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                                                                  Exhibit 10.19

September 25, 1999



Mr. Edward Luttich
6000 La Goleta Road
Goleta, CA  93117


Dear Ed,


On behalf of Somnus Medical Technologies, Inc. (the "Company") I am pleased to
offer you the position of Vice President, Research and Development, reporting to
John Schulte, President and CEO. In this position you will be an officer of the
company. 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 $6153.85. This equates to an
                  annual salary of $160,000.00. 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. 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. Since you will begin
                  employment after the 1999 program's eligibility cut-off date
                  (9/30/99) you will begin participation in the company's 2000
                  program at the first of the year. A copy of the 1999 plan is
                  enclosed to provide you with an overview of this year's plan.


3.                You will receive a relocation assistance payment of $30,000 to
                  offset the expenses associated with the sale and purchase of
                  permanent housing. This payment will be recoverable ratably if
                  you voluntarily terminate within twelve months of your hire
                  date.


4.                We will provide two house-hunting trips to the Sunnyvale area.
                  We will provide up to four weeks temporary living assistance
                  while you are obtaining permanent housing. The company will
                  pay for the movement of your household goods.
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September 25, 1999
Offer Letter
Page 2 of 3





5.                You will receive a monthly housing allowance to offset your
                  housing related expenses. This allowance will be paid to you
                  during the first twenty-four months of your employment. Months
                  1-12 will be $750 and months 13 - 24 will be $500. This
                  housing allowance will be included in your paycheck and will
                  be subject to state and federal tax deductions.


6.                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.


7.                Subject to approval by the Compensation Committee of 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 Committee approves the grant.
                  The options are approved at the first Compensation Committee
                  meeting following your start date. 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).


8.                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.


9.                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.
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September 25, 1999
Offer Letter
Page 3 of 3






10.               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.


11.               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. This offer will
remain in effect until 5pm, October 29,1999.

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: ______________________