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                                                                    EXHIBIT 10.2

March 23, 2004

Ric Cote
1901 Rosecrest Drive
Oakland, CA 94602
(510) 530-3874

Dear Ric:

We are pleased to offer you the position of Vice President of Sales with
Conceptus, Inc., at a starting salary of $18,750 per month, which equates to
$225,000 annually. In this capacity, you will report directly to Mark
Sieczkarek, President & CEO. If you accept this offer you will begin work as an
exempt employee. In addition, you will receive a sign-on bonus of $25,000 gross
pay. Should you voluntarily leave Conceptus within one year, you will be
required to repay the sign-on bonus at a pro rated amount.

As a regular employee of Conceptus, Inc., you will be eligible to participate in
a number of Company sponsored benefits, which include: medical, dental, vision,
life and long term disability insurance coverage. These benefits are effective
the first day of your employment. You will also be eligible to join our 401(k)
program and participate in our employee stock purchase plan.

At the next Board meeting, we will recommend that Management grant you an option
of 125,000 shares of Conceptus, Inc., and an additional grant of 36,000 share of
RESTRICTED stock under the LTOIP referenced below. The terms of the stock
options shall be in accordance to the Conceptus stock option plan. You will be
given a copy of this plan upon hire. Also, upon hire, you will become 12.50%
vested after 6 months of employment, and 1/48th per month thereafter for a total
vesting of four years. Your vesting will become effective as of the start of
your employment with Conceptus.

You will also be eligible to participate in the 2004 OIP (Officer Incentive
Program). The Board Of Director's has approved this program. The OIP has two
components, 1) Annual Incentive Program and 2) Long Term Officer Incentive
Program. Component (1), consists of a percentage of your base salary, stock
options and restricted stock, component (2), consists of 36,000 RESTRICTED stock
with a single time based restriction. Reference the attached "Officer's
Incentive Program".

As a member of Senior Management Team, you will also be eligible to participate
in the Change Of Control Agreement, reference the attached, "Senior Management
Change Of Control Agreement".

Employment with Conceptus is for no specific period of time. As a result, either
you or Conceptus, Inc., is free to terminate your employment relationship at any
time for any reason, with or without cause. This is the full and complete
agreement between us on this term. Although your job duties, titles,
compensation and benefits, as well as Conceptus' personnel policies and

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procedures, may change from time-to-time, the "at-will" nature of your
employment may only be changed in an express writing signed by you and the
President of the Company.

Your employment pursuant to this offer is contingent on your executing the
enclosed Proprietary Information and Inventions Agreement and upon your
providing the Company with the legally required proof of your identity and
authorization to work in the United States. Please bring the appropriate
verification documents (as described on the attached sheet) on your first day of
employment.

In accepting our offer, we ask that you make every effort to protect the
confidential and proprietary information of your current employer. This includes
making sure that all technical documents currently in your possession are
returned to your employer prior to your leaving.

This letter sets forth the terms of your employment with us and supersedes any
prior representations or agreements, whether written or oral. To accept this
offer, please sign and return this letter, the job description and the executed
Proprietary information and inventions Agreement to me prior to your start date.
This offers, if not accepted, will expire on April 2, 2004.

Ric, we look forward to having you join the Conceptus team. If you have any
questions, please call me.

Sincerely,

/s/ Mark Sieckarek
-----------------------------
Mark Sieczkarek
CEO and President

I have read and accept this employment offer.

/s/ Ric Cote                       March 25, 2004            April 5, 2004
-------------------------------------------------            -------------
Signature                              Date                   Start Date

Enclosures:
Officer's Incentive Program
Form Of Senior Mgt. Change Of Control Agreement
Proprietary Agreement
Benefit Summary
Job Description
I - 9 Form