<PAGE>

                                                                  EXHIBIT - 10.5

[NOVACEPT INNOVATIONS IN HEALTHCARE FOR WOMEN LOGO]

November 15, 1999

                                            September 20, 1999

David Clapper
96 Atkinson Lane
Sudbury, MA 01776

Dear David:

         All of us are pleased that we have been able to reach a mutually
satisfactory agreement with regard to your joining us at Novacept. Below I have
summarized our understanding of the principal terms of your employment.

1.       POSITION.

         a.       You will become the President and Chief Executive Officer of
                  the Company, working out of the Company's headquarters office
                  in Palo Alto, California. You will also become a member of the
                  Company's Board of Directors. As President and CEO, you will
                  have overall responsibility for management of the Company. You
                  will report to the Company's Board of Directors.

         b.       You agree to the best of your ability and experience that you
                  will at all times loyally and conscientiously perform all of
                  the duties and obligations required of and from you pursuant
                  to the express and implicit terms hereof, and to the
                  reasonable satisfaction of the Company. During the term of
                  your employment, you further agree that you will devote all of
                  your business time and attention to the business of the
                  Company and 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 Company's Board of Directors, and 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 (including stock options grants) or from serving
                  on boards of charitable organizations, or from owning no more
                  than four percent (4%) of the outstanding equity securities of
                  a corporation whose stock is listed on a national stock
                  exchange or market.

2.       START DATE. We will work out a date that is suitable for you to
conclude your obligations with Focal within a reasonable period of time and
begin your position with Novacept. However, we would like to see you take the
helm as soon as possible.

<PAGE>

September 20, 1999
Page 2

3.       PROOF OF RIGHT TO WORK. For purposes of 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 us within three (3) business days of your date of hire, or our
employment relationship with you may be terminated.

4.       COMPENSATION.

         a.       Base Salary. You will be paid a monthly salary of $24,166
                  which is equivalent to $290,000 on an annualized basis. Your
                  salary will be payable in two equal payments per month
                  pursuant to the Company's regular payroll policy (or in the
                  same manner as other officers of the Company). You would be
                  eligible for annual increases as authorized by the
                  compensation committee and approved by the board of directors.

         b.       Bonus. You will be eligible to receive an annual incentive
                  bonus of up to 40% of your annual base salary (guaranteed on a
                  pro rata basis for the remainder of 1999). Fifty percent of
                  this bonus (20%) will be guaranteed over the next four years.
                  However, for any percentage annual increase in your salary
                  that you might receive in each year, your guaranteed bonus for
                  that 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 achievement of mutually agreed upon
                  milestones.

         c.       Annual Review. Your base salary will be reviewed at the end of
                  each calendar year as part of the Company's normal salary
                  review process.

5.       STOCK OPTIONS.

         a.       Initial Grant. In connection with the commencement of your
                  employment, the Company will recommend that the Board of
                  Directors grant you an option to purchase 600,000 shares of
                  the Company's Common Stock ("Shares" 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 $0.45
                  per share. 500,000 of these option shares will vest over 4
                  years at the rate of 1/8th on the six months anniversary of
                  your employment commencement date and 1/48th per month
                  thereafter. A bonus of the 100,000 additional option shares
                  will vest upon the closing of an initial public offering by
                  the Company or a Board-approved sale of the Company. Vesting
                  will, of course depend on your continued employment with 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.

                  You may purchase these shares either directly or through a
                  loan from the company secured by the shares. Any unvested
                  shares would be subject to repurchase by the company upon
                  discontinuation of your full time employment with the company.

<PAGE>

September 20, 1999
Page 3

         b.       Subsequent Option Grants. Subject to the discretion of the
                  Company's Board of Directors, you may be eligible to receive
                  additional grants of stock options or purchase rights from
                  time to time in the future, on such terms and subject to such
                  conditions as the Board of Directors shall determine as of the
                  data of any such grant.

6.       BENEFITS.

         a.       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 form of
                  Indemnification Agreement giving you such protection. Pursuant
                  to the Indemnification Agreement the Company will agree to
                  advance any expenses for which indemnification is available to
                  the extent allowed by applicable law.

                  The company will carry "key man" life insurance of $2 million
                  on you as President and CEO payable to the company and will
                  pay for a $1 million life insurance policy payable to your
                  heirs.

         b.       Vacation. You will be entitled to 3 weeks paid vacation per
                  year, pro-rated for the remainder of this calendar year.

7.       RELOCATION EXPENSES. In connection with your relocation from Boston to
the San Francisco Bay Area, the Company will reimburse you for all the usual and
customary relocation expenses including moving expenses, travel, and expenses
associated with the sale of your current residence, costs associated with the
purchase of a new residence e.g. mortgage points to a limit of 1.5% and other
closing costs, etc., including the federal income tax gross on taxable amounts.

8.       MORTGAGE ASSISTANCE. We understand that you plan to provide assets of
up to $500,000 toward the purchase of a new home in the San Francisco Bay Area.
We agree to reimburse you for providing these funds with a payment of $3700 per
month to assist you in this effort. This payment will be discontinued upon the
next equity financing of the Company in which at least $5 million is raised.
After the successful completion of such financing, the company will loan you
$500,000 which will be forgiven on a pro rata basis over four years commencing
on the date of your employment with the company.

In addition, the company will give you a mortgage assistance payment of $10,000
per month for the first two years of your employment. In year three you will
receive a monthly payment of $8000: in year four a monthly payment of $7000 and
in year five a monthly payment of $6000.

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 repay the
remaining unforgiven portion of the $500,000 loan.

9.       TEMPORARY LIVING COSTS. In order to assist you in the short term
relocation the company will reimburse your temporary cost of housing in the San
Francisco Bay Area for a period of up to 6 months.

<PAGE>

September 20, 1999
Page 4

10.      CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT. Your
acceptance of this offer and commencement of employment with the Company is
contingent upon the execution and delivery, to an officer of the Company, of the
Company's Confidential Information and Invention Assignment Agreement prior to
or on your Start Date.

11.      CONFIDENTIALITY OF TERMS. You agree to follow the Company's strict
policy that employees must not disclose, either directly or indirectly, any
information, including any of the terms of this agreement, regarding salary,
bonuses or stock purchase or option allocations to any person, including other
employees of the Company; provided, however, that you may discuss such terms
with members of your immediate family and any legal, tax or accounting
specialists who provide you with individual legal, tax or accounting advice.

12.      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.

13.      CHANGE IN CONTROL. Should the company undergo a change in control,
whether 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 vest in full upon the completion of such transaction.

14.      TERMINATION/SEVERANCE. Should the company terminate your employment for
reasons other than cause you will receive one year's salary and bonus and your
stock will vest forward one year. In addition, your mortgage assistance would
continue for one year.

         David, I believe this represents our discussion and is an exceptionally
attractive package. especially coupled with the equity appreciation opportunity
and the high probability of success. We would like to conclude this agreement
and extend this offer to expire at 5:00 p.m. on Monday, September 27, 1999 if
not previously accepted. If these terms are satisfactory and agreeable please
execute both copies of this letter and return one to me.

         We look forward to your acceptance and beginning the next exciting
phase of corporate development at Novacept under your leadership.

                                      Sincerely,

                                      /s/ Rodney Perkins, M.D.
                                      Rodney Perkins, M.D.
                                      Chairman & Chief Executive Officer

ACCEPTED AND AGREED:

DAVID CLAPPER

/s/ David Clapper
---------------------
Signature

9/27/99
---------------------
Date