EXHIBIT 10.2

SALE OF BUSINESS BONUS PROGRAM

1. Definitions. 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 and set forth in an
award agreement made by the Committee in favor of such Participant.

(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 and a Share
Appreciation of $11.00, based on the percentages of bands of market
capitalization currently designated by the Committee:

Designated
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
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(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 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 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) "Incumbent Board" shall mean those individuals who, as of the date of
adoption of the Plan, constitute the Board of Directors of the
Company; provided, however, that any individual becoming a director
subsequent to the adoption of the Plan 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 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) or other actual or threatened solicitation of
proxies or consents by or on behalf of an individual, entity or group
other than the Board.

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

(i) "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.

(j) "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.

(k) "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, 2008.

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.

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, if any,
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.

SALE OF BUSINESS BONUS PROGRAM

THIS AWARD is entered into as of the date set forth below by Microtek
Medical Holdings, Inc. (the "Company") in favor of the Participant designated in
paragraph 1 below.

WITNESSETH THAT:

WHEREAS, the Company maintains the Microtek Sale of Business Bonus Program
(the "Plan") which is incorporated into and forms a part of this Award, and the
Participant has been selected by the Committee administering the Plan to receive
an Allocation (as defined in the Plan) under the Plan;

NOW, THEREFORE, the Committee hereby makes an Allocation to be governed by
the Plan as follows:

Terms of Award

1. The "Participant" is ____________________________.

2. The Allocation for the Participant is ______%.

IN WITNESS WHEREOF, the Company has executed this Award as of
___________________________.

MICROTEK MEDICAL HOLDINGS, INC.

By:
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Its:
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