Exhibit 4.2 



FIFTH AMENDMENT
AGREEMENT 



        FIFTH
AMENDMENT AGREEMENT, dated as of August 7, 2003 (this “Amendment
Agreement”), to the Amended and Restated Credit Agreement, dated as of May 14,
2001, as amended to date (and as the same may be further amended, supplemented or modified
from time to time in accordance with its terms, the “Credit Agreement”),
among Microtek Medical Holdings, Inc., formerly known as Isolyser Company, Inc., a Georgia
corporation (“MMH”) and Microtek Medical, Inc., a Delaware corporation
(“Microtek”, together with MMH, each a “Borrower” and,
jointly and severally, the “Borrowers”), the lenders named therein (the
“Lenders”), the guarantors named therein (the
“Guarantors”) and JPMorgan Chase Bank, formerly known as The Chase
Manhattan Bank, as agent (the “Agent”) for the Lenders. Terms used herein
and not otherwise defined herein shall have the meanings attributed thereto in the Credit
Agreement. 



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



        NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and subject to the fulfillment of the conditions set forth below, the
parties hereto agree as follows: 



        SECTION
1.        AMENDMENTS TO CREDIT AGREEMENT 




        1.1
The definition of “Final Maturity Date” in Section 1.01 of the Credit
Agreement is hereby amended by deleting the reference to “June 30, 2004” and
substituting, in lieu thereof, the date “June 30, 2006". 



        1.2
     Section 7.08 of the Credit Agreement is hereby amended in its entirety to read as
follows: 




	 	        “SECTION
7.08 Leverage Ratio. Permit the Leverage Ratio of the Borrowers and their
subsidiaries on a Consolidated basis to be greater than 2.00:1.00 for the fiscal quarter
ending on September 30, 2003 and each fiscal quarter thereafter.” 







        1.3
     Section 7.09 of the Credit Agreement is hereby amended in its entirety to read as follows:




	 	        “SECTION
7.09 EBITDA. Permit EBITDA of the Borrowers and their subsidiaries on a
Consolidated basis to be less than (i) $8,000,000 for the four quarter period ending on
June 30, 2003, (ii) $9,000,000 for the four quarter period ending on September 30, 2003,
(iii) $10,000,000 for the four quarter period ending on December 31, 2003 and each four
quarter period thereafter through and including the four quarter period ending on
September 30, 2004, (iv) $12,000,000 for the four quarter period ending on December 31,  













        2004
and each four quarter period thereafter through and including the four quarter period
ending on September 30, 2005, and (v) $14,000,000 for the four quarter period ending on
December 31, 2005 and each four quarter period thereafter. For purposes hereof, EBITDA
shall mean for the applicable period the sum of Net Income, depreciation and
amortization, federal, state and local income taxes and interest expense for such period,
computed and calculated in accordance with GAAP.” 




        SECTION
2.        CONDITIONS PRECEDENT 




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



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



         (b)       
          No unwaived event has occurred and is continuing which constitutes an Event of
          Default under the Credit Agreement or would constitute such an Event of Default
          but for the requirement that notice be given or time elapse or both. 



         (c)       
          The Agent shall have received an amendment fee in the amount of $10,000. 



         (d)       
          The Agent shall have received such other documents as the Lenders or the Agent
          or the Agent’s counsel shall reasonably deem necessary. 



        SECTION
3.        MISCELLANEOUS 




        3.1
The Lenders and Agent acknowledge that the Borrowers have advised them that Isolyser-MSI,
Inc., formerly a Georgia corporation (“MSI”), was administratively
dissolved on November 9, 2002. The Lenders and the Agent agree that MSI is and shall no
longer be a Guarantor and such dissolution has not and does not constitute a default or
Event of Default under or in connection with the Credit Agreement. 



        3.2
Each Borrower and each Guarantor reaffirms and restates the representations and warranties
set forth in Article IV of the Credit Agreement and all such representations and
warranties shall be true and correct on the date hereof with the same force and effect as
if made on such date, except as they may specifically refer to an earlier date. Each
Borrower and each Guarantor represents and warrants (which representations and warranties
shall survive the execution and delivery hereof) to the Agent that: 










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



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



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



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



         (e)       
          as of the date hereof there exists no Default or Event of Default. 



        By
its signature below, each Borrower and each Guarantor agree that it shall constitute an
Event of Default if any representation or warranty made above should be false or
misleading in any material respect. 



        3.3
Upon presentation of its invoice, the Borrowers covenant and agree to pay in full all
legal fees charged, and all costs and expenses incurred, by Kaye Scholer LLP, counsel to
the Agent, in connection with the transactions contemplated under this Agreement and
instruments in connection herewith and therewith. 



        3.4
Each Borrower and each Guarantor confirms in favor of the Agent and each Lender that it
agrees that it has no defense, offset, claim, counterclaim or recoupment with respect to
any of its obligations or liabilities under the Credit Agreement or any other Loan
Document and that nothing herein shall be deemed to be a waiver of any covenant or
agreement contained in the Credit Agreement, and except as herein expressly amended, the
Credit Agreement and other Loan Documents are each ratified and confirmed in all respects
and shall remain in full force and effect in accordance with their respective terms. 



        3.5
All references to the Credit Agreement in the Credit Agreement, the Loan Documents and the
other documents and instruments delivered pursuant to or in connection therewith shall
mean such agreement as amended hereby and as each may in the future be amended, restated,
supplemented or modified from time to time. 










        3.6
This Amendment Agreement may be executed by the parties hereto individually or in
combination, in one or more counterparts, each of which shall be an original and all of
which shall constitute one and the same agreement. Delivery of an executed counterpart of
a signature page by telecopier shall be effective as delivery of a manually executed
counterpart. 



        3.7
THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 



        3.8
The parties hereto shall, at any time and from time to time following the execution of
this Amendment Agreement, execute and deliver all such further instruments and take all
such further action as may be reasonably necessary or appropriate in order to carry out
the provisions of this Amendment Agreement. 









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



	 	By:______________________________

	 	Name:

Title:



	 	MICROTEK MEDICAL, INC.



	 	By:______________________________
	 	Name:

Title:



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



	 	By:______________________________
	 	Name:

Title: