SECOND AMENDMENT AGREEMENT

 EXHIBIT 10.1

                           SECOND AMENDMENT AGREEMENT

     SECOND AMENDMENT AGREEMENT, dated as of September 30, 2002 (this "Amendment
Agreement"),  to the Amended and Restated Credit Agreement,  dated as of May 14,
2001, as amended to date (and as the same may be further  amended,  supplemented
or  modified  from  time to time in  accordance  with  its  terms,  the  "Credit
Agreement"),  among Microtek Medical Holdings,  Inc., formerly known as Isolyser
Company,  Inc.,  a Georgia  corporation  ("MMH") and Microtek  Medical,  Inc., a
Delaware  corporation  ("Microtek",  together with MMH,  each a "Borrower"  and,
jointly  and  severally,  the  "Borrowers"),  the  lenders  named  therein  (the
"Lenders"),  the guarantors named therein (the  "Guarantors") and JPMorgan Chase
Bank, formerly known as The Chase Manhattan Bank, as agent (the "Agent") for the
Lenders.  Terms used  herein and not  otherwise  defined  herein  shall have the
meanings attributed thereto in the Credit Agreement.

     WHEREAS,  the Borrowers have requested and the Lenders have agreed to amend
the Credit Agreement as described herein.

     NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1. AMENDMENT TO CREDIT AGREEMENT

     1.1 Section 7.09 of the Credit  Agreement is hereby amended in its entirety
to read as follows:

          "SECTION  7.09  EBITDA.  Permit  EBITDA  of the  Borrowers  and  their
     subsidiaries on a Consolidated basis to be less than (i) $7,500,000 for the
     four quarter period ending on September 30, 2002,  (ii)  $8,000,000 for the
     four quarter period ending on December 31, 2002, (iii)  $10,000,000 for the
     four quarter periods ending on March 31, 2003, June 30, 2003, and September
     30, 2003,  (vi)  $11,000,000 for the four quarter period ending on December
     31, 2003 and each four quarter  period  thereafter.  For  purposes  hereof,
     EBITDA  shall  mean  for  the  applicable  period  the  sum of Net  Income,
     depreciation and  amortization,  federal,  state and local income taxes and
     interest  expense for such period,  computed and  calculated  in accordance
     with GAAP."

          SECTION 2. CONFIRMATION OF SECURITY DOCUMENTS

     Each Loan Party, by its execution and delivery of this Amendment Agreement,
irrevocably and unconditionally ratifies and confirms in favor of the Agent that
it consents to the terms and  conditions of the Credit  Agreement as it has been
amended by this  Amendment  Agreement and that  notwithstanding  this  Amendment
Agreement,  each  Security  Document  to which such Loan Party is a party  shall
continue in full force and effect in accordance  with its terms and is and shall
continue to be applicable to all of the Obligations.

     SECTION 3. CONDITIONS PRECEDENT

     This  Amendment  Agreement  shall become  effective  upon the execution and
delivery of counterparts  hereof by the parties listed below and the fulfillment
of the following conditions:

     (1)  All  representations  and  warranties   contained  in  this  Amendment
Agreement or otherwise made in writing to the Agent in connection herewith shall
be true and correct.

     (2) No unwaived  event has occurred and is continuing  which  constitutes a
Default or an Event of Default under the Credit Agreement.

     SECTION 4. MISCELLANEOUS

     4.1  Each   Borrower  and  each   Guarantor   reaffirms  and  restates  the
representations  and warranties set forth in Article IV of the Credit  Agreement
and all such  representations  and  warranties  shall be true and correct on the
date  hereof  with the same force and effect as if made on such date,  except as
they may specifically refer to an earlier date. Each Borrower and each Guarantor
represents and warrants (which  representations and warranties shall survive the
execution and delivery hereof) to the Agent that:

     (1) it has the corporate power and authority to execute,  deliver and carry
out the terms and  provisions of this Amendment  Agreement and the  transactions
contemplated  hereby and has taken or caused to be taken all necessary corporate
action to authorize the  execution,  delivery and  performance of this Amendment
Agreement and the transactions contemplated hereby;

     (2)  no  consent  of  any  other  person  (including,  without  limitation,
shareholders or creditors of any Borrower or any  Guarantor),  and no action of,
or filing  with any  governmental  or public  body or  authority  is required to
authorize,  or is otherwise required in connection with the execution,  delivery
and performance of this Amendment Agreement;

     (3) this Amendment Agreement has been duly executed and delivered on behalf
of  each  Borrower  and  each  Guarantor  by  a  duly  authorized  officer,  and
constitutes  a legal,  valid and binding  obligation  of each  Borrower and each
Guarantor  enforceable  in  accordance  with its terms,  subject to  bankruptcy,
reorganization,  insolvency,  moratorium  and other  similar laws  affecting the
enforcement  of  creditors'  rights  generally  and  the  exercise  of  judicial
discretion in accordance with general principles of equity; and

     (4) the execution,  delivery and  performance  of this Amendment  Agreement
will not violate any law,  statute or regulation,  or any order or decree of any
court or governmental instrumentality, or conflict with, or result in the breach
of, or constitute a default under any contractual  obligation of any Borrower or
any Guarantor.

     4.2 All references to the Credit  Agreement in the Credit Agreement and the
other Loan Documents and the other documents and instruments  delivered pursuant
to or in connection therewith shall mean such Credit Agreement as amended hereby

and as may in the future be amended,  restated,  supplemented  or modified  from
time to time.

     4.3 Upon presentation of its invoice,  the Borrowers  covenant and agree to
pay in full all legal fees charged, and all costs and expenses incurred, by Kaye
Scholer  LLP,  counsel  to  the  Agent,  in  connection  with  the  transactions
contemplated  under this Agreement and the other Loan Documents and  instruments
in connection herewith and therewith.

     4.4  This  Amendment  Agreement  may  be  executed  by the  parties  hereto
individually or in combination, in one or more counterparts, each of which shall
be an original  and all of which shall  constitute  one and the same  agreement.
Delivery of an executed  counterpart of a signature page by telecopier  shall be
effective as delivery of a manually executed counterpart.

     4.5 THIS  AMENDMENT  AGREEMENT  SHALL BE  GOVERNED  BY, AND  CONSTRUED  AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     4.6 The parties  hereto shall,  at any time and from time to time following
the execution of this Amendment Agreement,  execute and deliver all such further
instruments  and take all such further action as may be reasonably  necessary or
appropriate in order to carry out the provisions of this Amendment Agreement.

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                                             MICROTEK MEDICAL HOLDINGS, INC.,
                                             formerly known as ISOLYSER COMPANY,
                                             INC.

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

                                             MICROTEK MEDICAL, INC.

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

                                             ISOLYSER  -  MSI,  INC.,   formerly
                                             known as MEDSURG INDUSTRIES, INC.,
                                             as Guarantor

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

                                             JPMORGAN CHASE BANK, formerly known
                                             as THE CHASE  MANHATTAN BANK, as
                                             Agent and as Lender

                                             By:
                                                --------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

 

Basic Info X:

Name: SECOND AMENDMENT AGREEMENT
Type: Second Amendment Agreement
Date: Nov. 13, 2002
Company: MICROTEK MEDICAL HOLDINGS, INC
State: Georgia

Other info: