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                                                                    EXHIBIT 10.7

[NOVACEPT LOGO]
Healthcare for Women

                                  May 16, 2000

David Renzi
16301 N. 109th Street
Scottsdale, AZ 85259

Dear Dave,

On behalf of the Novacept management team and Board of Directors, we are
delighted to make you this offer to join us as the Vice President of Marketing
and Sales of Novacept Inc. I have summarized your employment terms below.

POSITION

You will become the Vice President of Marketing and Sales and an officer of the
Company, working out of the Company's headquarters in Palo Alto, California. You
will have the overall responsibility for the marketing and sales of our products
around the world. You will report to the President and CEO of the Company. You
agree that to the best of your abilities and experience you will at all times,
loyally and conscientiously perform all the duties and obligations required of
and from you pursuant to the expressed and implicit terms hereof, and to the
reasonable satisfaction of the Company. During the term of your employment, you
agree to devote all of your business time and attention to the business of the
Company, and, that you will not render commercial or professional services of
any nature to any person or organization, whether or not for compensation,
without the prior written consent of the President and CEO. In addition, you
will not directly or indirectly engage or participate in any business that is
competitive in any manner with the business of the Company. Nothing in this
letter agreement will prevent you from accepting speaking or presentation
engagements in exchange for honoraria or from serving on the Board of Directors
of companies and receiving customary compensation in exchange for such services
or from serving on Boards of charitable organizations.

START DATE

Your start date for beginning your employment at Novacept will be no later than
June 5, 2000.

PROOF OF RIGHT TO WORK

In accordance with federal immigration law, you will be required to provide to
the Company documentary evidence of your identity and eligibility for employment
in the United States. Such documentation must be provided to the Company within
three (3) business days of your hire date, or our employment relationship with
you may be terminated.

COMPENSATION

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Base Salary

Your annual base salary will be $178,200. You will be paid a monthly salary of
$14,850. You will also be eligible for annual salary increases.

Bonus

You will be eligible to receive an annual incentive bonus of up to 30% of your
base salary. 50% of this bonus will be guaranteed over the next four years, and
paid to you on a quarterly basis. However, for any percentage increase in your
salary that you might receive in any year, your guaranteed bonus for the next
year will be reduced by the same percentage, e.g. a six percent (6%) increase in
base salary would reduce the guaranteed bonus from 20% to 14%. Payment of the
remainder of the bonus will be based on the achievement of mutually agreed upon
objectives.

Stock Options

In connection with the commencement of your employment, the Company will
recommend that the Board of Directors grant you an option to purchase 173,000
shares of the Company's common stock with an exercise price equal to the fair
market value on the date of the grant. The current fair market value of the
Company's common stock as most recently determined by the Board of Directors is
$0.475 per share. 173,000 of these shares will vest over 4 years at the rate of
1/8th on the six months anniversary of your employment start date and 1/48th per
month thereafter. Vesting of course will depend on your continued employment
with the Company. Upon discontinuation of your full time employment with the
Company, any unvested shares will be subject to repurchase by the company. The
option will be an incentive stock option to the maximum extent allowed by the
tax code and will be subject to the terms of the Company's 1997 Stock Option
Plan and the Stock Option Agreement between you and the Company. In the future,
you will be eligible to receive additional grants of stock options or purchase
rights subject to terms and conditions as the Board of Directors shall determine
as of the date of any such grant.

BENEFITS

Insurance Benefits

The Company will provide you with the Company's standard medical and dental
insurance benefits. In addition, the Company currently indemnifies all officers
and directors to the maximum extent permitted by law and you will be requested
to enter into the Company's standard Indemnification Agreement giving you such
protection.

Vacation

You will be entitled to 3 weeks of paid vacation per year. Pro-rated for the
remainder of this calendar year you will be eligible for two weeks (10 days)
vacation.

Relocation Expenses

In connection with your relocation from Arizona to the San Francisco Bay area,
the company will reimburse you for all the usual and customary relocation
expenses. Included are moving of personal property, house hunting trips, travel,
expenses associated with the sale of your current residence, costs associated
with the purchase of a new residence, mortgage points up to 1 point,

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and other closing costs, etc. These reimbursements will be grossed up to account
for your federal and state income taxable liability.

Down Payment Assistance

We understand that you plan to provide assets for a new residence down payment
that equal up to 20% of the purchase price of the new residence. The Company
will provide you with a forgivable loan of up to $125,000 so that you can meet
this 20% down payment requirement. This loan will be given on a pro rata basis
over the four years commencing on the date of your employment with the Company
or, at your choice, will accumulate interest and be forgiven in the future but
no later than the 4 year anniversary of your start date.

Mortgage Assistance

In addition, the Company will give you a mortgage assistance payment of $3,650
per month for the first two years of employment. In year three you will receive
a monthly payment of $2,920, in year four a monthly payment of $2,555, and in
year five a monthly payment of $2,190

In the event that you terminate your employment with the Company before the end
of the first year of employment, you agree to repay the company 100% of the
relocation and mortgage assistance costs incurred by the company and to repay
the remaining unforgiven portion of the above mentioned loan.

Temporary Living Costs

In order to assist you with any short-term rental housing expense prior to the
sale of your home in Arizona, the company will reimburse your cost of housing in
the San Francisco Bay area for a period of up to 6 months.

CONFIDENTIALITY OF TERMS

You agree to follow the Company's strict policy that employees must not
disclose, either directly or indirectly, any confidential information, including
any of the terms of this agreement to any person including other employees of
the Company. However, you may discuss such terms with members of your immediate
family and any legal, tax, or accounting specialists who provide you with
services.

AT WILL EMPLOYMENT

Your employment with the Company will be on an "at will" basis, meaning that
either you or the company may terminate your employment at any time for any
reason or no reason, without further obligation or liability.

CHANGE OF CONTROL

Should the Company undergo a change in control by merger, reorganization,
consolidation, sale of assets or otherwise, in which 50% or more of the
ownership of the company is controlled by one entity, your unvested stock would
immediately vest in full, prior to the change in control and become exercisable.

TERMINATION/SEVERANCE

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Should the Company terminate your employment for reasons other than cause you
will receive 6 months salary and healthcare benefits. In addition, your mortgage
assistance would continue for one year.

Dave, I believe this represents our discussion and is an exceptionally
attractive package, especially when coupled with the equity appreciation
opportunity and the higher probability of success now that you are joining the
Company. We would like to conclude our agreement and extend this offer to expire
at 5:00 p.m. on May 19, 2000 if not previously accepted. If these terms are
agreeable please sign both copies of this letter and return one to me. We are
looking forward to your acceptance and, under your leadership, beginning of the
exciting marketing phase of the Company's development.

Sincerely,

David M. Clapper
President and Chief Executive Officer

ACCEPTED AND AGREED

David Renzi

Signature

/s/ David Renzi
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5/16/00
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Date