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EXHIBIT 10.5    
  


 
 

HEALTHETECH, INC.
  2002 DIRECTOR OPTION PLAN    
  


        1.    Purposes of the Plan. The purposes of this 2002 Director Option Plan are to attract and retain the best available
personnel for service as Outside Directors (as defined herein) of the Company, to provide additional incentive to the Outside Directors of the Company to serve as Directors, and to encourage their
continued service on the Board. 


        All
options granted hereunder shall be nonstatutory stock options. 


        2.    Definitions. As used herein, the following definitions shall apply: 



        (a)  "Board" means the Board of Directors of the Company. 


        (b)  "Code" means the Internal Revenue Code of 1986, as amended. 


        (c)  "Common Stock" means the common stock of the Company. 


        (d)  "Company" means HealtheTech, Inc., a Delaware corporation. 


        (e)  "Director" means a member of the Board. 


        (f)    "Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code. 


        (g)  "Employee" means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the
Company. The payment of a Director's fee by the Company shall not be sufficient in and of itself to constitute "employment" by the Company. 


        (h)  "Exchange Act" means the Securities Exchange Act of 1934, as amended. 



        (i)    "Fair Market Value" means, as of any date, the value of Common Stock determined as follows: 



        (i)    If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq
SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system
for the last market trading day prior to the time of determination as reported in The Wall Street Journal or such other source as the Administrator
deems reliable; 


        (ii)  If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be
the mean between the high bid and low asked prices for the Common Stock for the last market trading day prior to the time of determination, as reported in The Wall Street
Journalor such other source as the Board deems reliable; or 


        (iii)  In
the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board. 




        (j)    "Inside Director" means a Director who is an Employee. 


        (k)  "Option" means a stock option granted pursuant to the Plan. 


        (l)    "Optioned Stock" means the Common Stock subject to an Option. 


        (m)  "Optionee" means a Director who holds an Option. 


        (n)  "Outside Director" means a Director who is not an Employee. 


        (o)  "Parent" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of
the Code. 






 




        (p)  "Plan" means this 2002 Director Option Plan. 


        (q)  "Share" means a share of the Common Stock, as adjusted in accordance with Section 10 of the Plan. 


        (r)  "Subsidiary" means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of
the Internal Revenue Code of 1986. 




        3.    Stock Subject to the Plan. Subject to the provisions of Section 10 of the Plan, the maximum aggregate number of
Shares which may be optioned and sold under the Plan is 200,000 Shares plus an annual increase to be added on the first day of the Company's fiscal year beginning in 2003, equal to the lesser of
(i) the number of Shares granted pursuant to Options under the Plan in the prior fiscal year or (ii) an amount determined by the Board. The Shares may be authorized, but unissued, or
reacquired Common Stock. 


        If
an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares that were subject thereto shall become available for future grant or sale
under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan shall not be returned to the Plan and shall not become available for future distribution under the
Plan. 


        4.    Administration and Grants of Options under the Plan. 



        (a)  Procedure for Grants. All grants of Options to Outside Directors under this Plan shall be automatic and nondiscretionary
and shall be made strictly in accordance with the following provisions: 



        (i)    No
person shall have any discretion to select which Outside Directors shall be granted Options or to determine the number of Shares to be covered by Options. 


        (ii)  Each
Outside Director shall be automatically granted an Option to purchase 25,000 Shares (the "First Option") on the date on which such person first becomes an Outside
Director, whether through election by the shareholders of the Company or appointment by the Board to fill a vacancy; provided, however, that an Inside Director who ceases to be an Inside Director but
who remains a Director shall not receive a First Option. 


        (iii)  Each
Outside Director shall be automatically granted an Option to purchase 10,000 Shares plus an additional 5,000 Shares for each committee of the Board on which he or
she is serving (a "Subsequent Option") on the date of the Company's annual stockholders meeting each year provided he or she is then an Outside Director and, if applicable, then serving on the
relevant committee of the Board. 


        (iv)  The
terms of a First Option granted hereunder shall be as follows: 



        (A)  the
term of the Election Option shall be ten (10) years. 


        (B)  the
First Option shall be exercisable only while the Outside Director remains a Director of the Company, except as set forth in Sections 8 and 10 hereof. 


        (C)  the
exercise price per Share shall be 100% of the Fair Market Value per Share on the date of grant of the First Option. 


        (D)  subject
to Section 10 hereof, the First Option shall become exercisable as to 25% of the Shares subject to the First Option on each anniversary following its date
of grant, provided that the Optionee continues to serve as a Director on such dates. Notwithstanding the foregoing, in the event a Director is nominated by the Board to serve as a Director and the
stockholders of the Company do not elect such person to serve as such, then 100% of the Shares subject to the First Option shall immediately vest and become exercisable. 





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        (v)  The
terms of a Subsequent Option granted hereunder shall be as follows: 



        (A)  the
term of the Subsequent Option shall be ten (10) years. 


        (B)  the
Subsequent Option shall be exercisable only while the Outside Director remains a Director of the Company, except as set forth in Sections 8 and 10 hereof. 


        (C)  the
exercise price per Share shall be 100% of the Fair Market Value per Share on the date of grant of the Subsequent Option. 


        (D)  subject
to Section 10 hereof, the Subsequent Option shall become exercisable as to 100% of the Shares subject to the Subsequent Option one year following its date
of grant, provided that the Optionee continues to serve as a Director on such date. Notwithstanding the foregoing, in the event a Director is nominated by the Board to serve as a Director and the
stockholders of the Company do not elect such person to serve as such, then 100% of the Shares subject to the Subsequent Option shall immediately vest and become exercisable. 




        (vi)  In
the event that any Option granted under the Plan would cause the number of Shares subject to outstanding Options plus the number of Shares previously purchased under
Options to exceed the total number of Shares reserved for issuance under the Plan, then the remaining Shares available for Option grant shall be granted under Options to the Outside Directors on a pro
rata basis. No further grants shall be made until such time, if any, as additional Shares become available for grant under the Plan through the provisions of the Plan, by action of the Board, by the
stockholders approving an increase in the number of Shares which may be issued under the Plan or through cancellation or expiration of Options previously granted hereunder. 





        5.    Eligibility. Options may be granted only to Outside Directors. All Options shall be automatically granted in accordance
with the terms set forth in Section 4 hereof. 


        The
Plan shall not confer upon any Optionee any right with respect to continuation of service as a Director or nomination to serve as a Director, nor shall it interfere in any way with
any rights which the Director or the Company may have to terminate the Director's relationship with the Company at any time. 



        6.    Term of Plan. The Plan shall become effective upon the later to occur of its adoption by the Board or its approval by the
stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 11 of the Plan. 


        7.    Form of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option,
including the method of payment, shall consist of (i) cash, (ii) check, (iii) other Shares, which, in the case of Shares acquired from the Company, (x) have been owned by
the Optionee for more than six (6) months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised, (iv) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (v) any
combination of the foregoing methods of payment. 


        8.    Exercise of Option. 



        (a)  Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable at such times as are
set forth in Section 4 hereof and may not be exercised for a fraction of a Share. An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in
accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is 



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exercised has been received by the Company. Full payment may consist of any consideration and method of payment allowable under Section 7 of the Plan. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. A share certificate for the number of Shares so acquired shall be issued to the
Optionee as soon as practicable after exercise of the Option. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued,
except as provided in Section 10 of the Plan. 


        Exercise
of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by
the number of Shares as to which the Option is exercised. 


        (b)  Termination of Continuous Status as a Director. Subject to Section 10 hereof, in the event an Optionee's status as
a Director terminates (other than upon the Optionee's death or Disability), the Optionee may exercise his or her Option, but only within three (3) months following the date of such termination,
and only to the extent that the Optionee was entitled to exercise it on the date of such termination (but in no event later than the expiration of its ten (10) year term). To the extent that
the Optionee was not vested as to his or her entire Option on the date of such termination, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination,
the
Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 


        (c)  Disability of Optionee. In the event Optionee's status as a Director terminates as a result of Disability, the Optionee
may exercise his or her Option, but only within twelve (12) months following the date of such termination, and only to the extent that the Optionee was entitled to exercise it on the date of
such termination (but in no event later than the expiration of its ten (10) year term). To the extent that the Optionee was not vested as to his or her entire Option on the date of termination,
the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan. 


        (d)  Death of Optionee. In the event of an Optionee's death, the Optionee's estate or a person who acquired the right to
exercise the Option by bequest or inheritance may exercise the Option, but only within twelve (12) months following the date of death, and only to the extent that the Optionee was entitled to
exercise it on the date of death (but in no event later than the expiration of its ten (10) year term). To the extent that the Optionee was not vested as to his or her entire an Option on the
date of death, the Shares covered by the unvested portion of the Option shall revert to the Plan. To the extent that the Optionee's estate or a person who acquired the right to exercise such Option
does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 




        9.    Non-Transferability of Options. The Option may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. 


        10.  Adjustments; Dissolution; Merger or Asset Sale. 



        (a)  Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other
securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or
exchange 



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of Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the Common Stock such that an adjustment is determined by the Board (in its
sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Board shall, in such manner
as it may deem equitable, adjust the number and class of Common Stock which may be delivered under the Plan, the purchase price per Share and the number of Shares covered by each Option which has not
yet been exercised, and the number of Shares subject to Options granted pursuant to Section 4. 


        (b)  Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, to the extent that an
Option has not been previously exercised, it shall terminate immediately prior to the consummation of such proposed action. 


        (c)  Merger or Asset Sale. In the event of a merger of the Company with or into another corporation or the sale of
substantially all of the assets of the Company, outstanding Options may be assumed or equivalent options may be substituted by the successor corporation or a Parent or Subsidiary thereof (the
"Successor Corporation"). If an Option is assumed or substituted for, the Option or equivalent option shall continue to be exercisable as provided in Section 4 hereof for so long as the
Optionee serves as a Director or a director of the Successor Corporation. Following such assumption or substitution, if the Optionee's status as a Director or director of the Successor Corporation, as
applicable, is terminated other than upon a voluntary resignation by the Optionee, the Option or option shall become fully exercisable, including as to Shares for which it would not otherwise be
exercisable. Thereafter, the Option or option shall remain exercisable in accordance with Sections 8(b) through (d) above. 



        If
the Successor Corporation does not assume an outstanding Option or substitute for it an equivalent option, the Option shall become fully vested and exercisable, including as to Shares
for which it would not otherwise be exercisable. In such event the Board shall notify the Optionee that the Option shall be fully exercisable for a period of thirty (30) days from the date of
such notice, and upon the expiration of such period the Option shall terminate. 


        For
the purposes of this Section 10(c), an Option shall be considered assumed if, following the merger or sale of assets, the Option confers the right to purchase or receive, for
each Share subject to the Option immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by
holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares). If such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets. 




        11.  Amendment and Termination of the Plan. 



        (a)  Amendment and Termination. The Board may at any time amend, alter, suspend, or discontinue the Plan, but no amendment,
alteration, suspension, or discontinuation shall be made which would impair the rights of any Optionee under any grant theretofore made, without his or her consent. In addition, to the extent
necessary and desirable to comply with any applicable law, regulation or stock exchange rule, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree
as required. 



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        (b)  Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not affect Options already
granted and such Options shall remain in full force and effect as if this Plan had not been amended or terminated. 




        12.  Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date determined in accordance
with Section 4 hereof. 


        13.  Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option unless the exercise
of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended,
the Exchange Act, the rules and regulations promulgated thereunder, state securities laws, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to such compliance. 


        As
a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or distribute such Shares, if, in the opinion of counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law. 


        Inability
of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 


        14.  Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the requirements of the Plan. 



        15.  Option Agreement. Options shall be evidenced by written option agreements in such form as the Board shall approve. 


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HEALTHETECH, INC.

DIRECTOR OPTION AGREEMENT—FIRST OPTION  


        HealtheTech, Inc., (the "Company"), has granted
to                        (the "Optionee"), an option to purchase a total of twenty-five thousand
(25,000) shares of the Company's Common Stock (the "Optioned Stock"), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Company's
2002 Director Option Plan (the "Plan") adopted by the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein. 


        1.    Nature of the Option. This Option is a nonstatutory option and is not intended to qualify for any special tax benefits to
the Optionee. 



        2.    Exercise Price. The exercise price is $            for each share of Common Stock. 


        3.    Exercise of Option. This Option shall be exercisable during its term in accordance with the provisions of Section 8
of the Plan as follows: 



        (a)  Right to Exercise. 



        (i)    This
Option shall become exercisable in installments cumulatively with respect to twenty-five percent (25%) of the Optioned Stock one year after the date of
grant, and thereafter as to an additional twenty-five percent (25%) of the Optioned Stock on each anniversary of the date of grant, so that one hundred percent (100%) of the Optioned Stock
shall be exercisable four (4) years after the date of grant, subject to Optionee continuing to be a Director on each such date; provided, however, that in no event shall any Option be
exercisable prior to the date the stockholders of the Company approve the Plan. 


        (ii)  This
Option may not be exercised for a fraction of a share. 


        (iii)  In
the event of Optionee's death, disability or other termination of service as a Director, the exercisability of the Option is governed by Section 8 of the
Plan. 




        (b)  Method of Exercise. This Option shall be exercisable by written notice which shall state the election to exercise the
Option and the number of Shares in respect of which the Option is being exercised. Such written notice, in the form attached hereto as Exhibit A,
shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the exercise price. 




        4.    Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the
election of the Optionee: 



        (a)  cash;



        (b)  check;
or 


        (c)  surrender
of other Shares, provided Shares acquired from the Company, (x) have been vested and owned by the Optionee for more than six (6) months on the
date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised; 


        (d)  delivery
of a properly executed exercise notice together with such other documentation as the Company and the broker, if applicable, shall require to effect an exercise
of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price. 




        5.    Restrictions on Exercise. This Option may not be exercised if the issuance of such Shares upon such exercise or the method
of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulations, or if such issuance would not comply with the
requirements of any stock exchange upon which the Shares may then be listed. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to
the Company as may be required by any applicable law or regulation. 





 

        6.    Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by
the laws of descent or distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee. 


        7.    Term of Option. This Option may not be exercised more than ten (10) years from the date of grant of this Option,
and may be exercised during such period only in accordance with the Plan and the terms of this Option. 



        8.    Taxation Upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income
for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain
holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability of a
Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair
Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. 



	

DATE OF GRANT:	
 	

	
 	

HealtheTech, Inc.

a Delaware corporation
	

 	
 	

 	
 	

By:	
 	







        Optionee
acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any
questions arising under the Plan. 



	Dated:	 	 	 	 
	 	 	
	 	 
	

 	
 	

 	
 	


	 	 	 	 	Optionee




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EXHIBIT A

DIRECTOR OPTION EXERCISE NOTICE

FIRST OPTION  


HealtheTech, Inc.

523 Park Point Drive, Third Floor

Golden, Colorado 80401 


        Attention:
Corporate Secretary 


        1.    Exercise of Option. The undersigned ("Optionee") hereby elects to exercise Optionee's option to
purchase                        
shares of Common Stock (the "Shares") of HealtheTech, Inc. (the "Company") under and pursuant to the Company's 2002 Director Option Plan and the Director Option Agreement
dated                        
(the "Agreement"). 


        2.    Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Agreement. 



        3.    Federal Restrictions on Transfer. Optionee understands that the Shares must be held indefinitely unless they are
registered under the Securities Act of 1933, as amended (the "1933 Act"), or unless an exemption from such registration is available, and that the certificate(s) representing the Shares may bear a
legend to that effect. Optionee understands that the Company is under no obligation to register the Shares and that an exemption may not be available or may not permit Optionee to transfer Shares in
the amounts or at the times proposed by Optionee. 


        4.    Tax Consequences. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's
purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultant(s) Optionee deems advisable in connection with the purchase or disposition of the Shares
and that Optionee is not relying on the Company for any tax advice. 


        5.    Delivery of Payment. Optionee herewith delivers to the Company the aggregate purchase price for the Shares that Optionee
has elected to purchase and has made provision for the payment of any federal or state withholding taxes required to be paid or withheld by the Company. 


        6.    Entire Agreement. The Agreement is incorporated herein by reference. This Exercise Notice and the Agreement constitute the
entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof. This Exercise Notice and
the Agreement are governed by Delaware law except for that body of law pertaining to conflict of laws. 



	

Submitted by:	
 	

Accepted by:
	

OPTIONEE:	
 	

HealtheTech, Inc.
	

By:	
 	

	
 	

By:	
 	


	 	 	 	 	Its:	 	 
	 	 	 	 	 	 	

	Address:	 	 	 	 	 	 
	Dated:	 	 	 	Dated:	 	 
	 	 	
	 	 	 	





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HEALTHETECH, INC.

DIRECTOR OPTION AGREEMENT—SUBSEQUENT OPTION  


        HealtheTech, Inc., (the "Company"), has granted
to                        (the "Optionee"), an option to purchase a total of  [[ten thousand (10,000)]
OR [            (            )]
(10,000 shares plus 5,000 shares for each committee of the board on which the director serves)] shares of the Company's Common Stock (the
"Optioned Stock"), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Company's 2002 Director Option Plan (the "Plan") adopted by
the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein. 


        1.    Nature of the Option. This Option is a nonstatutory option and is not intended to qualify for any special tax benefits to
the Optionee. 


        2.    Exercise Price. The exercise price is $            for each share of Common Stock. 


        3.    Exercise of Option. This Option shall be exercisable during its term in accordance with the provisions of Section 8
of the Plan as follows: 


        (a)  Right to Exercise. 




        (i)    This
Option shall become exercisable with respect to one hundred percent (100%) of the Optioned Stock one year after the date of grant, subject to Optionee continuing to
be a Director on such date; provided, however, that in no event shall any Option be exercisable prior to the date the stockholders of the Company approve the Plan. 


        (ii)  This
Option may not be exercised for a fraction of a share. 


        (iii)  In
the event of Optionee's death, disability or other termination of service as a Director, the exercisability of the Option is governed by Section 8 of the
Plan. 




        (b)  Method of Exercise. This Option shall be exercisable by written notice which shall state the election to exercise the
Option and the number of Shares in respect of which the Option is being exercised. Such written notice, in the form attached hereto as Exhibit A,
shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the exercise price. 




        4.    Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the
election of the Optionee: 



        (a)  cash;



        (b)  check;
or 


        (c)  surrender
of other Shares, provided Shares acquired from the Company, (x) have been vested and owned by the Optionee for more than six (6) months on the
date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised; 


        (d)  delivery
of a properly executed exercise notice together with such other documentation as the Company and the broker, if applicable, shall require to effect an exercise
of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price. 




        5.    Restrictions on Exercise. This Option may not be exercised if the issuance of such Shares upon such exercise or the method
of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulations, or if such issuance would not comply with the
requirements of any stock exchange upon which the Shares may then be listed. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to
the Company as may be required by any applicable law or regulation. 


        6.    Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by
the laws of descent or distribution and may be exercised during the lifetime of 





 




Optionee only by the Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 


        7.    Term of Option. This Option may not be exercised more than ten (10) years from the date of grant of this Option,
and may be exercised during such period only in accordance with the Plan and the terms of this Option. 



        8.    Taxation Upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income
for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain
holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability of a
Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair
Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. 



	

DATE OF GRANT:	
 	

	
 	

HealtheTech, Inc.

a Delaware corporation
	

 	
 	

 	
 	

By:	
 	







        Optionee
acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any
questions arising under the Plan. 



	Dated:	 	 	 	 
	 	 	
	 	 
	

 	
 	

 	
 	


	 	 	 	 	Optionee




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EXHIBIT A

DIRECTOR OPTION EXERCISE NOTICE

SUBSEQUENT OPTION  


HealtheTech, Inc.

523 Park Point Drive, Third Floor

Golden, Colorado 80401 


        Attention:
Corporate Secretary 


        1.    Exercise of Option. The undersigned ("Optionee") hereby elects to exercise Optionee's option to
purchase                        
shares of Common Stock (the "Shares") of HealtheTech, Inc. (the "Company") under and pursuant to the Company's 2002 Director Option Plan and the Director Option Agreement
dated                        
(the "Agreement"). 


        2.    Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Agreement. 



        3.    Federal Restrictions on Transfer. Optionee understands that the Shares must be held indefinitely unless they are
registered under the Securities Act of 1933, as amended (the "1933 Act"), or unless an exemption from such registration is available, and that the certificate(s) representing the Shares may bear a
legend to that effect. Optionee understands that the Company is under no obligation to register the Shares and that an exemption may not be available or may not permit Optionee to transfer Shares in
the amounts or at the times proposed by Optionee. 


        4.    Tax Consequences. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's
purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultant(s) Optionee deems advisable in connection with the purchase or disposition of the Shares
and that Optionee is not relying on the Company for any tax advice. 


        5.    Delivery of Payment. Optionee herewith delivers to the Company the aggregate purchase price for the Shares that Optionee
has elected to purchase and has made provision for the payment of any federal or state withholding taxes required to be paid or withheld by the Company. 


        6.    Entire Agreement. The Agreement is incorporated herein by reference. This Exercise Notice and the Agreement constitute the
entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof. This Exercise Notice and
the Agreement are governed by Delaware law except for that body of law pertaining to conflict of laws. 



	

Submitted by:	
 	

Accepted by:
	

OPTIONEE:	
 	

HealtheTech, Inc.
	

By:	
 	

	
 	

By:	
 	


	 	 	 	 	Its:	 	 
	 	 	 	 	 	 	

	Address:	 	 	 	 	 	 
	Dated:	 	 	 	Dated:	 	 
	 	 	
	 	 	 	





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EXHIBIT 10.5


HEALTHETECH, INC. 2002 DIRECTOR OPTION PLAN