EXHIBIT 10.2

CHANGE OF CONTROL AGREEMENT

This Change of Control Agreement (the "Agreement") is effective as of , 2000 (the "Effective Date"), by and
between Gary Ampulski (the "Employee"), and TAB Products Co., a Delaware corporation (the "Company").

RECITALS

A.  The
Employee has entered into an employment agreement (the "Employment Agreement") with the Company, dated as of the Effective Date, and presently serves at the
pleasure of the Board of Directors of the Company and performs significant strategic and management responsibilities necessary to the continued conduct of the Company's business and operations.

B.  The
Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its stockholders to assure that the Company
will have the continued dedication and objectivity of the Employee, notwithstanding the possibility or occurrence of a Change of Control (as defined below) of the Company.

C.  The
Board believes that it is imperative to provide the Employee with certain severance benefits upon the Employee's termination of employment under the
circumstances described herein which provide the Employee with enhanced financial security and provide sufficient incentive and encouragement to the Employee to remain with the Company following a
Change of Control.

D.  Certain
capitalized terms used in the Agreement are defined in Section 3 below.

In
consideration of the mutual covenants herein contained, and as an additional inducement to Employee to enter into the Employment Agreement, the parties agree as follows:

1.Terms of Employment. The Company and the Employee agree that the Employee's employment is at will, and that their
employment relationship may be terminated by either party at any time, with or without cause. If the Employee's employment terminates for any reason within three (3) months prior to, upon or
within twelve (12) months following a Change of Control, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement.

2.Severance Benefits. Subject to Section 2 (c) below:



1

---



The
Employee's right to receive the severance benefits described in this Subsection 2(a)(i) shall be conditioned upon the Employee's execution and delivery of a general release
of claims in a form satisfactory to the Company. Any severance payment to which the Employee is entitled pursuant to this Subsection 2(a)(i) shall be paid in a lump sum within thirty
(30) days of the Employee's Involuntary Termination.



2

---



3

---

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



4

---



4.Employee Covenant Regarding Nonsolicitation. For a period of one (1) year following termination of employment
for any reason, the Employee shall not recruit, solicit, or invite the solicitation of any employees of the Company to terminate their employment with the Company.

5.Successors.



6.Notice.



5

---



7.Miscellaneous Provisions.



6

---



IN
WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

|COMPANY  |  | TAB PRODUCTS CO.
|-------- |  | ----------------
|         |  | By:             
|         |  | Title:          
|EMPLOYEE |  | By:             

7

---