SECOND AMENDMENT TO
AMENDED EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT To AMENDED EMPLOYMENT AGREEMENT (this "AMENDMENT")
is made and entered into as of the 30th day of January, 2003, between DEXTERITY SURGICAL, INC. (the
"COMPANY") and RICHARD A. WOODFIELD ("EMPLOYEE").
A. The Company and Employee entered into the Amended Employment Agreement dated December 15, 1998
(the "ORIGINAL AGREEMENT").
B. Subsequently, the Company and Employee entered into a First Amendment to Amended Employment
Agreement dated January 16, 2000 (the "FIRST AMENDMENT")(the Original Agreement, as amended by the
First Amendment, the "AGREEMENT").
C. The Company and Employee desire to further amend the Agreement to amend the termination provisions 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 Article 5. Article 5 of the Agreement shall be amended and restated to read in its entirety as
5.01 Termination With Notice. This Agreement may be terminated by the Company or Employee, without cause,
upon thirty (30) days' prior written notice thereof given by one party to the other party. In the event of termination
effected by Employee giving notice pursuant to this Section 5.01, the Company shall pay Employee his monthly