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                                                                  Exhibit 10.15



                              January 28, 1999


John C. Meyer
621 Laurel Glen Terrace
Fremont, Ca 94539
510-353-1981

Dear John,

On behalf of Somnus Medical Technologies, Inc. (the "Company"), I am pleased to
offer you the position of Vice President, Human Resources, reporting to me,
President and Chief Executive Officer. 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
                  beginning on a mutually agreeable date. Your position is
                  classified as exempt. You will be a regular full-time employee
                  entitled to vacation and sick leave, paid holidays and
                  benefits, pursuant to "Company"' policies and procedures.

2.                Your bi-weekly salary will be $6153.85. This equates to a
                  monthly salary of $13,333.33. Your salary will be payable (26
                  pay periods annually) in accordance with the Company's
                  standard payroll policies (subject to normal required
                  withholding). You will be entitled to accrue 3 weeks vacation
                  and 10 days of sick per year, which may be taken or accrued
                  pursuant to our policy. In addition, you will participate in
                  the current executive bonus program (see attached).

3.                Somnus has major medical, vision and dental insurance, as well
                  as life insurance for all regular full-time employees. The
                  details of this program will be available upon first day
                  orientation with Personnel. 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 grant by the Board of Directors, upon joining the
                  Company as an employee, you will receive an option to purchase
                  100,000 shares of Common Stock at the Company's current fair
                  market value on the date of grant. Twelve forty-eighths of the
                  shares shall vest twelve full calendar months following the
                  date of grant and one forty-eighth (1/48) of such shares shall
                  vest at the end of each full calendar month thereafter until
                  all such shares are exercisable, based
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                  upon your continued relationship with the Company (so that
                  if you remain in our employ, at the end of four years your
                  option would be fully vested.)

         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
                  "Company", or use in any way during your employment at
                  "Company", 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 "Company" is at-will as provided by
                  California law. This means that the employment relationship
                  may be terminated by either party at any time with or without
                  notice or cause.

         7.       You will agree to follow the Company's strict policy that
                  employees must not disclose any information regarding salary,
                  bonuses, or stock purchase or option allocation to other
                  employees, either directly or indirectly.


         8.       In compliance with the Federal Immigration Reform and Control
                  Act, you must present to "Company". 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.

         9.       In the event the company is acquired and such acquisition
                  leads to the elimination of your position or the transfer of
                  the position to a location outside of the Bay Area, "Company"
                  will extend to you a six (6) month severance package
                  consisting of your base salary plus any bonuses for which you
                  may have been eligible, and the reimbursement of Cobra
                  premiums for six (6) months provided you elect Cobra coverage.

         10.      In the event that you are terminated without cause, the
                  "Company" will extend to you a six (6) month severance package
                  consisting of your base salary plus any bonuses for which you
                  would have been eligible, and the reimbursement of Cobra
                  premiums for six (6) months provided you elect Cobra coverage.
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Acceptance of this offer may be acknowledged by signing below and returning this
document to me. This offer expires January 31, 1999, at 12:00 noon if not
accepted. Again, let me indicate how pleased we all are to extend this offer,
and how much we look forward to working together.

Sincerely,




John G. Schulte
President & CEO


JGS/








Signature      ______________________
                  John C. Meyer


Date:          ______________________


Start Date:    ______________________