0000912057-02-022134 Sample Contracts

April 5, 2002 Mr. Scott K. Meyer Erlenweg 4 D-61462 Koenigstein i. Ts., Germany Re: Change of Control Agreement Dear Scott:
Healthetech Inc • May 29th, 2002 • Surgical & medical instruments & apparatus

As we have discussed, HealtheTech, Inc. (the "Company") has agreed to extend certain benefits to you in the event your employment with the Company is terminated within eighteen months of a "Change of Control" of the Company. This letter sets out the terms of our agreement (the "Letter"). Capitalized terms are defined on Exhibit A, attached.

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ASSIGNMENT AGREEMENT
Assignment Agreement • May 29th, 2002 • Healthetech Inc • Surgical & medical instruments & apparatus • Colorado

THIS ASSIGNMENT AGREEMENT ("Agreement") is made as of May 22, 2002 (the "Effective Date") by and between HealtheTech, a corporation organized and existing under the laws of Delaware, having an office located at 523 Park Point Drive, Golden, CO 80401 ("Assignee") and Dr. James R. Mault, MD, an individual residing at 30589 Monarch Court, Evergreen, CO 80439 ("Mault").

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