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EXHIBIT 4.3    
  


 
 

HEALTHETECH, INC.
  AMENDMENT TO THE SIXTH
  AMENDED AND RESTATED
  INVESTOR RIGHTS AGREEMENT    
  


        This amendment (the "Amendment") to the Sixth Amended and Restated Investor Rights Agreement dated as of
June 21, 2001, by and among HealtheTech, Inc., a Delaware corporation (the "Company") and the parties named therein (the
"Rights Agreement") is dated as of June 11, 2002. Capitalized terms not defined herein have the meanings set forth in the Rights Agreement. 


 
 

RECITALS    
  


        A.    WHEREAS,
the Company, the New Series C Investors, the Prior Series C Investors, the Founders, the Baby-C Holders, the Series A Investors
and the Series B Investors entered into the Rights Agreement as of June 21, 2001. 



        B.    WHEREAS,
the Company, the New Series C Investors, the Prior Series C Investors, the Founders, the Baby-C Holders, the Series A Investors
and the Series B Investors desire to amend the Rights Agreement to (i) amend the definition of Qualifying Public Offering and (ii) exempt a transfer of shares from Jim Mault to
his wife, Kellie Mault, from the provisions of Section 4 of the Rights Agreement. 


        C.    WHEREAS,
Section 5.4 of the Rights Agreement provides that any term of the Rights Agreement may be amended with the written consent of the Company and the holders
of a majority of the Registrable Securities. 


        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, and intending to be legally bound, the parties agree as follows: 


        1.    Amendment to Definition of Qualifying Public Offering.    Section 1.12 of the
Rights Agreement is amended and restated in its entirety as follows: 



        "Qualifying Public Offering" shall mean an underwritten public offering pursuant to an effective registration statement under the
Securities Act causing the offer and sale of Common Stock for the account of the Company in which the Company receives aggregate gross proceeds (before deduction of underwriters' discounts,
commissions and fees) of $20 million and a minimum, per share price of $10 (as appropriately adjusted for all stock splits, stock dividends, combinations, recapitalizations, and the like)." 




        2.    Amendment to Section 4.7.    Section 4.7 of the Rights Agreement is hereby
amended and restated in its entirety with as follows: 



        "4.7  Certain Exemptions.    An Investor, Founder or Baby-C Holder may make (i) a gift of shares of the
Company to his or her spouse, issue, other members of his or her immediate family, to a custodian for the benefit of such Investor's issue or to a trust for the benefit of such Investor, spouse, issue
or other members, (ii) a distribution to such Investor's partners, members, equity owners and affiliates, (iii) a transfer to such Investors' partners, members, equity owners and
affiliates, or (iv) a transfer of shares from Jim Mault to Kellie Mault, without complying with the provisions of this Section 4. Such transferees shall hold such shares of the Company
subject to the right of first refusal set forth in this Section 4 and shall be required to confirm same in writing prior to receipt of such shares." 




        3.    Miscellaneous.    



        (a)    Entire Agreement.    This Amendment and the Rights Agreement constitutes the full and entire agreement between
the parties with regard to the subjects hereof and thereof. 







        (b)    Governing Law.    This Amendment shall be governed in all respects by the internal laws of the State of
Delaware. 


        (c)    Counterparts.    This Amendment may be executed in any number of counterparts, each of which shall be deemed an
original, and all of which together shall constitute one instrument. 



        (d)    Facsimile or Telecopy Signatures.    A facsimile, telecopy or other reproduction of this Amendment may be
executed by one or more parties hereto, and an executed copy of this Amendment may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which
the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. 



(remainder of page intentionally left blank)  






        IN WITNESS WHEREOF, the Company and the holders of a majority of the Registrable Securities have caused this Amendment to be executed and delivered as of the date
first written above. 



	HEALTHETECH, INC.	 	FOUNDERS:
	


 	

 	
 	

 
	By:	 	 	 
	 	
	 	

	Name: James R. Mault

Title: Chief Executive Officer	 	James R. Mault
	



	

 	
 	

 
	 	 	 	
 Allen M. Krass
	



	

 	
 	

 
	 	 	 	
 Chad Mestler
	



	

 	
 	

 
	 	 	 	
 Jurg Kehrli
	



	

 	
 	

 
	 	 	 	
 Noel Johnson
	



	

 	
 	

 
	 	 	 	STOCKHOLDERS:
	



	

 	
 	

 
	 	 	 	
 (Name of Stockholder)
	



	

 	
 	

 
	 	 	 	
 (Signature of Authorized Stockholder Representative)
	



	

 	
 	

 
	 	 	 	
 (Print name and title of authorized signatory, if applicable)






[SIGNATURE PAGE TO AMENDMENT TO RIGHTS AGREEMENT]









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EXHIBIT 4.3


HEALTHETECH, INC. AMENDMENT TO THE SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

RECITALS