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                                                                  Exhibit 10.17
September 7, 1999


Mr. Brad L. Steadman
37755 Brayton Street
Fremont, CA  95536

Dear Brad,

On behalf of Somnus Medical Technologies, Inc. (the "Company") I am pleased to
offer you the position of Vice President, Manufacturing, reporting to John
Schulte. Your first day of employment to be September 27, 1999. The purpose of
this letter is to set forth the terms of this offer.

We are offering you the following:

         1.       Your position will be as a regular full-time employee. Your
                  position is classified as exempt. You will be a regular
                  full-time employee entitled to PTO (paid time off), paid
                  holidays and benefits, pursuant to Somnus' policies and
                  procedures.

         2.       Your bi-weekly salary will be $6538.47. This equates to an
                  annual salary of $170,000. Your salary will be payable in
                  accordance with the Company's standard payroll policies
                  (subject to normal required withholding). You will
                  participate in the company's annual employee bonus program
                  (prorated for 1999). Under this program, which is based on
                  the company attaining certain annual financial goals, you
                  will be eligible to receive a 35% bonus at 100% of plan
                  achievement. The bonus may increase up to 52.5% at 115% of
                  plan achievement. A copy of the plan is enclosed. You will
                  receive a sign-on bonus of $30,000. This bonus will be paid
                  at the end of your first month's employment and is subject
                  to required federal and state withholding taxes. Should you
                  voluntarily leave the employment of the company within the
                  first year of employment this bonus is repayable within
                  thirty days of your termination.

         3.       Somnus has major medical, vision and dental insurance, as well
                  as life insurance for all regular full-time employees. You
                  will be entitled to accrue three weeks PTO (paid time off) per
                  year, which may be taken or accrued pursuant to our PTO policy
                  (your PTO will be prorated for 1999). The details of these
                  programs will be available upon your first day orientation
                  with Human Resources. These benefits as well as all other
                  Company compensation and benefits programs are subject to
                  change from time to time as deemed appropriate and necessary
                  by the Company.

         4.       Subject to approval by the Board of Directors, you will
                  receive an option to purchase 100,000 shares of Common Stock
                  at the fair market value priced at the closing price on the
                  date the Board approves the grant. Twenty-five percent (25%)
                  of the option vests after you have completed one year of
                  employment. The remaining options vest at the rate of
                  one-forty-eighth (1/48th) per month of completed employment
                  thereafter (so that if you remain in our employ, at the end of
                  four years your option would be fully vested).
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September 7, 1999
Offer Letter
Page 2 of 2

         5.       You will be required to sign a confidentiality and assignment
                  of proprietary inventions contract. Further, by accepting this
                  offer, you agree that you will not bring with you to Somnus,
                  or use in any way during your employment at Somnus, any
                  confidential information, trade secrets, or proprietary
                  materials or processes of any former employer, company or
                  individual for whom you have performed services. You further
                  confirm that by accepting this offer you will not breach any
                  contract or agreement to which you are a party.

         6.       All employment at Somnus is at-will as provided by California
                  law. This means that either party may terminate the employment
                  relationship at any time with or without notice or cause.

         7.       In compliance with the Federal Immigration Reform and Control
                  Act, you must present to Somnus Medical Technologies, Inc. the
                  required documents on your first day of employment. You will
                  also be asked to verify and attest, on a form provided by the
                  US Department of Justice, that you are authorized to work in
                  the United States. It is extremely important that you comply
                  with these requirements. If you fail to comply, we will not be
                  able to allow you to work and our offer of employment may be
                  withdrawn.

         8.       In the event the company is acquired within twenty-four months
                  of your start date and such acquisition leads to the
                  elimination or transfer of your position to a location outside
                  of the Bay area, or you are terminated without cause, Somnus
                  will extend to you a six month severance package consisting of
                  your base salary plus the reimbursement of Cobra premiums for
                  six months provided you elect Cobra coverage.

Acceptance of this offer may be acknowledged by signing below and returning this
document to me. I've enclosed a second copy for your files.

Again, let me indicate how pleased we all are to extend this offer, and how much
we look forward to working with you.

Sincerely,



John Meyer
Vice President, Human Resources

Acceptance:


Signature      _________________________ Date: ______________________