EXHIBIT 4.2


                      EIGHTH AMENDMENT AND WAIVER AGREEMENT

     EIGHTH  AMENDMENT AND WAIVER  AGREEMENT,  dated as of May 28th,  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 a newly
formed  subsidiary,  Microtek Medical B.V.,  incorporated  under the laws of the
Netherlands  ("Microtek  BV") which is  wholly-owned  by a newly formed  entity,
Microtek  Medical  Holding B.V.  incorporated  under the laws of the Netherlands
("Holdings  BV") which is owned 100% by Microtek  enter into that certain  Asset
Purchase Agreement (the "Purchase Agreement") made the 28th day of May, 2004, by
and between Microtek BV and International Medical Products B.V., Cardinal Health
Netherlands  214 B.V.  and  Cardinal  Health  Germany  206  GMBH  (collectively,
"Seller"),  pursuant to which (i) Microtek BV will acquire certain  assets,  and
assume certain  liabilities,  from the Seller (the  "Acquired  Assets") for cash
which will be advanced to Holdings BV by the  Borrowers,  (ii) lease or sublease
certain  premises in the  Netherlands  (the "Foreign  Leases"),  the obligations
under the Purchase  Agreement to be guaranteed  by Microtek and the  obligations
under the Foreign Leases to be guaranteed by MMH and (iii)  subsequent  thereto,
the ownership of Microtek Medical Europe Limited will be transferred to Holdings
BV; and

     WHEREAS,  in  connection  with  consummating  the Purchase  Agreement,  the
Borrowers  have  requested  that  the  Lenders  increase  the  Revolving  Credit
Commitment to $23,500,000; and

     WHEREAS,  Section 6.12 of the Credit Agreement  requires that the stock and
assets of any newly  formed  direct or  indirect  subsidiary  be  pledged to the
Agent; and

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


<PAGE>

     WHEREAS, the Borrowers have requested that the Lenders (i) amend the Credit
Agreement to increase the Revolving  Credit  Commitment and (ii) amend and waive
the provisions of Sections 6.12,  7.03 7.05 and 7.06 of the Credit  Agreement to
permit  Microtek BV to purchase the Acquired  Assets and to  consummate  certain
related transactions.

     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:

     1.   AMENDMENT TO CREDIT AGREEMENT

          1.1 The preamble to the Credit Agreement is hereby amended by deleting
the reference to "$17,500,000"  and  substituting a reference to  "$23,500,000;"
and in connection therewith, Schedule 2.01(b) annexed to the Credit Agreement is
hereby  amended in its  entirety  to read as  Schedule  2.01(b)  annexed to this
Amendment Agreement.

          1.2  Section  2.01(b) of the  Credit  Agreement  is hereby  amended by
amending the Eligible  Inventory  component of the Borrowing Base  definition to
read in its entirety as follows:

          "plus (ii) the lesser of (a)  $11,500,000  and (b) up to fifty percent
          (50%) of the Net Amount of  Eligible  Inventory  minus  such  reserves
          against  inventory  in amounts as the Agent may  establish  and revise
          from time to time at the Agent's sole discretion."

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

               "(xvi)  Guarantee  by  Microtek  of the  obligations  of Microtek
          Medical  B.V.  under the Asset  Purchase  Agreement  made May 28, 2004
          between  Microtek  Medical  B.V.  and the  sellers  named  therein and
          Guarantee by MMH of the  obligations  of Microtek  Medical B.V.  under
          leases or subleases of its premises in the Netherlands,  provided that
          in  each  case,  such  obligations  are  not  increased  or  otherwise
          materially modified."

          1.4 Section 7.06 of the Credit Agreement is hereby amended by adding a
new subsection (n) to the end thereof that reads as follows:

               (n) loans and advances from time to time  outstanding and made by
          the Borrowers to Microtek  Medical Holding B.V. to be utilized for the
          working capital needs of Microtek  Medical B.V. and in connection with
          the purchase by Microtek  Medical B.V. of certain  assets  pursuant to
          the  Asset  Purchase  Agreement  made May 28,  2004  between  Microtek
          Medical  B.V.  and  the  Sellers  named  therein,  provided  that  the
          aggregate of such loans and advances  shall not exceed  $14,500,000 at


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<PAGE>

          one time outstanding and are evidenced by an intercompany note pledged
          to the Agent."

     2. WAIVER, CONSENT AND RELEASE UNDER LOAN DOCUMENTS

          2.1 The Lenders  hereby waive the provisions of Sections 7.05 and 7.06
of the Credit Agreement for the purposes of (a) forming Microtek BV and Holdings
BV and permitting Microtek BV to purchase the Acquired Assets in accordance with
the Purchase  Agreement  and (b)  permitting  the release of 65% of the stock of
Microtek  Medical Europe  Limited,  provided that such release is solely for the
purpose of transferring 100% of the ownership of Microtek Medical Europe Limited
to Holdings BV and that at the time thereof, the Agent has a valid and perfected
pledge of 65% of the stock of Holdings BV.

          2.2 The Lenders  hereby  waive the  provisions  of Section 6.12 of the
Credit Agreement solely for the purpose of not requiring a Guarantee from either
Microtek BV or  Holdings BV or a pledge of the assets or stock of either  except
for a pledge of 65% of the stock of Holdings BV.

     3. AMENDMENTS TO SECURITY DOCUMENTS

          3.1 The Pledge  Agreement is hereby amended by adding the following to
Schedule I thereto:

<TABLE>
<CAPTION>
<S>                   <C>                <C>                <C>               <C>                  <C>
    Stock Issuer       Class of Stock         Stock             Par Value      Number of Shares    Percentage of
                                           Certificate                                              Outstanding
                                              Number                                                   Shares
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
  Microtek Holding        Ordinary       Registry Numbers        Eur 100              117                65%
        B.V.                                   1-117
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
</TABLE>

          3.2 The Security  Agreement is hereby  amended by adding the following
sentence to the definition of "Documents:"

          "For  purposes  of  this  Amended  and  Restated  Security  Agreement,
          Documents  shall   specifically   include  the   Intercompany   Demand
          Promissory Note of Microtek Medical Holding B.V. dated May 28, 2004 to
          the  order of the  Borrowers  in the face  amount of  $14,500,000  and
          endorsed to the Agent."

     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


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<PAGE>


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.

SECTION 5A.  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 a true and  complete  copy of the fully
executed Purchase Agreement and related documents, all of which shall be in form
and substance satisfactory to the Agent.

     (d) The  Agent  shall  have  received  an  amendment  fee in the  amount of
$30,000.

     (e) The Agent shall have received a replacement Revolving Credit Note.

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

SECTION 5B.  CONDITIONS SUBSEQUENT

     (a) No later than June 4, 2004, 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
65% of the stock of Holdings BV and the  intercompany  note between  Holdings BV
and the Borrowers.

SECTION 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


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<PAGE>

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 (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 2 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.


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<PAGE>

     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.

     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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<PAGE>


                                SCHEDULE 2.01(B)

                          REVOLVING CREDIT COMMITMENTS
<TABLE>
<CAPTION>
<S>                            <C>                           <C>
-----------------------------  ----------------------------  ------------------------------
                                                               Approximate Percentage of
                                    Revolving Credit               Total Revolving Credit
         Lenders                       Commitment                     Commitment
-----------------------------  ----------------------------  ------------------------------
     JPMorgan Chase Bank              $23,500,000                        100%
 1166 Avenue of the Americas
     New York, NY 10036
-----------------------------  ----------------------------  ------------------------------
</TABLE>










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