<PAGE>
                                                                   EXHIBIT 10.28



           CHANGE IN CONTROL, INVENTION, CONFIDENTIALITY, NON-COMPETE
                         AND NON-SOLICITATION AGREEMENT


This Change in Control, Invention, Confidentiality, Non-Compete and
Non-Solicitation Agreement (the "Agreement") is entered into as of January 11,
2002 between Somanetics Corporation, a Michigan corporation (the "Company"), and
Richard S. Scheuing ("Employee").

                                    RECITALS

         A. Employee is currently the Company's Vice President of Research and
Development, and is a key technical employee of the Company.

         B. The Company and Employee desire to ensure a smooth transition of
technology to any new controlling entity upon a change in control, to provide an
incentive to Employee to cooperate in transferring knowledge and technology to
any new controlling entity after a change in control and to protect the
Company's technology, proprietary information and personnel.

         Therefore, the Company and Employee agree as follows:

1.       Change in Control -- Stay With Successor Bonus.

         1.1. Right to Receive Bonus. Employee shall receive the bonus described
         in Section 1.2 if (1) a "Change in Control" (as defined in Section 1.3)
         occurs during the "Period" (as defined in Section 1.5), and (2) either
         (A) Employee remains employed by the successor to the Company's
         business in the Change in Control transaction (the "Successor") or one
         of its affiliates for at least three months after the Change in Control
         occurs, or (B) the Successor or one of its affiliates employs Employee
         after the Change in Control and at any time during the three months
         after the Change in Control, Employee terminates his employment with
         the Successor for "Good Reason" (as defined in Section 1.6) or the
         Successor terminates his employment without "Cause" (as defined in
         Section 1.7).

         1.2.     Bonus.

                  1.2.1. Amount and Payment. If Employee is entitled to the
                  bonus under Section 1.1, the Company shall pay Employee an
                  amount equal to six months of Employee's base salary at the
                  rate in effect immediately before the Change in Control. This
                  bonus shall be paid to Employee in an undiscounted lump sum
                  within 10 business days after the date all of the conditions
                  to receiving the bonus, described in Section 1.1, are met. The
                  Company may withhold from such payment all federal, state,
                  city and other taxes to the extent such taxes are required to
                  be withheld by applicable law.
<PAGE>

                  1.2.2. Golden Parachute Limitation. Notwithstanding anything
                  in this Section 1.2 to the contrary, the total amount of all
                  payments of cash or property in the nature of compensation
                  contingent on a change in the ownership or effective control
                  of the Company or in the ownership of a substantial portion of
                  the Company's assets, including, without limitation, the
                  benefits provided pursuant to this Section 1.2 and payments
                  relating to any stock options or restricted stock that vest as
                  a result of a Change in Control, shall not exceed the maximum
                  amount that may be paid to Employee and not be deemed a
                  "parachute payment" resulting in an excise tax to Employee and
                  a loss of compensation deduction to the Company, all within
                  the meaning of Section 280G of the Internal Revenue Code of
                  1986, as amended, or any successor provision. If the bonus
                  otherwise provided pursuant to this Section 1.2 would result
                  in Employee receiving such a "parachute payment", it shall be
                  reduced until the aggregate of all such payments is $1.00 less
                  than the amount that would result in Employee receiving such a
                  "parachute payment".

         1.3. "Change in Control". For purposes of this Agreement, a "Change in
         Control" occurs on the first day any one or more of the following
         occurs:

                  1.3.1. Merger of Consolidation - Not Survivor. The Company
                  consolidates with or merges into any other corporation or
                  other entity, other than an "Excluded Person" (as defined in
                  Section 1.4), and is not the continuing or surviving entity of
                  such consolidation or merger;

                  1.3.2. Merger of Consolidation - Survivor. The Company permits
                  any other corporation or other entity, other than an "Excluded
                  Person" (as defined in Section 1.4), to consolidate with or
                  merge into the Company and the Company is the continuing or
                  surviving entity but, in connection with such consolidation or
                  merger, the Company's common shares, par value $0.01 per share
                  ("Common Shares"), are changed into or exchanged for stock or
                  other securities or any other corporation or other entity or
                  cash or any other assets;

                  1.3.3. Asset Sale. The Company transfers all or substantially
                  all of its properties and assets to any other corporation or
                  other person or entity, other than an "Excluded Person" (as
                  defined in Section 1.4);

                  1.3.4. Dissolution or Liquidation. The Company dissolves or
                  liquidates, except after a transfer of all or substantially
                  all of its properties and assets to an "Excluded Person" (as
                  defined in Section 1.4);

                  1.3.5. Reorganization or Reclassification. The Company effects
                  a capital reorganization or reclassification in such a way
                  that holders of Common Shares shall be entitled to receive
                  securities of a third party (other than an "Excluded Person"
                  (as defined in Section 1.4)), cash or other assets with
                  respect to or in exchange for the Common Shares; or

                  1.3.6. Stock Acquisition. The acquisition by any person,
                  entity or group (as defined pursuant to Section 13(d) of the
                  Securities Exchange Act of 1934, as


                                       2

<PAGE>

                  amended (the "Exchange Act")), other than an "Excluded Person"
                  (as defined in Section 1.4), of 51% or more of the Company's
                  outstanding voting securities.

         1.4. "Excluded Persons". For purposes of this Agreement, the "Excluded
         Persons" are (1) Employee, (2) any "group" (as that term is used in
         Section 13(d) of the Exchange Act and the rules under the Exchange Act)
         that includes Employee or in which Employee is, or has agreed to
         become, an equity participant, (3) any entity in which Employee is, or
         has agreed to become, an equity participant, (4) the Company, (5) any
         present or future subsidiary of the Company, (6) any entity in which
         (A) substantially all of the Company's shareholders directly or
         indirectly own 50% or more of the equity interests in substantially the
         same proportions as they own their Common Shares immediately before the
         Change in Control, (B) at least a majority of the Board of Directors or
         similar governing body consists of directors of the Company in office
         immediately before the Change in Control, and (C) no individual, entity
         or group owns 20% or more of the equity interests of the entity who did
         not own such equity interests in the Company immediately before the
         Change in Control, (7) any employee benefit plan of the Company or any
         subsidiary of the Company or the related trust, and (8) any entity to
         the extent it is holding capital stock of the Company for or pursuant
         to the terms of any employee benefit plan of the Company or any
         subsidiary of the Company. For purposes of this Agreement, Employee
         shall not be deemed an "equity participant" in any group or entity (1)
         in which Employee owns for investment purposes only no more than 3% of
         the stock of a publicly-traded entity whose stock is either listed on a
         national stock exchange or quoted in The Nasdaq National Market, if
         Employee is not otherwise affiliated with such group or entity, or (2)
         if Employee's participation is fully-disclosed to, and approved by, the
         Company's Board of Directors before the Change in Control occurs.

         1.5. "Period". For purposes of this Agreement, the "Period" will begin
         on the date of this Agreement and end on the first to occur of (1)
         Employee's death, (2) Employee's "Disability" (as defined in Section
         1.6), (3) the termination of Employee's employment (voluntarily or
         involuntarily and with or without good reason or cause) if such
         termination occurs before a Change in Control, and (4) three years
         after the date of this Agreement. Notwithstanding the foregoing, (1) if
         Employee becomes entitled to the bonus under Section 1.1, the
         provisions of this Section 1 will continue until Employee is paid the
         bonus pursuant to this Section 1, and (2) the other provisions of this
         Agreement are not limited by the Period and will survive the end of the
         Period.

         1.6. "Good Reason". Termination of Employee's employment for "Good
         Reason" means Employee's voluntary termination of employment with the
         Successor after a Change in Control as a result of any substantial
         decrease by the Successor (without Employee's consent) in Employee's
         annual salary rate from Employee's annual salary rate immediately
         before such Change in Control. "Good Reason" will not include
         Employee's death, "Disability" (as defined below) or "Retirement" (as
         defined below), or Employee's resignation other than as provided in the
         preceding sentence.

         For purposes of this Agreement, (1) "Disability" means (A) if Employee
         is covered by a Company-, Successor- or affiliate-provided disability
         insurance policy, the definition of disability contained in, and
         entitling Employee to benefits under, that policy, or (B) if




                                       3

<PAGE>

         Employee is not covered by such a policy, Employee's inability, whether
         physical or mental, to perform the normal duties of his position for
         six consecutive months; and (2) "Retirement" means Employee's
         retirement from the Successor in accordance with the Successor's normal
         policies.

         1.7. Without "Cause". The Successor's termination of Employee's
         employment without "Cause" means a termination other than for (1)
         Employee's continued failure (after notice and at least 30 days to cure
         such failure) to make a good faith effort to perform Employee's
         employment duties, including cooperating in transferring to the
         Successor the knowledge and technology that was transferred to the
         Successor in the Change in Control and that is in Employee's
         possession; (2) any breach by Employee of the provisions of Section 2,
         or (3) Employee's conviction of a felony involving dishonesty or fraud.

2. Invention, Confidentiality, Non-Competition, and Non-Solicitation. In
consideration of both Employee's initial and continued employment with the
"Company", of the consideration paid to Employee in connection with his
employment with the Company and of the positions that Employee now holds or may
in the future hold, which may include having access to, or learning information
concerning, the business activities of the Company and acquiring confidential or
otherwise proprietary facts and information concerning technological and other
activities of the Company, including its ongoing or prospective research and/or
development plans or activities, Employee agrees to the provisions of this
Section 2.

         2.1. Inventions.

                  2.1.1. Company Ownership. Any and all improvements,
                  discoveries, innovations, inventions, conceptions and/or
                  reductions to practice, "Confidential Information" (as defined
                  in Section 2.2.2), problem solutions and, in general, all
                  technological conceptions and developments, whether patentable
                  or not, (collectively referred to in this Agreement as
                  "Inventions") which Employee makes or comes to know of, either
                  alone or with others, during the term of Employee's employment
                  or other association with the Company, and relating in any way
                  to the business interests or business activities of the
                  Company, whether past or present or future, or relating to its
                  technological or product research and/or development programs,
                  are understood and agreed to be, and are by this Agreement
                  expressly made to be, the exclusive property of the Company.

                  2.1.2. Disclosure to the Company. Employee shall disclose
                  promptly and fully to the Company and to its attorneys all
                  Inventions, and Employee shall, when requested to do so either
                  before or after the termination of Employee's employment with
                  the Company, formally assign and convey to the Company
                  Employee's entire right, title and interest in and to all
                  Inventions; Employee shall assist the Company and its agents
                  in preparing patent applications, both United States and
                  foreign, covering any Invention; Employee shall promptly
                  review, execute and deliver all said applications and
                  assignments of the same to the Company, and shall, as promptly
                  as reasonably possible, generally give all information and
                  testimony, sign all papers and do all things which may be



                                       4

<PAGE>

                  reasonably needed or requested by the Company, to the end that
                  the Company may obtain, extend, reissue, maintain and enforce
                  United States and foreign patents covering said Inventions.

                  2.1.3. Company Expenses. It is and shall be the sole
                  responsibility of the Company to bear all expenses incurred in
                  obtaining, extending, reissuing, maintaining and enforcing the
                  aforementioned patents and in vesting and perfecting title
                  thereto in the Company and also to pay all reasonable expenses
                  which Employee incurs at the Company's request.

         2.2.     Confidentiality.

                  2.2.1. Obligation to Keep Confidential. Except as authorized
                  in writing by the Company, Employee shall not at any time,
                  either prior to, during or after my association with the
                  Company, disseminate, disclose or otherwise appropriate,
                  directly or indirectly, any Confidential Information of the
                  Company of which Employee gains knowledge prior to, during or
                  after termination of such employment, and Employee shall
                  retain all such information in trust in a fiduciary capacity
                  for the sole use and benefit of the Company. Employee
                  acknowledges that the Confidential Information of the Company
                  is valuable, special and unique to its business, that on such
                  Confidential Information the Company's business depends, that
                  such Confidential Information is proprietary to the Company,
                  and that the Company wishes to protect such Confidential
                  Information by keeping it secret and confidential for the sole
                  use and benefit of the Company. Employee shall take all steps
                  necessary, and all steps reasonably requested by the Company,
                  to ensure that all such Confidential information is kept
                  secret and confidential for the sole use and benefit of the
                  Company.

                  2.2.2. "Confidential Information". Confidential Information of
                  the Company means information known or apprehended by the
                  Company and/or developed by or for the Company, by any person,
                  including Employee, which is not otherwise explicitly,
                  consciously, properly, legally and generally known in any
                  industry in which the Company is or may become engaged.
                  Confidential Information includes, but is not limited to, such
                  information, whether now possessed or hereafter obtained,
                  concerning plans, marketing and sales methods, materials,
                  processes, procedures or devices utilized or considered by the
                  Company, or by consultants, technicians, employees, or medical
                  clinics or other medical organizations with which the Company
                  deals (or organizations or other entities or persons
                  associated with such medical clinics or other medical
                  organizations), or by contractors, representatives and
                  customers of the Company, plans for development of new
                  products, services and expansion into new areas or markets,
                  internal operations, trade secrets, Inventions, patent
                  applications, trade names, trademarks, service marks,
                  copyrights, proprietary information and other confidential
                  information of any type, together with all written, graphic,
                  and other materials relating to all or any part of the same
                  (collectively, "Confidential Information").


                                       5
<PAGE>

                  2.2.3. Property of the Company. All records and other
                  materials pertaining to the Confidential Information, whether
                  developed by Employee or not, shall be and remain the
                  exclusive property of the Company. Upon termination of
                  Employee's association with the Company or at any other time
                  the Company may in writing so request, Employee shall promptly
                  deliver to the Company all materials concerning any Invention
                  or Confidential Information, copies thereof and any other
                  materials of the Company which are in Employee's possession or
                  control, and Employee shall not make or retain any copy or
                  extract thereof.

         2.3. Non-Compete. During the term of Employee's employment with the
         Company and for a period of one year following the termination of
         Employee's employment with the Company (voluntarily or involuntarily
         and with or without good reason or cause), Employee shall not, directly
         or indirectly, himself, or through or for any individual, person or
         entity wherever located:

                  2.3.1. Competing Activities. Engage in any activities, perform
                  any services in connection with any products, or sell any
                  products, which are similar to the activities or services
                  performed by, or products sold by, the Company during the term
                  of Employee's employment with the Company; or

                  2.3.2. Employee or Owner of Competitor. Be employed by,
                  consult with, own any capital stock of, or have any financial
                  interest of any kind in, any individual, person or entity,
                  wherever located, which conducts a business reasonably similar
                  to the Company's business; provided that Employee may own, for
                  investment purposes only, up to 3% of the stock of any
                  publicly traded business whose stock is either listed on a
                  national stock exchange or on The Nasdaq National Market, if
                  Employee is not otherwise affiliated with such business; or

                  2.3.3. Solicit Customers. Solicit any entity that, to
                  Employee's knowledge, was a customer of the Company within the
                  year before that date Employee's employment with the Company
                  terminates to perform services or supply products for such
                  customer of a similar nature to those services performed or
                  products provided by the Company to such customer during the
                  terms of such employment.

         2.4. Non-Solicitation. During the term of Employee's employment with
         the Company and for a period of five years following the termination of
         Employee's employment with the Company (voluntarily or involuntarily
         and with or without good reason or cause), Employee shall not, directly
         or indirectly, himself, or through or for any individual, person or
         entity wherever located (1) solicit or attempt to hire any person who
         is then employed by, or is a consultant to, the Company or who, to
         Employee's knowledge, was employed by, or was a consultant to, the
         Company at any time during the year before the termination of
         Employee's employment with the Company, or (2) encourage any such
         person to terminate his or her employment or consultation with the
         Company.

         2.5. Equitable Remedies. Sections 2.1, 2.2, 2.3, and 2.4 are intended,
         among other things, to protect the Confidential Information described
         in Section 2.2.2 and the Company's technology, proprietary information
         and personnel, and Employee


                                       6

<PAGE>

         acknowledges and agrees that the covenants and undertakings contained
         in this Section 2 relate to matters which are of a special, unique and
         extraordinary character, and a violation or any of their terms will
         cause irreparable injury to the Company, the amount of which will be
         extremely difficult, if not impossible, to estimate or determine and
         which cannot be adequately compensated by monetary damages alone.
         Therefore, Employee agrees that if he breaches or threatens to breach
         any of those sections, in addition to any other rights and remedies
         which may be available to the Company under this Agreement, under the
         applicable law or at law or equity, the Company shall be entitled, as a
         matter of course, to obtain an injunction, restraining order, or other
         equitable relief from any court of competent jurisdiction, restraining
         any violation or threatened violation of any such terms by Employee
         and/or by such other persons and entities as the court shall order.

         2.6. Company's Right to Adapt and Develop. It is understood and agreed
         that the Company shall have the royalty-free, worldwide, assignable
         right to use, or to adapt and to develop in any way, all inventions
         conceived or made by Employee, whether or not patentable, including,
         but not limited to, processes, methods, formulae, and techniques, as
         well as improvements thereof or know-how related thereto, or not to use
         them at all should the Company so choose.

3. Representation. Employee represents and warrants that his performance of this
Agreement does not and will not breach any agreement or duty that Employee has
to anyone else to keep in confidence confidential information belonging to
others.

4. Survival. Notwithstanding anything in this Agreement to the contrary, the
provisions of this Agreement shall survive the termination of Employee's
employment or other association with the Company, shall be fully effective
thereafter, and shall be binding upon Employee and upon his heirs, executors,
administrators and other legal representatives.

5. Employment Status. Nothing in this Agreement changes the present status of
Employee's continued employment with the Company or otherwise affects Employee's
present employment status with the Company, which shall remain employment "at
will".

6. Modification. This Agreement is the complete agreement between the parties
and may be modified only by a written instrument executed by Employee and the
Company.

7. Governing Law; Choice of Forum. The laws of the State of Michigan shall
govern this Agreement, its construction, and the determination of any rights,
duties or remedies of the parties arising out of or relating to this Agreement.
The parties acknowledge that the United States District Court for the Eastern
District of Michigan or the Michigan Circuit Court for the County of Oakland
shall have exclusive jurisdiction over any case or controversy arising out of or
relating to this Agreement and that all litigation arising out of or relating to
this Agreement shall be commenced in the United States District Court for the
Eastern District of Michigan or in the Oakland County (Michigan) Circuit Court.

8. Severability. The provisions of this Agreement will be deemed severable, and
if one or more of the provisions contained in the Agreement shall, for any
reason, be held invalid, illegal


                                       7

<PAGE>

or unenforceable in any respect, (1) such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement, but
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision has never been contained in this Agreement, and (2) such provisions
may be changed to the extent reasonably necessary to make the provision, as so
changed, legal, valid and binding. If, moreover, any one or more of the
provisions contained in this Agreement shall for any reason be held to be
excessively broad as to time, duration, geographical scope, activity or subject,
it shall be construed by limiting and reducing it so as to be enforceable to the
extent compatible with the applicable law as it shall then appear.

9. No Waiver. No waiver of any breach of any agreement or provision contained in
this Agreement shall be deemed a waiver of any preceding or succeeding breach of
such agreement or provision or of any other agreement or provision contained in
this Agreement. No extension of time for performance of any obligation or acts
shall be deemed an extension of time for the performance of any other obligation
or act.

10. Successor Obligations. This Agreement will be binding upon and inure to the
benefit of the Company and its successors and assigns. This Agreement will be
binding upon Employee and will inure to Employee's benefit, but Employee may not
assign this Agreement or delegate any of his rights or obligations under this
Agreement.

         IN WITNESS WHEREOF, the Company and Employee have signed this Agreement
as of the date set forth in the introductory paragraph of this Agreement.



                          SOMANETICS CORPORATION


                          By:      /s/ Bruce J. Barrett
                               -----------------------------------------------
                                   Bruce J. Barrett
                                   Its:  President and Chief Executive Officer


                                   /s/ Richard S. Scheuing
                          ----------------------------------------------------
                                   Richard S. Scheuing



                                       8