                                                                                                                                                                                                                                                                                                  |  | o
|                                                                                                                                                                                                                                                                                                                                  |  |  
|oVENDOR OPTION #3DEFECTIVE/RETURNED MERCHANDSE ALLOWANCE:
Vendor will allow the Defective/Returned Merchandise Allowance shown on the reverse side of this agreement. The percentage must be adequate to cover all defective/returned merchandise or additional claims will be filed by the Return Center at our
fiscal year end.
|                                                                                                                                                                                                                                                                                                                                  |  | o
|                                                                                                                                                                                                                                                                                                                                  |  | o
|                                                                                                                                                                                                                                                                                                                                  |  | o

|                            |  |          
|--------------------------- |  | ---------
|ADDRESS TO SHIP RETURNS TO: |  | COMMENTS:
|                            |  |          
|                            |  |          
|                            |  |          
|                            |  |          
|                            |  |          
|                            |  |          

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SHIPPER LOAD AND COUNT RESPONSIBILITESThe Vendor who is shipping collect to Wal-Mart/Sam's a full truckload, will be responsible for monitoring their shipping process including closing the trailer and
sealing it with a vendor provided seal. This seal number MUST be referenced and identified as the seal number on all copies of the Bill of Lading, if the Vendor fails to seal the trailer the driver
will seal the trailer on the vendor's behalf. The driver will the document that seal number on the Bill of Lading before providing the Vendor with his/her copy. If the load is properly sealed and a
shortage does occur, Vendor shall be liable for said shortage.

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VENDOR FINANCIAL INFORMATIONVendor shall furnish to Purchaser, when submitting this completed agreement, a complete set of current financial statements. If such statements are not available, a current
Dun & Bradstreet financial report shall be provided by vendor. Publicly-held companies shall provide to Purchaser its most recent Annual Report to Shareholders and Management Proxy
Information. In the event that Purchaser's purchases from Vendor constitutes twenty percent (20%) or more of Vendor's gross annual sales, Vendor agrees to notify Purchaser of this fact, in writing,
within thirty (30) days of said event.

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NOTICE REGARDING ASSIGNMENT OF ACCOUNTSThe Vendor shall provide Purchaser written notice of an assignment, factoring, or other transfer of its right to
receive payments arising under this agreement
30 days prior to such assignment, factoring, or other transfer taking legal affect. Such written notice shall include the name and address of assignee/transferee, date assignment is to begin,
and terms of the assignment, and shall be considered delivered upon receipt of such written notice by the Vendor Master Clerk. Vendor shall be allowed to have only one assignment, factoring or
transfer legally effective at any one point in time. No multiple assignments, factorings or transfers by the Vendor shall be permitted.

Purchaser
shall have the right to take deduction or other set-offs against any payment assigned, or factored by the Vendor and Vendor shall indemnify Purchaser against and
hold Purchase harmless from any and all lawsuits, claims, actions, damages (including reasonable attorney fees, court costs, obligations, liabilities or liens) arising or imposed in connection with
the such deductions or set-offs or with the assignment or transfer or factoring of any account or right arising thereunder, Vendor also releases and waives any right, claim or action
against Purchaser for amounts due and owing under this Agreement where Vendor has not complied with the notice requirements of this provision. Such notices shall be mailed directly to:



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VENDOR ELECTRONIC DATA INTERCHANGE RESPONSIBILITESVendor agrees to receive orders and send Wal-Mart Invoices VIA EDI (electronic transmission) unless specifically waived by Purchaser.

If
purchaser agrees to waive the EDI requirements of vendor, Purchase orders will be sent via overnight mail at vendors
Expense.                                    G.M.M. WAIVER

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COMPLIANCE WITH STANDARDS FOR VENDORSVendor agrees to comply with the obligations expressed in the "WAL-MART STORES, INC. STANDARDS FOR VENDORS: which is Incorporated herein as part of this
Vendor Agreement. Wal-Mart reserves the right to cancel any outstanding order, refuse any shipments and otherwise cease to do business with Vendor in the event Vendor fails to comply with
all terms of said Standards or if Wal-Mart has reason to believe Vendor has failed to comply with said Standards.

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Indemnification:Vendor shall protect, defend, hold harmless and indemnify Purchaser from and against any and all claims, actions,
liabilities, losses, costs and expenses, including reasonable attorney fees and costs, even if such claims are groundless, fraudulent or false, arising out of any actual or alleged infringement of any
patent, trademark, tradedress or copyright by any merchandise sold to the Purchase hereunder, or arising out of any actual or alleged death of or injury to any person, damage to any property, or any
other damage or loss, by whomsoever suffered, resulting or claimed to result in whole or in part from any actual or alleged defect in such merchandise, whether latent or patent, including actual or
alleged improper construction or design of said merchandise or the failure of said merchandise to comply with specifications or with any express or implied warranties of Vendor, or arising out of any
actual or alleged violation by such merchandise, or its manufacturer, possession or use of sales, of any law, statute or ordinance of any governmental administrative order, rule or regulation arising
out or Vendor's Installation of merchandise covered by this agreement. The duties and obligations of Vendor created hereby shall not be affected or limited in any way by Purchaser's extension of
express or implied warranties to its customers, except to the extent that any such warranties expressly extend beyond the scope of Vendor's warranties, express or implied, to Purchaser. It is further
agreed that all duties and obligations of Vendor set forth in this paragraph shall extend in full force and effect to the pallets or other transport or display provided by or at the direction of
Vendor.

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ALL PURCHASES MADE BY PURCHASER SHALL BE CONTROLLED BY THE PURCHASER'S PURCHASE ORDER "TERMS AND CONDITIONS", WHICH IS ATTACED AS A PART OF THIS AGREEMENT, AND INCLUDED WITH EACH MANUALLY TRANSMITTED
ORDER. THIS AGREEMENT AND ALL DISPUTES ARISING HEREUNDER SHALL BE GOVERENED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARKANSAS. THE PARTIES AGREE THAT THE EXCLUSIVE JURISDICTION OF
ANY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT OR ANY DISPUTE RELATING TO THE SERVICES OR GOD PROVIDED HEREUNDER SHALL BE IN THE STATE AND FEDERAL COURT OF THE COUNTIES OF BENTON OR WASHINGTON,
STATE OF ARKANSAS. ANY LEGAL ACTION BROUGHT BY VENDOR AGAINST PURCHASER WITH RESPECT TO THIS AGREEMENT SHALL BE FILLED IN ONE OF THE ABOVE REFERENCED JURISDICTIONS WITHIN TWO (2) YEARS AFTER
THE CAUSE ACTION ARISES.THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THIS CLAUSE AND AGREE WILLING TO ITS TERMS.LIMITATION OF DAMAGES: IN
NO EVENT SHALL WAL-MART BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR BUSINESS, OR OTHER CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT
LIMITED TO DAMAGES ARISING OUT OF WAL-MART'S CANCELLATION OF ORDERS OR THE TERMINATION OF BUSINESS RELATIONS WITH VENDOR), EVEN IF WAL-MART HAS BEEN ADVISED BY VENDOR OF THE
POSSIBLITY OF SUCH DAMAGES.

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INSURANCE REQUIREMENTS

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A copy of your current Certificate of Insurance with the following requirements must be attached to this Vendor Agreement. Certificate Holder should read:



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*$5,000,000.
If determined by Wal-Mart as a high risk vendor.



|NAME:            |  |  |  |       |  |  |  |     |  | 
|---------------- |  |  |  | ----- |  |  |  | --- |  | 
|                 |  | 
|ADDRESS:         |  |  |  |       |  |  |  |     |  | 
|                 |  | 
|CITY:            |  |  |  | STATE |  |  |  | ZIP |  | 
|                 |  |  |  |       |  |  |  |     |  | 
|ATTN:            |  |  |  | PHONE |  |  |  |    
|                 |  |  |  |       |  | 
|                 |  |  |  | FAX   |  |  |  |     |  | 
|                 |  |  |  |       |  | 
|INSURING COMPANY |  |  |  |       |  |  |  |    
|                 |  | 
|PHONE:           |  |  |  |       |  |  |  |    
|                 |  | 

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WARRANTY POLICYFOR GROCERY ONLY

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VENDOR MUST CHECK ONE OF THE BOXES BELOW AND COMPLETE INFORMATION BEFORE AGREEMENT CAN BE APPROVED

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Vendor will be charged current costs plus a 18% handling charge for all defectives. All seasonal non-perishable merchandise may be returned to vendor with or without cause.

Defective
merchandise will be shipped "Prepaid" with return freight charges billed to the vendor. Returns are F.O. B. purchaser. Vendor will allow automatic Return Authorization for
defectives.
YES                   NO

Permanent
RA . If automatic return is not possible, the Purchase must be able to secure return authorization over the phone. An RA number
should be provided in the space below or the vendor must accept purchasers collect calls.



|ADDRESS FOR STORES TO SHIP RETURNS TO: |  | ADDRESS FOR RETURN CENTER TO SHIP RETURNS TO:
|-------------------------------------- |  | ---------------------------------------------
|                                       |  |                                              
|                                       |  |                                              
|                                       |  |                                              
|                                       |  |                                              
|                                       |  |                                              
|                                       |  |                                              
|Attn:                                  |  |                                              
|                                       |  |                                              

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FOR GROCERY ONLYSTANDARD PURCHASE ORDER ALLOWANCE

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|    |  |                                                                                         |  |  |  | CONTROL TYPE |  | INVOICE
|--- |  | --------------------------------------------------------------------------------------- |  |  |  | ------------ |  | -------
|
|
|PUA |  | Backhaul Or Pick Up Allowance (This will be applied when the whse backhauls a PPD Item) |  |  |  |              |  |        
|SWA |  | Swell Allowance                                                                         |  |  |  |              |  |        
|VAA |  | Other Vendor Allowance (To be deducted or billed back on every P. O. or Invoice)        |  |  |  |              |  |        

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OIOff
Invoice            BBBill Back            EIEach
Invoice            QQuarterly

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PURCHASE COST AND CONDITIONS

Invoice and ship in accordance to the conditions, costs, and allowances reflected on each purchase order unless otherwise communicated and approved by the purchaser confirming
differences in writing. If Cost/UPC/Terms are not correct on P.O., vendor must give 24 hour notice.

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Signatures Required for all Divisions

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By the execution of this Vendor Merchandise Agreement, Vendor agrees to the representations stated above, and on the following pages. Vendor further agrees that Purchaser may
rely on these representations in placing any purchase orders pursuant to information contained in the Agreement. Any changes to this Agreement must be in writing and executed by both parties.

By
the execution of this Agreement, the parties hereto agree that this Agreement, the Purchase Order Terms and Conditions and the Standards for Vendors, which are incorporated herein,
constitute the full understanding of the parties, a complete allocation of risks between them and a complete and exclusive statement of the terms and conditions of their agreement; and all prior
agreements, negotiations, dealings and understandings, whether written or oral, regarding the subject matter hereof, are superseded by and merged into this Agreement. Any changes in this Agreement
shall be in writing and executed by both parties. Furthermore, in the event of a conflict of terms between the Vendor Agreement and a Purchase Order, the Vendor Agreement shall be the controlling
document.

|SELLER:  
|---------
|By:      
|         
|Title:   
|         
|PURCHASER
|By:      
|         
|By:      
|         

|Salesman:                |  | 
|------------------------ |  | 
|                         |  | 
|Address:                 |  | 
|                         |  | 
|                         |  | 
|                         |  | 
|Phone Number:            |  | 
|                         |  | 
|Sales Mgr. or V.P. Sales |  | 
|                         |  | 
|Address:                 |  | 
|                         |  | 
|                         |  | 
|                         |  | 
|Phone Number:            |  | 
|                         |  | 
|Pres. Name:              |  | 
|                         |  | 
|Address:                 |  | 
|                         |  | 
|                         |  | 
|                         |  | 

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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

AMENDMENT TO SUPPLIER AGREEMENT BETWEEN SAM'S WEST, INC.
AND HEALTHeTECH, INC.

This Amendment to the Vendor Agreement between SAM'S West, Inc., a subsidiary of Wal-Mart Stores, Inc. and HealtheTech, Inc. (the
"Amendment") dated 6 August, 2002, is to the Vendor Agreement dated June 24 2002, Purchase Order Terms and Conditions, and Standards for "Supplier" (hereinafter collectively the "Agreement")
between HealtheTech, a Delaware corporation with its offices at 523 Park Point Drive, 3rd Floor, Golden CO 80401 (hereinafter "Supplier" or "HealtheTech") and SAM'S West, Inc., an
Arkansas corporation, with corporate offices at 608 Southwest 8th St., Bentonville, AR 72712 (hereinafter "Sam's Club").

This
Amendment shall set forth the additional terms and conditions specific to the purchase of HealtheTech's BalanceLog and related products and services ("Product") and shall be fully
incorporated into the Agreement and any conflict between the Agreement and this Amendment shall be resolved in favor of this Amendment. Subsequent modifications, amendments, or addenda shall not
change or affect this Amendment in any way unless this Amendment is specifically referenced therein and executed by Supplier and Sam's Club.

Pursuant
to the foregoing, Sam's Club and Supplier specifically agree to the following additional terms and conditions under which Product may be purchased by Sam's Club from Supplier.



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Except
as modified by this Amendment or by any other written agreement between the parties executed after the date of this Amendment, the sale and purchase of the Product by the parties
will be controlled by the terms of the Agreement. This Amendment and the Agreement constitute the entire agreement between the parties with respect to its subject matter and no modification, change or
alteration shall be effective unless in writing and executed by both parties.

|SAM's West, Inc., a subsidiary of Wal-Mart Stores, Inc. |  | HealtheTech                                     
|------------------------------------------------------- |  | ------------------------------------------------
|/s/ David Badeen(Buyer)                                 |  | /s/ James R. Mault(Authorized Signature)        
|/s/ Michael Moore, V.P.(D.M.M.)                         |  | James. R. Mault, M.D., CEO(Print Name and Title)
|August 6, 2002(Date)                                    |  | 6 August 2002(Date)                             

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