EX-10.25 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

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                                                                   Exhibit 10.25

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT

     This First Amendment to Employment Agreement is made this 12th day of May,
2003, by and between CompDent Corporation, n/k/a CompBenefits Corporation, a
Delaware corporation (the "Company") and Karen B. Mitchell (the "Employee").

     WHEREAS, the above parties entered into an Employment Agreement dated as of
the 13th day of July, 1998, a copy of which is attached hereto in its entirety
and is incorporated herein by this reference as Exhibit "A" (the "Employment
Agreement"); and

     WHEREAS, the parties desire to extend the term of said Employment Agreement
for an additional five years, as well as mutually amend other terms of said
Employment Agreement as provided for below:

     NOW, THEREFORE, in consideration of the mutual covenants, promises and for
other good and valuable consideration, the parties hereby agree as follows:

     1. The terms and conditions of the Employment Agreement dated as of the
13th day of July, 1998 by and among the Company and Employee are hereby
confirmed in their entirety with the exception that to the extent the terms and
conditions of this First Amendment are in conflict with the terms and conditions
of the Employment Agreement, the terms of this First Amendment shall govern.

     2. It is the desire of the parties to replace the definition of the term
"Business" as it appears in paragraph I. Statement of Background Information.
The entire paragraph shall be replaced it in its entirety to now read as
follows:

          I.    Statement of Background Information

          The Employee has been an officer and key employee of the Company and