Exhibit 10.17
                                                                   -------------


                       John H. Duerden                  Dictaphone Corporation
                       Chairman and                     3191 Broadbridge Avenue
                       Chief Executive Officer          Stratford, CT 06497-2559

                                                        phone 203.381.7308
                                                        fax 203.381.7494

[DICTAPHONE LOGO]






                                   July 9, 1997


Mr. Joseph D. Skrzypczak
Vice President and Chief Financial Officer
Dictaphone Corporation
3191 Broadbridge Avenue
Stratford, CT 06497

Dear Joe:

     Reference  is  made  to  the  employment   letter  agreement  (the  "Letter
Agreement")  dated  July  21,  1995  by  and  between   Dictaphone   Corporation
("Dictaphone") and you.

     This letter will set forth our agreement with respect to certain aspects of
your employment relationship with Dictaphone; provided, however, that, except as
specifically  modified  herein,  the  provisions of the Letter  Agreement  shall
remain in full force and effect.

     In order to induce your continued  employment with Dictaphone and for other
good  and  valuable  consideration,  including  but not  limited  to  your  past
performance,  receipt  and  sufficiency  of which is  hereby  acknowledged,  the
parties hereto agree as follows:

     1.  Salary.  Your  annual  base  salary is hereby  increased  to  $275,000,
effective as of July 1, 1997;

     2.  Bonus Arrangements.

     2.1 Guaranteed  Bonuses.  In respect of each of the calendar years 1997 and
1998, you shall be paid a minimum  guaranteed bonus equal to fifty percent (50%)
of  your  base  salary,   payable  in  the  first  quarter  of  1998  and  1999,
respectively.

<PAGE>


July 9, 1997
Page 2

     3. Additional  Severance  Arrangements.  Without  limiting or modifying the
severance  benefits  described in the Letter  Agreement,  it is agreed that you
shall be entitled to the following additional severance benefits:

     3.1 In the  event  that you elect to  terminate  your  employment  (for any
reason  whatsoever)  with Dictaphone any time after December 31, 1997, you shall
be paid  immediately by Dictaphone,  in a lump sum, an amount equal to two times
your annual base salary,  in addition to such other  severance  benefits  (other
than salary continuation)  customarily paid by Dictaphone for executives of your
level.  For example,  if you were to resign your  position  with  Dictaphone  on
January 2, 1998,  you would be entitled  to receive the sum of $550,000  (before
withholding, taxes, etc.) as a termination payment.

     3.2 In the  event  of  such  termination  by you of  your  employment  with
Dictaphone,  Dictaphone  shall  immediately  pay  to  you  that  portion  of the
guaranteed  1997 or 1998 bonuses accrued and unpaid to the date of termination.
For example, if you were to resign on February 1, 1998, you would be entitled to
be paid (i) your  accrued  guranteed  bonus  (if any) with  respect  to 1997 and
(ii)one-twelfth of the guaranteed bonus with respect to 1998.

     Please  indicate your  acceptance of this Agreemnet by signing in the space
provided below.


                                        Sincerely


                                        Dictaphone Corporation



                                        By: /s/ John H. Duerden
                                           ------------------------------------
                                           John H. Duerden
                                           Chairman and Chief Executive Officer



Agreed to and Accepted:


By: /s/ Joseph D. Skrzypczak
   -------------------------
     Joseph D. Skrzypczak

Dated: 7/11/97
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