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EXHIBIT 10.25    
  


CALORIE MANAGEMENT SYSTEMS, INC.  


May 17, 1999 


Noel
Johnson 


Dear
Noel: 


        I
am pleased to offer you a position with Calorie Management Systems, Inc., formerly Mault Calorimetry, Inc. (the "Company") as its Chief Executive Officer, commencing on
May 17, 1999, subject to our satisfactory review of your references. You will receive a monthly salary of $14,583.33, which will be paid semi-monthly in accordance with the Company's normal
payroll procedures. This is an exempt position. As a Company employee, you are also eligible to receive all employee benefits offered by the Company to its other employees in similar positions. The
Company will provide you separately details of the current employee benefits. The Company retains the right to modify or change its benefits and compensation policy from time to time as it deems
necessary. 


        In
addition, it will be recommended to the Company's Board of Directors that you be issued and sold 600,000 shares of Common Stock at $.01 per share pursuant to a Restricted Stock
Purchase Agreement and 400,000 of such shares would be subject to the Company's repurchase option and would be released from such repurchase option monthly over a two year period as set forth in
detail in the Restricted Stock Purchase Agreement. 


        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. 


        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. 


        I
have enclosed our standard Employee Confidential Information and Invention Assignment Agreement. If you accept this offer, please return to me a signed copy of that agreement. As an
employee of the Company, you will be expected to abide by the Company's rules and regulations. 


        In
the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that all such disputes shall be fully and finally resolved by
binding arbitration conducted by the American Arbitration Association in Santa Clara County, California. HOWEVER, we agree that this arbitration provision shall not apply to any disputes or claims
relating to or arising out of the misuse or misappropriation of the Company's trade secrets or proprietary information. 


        To
indicate your acceptance of the Company's 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 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 Company and by you. 


        We
look forward to working with you at the Company. 



	 	 	Sincerely,	 
	

 	
 	

CALORIE MANAGEMENT SYSTEMS, INC.
	

 	
 	

By:	

/s/  DR. JAMES R. MAULT      

	 	 	Title:	President

	ACCEPTED AND AGREED TO this

27th day of May, 1999	 	 	 
	

/s/  NOEL JOHNSON      
 Noel Johnson	
 	

 	

 





	
Encs.:	
 	

Copy of Original Letter

Employee Confidential Information and Invention Assignment Agreement




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EXHIBIT 10.25