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                                      STANDARD INDUSTRIAL LEASE

                                  ---------------------------------

                                           BLICKMAN TURKUS
                                  COMMERCIAL INDUSTRIAL REAL ESTATE

                                  ---------------------------------

                                An Affiliate of The Woodmont Companies

                                  ---------------------------------


1. PARTIES. This Lease, dated, for reference purposes only, November 8, 1994, 
is made by and between DANI INVESTMENT PARTNERS (herein called "Lessor") 
and Conceptus, Inc. (herein called "Lessee").

2. PREMISES. Lessor hereby leases to Lessee and Lessee leases from Lessor for 
the term, at the rental, and upon all of the conditions set forth herein, 
that certain real property situated in the County of San Mateo State of 
California, commonly known as 1021 Howard Avenue, San Carlos, CA and 
described as an approximate 20,000 square foot industrial building 
("Building") and associated common areas which Lessee shall have, as 
appurtenant to the Premises, the right to use ("Common Areas") whereby the 
Lessee will lease an approximate 14,000 square foot portion.

Said real property including the land and all improvements thereon, is herein 
called "the Premises".

3. TERM.

   3.1 TERM. The term of this Lease shall be for twelve (12) months 
commencing on September 1, 1995, and ending on August 31, 1996 unless sooner 
terminated pursuant to any provision hereof.

   3.2 DELAY IN COMMENCEMENT. Notwithstanding said commencement date, if for 
any reason Lessor cannot deliver possession of the Premises to Lessee on said 
date, Lessor shall not be subject to any liability therefor, nor shall such 
failure affect the validity of this Lease or the obligations of Lessee 
hereunder or extend the term hereof, but in such case Lessee shall not be 
obligated to pay rent until possession of the Premises is tendered to Lessee, 
provided, however, that if Lessor shall not have delivered possession of the 
Premises within sixty (60) days from said commencement date, Lessee may, at 
Lessee's option, by notice in writing to Lessor within ten (10) days 
thereafter, cancel this Lease, in which event the parties shall be discharged 
from all obligations hereunder. If Lessee occupies the Premises prior to the 
rental Commencement Date, such occupancy shall be subject to all provisions 
hereof, such occupancy shall not advance the termination date, and Lessee 
shall not be obligated to pay rent for such period at the initial monthly 
rates set forth below.

4. RENT. Lessee shall pay to Lessor as rent for the Premises equal monthly 
payments of $10,500, in advance, on the 1st day of each month of the term 
hereof. Lessee shall pay Lessor upon the execution hereof $ _________ as rent 
for __________________ .

        See Addendums 1

Rent for any period during the term hereof which is for less than one month 
shall be a pro rata portion of the monthly installment. Rent shall be payable 
in lawful money of the United States to Lessor at the address stated herein 
or to such other persons or at such other places as Lessor may designate in 
writing.

5. SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution hereof 
$10,500 as security for Lessee's faithful performance of Lessee's obligations 
hereunder. If Lessee fails to pay rent or other charges due hereunder, or 
otherwise defaults with respect to any material provision of this Lease, 
Lessor may use, apply or retain all or any portion of said deposit for the 
payment of any rent or other charge in default or for the payment of any 
other reasonable sum to which Lessor may become obligated by reason of 
Lessee's default, or to compensate Lessor for any loss or damage which Lessor 
may suffer thereby. If Lessor so uses or applies all or any portion of said 
deposit, Lessee shall within ten (10) business days after written demand 
therefor deposit cash with Lessor in an amount sufficient to restore said 
deposit to the full amount hereinabove stated and Lessee's failure to do so 
shall be a material breach of this Lease. Lessor shall not be required to 
keep said deposit separate from its general accounts. If Lessee performs all 
of Lessee's obligations hereunder, said deposit, or so much thereof as has 
not theretofore been applied by Lessor, shall promptly be returned without 
payment of interest or other increment for its use, to Lessee (or, at 
Lessor's option, to the last assignee, if any of Lessee's interest hereunder) 
at the expiration of the term thereof, and after Lessee has vacated the 
Premises. No trust relationship is created herein between Lessor and Lessee 
with respect to said Security Deposit.

6. USE.

   6.1 USE. The Premises shall be used and occupied only for Laboratory 
research, development, manufacturing and administrative use and for other 
legally related purpose.

        See Addendum 2

   6.2 COMPLIANCE WITH LAW.

     (a) Lessor warrants to Lessee that the Premises, in its existing state, 
but without regard to the use for which Lessee will use the Premises, does 
not violate any applicable building code regulation or ordinance at the time 
that this Lease is executed. In the event that it is determined that this 
warranty has been violated, then it shall be the obligation of the Lessor, 
after written notice from Lessee, to promptly, at Lessor's sole cost and 
expense, to rectify any such violation. In the event that Lessee does not 
give to Lessor written notice of the violation of this warranty within 1 year 
from the commencement of the term of this Lease, it shall be conclusively 
deemed that such violation did not exist and the correction of the same shall 
be the obligation of the Lessee.

     (b) Except as provided in paragraph 6.2(a), Lessee shall, at Lessee's 
expense, not violate any applicable statutes, ordinances, rules, regulations, 
orders, restrictions of record, and requirements in effect during the term or 
any part of the term hereof regulating the use by Lessee of the Premises, 
Lessee shall not use nor permit the use of the Premises in any manner that 
will tend to create waste or a nuisance or, if there XXXXXXXXXXXXXXXXXXXXXXX.

   6.3. CONDITION OF PREMISES. Except as provided in paragraph 6.2(a) Lessee 
hereby accepts the Premises XXXXXXXXXXXXXXXXX date of the execution hereof, 
subject to all applicable zoning, municipal, county and state laws, 
ordinances and regulations governing and regulating the use of the Premises, 
and accepts this Lease subject thereto and to all matters disclosed thereby 
and by any exhibits attached hereto. Lessee acknowledges that neither Lessor 
nor Lessor's agent has made any representation or warranty as to the 
suitability of the Premises for the conduct of Lessee's business. Lessee 
acknowledges that neither Lessor nor Lessor's agent has made any 
representations or warranty as to the suitability of the Premises for the 
conduct of Lessee's business.

        See Addendum 3

7. MAINTENANCE, REPAIRS AND ALTERATIONS.

   7.1 LESSEE'S OBLIGATIONS. Lessee shall keep in good order, condition and 
repair the Premises and every part thereof, structural and non-structural, 
(whether or not such portion of the Premises requiring repair, or the means 
of repairing the same are reasonably or readily accessible to Lessee, and 
whether or not the need for such repairs occurs as a result of Lessee's use, 
any prior use, the elements or the age of such portion of the Premises) 
including, without limiting the generality of the foregoing, all plumbing, 
heating, airconditioning, ventilating, electrical, lighting facilities and 
equipment within the Premises, fixtures, walls (interior and exterior), 
foundations, ceilings, roofs (interior and exterior), floors, windows, doors, 
plate glass and skylights located within the Premises, and all landscaping, 
driveways, parking lots, fences and signs located on the Premises and 
sidewalks and parkways adjacent to the Premises.

   7.2 SURRENDER. On the last day of the term hereof, or on any sooner 
termination, Lessee shall surrender the Premises to Lessor in the same 
condition as when received, broom clean, ordinary wear and tear, casualty, 
acts of God and condemnation excepted. Lessee shall repair any damage to the 
Premises directly occasioned by the removal of Lessee's trade fixtures, 
furnishings and equipment pursuant to Paragraph 7.5(d), which repair shall 
include the patching and filling of holes and repair of structural damage.

   7.3 LESSOR'S RIGHTS. If Lessee fails to perform Lessee's obligations under 
this Paragraph 7, Lessor may at its option (but shall not be required to) 
enter upon the Premises, after ten (10) days' prior written notice to Lessee 
and provided Lessee has continued to fail to perform such obligation, and put 
the same in good order, condition and repair, and the cost thereof together 
with interest thereon at the rate of 10% per annum shall become due and 
payable as additional rental to Lessor together with Lessee's next rental 
installment.


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7.5 ALTERATIONS AND ADDITIONS.

   (a) Lessee shall not, without Lessor's prior written consent make any 
alterations, improvements, additions, or Utility installations in, on or 
about the Premises, except for nonstructural alterations not exceeding $1,000 
in cost. As used in this Paragraph 7.5 the term "Utility installation" 
shall mean bus ducting, power panels, wiring, fluorescent fixtures, space 
heaters, conduits, air conditioning equipment and plumbing. Lessor may 
require that Lessee remove any or all of said alterations, improvements, 
additions or Utility installations at the expiration of the term, and restore 
the Premises to their prior condition, reasonable wear and tear, casualty, 
condemnation and acts of God excepted. Lessor may require Lessee to provide 
Lessor, at Lessee's sole cost and expense, a lien and completion bond in an 
amount equal to one and one-half times the estimated cost of such 
improvements, to insure Lessor against any liability for mechanic's and 
materialmen's liens and to insure completion of the work. Should Lessee make 
any alterations, improvements, additions or Utility Installations without the 
prior approval of Lessor which shall not be unreasonably withheld or delayed. 
Lessor may require that Lessee remove any or all of the same.

   (b) Any alterations, improvements, additions or Utility installations in 
or about the Premises that Lessee shall desire to make and which requires the 
consent of the Lessor shall be presented to Lessor in written form, with 
proposed detailed plans. If Lessor shall give its consent the consent shall 
be deemed conditioned upon Lessee acquiring a permit to do so from 
appropriate governmental agencies, the furnishing of a copy thereof to Lessor 
prior to the commencement of the work and the compliance by Lessee of all 
conditions of said permit in a prompt and expeditious manner, subject to the 
terms set forth in Section 7.5(a) above.

   (c) Lessee shall pay, when due, all claims for labor or materials furnished 
or alleged to have been furnished to or for Lessee at or for use in the 
Premises, which claims are or may be secured by any mechanics' or 
materialmen's lien against the Premises or any interest therein. Lessee shall 
give Lessor not less than ten (10) days' notice prior to the commencement of 
any work in the Premises, and Lessor shall have the right to post notices of 
non-responsibility in or on the Premises as provided by law. If Lessee shall, 
in good faith, contest the validity of any such lien, claim or demand, then 
Lessee shall, at its sole expense defend itself and Lessor against the same 
and shall pay and satisfy any such adverse judgment that may be rendered 
thereon before the enforcement thereof against the Lessor or the Premises, 
upon the condition that if Lessor shall require, Lessee shall furnish to 
Lessor a surety bond satisfactory to Lessor in an amount equal to such 
contested lien, claim or demand indemnifying Lessor against liability for the 
same and holding the Premises free from the effect of such lien or claim. In 
addition, Lessor may require Lessee to pay Lessor's attorneys fees and costs 
in participating in such action if Lessor shall decide it is to its best 
interest to do so.

   (d) Unless Lessor requires their removal, as set forth in Paragraph 
7.5(a), all alterations, improvements, additions and Utility Installations 
(whether or not such Utility Installations constitute trade fixtures of 
Lessee), which may be made on the Premises, shall become the property of 
Lessor and remain upon and be surrendered with the Premises at the expiration 
of the term. Notwithstanding the provisions of this Paragraph 7.5(d), 
Lessee's machinery and equipment, other than that which is affixed to the 
Premises so that it cannot be removed without material damage to the 
Premises, shall remain the property of Lessee and may be removed by Lessee 
subject to the provisions of Paragraph 7.2.

8. INSURANCE INDEMNITY.

   8.1 INSURING PARTY. As used in this Paragraph 8, the term "insuring 
party" shall mean the party who has the obligation to obtain the Property 
Insurance required hereunder. The insuring party shall be designated in 
Paragraph 16.26 hereof. Whether the insuring party is the Lessor or the 
Lessee, Lessee shall, as additional rent for the Premises, pay the cost of 
all insurance required hereunder. If Lessor is the insuring party Lessee 
shall, within ten (10) days following demand by Lessor, reimburse Lessor for 
the cost of the insurance so obtained.

   8.2 LIABILITY INSURANCE. Lessee shall, at Lessee's expense obtain and keep 
in force during the term of this Lease a policy of Combined Single Limit, 
Bodily Injury and Property Damage Insurance insuring Lessor and Lessee 
against any liability arising out of the ownership, use, occupancy or 
maintenance of the Premises and all areas appurtenant thereto. Such insurance 
shall be a combined single limit policy in an amount not less than 
$1,000,000. The policy shall contain cross liability endorsements and shall 
insure performance by Lessee of the indemnity provisions of this Paragraph 8. 
The limits of such insurance shall not, however, limit the liability of 
Lessee hereunder. In the event that the Premises constitute a part of a 
larger property said insurance shall have a Lessor's Protective Liability 
endorsement attached thereto. If Lessee shall fail to procure and maintain 
said insurance Lessor may, but shall not be required to procure and maintain 
the same, but at the expense of Lessee. Not more frequently than each 5 
years, if, in the reasonable opinion of Lessor, the amount of liability 
insurance required hereunder is not adequate, Lessee shall increase said 
insurance coverage as required by Lessor. Provided, however that in no event 
shall the amount of the Liability insurance increase be more than fifty
percent greater than the amount thereof during the preceding five years of 
the term of the lease. However, the failure of Lessor to require any 
additional insurance coverage shall not be deemed to relieve Lessee from any 
obligations under this Lease.

   8.3 PROPERTY INSURANCE

     (a) The Landlord shall obtain and keep in force during the term of this 
Lease a policy of policies of insurance covering loss or damage to 
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX 
$1,000,000, but in no event less than the total amount of promissory notes 
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX 
within the classification of fire, extended coverage, vandalism, malicious 
mischief, special extended perils (all risk) and sprinkler leakage XXXXXXXX 
insurance shall provide for payment of loss thereunder to Lessor or to the 
holders of mortgages or deeds of trust on the Premises. The insuring party 
shall, in addition, obtain and keep in force during the term of this Lease a 
policy of rental income insurance covering a period of six months, with loss 
payable to Lessor, which insurance shall also cover all real estate taxes and 
insurance costs for said period. If the insuring party shall fail to procure 
and maintain said insurance the other party may, but shall not be required 
to, procure and maintain the same, but at the expense of Lessee. If such 
insurance coverage has a deductible clause, Lessee shall be liable for the 
deductible amount.

     (b) If the Premises are part of a larger building, or if the Premises 
are part of a group of buildings owned by Lessor which are adjacent to the 
Premises, then Lessee shall pay for any increase in the property insurance of 
such other building or buildings if said increase is directly caused by 
Lessee's acts, omissions, use or occupancy of the Premises.

     (c) If the Lessor is the insuring party the Lessor will not insure 
Lessee's fixtures, equipment or tenant improvements unless the tenant 
improvements have become a part of the Premises under paragraph 7, hereof. But 
if Lessee is the insuring party the Lessee shall insure its fixtures, 
equipment and tenant improvements.

     (d) Not more frequently than each three years, if, in the opinion of 
Lessor, the amount of property insurance required hereunder is not adequate, 
the insuring party shall increase said insurance coverage as required by 
Lessor. However, such increase may be more frequent than each three years if 
required by the insurance carrier in order to maintain insurance for the full 
replacement value of the Premises.

   8.4 INSURANCE POLICIES. Insurance required hereunder shall be in companies 
holding a "General Policyholders Rating" of B plus or better as set forth in 
the most current issue of "Best's Insurance Guide". The insuring party shall 
deliver to the other party copies of policies of such insurance or 
certificates evidencing the existence and amounts of such insurance with loss 
payable clauses satisfactory to Lessor. No such policy shall be cancelable or 
subject to reduction of coverage or other modification except after ten (10) 
days' prior written notice to Lessor. If Lessee is the insuring party Lessee 
shall, within ten (10) days prior to the expiration of such policies, furnish 
Lessor with renewals or "binders" thereof, or Lessor may order such insurance 
and charge the cost thereof to Lessee, which amount shall be payable by 
Lessee upon demand. Lessee shall not do or permit to be done anything which 
shall invalidate the insurance policies referred to in Paragraph 8.3. If 
Lessee does or permits to be done anything which shall increase the cost of 
the insurance policies referred to in Paragraph 8.3, then Lessee shall 
forthwith upon Lessor's demand reimburse Lessor for any additional premiums 
attributable to any act or omission or operation of Lessee causing such 
increase in the cost of insurance. If Lessor is the insuring party, and if 
the insurance policies maintained hereunder cover other improvements in 
addition to the Premises, Lessor shall deliver to Lessee a written statement 
setting forth the amount of any such insurance cost increase and showing in 
reasonable detail the manner in which it has been computed.

   8.5 WAIVER OF SUBROGATION. Lessee and Lessor each hereby waive any and all 
rights of recovery against the other, or against the officers, employees, 
agents and representatives of the other, for loss of or damage to such 
waiving party or its property or the property of others under its control to 
the extent that such loss or damage is insured against under any insurance 
policy in force at the time of such loss or damages. The insuring party 
shall, upon obtaining the policies of insurance required hereunder, give 
notice to the insurance carrier or carriers that the foregoing mutual waiver 
of subrogation is contained in this Lease.

        See Addendum 4

   8.7 EXEMPTION OF LESSOR FROM LIABILITY. Except to the extent caused by 
Lessor's and Lessor's employess, agents, contractors and servants, Lessee 
hereby agrees that Lessor shall not be liable for injury to Lessee's business 
or any loss of income therefrom or for damage to the goods, wares, 
merchandise or other property of Lessee, Lessee's employees, invitees, 
customers in or about the Premises, nor shall Lessor be liable for injury to 
the person of Lessee, Lessee's employees, agents or contractors whether such 
damage or injury is caused by or results from fire, steam, electricity, gas, 
water or rain, or from the breakage, leakage, obstruction or other defects of 
pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting 
fixtures, or from any other cause, whether the said damage or injury results 
from conditions arising upon the Premises or upon other portions of the 
building of which the Premises are a part, or from other sources or places 
and regardless of whether the cause of such damage or injury or the means of 
repairing the same is inaccessible to Lessee. Lessor shall not be liable for 
any damages arising from any act or neglect of any other tenant if any, of 
the building in which the Premises are located.

        See Addendum 5

9. DAMAGE OR DESTRUCTION.

   9.1 PARTIAL DAMAGE -- INSURED. Subject to the provisions of Paragraph 9.3 
and 9.4, if the Premises are damaged and such damage was caused by a casualty 
covered under an insurance policy required to be maintained pursuant to 
Paragraph 8.3, Lessor shall at Lessor's expense repair such damage but not 
Lessee's fixtures, equipment or tenant improvements unless the same have 
become a part of the Premises pursuant to Paragraph XXXXX hereof, as soon as 
reasonably possible and this Lease shall continue in full force and effect. 
Notwithstanding the above, if the Lessee is the insuring party, and if the 
insurance proceeds received by Lessor are not sufficient to effect such 
repair, Lessor shall give notice to Lessee of the amount required in addition 
to the insurance proceeds to effect such repair. Lessee shall contribute the 
required amount to Lessor within ten days after Lessee has received notice 
from Lessor of the shortage in the insurance. When Lessee shall contribute 
such amount to Lessor, Lessor shall make such repairs as soon as reasonably 
possible and this Lessee shall continue in full force and effect. Lessee 
shall in no event have any right to reimbursement for any such amount so 
contributed.


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   9.2 PARTIAL DAMAGE -- UNINSURED. Subject to the provisions of Paragraphs 
9.3 and 9.4, if at any time during the term XXXXXXXXX damaged, except by a 
negligent or willful act of Lessee, (in which event Lessee shall make the 
repairs, at its expense) and such damage was caused by a casualty not covered 
under an insurance policy required to be maintained pursuant to Paragraph 
8.3, Lessor may at Lessor's option either(a) repair such damage as soon as 
reasonably possible at Lessor's expense, in which event this Lease shall 
continue in full force and effect, or(b) give written notice to Lessee within 
thirty(30) days after the date of the occurrence of such damage of Lessor's 
intention to cancel and terminate this Lease as of the date of the occurrence 
of such damage. In the event Lessor elects to give such notice of Lessor's 
intention to cancel and terminate this Lease, Lessee shall have the right 
within ten (10) days after the receipt of such notice to give written notice 
to Lessor of Lessee's intention to repair such damage at Lessee's expense, 
without reimbursement from Lessor, in which event this Lease shall continue 
in full force and effect and Lessee shall proceed to make such repairs as 
soon as reasonably possible. If Lessee does not give such notice within such 
10-day period this Lease shall be cancelled and terminated as of the date of 
the occurrence of such damage.

   9.3 TOTAL DESTRUCTION. If at any time during the term hereof the Premises 
are totally destroyed from any cause whether or not covered by the insurance 
required to be maintained pursuant to Paragraph 8.3 (including any total 
destruction required by any authorized public authority) this Lease shall 
automatically terminate as of the date of such total destruction.

   9.4 DAMAGE NEAR END OF TERM. If the Premises are partially destroyed or 
damaged during the last six months of the term of this Lease, Lessor may at 
Lessor's option cancel and terminate this Lease as of the date of occurrence 
of such damage by giving written notice to Lessee of Lessor's election to do 
so within 30 days after the date of occurrence of such damage.

   9.5 ABATEMENT OF RENT; LESSEE'S REMEDIES.

     (a) If the Premises are partially destroyed or damaged and Lessor or 
Lessee repairs or restores them pursuant to the provisions of this Paragraph 
9, the rent payable hereunder for the period during which such damage, repair 
or restoration continues shall be abated in proportion to the degree to which 
Lessee's use of the Premises is impaired, provided, however, that the 
aggregate amount of abatement hereunder shall not exceed the total of rent 
payable under Paragraph 4 for a period of six months. Except for abatement of 
rent, if any, Lessee shall have no claim against Lessor for any damage 
suffered by reason of any such damage, destruction, repair or restoration.

     (b) If Lessor shall be obligated to repair or restore the Premises under 
the provisions of this Paragraph 9 and shall not commence such repair or 
restoration within 90 days after such obligation shall accrue, Lessee may at 
Lessee's option cancel and terminate this Lease by giving Lessor written 
notice at Lessee's election to do so at any time prior to the commencement of 
such repair or restoration. In such event this Lease shall terminate as of 
the date of such notice.

   9.6 TERMINATION -- ADVANCE PAYMENTS. Upon termination of this Lease 
pursuant to this Paragraph 9, an equitable adjustment shall be made 
concerning advance rent and any advance payments made by Lessee to Lessor. 
Lessor shall, in addition, return to Lessee so much of Lessee's security 
deposit as has not theretofore been applied by Lessor.

   9.7 WAIVER. Lessee waives the provisions of California Civil Code Sections 
1932(2) and 1933(4) which relate to termination of leases where the thing 
being leased is destroyed and agrees that such event shall be governed by the 
terms of this Lease.

10. REAL PROPERTY TAXES. 

    See Addendum 6

   10.1 PAYMENT OF TAXES. Lessee shall pay all real property taxes applicable 
to the Premises during the term of this Lease. All such payments shall be made 
at least ten (10) days prior to the delinquency date of such payment. Lessee 
shall promptly furnish Lessor with satisfactory evidence that such taxes have 
been paid. If any such taxes paid by Lessee shall cover any period of time 
prior to or after the expiration of the term hereof, Lessee's share of such 
taxes shall be equitably prorated to cover only the period of time within the 
tax fiscal year during which this Lease shall be in effect, and Lessor shall 
reimburse Lessee to the extent required. If Lessee shall fail to pay any such 
taxes, Lessor shall have the right to pay the same, in which case Lessee 
shall repay such amount to Lessor with Lessee's next rent installment 
together with interest at the rate of 10% per annum.

   10.2 DEFINITION OF "REAL PROPERTY" TAX. As used herein, the term "real 
property tax" shall include any form of assessment, license fee, commercial 
rental tax, levy, penalty, or tax (other than inheritance or estate taxes), 
imposed by any authority having the direct or indirect power to tax, 
including any city, county, state or federal government, or any school, 
agricultural, lighting, drainage or other improvement district thereof, as 
against any legal or equitable interest of Lessor in the Premises or in the 
real property of which the Premises are a part, as against Lessor's right to 
rent or other income therefrom, or as against Lessor's business of leasing 
the Premises or any tax imposed in substitution, partially or totally, of any 
tax previously included within the definition of real property tax, or any 
additional tax the nature of which was previously included within the 
definition of real property tax.

   10.3 JOINT ASSESSMENT. If the Premises are not separately assessed, Lessee's 
liability shall be an equitable proportion of the real property taxes for all 
of the land and improvements included within the tax parcel assessed, such 
proportion to be determined by Lessor from the respective valuations assigned 
in the assessor's work sheets or such other information as may be reasonably 
available. Lessor's reasonable determination thereof, in good faith, shall be 
conclusive.

   10.4 PERSONAL PROPERTY TAXES.

     (a) Lessee shall pay prior to delinquency all taxes assessed against and 
levied upon trade fixtures, furnishings, equipment and all other personal 
property of Lessee contained in the Premises or elsewhere. When possible, 
Lessee shall cause said trade fixtures, furnishings, equipment and all other 
personal property to be assessed and billed separately from the real property 
of Lessor.

     (b) If any of Lessee's said personal property shall be assessed with 
Lessor's real property, Lessee shall pay Lessor the taxes attributable to 
Lessee within 10 days business days after receipt of a written statement 
setting forth the taxes applicable to Lessee's property.

11. UTILITIES.

     Lessee shall pay for all water, gas, heat, light, power, telephone and 
other utilities and services supplied to the Premises, together with any 
taxes thereon. If any such services are not separately metered to Lessee, 
Lessee shall pay a reasonable proportion to be determined by Lessor of all 
charges jointly metered with other premises.

         See Addendum 7

12. ASSIGNMENT AND SUBLETTING.

   12.1 LESSOR'S CONSENT REQUIRED. Lessee shall not voluntarily or by 
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or 
encumber all or any part of Lessee's interest in this Lease or in the 
Premises, without Lessor's prior written consent, which Lessor shall not 
unreasonably withhold or delay. Any attempted assignment, transfer, mortgage, 
encumbrance or subletting without such consent shall be void, and shall 
constitute a breach of this lease.

   12.2 LESSEE AFFILIATE. Notwithstanding the provisions of paragraph 12.1 
hereof, Lessee may assign or sublet the Premises, or any portion thereof, 
without Lessor's consent, to any corporation which controls, is controlled by 
or is under common control with Lessee, or to any corporation resulting from 
the merger or consolidation with Lessee, or to any person or entity which 
acquires all of the assets of Lessee as a going concern of the business that 
is being conducted on the Premises, provided that said assignee assumes, in 
full, the obligations of Lessee under this Lease. Any such assignment shall 
not, in any way, affect or limit the liability of Lessee under the terms of 
this Lease even if after such assignment or subletting the terms of this 
Lease are materially changed or altered without the consent of Lessee, the 
consent of whom shall not be necessary.

   12.3 NO RELEASE OF LESSEE. Regardless of Lessor's consent, no subletting 
or assignment shall release Lessee of Lessee's obligation or alter the 
primary liability of Lessee to pay the rent and to perform all other 
obligations to be performed by Lessee hereunder. The acceptance of rent by 
Lessor from any other person shall not be deemed to be a waiver by Lessor of 
any provision hereof. Consent to one assignment or subletting shall not be 
deemed consent to any subsequent assignment or subletting. In the event of 
default by any assignee of Lessee or any successor of Lessee, in the 
performance of any of the terms hereof, Lessor may proceed directly against 
Lessee without the necessity of exhausting remedies against said assignee. 
Lessor may consent to subsequent assignments or subletting of this Lease or 
amendments or modifications to this Lease with assignees of Lessee, without 
notifying Lessee, or any successor of Lessee, and without obtaining its or 
their consent thereto and such action shall not relieve Lessee of liability 
under this Lease.

   12.4 ATTORNEY'S FEES. In the event Lessee shall assign or sublet the 
Premises or request the consent of Lessor to any assignment or subletting or 
if Lessee shall request the consent of Lessor for any act that Lessee 
proposes to do then Lessee shall pay Lessor's reasonable attorneys fees 
incurred in connection therewith, such attorneys fees not to exceed $250.00 
for each such request.

13. DEFAULTS; REMEDIES.

   13.1 DEFAULTS. The occurrence of any one or more of the following events 
shall constitute a material default and breach of this Lease by Lessee ???

   (a) XXXX

   (b) XXXX where such failure shall continue for a period of three days 
after written notice thereof from Lessor to Lessee.

   (c) The failure by Lessee to observe or perform any of the covenants, 
conditions or provisions of this Lease to be observed or performed by Lessee, 
other than described in paragraph (b) above, where such failure shall 
continue for a period of 30 days after written notice hereof from Lessor to 
Lessee; provided, however, that if the nature of Lessee's default is such 
that more than 30 days are reasonably required for its cure, then Lessee 
shall not be deemed to be in default if Lessee commenced such cure within 
said 30-day period and thereafter diligently pursues such cure to completion.

   (d) (i) The making by Lessee of any general assignment, or general 
arrangement for the benefit of creditors; (ii) the filing by or against 
Lessee of a petition to have Lessee adjudged a bankrupt or a petition for 
reorganization or arrangement under any law relating to bankruptcy (unless, 
in the case of a petition filed against Lessee, the same is dismissed within 
ninety (90) days; (iii) the appointment of a trustee or receiver to take 
possession of substantially all of Lessee's assets located at the Premises or 
of Lessee's interest in this Lease, where possession is not restored to 
Lessee within sixty (60) days; or (iv) the attachment, execution or other 
judicial seizure of substantially all of Lessee's assets located at the 
Premises or of Lessee's interest in this Lease, where such seizure is not 
discharged within sixty (60) days.

   (e) The discovery by Lessor that any financial statement given to Lessor 
by Lessee, any assignee of Lessee, any subtenant of Lessee, any successor in 
interest of Lessee or any guarantor of Lessee's obligations hereunder,and any 
of them, was materially false.

   13.2 REMEDIES. In the event of any such material default or breach by 
Lessee, Lessor may at any time thereafter, with or without notice or demand 
and without limiting Lessor in the exercise of any right or remedy which 
Lessor may have by reason of such default or breach;

   (a) Terminate Lessee's right to possession of the Premises by any lawful 
means, in which case this Lease shall terminate and Lessee shall immediately 
surrender possession of the Premises to Lessor. In such event Lessor shall be 
entitled to recover from Lessee all reasonable damages incurred by Lessor by 
reason of Lessee's default including, but not limited to, the cost of 
recovering possession of the Premises, reasonable expenses of reletting, 
including necessary renovation and alteration of the Premises, reasonable 
attorney's fees, and any real estate commission actually paid; the worth at 
the time of award by the court having jurisdiction thereof of the amount by 
which the unpaid rent for the balance of the term after the time of such 
award exceeds the amount of such rental loss for the same period that Lessee 
proves could be reasonably avoided; that portion of the leasing commission 
paid by Lessor pursuant to Paragraph 15 applicable to the unexpired term of 
this Lease.

                                    - 3 -

<PAGE>

   (b) Maintain Lessee's right to possession in which case this Lease shall 
continue in effect whether or not Lessee shall have abandoned the Premises. 
In such event Lessor shall be entitled to enforce all of Lessor's rights and 
remedies under this Lease, including the right to recover the rent as it 
becomes due hereunder.

   (c) Pursue any other remedy now or hereafter available to Lessor under the 
laws or judicial decisions of the State in which the Premises are located.

   13.3 DEFAULT BY LESSOR. Lessor shall not be in default unless Lessor fails 
to perform obligations required of Lessor within a reasonable time, but in no 
event later than thirty (30) days after written notice by Lessee to Lessor 
and to the holder of any first mortgage or deed of trust covering the 
Premises whose name and address shall have theretofore been furnished to 
Lessee in writing, specifying wherein Lessor has failed to perform such 
obligations, provided, however, that if the nature of Lessor's obligation is 
such that more than thirty (30) days are required for performance then Lessor 
shall not be in default if Lessor commences performance within such 30-day 
period and thereafter diligently prosecutes the same to completion.

   13.4 LATE CHARGES. Lessee hereby acknowledges that late payment by Lessee 
to Lessor of rent and other sums due hereunder will cause Lessor to incur 
costs not contemplated by this Lease, the exact amount of which will be 
extremely difficult to ascertain. Such costs include, but are not limited to, 
processing and accounting charges, and late charges which may be imposed on 
Lessor by the terms of any mortgage or trust deed covering the Premises. 
Accordingly, if any installment of rent or any other sum due from Lessee 
shall not be received by Lessor or Lessor's designee within ten (10) days 
after such receipt of notice that amount shall be due, Lessee shall pay to 
Lessor a late charge equal to 6% of such overdue amount. The parties hereby 
agree that such late charge represents a fair and reasonable estimate of the 
costs Lessor will incur by reason of late payment by Lessee. Acceptance of 
such late charge by Lessor shall in no event constitute a waiver of Lessee's 
default with respect to such overdue amount, nor prevent Lessor from 
exercising any of the other rights and remedies granted hereunder.

14. CONDEMNATION. If the Premises or any portion thereof are taken under the 
power of eminent domain, or sold under the threat of the exercise of said 
power (all of which are herein called "condemnation"), this Lease shall 
terminate as to the part so taken as of the date the condemning authority 
takes title or possession, whichever first occurs. If more than 10% of the 
floor area of the improvements on the Premises, or more than 25% of the land 
area of the Premises which is not occupied by any improvements, is taken by 
condemnation, Lessee may, at Lessee's option to be exercised in writing only 
within thirty (30) days after Lessor shall have given Lessee written notice 
of such taking (or in the absence of such notice, within thirty (30) days 
after the condemning authority shall have taken possession) terminate this 
Lease as of the date the condemning authority takes such possession. If 
Lessee does not terminate this Lease in accordance with the foregoing, this 
Lease shall remain in full force and effect as to the portion of the Premises 
remaining, except that the rent shall be reduced in the proportion that the 
floor area taken bears to the total floor area of the building situated on 
the Premises. Any award for the taking of all or any part of the Premises 
under the power of eminent domain or any payment made under threat of the 
exercise of such power shall be the property of Lessor, whether such award 
shall be made as compensation for diminution in value of the leasehold or for 
the taking of the fee, or as severance damages; provided, however that Lessee 
shall be entitled to any award for loss of or damage to Lessee's trade 
fixtures and removable personal property moving expenses and all other 
provable damages. In the event that this Lease is not terminated by reason of 
such condemnation, Lessor shall, to the extent of severance damages received 
by Lessor in connection with such condemnation, repair any damage to the 
Premises caused by such condemnation except to the extent that Lessee has 
been reimbursed therefor by the condemning authority. Lessee shall pay any 
amount in excess of such severance damages required to complete such repair.

15. BROKER'S FEE. Upon execution of this Lease by both parties, Lessor shall 
pay to BT Commercial Brokerage and CB Commercial a licensed real estate 
broker, a fee as set forth in a separate agreement between Lessor and said 
broker, or in the event there is no separate agreement the sum of $7,560.00 
for brokerage services rendered by said broker to Lessor in this transaction. 
Lessor further agrees that if Lessee exercises any option granted herein or 
any option substantially similar thereto, either to extend the term of this 
Lease, to renew this Lease, to purchase said Premises or any part thereof 
and/or any adjacent property which Lessor may own or in which Lessor has an 
interest, or any other option granted herein, or if said broker is the 
procuring cause of any other lease or sale entered into between the parties 
pertaining to the Premises and/or any adjacent property in which Lessor has 
an interest, then as to any of said transactions, Lessor shall pay said 
broker a fee in accordance with the schedule of said broker in effect at the 
time of execution of this Lease. Lessor agrees to pay said fee not only on 
behalf of Lessor but also on behalf of any person, corporation, association, 
or other entity having an ownership interest in said real property or any 
part thereof, when such fee is due hereunder. Any transferee of Lessor's 
interest in this Lease, by accepting an assignment of such interest, shall be 
deemed to have assumed Lessor's obligation under this Paragraph 15. Said 
broker shall be a third party beneficiary of the provisions of this Paragraph.

16. GENERAL PROVISIONS.

   16.1 ESTOPPEL CERTIFICATE.

     (a) Lessee shall at any time upon not less than ten (10) business days' 
prior written notice from Lessor execute, acknowledge and deliver to Lessor a 
statement in writing (i) certifying that to Lessee's actual knowledge, this 
Lease is unmodified and in full force and effect (or, if modified, stating 
the nature of such modification and certifying that this Lease, as so 
modified, is in full force and effect) and the date to which the rent and 
other charges are paid in advance, if any, and (ii) acknowledging that there 
are not, to Lessee's actual knowledge, any uncured defaults on the part of 
Lessor hereunder, or specifying such defaults if any are claimed. Any such 
statement may be conclusively relied upon by any prospective purchaser or 
encumbrancer of the Premises.

     (b) Lessee's failure to deliver such statement within such time shall be 
conclusive upon Lessee (i) that this Lease is in full force and effect, 
without modification except as may be represented by Lessor, (ii) that there 
are no uncured defaults in Lessor's performance, and (iii) that not more than 
one month's rent has been paid in advance or such failure may be considered 
by Lessor as a default by Lessee under this Lease.

     (c) If Lessor desires to finance or refinance the Premises, or any part 
thereof, Lessee hereby agrees to deliver to any lender designated by Lessor 
such financial statements of Lessee as may be reasonably required by such 
lender. Such statements shall include the past three years' financial 
statements of Lessee. All such financial statements shall be received in 
confidence and shall be used only for the purposes herein set forth.

   16.2 LESSOR'S LIABILITY. The term "Lessor" as used herein shall mean 
only the owner or owners at the time in question of the fee title or a 
lessee's interest in a ground lease of the Premises, and except as expressly 
provided in Paragraph 15. In the event of any of such title or interest, 
Lessor herein named (and in case of any subsequent transfers the then 
grantor) shall be relieved from and after the date of such transfer of all 
liability as respects Lessor's obligations thereafter to be performed, 
provided that any funds in the hands of Lessor or the then grantor at the 
time of such transfer, in which Lessee has an interest, shall be delivered to 
the grantee and such grantee assumes all of Lessee's obligations under this 
Lease. The obligations contained in this Lease to be performed by Lessor 
shall, subject as aforesaid, be binding on Lessor's successors and assigns, 
only during their respective periods of ownership.

   16.3 SEVERABILITY. The invalidity of any provision of this Lease as 
determined by a court of competent jurisdiction, shall in no way affect the 
validity of any other provision hereof.

   16.4 INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly herein 
provided, any amount due Lessor not paid when due shall bear interest at 6% 
per annum from the date due. Payment of such interest shall not excuse or 
cure any default by Lessee under this Lease, provided, however, that interest 
shall not be payable on late charges incurred by Lessee nor on any amounts 
upon which late charges are paid by Lessee.

   16.5 TIME OF ESSENCE.  Time is of the essence.

   16.6 CAPTIONS. Article and paragraph captions are not a part hereof.

   16.7 INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS. This Lease contains 
all agreements of the parties with respect to any matter mentioned herein. No 
prior agreement or understanding pertaining to any such matter shall be 
effective. This Lease may be modified in writing only, signed by the parties 
in interest at the time of the modification. Except as otherwise stated in 
this Lease, Lessee hereby acknowledges that neither the real estate broker 
listed in Paragraph 15 hereof nor any cooperating broker on this transaction 
nor the Lessor or any employees or agents of any of said XXXX and the 
compliance thereof to all applicable laws and regulations enforced during the 
term of this Lease except as XXXX this Lease.

   16.8 NOTICES. Any notice required or permitted to be given hereunder shall 
be in writing and may be given by personal delivery or by certified mail, and 
if given personally or by mail, shall be deemed sufficiently given if 
addressed to Lessee or to Lessor at the address noted below the signature of 
the respective parties, as the case may be. Either party may by notice to the 
other specify a different address for notice purposes except that upon 
Lessee's taking possession of the Premises, the Premises shall constitute 
Lessee's address for notice purposes. A copy of all notices required or 
permitted to be given to Lessor hereunder shall be concurrently transmitted 
to such party or parties at such addresses as Lessor may from time to time 
hereafter designate by notice to Lessee.

   16.9 WAIVERS. No waiver by Lessor of any provision hereof shall be deemed 
a waiver of any other provision hereof or of any subsequent breach by Lessee 
of the same or any other provision. Lessor's consent to or approval of any act 
shall not be deemed to render unnecessary the obtaining of Lessor's consent 
to or approval of any subsequent act by Lessee. The acceptance of rent 
hereunder by Lessor shall not be a waiver of any preceding breach by Lessee 
of any provision hereof, other than the failure of Lessee to pay the 
particular rent so accepted, regardless of Lessor's knowledge of such 
preceding breach at the time of acceptance of such rent.

   16.10 RECORDING. Lessee shall not record this Lease without Lessor's prior 
written consent, and such recordation shall, at the option of Lessor, 
constitute a non-curable default of Lessee hereunder. Either party shall, 
upon request of the other, execute, acknowledge and deliver to the other a 
"short form" memorandum of this Lease for recording purposes.

   16.11 HOLDING OVER. If Lessee remains in possession of the Premises or any 
part thereof after the expiration of the term hereof without the express 
written consent of Lessor, such occupancy shall be a tenancy from month to 
month at a rental in the amount of the last monthly rental plus all other 
charges payable hereunder, and upon all the terms hereof applicable to a 
month-to-month tenancy.

   16.12 CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed 
exclusive but shall, wherever possible, be cumulative with all other remedies 
of law or in equity.

   16.13 COVENANTS AND CONDITIONS. Each provision of this Lease performable by 
Lessee shall be deemed both a covenant and a condition.

   16.14 BINDING EFFECT; CHOICE OF LAW. Subject to any provisions hereof 
restricting assignment or subletting by Lessee and subject to the provisions 
of Paragraph 16.2 this Lease shall bind the parties, their personal 
representatives, successors and assigns. This Lease shall be governed by the 
laws of the State in which the Premises are located.

   16.15 SUBORDINATION.

     (a) This Lease, at Lessor's option, shall be subordinate to any ground 
lease, mortgage, deed of trust, or any other hypothecation for security now 
or hereafter placed upon the real property of which the Premises are a part 
and to any and all advances made on the security thereof and to all renewals, 
modifications, consolidations, replacements and extensions thereof. 
Notwithstanding such subordination, Lessee's right to quiet possession of the 
Premises shall not be disturbed if Lessee is not in default and so long as 
Lessee shall pay the rent and observe and perform all of the provisions of 
this Lease unless this Lease is otherwise terminated pursuant to its terms 
subject to Lessee's nondisturbance rights set forth in this Section 16.15(a), 
if any mortgagee, trustee or ground lessor shall elect to have this Lease 
prior to the lien of its mortgage, deed of trust or ground lease, and shall 
give written notice thereof to Lessee, this Lease shall be deemed prior to 
such mortgage, deed of trust, or ground lease, whether this Lease is dated 
prior or subsequent to the date of said mortgage deed of trust or ground 
lease or the date of recording thereof.

<PAGE>

     (b) Subject to Lessee's nondisturbance rights set forth in Section 
16.15(a) above, Lessee agrees to execute any reasonablle documents required 
to effectuate such subordination or to make this Lease prior to the date of 
any mortgage, deed of trust or ground lease, as the case may be, and failing 
to do so within ten (10) days after written demand, does hereby XXXXXXXXXXXXX 
constitute and irrevocably appoint Lessor as Lessee's attorney in fact and in 
Lessee's name, place and stead, to do so.

   16.16 ATTORNEY'S FEES. If either party or the broker named herein brings 
an action to enforce the terms hereof or declare rights hereunder, the 
prevailing party in any such action, on trial or appeal, shall be entitled to 
his reasonable attorney's fees to be paid by the losing party as fixed by the 
court. The provisions of this paragraph shall inure to the benefit of the 
broker named herein who seeks to enforce a right hereunder.

   16.17 LESSOR'S ACCESS. Lessor and Lessor's agents shall have the right to 
enter the Premises at reasonable times upon 24 hours prior notice (except in 
the case of emergency) for the purpose of inspecting the same, showing the 
same to prospective purchasers, or lenders, or lessees, and making such 
alterations, repairs, improvements or additions to the Premises or to the 
building of which they are a part as Lessor may deem necessary or 
desirable. Lessor may at any time place on or about the Premises any ordinary 
"For Sale" signs and Lessor may at any time during the last 120 days of the 
term hereof place on or about the Premises any ordinary "For Lease" signs, 
all without rebate of rent or liability to Lessee.

   16.18 SIGNS AND AUCTIONS. Lessee shall not place any sign upon the 
Premises or conduct any auction thereon without Lessor's prior written 
consent except that Lessor shall have the right, without the prior permission 
of Lessor to place ordinary and usual for rent or sublet signs thereon.

   16.19 MERGER. The voluntary or other surrender of this Lease by Lessee, or 
a mutual cancellation thereof, or a termination by Lessor shall not work a 
merger, and shall, at the option of Lessor, terminate all or any existing 
subtenancies or may, at the option of Lessor, operate as an assignment to 
Lessor of any or all of such subtenancies.

   16.20 CORPORATE AUTHORITY. If Lessee is a corporation, each individual 
executing this Lease on behalf of said corporation represents and warrants 
that he is duly authorized to execute and deliver this Lease on behalf of 
said corporation, in accordance with a duly adopted resolution of the Board 
of Directors of said corporation or in accordance with the Bylaws of said 
corporation, and that this Lease is binding upon said corporation in 
accordance with its terms. If Lessee is a corporation Lessee shall, within 
thirty (30) days after execution of this Lease, deliver to Lessor a certified 
copy of a resolution of the Board of Directors of said corporation 
authorizing or ratifying the execution of this Lease.

   16.21 CONSENTS. Wherever in this Lease the consent of one party is 
required to an act of the other party such consent shall not be unreasonably 
withheld or delayed.

   16.22 GUARANTOR. In the event that there is a guarantor of this Lease, 
said guarantor shall have the same obligations as Lessee under Paragraphs 
16.1 and 16.20 of this Lease.

   16.23 QUIET POSSESSION. Upon Lessee paying the fixed rent reserved 
hereunder and observing and performing all of the covenants, conditions and 
provisions on Lessee's part to be observed and performed hereunder, Lessee 
shall have quiet possession of the Premises for the entire term hereof 
subject to all of the provisions of this Lease.

   16.24 OPTIONS. In the event that the Lessee, under the terms of this 
Lease, has any option to extend the term of this Lease, or any option to 
purchase the Premises or any right of first refusal to purchase the Premises 
or other property of Lessor, then each of such options and rights are 
personal to Lessee and may not be exercised or be assigned, voluntarily or 
involuntarily, by or to any one other than Lessee except that it may be 
exercised by or assigned to any of the entities described in paragraph 12.2 
hereof for whom Lessee does not need the consent of Lessor to assign this 
Lease. In the event that Lessee hereunder has any multiple options to extend 
this Lease a later option to extend the Lease cannot be exercised unless the 
prior option has been so exercised.

   16.25 MULTIPLE TENANT BUILDING RULES AND REGULATIONS. In the event that 
the Premises are part of a larger building or group of buildings then Lessee 
agrees that it will abide by, keep and observe all reasonable rules and 
regulations which Lessor may make from time to time for the management, 
safety, care, and cleanliness of the building and grounds, the parking of 
vehicles and the preservation of good order therein as well as for the 
convenience of other occupants and tenants of the building. Further, Lessee 
will promptly pay its prorata share, as reasonably determined by Lessor, of 
any maintenance or repair of such portion of the Premises or such portion of 
the property of which the Premises are a part, which are common areas or used 
by Lessee and other occupants thereof. The violations of any such rules and 
regulations, or the failure to pay such prorata share of costs, shall be 
deemed a material breach of this Lease by Lessee.

   16.26 INSURING PARTY. The insuring party under this Lease shall be the 
Lessee and Landlord as applicable.

   16.27 ADDITIONAL PROVISIONS. If there are no additional provisions draw a 
line from this point to the next printed word after the space left here. If 
there are additional provisions place the same here.

See Attached Addendum and by this reference made a part hereof.







The parties hereto have executed this Lease at the place and on the dates 
specified immediately adjacent to their respective signatures.

If this Lease has been filled in it has been prepared for submission to your 
attorney for his approval. No representation or recommendation is made by the 
real estate broker or its agents or employees as to the legal sufficiency, 
legal effect, or tax consequences of this Lease or the transactions relating 
thereto.


Executed at Belmont                              Dani Investment Partners
            ------------------                   -----------------------------

on 15 December, 1994                         By  /s/ XXXXXXXXXXXXXXXXXXXXXX
   ---------------------------                   -----------------------------

Address 1355 Shoreway Rd                     By
       -----------------------                   -----------------------------

                                                   "LESSOR" (Corporate seal)


Executed at San Carlos, CA                       Conceptus, Inc.
            ------------------                   -----------------------------

on 15 December, 1994                         By  /s/ XXXXXXXXXXXXXXXXXXXXX
   ---------------------------                   -----------------------------

Address 1021 Howard Ave.                     By
        ----------------------                   -----------------------------

                                                   "LESSEE" (Corporate seal)

<PAGE>

                              ADDENDUM TO LEASE

     THIS ADDENDUM TO LEASE ("Addendum") is dated as of November 8, 1994 
and is made between the 1981 FARREY TRUST ("Lessor") and CONCEPTUS, INC., a 
Delaware Corporation ("Lessee") to be a part of that certain Standard 
Industrial Lease with the same date between Lessor and Lessee ("Lease") 
concerning the approximately 14,000 square foot premises ("Premises") 
located within the building commonly known as 1021 Howard Avenue, San Carlos, 
California ("Building"). Lessor and Lessee agree that the Lease is hereby 
modified and supplemented as follows:

     1. SHARE OF OPERATING EXPENSES. Notwithstanding anything to the contrary 
in the Lease, the parties agree as follows:

        1.1 OPERATING EXPENSES. Lessee shall pay to Lessor Lessee's 
Percentage Share of Operating Expenses. "Lessee's Percentage Share of 
Operating Expenses" is 70%. In addition, Landlord has attached hereto as 
EXHIBIT C Landlord's latest months billing statements for Operating Expenses.

        (a) DEFINITION. "Operating Expenses" shall include the following 
reasonable and necessary actual expenses: (i) premiums for insurance 
maintained by Lessor pursuant to Section 9 (but not premiums for earthquake 
insurance); (ii) wages, salaries and related expenses and benefits of on-site 
employees engaged in the operation and maintenance of the Building; (iii) 
supplied and materials used in the operation of the Building; (iv) 
maintenance and janitorial costs incurred on behalf of the Building; (v) the 
cost of reasonable repairs and general maintenance as set forth in Section 
4.1 below (excluding those paid for by proceeds of insurance or other parties 
and alterations attributable solely to tenants of the Building other than 
Lessee); (vi) Real Property Taxes and other assessments, fees or charges from 
any government agency and any reassessments thereof (subject to the terms of 
Section 6.1 below); (vii) reasonable charges for heat, water, gas, 
electricity and other utilities used or consumed in the Building and Common 
Areas, excluding the Premises; and (viii) capital improvements required by 
law or which under generally accepted accounting principals and practices are 
capital expenditures, in either of which case the cost thereof should be 
divided by the number of years of the useful life of the improvement (but 
only the portion of the useful life falling within the remainder of the Lease 
term) and said annual amount shall be paid by Lessee during the applicable 
year.

         (b) EXCLUSIONS. Notwithstanding anything in this Section 1 to the 
contrary, Operating Expenses should not include the following: (a) 
advertising costs, brokerage commissions, or legal fees incurred in 
connection with the leasing of the Building; (b) damage and repairs covered 
under any insurance policy carried by Lessor in connection with the Building; 
(c) maintenance, damage and repair necessitated by the gross negligence or 
willful misconduct of Lessor or required to be done by Lessor pursuant to 
Section 6; (d) general overhead expense not directly related to the Building; 
and (e) any other expense which, under generally accepted accounting 
principles and practice, would not be considered a normal maintenance and 
operating expense.

         (c) LIMITATIONS ON COLLECTION. Lessor shall not collect in excess of 
one hundred percent (100%) of Operating Expenses, or any item of cost more 
than once. There shall not be included in Operating Expenses any costs in 
excess of those that would be reasonably incurred by prudent operators and 
managers of similar first-class buildings, and any Operating Expense charged 
Lessor by any of its affiliates for goods or services provided to the 
Building shall not exceed the prevailing cost thereof that would be charged 
to Lessor by nonaffiliated parties. All Operating Expenses shall be 
determined in accordance with generally accepted accounting principles and 
practices, consistently applied.

                                   1

<PAGE>

         (d) AUDIT. Lessor shall keep at the Building for a period of at 
least twelve (12) months after the expiration of each calendar year, full and 
accurate books, records, and supporting documents in connection with Lessor's 
annual statement of Operating Expenses and Real Property Taxes. Lessee shall 
have the right to challenge the accuracy of any Operating Expenses or Real 
Property Taxes, and if Lessee challenges any Operating Expenses or Real 
Property Taxes, Lessor shall make Lessor's books and supporting documents 
available to Lessee and Lessee may inspect the same. The Operating Expenses 
and Real Property Taxes shall be appropriately adjusted on the basis of such 
audit. Lessee shall pay the cost and expense of such audit, unless such audit 
shows a discrepancy of at least five percent (5%) of Operating Expenses or, 
as the case may be, Real Property Taxes, in which event Lessor shall pay the 
cost and expenses of such audit.

     2. USE AND COMPLIANCE WITH LAWS. Notwithstanding anything to the 
contrary in the Lease, the parties agree as follows:

     2.1 COMPLIANCE WITH LAWS. Lessee shall not violate any requirements of 
municipal, county, state, federal and other applicable governmental 
authorities, now in force, or which may hereafter be in force, pertaining to 
the Premises. However, Lessee shall not be required to make but shall pay 
for, through additional rental pursuant to Section 1.1(a), any structural 
changes, capital expenditures or improvements or alterations on the Premises 
or in the Building which will remain a part thereof for the benefit of Lessor 
upon termination of this Lease in order to comply with any governmental law, 
ordinance, rule or regulation or any recommendation of Lessor's insurance 
rating organization, unless the same is specifically required by Lessee's 
particular use of the Premises.

     3. REPAIRS AND MAINTENANCE. Notwithstanding anything to the contrary in 
the Lease, the parties agree as follow:

         3.1 LESSOR'S REPAIRS. Lessor shall maintain in good condition and 
repair in a prompt and diligent manner, subject to Lessee's reimbursement 
obligations pursuant to Section 1.1 above: (i) all portions of the Building 
which are not a part of the Premises, including but not limited to all 
elevators, electrical, mechanical, plumbing, sewage, heating, ventilating and 
air conditioning systems serving the Premises and the Building; (ii) all 
portions of the roof, roof structures and supports (excluding the roof 
membrane), and all structural portions of the Premises, including but not 
limited to, the foundation and structural supports, exterior and load bearing 
walls, subfloors and floors (but not floor coverings), gutters, downspouts 
and exterior doors; (iii) all utilities to the Premises; (iv) all driveways, 
sidewalks, parking areas and all other Common Areas and facilities thereof, 
(v) latent defects in the Premises as well as any damage to the Premises 
caused by the willful act or the gross negligence of the Lessor or its 
agents; and (vii) the heating, ventilating and air conditioning system 
serving the Premises.

         Lessee shall give Lessor notice of any such repairs may be required 
under the terms of this Lease and Lessor shall proceed forthwith to commence 
the same with reasonable diligence, but in no event later than thirty (30) 
days after having received such notice. In the event of an emergency Lessee 
shall be empowered to undertake immediate repairs of such nature as would be 
Lessor's responsibility and notify Lessor promptly after such repairs have 
been undertaken. If Lessor fails to commence to repair or maintain the 
Premises within the thirty (30) day period provided herein, or if Lessee 
undertakes emergency repairs as above stated, Lessee may perform the repairs 
or maintenance and Lessor shall promptly, upon demand, reimburse Lessee for 
such reasonable costs.

                                       2

<PAGE>

         3.2 LESSEE'S REPAIRS. Lessee shall keep the interior non-structural 
portions of the Premises in good condition, order and repair. However, in no 
event shall Lessee's obligation to repair under this subsection extend to (i) 
damage and repairs covered under any insurance policy carried by Lessor in 
connection with the Building, (ii) damage caused in whole or in part by the 
gross negligence or willful misconduct of Lessor or Lessor's agents, 
employees, invitees or licensees, (iii) repairs covered under Operating 
Expenses, (iv) reasonable wear and tear; and (v) conditions covered under any 
warranties of Lessor's contractors, damage by fire and other casualties, acts 
of governmental authorities, or acts of God and the elements.

     4. INDEMNITY. Notwithstanding anything to the contrary in the Lease, 
Lessee shall indemnify and hold harmless Lessor of and from any loss, 
attorney's fees, expenses or claims arising from the negligence or 
intentional act of Lessee, or Lessee's agents, servants, employees, or 
invitees (collectively, "Lessee's Parties"); provided, however, that the 
indemnification provided in this sentence shall not apply to the extent that 
any loss, expense or claim arises from the negligence, breach of contract or 
intentional act of Lessor of Lessor's agents, servants, employees, or 
invitees (collectively "Lessor's Parties"). Lessor shall indemnify and hold 
harmless Lessee of and from any loss, attorneys' fees, expenses or claims 
arising out of (i) the negligence or intentional act of Lessor or Lessor's 
Parties, or (ii) the payment of the brokerage commission due to BT Commercial 
pursuant to this transaction; provided, however, that the indemnification 
provided in this sentence shall not apply to the extent that any loss, 
expense or claim arises from the negligence, breach of contract or 
intentional act of Lessee or Lessee's Parties.

     5. DAMAGE AND DESTRUCTION. Notwithstanding anything to the contrary in 
the Lease, if the Building or Premises is damaged or destroyed to the extent 
that the Premises or Building, in Lessor's reasonable opinion based on the 
finding of Lessor's architects or contractors, cannot, with reasonable 
diligence, be fully repaired or restored by Lessor within one hundred eighty 
(90) days after the date of the damage or destruction, Lessee may terminate 
this Lease immediately upon notice thereof to Lessor and the obligation of 
Lessee, if any, to pay rent and additional rental to Lessor shall terminate 
as of the date of such notice. Lessor shall, within sixty (30) days of such 
damage or destruction, determine whether the Building or Premises can be 
fully repaired or restored within the one hundred eighty (90) day period, 
and notify Lessee of such determination. If the Building can be fully 
repaired or restored within the one hundred eighty (90) day period, this 
Lease shall remain in full force and effect, except that rent and additional 
rental shall abate as described in Section 3.2, and Lessor shall diligently 
repair and restore the damage as soon as possible. If this Lease is not 
terminated despite damage or destruction to the Premises or Building, and 
Lessor fails to proceed with reasonable diligence to rebuild, or if the 
Premises or Building are not rebuilt within one hundred eighty (90) days of 
the event causing the damage or destruction, Lessee may, at its option, 
terminate this Lease.

     6. REAL PROPERTY TAXES. Notwithstanding anything to the contrary in the 
Lease, the parties agree as follow:

         6.1 EXCLUSIONS. The following shall not constitute Real Property 
Taxes for the purposes of this Lease, and nothing contained herein shall be 
deemed to require Lessee to pay any of the following: (i) any state, local, 
federal, personal or corporate income tax measured by the income of Lessor; 
(ii) any estate, inheritance taxes, or gross rental receipts tax; (iii) any 
franchise, succession or transfer taxes; (iv) interest on taxes or penalties 
resulting from Lessor's failure to pay taxes; or (v) any increases in taxes 
attributable to additional improvements to the Building unless such 
improvements are constructed for Lessee's sole benefit.

         6.2 INSTALLMENT ELECTION. Upon Lessee's request, Lessor shall elect 
to cause any Real Property Taxes which may be evidenced by improvement or 
other bonds or which may be paid in annual or other periodic installments to 
be paid in installments over the maximum period permitted by law.

                                    3

<PAGE>

     7. BONUS RENT. Notwithstanding anything to the contrary in the Lease, in 
the event that Lessee shall assign, sublease or otherwise transfer all or any 
portion of the Premises to a party other than an affiliate of Lessee during 
the initial term of the Lease, Lessor and Lessee shall evenly divide any rent 
or other consideration paid to Lessee in connection with such assignment, 
sublease or other transfer, after first deducting out for Lessee's account 
the cost of (i) broker's commissions paid by Lessee with regard to the 
transfer, (ii) reasonable legal fees, and (iii) the unamortized portions of 
improvements made in the subleased area by Lessee for Lessee's use during the 
original tenancy.

     8. TEMPORARY CONDEMNATION. Notwithstanding anything to the contrary in 
the Lease, in the event of a temporary condemnation of the Premises which 
lasts for a period of one hundred eighty (60) days or more, and which Lessee 
reasonably determines causes substantial interference with the operation of 
Lessee's business in the Premises, Lessee may terminate this Lease upon 
notice to Lessor. In the event of a partial termination of the Lease which 
would not allow Lessee to terminate this Lease under the terms and conditions 
of this section, this Lease shall continue in full force and effect, except 
that rent and Lessee's additional rent shall be adjusted, for the period 
Lessee is unable to use condemned area, on the basis of the square footage 
condemned.

9. ENVIRONMENTAL MATTERS.

         9.1 HAZARDOUS MATERIALS. Lessor represents and warrants as of the 
date of the Lease that, to the best of Lessor's actual knowledge, there are 
no Hazardous Materials present in, on or about the Premises, the Building or 
the Common Areas. As used herein, "Hazardous Materials" shall include, but 
not be limited to, any material or substance that, whether by its nature or 
use, is not or hereafter defined as a hazardous waste, hazardous substance, 
pollutant or contaminant under any present or future laws, statutes, 
ordinances, rules, regulations, orders, codes, licenses, permits, decrees, 
judgements, directives or the equivalent of or by any governmental authority 
and relating to or addressing the protection of the environment or human 
health ("Regulations"), including any material or substance which is toxic, 
explosive, corrosive, flammable, infectious, radioactive, carcinogenic, 
mutagenic or otherwise hazardous and which is now or hereafter regulated 
under any Regulations, or which is or contains petroleum, gasoline, diesel 
fuel or another petroleum hydrocarbon product.

         9.2 LESSEE'S RIGHTS. To the extent such Hazardous Materials are 
present, Lessor shall immediately provide Lessee with notice of such fact. In 
addition, Lessor shall require all other tenants in the Building, including 
Lessor, to comply with all Regulations regarding the use, storage, generation 
or removal of Hazardous Material in, on or under the Premises. Lessee shall 
have the right, if Lessee reasonably determines Hazardous Materials are 
present on the Premises and informs Lessor of the basis for such belief, to 
require Lessor to conduct tests and investigations to determine whether 
Lessor is in compliance with the foregoing provisions.

         9.3 INDEMNIFICATION.

         (a) LESSOR'S INDEMNITY. Lessor shall indemnify, defend, protect and 
hold Lessee and Lessee's Parties harmless from and against all liabilities, 
losses, costs and expenses (including reasonable attorney's fees), demands, 
cause of action, claims or judgements directly or indirectly arising out of 
(i) the use, generation, storage or disposal of Hazardous Materials by Lessor 
or any of Lessor's Parties; (ii) a breach of the representation and warranty 
set forth in Section 9.1; or (iii) the presence of any Hazardous Materials 
in, on, or about the Premises, Building or Common Areas on or prior to the 
Rental Commencement Date. Lessor's obligations pursuant to the foregoing 
indemnity shall be in addition to Lessor's obligations under Section 5 of 
this Addendum and shall survive the termination of this Lease.

                                     4

<PAGE>


         (b) Lessee shall indemnify, defend, protect and hold Lessor and 
Lessor's Parties harmless from and against all liabilities, losses, costs and 
expenses (including reasonable attorney's fees), demands, causes of action, 
claims or judgements directly or indirectly arising out of the use, 
generation, storage or disposal of Hazardous Materials by Lessee or any of 
Lessee's parties. Lessee's obligations pursuant to the foregoing indemnity 
shall be in addition to Lessee's obligations under Section 5 of this Addendum 
and shall survive the termination of the Lease.

     10. EFFECT OF ADDENDUM. In the event of any inconsistency between the 
terms of this Addendum and the terms of the Lease, the terms of this Addendum 
shall control. As used herein, the term "Lease" shall mean the Lease, this 
Addendum and all exhibits referred to in the Lease and this Addendum.


                                            "LESSOR"

                                            DANI INVESTMENT PARTNERS

                                            By: /s/ illegible signature
                                               ------------------------------

                                            Its:  President
                                                -----------------------------



                                            "LESSEE"

                                             CONCEPTUS, INC.,
                                             a FTW Delaware Corporation

                                             By: /s/ illegible signature
                                                -----------------------------

                                             Its:  President and CEO
                                                -----------------------------



                                         5
<PAGE>

    THIS SECOND ADDENDUM TO THE LEASE, DATED AUGUST 28, 1996, IS MADE BY AND
    BETWEEN DANI INVESTMENT PARTNERS "LESSOR" AND CONCEPTUS, INC., A DELAWARE
    CORPORATION "LESSEE", TO BE A PART OF THAT CERTAIN STANDARD INDUSTRIAL
    LEASE DATED NOVEMBER 8, 1994 BETWEEN LESSOR AND LESSEE FOR THE PREMISES
    COMMONLY KNOWN AS 1021 HOWARD AVENUE, SAN CARLOS, CA. (AS ATTACHED HERETO
    AND TOGETHER WITH ITS FIRST ADDENDUM THE "LEASE").
    
    Lessee and Lessor hereby agree the Lease is hereby modified and
    supplemented as follows:
    
    1.   SECTION 3. TERM
         
         The term of the Lease shall be extended to encompass the period
         commencing on September 1, 1996 and ending on August 31, 1997 (the
         "Extension Period").
    
    2.   SECTION 4. RENT
         
         The rent during the Extension Period shall be $14,000.00 per month.
    
    3.   SECTION 5.  SECURITY DEPOSIT
         
         The Security Deposit under the lease shall be increased to an
         aggregate of $14,000.00 which shall include amounts previously
         deposited.
    
    4.   EFFECT OF ADDENDUM
         
         Except as set forth above, the terms of the Lease shall continue to
         govern he parties' relationship through the Extension Period.  In the
         event of any inconsistency between the terms of this Addendum and the
         terms of the Lease, the terms of this Addendum shall control.  As used
         herein, the term "Lease" shall mean the Lease, this Addendum and all
         exhibits referred to in the Lease and this Addendum.
    
    5.   SECTION 15: BROKER'S FEES
         Each party warrants that it was not represented by a real estate
         broker or agent in this transaction and that no broker's fees are due. 
         If any claim does arise it shall be the lessees obligation.
    
    
    
    
    "LESSOR"                                "LESSEE"
    
    DANI INVESTMENT PARTNERS                CONCEPTUS, INC.
                                            A FTW Delaware Corporation
     
    BY:_______________________________      BY:________________________________
    
    
    ITS:______________________________      ITS:_______________________________