EXHIBIT 10.3

                              CONSULTING AGREEMENT

     THIS  AGREEMENT  is made and  entered  into on  August  ____,  2002,  to be
effective as of July 1, 2002, by and between MICROTEK MEDICAL HOLDINGS,  INC., a
Georgia  corporation  ("Microtek"),  and GENE R.  McGREVIN,  a Georgia  resident
("McGrevin").

     In  consideration of the mutual covenants  contained  herein,  Microtek and
McGrevin agree as follows:

     1. Engagement.  Microtek  engages McGrevin as an independent  contractor of
Microtek to consult on special  projects as may from time to time be assigned to
McGrevin by the President of Microtek.  McGrevin  accepts such  appointment  and
agrees to assist  Microtek  faithfully  and  diligently  to achieve its business
objectives  as may from time to time be requested by Microtek's  President,  and
McGrevin shall take no action which will be contrary to such objectives.

     2. Term. This Agreement and McGrevin's  employment hereunder shall commence
on the date hereof and,  unless earlier  terminated in accordance with Section 5
hereof, shall continue through June 30, 2003. Microtek and McGrevin may mutually
agree in their respective  discretion to continue this Agreement beyond June 30,
2003.

     3. Compensation. As full compensation for all services rendered by McGrevin
pursuant to this  Agreement,  McGrevin  shall receive from  Microtek  during his
engagement  under this Agreement a fee at the rate of $75,000 per year. Such fee
shall be payable in accordance with the customary  practices of Microtek but not
less  frequently  than  monthly.  Such fee  shall be in lieu of any  other  cash
compensation payable to directors of Microtek during the term of this Agreement.

     4. Business Expenses.  Microtek shall reimburse McGrevin for all reasonable
travel and other  business  expenses  incurred by him in the  performance of his
duties  and  responsibilities,  subject  to such  reasonable  requirements  with
respect to substantiation and documentation as may be specified by Microtek.

     5. Termination.  McGrevin's engagement shall automatically terminate in the
event of  McGrevin's  death.  In  addition,  either  Microtek  or  McGrevin  may
terminate McGrevin's engagement at any time with or without cause.

     6. Non-Disclosure of Confidential Information.  McGrevin acknowledges that,
though  his  association  with  Microtek  and  Microtek's  affiliated  companies
(collectively,  the "Company Group"),  he 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, processes and financial data, which the Company
          Group takes reasonable  efforts to protect from  disclosure,  and from
          which the Company Group derives actual or potential economic value due
          to its confidential nature (the foregoing being hereinafter


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          collectively referred to as the "Confidential Information").

          McGrevin  acknowledges that use of such Confidential  Information will
give McGrevin unfair  competitive  advantage over the Company Group in the event
that McGrevin should go into  competition with the Company Group and agrees that
during the term of this  Agreement and for a period of two (2) years  subsequent
to the  termination of his  association  with Microtek for any reason,  McGrevin
will not disclose to any person, or utilize for McGrevin's  benefit,  any of the
Confidential   Information.   McGrevin   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.  McGrevin  acknowledges  and
recognizes that applicable law prohibits disclosure of confidential  information
and trade  secrets  indefinitely  (i.e.,  without  regard to the two year period
described in this paragraph),  and Microtek has the right to require McGrevin to
comply with such law in addition to the Microtek's rights under this paragraph.

     7. Withholding. All payments made by Microtek under this Agreement shall be
net of any tax required to be withheld by Microtek under applicable law.

     8.  Successors  and  Assigns.  Neither  Microtek  nor McGrevin may make any
assignment  of this  Agreement  without the prior  written  consent of the other
party.

     9.  Governing  Law.  This  Agreement  shall be governed  and  construed  in
accordance with the laws of the State of Georgia.

     10. Amendment.  This Agreement may be amended or modified only by a written
agreement  signed  by  McGrevin  and a  duly  authorized  officer  of
Microtek.

     11.  Counterparts.  This  Agreement  may be  executed  in any  one or  more
counterparts,  each of which shall be deemed an original  and all of which shall
together constitute the same agreement.

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

                                             MICROTEK MEDICAL HOLDINGS, INC.

                                             By:
                                                --------------------------------
                                             Its:
                                                 -------------------------------

                                             -----------------------------------
                                             Gene R. McGrevin


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