EXHIBIT 4.2


                     SEVENTH AMENDMENT AND WAIVER AGREEMENT


     SEVENTH  AMENDMENT  AND WAIVER  AGREEMENT,  dated as of March 4, 2004 (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  informed  the  Agent of their  desire  that
Microtek  enter  into that  certain  Asset  Purchase  Agreement  (the  "Purchase
Agreement")  made the fourth day of March,  2004,  by and between  Microtek  and
Ortho/Plast,   Inc.   ("Seller"),   pursuant  to  which  Microtek  will  acquire
substantially  all of the  assets  used or held for use in  connection  with the
orthopedic  product  line  of  Seller  (the  "Acquired  Assets")  for  cash  and
additional  amounts payable under that certain Earn Out Agreement made as of the
fourth day of March,  2004 by and among  Microtek  and the Seller (the "Earn Out
Agreement"); and

     WHEREAS,  Section 7.03 of the Credit  Agreement  restricts  the creation of
Indebtedness; and

     WHEREAS, Section 7.05 of the Credit Agreement prohibits any Borrower or any
subsidiary  of  any  Borrower  from,  among  other  things,   acquiring  all  or
substantially all of the capital stock or assets of any other person; and

     WHEREAS, Section 7.06 of the Credit Agreement prohibits any Borrower or any
subsidiary  of any Borrower  from,  among other  things,  owning,  purchasing or
acquiring any stock,  obligations,  assets or securities of, or any interest in,
or making any capital contribution or loan or advance to, any other person; and

     WHEREAS, the Borrowers have requested that the Lenders (i) amend the Credit
Agreement to permit Microtek to enter into the Earn Out Agreement and (ii) waive
the  provisions  of  Sections  7.05 and 7.06 of the Credit  Agreement  to permit
Microtek to purchase the Acquired Assets.

     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:


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          1. AMENDMENT TO CREDIT AGREEMENT

          1.1 Section 7.03 of the Credit Agreement is hereby amended by adding a
new clause (xv) to the end thereof that reads as follows:

          "(xv) the deferred  purchase price payable under that certain Earn Out
          Agreement  made as of the  fourth  day of  March,  2004  by and  among
          Microtek and  Ortho/Plast,  Inc. in  connection  with  acquisition  by
          Microtek of assets pursuant to the Asset Purchase Agreement made as of
          the fourth day of March,  2004 by and among Microtek and  Ortho/Plast,
          Inc.,  provided  that such  deferred  purchase  price  (including  any
          prepayment  thereof set forth in such Asset Purchase  Agreement)  will
          not exceed $800,000."

          2. AMENDMENTS TO SECURITY DOCUMENTS

          2.1  The  Security  Agreement  is  hereby  amended  as  follows:   The
definition of "General  Intangibles"  in Section 1(e) thereof is hereby modified
to add the following  sentence:  "In  addition,  all  indemnification  rights of
Microtek under the Asset Purchase  Agreement made as of the fourth day of March,
2004,  by and  between  Microtek  Medical,  Inc.,  a Delaware  corporation,  and
Ortho/Plast, Inc., a Georgia corporation."

          3. WAIVER, CONSENT AND RELEASE UNDER LOAN DOCUMENTS

          3.1 The Lenders  hereby waive the provisions of Sections 7.05 and 7.06
of the Credit  Agreement  solely for the  purposes  of  permitting  Microtek  to
purchase the Acquired Assets in accordance with the Purchase Agreement.

          4. CONFIRMATION OF SECURITY DOCUMENTS

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

          5. 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.




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          (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 a true and  complete  copy of the
fully executed Purchase Agreement and the Earn Out Agreement, all of which shall
be in form and substance satisfactory to the Agent.

          (d) The Agent,  for the benefit of the Lenders,  shall have obtained a
legal,  valid and perfected first (except as permitted  pursuant to Section 7.01
of the Credit Agreement) priority security interest in the Acquired Assets.

          (e) The Agent shall have  received an  amendment  fee in the amount of
$7,500.00.

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

          6. MISCELLANEOUS

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

          (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;


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          (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 (after giving effect to the  consummation of
the transactions  contemplated  under this Amendment  Agreement) 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.

          6.2 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,  except for the
specific  waiver  provided  for herein,  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.

          6.3 Except for the specific  waivers provided for in Section 3 of this
Amendment  Agreement,  nothing  herein  shall be  deemed  to be a waiver  of any
covenant or agreement  contained in the Credit Agreement,  and the Borrowers and
the Loan Parties hereby agree that 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.

          6.4 Upon presentation of its invoice, the Borrowers covenant and agree
to pay in full all legal fees charged,  and all costs and expenses incurred,  by
Kaye Scholer LLP,  counsel to the Agent,  in  connection  with the  transactions
contemplated  under this Agreement and the other Loan Documents and  instruments
in connection herewith and therewith. 1.1

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

          6.6 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.


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

          6.8 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. (f/k/a
                                      ISOLYSER COMPANY, INC.)


                                      By:______________________________
                                         Name:
                                         Title:


                                      MICROTEK MEDICAL, INC.


                                      By:______________________________
                                         Name:
                                         Title:



                                      JPMORGAN CHASE BANK (f/k/a THE CHASE
                                      MANHATTAN BANK), as Agent and as Lender


                                      By:______________________________
                                         Name:
                                         Title:



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