SIXTH AMENDMENT OF ISOLYSER COMPANY, INC.
                                STOCK OPTION PLAN

         WHEREAS,  by at least a majority vote of the holders of the outstanding
capital stock of Isolyser Company, Inc. (the "Company") who voted on said matter
at the annual  shareholders  meeting of the Company held on April 28, 1992,  the
Company approved,  ratified and affirmed that certain Stock Option and Alternate
Rights Plan (as amended to date, the "Plan"); and

         WHEREAS,  by at least a majority vote of the holders of the outstanding
capital  stock of the  Company  who  voted on said  matter  at the  shareholders
meetings of the Company held (i) on April 19, 1994, the Company amended the Plan
to increase  the number of shares  reserved for options and subject to alternate
rights under the Plan from 1,400,000  shares of common stock to 1,566,076 shares
of common stock (as adjusted for the Company's October 2, 1995 two for one stock
split) and to change the name of the Plan to "Stock Option Plan",  (ii) on April
27, 1995, the Company amended the Plan to increase the number of shares reserved
for options and subject to  alternate  rights  under the Plan from  1,566,076 to
2,400,000 shares of common stock (as adjusted for the Company's  October 2, 1995
two for one stock split), (iii) on May 16, 1996, the Company amended the Plan to
increase  the number of shares  reserved  for options  and subject to  alternate
rights under the Plan from  2,400,000 to 3,600,000  shares of common stock,  and
(iv) on August 30,  1996,  the Company  amended  the Plan for  various  purposes
including,  without limitation, an increase in the number of shares reserved for
options and subject to alternate rights from 3,600,000 to 4,400,000; and

         WHEREAS,  the Board of Directors has resolved to further amend the Plan
as hereinbelow more particularly set forth.

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1. Defined Terms.  Initially  capitalized terms used in this Amendment
which are not otherwise defined by this Amendment are used with the same meaning
ascribed to such terms in the Plan.

         2. Amendment. Section 5.1 of the Plan is amended by deleting the number
"4,400,000"  (such figure having been adjusted to reflect the Company's  October
2, 1995 two for one stock split) appearing therein and inserting in lieu thereof
the number  "4,800,000"  (such  figure  having  been  adjusted  to  reflect  the
Company's October 2, 1995 two for one stock split).

         3.  Effectiveness.  Section  2  of  this  Amendment  shall  not  become
effective  unless and until such  provisions are approved by at least a majority
vote of the holders of the outstanding  capital stock of the Company present, or
represented,  and  entitled to vote on such matter at a meeting of  shareholders
duly called and convened within one (1) year following the date hereof.




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          4. Ratification.  Except as hereinabove amended and modified, the Plan
is approved, ratified and affirmed without further modification or amendment.


         IN WITNESS  WHEREOF,  the Company has caused this Sixth Amendment to be
executed on April 4, 1997,  in  accordance  with Article XII of the Plan and the
authority provided by the Board of Directors.

                                    ISOLYSER COMPANY, INC.



                                    By:
                                    Name:    Dan R. Lee
                                    Title:   Vice President and Chief Financial
                                              Officer

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