Chief Marketing Officer - Offer Letter - Alexander Macpherson

EXHIBIT 10.52


February 22, 2003

Sandy MacPherson

11510 Blue Grass Road Evansville, Indiana 47725-7015


Dear Sandy:


I am pleased to offer you a position with HealtheTech, Inc. (the "Company") as Vice President General Manager & Chief Marketing Officer commencing on March 17, 2003. In this position, you will receive a monthly salary of $18,750.00, which will be paid semi monthly 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, pro rated accordingly.

You will also be granted a relocation benefit consisting of the reimbursement for expenses involved with the movement of all customary and reasonable household goods.


You will report to James Dennis, President & Chief Operating Officer.


OPTION GRANT

It will be recommended to the Company's Board of Directors that you be granted an option to purchase 100,000 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.

Sandy MacPherson

February 21, 2003

Page 2


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 provide ...