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                                                                   EXHIBIT 10.12

                              EMPLOYMENT AGREEMENT

        THIS AGREEMENT ("Agreement"), dated as of March 1, 1998, is made and
entered into by and between COHR, INC., a Delaware corporation ("Company"), and
Ed Gravell, an individual ("Executive").

                                     RECITAL

        Employee is a key executive of the Company and an integral part of its
management. This Agreement is being entered into in connection with the
Company's continued employment of Executive.

                                    AGREEMENT

        NOW, THEREFORE, Company and Executive agree as follows:

        1. This Agreement shall be in effect from March 1, 1998 to and including
May 31, 1999, unless renewed or terminated earlier as provided herein. The term
of this Agreement will automatically extend for additional one (1) year periods,
unless a written notice of non-renewal is given by either party not less than
thirty (30) days prior to the expiration date provided in the preceding
sentence. Executive is and will continue to be employed by Company in the
position held by Executive as of the effective date of this Agreement and
pursuant to its terms. Executive's job description as of the effective date
hereof is attached hereto as Exhibit A. During his employment hereunder,
Executive shall continue to devote all of his attention and business during
normal business hours to the performance of this Agreement and shall, without
the Company's prior written consent in each instance, refrain from rendering
services of any kind to others for compensation or which would materially
interfere with the performance with his duties under this Agreement.



        2.

                a. Company shall pay a base salary to Executive for the term
                hereof at the minimum rate of One Hundred Sixty Thousand Dollars
                ($160,000) per year, payable in semi-monthly installments.
                Between March 1, 1998 and June 30, 1998, Executive agrees to
                defer payment of Ten Thousand Dollars ($10,000.00) in base
                salary. On July 1, 1998, Company shall pay Executive said
                $10,000.00 in one lump sum.

                b. In addition to his base salary, Executive may be eligible, to
                be considered for an annual bonus based on such criteria as may
                be agreed upon by the parties hereto.

                c. All compensation provided pursuant to this Paragraph 2 shall
                be subject to customary income tax withholding and such other
                employee deductions as are required by law with respect to
                compensation paid to an employee.

                d. In addition to the base compensation and bonus provided in
                this Agreement, Executive shall throughout the term hereof
                (prior to death) be entitled 


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                to and shall receive all other benefits generally available to
                other executives of the Company of the same level and length of
                service as Executive. Executive shall be entitled to paid
                vacation in accordance with the policy of the Company generally
                applicable to other executives of Company with similar length of
                service.

        3. Company and Executive have agreed that concurrently with the payment
to Executive of any compensation upon termination of employment as provided in
Section 5 hereinbelow, and as a material part of the consideration for making
such payments, Company and Executive shall execute and deliver to each other a
complete mutual release and discharge of any and all rights, claims, actions and
right to arbitration which Executive or the Company, their respective successors
and assigns, have against each other arising out of Executive's employment or
the termination of Executive's employment; provided however that the Company is
not releasing, and shall not release, Executive from any rights, claims or
actions arising from any act or omission which would have constituted grounds
for termination of this Agreement if then known by the Company and, provided
further, that neither party is releasing, nor shall release, the other party
from any rights, claims or actions arising out of or related to the Exclusivity
Agreement (as defined in Paragraph 8 hereinbelow).

        4. Executive's employment may be terminated before May 31, 1999 in the
event one of the following occurs during the term of this Agreement or any
extension thereof:

                a. Executive is given written notice of the termination of this
                Agreement and Executive's employment, other than for cause (as
                defined hereinbelow);

                b. Executive is permanently relocated without his consent to
                outside of the greater Los Angeles area and Executive resigns
                within three (3) months of notification of such relocation;

                c. Executive's responsibilities and salary are materially
                reduced and Executive resigns within three (3) months of such
                reduction;

                d. Executive voluntarily resigns his employment; or

                e. Executive is terminated for cause.

        For purposes of this Paragraph 4 and Paragraph 6 hereinbelow, a
termination "for cause" occurs if Executive is terminated for any of the
following reasons: (i) theft, dishonesty, or falsification of any employment or
Company records; (ii) knowing and improper disclosure of Company's confidential
or proprietary information; (iii) any act or failure to act by Executive which
has a material detrimental effect on Company's reputation or business, is beyond
the course and scope of the Executive's duties, is not in the best interests of
the Company or is a breach of the Executive's fiduciary duties to Company,
unless Executive's act or failure to act is compelled by applicable statute or
regulation; (iv) Executive commits an act or becomes involved in any situation
or occurrence degrading to Executive in society or bringing Executive into
public disrepute, contempt, scandal or ridicule; (v) habitual neglect of duties
or wanton negligence by Executive in the performance of duties; (vi) violation
of (A) a material Company policy or procedure or (B) any law or regulation
(except for minor offenses unrelated to work or qualifications for work, such as
traffic or parking violations or like matters); (vii) material 


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wrongdoing or misconduct; or (viii) any material breach of this Agreement which
breach is not cured within thirty (30) days following receipt by Executive of
written notice of such breach from Company.

        5. Subject to Paragraphs 3 and 6 hereof, Executive shall receive the
following compensation and benefits if his employment terminates pursuant to
Paragraph 3(a)(b) or (c) above:

                a. Executive shall be paid thirteen (13) months base salary at
                the rate of $160,000 per year, or the base pay rate in effect at
                the time of termination, whichever is the greater; payable
                monthly in thirteen (13) equal payments commencing on the first
                day of each month following the effective date of such
                termination or resignation. Such payments shall be subject to
                Federal and State Income Tax withholding, social security and
                SDI withholding, and such other employee deductions as are
                required by federal, state or local law or authorized in writing
                by the Executive. The amount of continued base salary provided
                for in this paragraph shall not be reduced, offset or subject to
                recovery by reason of any compensation earned by executive with
                a subsequent employer or from self employment.

                b. During the same thirteen (13) month period, the Company shall
                also continue at its expense, Executive's medical/dental
                insurance coverage at the same coverage level in effect at the
                time of such termination or resignation. Should Executive be
                provided dental coverage or PPO or PPO-equivalent health
                coverage by a subsequent employer, the dental coverage or
                medical insurance coverage provided at Company's expense (i.e.,
                whichever is so provided by the subsequent employer) shall be
                terminated.

        In addition, in the event Executive in accordance with Company policy is
entitled at the time of his termination to the use of a Company leased
automobile (or, as the case may be, to receive an automobile allowance),
Executive shall retain the right to use such automobile (or, as the case may be,
to receive an automobile allowance) for one month after the date of termination
of this Agreement, provided Executive shall be responsible for any damage to
said leased automobile occurring during said leased one month period of time
which is not covered by insurance. At the end of such one month period,
Executive shall return such leased automobile to Company at Company's principal
executive offices.

        6. Neither Company nor its successor in interest shall be required to
make any payments under Paragraph 5 above in the event Executive is terminated
for cause, retires, or voluntary resigns. Such payments shall be made to
Executive's estate in accordance with Paragraph 5 in the event Executive dies or
to Executive in the event Executive becomes disabled as disability is defined in
the next sentence. For the purposes of this Agreement, "disability" shall mean
if at the end of any calendar month, Executive is and has, for three (3) full
consecutive months out of any twelve (12) month period continuously been unable
due to mental of physical illness or injury to perform his duties under this
Agreement in his normal or regular manner.


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        7. Except as required for the purposes of proxy disclosure, NASDAQ rules
or applicable laws or regulations, the parties each represent and agree that
they will keep the terms, contents and existence of this Agreement completely
confidential, and will not hereafter disclose any information concerning this
Agreement, including any negotiations leading to this Agreement, to anyone
except as required by law or to individuals who reasonably must be informed of
its terms and who will be advised of and bound by this confidentiality clause.
Notwithstanding the foregoing, either party may disclose this Agreement or its
terms or contents in any arbitration pursuant to Paragraph 14 hereof. Any
failure by any party, their attorneys, agents or representatives to maintain the
confidentiality of the negotiations leading to this Agreement or the fact of, or
the terms of this Agreement shall constitute a material breach of this
Agreement.

        8. Executive acknowledges that he is a fiduciary of the Company and as
such is subject to duties to the Company, its Board of Directors and
Stockholders, including but not limited to the obligation to discharge his
duties (1) in good faith, (2) with the care of an ordinarily prudent person in a
like position would exercise under similar circumstances, and (3) in a manner he
reasonably believes to be in the best interests of the corporation. Consistent
with this fiduciary duty, and not by way of limitation in this regard, Executive
agrees to cooperate with and/or assist the Company's Board of Directors and its
consultants or advisors in exploring, preparing for or implementing such
strategic alternatives (including assisting with a possible sale of all or a
portion of the Company) as the Board may determine to pursue.

        9. The Company and Executive acknowledge a letter form of agreement,
dated February 20, 1998 (the "Exclusivity Agreement"), amongst WellSpring
Capital Management, LLC, a Delaware limited partnership ("WellSpring"), and
Executive and other current members of Company management. A copy of the
Exclusivity Agreement is attached hereto as Exhibit C. Executive agrees the
Exclusivity Agreement will not interfere with his ability or willingness to
discharge his responsibilities as an employee and executive officer of the
Company, regardless of whether the Company is sold or not. Further, Executive
agrees to fully cooperate with the Company's Board of Directors, its counsel and
financial advisers in dealing with such persons interested in submitting a
proposal to acquire the Company as the Board of Directors or President may so
direct. In entering into this Agreement, neither party to this Agreement waives
any rights or claims it may have with respect to the other by virtue of the
Exclusivity Agreement.

        10. Executive and Company agree that Executive's employment with Company
creates a relationship of confidence and trust between the Company and Executive
with respect to any information: (a) applicable to the business of the Company,
or (b) applicable to the business of any client or customer of the Company,
which may be made known to Executive by the Company or by any client of the
Company, or learned by Executive in such context during the period of
Executive's employment. All of such information has commercial value in the
business in which Company is engaged and is hereinafter referred to as
"Proprietary Information." Executive and the Company agree that all Proprietary
Information is the sole property of the Company, its assigns and its customers;
the Company, its assigns and its customers shall be the sole owner of all
patents, copyrights, trade secrets and other rights in connection therewith.
Executive hereby assigns to the Company any rights he may have or acquire in
such Proprietary Information. At all times, both during Executive's employment
by the Company and after its termination, Executive will keep in confidence and
trust all 


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Proprietary Information and will not use or disclose any Proprietary Information
or anything directly relating to it without the written consent of the Company,
except as may be necessary in the ordinary course of performing Executive's
duties as an employee of the Company. Notwithstanding the foregoing, it is
understood that at all such times, Executive is free to use information which is
generally known in the trade industry not as a result of a breach of this
Agreement and Executive's own skill, knowledge, know-how and experience to
whatever extent and whatever way Executive may wish.

        11. Executive acknowledges that as an executive of the Company, he has
been instrumental in the business of the Company and its success. Accordingly,
Executive agrees that until the effective date of termination of his employment
hereunder he will not, directly or indirectly, within the following California
counties: Alameda, Fresno, Los Angeles, Orange, Riverside, San Bernardino,
Ventura, Santa Barbara and San Joaquin, or any other location in the State of
California or the United States where the Company is transacting business either
during the term of this Agreement or at the effective date of the termination or
expiration of Executive's employment hereunder, as the case may be, engage or
participate or make financial investments in or become employed by or render
advisory or other services to or for any person, firm or corporation or, in
connection with any business activity other than that of the Company and its
subsidiary or affiliated companies, directly or indirectly in competition with
any of the business operation or activities of the Company and its subsidiary or
affiliated companies, whether such companies are presently existing or hereafter
acquired or formed. Nothing herein contained however, shall restrict Executive
from making any investments in any company whose stock is listed on the National
Securities Exchange or actively traded in the over-the-counter market, so long
as such investment does not give him the right to control or influence the
policy decisions of any such business or enterprise which is or might be
directly or indirectly in competition with any of the business operations or
activities of the Company or any of its subsidiary of affiliated companies.

        12. For a period of one (1) year from and after the effective date of
termination or expiration of Executive's employment with Company, whether
pursuant to the terms of this Agreement or otherwise, Executive shall not:

                a. Directly or indirectly solicit any executive or managerial
                employee of Company to discontinue working for or representing
                Company for the purpose of working for or representing any
                subsequent employer of Executive which is a competitor of
                Company;

                b. Directly or indirectly solicit any person, firm or
                corporation who or which at any time during the term hereof was
                a customer of the Company to become a customer of a competitor
                of the Company for the same or similar products or services it
                purchased from the Company; or

                c. Authorize or knowingly approve the taking of such actions as
                described in (a) or (b) hereof by other persons on behalf of any
                such competitor or assist any such person, firm or corporation
                in taking such action.


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        13. Executive acknowledges that he has been advised to seek an attorney
for advice regarding the effect of this Agreement prior to signing it.

        14. If any claim is brought under this Agreement, or any dispute of any
nature whatsoever arises regarding the termination of this Agreement or the
termination of Executive's employment, the Company and Executive agree that such
claim or dispute shall be resolved in an arbitration proceeding conducted under
the auspices of the American Arbitration Association, Los Angeles, California
and in accordance with its Employment Dispute Resolution rules. The arbitrator
agreed to under such rules shall be empowered to resolve the dispute through
consideration of the facts, the terms of this Agreement, and any statute, law,
regulation, or defense asserted by either party. The arbitrator shall be
experienced in employment law and his/her decision shall be in writing and
contain findings of fact and conclusions of law. If so authorized by the
arbitrator, the prevailing party shall be entitled to recover from the
non-prevailing party such damages as the arbitrator determines appropriate based
upon the legal theories asserted by either party in such arbitration and
reasonable expenses, including without limitation reasonable attorneys' fees.

        15. If any of the above provisions are found null, void, or inoperative,
for any reason, the remaining provisions will remain in full force and effect.

        16. This Agreement may be executed by facsimile and in identical
counterparts. The Agreement will be binding on the parties once it has been
fully executed. Thereafter, the parties will exchange hard copies and all the
counterparts together shall constitute a single agreement, and it shall not be
necessary to introduce more than one fully executed counterpart to enforce this
Agreement.

        17. Any notice to the Company required or permitted hereunder shall be
given in writing to the secretary of Company either by personal service or by
registered mail postage prepaid addressed to Company at its then principal place
of business. Any such notice to Executive shall be given in like manner and mail
shall be addressed to the Executive at his home address then shown in the files
of Company. Notice mailed as provided hereinabove will be deemed received three
(3) business days after the notice is deposited in the United States mail,
postage prepaid.

        18. This Agreement may be extended for an additional period and subject
to additional or different terms by written agreement of the parties.

        IN WITNESS WHEREOF, the undersigned have executed this Employment
Agreement as of the date above written.

"Company"                                     "Executive"

COHR, INC.



By:_______________________________            _____________________________
        Stephen W. Gamble, Interim CEO        Ed Gravell


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                                    EXHIBIT A

                       [Attach Executive Job Description]


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