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                                                                Exhibit 10.25



                               SECOND AMENDMENT TO
                              EMPLOYMENT AGREEMENT


         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").

                                    RECITALS

         A. The Company and Employee have entered into an Employment Agreement
dated April 1, 1998 (the "Original Agreement").

         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 "Agreement").

         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.

                                   AGREEMENTS

         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


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         given notice to the other party written notice of termination not less
         than sixty (60) days prior to the end of the initial term or the
         extension term then in effect, as the case may be.

         3. Amendments to Article 5. Article 5 of the Agreement shall be amended
and restated to read in its entirety as follows:

                                    ARTICLE 5
                                   TERMINATION

                  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 Base
         Salary (subject to standard deductions) earned pro rata to the date of
         such termination and the Company shall have no further obligations to
         Employee hereunder. In the event of termination effected by the Company
         giving notice pursuant to this Section 5.01, the Company shall pay
         Employee his monthly Base Salary (subject to standard deductions) under
         Section 1.01 hereof at the rate in effect as of such termination from
         the date of such termination through the date which is the latest to
         occur of the following: (a) the date on which the initial term or the
         extension term then in effect, as the case may be, expires, (b) the
         date which is twelve (12) months after the date of the Company's
         termination of this Agreement pursuant to this Section 5.01 or (c) the
         date on which the Non-Competition Period (hereinafter defined) expires.
         As used herein, the term "Non-Competition Period" shall mean the
         two-year period after the termination of this Agreement referred to in
         Section 6.08; PROVIDED, HOWEVER, in the event that the Company shall
         give notice to Employee pursuant to this Section 5.01 that the Company
         shall not require Employee to comply with the provisions of Section
         6.08 after a date prior to the expiration of such two-year period after
         the termination of this Agreement, the "Non-Competition Period" shall
         mean the period commencing on the date of the termination of this
         Agreement and ending on the date specified in the Company's notice
         respecting the shortening or elimination of the period for compliance
         with Section 6.08, as the case may be. Payment by the Company in
         accordance with this Section 5.01 shall constitute Employee's full
         severance pay and the Company shall have no further obligation to
         Employee arising out of the termination of this Agreement pursuant to
         this Section 5.01.

                  5.02 Termination For Cause. This Agreement may be terminated
         by the Company for "Cause" (hereinafter defined) upon written notice
         thereof given by the Company to Employee. In the event of termination
         pursuant to this Section 5.02, the Company shall pay Employee his
         monthly Base Salary (subject to standard deductions) earned pro rata to
         the date of such termination and the Company shall

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         have no further obligations to Employee hereunder. The term "Cause"
         shall include only the following, as determined by the Board in its
         sole judgment: (i) Employee breaches any of the terms of this
         Agreement; (ii) Employee is convicted of a felony; (iii) Employee
         fails, after at least one warning, to perform duties assigned under
         this Agreement (other than a failure due to death or physical or mental
         disability); (iv) Employee intentionally engages in conduct which is
         demonstrably and materially injurious to the Company; (v) Employee
         commits fraud or theft of personal or Company property from Company
         premises; (vi) Employee falsifies Company documents or records; (vii)
         Employee engages in acts of gross carelessness or willful negligence to
         endanger life or property on Company premises; (viii) Employee engages
         in sexual harassment involving employees of the Company or on the
         premises of the Company or with respect to the business of the Company;
         (ix) Employee uses, distributes, possesses or is under the influence of
         illegal drugs, alcohol or any other intoxicant on Company premises; or
         (x) Employee intentionally violates state, federal or local laws and
         regulations relating to the business of the Company.

                  5.03 Termination Upon Death or Disability. In the event that
         Employee dies, this Agreement shall terminate upon Employee's death.
         Likewise, if Employee becomes unable to perform the essential functions
         of his duties hereunder, with or without reasonable accommodation, on
         account of illness, disability or other reason whatsoever, the Company
         may, upon notice to Employee, terminate this Agreement. In the event of
         termination pursuant to this Section 5.03, Employee (or his legal
         representatives) shall be entitled only to (a) his monthly Base Salary
         earned pro rata for services actually rendered prior to the date of
         such termination plus (b) an amount equal to three (3) times his
         monthly Base Salary in effect as of the date of such termination;
         PROVIDED, HOWEVER, Employee shall not be entitled to his monthly Base
         Salary for any period with respect to which Employee has received
         short-term or long-term disability benefits under employee benefit
         plans maintained from time to time by the Company.

                  5.04 Termination following Change of Control.

                  (a) Notwithstanding anything to the contrary contained herein,
         should Employee at any time within twelve (12) months of the occurrence
         of a "change of control" (as defined below) cease to be an employee of
         the Company (or its successor), by reason of (i) termination by the
         Company (or its successor) other than for "cause" (following a change
         of control, "cause" shall be limited to the conviction of or a plea of
         nolo contendere to the charge of a felony which, through lapse of time
         or otherwise, is not subject to appeal, or a material breach of
         fiduciary duty to the Company through the misappropriation of Company
         funds or property) or (ii) voluntary termination by Employee for "good
         reason" (as defined below) following a "change of control" (as defined
         below), then in any such event, (1) the Company

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         shall at the election of Employee either (x) continue to pay Employee
         his then effective Base Salary under Section 1.01 hereof through the
         later of (A) the expiration of the initial term hereof or the renewal
         term then in effect, as the case may be, (B) that date which is twelve
         (12) months after the severance of employment described in this Section
         5.04 or (C) the date on which the Non-Competition Period expires or (y)
         pay Employee, within forty-five (45) days of the severance of
         employment described in this Section 5.04, a lump-sum payment equal to
         (without discounting to present value) his then effective Base Salary
         under Section 1.01 hereof through the later of (A) the expiration of
         the initial term or the renewal term then in effect, as the case may
         be, (B) that date which is twelve (12) months after the severance of
         employment described in this Section 5.04 or (C) the date on which the
         Non-Competition Period expires, and (2) all outstanding stock options
         and other incentive awards held by Employee shall become fully vested
         and exercisable.

                  (b) As used in this Section 5.04, voluntary termination by
         Employee for "good reason" following a "change of control" shall mean
         (i) removal of Employee from the office(s) Employee holds on the date
         of this Agreement, (ii) a material reduction in Employee's authority or
         responsibility, (iii) a reduction in Employee's compensation, (iv) the
         Company otherwise commits a breach of this Agreement, or (v) Employee
         elects not to continue Employee's employment.

                  (c) As used in this Agreement, a "change of control" shall be
         deemed to have occurred if (i) any "Person" (as such term is used in
         Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act")), other than Renaissance Capital Growth &
         Income Fund III, Inc., Renaissance US Growth & Income Trust, PLC, or
         TFX Equities Incorporated or any affiliate of any of the foregoing
         entities, is or becomes a "beneficial owner" (as defined in Rule 13d-3
         under the Exchange Act), directly or indirectly, of securities of the
         Company representing more than 30% of the combined voting power of the
         Company's then outstanding securities, or (ii) at any time during the
         24-month period after a tender offer, merger, consolidation, sale of
         assets or contested election, or any combination of such transactions,
         at least a majority of the Company's Board of Directors shall cease to
         consist of "continuing directors" (meaning directors of the Company who
         either were directors prior to such transaction or who subsequently
         became directors and whose election, or nomination for election by the
         Company's shareholders, was approved by a vote of at least two-thirds
         of the directors then still in office who were directors prior to such
         transaction), or (iii) the shareholders of the Company approve a merger
         or consolidation of the Company with any other corporation, other than
         a merger or consolidation that would result in the voting securities of
         the Company outstanding immediately prior thereto continuing to
         represent (either by remaining outstanding or by being converted into
         voting securities of the surviving entity) at least 60% of the total
         voting power represented by the voting securities of the Company or
         such surviving entity outstanding immediately after such merger or

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         consolidation, or (iv) the shareholders of the Company approve a plan
         of complete liquidation of the Company or an agreement of sale or
         disposition by the Company of all or substantially all of the Company's
         assets.

                  5.05 Survival of Provisions. The covenants and provisions of
         Articles 5, 6 and 7 hereof shall survive any termination of this
         Agreement and continue for the periods indicated, regardless of how
         such termination may be brought about.

         4. Additional Stock Options. The Company and Employee shall enter into
a Non-Qualified Stock Option Agreement dated as of December 1, 2000, pursuant
to which the Company shall grant to Employee non-qualified options to purchase
up to ________ shares of the Common Stock, $.001 par value, of the Company upon
the terms and conditions set forth in such agreement.

         5. The Agreement is hereby amended and modified to the extent necessary
to give full force and effect to the terms of this Amendment, and the Agreement
shall hereafter be construed and interpreted after giving full force and effect
to the terms of this Amendment. As amended, modified and supplemented pursuant
to this Amendment, the Company and Employee hereby ratify, confirm and restate
the Agreement and agree that the Agreement shall continue in full force and
effect.

         6. In the event that any one or more of the provisions contained in
this Amendment shall be determined invalid, illegal or unenforceable in any
respect for any reason, the validity, legality and enforceability of any such
provision or provisions in every other respect and the remaining provisions of
this Amendment shall not be impaired in any way.

         7. When required or implied by the context used, defined terms used in
this Amendment shall include the plural as well as the singular, and vice versa.

         8. This Amendment shall be governed by and construed in accordance with
the internal laws of the State of Texas and applicable federal laws of the
United States of America.

         9. This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute but one and the same instrument.

                         [signatures on following page]



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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized signatories as of the day and year
first above written.

                             COMPANY:

                             DEXTERITY SURGICAL, INC.


                             By:
                                 ---------------------------------------------
                                   Richard A. Woodfield, President and Chief
                                     Executive Officer


                             EMPLOYEE:


                             -------------------------------------------------
                             RANDALL K. BOATRIGHT