[LOGO]

October 21, 1998

Sanford Fitch
52 Flood Circle
Atherton, CA 94027

Dear Sandy:

This  letter  is to  confirm  the  agreement  between  you and  Conceptus,  Inc.
("Company") regarding your separation from employment with the Company.

1.   Your  employment  with the  Company  will  terminate  on  October  31,1998.
     Although  you are not  otherwise  entitled to receive any further  payments
     from the  Company,  after you sign this letter the Company  will pay you in
     twelve equal  installments over a six month period,  eighty-eight  thousand
     one hundred and thirty dollars ($88,130), less all applicable withholdings,
     which is equal to six (6) months of your current  base salary.  The Company
     will pay directly to Guardian your monthly medical insurance premiums for a
     period of six months after October 31, 1998,  for the level of your medical
     insurance  coverage  in  effect on  October  31,  1998.  Thus you will have
     company paid COBRA coverage through April 30, 1999.

2.   You may take off as much time as is necessary to search for new employment.
     On your  termination  date  you will be paid  for all of your  accrued  but
     unused vacation time.

3.   In the event that you have not found regular full time employment by May 1,
     1999, an  additional  three months salary will be paid as severance as well
     as three additional months of company paid COBRA benefits.

4.   You will  also  receive  out  placement  assistance  in the  amount  of two
     thousand five hundred dollars ($2,500).

5.   You  will  remain  on the  Board  for the  foreseeable  future  with  Board
     compensation per plan.

6.   You will  retain  use of your  office  and your  voice  mail until your job
     search is complete.

7.   In consideration for receiving the severance  payments described above, you
     waive and  release  and  promise  never to assert  any  claims or causes of
     action,  whether or not now  known,  against  Company or its  predecessors,
     successors,   subsidiaries,  officers,  directors,  agents,  employees  and
     assign,  with respect to any matter  arising out of or connected  with your
     employment  with  the  Company  or  the  termination  of  that  employment,
     including  without  limitation,  claims of  wrongful  discharge,  emotional
     distress,  defamation,  breach of contract,  breach of the covenant of good
     faith and fair  dealing,  any claims of  discrimination  based on sex, age,
     race,  national origin, or on any other basis, under Title VII of the Civil
     Rights Act of 1964, as amended,  the California Fair Employment and Housing
     Act, the Age  Discrimination  in Employment Act of 1967, and all other laws
     and regulations relating to employment.

1021 Howard Avenue, San Carlos, CA 94070  Phone: 415/802-7240  Fax: 415/508-7600

<PAGE>

Sanford Fitch Separation Agreement
October 21, 1998
Page 2

8.   You  expressly  waive and  release  any and all rights and  benefits  under
     Section 1542 of the Civil Code of the State of California (or any analogous
     law of any other state),  which reads as follows:  "A general  release does
     not extend to claims which the  creditor  does not know or suspect to exist
     in his favor at the time of executing the release,  which, if known by him,
     must have materially affected his settlement with the debtor."

9.   At all times in the future,  you will remain bound by  Confidentiality  and
     Nondisclosure Agreement signed by you on December 19, 1994, a copy of which
     is attached.

10.  As previously announced,  your stock options numbered 531 and 533 totalling
     40,000 shares,  were repriced to $1.25 per share.  You also have one option
     still in the  money,  option  number  68 for  50,000  shares.  All of these
     options will remain available for purchase until sixty days after the later
     of: (1) termination of severance, or (2) termination of board service.

11.  You will  receive an extension  on the stock  purchase  loan made to you on
     March 1, 1995  until the later of: (1)  termination  of  severance,  or (2)
     termination of board service.

12.  You agree  that you will not  disclose  to others the fact or terms of this
     letter,  except that you may disclose such  information to your attorney or
     accountant in order for such individuals to render services to you.

13.  You  agree  that  this  letter  renders  null and  void  any and all  prior
     agreements between you and the Company.

Please indicate your agreement with the above terms by signing below.

Sincerely,

/s/ Kathryn Tunstall

Kathryn Tunstall
President and CEO



My  agreement  with  the  above  terms  is  signified  by  my  signature  below.
Furthermore,  I acknowledge that I have read and understand the foregoing letter
and that I sign this release of claims voluntarily,  with full appreciation that
I am forever foreclosed from pursuing any of the rights I have waived.

Signed: /s/ Sanford Fitch                                  Dated: 10/23/98
       -------------------------                                 ---------------