FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT


     THIS FIRST  AMENDMENT is made as of the 23rd day of February,  2001, by and
among  Microtek  Medical,  Inc.,  a  Delaware  corporation  ("Purchaser"),  Deka
Medical, Inc., a Florida corporation ("Seller"),  and the stockholders of Seller
set  forth  on  the  signature  page  of  this  Amendment   (collectively,   the
"Stockholders").

                              W I T N E S S E T H:

     WHEREAS, Purchaser, Seller and Stockholders entered into that certain Asset
Purchase Agreement dated as of February 9, 2001 (the "Purchase Agreement"); and

     WHEREAS,  in connection  with recording the Clean-Op  Closing,  the parties
have agreed that the Clean-Op Closing shall be effective for accounting purposes
at 11:59 p.m. on February 2, 2001.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereby  agree as
follows:

     1. Defined Terms.  Initially capitalized terms used in this Amendment which
are not  otherwise  defined  in this  Amendment  are used with the same  meaning
ascribed to them in the Purchase Agreement.

     2. Amendment.  Section 1.3 of the Purchase Agreement is amended by changing
the date "February 9, 2001" appearing therein to "February 2, 2001".

     3. Miscellaneous. Except as modified and amended hereby, the parties hereto
adopt  and  ratify  the  Purchase  Agreement  without  further  modification  or
amendment. This Amendment may be executed in any one or more counterparts,  each
of which shall be deemed an original but all of which shall together  constitute
one and the same agreement.

     IN WITNESS WHEREOF,  the parties have executed this Amendment as of the day
and year first above written.

                            PURCHASER:

                            MICROTEK MEDICAL, INC.

                            By:____________________________________
                            Title: ________________________________


                            SELLER:

                            DEKA MEDICAL, INC.

                            By:____________________________________
                            Title:_________________________________


                    [Signatures continued on following page]


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                            STOCKHOLDERS:

                            _____________________________________
                            Kimber L. Vought

                            _____________________________________
                            Dagoberto T. Capote


                            PNC Capital Corp.

                            By: _________________________________
                            Name: _______________________________
                            Title: ______________________________

                            South Atlantic Private Equity Fund IV,
                            Limited Partnership

                            By: _________________________________
                            Name: _______________________________
                            Title: ______________________________


                            South Atlantic Private Equity Fund
                            IV (QP), Limited Partnership

                            By:__________________________________
                            Name: _______________________________
                            Title: ______________________________


                            Kitty Hawk Capital Limited Partnership, III

                            By: Kitty Hawk Partners Limited
                                Partnership, III, the General Partner

                            By: __________________________________
                                Walter H. Wilkinson, Jr., General Partner


                            Wood Street Partners II

                            By: __________________________________
                            Name: ________________________________
                            Title: _______________________________

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