First Amended and Restated Rights Agreement


     

     

     

     

     

     

     

    
 

    
      
        

      



    


    


    FIRST
      AMENDED AND RESTATED

    


    SHAREHOLDER
      PROTECTION RIGHTS AGREEMENT

    


    dated
      as of

    


    December
      20, 2006

    


    between

    


    MICROTEK
      MEDICAL HOLDINGS, INC.

    


    and

    


    COMPUTERSHARE
      INVESTOR SERVICES, LLC

    


     

     

    
      
 


    


     

    
 

    


    


     

    
 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF CONTENTS

    


    

      


      
        	
                ARTICLE
                  I 

              	
                CERTAIN
                  DEFINITIONS

              	
                2

              
	
                1.1

              	
                Certain
                  Definitions

              	
                2

              
	 	 	 
	
                ARTICLE
                  II 

              	
                THE
                  RIGHTS

              	
                9

              
	
                2.1
                  

              	
                Summary
                  of Rights

              	
                9

              
	
                2.2

              	
                Legend
                  on Common Stock Certificates

              	
                9

              
	
                2.3

              	
                Exercise
                  of Rights; Separation of Rights

              	
                9

              
	
                2.4

              	
                Adjustments
                  to Exercise Price; Number of Rights

              	
                12

              
	
                2.5

              	
                Date
                  on Which Exercise is Effective

              	
                14

              
	
                2.6

              	
                Execution,
                  Authentication, Delivery and Dating of Rights Certificates

              	
                14

              
	
                2.7

              	
                Registration,
                  Registration of Transfer and Exchange

              	
                15

              
	
                2.8

              	
                Mutilated,
                  Destroyed, Lost and Stolen Rights Certificates

              	
                16

              
	
                2.9

              	
                Persons
                  Deemed Owners

              	
                17

              
	
                2.10

              	
                Delivery
                  and Cancellation of Certificates

              	
                17

              
	
                2.11

              	
                Agreement
                  of Rights Holders

              	
                17

              
	 	 	 
	
                ARTICLE
                  III 

              	
                ADJUSTMENTS
                  TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS

              	
                18

              
	
                3.1

              	
                Flip-in

              	
                18

              
	
                3.2

              	
                Flip-over

              	
                21

              
	 	 	 
	
                ARTICLE
                  IV 

              	
                THE
                  RIGHTS AGENT

              	
                22

              
	
                4.1

              	
                General

              	
                22

              
	
                4.2

              	
                Merger
                  or Consolidation or Change of Name of Rights Agent

              	
                23

              
	
                4.3

              	
                Duties
                  of Rights Agent

              	
                24

              
	
                4.4
                  

              	
                Change
                  of Rights Agent

              	
                27

              
	 	 	 
	
                ARTICLE
                  V 

              	
                MISCELLANEOUS

              	
                28

              
	
                5.1

              	
                Redemption

              	
                28

              
	
                5.2

              	
                Expiration

              	
                29

              
	
                5.3

              	
                Issuance
                  of New Rights Certificates

              	
                29

              
	
                5.4

              	
                Supplements
                  and Amendments

              	
                30

              
	
                5.5

              	
                Fractional
                  Shares

              	
                31

              
	
                5.6

              	
                Rights
                  of Action

              	
                31

              
	
                5.7

              	
                Holder
                  of Rights Not Deemed a Shareholder

              	
                31

              
	
                5.8

              	
                Notice
                  of Proposed Actions

              	
                32

              
	
                5.9

              	
                Notices

              	
                32

              
	
                5.10

              	
                Suspension
                  of Exercisability

              	
                33

              
	
                5.11

              	
                Costs
                  of Enforcement

              	
                33

              


      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

       

      
        	
                5.12

              	
                Successors

              	
                34

              
	
                5.13
                  

              	
                Benefits
                  of this Agreement

              	
                34

              
	
                5.14

              	
                Determination
                  and Actions by the Board of Directors, etc.

              	
                34

              
	
                5.15

              	
                Descriptive
                  Headings

              	
                34

              
	
                5.16

              	
                Governing
                  Law

              	
                34

              
	
                5.17

              	
                Counterparts

              	
                35

              
	
                5.18

              	
                Severability

              	
                35

              


      

      
 

    

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    MICROTEK
      MEDICAL HOLDINGS, INC.

    SUMMARY
      OF SHAREHOLDER PROTECTION RIGHTS PLAN

    


    


    Distribution
      and Transfer of Rights; Rights Certificates:
      The
      Board declared and paid a dividend of one Right for each share of Common Stock
      outstanding on December 31, 1996. Prior to the Separation Time referred to
      below, the Rights are evidenced by and trade with the Common Stock and are
      not
      exercisable. After the Separation Time, the Company will mail Rights
      Certificates to shareholders and the Rights will become transferable apart
      from
      the Common Stock.

    


    Separation
      Time:
      Rights
      will separate from the Common Stock and become exercisable following the earlier
      of (i) the date of the Flip-In Trigger referred to below or (ii) the tenth
      business day (or such later day as the Board may decide) after any person
      commences a tender offer that would result in such person holding a total of
      15%
      or more of the Common Stock.

    


    Exercise
      of Rights:
      After
      the Separation Time, each Right will entitle the holder to purchase, for an
      Exercise Price of $32.00, Participating Preferred Stock designed to have
      economic and voting terms similar to those of one share of Common
      Stock.

    


    “Flip-In”
      Trigger:
      Upon
      announcement that any person has acquired 15% or more of the outstanding Common
      Stock, then:

    


    
      	 	
              (i)

            	
              Rights
                owned by the person acquiring such stock (an “Acquiring Person”) or
                transferees thereof will automatically become void;
                and

            


    

    
      	 	
              (ii)

            	
              each
                other Right will automatically become a right to buy, for the Exercise
                Price, that number of shares of Common Stock or Participating Preferred
                Stock having a market value of twice the Exercise
                Price.

            


    

    


    Exchange
      Option:
      If any
      person acquires between 15% and 50% of the outstanding Common Stock, the Board
      may, in lieu of allowing Rights to be exercised, require each outstanding Right
      to be exchanged for one share of Common Stock or Participating Preferred Stock
      designed to have economic and voting terms similar to those of one share of
      Common Stock.

    


    “Flip-over”
      Trigger:
      After an
      Acquiring Person has become such, the Company may not consolidate, merge or
      otherwise combine with, or sell 50% or more of its assets or earning power
      to,
      any person (a “Flip-Over Transaction or Event”) unless proper provision is made
      so that each Right would thereafter become a right to buy, for the Exercise
      Price, that number of shares of common stock of such other person having a
      market value of twice the Exercise Price.

    


    Redemption:
      The
      Rights may be redeemed by the Board, at any time, until a “Flip-in” Trigger has
      occurred, at a Redemption Price of $0.001 per Right, subject to the restriction
      described below.

    


    
      
        
        

      

      
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    Power
      to Amend:
      The
      Board may amend the Plan in any respect until a “Flip-in” Trigger has occurred,
      subject to the restriction described below. Thereafter, the Board may amend
      the
      Plan in any respect not materially adverse to Rights holders
      generally.

    


    Restriction
      on Redemption and Amendments:
      The
      right of the Board to redeem the rights or amend the Plan is restricted in
      the
      event of certain circumstances designed to address a situation where a potential
      “raider” has obtained control of the Board through the election or appointment
      of non-incumbent directors. These restrictions generally prohibit non-incumbent
      directors from voting on any proposal with respect to redemptions of the Rights
      or amendments of the Plan for up to 365 days following election of non-incumbent
      directors.

    


    Expiration:
      The
      Rights will expire December 31, 2016.

    


    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    FIRST
      AMENDED AND RESTATED

    SHAREHOLDER
      PROTECTION RIGHTS AGREEMENT

    


    THIS
      FIRST AMENDED AND RESTATED SHAREHOLDER PROTECTION RIGHTS AGREEMENT (as amended
      from time to time, this "Agreement"),
      dated
      as of December 20, 2006, between MICROTEK MEDICAL HOLDINGS, INC., a Georgia
      corporation formerly known as Isolyser Company, Inc. (the "Company"),
      and
      COMPUTERSHARE INVESTOR SERVICES, LLC, as Rights Agent (the "Rights
      Agent",
      which
      term shall include any successor Rights Agent hereunder).

    WITNESSETH:

    WHEREAS,
      as set forth in that certain Shareholder Protection Rights Agreement, dated
      as
      of December 20, 1996, as amended by that certain First Amendment and Second
      Amendment thereof dated as of October 14, 1999 and May 31, 2006, respectively,
      between the Company and the Rights Agent (the “Original
      Agreement”),
      the
      Board of Directors of the Company has (a) authorized and declared a dividend
      of
      one right ("Right")
      in
      respect of each share of Common Stock (as hereinafter defined) held of record
      as
      of the close of business on December 31, 1996 (the "Record
      Time")
      and
      (b) authorized the issuance of one Right in respect of each share of Common
      Stock issued after the Record Time and prior to the Separation Time (as
      hereinafter defined) and, to the extent provided in Section 5.3, each share
      of
      Common Stock issued after the Separation Time;

    WHEREAS,
      subject to the terms hereof, each Right entitles the holder thereof, after
      the
      Separation Time, to purchase securities of the Company (or, in certain cases,
      of
      certain other entities) pursuant to the terms and subject to the conditions
      set
      forth herein; and

    WHEREAS,
      the
      Company desires to amend and restate the Original Agreement as set forth
      below;

    NOW
      THEREFORE, in consideration of the premises and the respective agreements set
      forth herein, the parties hereby agree as follows:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    ARTICLE
      I

    CERTAIN
      DEFINITIONS

    1.1 Certain
      Definitions
      : For
      purposes of this Agreement, the following terms have the meanings
      indicated:

    "Acquiring
      Person"
      shall
      mean any Person who is a Beneficial Owner of 15% or more of the outstanding
      shares of Common Stock; provided,
      however,
      that
      the term "Acquiring Person" shall not include any Person (i)
      who
      shall become the Beneficial Owner of 15% or more of the outstanding shares
      of
      Common Stock solely as a result of an acquisition by the Company of shares
      of
      Common Stock, until such time thereafter as such Person shall become the
      Beneficial Owner (other than by means of a stock dividend or stock split) of
      any
      additional shares of Common Stock, (ii)
      who is
      the Beneficial Owner of 15% or more of the outstanding shares of Common Stock
      but who acquired Beneficial Ownership of shares of Common Stock without any
      plan
      or intention to seek or affect control of the Company, if such Person promptly
      enters into an irrevocable commitment promptly to divest, and thereafter
      promptly divests (without exercising or retaining any power, including voting,
      with respect to such shares), sufficient shares of Common Stock (or securities
      convertible into, exchangeable into or exercisable for Common Stock) so that
      such Person ceases to be the Beneficial Owner of 15% or more of the outstanding
      shares of Common Stock, or (iii)
      who is
      the Beneficial Owner of shares of Common Stock consisting solely of shares
      of
      Common Stock, the Beneficial Ownership of which was acquired by such Person
      pursuant to any action or transaction or series of related actions or
      transactions approved by the Company's Board of Directors pursuant to a
      favorable vote of at least a majority of those directors eligible to vote before
      such person otherwise became an Acquiring Person. In addition, the Company,
      any
      wholly-owned Subsidiary of the Company and any employee stock ownership or
      other
      employee benefit plan of the Company or a wholly-owned Subsidiary of the Company
      shall not be an Acquiring Person. Any applicable determination made by the
      Company’s Board of Directors under the preceding clause (iii) shall constitute a
      modification of this Agreement and be subject to Section 5.4
      hereof.

     

    
      
        
        

      

      
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    "Affiliate"
      and
      "Associate"
      shall
      have the respective meanings ascribed to such terms in Rule 12b-2 under the
      Securities Exchange Act of 1934 as amended (the "Securities
      Exchange Act"),
      as
      such Rule is in effect on the date of this Agreement.

    A
      Person
      shall be deemed the "Beneficial
      Owner",
      and
      have "Beneficial
      Ownership"
      of, and
      to "Beneficially
      Own",
      any
      securities as to which such Person or any of such Person's Affiliates or
      Associates is or may be deemed to be the beneficial owner pursuant to Rule
      13d-3
      and 13d-5 under the Securities Exchange Act as such Rules are in effect on
      the
      date of this Agreement as well as any securities as to which such Person or
      any
      of such Person's Affiliates or Associates has the right to become the Beneficial
      Owner (whether such right is exercisable immediately or only after the passage
      of time or the occurrence of conditions) pursuant to any agreement, arrangement
      or understanding, or upon the exercise of conversion rights, exchange rights,
      rights (other than the Rights), warrants or options, or otherwise; provided,
      however,
      that a
      Person shall not be deemed the "Beneficial Owner", or to have "Beneficial
      Ownership" of, or to "Beneficially Own", any security (i) solely because
      such security has been tendered pursuant to a tender or exchange offer made
      by
      such Person or any of such Person's Affiliates or Associates until such tendered
      security is accepted for payment or exchange or (ii) solely because such
      Person or any of such Person's Affiliates or Associates has or shares the power
      to vote or direct the voting of such security pursuant to a revocable proxy
      given in response to a public proxy or consent solicitation made to more than
      ten holders of shares of a class of stock of the Company registered under
      Section 12 of the Securities Exchange Act and pursuant to, and in
      accordance with, the applicable rules and regulations under the Securities
      Exchange Act, except if such power (or the arrangements relating thereto) is
      then reportable under Schedule 13D under the Securities Exchange Act (or
      any similar provision of a comparable or successor report). For purposes of
      this
      Agreement, in determining the percentage of outstanding shares of Common Stock
      with respect to which a Person is the Beneficial Owner, all shares as to which
      such Person is deemed the Beneficial Owner shall be deemed outstanding.
      Notwithstanding anything in this paragraph to the contrary, a Person shall
      not
      be deemed the "Beneficial Owner" of, or to "Beneficially
      Own", any security beneficially owned by

       

      
        
          
          

        

        
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another Person
      solely by reason of an agreement, arrangement or understanding with such other
      Person for the purposes of: (x) soliciting the Company's stockholders for the
      election of director nominees or any other shareholder resolution, the formation
      of and membership on any committee for the purpose of promoting or opposing
      any
      shareholder resolution or for electing a slate of nominees to the Board, service
      on such a slate of nominees, or agreement to serve on a slate of director
      nominees, provided that such other Person retains the right at any time to
      withdraw as a nominee or member of any such committee, and to withhold or revoke
      any vote or proxy for or against any such shareholder resolution or for such
      slate of nominees; (y) entering into revocable voting agreements or the granting
      or solicitation of revocable proxies with respect to any of the matters
      described in the foregoing clause (x); or (z) the sharing of expenses and the
      indemnification against expenses and liabilities by any such other Person with
      respect to expenses incurred or conduct occurring during the time such other
      Person is a nominee or a member of any such committee described in the foregoing
      clause (x). Further, notwithstanding anything in this paragraph to the contrary,
      a Person engaged in the business of underwriting securities shall not be deemed
      to be the "Beneficial Owner" of, or to "Beneficially Own," any securities
      acquired in good faith in a firm commitment underwriting until the expiration
      of
      forty days after the date of such acquisition.

    "Business
      Day"
      shall
      mean any day other than a Saturday, Sunday or a day on which banking
      institutions in the State of Georgia are generally authorized or obligated
      by
      law or executive order to close.

    "Close
      of business"
      on any
      given date shall mean the time on such date (or, if such date is not a Business
      Day, the time on the next succeeding Business Day) at which the office of the
      transfer agent for the Common Stock (or, after the Separation Time, the office
      of the Rights Agent) is closed to the public.

    "Common
      Stock"
      shall
      mean the shares of common stock, $.001 par value, of the Company.

     

    
      
        
        

      

      
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    "Exchange
      Time"
      shall
      mean the time at which the right to exercise the Rights shall terminate pursuant
      to Section 3.1(c) hereof.

    "Exercise
      Price"
      shall
      mean, as of any date, the price at which a holder may purchase the securities
      issuable upon the exercise of one whole Right. Until adjustment thereof in
      accordance with the terms hereof the Exercise Price shall equal
      $32.00.

    "Expiration
      Time"
      shall
      mean the earliest of (i) the Exchange Time, (ii) the Redemption Time, (iii)
      December 31, 2016, and (iv) upon the merger of the Company into another
      corporation pursuant to an agreement entered into when there is no Acquiring
      Person.

    "Flip-in
      Date"
      shall
      mean any Stock Acquisition Date which is not the result of a Flip-over
      Transaction or Event.

    "Flip-over
      Entity",
      for
      purposes of Section 3.2, shall mean (i) in the case of a Flip-over Transaction
      or Event described in clause (i) of the definition thereof, the Person issuing
      any securities into which shares of Common Stock are being converted or
      exchanged and, if no such securities are being issued, the other party to such
      Flip-over Transaction or Event and (ii) in the case of a Flip-over Transaction
      or Event referred to in clause (ii) of the definition thereof, the Person
      receiving the greatest portion of the assets or earning power being transferred
      in such Flip-over Transaction or Event, provided in all cases that if such
      Person is a subsidiary of a corporation, the parent corporation shall be the
      Flip-over Entity.

    "Flip-over
      Stock"
      shall
      mean the capital stock (or similar equity interest) with the greatest voting
      power in respect of the election of directors (or other persons similarly
      responsible for direction of the business and affairs) of the Flip-over
      Entity.

    "Flip-over
      Transaction or Event"
      shall
      mean a transaction or series of transactions after the time when an Acquiring
      Person has become such in which, directly or indirectly, (i) the Company shall
      consolidate, merge, participate in a share exchange or otherwise combine with
      any other Person or (ii) the Company shall sell or otherwise transfer (or one
      or
      more of its Subsidiaries shall sell or otherwise transfer) assets (A)
      aggregating more than 50% of the assets (measured by either book value or fair
      market value) or (B) generating more than 50% of the operating income or cash
      flow of the Company and its Subsidiaries (taken as a whole) to any Person (other
      than the Company or one or more of its wholly owned Subsidiaries) or to two
      or
      more such Persons which are Affiliates or Associates or otherwise acting in
      concert.

     

    
      
        
        

      

      
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    "Market
      Price"
      per
      share of any securities on any date shall mean the average of the daily closing
      prices per share of such securities (determined as described below) on each
      of
      the 20 consecutive Trading Days through and including the Trading Day
      immediately preceding such date; provided,
      however,
      that if
      an event of a type analogous to any of the events described in Section 2.4
      hereof shall have caused the closing prices used to determine the Market Price
      on any Trading Days during such period of 20 Trading Days not to be fully
      comparable with the closing price on such date, each such closing price so
      used
      shall be appropriately adjusted in order to make it fully comparable with the
      closing price on such date. The closing price per share of any securities on
      any
      date shall be the last reported sale price, regular way, or, in case no such
      sale takes place or is quoted on such date, the average of the closing bid
      and
      asked prices, regular way, for each share of such securities, in either case
      as
      reported on the principal national securities exchange or quotation system
      which
      the securities are listed or admitted to trading or, if the securities are
      not
      listed or admitted to trading on any national securities exchange, the average
      of the closing bid and asked prices as furnished by a professional market maker
      making a market in the securities selected by the Board of Directors of the
      Company; provided,
      however,
      that if
      on any such date the securities are not listed or admitted to trading on a
      national securities exchange or traded in the over-the-counter market, the
      closing price per share of such securities on such date shall mean the fair
      value per share of securities on such date as determined in good faith by the
      Board of Directors of the Company, after consultation with a nationally
      recognized investment banking firm and set forth in a certificate delivered
      to
      the Rights Agent. If the Preferred Stock is not publicly held and listed or
      traded in a manner set forth in this paragraph, the "Market Price" per share
      of
      Preferred Stock shall be conclusively deemed to be an amount equal to 100 (as
      such number may be appropriately adjusted for such events as stock splits,
      stock
      dividends or capitalizations with respect to the Common Stock occurring after
      the date of this Agreement) multiplied by the Market Price per share of Common
      Stock determined as provided in this paragraph.

     

    
      
        
        

      

      
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    "Person"
      shall
      mean any individual, partnership, association, group (as such term is used
      in
      Rule 13d-5 under the Securities Exchange Act, as such Rule is in effect on
      the
      date of this Agreement), corporation or other entity.

    "Preferred
      Stock"
      shall
      mean the series of Participating Preferred Stock, no par value, of the Company
      created by the Company’s Articles of Incorporation, as amended.

    “Proxy
      Contestant”
shall
      mean any Person included within the definition of the term “participant” in
      Schedule 14A of the Securities Exchange Act, as such Schedule is currently
      in
      effect (for purposes of which the term “registrant” shall mean the Company), to
      the extent the subject solicitation of proxies or consents is in connection
      with
      the election or removal of directors of the Company, and any Affiliate or
      Associate of any such Person.

    "Redemption
      Price"
      shall
      mean an amount equal to one-tenth of one cent ($0.001).

    "Redemption
      Time"
      shall
      mean the time at which the right to exercise the Rights shall terminate pursuant
      to Section 5.1 hereof.

    “Section
      624 Director”
shall
      mean any member of the Company’s Board of Directors who is or was a director,
      officer, employee, affiliate or associate of any interested shareholder or
      person seeking to become an interested shareholder, or a director, officer
      or
      employee of an affiliate of an interested shareholder or person seeking to
      become an interested shareholder. The construction of the term “Section 624
      Director” shall be undertaken consistent with Section 624(d)(2) of the Georgia
      Business Corporation Code. For purposes of determining whether one or more
      persons is a Section 624 Director, the determination in good faith by those
      directors who are not and have not been Proxy Contestants shall be a
      determination made in accordance with Section 5.14 of this
      Agreement.

    "Separation
      Time"
      shall
      mean the close of business on the earlier of (i) the tenth business day (or
      such
      later date as the Board of Directors of the Company may from time to time fix
      by
      resolution adopted prior to the Separation Time that would otherwise have
      occurred) after the date on which any Person commences a tender or exchange
      offer which, if consummated, would result in such Person's becoming an Acquiring
      Person and (ii) the Flip-in Date; provided,
      that if
      any tender or exchange offer referred to in clause (i) of this paragraph is
      canceled, terminated or otherwise withdrawn prior to the Separation Time without
      the purchase of any shares of Common Stock pursuant thereto, such offer shall
      be
      deemed, for purposes of this paragraph, never to have been made.

     

    
      
        
        

      

      
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    "Stock
      Acquisition Date"
      shall
      mean the first date of public announcement by the Company (by any means) that
      an
      Acquiring Person has become such. 

    "Subsidiary"
      of any
      specified Person shall mean any corporation or other entity of which a majority
      of the voting power of the equity securities or a majority of the equity
      interest is Beneficially Owned, directly or indirectly, by such
      Person.

    "Trading
      Day",
      when
      used with respect to any securities, shall mean a day on which The Nasdaq Stock
      Market is open for the transaction of business or, if such securities are not
      listed or admitted to trading on The Nasdaq Stock Market, a day on which the
      principal national securities exchange or quotation system on which such
      securities are listed or admitted to trading, is open for the transaction of
      business or, if such securities are not listed or admitted to trading on any
      national securities exchange or quotation system, a Business Day.

    "Transaction"
      shall
      mean any merger, consolidation, share exchange, other business combination
      or
      sale of assets as a result of which all of the holders of the Common Stock
      immediately prior to the transaction do not hold in the same proportion all
      of
      the voting power of the corporation surviving the transaction, or the Company
      shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries
      shall sell, mortgage or otherwise transfer), in one or more transactions assets
      aggregating more than 50% of the assets (measured by either book value or fair
      market value) or generating more than 50% of the operating income or cash flow
      of the Company and its Subsidiaries (taken as a whole) to any Person (other
      than
      the Company or one or more of its wholly-owned subsidiaries).

     

    
      
        
        

      

      
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    ARTICLE
      II

    THE
      RIGHTS

    2.1
       Summary
      of Rights.
      As soon
      as practicable after the Record Time, the Company mailed a letter summarizing
      the terms of the Rights to each holder of record of Common Stock as of the
      Record Time, at such holder's address as shown by the records of the
      Company.

    2.2 Legend
      on Common Stock Certificates.
      Certificates for the Common Stock issued after the Record Time but prior to
      the
      Separation Time shall evidence one Right for each share of Common Stock
      represented thereby and shall have impressed on, printed on, written on or
      otherwise affixed to them the following legend:

     

    Until
      the
      Separation Time (as defined in the Rights Agreement referred to below), this
      certificate also evidences and entitles the holder hereof to certain Rights
      as
      set forth in a Rights Agreement, dated as of December 20, 1996 (as such may
      be
      amended from time to time, the "Rights Agreement"), between Microtek Medical
      Holdings, Inc., f/k/a Isolyser Company, Inc. (the "Company") and Computershare
      Investor Services, LLC, successor to SunTrust Bank, as Rights Agent, the terms
      of which are hereby incorporated herein by reference and a copy of which is
      on
      file at the principal executive offices of the Company. Under certain
      circumstances, as set forth in the Rights Agreement, such Rights may be
      redeemed, may be exchanged for shares of Common Stock or other securities or
      assets of the Company or a Subsidiary of the Company, may expire, may become
      void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate
      or Associate thereof, as such terms are defined in the Rights Agreement, or
      by
      any transferee of any of the foregoing) or may be evidenced by separate
      certificates and may no longer be evidenced by this certificate. The Company
      will mail or arrange for the mailing of a copy of the Rights Agreement to the
      holder of this certificate without charge within five days after the receipt
      of
      a written request therefor.

     

    Certificates
      representing shares of Common Stock that are issued and outstanding at the
      Record Time shall evidence one Right for each share of Common Stock evidenced
      thereby notwithstanding the absence of the foregoing legend.

    2.3 Exercise
      of Rights; Separation of Rights.
      (a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as
      herein set forth, each Right will entitle the holder thereof, after the
      Separation Time and prior to the Expiration Time, to purchase, for the Exercise
      Price, one one-hundredth (1/100) of a share of Preferred Stock.

     

    
      
        
        

      

      
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    (b) Prior
      to
      the Separation Time, (i) no
      Right may be exercised and (ii) each
      Right will be evidenced by the certificate for the associated share of Common
      Stock (together, in the case of certificates issued prior to the Record Time,
      with the letter mailed to the record holder thereof pursuant to
      Section 2.1) and will be transferable only together with, and will be
      transferred by a transfer (whether with or without such letter) of, such
      associated share.

    (c) Subject
      to the terms hereof, after the Separation Time and prior to the Expiration
      Time,
      the Rights (i) may
      be exercised and (ii) may
      be transferred independent of shares of Common Stock. Promptly after the Company
      has notified the Rights Agent of the occurrence of the Separation Time, the
      Rights Agent will mail to each holder of record of Common Stock as of the
      Separation Time (other than any Persons with respect to whom the Rights Agent
      has been notified that their Rights have become void pursuant to
      Section 3.1(b)), at such holder's address as shown by the records of the
      Company (the Company hereby agreeing to furnish copies of such records to the
      Rights Agent for this purpose), (x) a certificate (a "Rights
      Certificate")
      in
      substantially the form of Exhibit A
      hereto
      appropriately completed, representing the number of Rights held by such holder
      at the Separation Time and having such marks of identification or designation
      and such legends, summaries or endorsements printed thereon as the Company
      may
      deem appropriate and as are not inconsistent with the provisions of this
      Agreement, or as may be required to comply with any law or with any rule or
      regulation made pursuant thereto or with any rule or regulation of any national
      securities exchange or quotation system on which the Rights may from time to
      time be listed or traded, or to conform to usage, and (y) a disclosure
      statement describing the Rights.

    (d) Subject
      to the terms hereof, Rights may be exercised on any Business Day after the
      Separation Time and prior to the Expiration Time by submitting to the Rights
      Agent the Rights Certificate evidencing such Rights with an Election to Exercise
      (an "Election
      to Exercise")
      substantially in the form attached to the Rights Certificate duly completed,
      accompanied by payment in cash, or by certified or official bank check or money
      order payable to the order of the Company, a sum equal to the Exercise Price
      multiplied by the number of Rights being exercised and a sum sufficient to
      cover
      any transfer tax or charge which may be payable in respect of any transfer
      involved in the transfer or delivery of Rights Certificates or the issuance
      or
      delivery of certificates for shares or depository receipts (or both) in a name
      other than that of the holder of the Rights being exercised.

     

    
      
        
        

      

      
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    (e) Upon
      receipt of a Rights Certificate, with an Election to Exercise accompanied by
      payment as set forth in Section 2.3(d), and subject to the terms hereof,
      the Rights Agent will thereupon promptly (i)(A) requisition
      from a transfer agent stock certificates evidencing such number of shares or
      other securities to be purchased (the Company hereby irrevocably authorizes
      its
      transfer agents to comply with all such requisitions) and (B) if
      the Company elects pursuant to Section 5.5 not to issue certificates
      representing fractional shares, requisition from the depository selected by
      the
      Company depository receipts representing the fractional shares to be purchased
      or requisition from the Company the amount of cash to be paid in lieu of
      fractional shares in accordance with Section 5.5 and (ii) after
      receipt of such certificates, depository receipts and/or cash, deliver the
      same
      to or upon the order of the registered holder of such Rights Certificate,
      registered (in the case of certificates or depository receipts) in such name
      or
      names as may be designated by such holder.

    (f) In
      case
      the holder of any Rights shall exercise (except pursuant to Section 3.1(a))
      less
      than all the Rights evidenced by such holder's Rights Certificate, a new Rights
      Certificate evidencing the Rights remaining unexercised will be issued by the
      Rights Agent to such holder or to such holder's duly authorized assigns.
In
      the
      case of an exercise of the Rights by the holder of a Rights Certificate pursuant
      to Section 3.1(a), the Rights Agent shall return such Rights Certificate to
      such
      holder (or such holder’s duly authorized assigns) after imprinting, stamping or
      otherwise indicating thereon that the Rights represented by such Rights
      Certificate no longer include the Rights provided by Section 3.1(a) of this
      Agreement or, if less than all of the Rights represented by such Rights
      Certificate were so exercised, the Rights Agent shall indicate on the Rights
      Certificate the number of Rights represented thereby which continue to include
      the Rights provided by Section 3.1(a).

     

    
      
        
        

      

      
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    (g) The
      Company covenants and agrees that it will (i) take
      all such action as may be necessary to ensure that all shares delivered upon
      exercise of Rights shall, at the time of delivery of the certificates for such
      shares (subject to payment of the Exercise Price), be duly and validly
      authorized, executed, issued and delivered and fully paid and nonassessable;
      (ii) take
      all such action as may be necessary to comply with any applicable requirements
      of the Securities Act of 1933 and the Securities Exchange Act, and the rules
      and
      regulations thereunder, and any other applicable law, rule or regulation, in
      connection with the issuance of any shares upon exercise of Rights; and
(iii) pay
      when due and payable any and all federal and state transfer taxes and charges
      which may be payable in respect of the original issuance or delivery of the
      Rights Certificates or of any shares issued upon the exercise of Rights,
      provided that the Company shall not be required to pay any transfer tax or
      charge which may be payable in respect of any transfer involved in the transfer
      or delivery of Rights Certificates or the issuance or delivery of certificates
      for shares in a name other than that of the holder of the Rights being
      transferred or exercised.

    2.4 Adjustments
      to Exercise Price; Number of Rights.
      (a) In
      the event the Company shall at any time after the Record Time and prior to
      the
      Separation Time (i) declare or pay a dividend on Common Stock payable in Common
      Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the
      outstanding Common Stock in to a smaller number of shares of Common Stock,
      (x)
      the Exercise Price in effect after such adjustment will be equal to the Exercise
      Price in effect immediately prior to such adjustment divided by the number
      of
      shares of Common Stock (the "Expansion
      Factor")
      that a
      holder of one share of Common Stock immediately prior to such dividend,
      subdivision or combination would hold thereafter as a result thereof and (y)
      each Right held prior to such adjustment will become that number of Rights
      equal
      to the Expansion Factor, and the adjusted number of Rights will be deemed to
      be
      distributed among the shares of Common Stock with respect to which the original
      Rights were associated (if they remain outstanding) and the share issued in
      respect of such dividend, subdivision or combination, so that each such share
      of
      Common Stock will have exactly one Right associated with it. Each adjustment
      made pursuant to this paragraph shall be made as of the payment or effective
      date for the applicable dividend, subdivision or combination.

     

    
      
        
        

      

      
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    In
      the
      event the Company shall at any time after the Record Time and prior to the
      Separation Time issue any shares of Common Stock otherwise than in a transaction
      referred to in the preceding paragraph, each such share of Common Stock so
      issued shall automatically have one new Right associated with it, which Right
      shall be evidenced by the certificate representing such share. To the extent
      provided in Section 5.3, Rights shall be issued by the Company in respect
      of shares of Common Stock that are issued or sold by the Company after the
      Separation Time.

    (b) In
      the
      event the Company shall at any time after the Record Time and prior to the
      Separation Time issue or distribute any securities or assets in respect of,
      in
      lieu of or in exchange for Common Stock (other than pursuant to a regular
      periodic cash dividend or a dividend paid solely in Common Stock) whether by
      a
      dividend, in a reclassification or recapitalization (including any such
      transaction involving a merger, consolidation or share exchange), or otherwise,
      the Company shall make such adjustments, if any, in the Exercise Price, number
      of Rights and/or securities or other property purchasable upon exercise of
      Rights as the Board of Directors of the Company, in its sole discretion, may
      deem to be appropriate under the circumstances in order to adequately protect
      the interests of the holders of Rights generally, and the Company and the Rights
      Agent shall amend this Agreement as necessary to provide for such
      adjustments.

    (c) Each
      adjustment to the Exercise Price made pursuant to this Section 2.4 shall be
      calculated to the nearest cent. Whenever an adjustment to the Exercise Price
      is
      made pursuant to this Section 2.4, the Company shall (i) promptly prepare a
      certificate setting forth such adjustment and a brief statement of the facts
      accounting for such adjustment, (ii) promptly file with the Rights Agent and
      with each transfer account for the Common Stock a copy of such certificate
      and
      (iii) mail a brief summary thereof to each holder of Rights. The Rights Agent
      shall be fully protected in relying on any such certificate and on any
      adjustment therein and shall not be deemed to have knowledge of any such
      adjustment unless and until it shall have received such a
      certificate.

     

    
      
        
        

      

      
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    (d) Irrespective
      of any adjustment or change in the securities purchasable upon exercise of
      the
      Rights, the Rights Certificates theretofore and thereafter issued may continue
      to express the securities so purchasable which were expressed in the initial
      Rights Certificates issued hereunder.

    2.5 Date
      on Which Exercise is Effective.
      Each
      person in whose name any certificate for shares is issued upon the exercise
      of
      Rights shall for all purposes be deemed to have become the holder of record
      of
      the shares represented thereby on, and such certificate shall be dated, the
      date
      upon which the Rights Certificate evidencing such Rights was duly surrendered
      and payment of the Exercise Price for such Rights (and any applicable taxes
      and
      other governmental charges payable by the exercising holder hereunder) was
      made;
      provided, however that if the date of such surrender and payment is a date
      upon
      which the stock transfer books of the Company are closed, such person shall
      be
      deemed to have become the record holder of such shares on, and such certificate
      shall be dated, the next succeeding Business Day on which the stock transfer
      books of the Company are open.

    2.6 Execution,
      Authentication, Delivery and Dating of Rights Certificates.
      (a) The
      Rights Certificates shall be executed on behalf of the Company by its Chairman
      of the Board, President, Chief Executive Officer, Chief Operating Officer,
      Vice
      Chairman of the Board, or Executive Vice President, under its corporate seal
      reproduced thereon attested by its Secretary or one of its Assistant
      Secretaries. The signature of any of these officers on the Rights Certificates
      may be manual or facsimile.

    Rights
      Certificates bearing the manual or facsimile signatures of individuals who
      were
      at any time the proper officers of the Company shall bind the Company,
      notwithstanding that such individuals or any of them have ceased to hold such
      offices prior to the countersignature and delivery of such Rights
      Certificates.

     

    
      
        
        

      

      
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    Promptly
      after the Company learns of the Separation Time, the Company will notify the
      Rights Agent of such Separation Time and will deliver Rights Certificates
      executed by the Company to the Rights Agent for countersignature, and, subject
      to Section 3.1(b), the Rights Agent shall manually countersign and deliver
      such
      Rights Certificates to the holders of the Rights pursuant to Section 2.3(c)
      hereof. No Rights Certificate shall be valid for any purpose unless manually
      countersigned by the Rights Agent.

    2.7 Registration,
      Registration of Transfer and Exchange.
      (a)
      After the Separation Time, the Company will cause to be kept a register (the
      "Rights
      Register")
      in
      which, subject to such reasonable regulations as it may prescribe, the Company
      will provide for the registration and transfer of Rights. The Rights Agent
      is
      hereby appointed "Rights
      Registrar"
      for the
      purpose of maintaining the Rights Register for the Company and registering
      Rights and transfers of Rights after the Separation Time as herein provided.
      In
      the event that the Rights Agent shall cease to be the Rights Registrar, the
      Rights Agent will have the right to examine the Rights Register at all
      reasonable times after the Separation Time.

    After
      the
      Separation Time and prior to the Expiration Time, upon surrender for
      registration of transfer or exchange of any Rights Certificate, and subject
      to
      the provisions of Section 2.7(c) and (d), the Company will execute, and the
      Rights Agent will countersign and deliver, in the name of the holder or the
      designated transferee or transferees, as required pursuant to the holder's
      instructions, one or more new Rights Certificates evidencing the same aggregate
      number of Rights as did the Rights Certificate so surrendered.

    (b) Except
      as
      otherwise provided in Section 3.1(b), all Rights issued upon any registration
      of
      transfer or exchange of Rights Certificates shall be the valid obligations
      of
      the Company, and such Rights shall be entitled to the same benefits under this
      Agreement as the Rights surrendered upon such registration of transfer or
      exchange.

    (c) Every
      Rights Certificate surrendered for registration of transfer or exchange shall
      be
      duly endorsed, or be accompanied by a written instrument of transfer in form
      satisfactory to the Company or the Rights Agent, as the case may be, duly
      executed by the holder thereof or such holder's attorney duly authorized in
      writing. As a condition to the issuance of any new Rights Certificate under
      this
      Section 2.7, the Company may require the payment of a sum sufficient to cover
      any tax or other governmental charge that may be imposed in relation
      thereto.

     

    
      
        
        

      

      
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    (d) The
      Company shall not be required to register the transfer or exchange of any Rights
      after such Rights have become void under Section 3.1(b) or been redeemed or
      terminated under Section 5.1.

    2.8 Mutilated,
      Destroyed, Lost and Stolen Rights Certificates.
      (a) If
      any mutilated Rights Certificate is surrendered to the Rights Agent prior to
      the
      Expiration Time, then, subject to Sections 3.1(b) and 5.1, the Company shall
      execute and the Rights Agent shall countersign and deliver in exchange therefor
      a new Rights Certificate evidencing the same number of Rights as did the Rights
      Certificate so surrendered.

    (b) If
      there
      shall be delivered to the Company and the Rights Agent prior to the Expiration
      Time (i) evidence to their satisfaction of the destruction, loss or theft of
      any
      Rights Certificate and (ii) such security or indemnity as may be required by
      them to save each of them and any of their agents harmless, then, subject to
      Sections 3.1(b) and 5.1 and in the absence of notice to the Company or the
      Rights Agent that such Rights Certificate has been acquired by a bona fide
      purchaser, the Company shall execute and upon its request the Rights Agent
      shall
      countersign and deliver, in lieu of any such destroyed, lost or stolen Rights
      Certificate, a new Rights Certificate evidencing the same number of Rights
      as
      did the Rights Certificate so destroyed, lost or stolen.

    (c) As
      a
      condition to the issuance of any new Rights Certificate under this Section
      2.8,
      the Company may require the payment of a sum sufficient to cover any tax or
      other governmental charge that may be imposed in relation thereto and any other
      expenses (including the fees and expenses of the Rights Agent) connected
      therewith.

    (d) Every
      new
      Rights Certificate issued pursuant to this Section 2.8 in lieu of any destroyed,
      lost or stolen Rights Certificate shall evidence an original additional
      contractual obligation of the Company whether or not the destroyed, lost or
      stolen Rights Certificate shall be at any time enforceable by anyone, and shall
      be entitled to all the benefits of this Agreement equally and proportionately
      with any and all other Rights duly issued hereunder.

     

    
      
        
        

      

      
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    2.9 Persons
      Deemed Owners.
      Prior
      to due presentment of a Rights Certificate (or, prior to the Separation Time,
      the associated Common Stock certificate) for registration or transfer, the
      Company, the Rights Agent and any agent of the Company or the Rights Agent
      may
      deem and treat the person in whose name such Rights Certificate (or, prior
      to
      the Separation Time, such Common Stock certificate) is registered as the
      absolute owner thereof and of the Rights evidenced thereby for all purposes
      whatsoever, including the payment of the Redemption Price and neither the
      Company nor the Rights Agent shall be affected by any notice to the contrary.
      As
      used in this Agreement, unless the context otherwise requires, the term "holder"
      of any Rights shall mean the registered holder of such Rights (or, prior to
      the
      Separation Time, the associated shares of Common Stock).

    2.10 Delivery
      and Cancellation of Certificates.
      All
      Rights Certificates surrendered upon exercise or for registration of transfer
      or
      exchange shall, if surrendered to any person other than the Rights Agent, be
      delivered to the Rights Agent and, in any case, shall be promptly canceled
      by
      the Rights Agent, except as provided by Section 2.3(f). The Company may at
      any
      time deliver to the Rights Agent for cancellation of any Rights Certificates
      previously countersigned and delivered hereunder which the Company may have
      acquired in any manner whatsoever, and all Rights Certificates so delivered
      shall be promptly canceled by the Rights Agent. No Rights Certificates shall
      be
      countersigned in lieu of or in exchange for any Rights Certificates canceled
      as
      provided in this Section 2.10, except as expressly permitted by this Agreement.
      The Rights Agent shall destroy all canceled Rights Certificates and deliver
      a
      Certificate of destruction to the Company.

    2.11
      Agreement
      of Rights Holders.
      Every
      holder of Rights by accepting the same consents and agrees with the Company
      and
      the Rights Agent and with every other holder of Rights that:

    (a) prior
      to
      the Separation Time, each Right will be transferable only together with, and
      will be transferred by a transfer of, the associated share of Common
      Stock;

     

    
      
        
        

      

      
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    (b) after
      the
      Separation Time, the Rights Certificates will be transferable only on the Rights
      Register as provided herein;

    (c) prior
      to
      due presentment of a Rights Certificate (or, prior to the Separation Time,
      the
      associated Common Stock certificate) for registration of transfer, the Company,
      the Rights Agent and any agent of the Company or the Rights Agent may deem
      and
      treat the person in whose name the Rights Certificate (or, prior to the
      Separation Time, the associated Common Stock certificate) is registered as
      the
      absolute owner thereof and of the Rights evidenced thereby for all purposes
      whatsoever, and neither the Company nor the Rights Agent shall be affected
      by
      any notice to the contrary;

    (d) Rights
      beneficially owned by certain Persons will, under the circumstances set forth
      in
      Section 3.1(b), become void; and

    (e) this
      Agreement may be supplemented or amended from time to time pursuant to Section
      2.4(b) or 5.4 hereof.

    


    ARTICLE
      III 

    ADJUSTMENTS
      TO THE RIGHTS

    IN
      THE
      EVENT OF CERTAIN TRANSACTIONS

     

    3.1 Flip-in.
      (a) In
      the event that prior to the Expiration Time a Flip-in Date shall occur, the
      Company shall take such action as shall be necessary to ensure and provide
      that,
      except as provided in this Section 3.1, each Right shall constitute the right
      to
      purchase from the Company, upon exercise thereof in accordance with the terms
      hereof (but subject to Section 5.10), that number of shares of Common Stock
      having an aggregate Market Price on the Stock Acquisition Date equal to twice
      the Exercise Price for an amount in cash equal to the Exercise Price (such
      right
      to be appropriately adjusted in order to protect the interests of the holders
      of
      Rights generally in the event that on or after such Stock Acquisition Date
      an
      event of a type analogous to any of the events described in Section 2.4(a)
      or
      (b) shall have occurred with respect to the Common Stock).

     

    
      
        
        

      

      
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    (b) Notwithstanding
      the foregoing, any Rights that are or were Beneficially Owned on or after the
      Stock Acquisition Date by an Acquiring Person or an Affiliate or Associate
      thereof or by any transferee, direct or indirect, of any of the foregoing shall
      become void and any holder of such Rights (including transferees) shall
      thereafter have no right to exercise or transfer such Rights under any provision
      of this Agreement. If any Rights Certificate is presented for assignment or
      exercise and the Person presenting the same will not complete the certification
      set forth at the end of the form of assignment or notice of election to exercise
      and to provide such additional evidence of the identity of the Beneficial Owner
      and its Affiliates and Associates (or former Beneficial Owners and their
      Affiliates and Associates) as the Company shall reasonably request, then the
      Company shall be entitled conclusively to deem the Beneficial Owner thereof
      to
      be an Acquiring Person or an Affiliate or Associate thereof or a transferee
      of
      any of the foregoing and accordingly will deem the Rights evidenced thereby
      to
      be void and not transferable or exercisable.

    (c) The
      Board
      of Directors of the Company may, at its option, at any time after a Flip-in
      Date
      and prior to the time that an Acquiring Person becomes the Beneficial Owner
      of
      more than 50% of the outstanding shares of Common Stock, elect to exchange
      all
      (but not less than all) the then outstanding Rights (which shall not include
      Rights that have become void pursuant to the provisions of Section 3.1(b))
      for
      shares of Common Stock at an exchange ratio of one share of Common Stock per
      Right, appropriately adjusted in order to protect the interests of holders
      of
      Rights generally in the event that after the Separation Time an event of a
      type
      analogous to any of the events described in Section 2.4(a) or (b) shall have
      occurred with respect to the Common Stock (such exchange ratio, as adjusted
      from
      time to time, being hereinafter referred to as the "Exchange
      Ratio").

    Immediately
      upon the action of the Board of Directors of the Company electing to exchange
      the Rights, without any further action and without any notice, the right to
      exercise the Rights pursuant to this Section 3.1 will terminate and each Right
      (other than Rights that have become void pursuant to Section 3.1(b)) will
      thereafter represent only the right to receive a number of shares of Common
      Stock equal to the Exchange Ratio and any rights occurring by reason of Section
      3.2. Promptly after the action of the Board of Directors electing to exchange
      the Rights, the Company shall give notice thereof (specifying the steps to
      be
      taken to receive shares of Common Stock in exchange for Rights) to the Rights
      Agent and the holders of the Rights (other than Rights that have become void
      pursuant to Section 3.1(b)) outstanding immediately prior thereto by mailing
      such notice in accordance with Section 5.9.

     

    
      
        
        

      

      
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    Each
      person in whose name any certificate for shares is issued upon the exchange
      of
      Rights pursuant to this Section 3.1(c) shall for all purposes be deemed to
      have
      become the holder of record of the shares represented thereby on, and such
      certificate shall be dated, the date upon which the Rights Certificate
      evidencing such Rights was duly surrendered and payment of any applicable taxes
      and other governmental charges payable by the holder was made; provided,
      however,
      that if
      the date of such surrender and payment is a date upon which the stock transfer
      books of the Company are closed, such Person shall be deemed to have become
      the
      record holder of such shares on, and such certificate shall be dated, the next
      succeeding Business Day on which the stock transfer books of the Company are
      open.

    (d) Whenever
      the Company shall become obligated under Section 3.1(a) or (c) to issue shares
      of Common Stock upon exercise of or in exchange for Rights, the Company, at
      its
      option, may substitute therefor shares of Preferred Stock, at a ratio of one
      one-hundredth (1/100) of a share of Preferred Stock for each share of Common
      Stock so issuable.

    (e) In
      the
      event that there shall not be sufficient treasury shares or authorized but
      unissued shares of Common Stock or Preferred Stock of the Company to permit
      the
      exercise or exchange in full of the Rights in accordance with Section 3.1(a)
      or
      (c), the Company shall either (i) call a meeting of shareholders seeking
      approval to cause sufficient additional shares to be authorized (provided that
      if such approval is not obtained, the Company will take the action specified
      in
      clause (ii) of this sentence) or (ii) take such action as shall be necessary
      to
      ensure and provide, to the extent permitted by applicable law and any agreements
      or instruments in effect on the Stock Acquisition Date to which it is a party,
      that each Right shall thereafter constitute the right to receive, (x) at the
      Company's option, either (A) in return for the Exercise Price, debt or equity
      securities or other assets (or a combination thereof) having a fair value equal
      to twice the Exercise Price, or (B) without payment of consideration (except
      as
      otherwise required by applicable law), debt or equity securities or other assets
      (or a combination thereof) having a fair value equal to the Exercise Price,
      or
      (y) if the Board of Directors of the Company elects to exchange the Rights
      in
      accordance with Section 3.1(c), debt or equity securities or other assets (or
      a
      combination thereof) having a fair value equal to the product of the Market
      Price of a share of Common Stock on the Flip-in Date times the Exchange Ratio
      in
      effect on the Flip-in Date, where in any case set forth in (x) or (y) above
      the
      fair value of such debt or equity securities or other assets shall be as
      determined in good faith by the Board of Directors of the Company, after
      consultation with a nationally recognized investment banking firm.

     

    
      
        
        

      

      
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    3.2 Flip-over.
      (a)
      Prior to the Expiration Time, the Company shall not enter into any agreement
      with respect to, consummate or permit to occur any Flip-over Transaction or
      Event unless and until it shall have entered into a supplemental agreement
      with
      the Flip-over Entity, for the benefit of the holders of the Rights, providing
      that, upon consummation or occurrence of the Flip-over Transaction or Event
      (i)
      each Right shall thereafter constitute the right to purchase from the Flip-over
      Entity, upon exercise thereof in accordance with the terms hereof, that number
      of shares of Flip-over Stock of the Flip-over Entity having an aggregate Market
      Price on the date of consummation or occurrence of such Flip-over Transaction
      or
      Event equal to twice the Exercise Price for an amount in cash equal to the
      Exercise Price (such right to be appropriately adjusted in order to protect
      the
      interests of the holders of Rights generally in the event that after such date
      of consummation or occurrence an event of a type analogous to any of the events
      described in Section 2.4(a) or (b) shall have occurred with respect to the
      Flip-over Stock), (ii) the Flip-over Entity shall thereafter be liable for,
      and
      shall assume, by virtue of such Flip-over Transaction or Event and such
      supplemental agreement, all the obligations and duties of the Company pursuant
      to this Agreement, and (iii) the rights set forth in Section 3.1(a) and (c)
      shall be of no effect following the consummation of a Flip-over Transaction
      or
      Event. The provisions of this Section 3.2 shall apply to successive Flip-over
      Transactions or Events.

     

    
      
        
        

      

      
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    (b) Prior
      to
      the Expiration Time, unless the Rights will be redeemed pursuant to Section
      5.1
      hereof in connection therewith, the Company shall not enter into any agreement
      with respect to, consummate or permit to occur any Flip-over Transaction or
      Event if at the time thereof there are any rights, warrants or securities
      outstanding or any other arrangements, agreements or instruments that would
      eliminate or otherwise diminish in any material respect the benefits intended
      to
      be afforded by this Rights Agreement to the holders of Rights upon consummation
      of such transaction.

    ARTICLE
      IV

    THE
      RIGHTS AGENT

    4.1 General.
      (a) The
      Company hereby appoints the Rights Agent to act as agent for the Company in
      accordance with the terms and conditions hereof, and the Rights Agent hereby
      accepts such appointment. The Company may from time to time appoint such
      co-Rights Agents as it may deem necessary or desirable, upon ten (10) days’
prior written notice to the Rights Agent. The Rights Agent shall have no duty
      to
      supervise, and in no event be liable for, the acts or omissions of any such
      co-Rights Agent. The Company agrees to pay to the Rights Agent reasonable
      compensation for all services rendered by it hereunder and, from time to time,
      on demand of the Rights Agent, its reasonable expenses and counsel fees and
      other disbursements incurred in the administration and execution of this
      Agreement and the exercise and performance of its duties hereunder. The Company
      also agrees to indemnify the Rights Agent, its officers, employees, agents
      and
      directors for, and to hold each of them harmless against, any loss, liability,
      or expense, incurred without gross negligence, bad faith or willful misconduct
      on the part of the Rights Agent for anything done or omitted to be done by
      the
      Rights Agent or such other indemnified party in connection with the acceptance
      or administration of this Agreement or the exercise or performance of its duties
      hereunder, including the costs and expenses of defending against any claim
      of
      liability.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    (b) The
      Rights Agent shall be protected by the Company and shall incur no liability
      for
      or in respect of any action taken, suffered or omitted by it in connection
      with
      its administration of this Agreement or the exercise or performance of its
      duties hereunder in reliance upon any certificate for securities purchasable
      upon exercise of Rights, Rights Certificate, certificate for other securities
      of
      the Company, instrument of assignment or transfer, power of attorney,
      endorsement, affidavit, letter, notice, direction, consent, certificate,
      statement, or other paper or document believed by it to be genuine and to be
      signed, executed and, where necessary, verified or acknowledged, by the proper
      person or persons, or otherwise upon the advice of counsel as set forth in
      Section 4.3(a).

    Anything
      in this Agreement to the contrary notwithstanding, in no event shall the Rights
      Agent be liable for special, indirect or consequential loss or damage of any
      kind whatsoever (including but not limited to lost profits), even if the Rights
      Agent has been advised of the likelihood of such loss or damage and regardless
      of the form of the action.

    4.2 Merger
      or Consolidation or Change of Name of Rights Agent.
      (a) Any
      corporation into which the Rights Agent or any successor Rights Agent may be
      merged or with which it may be consolidated, or any corporation resulting from
      any merger or consolidation to which the Rights Agent or any successor Rights
      Agent is a party, or any corporation succeeding to the shareholder services
      business of the Rights Agent or any successor Rights Agent, will be the
      successor to the Rights Agent under this Agreement without the execution or
      filing of any paper or any further act on the part of any of the parties hereto,
      provided that such corporation would be eligible for appointment as a successor
      Rights Agent under the provisions of Section 4.4 hereof. In case at the time
      such successor Rights Agent succeeds to the agency created by this Agreement
      any
      of the Rights Certificates have been countersigned but not delivered, any such
      successor Rights Agent may adopt the countersignature of the predecessor Rights
      Agent and deliver such Rights Certificates so countersigned; and in case at
      that
      time any of the Rights Certificates have not been countersigned, any successor
      Rights Agent may countersign such Rights Certificates either in the name of
      the
      predecessor Rights Agent or in the name of the successor Rights Agent; and
      in
      all such cases such Rights Certificates shall have the full force provided
      in
      the Rights Certificates and in this Agreement.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    (b) In
      case
      at any time the name of the Rights Agent is changed and at such time any of
      the
      Rights Certificates shall have been countersigned but not delivered, the Rights
      Agent may adopt the countersignature under its prior name and deliver Rights
      Certificates so countersigned; and in case at that time any of the Rights
      Certificates shall not have been countersigned, the Rights Agent may countersign
      such Rights Certificates either in its prior name or in its changed name; and
      in
      all such cases such Rights Certificates shall have the full force provided
      in
      the Rights Certificates and in this Agreement.

    4.3 Duties
      of Rights Agent.
      The
      Rights Agent undertakes the duties and obligations expressly imposed by this
      Agreement (and no implied duties or obligations shall be read into this
      Agreement against the Rights Agent) upon the following terms and conditions,
      by
      all of which the Company and the holders of Rights Certificates, by their
      acceptance thereof, shall be bound:

    (a) The
      Rights Agent may consult with legal counsel (who may be legal counsel for the
      Company), and the written advice or opinion of such counsel will be full and
      complete authorization and protection to the Rights Agent as to any action
      taken
      or omitted by it in good faith and in accordance with such opinion.

    (b) Whenever
      in the performance of its duties under this Agreement the Rights Agent deems
      it
      necessary or desirable that any fact or matter (including, without limitation,
      the identity of any Acquiring Person, Affiliate, Associate, Beneficial Owner
      and
      the determination of Market Price) be proved or established by the Company
      prior
      to taking or suffering any action hereunder, such fact or matter (unless other
      evidence in respect thereof be herein specifically prescribed) may be deemed
      to
      be conclusively proved and established by a certificate signed by a person
      believed by the Rights Agent to be the Chairman of the Board, the President,
      the
      Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary
      of the Company and delivered to the Rights Agent; and such certificate will
      be
      full authorization to the Rights Agent for any action taken or suffered in
      good
      faith by it under the provisions of this Agreement in reliance upon such
      certificate.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    (c) The
      Rights Agent will be liable hereunder only for its own gross negligence, bad
      faith or willful misconduct.

    (d) The
      Rights Agent will not be liable for or by reason of any of the statements of
      fact or recitals contained in this Agreement or in the certificates for
      securities purchasable upon exercise of Rights or the Rights Certificates
      (except its countersignature thereof) or be required to verify the same, but
      all
      such statements and recitals are and will be deemed to have been made by the
      Company only.

    (e) The
      Rights Agent is serving as an administrative agent and, accordingly, will not
      be
      under any responsibility in respect of the validity of any provision of this
      Agreement or the execution and delivery hereof (except the due authorization,
      execution and delivery hereof by the Rights Agent) or in respect of the validity
      or execution of any certificate for securities purchasable upon exercise of
      Rights or Rights Certificate (except its countersignature thereto); nor will
      it
      be responsible for any breach by the Company of any covenant or condition
      contained in this Agreement or in any Rights Certificate; nor will it be
      responsible for any change in the exercisability of the Rights (including the
      Rights becoming void pursuant to Section 3.1(b) hereof) or any adjustment in
      the
      terms of the Rights required herein or responsible for the manner, method or
      amount of any such adjustment or the ascertaining of the existence of facts
      that
      would require any such adjustment (except with respect to the exercise of Rights
      after receipt of the certificate contemplated by Section 2.4 describing any
      such
      adjustment); nor will it by any act hereunder be deemed to make any
      representation or warranty as to the authorization or reservation of any
      securities purchasable upon exercise of Rights or any Rights or as to whether
      any securities purchasable upon exercise of Rights will, when issued, be duly
      and validly authorized, executed, issued and delivered and fully paid and
      nonassessable.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    (f) The
      Company agrees that it will perform, execute, acknowledge and deliver or cause
      to be performed, executed, acknowledged and delivered all such further and
      other
      acts, instruments and assurances as may reasonably be required by the Rights
      Agent for the carrying out or performing by the Rights Agent of the provisions
      of this Agreement.

    (g) The
      Rights Agent is hereby authorized and directed to accept instructions with
      respect to the performance of its duties hereunder from any person believed
      by
      the Rights Agent to be the Chairman of the Board, the President, the Secretary
      or the Treasurer of the Company, and to apply to such persons for advice or
      instructions in connection with its duties, and it shall not be liable for
      any
      action taken or suffered by it in good faith in accordance with instructions
      of
      any such person.

    Any
      application by the Rights Agent for written instructions from the Company may,
      at the option of the Rights Agent, set forth in writing any action proposed
      to
      be taken or omitted by the Rights Agent under this Agreement and the date on
      or
      after which such action shall be taken or such omission shall be effective.
      The
      Rights Agent shall not be liable for any action taken by, or omission of, the
      Rights Agent in accordance with a proposal included in any such application
      on
      or after the date specified in such application (which date shall not be less
      than five Business Days after the date any officer of the Company expressly
      referenced above actually receives such application, unless any such officer
      shall have consented in writing to an earlier date) unless, prior to taking
      any
      such action (or the effective date in the case of an omission), the Rights
      Agent
      shall have received written instructions in response to such application
      specifying the action to be taken or omitted.

    (h) The
      Rights Agent and any shareholder, director, officer or employee of the Rights
      Agent may buy, sell or deal in Common Stock, Rights or other securities of
      the
      Company or become pecuniarily interested in any transaction in which the Company
      may be interested, or contract with or lend money to the Company or otherwise
      act as fully and freely as though it were not Rights Agent under this Agreement.
      Nothing herein shall preclude the Rights Agent from acting in any other capacity
      for the Company or for any other legal entity.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    (i) The
      Rights Agent may execute and exercise any of the rights or powers hereby vested
      in it or perform any duty hereunder either itself or by or through its attorneys
      or agents, and the Rights Agent will not be answerable or accountable for any
      act, default, neglect or misconduct of any such attorneys or agents or for
      any
      loss to the Company resulting from any such act, default, neglect or misconduct,
      provided the Rights Agent was not negligent in the selection and continued
      employment thereof.

    (j) No
      provision of this Agreement shall require the Rights Agent to expend or risk
      its
      own funds or otherwise incur any financial liability in the performance of
      any
      of its duties hereunder or in the exercise of its rights if there shall be
      reasonable grounds for believing that repayment of such funds or adequate
      indemnification against such risk or liability is not assured to
      it.

    4.4 Change
      of Rights Agent.
      The
      Rights Agent may resign and be discharged from its duties under this Agreement
      upon 60 days' notice (or such lesser notice as is acceptable to the Company)
      in
      writing mailed to the Company and to each transfer agent of Common Stock by
      registered or certified mail, and (if such resignation occurs following the
      Separation Time) to the holders of the Rights in accordance with Section 5.9.
      In
      the event the transfer agency relationship in effect between the Company and
      the
      Rights Agent terminates, the Rights Agent will be deemed to resign automatically
      on the effective date of such termination; and any required notice will be
      sent
      by the Company. The Company may remove the Rights Agent upon 30 days' notice
      in
      writing, mailed to the Rights Agent and to each transfer agent of the Common
      Stock by registered or certified mail, and (if such removal occurs following
      the
      Separation Time) to the holders of the Rights in accordance with Section 5.9.
      If
      the Rights Agent should resign or be removed or otherwise become incapable
      of
      acting, the Company will appoint a successor to the Rights Agent. If the Company
      fails to make such appointment within a period of 30 days after such removal
      or
      after it has been notified in writing of such resignation or incapacity by
      the
      resigning or incapacitated Rights Agent or by the holder of any Rights (which
      holder shall, with such notice, submit such holder's Rights Certificate for
      inspection by the Company), then the holder of any Rights may apply
      to
      any court of competent jurisdiction for the appointment of a new Rights Agent.
      Any

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          
successor Rights Agent,
          whether appointed by the Company or by such a court, shall be a corporation
          or
          other business organization (or, with the Company’s prior approval, an affiliate
          of such a corporation or other business organization) organized and doing
          business under the laws of the United States or of any state of the United
          States, in good standing, which is authorized under such laws to exercise
          the
          powers of the Rights Agent contemplated by this Agreement and is subject
          to
          supervision or examination by federal or state authority and which has
          at the
          time of its appointment as Rights Agent a combined capital and surplus
          of at
          least $50,000,000. After appointment, the successor Rights Agent will be
          vested
          with the same powers, rights, duties and responsibilities as if it had
          been
          originally named as Rights Agent without further act or deed; but the
          predecessor Rights Agent shall deliver and transfer to the successor Rights
          Agent any property at the time held by it hereunder, and execute and delivery
          any further assurance, conveyance, act or deed necessary for the purpose.
          Not
          later than the effective date of any such appointment, the Company will
          file
          notice thereof in writing with the predecessor Rights Agent and each transfer
          agent of the Common Stock, and (if such effective date follows this Separation
          Time) mail a notice thereof in writing to the holders of the Rights. Failure
          to
          give any notice provided for in this Section 4.4, however, or any defect
          therein, shall not affect the legality or validity of the resignation or
          removal
          of the Rights Agent or the appointment of the successor Rights Agent, as
          the
          case may be.

      

    

    ARTICLE
      V

    MISCELLANEOUS

    5.1 Redemption.
      (a) The
      Company (upon approval of its Board of Directors by a favorable vote of at
      least
      a majority of those directors eligible to vote) may, at its option, at any
      time
      prior to the Flip-in Date, elect to redeem all (but not less than all) of the
      then outstanding Rights at the Redemption Price and the Company, at its option,
      may pay the Redemption Price either in cash or shares of Common Stock or other
      securities of the Company deemed by the Board of Directors, in the exercise
      of
      its sole discretion, to be at least equivalent in value of the Redemption
      Price.

     

    
      
        
        

      

      
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    (b) Immediately
      upon the action of the Board of Directors of the Company electing to redeem
      the
      Rights (or, if the resolution of the Board of Directors election to redeem
      the
      Rights states that the redemption will not be effective until the occurrence
      of
      a specified future time or event, upon the occurrence of such future time or
      event), without any further action and without any notice, the right to exercise
      the Rights will terminate and each Right will thereafter represent only the
      right to receive the Redemption Price in cash or securities, as determined
      by
      the Board of Directors. Promptly after the Rights are redeemed, the Company
      shall give notice of such redemption to the Rights Agent and the holders of
      the
      then outstanding Rights by mailing such notice in accordance with Section
      5.9.

    (c) For
      a
      period of 365 days following the last preceding election of a Section 624
      Director to the Company’s Board of Directors, no Section 624 Director shall be
      eligible to vote on a proposal to redeem the Rights or any related action of
      the
      Company. In addition, for a period of 180 days following the election of a
      Person as a director of the Company who is nominated by a Proxy Contestant,
      no
      such Person shall be eligible to vote on a proposal to redeem the Rights or
      any
      related action of the Company.

    5.2 Expiration.
      The
      Rights and this Agreement shall expire at the Expiration Time and no Person
      shall have any rights pursuant to this Agreement or any Right after the
      Expiration Time, except, if the Rights are exchanged or redeemed, as provided
      in
      Section 3.1(c), 3.1(d), 3.1(e), 3.2 or 5.1 hereof.

    5.3 Issuance
      of New Rights Certificates.
      Notwithstanding any of the provisions of this Agreement or of the Rights to
      the
      contrary, the Company may, at its option, issue new Rights Certificates
      evidencing Rights in such form as may be approved by its Board of Directors
      to
      reflect any adjustment or change in the number or kind or class of shares of
      stock purchasable upon exercise of Rights made in accordance with the provisions
      of this Agreement. In addition, in connection with the issuance or sale of
      shares of Common Stock by the Company following the Separation Time and prior
      to
      the Redemption Time or Expiration Time pursuant to the terms of securities
      convertible or redeemable into shares of Common Stock or to options, in each
      case issued or granted prior to, and outstanding at, the Separation Time, the
      Company shall issue to the holders of such shares of Common Stock,
      Rights

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          
Certificates representing
          the appropriate number of Rights in connection with the issuance or sale
          of such
          shares of Common Stock; provided,
          however,
          in each
          case, (i) no such Rights Certificate shall be issued if, and to the extent
          that,
          the Company shall be advised by counsel that such issuance would create
          a
          significant risk of material adverse tax consequences to the Company or
          to the
          Person to whom such Rights Certificates would be issued, (ii) no such Rights
          Certificates shall be issued if, and to the extent that, appropriate adjustment
          shall have otherwise been made in lieu of the issuance thereof, and (iii)
          the
          Company shall have no obligation to distribute Rights Certificates to any
          Acquiring Person or Affiliate or Associate of an Acquiring Person or any
          transferee of any of the foregoing.

      

    

    5.4 Supplements
      and Amendments.
      The
      Company (upon approval of its Board of Directors by a favorable vote of at
      least
      a majority of those directors eligible to vote) and the Rights Agent may from
      time to time supplement or amend this Agreement without the approval of any
      holders of Rights (i) prior to the Flip-in Date, in any respect and (ii) after
      the close of business on the Flip-in Date, to make any changes that the Company
      may deem necessary or desirable and which shall not materially adversely affect
      the interests of the holders of Rights generally or in order to cure any
      ambiguity or to correct or supplement any provision contained herein which
      may
      be inconsistent with any other provisions herein or otherwise defective. Upon
      the delivery of a certificate from an appropriate officer of the Company stating
      that the proposed supplement or amendment is in compliance with the terms of
      this Section, the Rights Agent shall execute such supplement or amendment.
      Notwithstanding anything contained in this Agreement to the contrary, no
      supplement or amendment that changes the rights and duties of the Rights Agent
      under this Agreement shall be effective without the consent of the Rights Agent.
      For
      a
      period of 365 days following the last preceding election of a Section 624
      Director to the Company’s Board of Directors, no Section 624 Director shall be
      eligible to vote on a proposal to amend or supplement this Agreement or a
      proposal to approve any action or transaction or series of related actions
      or
      transactions under clause (iii) of the definition of “Acquiring Person”
contained in Section 1.1 hereof. In addition, for a period of 180 days following
      the election of a Person as a director of the Company who is nominated by a
      Proxy Contestant, no such Person shall be eligible to vote on a proposal to
      amend or supplement this Agreement or a proposal to approve any action or
      transaction or series of related actions or transactions under clause (iii)
      of
      the definition of “Acquiring Person” contained in Section 1.1
      hereof.

     

    
      
        
        

      

      
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    5.5 Fractional
      Shares.
      If the
      Company elects not to issue certificates representing fractional shares upon
      exercise or redemption of Rights, the Company shall, in lieu thereof, in the
      sole discretion of the Board of Directors, either (a) evidence such fractional
      shares by depository receipts issued pursuant to an appropriate agreement
      between the Company and a depository selected by it, providing that each holder
      of a depository receipt shall have all of the rights, privileges and preferences
      to which such holder would be entitled as a beneficial owner of such fractional
      share, or (b) pay to the registered holder of such Rights an amount in cash
      equal to the same fraction of the Market Price of such share.

    5.6 Rights
      of Action.
      Subject
      to the terms of this Agreement (including Section 3.1(b)), rights of action
      in
      respect of this Agreement, other than rights of action vested solely in the
      Rights Agent, are vested in the respective holders of the Rights; and any holder
      of any Rights, without the consent of the Rights Agent or of the holder of
      any
      other Rights, may, on such holder's own behalf and for such holder's own benefit
      and the benefit of other holders of Rights, enforce, and may institute and
      maintain any suit, action or proceeding against the Company to enforce, or
      otherwise act in respect of, such holder's right to exercise such holder's
      Rights in the manner provided in such holder's Rights Certificate and in this
      Agreement. Without limiting the foregoing or any remedies available to the
      holders of Rights, it is specifically acknowledged that the holders of Rights
      would not have an adequate remedy at law for any breach of this Agreement and
      will be entitled to specific performance of the obligations under, and
      injunctive relief against actual or threatened violations of, the obligations
      of
      any Person subject to this Agreement.

    5.7 Holder
      of Rights Not Deemed a Shareholder.
      No
      holder, as such, of any Rights shall be entitled to vote, receive dividends
      or
      be deemed for any purpose the holder of shares or any other securities which
      may
      at any time be issuable on the exercise of such Rights, nor shall anything
      contained herein or in any Rights Certificate be construed to confer upon the
      holder of any Rights, as such, any of the rights of a shareholder of the Company
      or any right to vote for the election of directors or upon any matter submitted
      to shareholders at any meeting thereof, or to give or withhold consent to any
      corporate action, or to receive notice of meetings or other actions affecting
      shareholders (except as provided in Section 5.8 hereof), or to receive dividends
      or subscription rights, or otherwise, until such Rights shall have been
      exercised or exchanged in accordance with the provisions hereof. 

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    5.8 Notice
      of Proposed Actions.
      In case
      the Company shall propose after the Separation Time and prior to the Expiration
      Time (i) to effect or permit (in cases where the Company's permission is
      required) occurrence of any Flip-in Date or Flip-over Transaction or Event
      or
      (ii) to effect the liquidation, dissolution or winding up of the Company, then,
      in each such case, the Company shall give to each holder of a Right, in
      accordance with Section 5.9 hereof, a notice of such proposed action, which
      shall specify the Flip-in Date or the date on which such Flip-over Transaction
      or Event, liquidation, dissolution, or winding up is to take place, and such
      notice shall be so given at least 20 Business Days prior to the date of the
      taking of such proposed action.

    5.9 Notices.
      Notices
      or demands authorized or required by this Agreement to be given or made by
      the
      Rights Agent or by the holder of any Rights to or on the Company shall be
      sufficiently given or made if delivered or sent by first-class mail, postage
      prepaid, addressed (until another address is filed in writing with the Rights
      Agent) as follows:


    Microtek
      Medical Holdings, Inc.

    13000
      Deerfield Parkway

    Suite
      300

    Alpharetta,
      Georgia 30004

    Attention:
      President


    Any
      notice or demand authorized or required by this Agreement to be given or made
      by
      the Company or by the holder of any Rights to or on the Rights Agent shall
      be
      sufficiently given or made if delivered or sent by first-class mail, postage
      prepaid, addressed (until another address is filed in writing with the Company)
      as follows:

     

    
      
        
        

      

      
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    Computershare
      Investor Services, LLC

    730
      Peachtree Street, Suite 840

    Atlanta,
      Georgia 30308

    Attention:
      Relationship Management


    Notices
      or demands authorized or required by this Agreement to be given or made by
      the
      Company or the Rights Agent to or on the holder of any Rights shall be
      sufficiently given or made if delivered or sent by first-class mail, postage
      prepaid, addressed to such holder at the address of such holder as it appears
      upon the registry books of the Rights Agent or, prior to the Separation Time,
      on
      the registry books of the transfer agent for the Common Stock. Any notice which
      is mailed in the manner herein provided shall be deemed given, whether or not
      the holder receives the notice. 

    5.10 Suspension
      of Exercisability.
      To the
      extent that the Company determines in good faith that some action will or need
      be taken pursuant to Section 3.1(a), (b), (d) or (e) or to comply with federal
      or state securities laws, the Company may suspend the exercisability of the
      Rights for a period of up to ninety (90) days following the date of the
      occurrence of the Separation Time or the Flip-in Date in order to take such
      action or comply with such laws. In the event of any such suspension the Company
      shall issue as promptly as practicable a public announcement stating that the
      exercisability or exchangeability of the Rights has been temporarily suspended.
      Notice thereof pursuant to Section 5.9 shall not be required. 

    Failure
      to give a notice pursuant to the provisions of this Agreement shall not affect
      the validity of any action taken hereunder. 

    5.11
      Costs
      of Enforcement.
      The
      Company agrees that if the Company or any other Person, the securities of which
      are purchasable upon exercise of Rights, fails to fulfill any of its obligations
      pursuant to this Agreement, then the Company or such Person will reimburse
      the
      holder of any rights for the costs and expenses (including legal fees) incurred
      by such holder in actions to enforce such holder's rights pursuant to any Rights
      or this Agreement. 

     

    
      
        
        

      

      
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    5.12 Successors.
      All the
      covenants and provisions of this Agreement by or for the benefit of the Company
      or the Rights Agent shall bind and inure to the benefit of their respective
      successors and assigns hereunder.

    5.13
      Benefits
      of this Agreement.
      Nothing
      in this agreement shall be construed to give to any Person other than the
      Company, the Rights Agent and the holders of the Rights any legal or equitable
      right, remedy or claim under this Agreement; but this Agreement shall be for
      the
      sole and exclusive benefit of the Company, the Rights Agent and the holders
      of
      the Rights.

    5.14 Determination
      and Actions by the Board of Directors, etc.
      The
      Board of Directors of the Company (or specified members thereof as elsewhere
      set
      forth herein) shall have the exclusive power and authority to administer this
      Agreement and to exercise all rights and powers specifically granted to the
      Board or to the Company, or as may be necessary or advisable in the
      administration of this Agreement, including, without limitation, the right
      and
      power to (i) interpret the provisions of this Agreement and (ii) make all
      determinations deemed necessary or advisable for the administration of this
      Agreement. All such actions, calculations, interpretations and determinations
      (including, for purposes of clause (y) below, all omissions with respect to
      the
      foregoing) which are done or made in good faith, shall (x) be final, conclusive
      and binding on the Company, the Rights Agent, the holders of the Rights and
      all
      other parties, and (y) not subject the Board of Directors of the Company or
      any
      member thereof to any liability to the holders of the Rights.

    5.15 Descriptive
      Headings.
      Descriptive headings appear herein for convenience only and shall not control
      or
      affect the meaning or construction of any of the provisions hereof.

    5.16 Governing
      Law.
      THIS
      AGREEMENT AND EACH RIGHT ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT
      MADE
      UNDER THE LAWS OF THE STATE OF GEORGIA AND FOR ALL PURPOSES SHALL BE GOVERNED
      BY
      AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO CONTRACTS
      TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    5.17 Counterparts.
      This
      Agreement may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

    5.18 Severability.
      If any
      term or provision hereof or the application thereof to any circumstance shall,
      in any jurisdiction and to any extent, be invalid or unenforceable, such term
      or
      provision shall be ineffective as to such jurisdiction to the extent of such
      invalidity or unenforceability would invalidate or render unenforceable the
      remaining terms and provisions hereof or the application of such term or
      provision to circumstances other than those as to which it is held invalid
      or
      unenforceable.


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed as of the date first above written.

    


    
      	 	
              MICROTEK
                MEDICAL HOLDINGS, INC.

            
	 	 
	 	
              By:
                /s/ Dan R. Lee

            
	 	
              Name: 
                Dan R. Lee

            
	 	
              Title: 
                President and Chief Executive Officer

            
	 	 
	 	 
	 	 
	 	
              COMPUTERSHARE
                INVESTOR SERVICES, LLC

            
	 	 
	 	
              By: 
                /s/ Michael J. Lang

            
	 	
              Name: 
                Michael J. Lang

            
	 	
              Title: 
                Regional Vice President

            
	 	 


    

    



    
      
        
        

      

      
        36

        
          

        

      

      
        
        

        
        

      

    



    

      EXHIBIT
        A



    [Form
      of
      Rights Certificate]

    


    
      	
              Certificate
                No. W- 

            	
              ______
                Rights

            


    

    


    THE
      RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY EXCHANGE, AT THE OPTION OF THE
      COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. RIGHTS BENEFICIALLY
      OWNED BY ACQUIRING PERSONS OR AFFILIATES OR ASSOCIATES THEREOF (AS SUCH TERMS
      ARE DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES OF ANY OF THE FOREGOING
      WILL
      BE VOID.

    


    Rights
      Certificate

    


    


    MICROTEK
      MEDICAL HOLDINGS, INC.

     

    This
      certifies that ______________ or registered assigns, is the registered holder
      of
      the number of Rights set forth above, each of which entitles the registered
      holder thereof, subject to the terms, provisions and conditions of the First
      Amended and Restated Shareholder Protection Rights Agreement, dated as of
      December 20, 2006 (as amended from time to time, the "Rights Agreement"),
      between MICROTEK MEDICAL HOLDINGS, INC., a Georgia corporation (the "Company"),
      and COMPUTERSHARE INVESTOR SERVICES, LLC as Rights Agent (the "Rights Agent",
      which term shall include any successor Rights Agent under the Rights Agreement),
      to purchase from the Company at any time after the Separation Time (as such
      term
      is defined in the Rights Agreement) and prior to the close of business on
      December 31, 2016, one one-hundredth (1/100th) of a fully paid share of
      Participating Preferred Stock, no par value (the "Preferred Stock"), of the
      Company (subject to adjustment as provided in the Rights Agreement) at the
      Exercise Price referred to below, upon presentation and surrender of this Rights
      Certificate with the Form of Election to Exercise duly executed at the principal
      office of the Rights Agent in Atlanta, Georgia. The Exercise Price shall
      initially be $32.00 per Right and shall be subject to adjustment in certain
      events as provided in the Rights Agreement.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    In
      certain circumstances described in the Rights Agreement, the Rights evidenced
      hereby may entitle the registered holder thereof to purchase securities of
      an
      entity other than the Company or securities or assets of the Company other
      than
      Preferred Stock, all as provided in the Rights Agreement. 

    This
      Rights Certificate is subject to all of the terms, provisions and conditions
      of
      the Rights Agreement, which terms, provisions and conditions are hereby
      incorporated herein by reference and made a part hereof and to which Rights
      Agreement reference is hereby made for a full description of the rights,
      limitations of rights, obligations, duties and immunities hereunder of the
      Rights Agent, the Company and the holders of the Rights Certificates. Copies
      of
      the Rights Agreement are on file at the principal office of the Company and
      are
      available without cost upon written request. 

    This
      Rights Certificates, with or without other Rights Certificates, upon surrender
      at the office of the Rights Agent designated for such purpose, may be exchanged
      for another Rights Certificate or Rights Certificates of like tenor evidencing
      an aggregate number of Rights equal to the aggregate number of Rights evidenced
      by the Rights Certificate or Rights Certificates surrendered. If
      this
      Rights Certificate shall be exercised (other than pursuant to Section 3.1(a)
      of
      the Rights Agreement) in part, the holder shall be entitled to receive upon
      surrendering hereof another Rights Certificate or Rights Certificates for the
      number of whole Rights not exercised. If this Rights Certificate shall be
      exercised in whole or in part pursuant to Section 3.1(a) of the Rights
      Agreement, the holder shall be entitled to receive this Rights Certificate
      duly
      marked to indicate that such exercise has occurred as set forth in the Rights
      Agreement.

    Subject
      to the provisions of the Rights Agreement, each Right evidenced by this
      Certificate may be (a) redeemed by the Company under certain circumstances,
      at
      its option, at a redemption price of $0.001 per Right, or (b) exchanged by
      the
      Company under certain circumstances, at its option, for one share of Common
      Stock or one one-hundredth (1/100th) of a share of Preferred Stock per Right
      (or, in certain cases, other securities or assets of the Company), subject
      in
      each case to adjustment in certain events as provided in the Rights Agreement.
      

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    No
      holder
      of this Rights Certificate, as such, shall be entitled to vote or receive
      dividends or be deemed for any purpose the holder of any securities which may
      at
      any time be issuable on the exercise hereof, nor shall anything contained in
      the
      Rights Agreement or herein be construed to confer upon the holder hereof, as
      such, any of the rights of a shareholder of the Company or any right to vote
      for
      the election of directors or upon any matter submitted to shareholders at any
      meeting thereto or to give or withhold consent to any corporate action, or
      to
      receive notice of meetings or other actions affecting shareholders (except
      as
      provided in the Rights Agreement), or to receive dividends or subscription
      rights, or otherwise, until the Rights evidenced by this Rights Certificate
      shall have been exercised or exchanged as provided in the Rights Agreement.
      

    This
      Rights Certificate shall not be valid or obligatory for any purpose until it
      shall have been countersigned by the Rights Agent. 


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    WITNESS
      the facsimile signature of the proper officers of the Company and its corporate
      seal.

    


    
      	
              Date:
                _______________________________

            	 
	 	 
	 	
              MICROTEK
                MEDICAL HOLDINGS, INC.

            
	
              ATTEST:

            	 
	 	 
	 	
              By:
                _____________________________

            
	
              __________________________________

            	
              Name:
                ___________________________

            
	
              Secretary
                

            	
              Title:
                ____________________________

            
	 	 
	 	 
	 	 
	
              Countersigned:

            	 
	 	 
	
              COMPUTERSHARE
                INVESTOR SERVICES, LLC

            	 
	 	 
	 	 
	
              By:
                _________________________________

            	 
	
              Authorized
                Signature

            	 


    


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    FORM
      OF
      ASSIGNMENT

    


    (To
      be
      executed by the registered holder if such

    holder
      desires to transfer this Rights Certificate.)

    


    


    FOR
      VALUE
      RECEIVED _________________________ hereby sells, assigns and transfers unto
      ______________________________ (Please print name and address of transferee)
      this Rights Certificate, together with all right, title and interest therein,
      and does hereby irrevocably constitute and appoint _________________ Attorney,
      to transfer the within Rights Certificate on the books of the within-named
      Company, with full power of substitution. 

    Dated:____________,
      ____

    Signature
      Guaranteed:

    


    
      	 	
              _____________________________________

            
	 	
              Signature

            
	 	
              (Signature
                must correspond to name as written upon the face of this Rights
                Certificate in every particular, without alteration or enlargement
                or any
                change whatsoever)

            


    

    


    


    Signatures
      must be guaranteed by a member form of a registered national securities
      exchange, a member of the National Association of Securities Dealers, Inc.,
      or a
      commercial bank or trust company having an office or correspondent in the United
      States.


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    
      
        

      

      (To
        be
        completed if true)



    The
      undersigned hereby represents, for the benefit of all holders of Rights and
      shares of Common Stock that the Rights evidenced by this Rights Certificate
      are
      not, and, to the knowledge of the undersigned, have never been, Beneficially
      Owned by an Acquiring Person or an Affiliate or Associated thereof (as defined
      in the Rights Agreement). 

    


    


    
      	 	
              _____________________________________

            
	 	
              Signature
                

            


    

    


     

      
        

      

    

    
      NOTICE

       

    

    In
      the
      event the certification set forth above is not completed in connection with
      a
      purported assignment, the Company will deem the Beneficial Owner of the Rights
      evidenced by the enclosed Rights Certificate to be an Acquiring Person or an
      Affiliate or Associate thereof (as defined in the Rights Agreement) or a
      transferee of any of the foregoing and accordingly will deem the Rights
      evidenced by such Rights Certificate to be void and not transferable or
      exercisable. 


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    [To
      be
      attached to each Rights Certificate]

    


    FORM
      OF
      ELECTION TO EXERCISE

    


    (To
      be
      executed if holder desires to 

    exercise
      the Rights Certificate.)

    


    TO:
      MICROTEK MEDICAL HOLDINGS, INC.

    


    The
      undersigned hereby irrevocably elects to exercise whole Rights represented
      by
      the attached Rights Certificate to purchase the shares of Participating
      Preferred Stock issuable upon the exercise of such Rights and requests that
      certificates for such shares be issued in the name of: 

    


    
      	 	
              _____________________________________

            
	 	
              Address:
                ______________________________

            
	 	
              ______________________________________

            
	 	
              Social
                Security or Other Taxpayer

            
	 	
              Identification
                No: ________________________

            


    

    


    If
      such
      number of Rights shall not be all of the Rights evidenced by this Rights
      Certificate and this Rights Certificate is being exercised pursuant to Section
      2.3 of the Rights Agreement, a new Rights Certificate for the balance of such
      Rights shall be registered in the name of and delivered to the person set forth
      as follows, and if this Rights Certificate is being exercised pursuant to
      Section 3.1(a), this Rights Certificate indicating the balances, if any, of
      such
      Rights which may still be exercised pursuant to each of Section 3.1(a) and
      Section 3.2 of the Rights Agreement shall be returned to the
      following:

    
      
        	 	
                _____________________________________

              
	 	
                Address:
                  ______________________________

              
	 	
                ______________________________________

              
	 	
                Social
                  Security or Other Taxpayer

              
	 	
                Identification
                  No: ________________________

              


      

      
Dated:
        _________________, ____

    

    


    Signature
      Guaranteed:

    


    
      	 	
              _____________________________________

            
	 	
              Signature

            
	 	
              (Signature
                must correspond to name as written upon the face of this Rights
                Certificate in every particular, without alteration or enlargement
                or any
                change whatsoever)

            


    

     

    
 

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    Signatures
      must be guaranteed by a member firm of a registered national securities
      exchange, a member of the National Association of Securities Dealers, Inc.,
      or a
      commercial bank or trust company having an office or correspondent in the United
      States 

    


    


    


    
      
        

      

      (To
        be
        completed if true)



    The
      undersigned hereby represents, for the benefit of all holders of Rights and
      shares of Common Stock, that the Rights evidenced by this Rights Certificate
      are
      not, and, to the knowledge of the undersigned, have never been, Beneficially
      Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined
      in
      the Rights Agreement).

    


    


    
      	 	
              _____________________________________

            
	 	
              Signature
                

            


    

     

    
 

    
      
        

      

      NOTICE

    

     

    In
      the
      event the certification set forth above is not completed in connection with
      a
      purported assignment, the Company will deem the Beneficial Owner of the Rights
      evidenced by the enclosed Rights Certificate to be an Acquiring Person or an
      Affiliate or Associate thereof (as defined in the Rights Agreement) or a
      transferee of any of the foregoing and accordingly will deem the Rights
      evidenced by such Rights Certificate to be void and not transferable or
      exercisable.

     

     

     

    
      
        
        

      

      
        44