0000912057-02-030297 Sample Contracts

July 8, 2002 DeWayne Youngberg 4235 W. 105th Place Westminster, CO 80031 Re: Change of Control Agreement Dear DeWayne
Healthetech Inc • August 7th, 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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