EMPLOYMENT AGREEMENT

         THIS AGREEMENT  ("Agreement")  is made and entered into effective as of
the 14 day of February,  1998 (the "Effective  Date"),  by and between  ISOLYSER
COMPANY, INC., a Georgia corporation  (hereinafter the "Company"),  and MIGIRDIC
NALBANTYAN (hereinafter the "Employee").

                                    RECITALS:

         R-1.  The  Company  develops,   manufactures  and  markets  disposable,
specialty  and safety  products for use in medical,  industrial  and  commercial
markets.
 
         R-2.     The Company's markets are worldwide.

         R-3.  The Company  maintains  certain  trade  secrets and  confidential
information which is proprietary to the Company,  the disclosure or exploitation
of which would cause significant damage to the Company.

         R-4.  The  Company  desires to employ the  Employee,  and the  Employee
desires to accept such  employment,  for which  purposes each of the Company and
the  Employee  desire to enter  into  this  Agreement  to set forth and  clarify
certain of the terms and conditions relevant to such employment.

         R-5. The Company  recognizes  that,  as is the case with many  publicly
held  corporations,  the  possibility of a Change in Control (as defined herein)
may arise which may create uncertainty and questions among management  resulting
in a departure or  distraction  of management  personnel to the detriment of the
Company and its shareholders.  In addition, the Company believes that should the
Company or its  shareholders  receive a proposal  for transfer of control of the
Company, the Employee should be able to assess and advise the Company

483294.2

<PAGE>



whether  such  proposal  would be in the best  interests  of the Company and its
shareholders  and to take such other action regarding such proposal as the Board
of Directors might determine to be appropriate  without being  influenced by the
uncertainty of the Employee's own situation.

         NOW,  THEREFORE,  in consideration  of the recitals,  the covenants and
agreements  herein  contained  and the  benefits  to be  derived  herefrom,  the
parties, intending to be legally bound, agree as follows:

         1.  Recitals.  The  recitals  set forth above  constitute  part of this
Agreement and are incorporated herein by this reference.

         2.  Employment.  From and after the date hereof and for the term herein
provided,  the Company agrees to employ the Employee,  and the Employee  accepts
such employment  with the Company upon the terms and conditions  hereinafter set
forth.

         3. Term. The Employee's employment shall commence on the Effective Date
and,  subject to Section 8 of this Agreement,  shall continue  through the third
anniversary of the Effective Date.

         4. Duties.  Subject to the  direction and  supervision  of the Board of
Directors of the Company, the Employee agrees that: (a) he shall devote his full
working time and  attention  to the  business of the Company and its  affiliated
companies;  (b) he will  perform all of his duties  pursuant  to this  Agreement
faithfully and to the best of his abilities in a manner  intended to advance the
Company's interests;  and (c) he shall not engage in any other business activity
except:  (i) investing assets in a manner not prohibited by Section 9(e) of this
Agreement, and in such form or manner as shall not require any material services
on his part in the  operations or affairs of the companies or other  entities in
which such  investments  are made, (ii) serving on the board of directors of any
company, subject to the provisions set forth in Section 9(e) of this

483294.2

                                       -2-

<PAGE>



Agreement  and  provided  that he shall not be required  to render any  material
services with respect to the  operations  or affairs of any such company,  (iii)
engaging in religious,  charitable or other  community or non-profit  activities
which do not impair his ability to fulfill his duties and responsibilities under
this Agreement,  or (iv) such other  activities as may be expressly  approved in
advance by the Board of Directors of the Company.

         5. Compensation.  As full compensation for all services rendered by the
Employee  pursuant to this  Agreement and as full  consideration  for all of the
terms of this Agreement,  the Employee shall receive from the Company during his
employment  under this  Agreement the base salary,  bonuses and fringe  benefits
described below.

                  (a) Base Salary.  For all services  rendered  pursuant to this
Agreement,  the Company  shall pay or cause to be paid to the Employee an annual
base salary of $150,000 (the "Floor Amount"). The annual salary may be increased
or (subject to the terms of this  Agreement)  decreased from time to time during
the term of this  Agreement in the  discretion  of the Company.  The base salary
shall be payable in accordance  with the customary  practices of the Company for
payment of its employees,  but in any event, in installments not less frequently
than once monthly.

                  (b) Bonus  Compensation.  To the extent that the Company shall
establish, from time to time in its discretion, bonus compensation plans for the
benefit of all of its management level employees, the Employee shall be entitled
to participate  in such bonus  compensation  plans in accordance  with terms and
provisions established by the Board of Directors in its discretion.

                  (c) Long Term Incentive Payments.  The Company has or may from
time to time in the  future  grant  to the  Employee  such  long-term  incentive
compensation (including, by 

483294.2

                                       -3-

<PAGE>



way of illustration but not limitation, stock options) as the Board of Directors
may determine in its discretion.

                  (d) Fringe Benefits. The Company has adopted, or may from time
to time adopt,  policies in respect of fringe benefits for its management  level
employees  in the  nature  of health  and life  insurance,  holidays,  vacation,
disability and other matters. The Company covenants and agrees that the Employee
shall be entitled to participate in any such fringe benefit  policies adopted by
the Company to the same extent that such fringe  benefits  shall be available to
and for the benefit of all other management level employees.

                  (e) Tax Withholdings and Other  Deductions.  The Company shall
have the right to deduct  from the base salary and any  additional  compensation
payable to the  Employee  all amounts  required to be deducted  and  withheld in
accordance  with social  security  taxes and all applicable  federal,  state and
local  taxes and  charges  as may now be in  effect  or which  may be  hereafter
enacted or required as charges on the compensation of the Employee.  The Company
shall  also have the right to offset  from the base  salary  and any  additional
compensation  payable  to the  Employee  any loan or other  amounts  owed to the
Company by the Employee.

         6. Working Facilities.  The Company, at its own expense,  shall furnish
the Employee with office,  working space and such equipment as may be reasonably
necessary for the Employees's performance of his or her duties.

         7.  Expenses.  The Employee is required as a condition of employment to
incur  ordinary,  necessary  and  reasonable  expenses for the  promotion of the
business of the Company and its affiliates and subsidiaries,  including expenses
for entertaining,  travel and similar items. The Employee is authorized to incur
reasonable  expenses in  connection  with such  business,  including  travel and
entertainment expenses, fees for seminars and courses, and expenses

483294.2

                                       -4-

<PAGE>



incurred in attendance  at executive  meetings and  conventions.  If paid by the
Employee,  upon  presentation  by the  Employee of an  itemized  account of such
expenditures  in a manner  satisfactory  to the Company,  the Employee  shall be
entitled to receive  reimbursement for these expenses,  subject to policies that
may be  established  from time to time by the  Company.  It is  intended  by the
Company and the Employee that all expenses  incurred  pursuant to this paragraph
are to be ordinary and necessary business expenses.

         8.  Termination.   The  Employee's  employment  may  be  terminated  in
accordance  with the provisions of this Section.  The provisions for termination
are as follows:

                  (a) Death or Disability.  The Employee's  employment  shall be
terminated upon the death or total disability of the Employee (total  disability
meaning  the  failure  of  the  Employee  to  perform  his  or  her  duties  and
responsibilities  hereunder  in the manner and to the  extent  required  by this
Agreement  for a period of 180  consecutive  days by  reason  of the  Employee's
mental or physical  disability  as  determined  by the Board of Directors of the
Company, which determination, in the absence of a showing of bad faith, shall be
conclusive upon the Employee).

                  (b)  Termination For Cause.  The Employee's  employment may be
terminated by the Company for Cause.  For purposes of this  Agreement,  the term
"Cause"  shall mean a  determination  by the Board of Directors  that any of the
following has occurred: (i) the Employee's material failure or refusal to comply
with the policies,  standards and  regulations  of the Company from time to time
reasonably  established and fairly administered by the Company,  (ii) a material
breach by the  Employee  of the terms of  Section 9 of this  Agreement,  (iii) a
material  breach by the Employee of any of the other terms of this  Agreement or
any written agreement entered by the parties concurrently  herewith, or (iv) the
indictment or conviction of the Employee for any felony,  the  conviction of the
Employee for a misdemeanor involving the

483294.2

                                       -5-

<PAGE>



misuse of funds,  or the  adjudication  by a court that the Employee  engaged in
willful misconduct in connection with the activities of the Company.

                  (c) Termination  Without Cause. The Employee's  employment may
be terminated by the Company without Cause; provided,  that, in the event of any
termination of the Employee's  employment under this paragraph (c), the Employee
shall be entitled to receive  such  Employee's  annual base salary (but not less
than the Floor  Amount per year) as then in effect as set forth in Section  5(a)
hereof until the first anniversary of the date of such termination of employment
payable at the  Company's  election  either in a lump sum  (present  valued at a
discount rate of 10%) or as otherwise  payable under Section 5(a). The Company's
obligation to make payments  under this  paragraph  shall cease and terminate in
the event of any breach by the Employee of any of the provisions of Section 9 of
this Agreement.  The Company may require, as a condition precedent to making any
payments  under this  paragraph to the  Employee,  that the  Employee  execute a
customary release and covenant not to sue in favor of the Company.  Any payments
under this Section 8(c) shall be subject to Section 5(e).

                  (d)  Termination  By Employee.  The Employee may terminate his
employment  hereunder  with or without Good Reason (as defined below) by written
notice to the  Company.  In the  event the  Employee  elects to  terminate  this
Agreement  without  Good Reason,  then the  Employee  shall offer to continue to
provide  services to the Company in accordance  with this Agreement for a period
of not less than  ninety  (90) days  from the date that the  Employee  elects to
resign.  The Company may accept such offer in full, accept such offer subject to
the Company's  right to terminate the Employee's  employment  during such ninety
(90)  day  period  (which   termination  shall  nevertheless  be  treated  as  a
termination by Employee without Good Reason) or reject such offer in which event
the Employee's employment shall immediately

483294.2

                                       -6-

<PAGE>



terminate.  Effective  upon the date of  Employee's  termination  of  employment
following the Employee's  resignation without Good Reason, the Employee shall be
entitled to no further  compensation  or benefits under this  Agreement.  In the
event the Employee  terminates  his  employment  hereunder for Good Reason,  the
Employee  shall be entitled to the benefits  specified in Subsection (c) of this
Section 9 as if Employee's  employment  was  terminated  by the Company  without
Cause. As used in this  Agreement,  the term "Good Reason" shall mean either the
reduction of the  Employee's  salary below the Floor Amount per year without the
written consent of the Employee or the failure by the Company to comply with its
obligations  under this  Agreement in any  material  respects  which  failure to
comply  continues  for a period of not less  than  thirty  (30)  days  following
written notice thereof by the Employee to the Company.

                  (e) Change of Control.

                           (i) As used in this  Agreement,  the term  "Change of
Control" shall mean:

                                   (A)  Individuals  who, as of the date of this
Agreement,  constitute  the Board of Directors  of the Company  (the  "Incumbent
Board")  cease for any reason to  constitute  at least a majority of such Board;
provided,  however,  that any individual  becoming a director  subsequent to the
date  hereof  whose  election,   or  nomination  for  election  by  the  Company
shareholders,  was  approved by a vote of at least a majority  of the  directors
then  comprising  the  Incumbent  Board  shall  be  considered  as  though  such
individual was a member of the Incumbent Board, but excluding, for this purpose,
any individual whose initial assumption of such directorship  occurs as a result
of either an actual or  threatened  election  contest (as such terms are used in
Section 14a-11 of Regulation 14A promulgated under the Securities Exchange

483294.2

                                       -7-

<PAGE>



Act of 1934 (the "Exchange Act")) or other actual or threatened  solicitation of
proxies or consents by or on behalf of an individual, entity or group other than
the Board;

                                   (B) The acquisition by an individual,  entity
or group (within the means of Section  13(d)(3) or 14(d)(2) of the Exchange Act)
other than a trustee or other  fiduciary  holding  securities  under an employee
benefit plan of the Company, of Beneficial Ownership (as defined in that certain
Shareholder  Protection  Rights  Agreement dated as of December 20, 1996 between
the Company and SunTrust Bank, as such agreement may be modified or amended from
time to time  (the  "Rights  Agreement"))  of 15% or more  of  either  the  then
outstanding  shares of common stock of the Company or the combined  voting power
of the outstanding  voting  securities of the Company entitled to vote generally
in the election of directors  unless the Incumbent  Board  determines  that such
transaction shall not constitute a "Change of Control" hereunder;

                                   (C)   If   there   occurs   any   merger   or
consolidation of the Company with or into any other corporation or entity (other
than a  wholly-owned  subsidiary  of the  Company)  unless the  Incumbent  Board
determines  that such  transaction  shall not  constitute  a "Change of Control"
hereunder; or

                                   (D) There occurs a sale or disposition by the
Company of all or substantially all of the Company's assets.

Notwithstanding  the  foregoing,  no Change of  Control  shall be deemed to have
occurred  for  purposes of this  Agreement  by virtue of any  transaction  which
results in the  Employee,  or a group of persons  which  includes the  Employee,
acquiring  directly  or  indirectly  all or  substantially  of the assets of the
Company.

483294.2

                                       -8-

<PAGE>



                           (ii) In the event of any  termination  of  Employee's
employment  with the  Company  occurring  within  six (6) months  following  the
occurrence  of  any  event  constituting  a  Change  of  Control  other  than  a
termination  of  employment  occurring  as  a  result  of  a  termination  under
Subsections  (a) or (b) of this  Section  8 (being a  termination  for  death or
disability or a termination by the Company for Cause),  the Company shall pay to
the Employee the sum of the following:

                                   (A) The  Employee's  base salary  through the
date of  termination at the rate in effect just prior to the date of termination
of employment,  plus any benefits or awards  (including  both the cash and stock
component)  which  pursuant  to the terms of any  compensation  plans  have been
earned  or become  payable,  but  which  have not yet been paid to the  Employee
(including  amounts  which  previously  had  been  deferred  at  the  Employee's
request);

                                   (B) A lump sum  payment  in cash in an amount
equal to 2.99 times the  Employee's  annual  base  salary in effect  immediately
prior to the date of  termination  of  employment  (but not less  than the Floor
Amount per year); and

                                   (C) If  Employee's  employment  is terminated
within the scope of Subsection  (e)(ii) of this Section,  then the Company shall
maintain in full force and effect,  at the sole cost of the Company  (except for
any regular  contributions of the Employee  required of the Employee in the same
manner as required by all other  managerial  employees of the Company),  for the
continued benefit of the Employee and his dependents for a period terminating on
the  earlier of (x) twelve  months  after  such date of  termination  or (y) the
commencement  date of equivalent  benefits from a new employer,  all insured and
self-insured  Employee  group health  insurance  plans in which the Employee was
entitled to participate

483294.2

                                       -9-

<PAGE>



immediately  prior  to the date of  termination,  provided  that the  Employee's
continued  participation  is possible  under the general terms and provisions of
such plans and that applicable tax requirements do not require that the value of
such benefits be included in Employee's income. The terms of this Subsection are
in addition to any rights or obligations arising under applicable law.

                           (iii) In the event any payment or distribution by the
Company  or  acceleration  of any rights to or for the  benefit of the  Employee
(whether paid or payable or distributable  or accelerated  pursuant to the terms
of this Agreement or otherwise (a "Payment"))  will be subject to the excise tax
imposed by Section  4999 of the Internal  Revenue Code of 1986,  as amended (the
"Code"),  or any interest or penalties are incurred by the Employee with respect
to such excise tax  (collectively,  the "Excise Tax"),  then the amounts payable
under  Subsection  (e)(ii) of this  Section  shall  first be  reduced  (prior to
reducing the Payments  under any other  agreement with or for the benefit of the
Employee)  to the extent  necessary  so that no Payment  shall be subject to the
Excise Tax,  except that no such reduction  shall be made to the extent that the
Payments  receivable  by  the  Employee  net of all  taxes  (including,  without
limitation, income taxes and the Excise Tax (collectively, the "Taxes")) on such
Payments before such reduction would be greater than the Payments  receivable by
the Employee net of all taxes after such reduction.  All determinations required
to be made under this clause  shall be made by  Deloitte & Touche LLP,  Atlanta,
Georgia,  or such other accounting firm as may be mutually agreed to between the
Employee and the Company (the  "Accounting  Firm").  For purposes of making such
determinations  by the  Accounting  Firm (A) no  portion  of any  Payment  which
Employee  has waived in writing  prior to the date of payment will be taken into
account,  (B) no portion  of any  Payment  which tax  counsel,  selected  by the
Accounting Firm and acceptable to

483294.2

                                      -10-

<PAGE>



the  Employee,  determines  not to constitute a "parachute  payment"  within the
meaning of Section  280G(b)(2)  of the Code will be taken into  account,  (C) no
portion  of any  payment  which such tax  counsel  determines  to be  reasonable
compensation for services  rendered within the meaning of Section  280G(b)(4) of
the Code will be taken into  account,  (D) the value of any non-cash  benefit or
any deferred  payment or benefit  included in the Payments will be determined by
the Accounting Firm in accordance with Sections  280G(d)(3) and (4) of the Code,
and (E) any  reductions  under this  Subsection  shall be made serially  against
Subsections  (A), (B) and (C) of Subsection  (e)(ii) of this Section and in that
order. All fees and expenses of the Accounting Firm and any tax counsel selected
under  this  Subsection   shall  be  borne  solely  by  the  Company,   and  any
determination  by the Accounting Firm and such tax counsel shall be binding upon
the Company and the Employee. Any Payment due under this Subsection (e) shall be
paid to the  Employee  by the  Company  within  ten (10)  days of the  Company's
receipt of the Accounting Firm's determination.

         9. Protective Covenants; Remedies.

                  (a) Property Rights. The Employee acknowledges and agrees that
all records of the  accounts  of  customers,  lists,  prospect  lists,  prospect
reports,  vendor  lists,  samples,  desk  calendars,   briefcases,  day  timers,
notebooks,  computers,  computer  records  and  software,  policy and  procedure
manuals, price lists, catalogs, premises keys, written methods of pricing, lists
of needs and  requirements  of  customers,  written  methods of operation of the
Company  or any  subsidiary  or  affiliate  of the  Company  (collectively,  the
"Company  Group"),  manufacturing  techniques,  financial  records and any other
records and books  relating in any manner  whatsoever  to the  customers  of the
Company  Group or its  business,  whether  prepared by the Employee or otherwise
coming into the Employee's possession, are the exclusive property of the Company

483294.2

                                      -11-

<PAGE>



Group  regardless  of who actually  purchased  or prepared  the  original  book,
record, list or other property. All such books, records, lists or other property
shall  be  immediately  returned  by  the  Employee  to  the  Company  upon  any
termination of employment.

                  (b) Non-Disclosure of Confidential  Information.  The Employee
acknowledges  that  through his  employment  by the Company,  the Employee  will
become familiar with, among other things, the following:

                  Any  scientific  or technical  information,  design,  process,
                  procedure, formula or improvement that is secret and of value,
                  and information  including,  but not limited to,  technical or
                  nontechnical data, formula, patterns, compilations,  programs,
                  devices,  methods,  techniques,  drawings and  processes,  and
                  product,  customer and financial data, which the Company takes
                  reasonable efforts to protect from disclosure,  and from which
                  the Company derives actual or potential  economic value due to
                  its  confidential  nature  (the  foregoing  being  hereinafter
                  collectively referred to as the "Confidential Information").

                  The  Employee  acknowledges  that  use or  disclosure  of such
Confidential  Information  would be  injurious  to the Company and will give the
Employee an unfair  competitive  advantage  over the Company  Group in the event
that  the  Employee  should  go  into   competition   with  the  Company  Group.
Accordingly,  the Employee agrees that during the term of this Agreement and for
a period of two (2) years  subsequent to the  termination  of employment for any
reason,  the  Employee  will not  disclose  to any  person,  or utilize  for the
Employee's  benefit,   any  of  the  Confidential   Information.   The  Employee
acknowledges that such Confidential Information is of special and peculiar value
to the Company;  is the property of the Company  Group,  the product of years of
experience and trial and error;  is not generally  known to the Company  Group's
competitors;  and is  regularly  used in the  operation  of the Company  Group's
business. The Employee acknowledges and recognizes that applicable law prohibits

483294.2

                                      -12-

<PAGE>



disclosure of  confidential  information and trade secrets  indefinitely  (i.e.,
without  regard to the two year period  described  in this  paragraph),  and the
Company  has the  right to  require  the  Employee  to  comply  with such law in
addition to the Company's rights under this paragraph.

                  (c) Non-Interference  With Employees.  The Employee agrees not
to solicit,  entice or  otherwise  induce any  employee of the Company  Group to
leave the  employ of the  Company  Group for any reason  whatsoever,  and not to
otherwise  interfere with any contractual or business  relationship  between the
Company Group and any of its employees for two (2) years from the termination of
the  Employee's  employment  other than a termination  of employment  within the
scope of Subsection (e)(ii) of Section 8 of this Agreement.

                  (d) Non-Solicitation of Customers. For so long as the Employee
shall be due or shall have accrued salary payments from the Company  (including,
without limitation any such payment under Subsections (c) or (d) of Section 8 of
this  Agreement  which  Employee  does not waive and  refund to the  Company  in
advance of taking any actions prohibited by this Subsection),  and, in the event
of any termination of Employee's  employment  hereunder by the Company for Cause
or by the Employee without Good Reason,  for one (1) year after the date of such
termination  of  employment,  the Employee  agrees that the  Employee  will not,
within the world (the  "Territory"),  which the parties  agree is the  territory
from which the Employee shall primarily renders services, for the Employee's own
benefit or on behalf of any other person,  partnership,  company or corporation,
contact any customer or customers of the Company  Group who the Employee  called
upon or with which the Employee  became  familiar while employed by the Company,
for the purpose of developing, manufacturing or selling disposable, specialty or
safety   products  for  use  in  medical,   industrial  or  commercial   markets
(collectively, the

483294.2

                                      -13-

<PAGE>



"Business").  This  Subsection  shall  not  apply  following  the  date  of  any
termination of employment within the scope of Subsection (e)(ii) of Section 8 of
this Agreement.

                  (e) Non-Competition.  For so long as the Employee shall be due
or shall have  accrued  salary  payments  from the Company  (including,  without
limitation  any  payment  under  Subsections  (c) or (d) of  Section  8 of  this
Agreement  which Employee does not waive and refund to the Company in advance of
taking  any  action  prohibited  by this  Subsection),  and in the  event of any
termination  of Employee's  employment  hereunder by the Company for Cause or by
the  Employee  without  Good  Reason,  for one (1) year  after  the date of such
termination  of employment,  the Employee  agrees that the Employee will not (i)
within the Territory,  either directly or indirectly,  whether on his own behalf
or in the service of others  (whether as an employee,  director,  consultant  or
advisor)  in any  capacity  that  involves  duties  similar to the duties of the
Employee hereunder,  engage in the Business, or (ii) become an owner (except for
the ownership of not greater than an interest of five percent of a publicly held
company) of any company which is engaged in the Business.  This Subsection shall
not apply following the date of any  termination of employment  within the scope
of Subsection (e)(ii) of Section 8 of this Agreement.

                  (f) Inventions and  Discoveries.  The Employee agrees to fully
inform and disclose to the Company all  inventions,  designs,  improvements  and
discoveries  which the Employee now has or may hereafter  while  employed by the
Company obtain which either  constitutes an improvement to or a modification  of
any of the products which from time to time are under development by the Company
or being manufactured or marketed by the Company (collectively,  the "Products")
or constitute  an  invention,  design,  improvement  or discovery  having unique
application to the Products, whether conceived by the Employee alone or with

483294.2

                                      -14-

<PAGE>



others during or outside the usual hours of work. All such inventions,  designs,
improvements and discoveries shall be the exclusive property of the Company. The
Employee  shall assist the Company to obtain such legal  protection  of all such
inventions,  designs, improvements and discoveries as may be deemed desirable by
the Company from time to time. This  Subsection  shall survive any expiration or
earlier termination of this Agreement.

                  (g)  Acknowledgment   Regarding  Protective   Covenants.   The
Employee  acknowledges  that the Employee has read and  understands the terms of
this  Agreement,  that  the  same  was  specifically  negotiated,  and  that the
protective  covenants agreed upon herein are necessary for the protection of the
Company Group's business.  Further,  the Employee  acknowledges that the Company
would not employ the Employee  without the  specifically  negotiated  protective
covenants herein stated.

                  (h)  Remedies.  In addition to any other  rights and  remedies
which are  available to the Company,  with respect to any breach or violation of
the protective  covenants set forth herein, it is recognized and agreed that the
Company shall be entitled to obtain  injunctive  relief which would prohibit the
Employee from continuing any breach or violation of such protective covenants.

         10.  Disputes.  Any  controversy or claim arising out of or relating to
the  employment  relationship  between  the Company  and the  Employee  shall be
settled by arbitration by three  arbitrators,  one of whom shall be appointed by
the Company, one by the Employee and the third by the first two arbitrators.  If
the first two arbitrators cannot agree on the appointment of a third arbitrator,
then  the  third  arbitrator  shall be  appointed  by the  American  Arbitration
Association in the City of Atlanta, Georgia. Such arbitration shall be conducted
in the City of Atlanta,  Georgia in  accordance  with the rules of the  American
Arbitration Association, except

483294.2

                                      -15-

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as otherwise provided in this paragraph.  Judgment upon the award entered by the
arbitrators  shall be final and may be  entered in a court  having  jurisdiction
thereof. The party or parties against whom an arbitration award shall be entered
shall pay the other party's reasonable  attorneys' fees and reasonable costs and
expenses in connection  with the  enforcement of its rights under this Agreement
unless and to the extent the arbitrators  determine that under the circumstances
recovery by the prevailing party of all or any part of such fees and costs would
be unjust.

         11. No  Conflicting  Agreements.  The Employee  hereby  represents  and
warrants  that  the  execution  of this  Agreement  and the  performance  of his
obligations hereunder will not breach or be in conflict with any other agreement
to which he is a party or by which he is bound,  and that he is not  subject  to
any  covenants  against  competition  or  similar  covenants  which  affect  the
performance of his obligations hereunder.

         12. Consulting Cooperation. The Employee shall cooperate fully with the
Company in the  defense  or  prosecution  of any claims or actions  which may be
brought  against  or on  behalf  of  the  Company  which  relate  to  events  or
occurrences that transpired while the Employee was employed by the Company.  The
Employee's  full  cooperation  in  connection  with such claims or actions shall
include,  but not be limited to, being available to meet with counsel to prepare
for  discovery  or trial and to act as a witness  on  behalf of the  Company  at
mutually  convenient  times.  The Employee shall also  cooperate  fully with the
Company in  connection  with any  examination  or review by any federal or state
regulatory  authority  as any such  examination  or review  relates to events or
occurrences that transpired while the Employee was employed by the Company.  The
obligations under this Section shall continue, to the extent required, following
the  expiration  of this  Agreement.  To the extent the  Employee is required to
provide services

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under this Section  subsequent to the expiration of this Agreement,  the Company
shall continue to reimburse the Employee for the Employee's  reasonable expenses
in connection  with the  performance  of his duties under this Section and pay a
consulting fee in the amount of $50 per hour.

         13.  Notices.  Any notice  required or permitted to be given under this
Agreement shall be in writing and personally  delivered or sent by registered or
certified mail,  return receipt  requested,  in the case of the Company,  to the
principal office of the Company directed to the attention of the Company's Board
of Directors,  and in the case of the  Employee,  to the  Employee's  last known
residence address.

         14.  Construction.  This Agreement shall be governed and interpreted in
accordance with the laws of the State of Georgia. The waiver by any party hereto
of a breach of any of the provisions of this  Agreement  shall not operate or be
construed as a waiver of any subsequent breach by any party.

         15. Modification;  Assignment. This Agreement may not be changed except
by  written  agreement  duly  executed  by the  parties  hereto.  The rights and
obligations  of the Company under this  Agreement  shall inure to the benefit of
and be binding upon the successors and assigns of the Company.  This  Agreement,
being for the personal  services of the  Employee,  shall not be  assignable  or
subject to anticipation by the Employee.

         16. Severability.  Each provision of this Agreement shall be considered
severable.  If for any reason any provisions herein are determined to be invalid
or  unenforceable,  this Agreement  shall be construed in all respects as though
such invalid or  unenforceable  provisions were omitted,  and such invalidity or
unenforceability  shall not impair or otherwise affect the validity of the other
provisions of this Agreement. Moreover, the parties agree to replace such

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invalid  provision  with a  substitute  provision  that will  correspond  to the
original intent of the parties.

         17. Number of Agreements.  This Agreement may be executed in any number
of counterparts, each one of which shall be deemed an original.

         18.  Pronouns.  The use of any word in any  gender  shall be  deemed to
include any other gender and the use of any word in the singular shall be deemed
to include the plural where the context requires.

         19.  Headings.  The section  headings  used in this  Agreement  are for
convenience  only and are not to be  controlling  with  respect to the  contents
thereof.

         20. Entire Agreement.  This Agreement,  together with any other written
agreements  entered  into  concurrently  herewith,  contains  the  complete  and
exclusive statement of the terms and conditions of the Employee's  employment by
the Company,  and there exists no other inducement or consideration  between the
Company  and  the  Employee  relative  to the  employment  contemplated  by this
Agreement. All prior agreements relative to the subject matter of this Agreement
are terminated.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement to
be effective as of the date first set forth above.


ISOLYSER COMPANY, INC.


By:
Its:     _____________________________     ____________________________________
                                           MIGIRDIC NALBANTYAN



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