EXHIBIT 10.40

July 8,
2002

DeWayne
Youngberg
4235 W. 105th Place
Westminster, CO 80031

Re: Change of Control Agreement

Dear
DeWayne

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:



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

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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.

|Very truly yours,                                                                   |  |             
|----------------------------------------------------------------------------------- |  | ------------
|HEALTHETECH, INC.                                                                   |  |             
|/s/ Noel L. JohnsonName: Noel L. Johnson
Title: President & Chief Operating Officer |  |             
|ACKNOWLEDGED AND AGREED:                                                            |  |             
|/s/ DeWayne Youngberg                                                               |  |             
|Date:                                                                               |  | July 8, 2002

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EXHIBIT A

Definition of Terms.The following terms referred to in this Letter shall have the following meanings:

"Cause" means (i) any act of personal dishonesty taken by you in connection with your responsibilities as an employee and intended
to result in substantial personal enrichment; (ii) your being convicted of a felony; or (iii) a willful act by you which constitutes gross misconduct and which is injurious to the
Company.

"Change of Control"means the occurrence of any of the following events:



"Change of Control Period"means the period beginning with the date that a Change of Control has occurred (as determined by the Board of
Directors of the Company) and ending eighteen months later.

"Disability"means that you suffer from a physical or mental disability to an extent that renders it impracticable for you to
continue performing your duties hereunder. You shall be deemed to be so disabled if (i) a physician selected by the Company (and the Company will use its best efforts to coordinate such
determination by the physician with the Company's long term disability insurance carrier) advises the Company that your physical or mental condition will render you unable to perform your duties for a
period exceeding three consecutive months, or (ii) due to a physical or mental

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condition, you have not substantially performed your duties hereunder for a period of three consecutive months.

"Involuntary Termination"means (i) without your consent, your assignment to any duties or the significant reduction
of your duties, either of which is inconsistent with your position or title with the Company and responsibilities in effect immediately prior to such assignment, or your removal from such position and
responsibility, or a reduction in your title; (ii) a greater than10% reduction by the Company in your base compensation as in effect immediately prior to such reduction; provided, however, that
such reduction shall not apply if substantially all executive officers of the Company agree to a similar reduction in base compensation; (iii) a requirement to work at a new location more
distant from your principal residence than is the Company's current location in Golden, Colorado, or in any new location further than 30 miles from your principal residence, or (iv) any
purported termination of you by the Company (other than a voluntary termination initiated by the Executive) which is not effected for Disability or for Cause.

"Severance Period"means the twelve-month period following your termination of employment.

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