EXHIBIT 4.2

                           FOURTH AMENDMENT AGREEMENT


     FOURTH  AMENDMENT  AGREEMENT,  dated as of March 31, 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. AMENDMENT TO CREDIT AGREEMENT.

     1.1  Section 7.07 of the Credit Agreement is hereby amended in its entirety
          to read as follows:

          "SECTION 7.07.  Capital  Expenditures.  Permit the aggregate amount of
          payments made for capital  expenditures  including  Capitalized  Lease
          Obligations and Indebtedness  secured by Liens permitted under Section
          7.01(e) hereof, to exceed (i) $3,000,000 for the Fiscal Year ending on
          December 31, 2003,  and (ii)  $2,500,000 for the Fiscal Year ending on
          December 31, 2004, and each Fiscal Year thereafter."

     1.2  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  periods  ending on March 31, 2003,  and 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.  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."


<PAGE>

     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 $3,500.

     (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  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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<PAGE>

     (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.

     3.2 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.

     3.3 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.

     3.4 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.

     3.5  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.

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

     3.7 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.



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<PAGE>

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


                                     By:  /s/ Dan R. Lee
                                        ----------------------------------------
                                     Name:    Dan R. Lee
                                        ----------------------------------------
                                     Title:   CEO, President
                                        ----------------------------------------


                                     MICROTEK MEDICAL, INC.


                                     By:  /s/ Dan R. Lee
                                        ----------------------------------------
                                     Name:    Dan R. Lee
                                        ----------------------------------------
                                     Title:   CEO, President
                                        ----------------------------------------


                                     ISOLYSER - MSI, INC., formerly known as
                                     MEDSURG INDUSTRIES, INC., as Guarantor


                                     By:  /s/ Dan R. Lee
                                        ----------------------------------------
                                     Name:    Dan R. Lee
                                        ----------------------------------------
                                     Title:   CEO, President
                                        ----------------------------------------


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


                                     By:  /s/ Donna M. DiForio
                                        ----------------------------------------
                                     Name:    Donna M. DiForio
                                        ----------------------------------------
                                     Title:   Vice President
                                        ----------------------------------------



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