UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
</Table>

Dexterity Surgical, Inc.
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(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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DEXTERITY SURGICAL, INC.
12961 Park Central, Suite 1300
San Antonio, Texas 78216
Telephone: (210) 495-8787

May 9, 2002

Dear Stockholder:

On behalf of the Board of Directors, I cordially invite you to attend
the 2002 Annual Meeting of the Stockholders of Dexterity Surgical, Inc. The
Annual Meeting will be held Tuesday, June 4, 2002, at the Best Western Exton
Hotel and Conference Center, 815 North Pottstown Pike, Exton, Pennsylvania
19341. The formal Notice of Annual Meeting is set forth in the enclosed
material.

The matters expected to be acted upon at the meeting are described in
the attached Proxy Statement. Following the meeting, stockholders will have the
opportunity to ask questions and comment on Dexterity Surgical, Inc.'s
operations.

It is important that your views be represented whether or not you are
able to be present at the Annual Meeting. Please sign and return the enclosed
proxy card promptly.

We appreciate your investment in Dexterity Surgical, Inc. and urge you
to return your proxy card as soon as possible.

Sincerely,

/s/ Richard A. Woodfield

Richard A. Woodfield
President and Chief Executive Officer

DEXTERITY SURGICAL, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Dexterity Surgical, Inc. (the "Company"), will be held on Tuesday, June 4, 2002,
at 10:00 a.m., Eastern Time, at the Best Western Exton Hotel and Conference
Center, 815 North Pottstown Pike, Exton, Pennsylvania 19341, for the following
purposes:

(1) a proposal to elect four (4) directors to serve until the
next annual meeting of stockholders or until their successors are elected and
qualified;

(2) a proposal to ratify the appointment of Akin, Doherty,
Klein & Feuge, a professional corporation, as independent auditors of the
Company for the fiscal year ending December 31, 2002; and

(3) to consider and act upon any other matter which may
properly come before the meeting or any adjournment thereof. The Board of
Directors is presently unaware of any other business to be presented to a vote
of the stockholders at the Annual Meeting.

Information with respect to the above matters is set forth in the Proxy
Statement that accompanies this Notice.

The Board of Directors of the Company has fixed the close of business
on April 30, 2002, as the record date for determining stockholders entitled to
notice of and to vote at the meeting. A complete list of the stockholders
entitled to vote at the meeting will be maintained at the Company's principal
executive offices during ordinary business hours for a period of ten (10) days
prior to the meeting. The list will be open to the examination of any
stockholder for any purpose germane to the meeting during this time. The list
will also be produced at the time and place of the meeting and will be open
during the whole time thereof.

By Order of the Board of Directors,

/s/ Richard A. Woodfield

RICHARD A. WOODFIELD
President and Chief Executive Officer

San Antonio, Texas
May 9, 2002

----------

IMPORTANT

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. EVEN
IF YOU PLAN TO BE PRESENT, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY
AT YOUR EARLIEST CONVENIENCE IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING, YOU MAY VOTE EITHER
IN PERSON OR BY YOUR PROXY.

DEXTERITY SURGICAL, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 4, 2002

GENERAL INFORMATION

This Proxy Statement and the accompanying proxy are furnished to the
stockholders of Dexterity Surgical, Inc., a Delaware corporation (the
"Company"), in connection with the solicitation by the Board of Directors of
proxies for use at the Annual Meeting of Stockholders (the "Annual Meeting" or
"Meeting") to be held on Tuesday, June 4, 2002, at 10:00 a.m., Eastern Time., at
the Best Western Exton Hotel and Conference Center, 815 North Pottstown Pike,
Exton, Pennsylvania 19341, and at any adjournment or postponement thereof, for
the purposes set forth in the foregoing Notice of Annual Meeting of
Stockholders. Properly executed proxies received in time for the Meeting will be
voted.

The securities of the Company entitled to vote at the Annual Meeting
consist of shares of common stock, $.001 par value (the "Common Stock"), and
shares of Preferred stock, $.001 par value ("Preferred Stock"). At the close of
business on April 30, 2002 (the "Record Date"), there were outstanding and
entitled to vote 12,121,492 shares of Common Stock and 2,445 shares of Preferred
Stock. The holders of record of Common Stock or Preferred Stock on the Record
Date will be entitled to one vote per share. The Company's Certificate of
Incorporation does not permit cumulative voting in the election of directors.

The Annual Report to Stockholders for the year ended December 31, 2001
has been or is being furnished with this Proxy Statement, which is being mailed
on or about May 9, 2002, to the holders of record of Common Stock on the Record
Date. The Annual Report to Stockholders does not constitute a part of the proxy
materials.

VOTING AND PROXY PROCEDURES

Properly executed proxies received in time for the Meeting will be
voted. Stockholders are urged to specify their choices on the proxy, but if no
choice is specified, eligible shares will be voted for the election of the four
nominees for director named herein and for ratification of the appointment of
Akin, Doherty, Klein & Feuge, a professional corporation, as the Company's
independent auditors for the fiscal year ending December 31, 2002. At the date
of this Proxy Statement, management of the Company knows of no other matters
which are likely to be brought before the Annual Meeting. However, if any other
matters should properly come before the Annual Meeting, the persons named in the
enclosed proxy will have discretionary authority to vote such proxy in
accordance with their best judgment on such matters.

If the enclosed form of proxy is executed and returned, it may
nevertheless be revoked by a later-dated proxy or by written notice filed with
the Secretary at the Company's executive offices at any time before the enclosed
proxy is exercised. Stockholders attending the Annual Meeting may revoke their
proxies and vote in person. The Company's executive offices are located at 12961
Park Central, Suite 1300, San Antonio, Texas 78216.

The holders of a majority of the total shares of Common Stock and
Preferred Stock issued and outstanding at the close of business on the Record
Date, whether present in person or represented by proxy, will constitute a
quorum for the transaction of business at the Annual Meeting. The affirmative
vote of a plurality of the total shares of Common Stock and Preferred Stock
outstanding and entitled to vote at the Meeting is required for the election of
directors and the affirmative vote of a majority of the total shares of Common
Stock and Preferred Stock present in person or represented by proxy and entitled
to vote at the Annual Meeting is required for the ratification of the
appointment of Akin, Doherty, Klein & Feuge, a professional corporation, and any
other matters as may properly come before the Annual Meeting or any adjournment
thereof.

Abstentions are counted toward the calculation of a quorum, but are not
treated as either a vote for or against a proposal. With respect to all
proposals other than the election of directors, an abstention has the same
effect as a vote against the proposal. Any unvoted position in a brokerage
account will be considered as not voted and will not be counted toward
fulfillment of quorum requirements.

The cost of solicitation of proxies will be paid by the Company. In
addition to solicitation by mail, proxies may be solicited by the directors,
officers and employees of the Company, without additional compensation (other
than reimbursement of out-of-pocket expenses), by personal interview, telephone,
telegram or otherwise. Arrangements will also be made with brokerage firms and
other custodians, nominees and fiduciaries who hold the voting securities of
record for the forwarding of solicitation materials to the beneficial owners
thereof. The Company will reimburse such brokers, custodians, nominees and
fiduciaries for reasonable out-of-pocket expenses incurred by them in connection
therewith.

OWNERSHIP OF COMMON STOCK

Security Ownership of Principal Stockholders and Management

The following table sets forth as of March 31, 2002, certain
information with respect to the Company's Common Stock beneficially owned by
each stockholder known by the Company to be the beneficial owner of more than 5%
of the Company's Common Stock, each of its directors and nominees for director,
each executive officer named in the Summary Compensation Table (the "named
executive officers") and by all its directors and executive officers as a group.
Such persons have sole voting power and sole dispositive power with respect to
all shares set forth in the table unless otherwise specified in the footnotes to
the table.

AMOUNT AND NATURE OF
BENEFICIAL
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNERSHIP PERCENT(2)
- --------------------------------------- -------------------- ----------

TFX Equities, Inc.(3) .................................... 3,455,281(4) 25.85%

Renaissance Capital Growth & Income Fund III, Inc.(5) .... 2,222,308(6) 15.76%

Renaissance U.S. Growth & Income Trust, PLC(5) ........... 2,217,308(6) 15.73%

Christopher K. Black...................................... 900,752(7) 7.21%

Richard A. Woodfield...................................... 524,220(8) 4.15%

Randall K. Boatright...................................... 274,300(9) 2.21%

Frederic C. Feiler, Jr.................................... 347,660(10) 2.82%

Jeffrey H. Berg, Ph.D..................................... 47,500(11) *

All executive officers and directors as a group
(four persons, which are the executive officers and
directors listed above)................................... 1,738,772(12) 13.05%
</Table>

- ----------

* Represents less than 1% of the issued and outstanding shares of Common
Stock.

(1) Except as otherwise noted, the street address of the named beneficial
owner is 12961 Park Central, Suite 1300, San Antonio, Texas 78216.

(2) Percentage is based on a total of 12,121,492 shares of Common Stock
issued and outstanding on March 31, 2002.

(3) The address for such stockholder is 630 W. Germantown Pike, Suite 450,
Plymouth Meeting, Pennsylvania 19462.

(4) Includes 942,820 shares of Common Stock issuable upon exercise of
warrants and 300,000 shares of Common Stock issuable upon conversion of
Preferred Stock.

(5) The address for such stockholder is 8080 N. Central Expressway, Suite
210, Dallas, Texas 75206. Beneficial ownership is based solely on
Schedule 13G reports filed with the Securities and Exchange Commission.

(6) Includes 1,316,282 shares of Common Stock issuable upon conversion of
convertible debentures, 649,350 shares of Common Stock issuable upon
conversion of Preferred Stock and 12,500 shares of Common Stock
issuable upon exercise of a warrant.

(7) Includes 260,533 shares of Common Stock issuable upon exercise of
warrants and 18,000 shares of Common Stock issuable upon exercise of an
option. Also includes 100,000 shares of Common Stock issuable upon
conversion of Preferred Stock to a company which Mr. Black serves as
chief executive officer.

(8) Includes 475,000 shares of Common Stock issuable upon exercise of
options and 29,220 shares of Common Stock issuable upon conversion of
Preferred Stock.

(9) Includes 274,150 shares of Common Stock issuable upon exercise of
options.

(10) Includes 175,000 shares of Common Stock issuable upon exercise of
options and 51,591 shares of Common Stock issuable upon exercise of a
warrant.

(11) Represents shares which Dr. Berg has the right to acquire upon the
exercise of stock options.

(12) Includes 814,650 shares of Common Stock issuable upon the exercise of
options held by executive officers or directors, 260,533 shares of
Common Stock issuable upon the exercise of warrants beneficially owned
by executive officers or directors and 129,220 shares of Common Stock
issuable upon conversion of Preferred Stock held by executive officers
or directors.

OWNERSHIP OF PREFERRED STOCK

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth as of March 31, 2002, certain
information with respect to the Company's Preferred Stock beneficially owned by
each stockholder known by the Company to be the beneficial owner of more than 5%
of the Company's Preferred Stock, each of its directors, the named executive
officers and by all its directors and executive officers as a group. Such
persons have sole voting power and sole dispositive power with respect to all
shares set forth in the table unless otherwise specified in the footnotes to the
table.

AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP PERCENT(2)
- --------------------------------------- -------------------- ----------

Renaissance Capital Growth & Income
Fund III, Inc.(3)..................................... 1,000 40.90%

Renaissance U.S. Growth & Income
Trust, PLC.(3) ....................................... 1,000 40.90%

TFX Equities, Inc. (4) ................................. 300 12.27%

Christopher K. Black.................................... 100(5) 4.09%

Richard A. Woodfield.................................... 45 1.84%

Randall K. Boatright.................................... 0 0%

Jeffrey H. Berg, Ph.D................................... 0 0%

Frederic C. Feiler, Jr.................................. 0 0%

All executive officers and directors as a group
(four persons, which are the executive officers and
directors listed above)................................. 145(5) 5.93%
</Table>

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* Represents less than 1% of the issued and outstanding shares of
Preferred Stock.

(1) Except as otherwise noted, the street address of the named beneficial
owner is 12961 Park Central, Suite 1300, San Antonio, Texas 78216.

(2) Percentage is based on a total of 2,445 shares of Preferred Stock
issued and outstanding on March 31, 2002.

(3) The address for such stockholder is 8080 N. Central Expressway, Suite
210, Dallas, Texas 75206.

(4) The address for such stockholder is 630 W. Germantown Pike, Suite 450,
Plymouth Meeting, Pennsylvania 19462.

(5) Includes shares held by Cuda Products Company, of which Mr. Black is
the chief executive officer.

MATTERS TO COME BEFORE THE ANNUAL MEETING

PROPOSAL 1: ELECTION OF DIRECTORS

Four directors (constituting the entire Board) are to be elected at the
Annual Meeting. All of the nominees named below are now directors of the
Company. All nominees have consented to be named and have indicated their intent
to serve if elected.

SERVED AS A
NAME AGE POSITIONS AND OFFICES WITH THE COMPANY DIRECTOR SINCE
- ---- --- -------------------------------------- --------------

Richard A. Woodfield 59 President, Chief Executive Officer and Director 1998

Randall K. Boatright 53 Executive Vice President, Chief Financial Officer, 1997
Secretary and Director

Jeffrey H. Berg, Ph.D. 59 Director 1995

Christopher K. Black 44 Director 1999
</Table>

- ----------

Biographical information on these directors is set forth below under
"Further Information - Board of Directors and Executive Officers."

It is the intention of the persons named in the enclosed proxy to vote
such proxy for the election of such nominees. Management of the Company does not
contemplate that any of such nominees will become unavailable for any reason,
but if that should occur before the meeting, proxies that do not withhold
authority to vote for directors will be voted for another nominee, or other
nominees, in accordance with the best judgment of the person or persons
appointed to vote the proxy.

The enclosed form of proxy provides a means for the holders of Common
Stock and Preferred Stock to vote for each of the nominees listed therein, to
withhold authority to vote for one or more of such nominees or to withhold
authority to vote for all nominees. Each properly executed proxy received in
time for the Meeting will be voted as specified therein, or if a stockholder
does not specify in his or her executed proxy how the shares represented by his
or her proxy are to be voted, such shares shall be voted for the nominees listed
therein or for other nominees as provided above. The four director nominees
receiving a plurality of the votes cast at the Annual Meeting will be elected as
directors. Abstentions and broker non-votes will not be treated as a vote for or
against any particular director nominee and will not affect the outcome of the
election.

COMMITTEES OF THE BOARD OF DIRECTORS

The business of the Company is managed under the direction of its Board
of Directors. The Company's Board of Directors has established two standing
committees: Audit and Compensation.

The Audit Committee recommends the selection of and confers with the
Company's independent accountants regarding the scope and adequacy of annual
audits, reviews reports from the independent accountants and meets with the
independent accountants and with the Company's financial personnel to review the
adequacy of the Company's accounting principles, financial controls and
policies. The Audit Committee consists of two non-employee directors: Jeffrey H.
Berg, Ph.D. and Christopher K. Black. For more information regarding the Audit
Committee, please see the Report of the Audit Committee on page 11.

The Compensation Committee reviews the Company's compensation
philosophy and programs, exercises authority with respect to the payment of
direct salaries and incentive compensation to directors and officers of the
Company and administers the Company's option plan. The Compensation Committee
consists of two non-employee directors: Jeffrey H. Berg, Ph.D.and Christopher K.
Black.

MEETINGS OF THE BOARD OF DIRECTORS

During 2001, the Board of Directors met four times. The Audit Committee
met three times during 2001 and the Compensation Committee took action on one
occasion by unanimous written consent. Each of the directors of the Company
attended at least 75% of the aggregate of the meetings of the Board of Directors
and Committees of which he was a member.

COMPENSATION OF DIRECTORS

During 2001, each non-employee member of the Board of Directors
received a stipend of $4,500. The members of the Board of Directors are also
reimbursed for their travel expenses to and from the meetings. The Board of
Directors adopted a Non-Employee Director Stock Option Plan (the "NEDSOP") in
1998, pursuant to which non-employee directors may be granted stock options to
purchase Common Stock. The amount and exercise price of options granted under
the NEDSOP are determined by a committee appointed by the Board of Directors to
administer the NEDSOP. During 2001, each non-employee member of the Board of
Directors received an option to acquire 8,000 shares of Common Stock under the
NEDSOP.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF THE INDIVIDUALS NOMINATED FOR ELECTION AS DIRECTORS

PROPOSAL 2: PROPOSAL TO RATIFY THE APPOINTMENT OF AKIN, DOHERTY, KLEIN & FEUGE,
A PROFESSIONAL CORPORATION, AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2002

The firm of Ernst & Young LLP, independent certified public
accountants, served as the Company's independent accountants for the year ended
December 31, 2001. On April 25, 2002 the Board of Directors, upon recommendation
of its Audit Committee, dismissed Ernst & Young LLP ("E&Y") as the Company's
independent accountants and appointed the firm of Akin, Doherty, Klein & Feuge,
a professional corporation ("Akin Doherty"), to serve as independent public
accountants of the Company for the fiscal year ending December 31, 2002.
Although stockholder ratification is not required, the Board of Directors has
directed that such appointment be submitted to the stockholders of the Company
for ratification at the Annual Meeting. Akin Doherty is considered by management
of the Company to be well qualified. If the stockholders do not ratify the
appointment of Akin Doherty, the Board of Directors may reconsider the
appointment. Even if the selection is ratified, the Board of Directors and the
Audit Committee in their discretion may change the appointment at any time
during the year if they determine that the change would be in the best interests
of the Company and its stockholders.

Representatives of Akin Doherty and E&Y are not expected to be present
at the Annual Meeting.

Assuming the presence of a quorum, ratification of the appointment of
Akin Doherty requires the affirmative vote of a majority of the votes cast by
the holders of shares of Common Stock and Preferred Stock entitled to vote in
person or by proxy at the Annual Meeting. Abstentions and broker non-votes will
not be considered as a vote for or against the proposal and therefore will have
no effect on the outcome of the proposal. Proxies will be voted for or against
such approval in accordance with specifications marked thereon, and if no
specification is made, the proxies will be voted for such approval.

E&Y's reports on the Company's consolidated financial statements for
the fiscal years 2001 and 2000 contained a qualified opinion as to the
uncertainty of the Company to continue as a going concern.

During the years ended December 31, 2001 and 2000 and through the date
hereof, there were no disagreements with E&Y on any matter of accounting
principle or practice, financial statement disclosure, or auditing scope or
procedure which, if not resolved to E&Y's satisfaction, would have caused them
to make reference to the subject matter of such disagreements in connection with
their report on the Company's consolidated financial statements for such years;
and there were no reportable events as defined in Item 304(a)(1)(iv) of
Regulation S-B.

The Company provided E&Y with a copy of the foregoing disclosures. The
response of E&Y stating their agreement with the foregoing disclosures was filed
as an Exhibit on Form 8-K, which was filed on April 29, 2002.

During the years ended December 31, 2001 and 2000 and through the date
hereof, the Company did not consult Akin Doherty with respect to the application
of accounting principles to a specified transaction, either

completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-B.

AUDIT FEES. Ernst & Young LLP billed aggregate fees of $54,600 for
professional services rendered for (i) the audit of the Company's financial
statements for the year ended December 31, 2001 and (ii) the review of the
financial statements included in the Company's quarterly reports on Form 10-QSB
filed with the Securities and Exchange Commission.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. No fees
were billed by Ernst & Young LLP for professional services during 2001 in
connection with financial information systems design and implementation.

ALL OTHER FEES. The aggregate of all other fees billed by Ernst & Young
LLP for professional services rendered during 2001 was $20,400. Those services
included federal and state income tax compliance and return preparation.

All audit and non-audit services provided by Ernst & Young LLP are
approved by the Company's Audit Committee, which considers whether the provision
of non-audit services is compatible with maintaining the independence of Ernst &
Young LLP.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO
RATIFY THE APPOINTMENT OF AKIN, DOHERTY, KLEIN & FEUGE, A
PROFESSIONAL CORPORATION, AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002

FURTHER INFORMATION

Board of Directors and Executive Officers

Set forth below is information with respect to each director and
executive officer of the Company as of March 31, 2002. The executive officers
are elected by the Board of Directors and serve at the discretion of the Board.

NAME AGE POSITION
- ---- --- --------

Richard A. Woodfield.................................. 59 President, Chief Executive Officer and
Director

Randall K. Boatright.................................. 53 Executive Vice President, Chief Financial
Officer, Secretary and Director

Jeffrey H. Berg, Ph.D.(1)(2).......................... 59 Director

Christopher K. Black(1)(2)............................ 44 Director
</Table>

- ----------

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

RICHARD A. WOODFIELD has served as President and CEO of the Company
since May 1998. Prior to joining the Company, he was managing partner and active
in several ventures: Consultative Partnership, Finishing Equipment Company of
California, and Keystone Group. Mr. Woodfield was formerly President of TFX
Medical, a division of Teleflex Incorporated. He has served on a variety of for
profit and non-profit Boards of Directors: The Crouse Group; Delaware Valley
Industrial Council; Teleflex Incorporated; Tabor Children Services; and Package
Machinery Company. Mr. Woodfield earned a BSME from the University of Missouri
at Rolla.

RANDALL K. BOATRIGHT has served as a director of the Company since
February 1997. Mr. Boatright has also served as Vice President, Chief Financial
Officer and Secretary of the Company since 1992 and in 1998 was named an
Executive Vice President. From 1985 to 1992, Mr. Boatright served as Executive
Vice President, Chief Financial Officer and Director of Abraxas Petroleum
Corporation. Prior to that, Mr. Boatright practiced accounting with the firm of
Coopers and Lybrand LLP. Mr. Boatright is a certified public accountant in Texas
and Virginia.

JEFFREY H. BERG, PH.D. has served as a director of the Company since
March 1995, and has served as the President of Health Care Insights, a
consulting firm specializing in health care companies, since January 1993.
During 1992, Mr. Berg was a financial analyst covering the health care industry
for The Chicago Corp, an investment bank. During 1990 and 1991, Mr. Berg was a
financial analyst covering the health care industry for William K. Woodruff
&Co., a Dallas-based investment bank. From 1987 to January 1990, he was the Vice
President of Research specializing in the health care industry for J. C.
Bradford & Co. Mr. Berg is currently a director of Bio-Imaging Technologies,
Allou Health and Beauty Care, Inc. and L.O.M. Medical International.

CHRISTOPHER K. BLACK is currently Chief Executive Officer of Sovereign
Capital Group. He served as President of Dexterity Incorporated from January
1997 until its acquisition by the Company in March of 1999. Beginning in July
1996, Mr. Black served as Vice President of TFX Equities, Inc. From 1993 to
1996, Mr. Black served as a Vice President of TFX Medical, a division of
Teleflex Incorporated.

In connection with the acquisition by the Company of Dexterity
Incorporated in March 1999, Christopher K. Black was elected to the Company's
Board of Directors.

All directors of the Company hold office until the next annual meeting
of stockholders and the election and qualification of their successors. Each
officer of the Company was chosen by the Board of Directors and serves at the
pleasure of the Board of Directors until his or her successor is appointed or
until his or her earlier resignation or removal in accordance with applicable
law.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is responsible for making all compensation
decisions for the named executives including determining base salary, annual
incentive compensation amounts and granting stock options under the Company's
stock option plans.

Overall Objectives of the Executive Compensation Program

The purpose of the Company's compensation plan is to attract, retain
and motivate key management employees. It is the philosophy of the Company to
pay its executives at levels commensurate with both Company and individual
performance. A primary consideration in developing the Company's executive
compensation programs is to link the long-term financial interests of executives
with those of the Company and its stockholders. The Compensation Committee
reviews compensation for comparable organizations in order to establish the
Company's total compensation program and determine awards under its stock option
plans.

In 2001, the total compensation program for the Company's top
executives, approved by the Company's Board of Directors, consisted of a base
salary, bonus and stock option grants.

Base Salary Program

It is the Company's policy to establish salaries at a level
approximating the average of the competitive levels in comparable organizations
and to provide annual salary increases reflective of the executive's
performance, level of responsibility and position with the Company.

Annual Incentive

Each year, the Compensation Committee evaluates the performance of the
Company as a whole, as well as the performance of each individual executive.
Factors considered include revenue growth, net profitability and cost control.
The Compensation Committee does not utilize formalized mathematical formulae,
nor does it assign weightings to these factors. The Compensation Committee, in
its sole discretion, determines the amount, if any, of incentive payments to
each executive. The Compensation Committee believes that the Company's growth in
revenue and profitability requires subjectivity on the part of the Committee
when determining incentive payments. The Compensation Committee believes that
specific formulae restrict flexibility.

Stock Option Plans

The 2000 Employee Stock Compensation Plan permits the Company to make
grants of stock options to employees and other key persons as part of the
Company's overall incentive compensation program. The Plan is intended to
attract, retain and motivate key management personnel and to align the interest
of the executives with those of stockholders. The overall long-term incentive
grant levels are established by reviewing the number of shares reserved for such
plans by comparable organizations. Individual long-term incentive grants are
based on the grantee's position with the Company and responsibility level.

Compensation of Chief Executive Officer

In 2001, the Compensation Committee structured the compensation package
of Richard A. Woodfield, Chief Executive Officer of the Company, in the same
manner and based upon the same criteria as the Company's other executive
officers. It is the belief of the Compensation Committee that the Chief
Executive Officer's total compensation packages for 2001 properly reflected
their individual importance and contributions to the Company.

Section 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), currently imposes a $1 million limitation on the deductibility of
certain compensation paid to each of the Company's five highest paid executives.
Excluded from this limitation is compensation that is "performance based." For
compensation to be performance based it must meet certain criteria, including
being based on predetermined objective standards approved by stockholders. In
general, the Company believes that compensation relating to options granted
under the Option Plan will not be excluded from the $1 million limitation
calculation. Compensation relating to the Company's incentive compensation
awards do not currently qualify for exclusion from the limitation, given the
discretion that is provided to the Committee in establishing the performance
goals for such awards. The Committee believes that maintaining the discretion to
evaluate the performance of the Company's management is an important part of its
responsibilities and inures to the benefit of the Company's stockholders. The
Committee, however, intends to take into account the potential application of
Section 162(m) with respect to incentive compensation awards and other
compensation decisions made by it in the future.

Conclusion

The Compensation Committee believes these executive compensation
policies serve the interests of the stockholders and the Company effectively.
The Committee believes that the various pay vehicles offered are appropriately
balanced to provide increased motivation for executives to contribute to the
Company's overall future successes, thereby enhancing the value of the Company
for the stockholders' benefit.

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Jeffrey H. Berg, Ph.D.
Christopher K. Black

Notwithstanding anything to the contrary set forth in any of the
Company's filings under the Securities Act of 1933 or the Securities Exchange
Act of 1934, the following Report of the Audit Committee shall not be
incorporated by reference into any such filings and shall not otherwise be
deemed filed under such Acts.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has:

o Reviewed and discussed the audited financial statements with
management.

o Discussed with the independent auditors the matters required
to be discussed by SAS 61.

o Received the written disclosures and the letter from the
independent auditors required by Independence Standards Board
Standard No. 1, and has discussed with the independent
auditors the auditors' independence.

o Considered whether the provision of non-audit services is
compatible with maintaining the auditor's independence.

o Based on the review and discussions above, recommended to the
Board of Directors, and the Board has approved, that the
audited financial statements be included in the Company's
Annual Report on Form 10-KSB for the last fiscal year for
filing with the Securities and Exchange Commission.

The Board of Directors has determined that the members of the Audit Committee
are independent in accordance with the applicable independence standards of the
National Association of Securities Dealers. The Audit Committee has adopted a
written charter. The charter was included as Exhibit A to last year's proxy
statement and has not since been amended. The Audit Committee met three times in
the last fiscal year.

MEMBERS OF THE AUDIT COMMITTEE:
Christopher K. Black, Chairman
Jeffrey H. Berg, Ph.D.

EXECUTIVE COMPENSATION

The following table summarizes all compensation awarded to, earned by
or paid for services rendered to the Company in all capacities during the years
ended December 31, 1999, 2000 and 2001 by the Company's Chief Executive Officer
and the Company's other two most highly compensated executive officers who
received in excess of $100,000 in salary and bonus from the Company during 2001.

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------ ------------
SECURITIES
FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS(#) COMPENSATION(1)
- --------------------------- ------ ------ ----- ------------ ----------- ---------------

Richard A. Woodfield(2)... 2001 $175,000 $0 $0 75,000 $180
President and Chief 2000 $175,000 $0 $0 0 $453
Executive Officer 1999 $175,000 $0 $0 100,000 $453

Randall K. Boatright...... 2001 $165,692 $0 $0 75,000 $180
Executive Vice President, 2000 $167,717 $0 $0 0 $453
Chief Financial Officer 1999 $162,600 $0 $0 75,000 $453
and Secretary

Frederic C. Feiler(3)..... 2001 $150,000 $0 $0 75,000 $180
Vice President 2000 $150,542 $0 $0 100,000 $483
</Table>

- ----------

(1) Represents life insurance premiums paid by the Company.

(2) Mr. Woodfield only received $105,000 of his $175,000 salary during
2000.

(3) Mr. Feiler became an executive officer effective January 1, 2000 and
resigned effective December 31, 2001.

STOCK OPTION GRANTS IN FISCAL 2001

The following table provides certain information related to options
granted by the Company to the named executive officers during fiscal 2001

INDIVIDUAL GRANTS
------------------------------------------
% OF TOTAL OPTIONS
NUMBER OF SECURITIES GRANTED TO EXERCISE OR
UNDERLYING OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(#) FISCAL 1999 ($/SHARE) DATE
- ---- -------------------- ------------------ ----------- ----------

Richard A. Woodfield 75,000 21.13% 0.14 01/02/2011

Randall K. Boatright 75,000 21.13% 0.14 01/02/2011

Frederic C. Feiler, Jr.(1) 75,000 21.13% 0.14 01/02/2011
</Table>

There were no other grants to executive officers during fiscal 2001.

- ----------

(1) Mr. Feiler resigned effective December 31, 2001.

AGGREGATED OPTION EXERCISES IN FISCAL 2001 AND FISCAL YEAR-END OPTION VALUES

The following table provides information related to options exercised
by the named executive officers of the Company during fiscal 2001 and the number
and value of options held at fiscal year end.

<Table>
<Caption>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-
UNDERLYING UNEXERCISED THE-MONEY OPTIONS AT
OPTIONS AT FY-END(#) FY-END($)(1)
--------------------------- ----------------------------
SHARES ACQUIRED
UPON OPTION VALUE
NAME EXERCISE (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------- --------------- ----------- ----------- ------------- ----------- -------------

Richard A. Woodfield 0 $0 387,500 137,500 $0 $0

Randall K. Boatright 0 $0 242,900 62,500 $0 $0

Frederic C. Feiler, Jr. 0 $0 175,000 0 $0 $0
</Table>

- ----------

(1) Closing sales price of our common stock at December 31, 2001 was $0.01.

PERFORMANCE GRAPH

The following Performance Graph compares the Company's cumulative total
stockholder return on its Common Stock from January 1, 1997 through December 31,
2001, to the NASDAQ Index and to a Peer Group of other public companies over the
same period. The Peer Group is comprised of the following companies: AMBI, Inc.,
Aronex Pharmaceuticals, CYTRX Corporation, Immunogen, Inc., IVAX Corporation,
Lifecell Corporation, and VasoMedical, Inc. The graph assumes that the value of
the investment in the Company's Common Stock and each Index was $100 at January
1, 1997, and that all dividends were reinvested.

[PERFORMANCE GRAPH]

COMPARISON OF CUMULATIVE TOTAL RETURN

FISCAL YEAR ENDING

<Table>
<Caption>
COMPANY 1996 1997 1998 1999 2000 2001
- ------- ---- ------ ------ ------ ------ ------

Dexterity Surgical, Inc. 100 116.67 51.85 38.89 4.15 0.44

Peer Group 100 67.85 110.67 227.07 507.13 344.16

NASDAQ Market Index 100 122.32 172.52 304.29 191.25 152.46
</Table>

The foregoing graph is based on historical data and is not necessarily
indicative of future performance. This graph shall not be deemed to be
"soliciting material" or to be "filed" with the Commission or subject to
Regulations 14A and 14C under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), or to the liabilities of Section 18 under the
Exchange Act.

EMPLOYMENT AGREEMENTS AND CHANGE-OF-CONTROL ARRANGEMENTS

The Company and Richard A. Woodfield are parties to an employment
agreement whereby Richard A. Woodfield receives approximately $175,000 per annum
as well as a bonus based upon the achievement of goals agreed upon by the
parties, the performance of the Company's stock price and the earnings of the
Company. The agreement with Richard A. Woodfield expires May 10, 2002. As an
inducement to enter into such agreement, the Company granted Mr. Woodfield
non-qualified stock options for up to 350,000 shares of Common Stock, which vest
over time.

The Company and Randall K. Boatright are parties to an employment
agreement whereby Randall K. Boatright currently receives $160,000 per annum as
well as an annual discretionary bonus. The agreement with Randall K. Boatright
expires May 10, 2003. As an inducement to enter into such agreement, the Company
granted Mr. Boatright non-qualified stock options for up to 50,000 shares of
Common Stock, which vest over time. Mr. Boatright's employment agreement
provides, in part, that if he is terminated without cause, he is entitled to
receive his base salary for up to 2 years following the termination of the
employment agreement. The employment agreement also provides, in part, that in
the event Mr. Boatright is terminated following a change of control of the
Company, Mr. Boatright shall receive, at his discretion, either (a) his base
salary for up to 2 years after the termination of the Agreement or (b) a lump
sum payment equal equal to the amount of his base salary for up 2 years after
the Agreement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The following non-employee directors served on the Board of Directors'
Compensation Committee during 2001: Jeffrey H. Berg, Ph.D. and Christopher K.
Black.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires that the Company's
directors, executive officers and persons who own more than 10 percent of a
registered class of the Company's equity securities file with the Commission
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Directors, executive officers and
greater than 10 percent stockholders are required by Commission regulations to
furnish the Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on a review of the copies of
the Section 16(a) reports furnished to the Company and written representations
that no other reports were required, during the fiscal year ended December 31,
2001, all Section 16(a) reports applicable to its directors, executive officers
and greater than 10 percent beneficial owners were filed on a timely basis.

CERTAIN TRANSACTIONS

Pursuant to a private placement which occurred in July and August 2000,
the Company issued to TFX Equities, Inc., a business development subsidiary of
Teleflex, Inc. and Cuda Products Company, whose chief executive officer is a
director of the Company, an aggregate of 400 shares of Series C Cumulative
Convertible Preferred Stock, $.001 par value ("Series C Preferred Stock") for
aggregate proceeds of $400,000. The Company used such proceeds for working
capital. The annual dividends on the Series C Preferred Stock are cumulative at
a rate of $80 per share. The Series C Preferred Stock is currently convertible
into shares of Common Stock at a conversion price of $1.00 per share, for an
aggregate of 400,000 shares of Common Stock. The conversion price for the Series
C Preferred Stock is subject to downward adjustment in the event the Company
sells shares of Common Stock, or securities convertible into shares of Common
Stock, at a per share price less than $1.00. The holders of Series C Preferred
Stock, are entitled to one vote per share on all matters submitted to a vote of
the stockholders of the Company, and the affirmative vote of the holders of 66
2/3% of the votes entitled to be cast by the holders of the Series C Preferred
Stock is required in order to amend the Company's Certificate of Incorporation
or Bylaws to materially affect the rights of the holders of Series C Preferred
Stock, including authorizing and creating a class of stock having rights prior
to or senior to the Series C Preferred Stock. In the event two quarterly
dividends payable on the Series C Preferred Stock are in arrears, the holders of

the Series C Preferred Stock, by a majority vote, shall be entitled to designate
two additional directors to serve on the Company's Board of Directors.

On June 29, 2000, the Company announced it had signed an exclusive
agreement under which Weck Closure Systems (WCS) will distribute the
Dexterity(R) Pneumo Sleeve(R) and the Dexterity(R) Protractor(R) in the United
States. The agreement also covers international distribution except in those
areas for which Dexterity has signed previous exclusive sales and distribution
agreements still in effect. Under the terms of the agreement, WCS (a unit of
Teleflex Incorporated) is required to purchase certain minimum quantities. Also,
per the agreement, WCS and the Company will combine elements of both sales
forces under the WCS umbrella. The Company and WCS will continue as separate
business entities. In June 2001, the Company and WCS amended the agreement which
adjusted various aspects of the contract to more accurately reflect current
existing market conditions. Effective July 1, 2001, WCS continues its exclusive
right to distribute the Dexterity Protractor, however, WCS will distribute the
Dexterity Pneumo Sleeve on a non-exclusive basis. Also, certain guaranteed
minimum purchase requirements by WCS, which originally were scheduled to expire
December 31, 2001, are extended until December 31, 2003.

PROPOSALS FOR NEXT ANNUAL MEETING

The deadline for submission of stockholder proposals pursuant to Rule
14a-8 under the Securities Exchange Act of 1934, as amended ("Rule 14a-8"), for
inclusion in the Company's proxy statement for its 2003 annual meeting of
stockholders is January 9, 2003. After March 25, 2003, notice to the Company of
a stockholder proposal submitted otherwise than pursuant to Rule 14a-8 will be
considered untimely, and the person named in proxies solicited by the Board of
Directors of the Company for its 2003 annual meeting of stockholders may
exercise discretionary authority voting power with respect to any such proposal
as to which the Company does not receive timely notice.

OTHER MATTERS

As of the date of this Proxy Statement, management does not intend to
present any other items of business and is not aware of any matters to be
presented for action at the Annual Meeting other than those described above.
However, if any other matters should come before the Annual Meeting, it is the
intention of the persons named as proxies in the accompanying proxy card to vote
in accordance with their best judgment on such matters.

By order of the Board of Directors,

/s/ Richard A. Woodfield

RICHARD A. WOODFIELD
President and Chief Executive Officer

San Antonio, Texas
May 9, 2002

PROXY

DEXTERITY SURGICAL, INC.

PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- JUNE 4, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Please mark, sign, date and return in the enclosed envelope.

The undersigned stockholder of Dexterity Surgical, Inc. (the "Company")
hereby appoints Richard A. Woodfield and Randall K. Boatright, or each of them,
proxies of the undersigned with full power of substitution to vote at the Annual
Meeting of Stockholders of the Company to be held on Tuesday, June 4, 2002, at
the Best Western Exton Hotel and Conference Center, 815 North Pottstown Pike,
Exton, Pennsylvania 19341 and at any adjournment thereof, the number of votes
which the undersigned would be entitled to cast if personally present:

(1) ELECTION OF DIRECTORS

o FOR o WITHHOLD AUTHORITY

all nominees listed below to vote for all nominees listed below
(except as marked below)

Randall K. Boatright Richard A. Woodfield Jeffrey H. Berg, Ph. D.
Christopher K. Black

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, DRAW A LINE THROUGH OR STRIKE OUT THAT
NOMINEE'S NAME AS SET FORTH ABOVE.

(2) PROPOSAL TO RATIFY THE APPOINTMENT OF AKIN, DOHERTY, KLEIN & FEUGE, A
PROFESSIONAL CORPORATION, AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2002.

o FOR o AGAINST o ABSTAIN

(3) To consider and act upon any other matter which may properly come
before the meeting or any adjournment thereof;

all as more particularly described in the Proxy Statement dated May 9, 2002,
relating to such meeting, receipt of which is hereby acknowledged.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted FOR the nominees listed in Proposal 1 and FOR Proposal 2.

----------------------------------------

----------------------------------------
Signature of Stockholder(s)

Please sign your name exactly as it
appears hereon. Joint owners must each
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
it appears hereon.

Dated , 2002.
--------------------------

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