NEW IMAGE INDUSTRIES, INC.
                             21218 VANOWEN STREET
                        CANOGA PARK, CALIFORNIA 91303


                                     May 22, 1995



Mr. Dewey F. Edmunds
3921 Sandune Lane
Carona Del Mar CA 92625


        RE: EMPLOYMENT RELATIONSHIP WITH NEW IMAGE INDUSTRIES

Dear Mr. Edmunds:

     I am pleased to offer you the position of President and Chief Executive
Officer of New Image Industries, Inc. (the "Company") with an effective date
of Tuesday May 30, 1995. In this position you will report to the Board of
Directors and the Chairman of the Board. Offices will be provided at the
Company's headquarters in Canoga Park, California.

     Your salary will be paid at an annual rate of $180,000 per year, payable
semi-monthly. You will receive stock options to purchase 200,000 shares of
the Company's Common Stock under the Company's Stock Option Plan. The date of
grant will be May 30, 1995 and the exercise price will be the closing price
of the Company's Common Stock on NASDAQ/NMS on Friday May 26, 1995. These
options will vest based on your continued service as follows: 30,000 options
will vest immediately upon grant, and 30,000 options, 60,000 options, and
80,000 options will vest on the first, second and third anniversaries of
commencement of your employment, respectively. All options will be subject to
immediate vesting upon the closing of a "Change in Control" of the Company.
Vested options will be exercisable for five years from the date of grant.

     "Change in Control" means either the sale of all or substantially all of
the assets of the Company, or the acquisition of the Company by another
entity by means of a consolidation or merger (other than a reorganization,
consolidation or merger in which the holders of voting securities of the
Company immediately before the reorganization, consolidation or merger own
(immediately after the consolidation or merger) voting securities of the
surviving or acquiring corporation, or of a parent entity of such

                              Exhibit 10.17




Mr. Dewey F. Edmunds
May 22, 1995
Page 2



surviving or acquiring corporation, possessing more than 50% of the voting
power of the surviving or acquiring corporation or parent entity); in making
determinations of ownership by the shareholders of the Company, immediately
after the reorganization, consolidation or merger, of voting securities as
provided above, voting securities which they owned immediately before the
reorganization, consolidation or merger as shareholders of another party to
the transaction shall be disregarded; and voting power shall be calculated by
assuming the conversion of all equity securities convertible (immediately or
at some future time) into shares entitled to vote, but not assuming the
exercise of any warrant or right to subscribe to or purchase such shares).

     You will be entitled to three weeks vacation per year and will be
eligible to participate in all benefits plans and programs on the same basis
as the Company's executive team.

     If acceptance of employment with the Company requires relocation of
your residence, the Company will pay or promptly reimburse you for all
reasonably necessary moving expenses, including commission on the sale of
your residence, related to the relocation of your residence, and for the
rental of a temporary residence pending your move into a new residence.
Moving expenses are subject to review and prior approval by the Chairman of
the Board.

     Your employment with the Company is at will, and therefore may be
terminated by you or the Company at any time and for any reason, with or
without cause and with or without notice. This at will employment
relationship will remain in effect throughout your employment with the
Company and any of its subsidiaries or affiliated entities, and may only be
modified by an express written contract for a specified term signed by you
and the Chairman of the Company.

     I am looking forward to your leading the Company's team and becoming the
driving force for its growth and success. You may indicate your acceptance of
this offer by signing the acknowledgment below and returning it to me,
together with an executed copy of the enclosed Inventions and Nondisclosure
Agreement by May 30, 1995.





Mr. Dewey F. Edmunds
May 22, 1995
Page 3



     If you have any questions or concerns please do not hesitate to call.


                                       Very truly yours,

                                       NEW IMAGE INDUSTRIES, INC.,
                                       a Delaware corporation


                                       By: /s/ Robert S. Colman
                                          --------------------------
                                                Its: C.E.O.
                                                    ----------------


APPROVED AND ACCEPTED:


/s/ Dewey P. Edmunds
- --------------------------
Dewey P. Edmunds