FORM OF CHANGE OF CONTROL AGREEMENT

Exhibit 10.2

[Date]

[Name]

[Address]

[Address]

Re:    Change of Control Agreement

Dear [            ]:

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.

1.      Severance Benefits . If you or the Company terminates your employment at any time within the Change of Control Period, then you will be entitled to receive severance benefits as follows:

(a) Voluntary Resignation; Termination for Cause. If you terminate your employment by reason of voluntary resignation (and not by Involuntary Termination) or if you are terminated for Cause, then you will not be entitled to receive severance or other benefits.

(b) Involuntary Termination . If your employment is terminated or you terminate your employment as a result of Involuntary Termination, you will be entitled to receive the following benefits:

(i) severance pay, based upon your base compensation as of the date your employment ceases, in an amount equal to one year of base compensation plus bonus (currently 40% of base compensation) at target. Any amount payable shall be based on the regular compensation rate during the Severance Period, according to normal Company payroll practices and commencing with the month immediately after the month in which your employment so ceases;

(ii) coverage under the Company’s health, life, dental and other insurance programs for the Severance Period; and

(iii) immediate vesting of all stock options and shares of restricted stock held by you, including those granted or purchased after the date of this Letter.

(c) Disability; Death . If the Company terminates your employment as a result of your Disability (as defined below) or such employment is terminated by your death, then such termination shall be treated as if it were an Involuntary Termination, and the severance and other benefits shall be provided, in accordance with subsection (b) above.

2.      Successors . Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the obligations under this Letter and agree expressly to perform the obligations under this Letter in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Letter, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 3 or which becomes bound by the terms of this Letter by operation of law.

3.      Law Governing; Arbitration . This Letter shall be governed by and construed in accordance with the laws of the State of Colorado. Any dispute or controversy arising under or in connection with this Letter shall be settled exclusively in arbitration conducted in Colorado in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Punitive damages shall not be awarded. In any arbitration proceeding, the party determined to be the prevailing party shall be entitled to receive, in addition to any other award, its attorneys’ fees and expenses of the proceeding.

4.      Employment and Income Taxes . All payments made pursuant to this Letter will be subject to withholding of employment taxes.

By your signature below, you indicate that you agree to the terms set out in this Letter.