EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT  ("Agreement")  is made and entered into effective as of the
_____  day of  _______________,  2002 (the  "Effective  Date"),  by and  between
MICROTEK  MEDICAL  HOLDINGS,   INC.,  a  Georgia  corporation  (hereinafter  the
"Company"), and (hereinafter the "Employee").

                                   RECITALS:

     R-1. The Company develops, manufactures and markets infection control (such
as equipment and patient drapes and  encapsulation  products) and other products
for use primarily in  healthcare  markets (the  "Business").

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

     R-3.  The  Company   maintains   certain  trade  secrets  and  confidential
information which are 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,


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the  Employee  should be able to assess  and  advise the  Company  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
______________________  of Microtek  Medical  Holdings,  Inc.  and in such other
executive  offices to which the Board of  Directors  of the  Company may appoint
Employee.  The Employee  accepts such employment with the Company upon the terms
and conditions  hereinafter set forth.

     3. Term.  The  Employee's  employment  shall commence on the Effective Date
and,  subject to Section 8 of this Agreement,  shall continue  through the third
anniversary  of the  Effective  Date.  The term of this  Agreement  shall  renew
automatically for successive three (3) year terms unless either party shall have
given  written  notice of its intent not to renew which notice shall be given at
least  ninety  (90) days prior to the  expiration  of the initial or any renewal
term.

     4.  Duties.  Subject  to the  direction  and  supervision  of the  Board of
Directors  of the  Company,  the  Employee  agrees  that:  (a) he  shall  devote
substantially  all of his full working time and attention to the business of the
Company  and its  affiliated  companies;  (b) he will  perform all of his duties
properly  assigned to him pursuant to this Agreement  faithfully and to the best
of his abilities in a manner  intended to advance the Company's  interests;  and


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(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  under 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 $_______________ (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.   To  the  extent  that  the  Company  shall
establish, from time to time in its discretion, bonus compensation plans for the
benefit of all of its management level employees, the Employee shall be entitled


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to participate  in such bonus  compensation  plans in accordance  with terms and
provisions  established by the Board of Directors in its discretion.  As used in
this Agreement,  the term "Annual Performance Bonus" means a bonus program which
is designed to compensate the Employee based upon annual performance objectives.
The term "Annual Performance Bonus Program" excludes the bonus program described
in Section 5(e) hereof and any other  multi-year  growth incentive award program
which may create extra bonus  compensation  on a  multi-year  basis even if such
bonus is payable  on an annual  basis.

          (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) Sale of  Business  Bonus  Program.  In the  event  of a Change  of
Control  under  clauses  (C)  or (D)  of  Section  8(e)(i)  of  this  Agreement,
regardless  of  whether  or not  the  Employee's  employment  with  the  Company
terminates in connection with or following such Change of Control,  the Employee
shall be  entitled  to  participate  in the bonus plan  described  on Schedule 1
attached hereto and incorporated  herein by reference.


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          (f) 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 and working space and such equipment,  personal secretarial
and  other  assistance  as  may  be  reasonably  necessary  for  the  Employee's
performance  of his or her duties.

     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:


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          (a) Death or Disability. The Employee's employment shall be terminated
upon  the  death  or Total  Disability  of the  Employee.  For  purposes  of the
foregoing, the term "Total Disability" shall mean a mental or physical condition
which  renders  the  Employee  unable  or  incompetent  to carry  out his or her
material job  responsibilities or duties and which continues for a period of 180
days and either (i) results in the payment of benefits to the Employee under the
Company  sponsored long term disability  insurance policy or (ii) in the opinion
of a  physician  mutually  acceptable  to the  Company  and the  Employee in the
exercise of their respective reasonable discretion,  is expected to be permanent
or to last for an indefinite  duration or a duration in excess of 180 days. Upon
any termination of employment  under this paragraph,  the Employee shall receive
his or her 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  (including,  without
limitation, any portion of any bonus award for which any performance conditions,
other than continued  employment,  have been satisfied),  but which have not yet
been paid to the Employee (including amounts which previously have been deferred
at the Employee's request).

          (b) Termination For Cause. The Employee's employment may be terminated
by the Company for Cause. For purposes of this Agreement, the term "Cause" means
(i)  Employee's  conviction  of a  felony  or  a  misdemeanor  involving  fraud,
dishonesty or moral  turpitude or  Employee's  willful or  intentional  material
breach of this Agreement  which results in financial  detriment that is material
to the Company and its affiliates as a whole;  provided,  that, the term "Cause"
shall not include bad judgment, negligence, or any act or omission that Employee
believed  in good faith to have been in or not  opposed to the  interest  of the
Company (without intent of Employee to gain therefrom, directly or indirectly, a


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profit to which he was not legally entitled). In the event of the termination of
the Employee's  employment for Cause, the Employee shall receive his or her base
salary  through the date of  termination at the rate in effect just prior to the
date of termination of employment.

          (c)  Termination  Without  Cause.  The  Employee's  employment  may be
terminated by the Company  without Cause. In the event of any termination of the
Employee's  employment  without  Cause,  (i) the  Employee  shall be entitled to
receive  a lump sum  payment  in cash  equal to the sum of (A)  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  (including,  without  limitation,  any
portion  of any bonus  award for which any  performance  conditions,  other than
continued employment,  have been satisfied), but which have not yet been paid to
the Employee (including,  without limitation, amounts which previously have been
deferred at the Employee's  request),  and (B) an amount equal to the product of
the number of whole and  fractional  years  included  during the  balance of the
current term of this Agreement  multiplied by the largest of the following:  (x)
the  Employee's  salary  and  Annual  Performance  Bonus  for  the  second  year
immediately  preceding the date of  termination,  (y) the Employee's  salary and
Annual  Performance  Bonus for the first year immediately  preceding the date of
termination,  or (z) the  Employee's  current year annual salary and  annualized
Annual  Performance Bonus  (annualizing the bonus based upon an extrapolation of
any  portion of the bonus  amount in the current  year for which the  applicable
performance conditions,  other than continued employment,  have been satisfied);
and (ii) the Company shall  maintain in full force and effect,  at the sole cost
of the  Company  for  the  continued  benefit  of the  Employee  and  his or her


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dependents for the unexpired portion of the current term of this Agreement, each
of the Company's  health,  dental,  $250,000 term life and disability  insurance
benefits  (provided  that,  to the extent such benefits are not  available,  the
Company shall  provide  replacement  benefits on terms which,  as near as may be
practicable,  are as  favorable  to the  Employee as the  discontinued  benefits
except that life and  disability  benefits need be provided only if the Employee
remains  insurable at standard  rates) or, at the election of the Employee,  the
Company  shall pay to the Employee a lump sum cash payment  equal to the present
value (using a 10% discount rate) of the cost to the Company of sponsoring  such
Company  benefits  (for  which  purposes  the cost of  sponsoring  such  Company
benefits shall be assumed to equal the premiums payable for such benefits at the
rate in effect  just prior to the date of  termination  of  employment)  for the
Employee and his or her dependents for the unexpired portion of the current term
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(f).

          (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.  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


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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 8 as if Employee's  employment  was
terminated by the Company  without Cause.  As used in this  Agreement,  the term
"Good  Reason"  shall mean the  occurrence  of any one or more of the  following
events  which  continues  for a period of not less  thirty  (30) days  following
written notice by the Employee to the Company  unless the Employee  specifically
agrees in writing  that such event shall not be Good  Reason:  (i) any  material
breach of this Agreement by the Company, (ii) any material adverse change in the
status,  responsibilities  or perquisites of the Employee,  (iii) any failure to
nominate  the Employee for election to the Board of Directors of the Company and
continue the Employee as an  executive  officer of the Company,  (iv) causing or
requiring  the  Employee to report to anyone  other than the  President or Chief
Executive Officer and Board of Directors of the Company, or (v) the reduction of
the  Employee's  salary  below the Floor  Amount per year  without  the  written
consent of the Employee.

          (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 Company  shareholders,  was
approved by a vote of at least a majority of the directors  then  comprising the


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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  (the  "Rights  Agreement"))  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 in good faith determines
in writing  that such  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 in good faith  determines
in writing  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  of  Employee's  employment
with the Company (including, without limitation, a termination by Employee under
Section 8(d) without Good Reason)  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  (including,  without  limitation,  any portion of any
bonus  award  for  which  any  performance  conditions,   other  than  continued
employment,  have  been  satisfied),  but  which  have not yet been  paid to the
Employee  (including,  without  limitation,  amounts which  previously  had been
deferred at the  Employee's  request);  and

                    (B) A lump sum  payment  in cash in an  amount  equal to the
product of three multiplied by the largest of the following:  (x) the Employee's
salary and Annual  Performance  Bonus for the second year immediately  preceding
the date of termination,  (y) the Employee's salary and Annual Performance Bonus
for the first year  immediately  preceding the date of  termination,  or (z) the
Employee's  current year annual salary and annualized  Annual  Performance Bonus


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(annualizing  the bonus based upon an  extrapolation of any portion of the bonus
amount for which the  applicable  performance  conditions,  other than continued
employment,  have been satisfied).

               (iii) If Employee's  employment is terminated within the scope of
Subsection  (e)(ii) of this  Section,  then the Company  shall  maintain in full
force and effect, at the sole cost of the Company,  for the continued benefit of
the Employee and his or her dependents  for a period  terminating on the earlier
of (A) the latter of the unexpired portion of the current term of this Agreement
or twelve months after such date of termination or (B) the commencement  date of
equivalent benefits from a new employer,  each of the Company's health,  dental,
$250,000 term life and  disability  insurance  benefits  (provided  that, to the
extent such benefits are not  available,  the Company shall provide  replacement
benefits on terms which,  as nearly as may be  practicable,  are as favorable to
the  Employee  as the  discontinued  benefits  except  that life and  disability
benefits  need be provided  only if the Employee  remains  insurable at standard
rates)  or,  at the  election  of the  Employee,  the  Company  shall pay to the
Employee  a lump  sum  cash  payment  equal to the  present  value  (using a 10%
discount  rate) of the cost to the Company of sponsoring  such Company  benefits
(for which  purposes  the cost of  sponsoring  such  Company  benefits  shall be
assumed to equal the  premiums  payable for such  benefits at the rate in effect
just prior to the date of termination of employment) for the Employee and his or
her dependents.

               (iv) If the Company or the Company's  accountants  determine that
the payments called for under this Agreement either alone or in conjunction with
any other  payments or benefits made available to the Employee by the Company or
an  affiliate of the Company  will result in the  Employee  being  subject to an
excise tax ("Excise  Tax") under  Section  4999 of the Internal  Revenue Code of
1986,  as amended  (the  "Code"),  or if an Excise Tax is  assessed  against the


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Employee as a result of such payment or other benefits, the Company shall make a
Gross-Up  Payment  (as defined in this  subsection  (iv)) to or on behalf of the
Employee as and when such  determination(s)  and assessment(s),  as appropriate,
are made,  subject  to the  conditions  of this  subsection  (iv).  A  "Gross-Up
Payment"  shall  mean a payment  to or on behalf of the  Employee  that shall be
sufficient to pay (A) any Excise Tax in full,  (B) any federal,  state and local
income tax and Social  Security or other  employment  tax on the payment made to
pay  such  Excise  Tax as  well as any  additional  Excise  Tax on the  Gross-Up
Payment,  and (C) any  interest or penalties  assessed by the  Internal  Revenue
Service on the Employee if such  interest or penalties are  attributable  to the
Company's  failure to comply with its obligations  under this subsection (iv) or
applicable law. Any  determination  under this subsection (iv) by the Company or
the Company's  accountants  shall be made in accordance with Section 280G of the
Code, any applicable related regulations (whether proposed, temporary or final),
any related Internal Revenue Service rulings and any related case law, and shall
assume that the Employee shall pay Federal income taxes at the highest  marginal
rate in effect for the year in which the Gross-Up  Payment is made and state and
local  income taxes at the highest  marginal  rate in effect in the state of the
Employee's  residence for such year.  The Employee shall take such action (other
than  waiving  Employee's  right to any  payments  or  benefits)  as the Company
reasonably  requests under the  circumstances to mitigate or challenge such tax.
If the Company reasonably  requests that the Employee take action to mitigate or
challenge,  or to mitigate and  challenge,  any such tax or  assessment  and the
Employee complies with such request, the Company shall provide the Employee with
such  information  and such  expert  advice and  assistance  from the  Company's
accountants,  lawyers and other advisors as the Employee may reasonably  request
and shall pay for all expenses  incurred in effecting  such  compliance  and any
related  fines,  penalties,  interest  and  other  assessments.  Subject  to the


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provisions of this subsection (iv), all determinations required to be made under
this subsection (iv),  including whether and when a Gross-Up Payment is required
and the amount of such Gross-Up  Payment and the  assumptions  to be utilized in
arriving at such determination, shall be made by the public accounting firm that
is  retained by the  Company as of the date  immediately  prior to the Change in
Control  (the  "Accounting  Firm")  which  shall  provide  detailed   supporting
calculations  both to the Company and the Employee  within  thirty (30) business
days of the receipt of notice from the  Company or the  Employee  that there has
been a payment that could trigger a Gross-Up Payment, or such earlier time as is
requested by the Company (collectively, the "Determination").  In the event that
the  Accounting  Firm is serving as  accountant  or auditor for the  individual,
entity or group  effecting  the Change in  Control,  the  Employee  may  appoint
another nationally  recognized public accounting firm to make the determinations
required  hereunder  (which  accounting  firm shall then be  referred  to as the
Accounting Firm  hereunder).  All fees and expenses of the Accounting Firm shall
be borne  solely by the Company and the Company  shall enter into any  agreement
requested by the  Accounting  Firm in  connection  with the  performance  of the
services hereunder. The Gross-Up Payment under this subsection (iv) with respect
to any  payments  shall be made no later  than sixty  (60) days  following  such
payments. If the Accounting Firm determines that no Excise Tax is payable by the
Employee,  it shall furnish the Employee with a written  opinion to such effect,
and to the  effect  that  failure  to report  the  Excise  Tax,  if any,  on the
Employee's  applicable  federal  income  tax  return  will  not  result  in  the
imposition  of a  negligence  or  similar  penalty.  The  Determination  by  the
Accounting Firm shall be binding upon the Company and the Employee.  As a result
of the uncertainty in the application of Section 4999 of the Code at the time of
the  Determination,  it is possible that Gross-Up  Payments  which will not have
been made by the  Company  should  have been made  ("Underpayment")  or Gross-Up


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Payments   are  made  by  the   Company   which   should   not  have  been  made
("Overpayment"), consistent with the calculations required to be made hereunder.
In the event that the  Employee  thereafter  is required to make  payment of any
additional  Excise Tax, the  Accounting  Firm shall  determine the amount of the
Underpayment that has occurred and any such Underpayment (together with interest
at the rate  provided  in Section  1274(b)(2)(B)  of the Code) shall be promptly
paid by the  Company  to or for the  benefit of the  Employee.  In the event the
amount of the Gross-Up  Payment  exceeds the amount  necessary to reimburse  the
Employee  for his  Excise Tax as herein set  forth,  the  Accounting  Firm shall
determine  the  amount  of the  Overpayment  that  has  been  made  and any such
Overpayment  (together with interest at the rate provided in Section  1274(b)(2)
of the Code) shall be promptly paid by the Employee to or for the benefit of the
Company. The Employee shall cooperate, to the extent the Employee's expenses are
reimbursed  by the  Company,  with any  reasonable  requests  by the  Company in
connection  with any contests or disputes with the Internal  Revenue  Service in
connection with the Excise Tax.

     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,  desk  calendars,  briefcases,  day timers,  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 affiliate  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


                                       15
<PAGE>

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,  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


                                       16
<PAGE>

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 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.

          (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 world (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 engaging in the Business. This Subsection shall apply for one
year  following the date of any  termination  of employment  within the scope of
Subsection (e)(ii) of Section 8 of this Agreement.


                                       17
<PAGE>

          (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  than an interest of five  percent of a publicly  held
company) of any company which is engaged in the Business.  This Subsection shall
apply for one year following the date of any  termination  of employment  within
the scope of Subsection  (e)(ii) of Section 8 of this Agreement.

          (f) Inventions and  Discoveries.  The Employee  agrees to fully inform
and  disclose  to  the  Company  all  inventions,   designs,   improvements  and
discoveries  which the Employee now has or may hereafter  while  employed by the
Company obtain which either  constitutes an improvement to or a modification  of
any of the products which from time to time are under development by the Company
or being manufactured or marketed by the Company (collectively,  the "Products")
or constitute  an  invention,  design,  improvement  or discovery  having unique
application  to the Products,  whether  conceived by the Employee  alone or with
others during or outside the usual hours of work. All such inventions,  designs,
improvements and discoveries shall be the exclusive property of the Company. The
Employee  shall assist the Company to obtain such legal  protection  of all such
inventions,  designs, improvements and discoveries as may be deemed desirable by


                                       18
<PAGE>

the Company from time to time. This  Subsection  shall survive any expiration or
earlier termination of this Agreement.

          (g)  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.

          (h) 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 herein,  it is  recognized  and agreed that the
Company shall be entitled to (i) obtain  injunctive  relief which would prohibit
the  Employee  from  continuing  any  breach  or  violation  of such  protective
covenants,  and (ii)  commence  an action to obtain  such relief in any court of
competent  jurisdiction.

     10.  Disputes.  Except as set forth in Section 9(h) of this Agreement,  any
controversy or claim arising out of or relating to the  employment  relationship
between the  Company and the  Employee  shall be settled by  arbitration  by the
American Arbitration  Association  administered under its National Rules for the
Resolution of Employment  Disputes.  Such arbitration  shall be conducted in the
City  of  Atlanta,  Georgia  in  accordance  with  the  rules  of  the  American
Arbitration  Association.  Judgment  upon the award  entered by the  arbitrators
shall be final and may be entered in a court having jurisdiction thereof. If the
Employee is the prevailing party in such proceeding,  then the Employee shall be
entitled  to  recover  the  Employee's  costs  (including,  without  limitation,
reasonable attorneys' fees) of such proceeding. If the Company is the prevailing
party in such proceeding, then the arbitrator may in the arbitrator's discretion


                                       19
<PAGE>

award the  Company  its costs  (including  reasonable  attorneys'  fees) of such
proceeding.

     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.

     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 $100 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


                                       20
<PAGE>

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.

     15. Modification;  Assignment.  This Agreement may not be changed except by
written agreement duly executed by the parties hereto,  provided that Schedule 1
of this Agreement may be modified as set forth in such Schedule.  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.  This Agreement shall be binding upon
and inure to the benefit of the Employee, his estate and Beneficiary (as defined
below).

     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.


                                       21
<PAGE>

     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,  together  with any other written
agreements  entered  into  concurrently  herewith,  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.

     21. Beneficiary. If the Employee dies prior to receiving all of the amounts
payable  to him or her in  accordance  with the  terms of this  Agreement,  such
amounts  shall  be paid to one or more  beneficiaries  (each,  a  "Beneficiary")
designated  by  Employee in writing to the Company  during his  lifetime,  or if
either no such  Beneficiary  is designated or such  designation  is known to the
Company to not be binding on the Employee's  estate, to Employee's  estate.

     22. Full Settlement. The Company's obligation to make the payments provided
for in this Agreement and otherwise to perform its  obligations  hereunder shall
not  be  affected  by  any  circumstances,   including  set-off,   counterclaim,
recoupment,  defense or other claim,  right or action which the Company may have
against  Employee or others.  In no event shall  Employee be  obligated  to seek
other  employment  or take any other action to mitigate  the amounts  payable to
Employee under any of the provisions of this Agreement,  nor shall the amount of
any  payment  hereunder  be  reduced  by any  compensation  earned  as result of
Employee's  employment by another  employer,  except that any continued  welfare


                                       22
<PAGE>

benefits  provided for by Sections 8(c) or 9(e)(iii)  shall terminate and expire
on the  commencement  date  of  equivalent  benefits  from a new  employer.

     23.  Survival of Employee's  Rights and Duties.  All of  Employee's  rights
hereunder,   including  his  rights  to  compensation  and  benefits,   and  his
obligations under Section 9 hereof,  shall survive the termination of Employee's
employment and/or the termination of this Agreement.

     24.  Legal Fees.  The Company  shall pay the  reasonable  costs  (including
attorneys'  fees and  expenses) of Employee in completing  this  Agreement up to
$2,500.

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

MICROTEK MEDICAL HOLDINGS, INC.


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


                                       23
<PAGE>


                                   SCHEDULE 1

                         SALE OF BUSINESS BONUS PROGRAM

1.   Definitions.  In addition to terms defined in the Employment Agreement (the
     "Employment  Agreement")  to which this  Schedule 1 is attached,  the terms
     listed below shall be defined as follows:

(a)  "Allocation"  shall mean a percentage  amount of the Bonus Pool which shall
     be allocated to a designated Participant in the Bonus Pool as determined by
     the Committee from time to time.

(b)  "Bonus Pool" shall mean the total gross amount of cash  available for bonus
     payments under this Bonus Program.  The Bonus Pool shall be calculated as a
     percentage of the market  capitalization (the product of Share Appreciation
     multiplied by Shares Outstanding) of the Company.  The Committee may assign
     different   percentages   by  range  of  share  prices  within  the  market
     capitalization.  The applicable  percentage(s) of the market capitalization
     shall be designated by the Committee from time to time. The following is an
     example of a Bonus Pool calculation assuming 42,000,000 Shares Outstanding,
     a  Share  Appreciation  of  $11.00  and  percentages  of  bands  of  market
     capitalization designated as set forth below:

<TABLE>
<CAPTION>
<S> <C>                    <C>                                 <C>            <C>

                            Market Capitalization (Share         Bonus
     Share Appreciation    Appreciation multiplied by 42M)     Percentage        Bonus Pool
     ------------------    -------------------------------     ----------        ----------
     $0.00 to $ 1.90                $ 80,598,000.00              0.00%        $         0.00
     $1.90 to $ 5.00                $130,200,000.00              3.00%        $ 3,906,000.00
     $5.00 to $10.00                $210,000,000.00              3.50%        $ 7,350,000.00
    $10.00 to $11.00                $ 42,000,000.00              4.00%        $ 1,680,000.00
                                                                                ------------

     Total Bonus Pool                                                         $12,936,000.00
                                                                               =============
</TABLE>

(c)  "Bonus Program" shall mean this Sale of Business Bonus Program.

(d)  "Change of Control"  shall mean either (i) 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 (as
     defined in the Employment Agreement) determines that such transaction shall
     not constitute a "Change of Control" for purposes of this Bonus Program, or
     (ii)  there  occurs  a  sale  or  disposition  by  the  Company  of  all or
     substantially  all of the Company's assets for which purposes the Incumbent
     Board shall have the  authority to determine  in its sole  discretion  what
     constitutes substantially all of the Company's assets.

(e)  "Committee" shall mean the Compensation Committee of the Board of Directors
     or, except to the extent  prohibited by  applicable  law or the  applicable
     rules of any stock  exchange or market,  such other  person or persons (who
     may be members of the Compensation  Committee or not) to whom the Committee
     may  expressly  allocate  or  delegate in writing all or any portion of its


                                       24
<PAGE>


     responsibilities  and powers.  Any such  allocation  or  delegation  may be
     revoked by the Committee at any time.

(f)  "Date of  Termination"  shall mean the date on which a Participant  in this
     Bonus Program is no longer actively  employed by the Company or any Related
     Company  unless such date occurs due to a leave of absence  approved by the
     Committee  in which  event  the  "Date of  Termination"  shall  occur  upon
     expiration  of such approved  leave of absence  without the prior return of
     such Participant to such active employment status.

(g)  "Participant"  shall mean an employee  of the Company or a Related  Company
     designated by the Committee to participate in this Bonus Program.

(h)  "Related  Company" shall mean any subsidiary of the Company or any business
     venture in which the Company has a significant  interest,  as determined in
     the discretion of the Committee.

(i)  "Share  Appreciation" shall mean the price per share of common stock of the
     Company at which the  transaction  constituting a Change of Control occurs,
     as determined in good faith by the Committee.

(j)  "Shares  Outstanding"  shall mean the sum of all of the Company's shares of
     common  stock  issued  and  outstanding  immediately  prior  to  the  event
     constituting  a  Change  of  Control,  including  all such  shares  held by
     affiliated and nonaffiliated persons.

2.   Adjustments.  The Committee  shall have  authority from time to time in its
     discretion to terminate this Bonus Program or make such adjustments in this
     Bonus  Program as it deems  appropriate  and in the best  interests  of the
     Company even if such  adjustments  shall result in a decrease in the amount
     of bonus compensation payable hereunder. For these purposes, there shall be
     no vested right of any  Participant to any payments  which may  potentially
     arise  under  this Bonus  Program.  Without  limiting  the  foregoing,  the
     Committee may from time to time adjust the  allocation to each  Participant
     and the variables used in calculating the size of the Bonus Pool.

3.   Expiration.  Unless  previously  extended  or  terminated  by action of the
     Committee, this Bonus Program shall expire on October 20, 2005.

4.   Payment. Provided that Participant's Date of Termination has not previously
     occurred,  concurrently  with the  consummation of an event  constituting a
     Change of Control the Participant shall be entitled to payment of an amount
     equal to his Allocation multiplied by the Bonus Pool (the "Bonus Payment").
     In the event that the consideration payable by or on behalf of an acquiring
     person in the  transaction  resulting  in the  Change of Control is paid in
     whole or in part in  securities,  the Bonus  Payment  shall be payable in a
     like fashion and  proportion as between  securities and cash. The Committee
     shall have  absolute  discretion in  establishing  the medium and manner of
     making the Bonus Payment.  The Company or its successors shall  immediately
     pay such amount to the  Participant.  Amounts due and unpaid  shall  accrue
     interest at twelve percent (12%) per year.


                                       25
<PAGE>

5.   Withholding.  The Company and its successors shall have the right to deduct
     from  amounts  payable  hereunder  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
     Participant.

6.   Transferability.  Interests  under this Bonus Program are not  transferable
     except that any amounts which have become  payable under this Bonus Program
     may transfer as  designated  by the  Participant  by will or by the laws of
     descent and distribution.

7.   Administration.  The  authority to manage and control the operation and the
     administration of this Bonus Program shall be vested in the Committee.  Any
     interpretation of this Bonus Program by the Committee and any decision made
     by it with  respect  to this  Bonus  Program  is final and  binding  on all
     persons.

8.   Disputes.  Any  controversy  or claim between the Company and a Participant
     shall be settled by  arbitration  in accordance  with the provisions of the
     Participant's Employment Agreement with the Company.

9.   Not an  Employment  Contract.  This  Bonus  Program  does not confer on any
     Participant  any right with respect to  continuance  of employment or other
     service with the Company or any Related  Company,  nor will it interfere in
     any way with any right of the Company or any Related  Company or  otherwise
     to terminate or modify the terms of such Participant's  employment or other
     service at any time.

10.  Construction.   This  Agreement   shall  be  governed  and  interpreted  in
     accordance with the laws of the State of Georgia.


                                       26
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