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Exhibit 10.47    
  


November 15
2002 


James
W. Dennis

48 Bantala Place

Castle Rock, CO 80104 


Dear
Jim: 


Pending
formal Board approval and on behalf of Jim Mault, I am pleased to offer you a position with HealtheTech, Inc. (the "Company") as President and Chief Operating Officer commencing on
November 18, 2002. In this position, you will receive a monthly salary of $19,167.00, which will be paid bi-weekly in accordance with the Company's normal payroll procedures. This
is an exempt position and is located in our Golden, Colorado office. As a Company employee, you will also be eligible to receive all employee benefits offered by the Company to its other employees in
similar positions. Presently, these benefits include health, dental and vision insurance, a 401(k) Plan and annual vacation. The Company retains the right to modify or change its benefits and
compensation policy from time to time, as it deems necessary. 


You
will participate, in the company's formal bonus program. Your target bonus will be 40% of your annual salary based on achievement against company goals. 


The
company has committed to grant you a formal Employment Agreement, pending Board approval. 


You
will report to Jim Mault, Chairman and CEO. 


OPTION GRANT  


It
will be recommended to the Company's Board of Directors that you be granted an option to purchase 500,000 shares of Common Stock pursuant to the Company's Amended and Restated 2002 Stock Plan. This
grant is subject to Board approval and shall vest in accordance with the Amended and Restated 2002 Stock Plan. A copy of this Plan is attached for your reference. 


AT WILL EMPLOYMENT  


You
should be aware that your employment with the Company is for no specified period and constitutes at will employment. As a result, you are free to resign at any time, for any reason or for no
reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause. 


REQUIRED DOCUMENTATION  


For
purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation
must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated. 


CONFIDENTIAL INFORMATION  


I
have enclosed our standard Employee Confidential Information and Invention Assignment Agreement. If you accept this offer, please simultaneously return to me a signed copy of that agreement. As an
employee of the Company, you will be expected to abide by all the Company's rules, regulations, policies and procedures. A copy of the Company's Employee Handbook will be provided to you that reflects
guidelines for HealtheTech employees. 


To
indicate your acceptance of this offer, please sign and date this letter in the space provided below and return it to me. A duplicate original is enclosed for your records. This letter, along with
the agreement relating to confidentiality and proprietary rights between you and the Company, set forth 





 




the terms of your employment with the Company and supersede any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement,
signed by the undersigned Company Representative and by you. 


This
offer of employment will expire ten (10) calendar days from the date of this letter unless extended in writing by the undersigned, or accepted by you in writing, prior to expiration. 


We
look forward to working with you at the Company. 


Sincerely,



/s/  MICHAEL E. JAROCH      


Michael
E. Jaroch
 Vice President, Human Resources





Accepted
and agreed to this 18th day of November, 2002, by: 



	Signature:	 	/s/  JAMES W. DENNIS      
 James W. Dennis	 	 





Enclosures:

Duplication offer letter;

Employee Confidential Information and Invention Assignment Agreement; and

HealtheTech Amended and Restated 2002 Stock Plan 


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Exhibit 10.47