EMPLOYMENT AGREEMENT

         THIS AGREEMENT ("Agreement") is made and entered into on the 1st day of
January,  1998 but effective as of the 1st day of January,  1998 (the "Effective
Date"),   by  and  between  ISOLYSER  COMPANY,   INC.,  a  Georgia   corporation
(hereinafter   the  "Company"),   and  TERENCE  N.  FURNESS   (hereinafter   the
"Employee").

                                    RECITALS:

         R-1.  The  Company  develops,   manufactures  and  markets  disposable,
specialty  and safety  products for use in medical,  industrial  and  commercial
markets.

         R-2.     The Company's markets are worldwide.

         R-3.  The Company  maintains  certain  trade  secrets and  confidential
information which is proprietary to the Company,  the disclosure or exploitation
of which would cause significant damage to the Company.

         R-4.  The  Company  desires to employ the  Employee,  and the  Employee
desires to accept such  employment,  for which  purposes each of the Company and
the  Employee  desire to enter  into  this  Agreement  to set forth and  clarify
certain of the terms and conditions relevant to such employment.

         R-5. The Company  recognizes  that,  as is the case with many  publicly
held  corporations,  the  possibility of a Change in Control (as defined herein)
may arise which may create uncertainty and questions among management  resulting
in a departure or  distraction  of management  personnel to the detriment of the
Company and its shareholders.  In addition, the Company believes that should the
Company or its  shareholders  receive a proposal  for transfer of control of the
Company, the Employee should be able to assess and advise the Company

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whether  such  proposal  would be in the best  interests  of the Company and its
shareholders  and to take such other action regarding such proposal as the Board
of Directors might determine to be appropriate  without being  influenced by the
uncertainty of the Employee's own situation.

         NOW,  THEREFORE,  in consideration  of the recitals,  the covenants and
agreements  herein  contained  and the  benefits  to be  derived  herefrom,  the
parties, intending to be legally bound, agree as follows:

         1.  Recitals.  The  recitals  set forth above  constitute  part of this
Agreement and are incorporated herein by this reference.

         2.  Employment.  From and after the date hereof and for the term herein
provided,  the Company  agrees to employ the Employee as the President and Chief
Executive Officer of the Company,  and the Employee accepts such employment with
the Company upon the terms and conditions  hereinafter  set forth.  3. Term. The
Employee's employment shall commence from and after the date hereof and, subject
to Section 8 of this  Agreement,  shall  continue  through the date  immediately
preceding  the third  anniversary  of the  Effective  Date.  Upon any  scheduled
expiration date of the Agreement,  this Agreement shall  automatically renew for
successive  periods of one year unless either party shall give written notice to
the other party of  non-renewal at least thirty (30) days prior to the scheduled
expiration date of this Agreement.  Any such notice of non-renewal  given by the
Company shall be treated as a termination  without Cause as set forth in Section
8(c) of this Agreement, and any such notice of non-renewal given by the Employee
shall be treated as a  termination  without  Good Reason as set forth in Section
8(d) of this Agreement.  4. Duties.  Subject to the direction and supervision of
the Board of Directors of the Company,  the Employee  agrees that:  (a) he shall
devote his full  working  time and  attention to the business of the Company and
its affiliated companies; (b) he will perform all of his duties

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pursuant to this  Agreement  faithfully  and to the best of his  abilities  in a
manner intended to advance the Company's interests;  and (c) he shall not engage
in any other  business  activity  except:  (i) investing  assets in a manner not
prohibited  by  Section  9(e) of this  Agreement,  and in such form or manner as
shall not require any material services on his part in the operations or affairs
of the  companies or other  entities in which such  investments  are made,  (ii)
serving on the board of directors of any company,  subject to the provisions set
forth in  Section  9(e) of this  Agreement  and  provided  that he shall  not be
required to render any  material  services  with  respect to the  operations  or
affairs of any such company,  (iii)  engaging in religious,  charitable or other
community or  non-profit  activities  which do not impair his ability to fulfill
his  duties  and  responsibilities  under  this  Agreement,  or (iv) such  other
activities as may be expressly  approved in advance by the Board of Directors of
the Company.
         5. Compensation.  As full compensation for all services rendered by the
Employee  pursuant to this  Agreement and as full  consideration  for all of the
terms of this Agreement,  the Employee shall receive from the Company during his
employment,  but only from and after the Effective Date of this  Agreement,  the
base salary, bonuses and fringe benefits described below.

                  (a) Base Salary.  For all services  rendered  pursuant to this
Agreement,  the Company  shall pay or cause to be paid to the Employee an annual
base salary of $250,000 (the "Floor Amount"). The annual salary may be increased
or (subject to the terms of this  Agreement)  decreased from time to time during
the term of this  Agreement in the  discretion  of the Company.  The base salary
shall be payable in accordance  with the customary  practices of the Company for
payment of its employees,  but in any event, in installments not less frequently
than once monthly.

                  (b) Bonus  Compensation.  The Company  shall  establish  on an
annual  basis a bonus  compensation  plan for the  benefit  of the  Employee  in
accordance with which the

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Employee  shall be eligible  for a bonus  potential  of up to at least the Floor
Amount on such terms and  conditions  as the Board of Directors  (or a committee
thereof) may set in its sole discretion.

                  (c) Long Term Incentive Payments.  The Company has or may from
time to time in the  future  grant  to the  Employee  such  long-term  incentive
compensation  (including,  by way of  illustration  but  not  limitation,  stock
options) as the Board of Directors may determine in its discretion.

                  (d) Fringe Benefits. The Company has adopted, or may from time
to time adopt,  policies in respect of fringe benefits for its management  level
employees  in the  nature  of health  and life  insurance,  holidays,  vacation,
disability and other matters. The Company covenants and agrees that the Employee
shall be entitled to participate in any such fringe benefit  policies adopted by
the Company to the same extent that such fringe  benefits  shall be available to
and for the benefit of all other management level employees.

                  (e) Tax Withholdings and Other  Deductions.  The Company shall
have the right to deduct  from the base salary and any  additional  compensation
payable to the  Employee  all amounts  required to be deducted  and  withheld in
accordance  with social  security  taxes and all applicable  federal,  state and
local  taxes and  charges  as may now be in  effect  or which  may be  hereafter
enacted or required as charges on the compensation of the Employee.  The Company
shall  also have the right to offset  from the base  salary  and any  additional
compensation  payable  to the  Employee  any loan or other  amounts  owed to the
Company by the Employee.

         6. Working Facilities.  The Company, at its own expense,  shall furnish
the Employee with office,  working space and such equipment as may be reasonably
necessary for the Employees's performance of his or her duties.

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         7.  Expenses.  The Employee is required as a condition of employment to
incur  ordinary,  necessary  and  reasonable  expenses for the  promotion of the
business of the Company and its affiliates and subsidiaries,  including expenses
for entertaining,  travel and similar items. The Employee is authorized to incur
reasonable  expenses in  connection  with such  business,  including  travel and
entertainment  expenses, fees for seminars and courses, and expenses incurred in
attendance at executive meetings and conventions.  If paid by the Employee, upon
presentation  by the Employee of an itemized  account of such  expenditures in a
manner  satisfactory  to the Company,  the Employee shall be entitled to receive
reimbursement  for these  expenses,  subject to policies that may be established
from time to time by the Company. It is intended by the Company and the Employee
that all expenses  incurred  pursuant to this  paragraph  are to be ordinary and
necessary business expenses.

         8.  Termination.   The  Employee's  employment  may  be  terminated  in
accordance  with the provisions of this Section.  The provisions for termination
are as follows:

                  (a) Death or Disability.  The Employee's  employment  shall be
terminated  upon the (i)  death of the  Employee  or (ii) the  inability  of the
Employee to perform his duties and responsibilities  hereunder in the manner and
to the extent  required by this Agreement for a period of 180  consecutive  days
due to physical or mental illness or other  condition of such character as would
entitle the Employee to benefits under the Company's long-term  disability plan.
While the Employee is so affected and prior to  termination  of this  Agreement,
the Company may  designate  an acting  President or Chief  Executive  Officer or
both.

                  (b)  Termination For Cause.  The Employee's  employment may be
terminated by the Company for Cause.  For purposes of this  Agreement,  the term
"Cause" shall mean a determination  made in good faith by the Board of Directors
that any of the following has occurred: (i) the Employee's failure or refusal to
comply with the material published policies,

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standards  and   regulations  of  the  Company  from  time  to  time  reasonably
established and fairly  administered by the Company which has a material adverse
effect or reflection upon the Company, (ii) a material breach by the Employee of
the terms of Section 9 of this Agreement,  (iii) a breach by the Employee of any
of the other  material  terms of this  Agreement,  or (iv) the conviction of the
Employee  for  any  felony  (other  than  related  to the  operation  of a motor
vehicle),  the conviction of the Employee for a misdemeanor involving the misuse
of funds, or the final  adjudication (with all periods of appeal having expired)
by a court that the Employee  engaged in willful  misconduct in connection  with
the activities of the Company.

                  (c) Termination  Without Cause. The Employee's  employment may
be terminated by the Company without Cause; provided,  that, in the event of any
termination of the Employee's  employment under this paragraph (c), the Employee
shall be  entitled to receive  (i) such  Employee's  annual base salary (but not
less than the Floor  Amount  per year) as then in effect as set forth in Section
5(a)  hereof  until the first  anniversary  of the date of such  termination  of
employment  payable  at the  Company's  election  either in a lump sum  (present
valued at a discount rate of 5%) or as otherwise payable under Section 5(a), and
(ii) the benefits set forth in Section  8(e)(ii)(C) of this Agreement subject to
and in accordance  with the terms and provisions of such section.  The Company's
obligation to make payments  under this  paragraph  shall cease and terminate in
the event of any breach by the Employee of any of the provisions of Section 9 of
this Agreement.  The Company may require, as a condition precedent to making any
payments  under this  paragraph to the  Employee,  that the  Employee  execute a
customary release and covenant not to sue in favor of the Company.  Any payments
under this Section 8(c) shall be subject to Section 5(e).

                  (d)  Termination  By Employee.  The Employee may terminate his
employment  hereunder  with or without Good Reason (as defined below) by written
notice to the Company.

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In the event the  Employee  elects to  terminate  this  Agreement  without  Good
Reason,  then the  Employee  shall offer to continue to provide  services to the
Company in accordance  with this  Agreement for a period of not less than ninety
(90) days from the date that the  Employee  elects to resign.  The  Company  may
accept such offer in full,  accept such offer subject to the Company's  right to
terminate the  Employee's  employment  during such ninety (90) day period (which
termination  shall  nevertheless be treated as a termination by Employee without
Good Reason) or reject such offer in which event the Employee's employment shall
immediately  terminate.  Effective  upon the date of Employee's  termination  of
employment  following  the  Employee's  resignation  without  Good  Reason,  the
Employee  shall be entitled to no further  compensation  or benefits  under this
Agreement.  In the event the Employee  terminates his  employment  hereunder for
Good  Reason,  the  Employee  shall be entitled  to the  benefits  specified  in
Subsection  (c) of this Section 9 as if Employee's  employment was terminated by
the Company  without Cause.  As used in this  Agreement,  the term "Good Reason"
shall mean either the reduction of the Employee's  salary below the Floor Amount
per year  without  the  written  consent of the  Employee  or the failure by the
Company to comply with its  obligations  under this  Agreement  in any  material
respects which failure to comply  continues for a period of not less than thirty
(30) days following written notice thereof by the Employee to the Company.

                  (e)      Change of Control.

                           (i) As used in this  Agreement,  the term  "Change of
Control" shall mean:

                                   (A)  Individuals  who, as of the date of this
Agreement,  constitute  the Board of Directors  of the Company  (the  "Incumbent
Board")  cease for any reason to  constitute  at least a majority of such Board;
provided,  however,  that any individual  becoming a director  subsequent to the
date hereof whose election, or nomination for election by the
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Company  shareholders,  was  approved  by a vote of at least a  majority  of the
directors then comprising the Incumbent Board shall be considered as though such
individual was a member of the Incumbent Board, but excluding, for this purpose,
any individual whose initial assumption of such directorship  occurs as a result
of either an actual or  threatened  election  contest (as such terms are used in
Section 14a-11 of Regulation 14A promulgated  under the Securities  Exchange Act
of 1934 (the  "Exchange  Act")) or other actual or  threatened  solicitation  of
proxies or consents by or on behalf of an individual, entity or group other than
the Board;

                                   (B) The acquisition by an individual,  entity
or group (within the means of Section  13(d)(3) or 14(d)(2) of the Exchange Act)
other than a trustee or other  fiduciary  holding  securities  under an employee
benefit plan of the Company, of Beneficial Ownership (as defined in that certain
Shareholder  Protection  Rights  Agreement dated as of December 20, 1996 between
the Company and SunTrust Bank, as such agreement may be modified or amended from
time to time) of 15% or more of  either  the then  outstanding  shares of common
stock of the Company or the  combined  voting  power of the  outstanding  voting
securities  of the  Company  entitled  to  vote  generally  in the  election  of
directors  unless the Incumbent  Board  determines  that  transaction  shall not
constitute a "Change of Control" hereunder;

                                   (C)   If   there   occurs   any   merger   or
consolidation of the Company with or into any other corporation or entity (other
than a  wholly-owned  subsidiary  of the  Company)  unless the  Incumbent  Board
determines  that such  transaction  shall not  constitute  a "Change of Control"
hereunder; or

                                   (D) There occurs a sale or disposition by the
Company of all or substantially all of the Company's assets.

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Notwithstanding  the  foregoing,  no Change of  Control  shall be deemed to have
occurred  for  purposes of this  Agreement  by virtue of any  transaction  which
results in the  Employee,  or a group of persons  which  includes the  Employee,
acquiring  directly  or  indirectly  all or  substantially  of the assets of the
Company.

                           (ii)  In the  event  of any  termination  (including,
without  limitation,  any such  termination  at the  election  of  Employee)  of
Employee's employment with the Company occurring within six (6) months following
the  occurrence  of any event  constituting  a Change of  Control  other  than a
termination  of  employment  occurring  as  a  result  of  a  termination  under
Subsections  (a) or (b) of this  Section  8 (being a  termination  for  death or
disability or a termination by the Company for Cause),  the Company shall pay to
the Employee the sum of the following:

                                   (A) The  Employee's  base salary  through the
date of  termination at the rate in effect just prior to the date of termination
of employment,  plus any benefits or awards  (including  both the cash and stock
component)  which  pursuant  to the terms of any  compensation  plans  have been
earned  or become  payable,  but  which  have not yet been paid to the  Employee
(including  amounts  which  previously  had  been  deferred  at  the  Employee's
request);  (B) A lump sum  payment in cash in an amount  equal to 2.99 times the
Employee's  annual  base  salary  in  effect  immediately  prior  to the date of
termination of employment (but not less than the Floor Amount per year); and (C)
The Company  shall  maintain  in full force and effect,  at the sole cost of the
Company (except for any regular  contributions  of the Employee  required of the
Employee in the same manner as required by all other managerial employees of the
Company),  for the continued  benefit of the Employee and his  dependents  for a
period terminating on the

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earlier  of (x)  twelve  months  after  such  date  of  termination  or (y)  the
commencement  date of equivalent  benefits from a new employer,  all insured and
self-insured  Employee  group health  insurance  plans in which the Employee was
entitled to participate  immediately prior to the date of termination,  provided
that the Employee's continued  participation is possible under the general terms
and provisions of such plans and that applicable tax requirements do not require
that the value of such  benefits  (not  including  the  premiums) be included in
Employee's income. The terms of this Subsection are in addition to any rights or
obligations arising under applicable law.

                           (iii) In the event any payment or distribution by the
Company  or  acceleration  of any rights to or for the  benefit of the  Employee
(whether paid or payable or distributable  or accelerated  pursuant to the terms
of this Agreement or otherwise (a "Payment"))  will be subject to the excise tax
(collectively, the "Excise Tax") imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended (the "Code"), then the amounts payable under Subsection
(e)(ii) of this Section  shall first be reduced  (prior to reducing the Payments
under any other agreement with or for the benefit of the Employee) to the extent
necessary so that no Payment shall be subject to the Excise Tax,  except that no
such reduction  shall be made to the extent that the Payments  receivable by the
Employee net of all taxes  (including,  without  limitation,  income taxes,  the
Excise  Tax and any  interest  and  penalties  with  respect  to any such  taxes
(collectively,  the "Taxes")) on such Payments  before such  reduction  would be
greater than the Payments receivable by the Employee net of all taxes after such
reduction.  All  determinations  required to be made under this clause  shall be
made by Deloitte & Touche LLP, Atlanta,  Georgia,  or such other accounting firm
as may be  mutually  agreed  to  between  the  Employee  and  the  Company  (the
"Accounting Firm"). For purposes of making such determinations by the Accounting
Firm (A) no portion of any Payment which tax counsel, selected by the Accounting
Firm and acceptable to the Employee, determines not to constitute

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a "parachute  payment" within the meaning of Section 280G(b)(2) of the Code will
be taken into  account,  (B) no portion of any  payment  which such tax  counsel
determines  to be  reasonable  compensation  for  services  rendered  within the
meaning of Section  280G(b)(4) of the Code will be taken into  account,  (C) the
value of any non-cash benefit or any deferred payment or benefit included in the
Payments will be determined by the Accounting  Firm in accordance  with Sections
280G(d)(3)  and (4) of the Code, and (D) any  reductions  under this  Subsection
shall  be made  serially  against  Subsections  (A),  (B) and (C) of  Subsection
(e)(ii)  of this  Section  and in that  order.  All  fees  and  expenses  of the
Accounting  Firm and any tax counsel  selected  under this  Subsection  shall be
borne solely by the Company,  and any  determination  by the Accounting Firm and
such tax counsel shall be binding upon the Company and the Employee. Any Payment
due under  this  Subsection  (e) shall be paid to the  Employee  by the  Company
within  ten  (10)  days  of  the  Company's  receipt  of the  Accounting  Firm's
determination.

         9.   Protective Covenants; Remedies.

              (a) Property Rights. The Employee acknowledges and agrees that all
records of the accounts of customers,  lists,  prospect lists, prospect reports,
vendor lists,  samples,  notebooks,  computers,  computer  records and software,
policy and procedure  manuals,  price lists,  catalogs,  premises keys,  written
methods  of  pricing,  lists of needs and  requirements  of  customers,  written
methods of  operation  of the Company or any  subsidiary  or  affiliates  of the
Company (collectively, the "Company Group"), manufacturing techniques, financial
records and any other records and books relating in any manner whatsoever to the
customers of the Company Group or its business, whether prepared by the Employee
or otherwise coming into the Employee's  possession,  are the exclusive property
of the Company  Group  regardless  of who  actually  purchased  or prepared  the
original book, record, list or other property. All such books,

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records,  lists or other property shall be immediately  returned by the Employee
to the Company upon any termination of employment.

              (b)  Non-Disclosure  of  Confidential  Information.  The  Employee
acknowledges  that  through his  employment  by the Company,  the Employee  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 and  processes,  and
                  product,  customer and financial data, which the Company takes
                  reasonable efforts to protect from disclosure,  and from which
                  the Company derives actual or potential  economic value due to
                  its  confidential  nature  (the  foregoing  being  hereinafter
                  collectively referred to as the "Confidential Information").

              The  Employee   acknowledges   that  use  or  disclosure  of  such
Confidential  Information  would be  injurious  to the Company and will give the
Employee an unfair  competitive  advantage  over the Company  Group in the event
that  the  Employee  should  go  into   competition   with  the  Company  Group.
Accordingly,  the Employee agrees that during the term of this Agreement and for
a period of two (2) years  subsequent to the  termination  of employment for any
reason,  the  Employee  will not  disclose  to any  person,  or utilize  for the
Employee's  benefit,   any  of  the  Confidential   Information.   The  Employee
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. The Employee acknowledges and recognizes that applicable law prohibits
disclosure of trade secrets  indefinitely (i.e.,  without regard to the two year
period described in

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this paragraph), and the Company has the right to require the Employee to comply
with such law in addition to the Company's rights under this paragraph.

              (c)  Non-Interference  With Employees.  The Employee agrees not to
solicit,  entice or otherwise  induce any employee of the Company Group to leave
the employ of the Company Group for any reason whatsoever,  and not to otherwise
interfere  with any  contractual  or business  relationship  between the Company
Group and any of its  employees  for two (2) years from the  termination  of the
Employee's employment other than a termination of employment within the scope of
Subsection (e)(ii) of Section 8 of this Agreement.

              (d)  Non-Solicitation  of  Customers.  For so long as the Employee
shall be due or shall have accrued salary payments from the Company  (including,
without limitation any such payment under Subsections (c) or (d) of Section 8 of
this  Agreement  which  Employee  does not waive and  refund to the  Company  in
advance of taking any actions prohibited by this Subsection),  and, in the event
of any termination of Employee's  employment  hereunder by the Company for Cause
or by the Employee without Good Reason,  for one (1) year after the date of such
termination  of  employment,  the Employee  agrees that the  Employee  will not,
within the United States of America (the  "Territory"),  which the parties agree
is the territory from which the Employee shall primarily renders  services,  for
the  Employee's  own  benefit  or on behalf of any  other  person,  partnership,
company or  corporation,  contact any customer or customers of the Company Group
who the Employee  called upon or with which the Employee  became  familiar while
employed by the Company, for the purpose of developing, manufacturing or selling
disposable,  specialty  or safety  products  for use in medical,  industrial  or
commercial markets,  which products and markets are more particularly  described
in the Company's Annual Report on Form 10-K for the year ended December 31, 1996
(collectively, the "Business").

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This  Subsection  shall  not  apply  following  the date of any  termination  of
employment  within  the  scope  of  Subsection  (e)(ii)  of  Section  8 of  this
Agreement.

              (e)  Non-Competition.  For so long as the Employee shall be due or
shall  have  accrued  salary  payments  from  the  Company  (including,  without
limitation  any  payment  under  Subsections  (c) or (d) of  Section  8 of  this
Agreement  which Employee does not waive and refund to the Company in advance of
taking  any  action  prohibited  by this  Subsection),  and in the  event of any
termination  of Employee's  employment  hereunder by the Company for Cause or by
the  Employee  without  Good  Reason,  for one (1) year  after  the date of such
termination  of employment,  the Employee  agrees that the Employee will not (i)
within the Territory,  either directly or indirectly,  whether on his own behalf
or in the service of others  (whether as an employee,  director,  consultant  or
advisor)  in any  capacity  that  involves  duties  similar to the duties of the
Employee hereunder,  engage in the Business or, (ii) become an owner (except for
the ownership of not greater then an interest of five percent of a publicly held
company) of any company which is engaged in the Business.  This Subsection shall
not apply following the date of any  termination of employment  within the scope
of Subsection (e)(ii) of Section 8 of this Agreement.

              (f) Acknowledgment  Regarding Protective  Covenants.  The Employee
acknowledges  that  the  Employee  has read and  understands  the  terms of this
Agreement,  that the same was specifically  negotiated,  and that the protective
covenants  agreed upon herein are  necessary  for the  protection of the Company
Group's business.  Further, the Employee acknowledges that the Company would not
employ the Employee without the  specifically  negotiated  protective  covenants
herein stated.

              (g) Remedies.  In addition to any other rights and remedies  which
are  available  to the  Company,  with respect to any breach or violation of the
protective covenants set forth

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herein,  it is recognized  and agreed that the Company shall be entitled to seek
injunctive  relief which would prohibit the Employee from  continuing any breach
or violation of such protective covenants.

         10. Arbitration of Disputes. Any controversy or claim arising out of or
relating to the  employment  relationship  between the Company and the  Employee
shall be settled by  arbitration.  Either  party may  commence  the  arbitration
process by filing a written  demand for  arbitration  with the Atlanta,  Georgia
office of the Judicial Arbitration & Mediation  Service/EnDispute ("JAMS"), with
a copy to the other party. An arbitrator from the panel maintained by JAMS shall
be jointly  selected  by the Company  and the  Employee.  If the Company and the
Employee cannot agree on the  appointment of the arbitrator  within fifteen (15)
days after commencement of the arbitration process, then the arbitrator shall be
appointed by JAMS. Such  arbitration  shall be conducted in the City of Atlanta,
Georgia in accordance  with the rules of JAMS,  except as otherwise  provided in
this  paragraph.  Judgment  upon the award entered by the  arbitrators  shall be
final and may be entered in a court having  jurisdiction  thereof.  The party or
parties  against whom an arbitration  award shall be entered shall pay the other
party's  reasonable  attorneys'  fees  and  reasonable  costs  and  expenses  in
connection with the enforcement of its rights under this Agreement unless and to
the extent the arbitrator  determines that under the  circumstances  recovery by
the prevailing party of all or any part of such fees and costs would be unjust.

         11. No  Conflicting  Agreements.  The Employee  hereby  represents  and
warrants  that  the  execution  of this  Agreement  and the  performance  of his
obligations hereunder will not breach or be in conflict with any other agreement
to which he is a party or by which he is bound,  and that he is not  subject  to
any  covenants  against  competition  or  similar  covenants  which  affect  the
performance of his obligations hereunder.

500450.4
                                       15

<PAGE>



         12. Consulting Cooperation. The Employee shall cooperate fully with the
Company in the  defense  or  prosecution  of any claims or actions  which may be
brought  against  or on  behalf  of  the  Company  which  relate  to  events  or
occurrences that transpired while the Employee was employed by the Company.  The
Employee's  full  cooperation  in  connection  with such claims or actions shall
include,  but not be limited to, being available to meet with counsel to prepare
for  discovery  or trial and to act as a witness  on  behalf of the  Company  at
mutually  convenient  times.  The Employee shall also  cooperate  fully with the
Company in  connection  with any  examination  or review by any federal or state
regulatory  authority  as any such  examination  or review  relates to events or
occurrences that transpired while the Employee was employed by the Company.  The
obligations under this Section shall continue, to the extent required, following
the  expiration  of this  Agreement.  To the extent the  Employee is required to
provide  services  under  this  Section  subsequent  to the  expiration  of this
Agreement,  the  Company  shall  continue  to  reimburse  the  Employee  for the
Employee's  reasonable expenses in connection with the performance of his duties
under this Section and pay a consulting fee in the amount of $200 per hour.

         13.  Notices.  Any notice  required or permitted to be given under this
Agreement shall be in writing and personally  delivered or sent by registered or
certified mail,  return receipt  requested,  in the case of the Company,  to the
principal office of the Company directed to the attention of the Company's Board
of Directors,  and in the case of the  Employee,  to the  Employee's  last known
residence address.

         14.  Construction.  This Agreement shall be governed and interpreted in
accordance with the laws of the State of Georgia. The waiver by any party hereto
of a breach of any of the provisions of this  Agreement  shall not operate or be
construed as a waiver of any subsequent breach by any party.

500450.4
                                       16

<PAGE>



         15. Modification;  Assignment. This Agreement may not be changed except
by  written  agreement  duly  executed  by the  parties  hereto.  The rights and
obligations  of the Company under this  Agreement  shall inure to the benefit of
and be binding upon the successors and assigns of the Company.  This  Agreement,
being for the personal  services of the  Employee,  shall not be  assignable  or
subject to anticipation by the Employee.

         16. Severability.  Each provision of this Agreement shall be considered
severable.  If for any reason any provisions herein are determined to be invalid
or  unenforceable,  this Agreement  shall be construed in all respects as though
such invalid or  unenforceable  provisions were omitted,  and such invalidity or
unenforceability  shall not impair or otherwise affect the validity of the other
provisions  of this  Agreement.  Moreover,  the  parties  agree to replace  such
invalid  provision  with a  substitute  provision  that will  correspond  to the
original intent of the parties.

         17. Number of Agreements.  This Agreement may be executed in any number
of counterparts, each one of which shall be deemed an original.

         18.  Pronouns.  The use of any word in any  gender  shall be  deemed to
include any other gender and the use of any word in the singular shall be deemed
to include the plural where the context requires.

         19.  Headings.  The section  headings  used in this  Agreement  are for
convenience  only and are not to be  controlling  with  respect to the  contents
thereof.

         20.  Entire  Agreement.   This  Agreement  contains  the  complete  and
exclusive statement of the terms and conditions of the Employee's  employment by
the Company,  and there exists no other inducement or consideration  between the
Company  and  the  Employee  relative  to the  employment  contemplated  by this
Agreement. All prior agreements relative to the subject matter of this Agreement
are terminated.

500450.4
                                       17

<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement to
be effective as of the date first set forth above.

ISOLYSER COMPANY, INC.


By:    ___________________________                ______________________________
                                                  Terence N. Furness
Its:   ___________________________




500450.4
                                       18