EXHIBIT 10.9







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                                                                  Exhibit   10.9

                        CONFIDENTIAL TREATMENT REQUESTED

       [*]  Denotes  information  for  which  confidential  treatment  has  been
requested.  Confidential  portions  omitted have been filed with separately with
the Commission.


[VIDEONICS LOGO GOES HERE]                   1370 Dell Ave.
                                             Campbell, CA 95008-6604
                                             408-866-8300 o FAX: 408-866-4859
                                             Web: http://www.videonics.com


November 17, 1997


Yeshwant Kamath

Belmont, CA

Dear Yeshwant:

On behalf of Videonics  Inc. (the  "Company")  and the Board of Directors,  I am
pleased to promote you to President  and confirm  your  election to the Board of
Directors.  This position is a full time  position.  The effective  date of this
promotion will be November 24, 1997, and you will be reporting directly to me.

We have agreed on the terms of your employment as follows:

1.   Compensation:  Your annual salary will be $150,000.00. The Company will pay
     you bi-weekly in accordance with the Company's  standard payroll  policies.
     Your new  salary  will  begin  as of  November  24,  1997.  Your  incentive
     compensation  for 1997 is $5,000,  which will be paid in January 1998. Your
     target  incentive  compensation  for  1998  will be  $50,000-100,000,  with
     quarterly  payments.  It will be based on some easily measurable  criterion
     that you and I will work out,  and  subject  to the  approval  of the Board
     Compensation Committee.

2.   Benefits: You will be entitled,  during the term of your employment, to the
     Company's  standard benefits covering  employees,  as such may be in effect
     from time to time.


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Yeshwant Kamath
November 17, 1997
Page 2

3.   Stock  Options:  Subject to compliance  with  applicable  state and federal
     securities  laws,  the  Company  will grant you a  non-qualified  option to
     purchase  320,000 shares of the Company's  Common Stock. The Option will be
     granted  by the Board no later  than March 31,  1998 at market  value.  The
     option will vest over four years with 1/8 of the shares  vesting at the end
     of each six month  period  until all  shares  are  vested,  subject to your
     continued  employment  with the Company  through the end of each applicable
     period.  The first vesting date will be May 31, 1998 and the second vesting
     date will be November 30, 1998.

4.   In the event that the Company is sold in its  entirety or there is a change
     in control,  and your  employment is terminated  within one year after that
     event,  all unvested  options  become vested and you will receive one years
     salary paid  bi-weekly  over the following  twelve months as severance pay.
     For these purposes,  a change of control shall mean the sale of 50% or more
     of the voting  securities  of the Company in one  transaction  or within 12
     months pursuant to a series of related transactions.

5.   [*]

6.   At-Will  Employment:  You should be aware that  under  California  law your
     employment  with the  Company is for no  specified  period and  constitutes
     "at-will"  employment.  As  a  result,  you  are  free  to  terminate  your
     employment  at any time,  for any reason or for no reason.  Similarly,  the
     Company is free to terminate your employment at any time, for any reason or
     for no reason. In the event of termination of your employment, you will not
     be entitled to any payments,  benefits,  damages,  awards,  or compensation
     other than as may otherwise be available in  accordance  with the Company's
     established  employee  plans and policies at the time of  termination  This
     paragraph is subject to the provisions of paragraph 7 below.

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Yeshwant Kamath
November 17, 1997
Page 3

7.   Severance  Agreement:  In the event of termination of your employment,  and
     neither paragraph 4 or 5 applies,  you will be entitled to three (3) months
     base salary. During those 3 months, you will receive no bonuses and vesting
     of all previously granted stock options will cease.

8.   Proprietary  Information Agreement:  As a condition of accepting this offer
     of employment, you will be required to complete, sign and return an updated
     version  of  the  Company's   standard  form  of  Proprietary   Information
     Agreement.

Yeshwant,  the Board and I are pleased that you have agreed to become  President
and a Board member of  Videonics.  Please  indicate  your  acceptance by signing
below.


Sincerely yours,
Videonics, Inc.

/s/ Michael D'Addio
---------------------
Michael L. D'Addio
Chairman and CEO

ACCEPTED:


/s/ Yeshwant Kamath                         11/25/97
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Yeshwant Kamath                             Date