Exhibit 10.21


                            [DICTAPHONE LETTERHEAD]

November 11, 1996



Mr. Dan Hart
General Counsel
Dictaphone Corporation
3191 Broadbridge Avenue
Stratford, CT  06497

Dear Dan:

      This  letter  will set  forth  our  agreement  concerning  your  continued
employment with Dictaphone.

      As I have  expressed to you in person,  I feel  confident that we have the
management  team to move  forward  and  drive  this  business.  Recognizing  the
concerns  as  expressed  by some of the  management  team  relative to issues of
transition  should this  relationship  not develop as I  anticipate,  this is to
confirm that Stonington has agreed with my  recommendation  that, in lieu of the
normal  severance  policy,  an  "Executive  Severance  Arrangement"  including a
severance  pay  period of up to two years  salary  will be offered to you in the
event that your employment is terminated by Dictaphone for any reason other than
cause.  This severance will also be offered to you should your job be eliminated
or a substantial reduction in your responsibilities and compensation occur.

      A termination for cause will be defined as your termination resulting from
a severe breach of business  ethics,  a violation of stated company policy which
would otherwise result in your immediate termination,  your continued failure or
refusal to perform any of the material  duties or  responsibilities  (other than
failure due to a  disability  as defined in  Dictaphone's  disability  policies)
reasonably  required by Dictaphone  hereunder,  substantial  underperformance as
defined below or any act by you which could cause personal harm or embarrassment
to the reputation of the organization were it to become public.

      Substantial    underperformance    will   be   defined   as    substantial
underperformance  by you of your  duties  and  responsibilities,  except  to the
extent   that  such   substantial   underperformance   relates   to  duties  and
responsibilities  which had not been part of your job  assignment  prior to this
agreement and which substantial  underperformance is not corrected by you within
45 days of your receipt of written notice from Dictaphone.

      Under  the terms of this  "Executive  Severance  Arrangement"  you will be
offered your salary at the time of  separation  for a period of up to two years,
payable on regular pay days.  The first year of severance pay will be payable to
you in full, regardless of your employment status with any other company. At the
conclusion  of the  first  twelve  months,  if you have not  secured  employment
elsewhere,  the company will extend your severance pay on a month by month basis
for a maximum of twelve  additional  months.  This  extension,  at the company's
discretion,  will be dependent upon your reasonable efforts to secure employment

<PAGE>

as judged by your  documented job search  activities.  In addition,  you will be
eligible for outplacement services at a nationally recognized  outplacement firm
of the company's  choosing for the severance  period.  Medical,  dental and life
insurances  will be  extended  to you at the rate that you would have paid as an
active  employee  under the terms and conditions of those plans for up to twelve
months or until you have secured employment elsewhere.  You will be eligible for
COBRA  continuation  of applicable  benefits for an additional  six months for a
total coverage period of eighteen months.

      In any event, the "Executive  Severance  Arrangement"  will require you to
sign, as a condition of receiving  severance  hereunder,  an severance agreement
including a release of the company from all liability for any acts or violations
relative to any administrative  procedures and/or federal, state or local law(s)
covering  the  employment   relationship.   The  release  will  also  include  a
non-compete,  non-solicitation  of  employees,  non-disclosure  of  confidential
information  and an  agreement  to  cooperate  with the company on any legal and
otherwise reasonable business issue requiring your involvement for resolution.

      In  the  case  of  your  termination  of  employment  due  to  substantial
underperformance, in lieu of this "Executive Severance Arrangement", you will be
entitled to receive  your salary for up to one year (six months  initial  period
and six months at the company's  discretion) under the same terms and conditions
as sited above.

Sincerely,

/s/  JOHN H. DUERDEN
John H. Duerden


/s/ DAN HART                           11/11/96
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Dan Hart                               Date