SECOND AMENDMENT TO
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and
entered into as of the 1st day of December, 2000, between DEXTERITY SURGICAL, INC. (the "Company")
and RANDALL K. BOATRIGHT ("Employee").
A. The Company and Employee have entered into an Employment Agreement dated April 1, 1998 (the "Original
B. The Company and Employee have entered into a First Amendment to Employment Agreement dated April 1,
2000 (the "Amended Agreement") ( the Original Agreement, as amended by the Amended Agreement, the
C. The Company and Employee desire to further amend the Agreement to extend the term of the Agreement on
the terms and provisions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other
good, fair and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree that the terms and provisions of the Agreement are amended as follows:
1. Defined Terms and Related Matters.
(a) Unless otherwise defined herein, the capitalized terms used herein which are defined in the Agreement shall
have the meanings specified therein.
(b) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Amendment shall
refer to this Amendment as a whole and not to any particular provision of this Amendment.
2. Amendments to Section 1.04. Section 1.04 of the Agreement shall be amended and restated to read in its
entirety as follows:
1.04 Term. Subject to earlier termination pursuant to Article 5 hereof, this Agreement shall have a term
commencing as of the execution date of this Agreement and ending on May 10, 2002; PROVIDED,
HOWEVER, the term shall be automatically extended for successive periods of one (1) year each unless either
party shall have
given notice to the other party written notice of termination not less than sixty (60) days