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                                                                 EXHIBIT 10.29.2

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

     This Second Amendment to Employment Agreement (the "Amendment") is made as
of December 22, 2000, between Radiance Medical Systems, Inc., a Delaware
corporation (the "Company"), and Jeffrey Thiel, an individual ("Executive").

                                    RECITALS

     WHEREAS, the Company currently employs Executive pursuant to that certain
Employment Agreement dated February 1, 1999, as amended on December 10, 1999
(the "Employment Agreement"); and

     WHEREAS, the Company and Executive desire to amend the Employment
Agreement to change the Executive's position, job responsibility and salary as
set forth in the Employment Agreement, and as provided in greater detail below;

     NOW THEREFORE, in consideration of the mutual agreements and covenants
hereinafter set forth and for other valuable consideration, the Company and
Executive hereby agree as follows:

                                   AGREEMENT

     1.  DEFINITIONS.

     Unless otherwise defined herein, capitalized terms used herein shall have
the meanings assigned to them in the Employment Agreement.

     2.  AMENDMENT TO SECTION 1 OF THE EMPLOYMENT AGREEMENT.

     Section 1 of the Employment Agreement is hereby amended to read in its
entirety as follows:

          "1.  EMPLOYMENT. Effective January 1, 2001, the Company hereby agrees
     to employ the Executive as the President, Chief Executive Officer ("CEO")
     and Chief Operating Officer, reporting to the Board of Directors of the
     Company, and the Executive accepts such employment and agrees to devote
     substantially all his business time and effort and skills on such
     reasonable duties as shall be assigned to him by the Company commensurate
     with such position."

     3.  AMENDMENT TO SECTION 3.1 OF THE EMPLOYMENT AGREEMENT.

     Section 3.1 of the Employment Agreement is hereby amended to read in its
entirety as follows:

          "3.1  SERVICE WITH THE COMPANY. Effective January 1, 2001, during the
     term of this Agreement, the Executive agrees to perform such reasonable
     duties and on such basis as shall be assigned to him from time to time by
     the Board of Directors; such duties, however, to be commensurate with the
     Executive's position as President, CEO and Chief Operating Officer of the
     Company. In particular, and without limitation, such duties shall include,
     within the guidelines set by the Board of Directors, setting up long-range
     strategic plans, guidance of day-to-day operations of the Company,
     preparing operating budgets for the

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      Company, implementation of operating plans and managing projects as
      requested by the Board of Directors."

      4.    AMENDMENT TO SECTIONS 4.1. AND 4.2 OF THE EMPLOYMENT AGREEMENT.

      Sections 4.1 and 4.2 of the Employment Agreement are hereby amended as
follows:

            Effective January 1, 2001, Executive's Base Salary is $220,000 and
      the bonus percentage is thirty-five percent (35%).

      5.    MISCELLANEOUS

            (a)   Continuing Force and Effect. Except as herein expressly
amended, all terms, covenants and provisions of the Employment Agreement are
and shall remain in full force and effect and all references therein to such
Employment Agreement shall henceforth refer to the Employment Agreement as
amended by this Amendment. This Amendment shall be deemed incorporated into,
and a part of, the Employment Agreement.

            (b)   Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.

      IN WITNESS WHEREOF, we have set our hands hereto as of the date first
above written.

RADIANCE MEDICAL SYSTEMS, INC.

/s/ MICHAEL R. HENSON
-------------------------------
Chief Executive Officer
  and Chairman of the Board



EXECUTIVE


/s/ JEFFREY THIEL
-------------------------------
Jeffrey Thiel



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