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                                                                    EXHIBIT 10.1

                              QUEST MEDICAL, INC.

                   AMENDED AND RESTATED STOCK OPTION PLAN

         Quest Medical, Inc., a Texas corporation (the "Corporation"), to
provide an incentive for key employees, including key employees who are
officers or directors, of the Corporation or of its subsidiary corporations, as
that term is defined in Section 3 hereof (the "Subsidiaries") to remain in the
employ of the Corporation or the Subsidiaries and to extend to such key
employees the opportunity to acquire a proprietary interest in the Corporation
so that they will apply their best efforts for the benefit of the Corporation,
and to aid the Corporation in attracting able persons to enter its employ and
that of the Subsidiaries continues the Quest Medical, Inc. Employees Stock
Option Plan (the "Prior Plan") that it previously adopted effective November 5,
1979.

         Certain options granted under this Plan are intended to qualify as
"incentive stock options" (including certain options granted under the Prior
Plan and converted into incentive stock options) within the meaning of Section
422A of the Internal Revenue Code of 1986, as it may be amended (the "Code")
("Incentive Options"), while certain other options granted under this Plan will
constitute nonqualified stock options.

SECTION 1.       STOCK AND MAXIMUM NUMBER OF SHARES SUBJECT TO THE PLAN

         1.01    DESCRIPTION OF STOCK AND MAXIMUM SHARES ALLOCATED. Subject to
the adjustments provided for in Paragraph 5.07 hereof, the stock to which
options granted hereunder give the holder thereof the right to purchase shall
be shares of the Corporation's authorized common stock, $.05 par value
(together with any other securities with respect to which options granted
hereunder may become exercisable, hereinafter referred to as the "Stock"), and
may be unissued or reacquired shares, as the Board of Directors of the
Corporation (the "Board of Directors") may, in its sole and absolute
discretion, from time to time determine. Subject to the adjustments provided
for in Paragraph 5.07 hereof, the aggregate number of shares of Stock to be
issued pursuant to the exercise of all options granted hereunder shall not
exceed 1,000,000 shares.

         1.02    RESTORATION OF UNPURCHASED SHARES. If an option granted
hereunder expires or terminates for any reason during the term of this Plan and
prior to the exercise thereof in full, the shares of Stock subject to but not
issued under such option shall again be available for options granted hereunder
subsequent thereto.

SECTION 2.       ADMINISTRATION OF THE PLAN.

         2.01    STOCK OPTION COMMITTEE. The Plan shall be administered by a
stock option committee (the "Committee"), the members of which shall be
appointed by the Board of
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Directors. The Committee shall consist of not less than three (3) members of
the Board of Directors.

         2.02    DURATION, REMOVAL, ETC. The Members of the Committee shall
serve at the pleasure of the Board of Directors, which shall have the power, at
any time and from time to time, to remove members from the Committee or to add
members thereto. Vacancies on the Committee, however caused, shall be filled by
action of the Board of Directors.

         2.03    MEETINGS AND ACTIONS OF ADMINISTRATION COMMITTEE.  The
Committee shall elect one of its members as its Chairman and shall hold its
meeting at such times and places as it may determine. All decisions and
determinations of the Committee shall be made by the majority vote or decision
of all of its members, whether present at a meeting or not; provided, however,
that any decision or determination reduced to writing and signed by all of the
members of the Committee shall be as fully effective as if it had been made at
a meeting duly called and held. The Committee may make such rules and
regulations for the conduct of its business that are not inconsistent with the
provisions hereof as it may deem advisable.

         2.04    COMMITTEE'S POWER. The Committee is authorized (but only to
the extent not contrary to the express provisions of the Plan) (a) to adopt,
amend and rescind rules and regulations relating to the Plan; (b) to determine
the terms and provisions of the respective option agreements (which need to be
identical), including provisions defining or otherwise relating to (i) the term
and the period or periods and extent of exercisability of the options, (ii) the
extent to which the transferability of shares issued upon exercise of options
is restricted, (iii) the effect of termination of employment, and (iv) the
effect of approved leaves of absence (consistent with any applicable
regulations of the Internal Revenue Service); (c) to construe the respective
option agreements and the Plan; and (d) to make all other determinations
necessary or advisable for administering the Plan. The Committee may correct
any defect or supply any omission or reconcile any inconsistency in the Plan or
in any option agreement in the manner and to the extent it shall deem expedient
to carry it into effect, and it shall be the sole and final judge of such
expediency. The determinations of the Committee on the matters referred to in
this Paragraph 2.04 shall be final and conclusive.

SECTION 3.       ELIGIBILITY PARTICIPATION.

         3.01    ELIGIBLE EMPLOYEES. Options may be granted hereunder only to
persons who, at the time of the grant thereof, are key employees (which term,
as used herein, shall be deemed to include officers and directors who are
employees of the Corporation and the Subsidiaries) of the Corporation or of any
of the Subsidiaries (as used herein, Subsidiary shall mean any corporation in
an unbroken chain of corporations beginning with the Corporation in which each
of the corporations (other than the last corporation) in the unbroken chain
owns stock possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock of one of the other corporations in such chain at
the date of grant of an option (such key executives, directors and key
employees are hereinafter referred to as "Eligible Employees"); provided,
however, that no Eligible Employee who is also a director of the Corporation
shall be eligible to receive an option hereunder if, immediately after such
option is granted, options then





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held by such person and all options previously granted to such person (whether
theretofore exercised or not) under the Plan would cover, in the aggregate,
more than that number of shares of Stock which would equal 3% of the
Corporation's then total outstanding shares of Stock. Notwithstanding any
provision contained herein to the contrary, a person shall not be eligible to
receive an Incentive Option hereunder if he, immediately after such option is
granted, would own (within the meaning of Sections 422A and 425 of the Code)
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of his employer corporation or of its parent or one of
its subsidiary corporations unless, at the time such Incentive Option is
granted, the exercise price per share of Stock is at least one hundred and ten
percent (110%) of the fair market value of each share of Stock to which the
Incentive Option relates and the Incentive Option is not exercisable after the
expiration of five (5) years from the date it is granted.

         3.02    NO RIGHT TO OPTION. The adoption of the plan shall not be
deemed to give any person a right to be granted an option hereunder.

SECTION 4.       GRANT OF OPTIONS.

                 Subject to the express provisions hereof, the Committee shall
determine which Eligible Employees shall be granted options hereunder from time
to time and the number of shares subject to such options and shall authorize
the granting of options in accordance with such determinations. Each option
granted hereunder shall be evidenced by an agreement (the "Agreement"),
executed by the Corporation and the Eligible Employee to whom the option is
granted (the "Holder"), incorporating such terms as the Committee shall deem
necessary or desirable. More than one option may be granted hereunder to the
same person and be outstanding concurrently hereunder. In the event an Eligible
Employee is granted both one or more Incentive Options and one or more
non-qualified stock options, such grants shall be evidenced by separate option
agreements, one for the Incentive Option grant and one for the nonqualified
option grant.

SECTION 5.       TERMS AND CONDITIONS OF OPTIONS.

                 All options granted hereunder shall comply with, be deemed to
include, and shall be subject to the following terms and conditions.

         5.01    NUMBER OF SHARES.  Each Agreement shall state the number of
shares of Stock to which it relates.

         5.02    EXERCISE PRICE. Each Agreement shall state the exercise price
per share of the shares of Stock to which it relates. The exercise price per
share of stock subject to an option shall not be less than the greater of (a)
the par value per share of said Stock or (b) 100% of the fair market value per
share of said Stock on the date of the grant of the option or, in the case of
certain 10% shareholders, the amount specified in Paragraph 3.01, whichever is
applicable.  The fair market value per share shall be determined by the
Committee in a manner that is consistent with all applicable requirements of
the Code, regulations issued thereunder, and administrative interpretations
thereof issued by the Internal Revenue Service.





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         5.03    MEDIUM, TIME OF PAYMENT, AND METHOD OF EXERCISE. The exercise
price shall be payable upon the exercise of the option in cash, by certified or
cashier's check, or, with the consent of the Committee, with shares of stock of
the Corporation owned by the Holder immediately prior to such exercise.
Exercise of an option shall not be effective until the Corporation has received
written notice of exercise, specifying the number of whole shares to be
purchased, accompanied by payment in full of the aggregate option price of the
number of shares purchased. The Corporation shall not in any case be required
to issue and sell a fractional share.

         5.04    TERM, TIME OF EXERCISE, AND TRANSFERABILITY OF OPTIONS.  In
addition to such other terms and conditions as may be included in a particular
Agreement granting an option, an option shall be exercisable during a Holder's
lifetime only by him or by his guardian or legal representative, and an option
shall not be transferable other than by will or the laws of descent and
distribution.

         (a)     TERMINATION OF EMPLOYMENT. In the event that a Holder shall
cease to be in the employ of the Corporation or the Subsidiaries for any reason
other than death (and shall not thereupon become an employee of the
Subsidiaries or the Corporation), the unexercised portion of the option granted
to such Holder shall terminate on the date that is three (3) months from the
date of such Holder's termination of employment; provided, however, that (i) in
the event the employment of the Holder is terminated for dishonesty or other
acts detrimental to the interests of the Corporation or the Subsidiaries, or
for any breach by Holder of any employment contract with the Corporation or one
of the Subsidiaries, or (ii) if after Holder's employment is terminated, Holder
commits acts that are determined to be detrimental to the interests of the
Corporation or the Subsidiaries, then the options granted to such Holder
hereunder shall be null and void after such determination is made.

         (b)     DEATH.  In the event a Holder dies while in the employ of the
Corporation or a Subsidiary, any option granted to him hereunder shall be
exercisable within the twelve (12) month period commencing on the date
following the date of his death or within the time permitted for the exercise
of the option set forth in the immediately following paragraph, whichever date
first occurs, and then only (i) by the person or persons (hereinafter sometimes
referred to as "Successors") to whom the Holder's rights under the option shall
pass by the Holder's will or the laws of descent and distribution, and (ii) if
and to the extent that the Holder was entitled to exercise the option on the
date of his death. Such option, to the extent not exercised within the above
period after the date of the Holder's death, shall, upon the expiration of the
period, terminate.

         No Incentive Option granted hereunder shall be exercisable after the
termination of ten (10) years from the date it is granted (or, in the case of
certain 10% shareholders, the period specified in Paragraph 3.01). No
nonqualified stock option granted hereunder shall be exercisable after the
expiration of ten (10) years and one (1) day from the date it is granted.
Except as otherwise provided in the Plan, the Committee shall have authority to
prescribe in any Agreement (i) the term of the option and (ii) that the option
evidenced thereby may be exercised in full or in part as to any number of
shares subject thereto at any time or from time to time





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during the term of the option, or in such installments at such times during
said term as the Committee may prescribe.  Except as provided above and unless
otherwise provided in any Agreement, an option may be exercised at any time or
from time to time during the term of the option as to any or all full (but not
fractional) shares which have become purchasable under the option.

         Within a reasonable time after such notice is received, the
Corporation shall issue and deliver a certificate representing the shares so
purchased. In the event that a Holder exercises both an Incentive Option or
portion thereof, separate stock certificates shall be issued, one for the stock
subject to the Incentive Option and one for the stock subject to the
nonqualified stock option.

         Nothing herein or in any option granted hereunder shall require the
Corporation to issue any shares upon exercise of any option if such issuance
would, in the opinion of counsel for the Corporation, constitute a violation of
the Securities Act of 1933, as amended, or any similar or superseding statute
or statutes, or any other applicable state or federal statute or regulation, as
then in effect. At the time of any exercise of an option, the Corporation may,
as a condition precedent to the exercise of such option, require from the
Holder of the option (or in the event of his death, his legal representatives,
legatees or distributees), such written representation, if any, concerning his
intentions with regard to the retention or disposition of the shares being
acquired by exercise of such option and such written covenants and agreements,
if any, as to the manner of disposal of such shares as, in the opinion of
counsel to the Corporation, may be necessary to ensure that any disposition by
such Holder (or in the event of his death, his legal representatives, legatees
or distributees), will not involve a violation of the Securities Act of 1933,
as amended, or any similar or superseding statute or statutes, or any other
applicable state or federal statute or regulation, as then in effect.
Certificates for shares of Stock, when issued, may have the following legend,
or statements of other applicable restrictions, endorsed thereon, and may not
be immediately transferable:

         "The shares of Stock evidenced by this certificate have been issued to
         the registered owner in reliance upon written representations that
         these shares have been purchased for investment.  These shares may not
         be sold, transferred, or assigned unless, in the opinion of the
         Corporation and its legal counsel, such sale, transfer, or assignment
         will not be in violation of the Securities Act of 1933, as amended,
         applicable rules and regulations of the Securities and Exchange
         Commission, and any applicable state securities laws."

         5.05    LIMITATION ON AGGREGATE VALUE OF SHARES SUBJECT TO OPTION.
With respect to Incentive Options granted prior to January 1, 1987, the
aggregate fair market value (determined as of the time such an Incentive Option
was granted) of the Stock for which an Eligible Employee may be granted
Incentive Options in any calendar year (under all plans described in Section
422A(b) of the Code of such person's employer corporation and its parent and
subsidiary corporations, as defined in Section 425 of the Code) shall not
exceed $100,000 plus any "unused limit carryover" to such year. For Incentive
Options granted after December 31, 1986, the aggregate fair market value
(determined at the time such an Incentive Stock Option





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is granted) of the Stock with respect to which Incentive Options are
exercisable for the first time by the Eligible Employee during any calendar
year (under all plans described in Section 422A(b) of the Code of such person's
employer corporation and its parent and subsidiary corporations, as defined in
Section 425 of the Code) shall not exceed $100,000.

         5.06    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

                 (a)      The existence of this Plan and the stock options
         granted hereunder shall not affect in any way the right or power of
         the Corporation or its shareholders to make or authorize any or all
         adjustments, recapitalizations, reorganizations or other changes in
         the Corporation's capital structure or its business, or any merger or
         consolidation of the Corporation, or any issue of bonds, debentures,
         preferred or prior preference stock ahead of or affecting the Stock or
         the rights thereof, or the dissolution or liquidation of the
         Corporation, or any sale or transfer of all or any part of its assets
         or business, or any other corporate act or proceeding, whether of a
         similar character or otherwise.

                 (b)      If the outstanding shares of the Stock of the
         Corporation are increased, decreased, changed into, or exchanged for a
         different number or kind of shares or securities of the Corporation
         through reorganization, recapitalization, reclassification, stock
         split-up or other similar event, an appropriate and proportionate
         adjustment shall be made in the number and kind of shares as to which
         stock options may be granted. A corresponding adjustment changing the
         number or kind of shares allocated to unexercised stock options or
         portions thereof, which shall have been granted prior to any such
         change shall likewise be made. Any such adjustment, however, in the
         outstanding stock options shall be made without change in the total
         price applicable to the unexercised portion of the option but with a
         corresponding adjustment in the price for each share covered by the
         option.

                 (c)      If the Corporation is merged or consolidated with
         another corporation and is not the surviving entity or is dissolved or
         liquidated while unexercised stock options remain outstanding under
         the Plan, the Corporation must either (i) substitute for the shares
         subject to the unexercised portions of such outstanding stock options
         an appropriate number of shares of each class of stock or other
         securities of the merged or consolidated corporation which were
         distributed to the shareholders of the Corporation in respect of such
         shares, except that all such substituted stock options shall be
         immediately exercisable in full without regard to determinations of
         periods or installments of exercisability made pursuant to Paragraph
         5.11, or (ii) cancel all such stock options as of the effective date
         of any merger, consolidation, dissolution or liquidation of the
         Corporation by giving notice to each holder thereof or his personal
         representatives of its intention to do so and by permitting the
         exercise of all such outstanding stock options, without regard to
         determinations of periods or installments of exercisability made
         pursuant to Paragraph 5.11 during the thirty (30) day period next
         preceding such effective date.





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                 (d)      Notwithstanding the foregoing, the issue by the
         Corporation of shares of stock of any class, or securities convertible
         into shares of stock of any class, for cash or property, for labor or
         services, either upon direct sale or upon the exercise of rights or
         warrants to subscribe therefor, or upon conversion of shares or
         obligations of the Corporation convertible into such shares or other
         securities, shall not affect, and no adjustment by reason thereof
         shall be made with respect to, the number of shares of Stock subject
         to stock options granted under the Plan.

         5.07    RIGHTS AS A SHAREHOLDER.  A Holder shall have no right as a
shareholder with respect to any shares covered by his option until a
certificate representing such shares is issued to him. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash or in other
property) or distributions or other rights for which the record date is prior
to the date such certificate is issued, except as provided in Paragraph 5.06
hereof.

         5.08    MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject to the
terms and conditions of and within the limitations of the Plan, the Committee
may modify, extend or renew outstanding options granted under the Plan, or
accept the surrender of options outstanding hereunder (to the extent not
theretofore exercised) and authorize the granting of new options hereunder in
substitution therefor. Notwithstanding the foregoing, however, no modification
of an option granted hereunder shall, without the consent of the Holder, alter
or impair any rights or obligations under any option theretofore granted
hereunder to such Holder under the plan. In addition, no changes may be made to
an Incentive Option if such changes would constitute a modification (within the
meaning of Code Section 425(h)(3)) of the Incentive Option, unless the Holder
first consents to such changes.

         5.09    FURNISH INFORMATION. Each Holder shall furnish to the
Corporation all information requested by the Corporation to enable it to comply
with any reporting or other requirement imposed upon the Corporation by or
under any applicable statute or regulation.

         5.10    OBLIGATION TO EXERCISE: TERMINATION OF EMPLOYMENT. The
granting of an option hereunder shall impose no obligation upon the holder to
exercise the same or any part thereof. In the event of a Holder's termination
of employment with the Corporation and its subsidiaries, the unexercised
portion of an option granted hereunder shall terminate in accordance with
Paragraph 5.04 hereof.

         5.11    OTHER PROVISIONS. The Agreements authorized under the Plan
shall contain such other provisions (including, without limitation,
restrictions or the removal of restrictions upon the exercise of the option and
the transfer of shares thereby acquired) as the Committee shall deem advisable.
Each such Agreement relating to Incentive Options shall contain such
limitations and restrictions upon the exercise of the option to which it
relates as shall be necessary for the Incentive Option to which such Agreement
relates to constitute an incentive stock option as defined in Section 422A of
the Code.

SECTION 6.       TERM OF PLAN.





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         No Incentive Options may be granted hereunder after November 4, 1989.

SECTION 7.       AMENDMENT OF PLAN.

         The Board of Directors may, insofar as permitted by law, with respect
to any shares at the time not subject to options, suspend or discontinue the
Plan or revise or amend it in any respect whatsoever; provided, however, that,
without the approval of the holders of a majority of the outstanding shares of
voting stock of all classes of the Corporation, no such revision or amendment
shall (a) change the number of shares subject to the Plan, (b) change the
designation of the class of employees eligible to receive options, (c) decrease
the price at which Incentive Options may be granted, (d) remove the
administration of the Plan from the Committee, or (e) result in options granted
hereunder that satisfied the requirements of Section 422A of the Code no longer
satisfying such requirements. Furthermore, the Plan shall not, without such
approval of the shareholders, be amended in any manner that will cause
Incentive Options issued under it to fail to satisfy the requirements
applicable to incentive stock options as defined in Section 422A of the Code.

SECTION 8.       GENERAL.

         8.01    APPLICATION OF FUNDS. The proceeds received by the Corporation
from the sale of shares pursuant to options shall be used for general corporate
purposes.

         8.02    RIGHT OF THE CORPORATION AND SUBSIDIARIES TO TERMINATE
EMPLOYMENT. Nothing contained in the Plan, or in any Agreement, shall confer
upon any Holder the right to continue in the employ of the Corporation or any
Subsidiary, or interfere in any way with the rights of the Corporation or any
Subsidiary to terminate his employment any time.

         8.03    NO LIABILITY FOR GOOD FAITH DETERMINATIONS. Neither the
members of the Board of Directors nor any member of the Committee shall be
liable for any act, omission, or determination taken or made in good faith with
respect to the Plan or any option under it.

         8.04    INFORMATION CONFIDENTIAL. As partial consideration for the
granting of each option hereunder, the Holder shall agree with the Corporation
that he will keep confidential all information and knowledge which he has
relating to the manner AND amount of his participation in the Plan; provided,
however, that such information may be given in confidence to the Holder's
spouse or to a financial institution to the extent that such information is
necessary in order to secure a loan. In the event any breach of this promise
comes to the attention of the Committee, it shall take into consideration such
breach, in determining whether to recommend the grant of any future option or
options to such Holder, as a factor militating against the advisability of
granting any such future option or options to such employee.

         8.05    OTHER BENEFITS.  Participation in the Plan shall not preclude
the Holder from eligibility in any other stock option plan of the Corporation
or any Subsidiary or any old age benefit, insurance pension, profit sharing
retirement, bonus or other extra compensation plans





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which the Corporation or any Subsidiary has adopted, or may, at any time, adopt
for the benefit of its employees.

         8.06    EXECUTION OF RECEIPTS AND RELEASES. Any payment or any
issuance or transfer of shares of Stock to the Holder, or to his legal
representative, heir, legatee, or distributee in accordance with the provisions
hereof, shall, to the extent thereof, be in full satisfaction of all claims of
such persons hereunder. The Committee may require any Holder, legal
representative, heir, legatee, or distributee, as a condition precedent to such
payment, to execute a release and receipt therefor in such form as it shall
determine.

         8.07    NO GUARANTEE OF INTERESTS.  Neither the Committee nor the
Corporation guarantees the Stock of the Corporation from loss or depreciation.

         8.08    PAYMENT OF EXPENSES. All expenses incident to the
administration, termination, or protection of the Plan, including, but not
limited to, legal and accounting fees, shall be paid by the Corporation or the
Subsidiaries.

         8.09    CORPORATION RECORDS. Records of the Corporation or the
Subsidiaries regarding the Holder's period of employment, termination of
employment and the reason therefor, leaves of absence, re-employment, and other
matters shall be conclusive for all purposes hereunder, unless determined to be
incorrect.

         8.10    INFORMATION.  The Corporation and the Subsidiaries shall, upon
request or as may be specifically required hereunder, furnish or cause to be
furnished, all of the information or documentation which is necessary or
required by the Committee to perform its duties and functions under the Plan.

         8.11    NO LIABILITY OF CORPORATION.  The Corporation assumes no
obligation or responsibility to the Holder or his personal representative,
heirs, legatees, or distributees for any act of, or failure to act on the part
of, the Committee.

         8.12    CORPORATION ACTION. Any action required of the Corporation
shall be by the resolution of its Board or by a person authorized to act by
Board resolution.

         8.13    SEVERABILITY. In the event any provision of this Plan shall be
held to be illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining provisions hereof, but shall be fully severable
and the Plan shall be construed and enforced as if the illegal or invalid
provision had never been included herein.

         8.14    NOTICES. Whenever any notice is required or permitted
hereunder, such notice must be in writing and personally delivered or sent by
mail. Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered on the date which it is personally delivered, or,
whether actually received or not, on the third business day after it is
deposited in the United States mail, certified or registered, postage prepaid,
addressed to the person who is to receive it at the address which such person
has theretofore specified by written





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notice delivered in accordance herewith. The Corporation or a Holder may
change, at any time and from time to time, by written notice to the other, the
address which it or he had theretofore specified for receiving notices. Until
changed in accordance herewith, the Corporation and each Holder shall specify
as its and his address for receiving notices the address set forth in the
option agreement pertaining to the shares to which such notice relates.

         8.15    WAIVER OF NOTICE. Any person entitled to notice hereunder may
waive such notice.

         8.16    SUCCESSORS. The Plan shall be binding upon the Holder, his
heirs, legatees, and legal representatives, upon the Corporation, its
successors and assigns, and upon the Committee, and its successors.

         8.17    HEADINGS. The titles and headings of Sections and Paragraphs
are included for convenience of reference only and are not to be considered in
construction of the provisions hereof.

         8.18    GOVERNING LAW. All questions arising with respect to the
provisions of the Plan shall be determined by application of the laws of the
State of Texas except to the extent Texas law is preempted by federal statute.
The obligation of the Corporation to sell and deliver stock hereunder is
subject to applicable laws and to the approval of any governmental authority
required in connection with the authorization, issuance, sale or delivery of
such stock.

SECTION 9.       APPROVAL OF SHAREHOLDERS.

         This amended and restated Plan shall be effective as of June 18, 1992
(the date of approval by the holders of a majority of the shares of Stock
entitled to vote at a duly held Shareholder's meeting).





Amended through June 18, 1992.





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                      AMENDMENT TO THE QUEST MEDICAL, INC.
                  AMENDED AND RESTATED 1979 STOCK OPTION PLAN


         This Amendment (this "Amendment") to the Quest Medical, Inc. Amended
and Restated 1979 Stock Option Plan (the "Plan") is made as of September 25,
1995.

         WHEREAS, the Board of Directors of the Company believes that this
Amendment is in the best interest of the Company and has authorized and duly
adopted this Amendment in accordance with the Plan.

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

1.       ADMINISTRATION OF THE PLAN.

         Section 2 of the Plan is hereby amended to read in its entirety as
follows:

         "SECTION 2.      ADMINISTRATION OF THE PLAN.

                 STOCK OPTION COMMITTEE.  Notwithstanding anything to the 
         contrary herein, to the extent necessary to comply with the
         requirements of Rule 16b-3, the Plan shall be administered by the
         Board, if each member is a Disinterested Director, or by a committee
         of two or more Disinterested Directors appointed by the Board (the
         group responsible for administering the Plan is referred to herein as
         the "Committee"). For purpose of this Agreement, the term
         "Disinterested Director" shall mean a director of the Corporation who
         is not, during the one year prior to service as a member of the
         Committee, or during such service, granted or awarded an Option
         pursuant to the Plan or any other plan of the Corporation or any of
         its affiliates (except as may be permitted by Rule 16b-3 promulgated
         under the Securities Exchange Act of 1934).  Options may be granted
         under Sections 4 and 5, respectively, only by majority agreement of
         the members of the Committee.  Subject to the limitations and
         qualifications set forth in this Plan, the Committee shall also
         determine the number of Options to be granted, the number of shares
         subject to each Option grant, the exercise price or prices of each
         Option, the vesting and exercise period of each Option, whether an
         Option may be exercised as to less than all of the Common Stock
         subject thereto, and such other terms and conditions of each Option,
         if any, as are consistent with the provisions of this Plan.  Except
         with respect to Paragraph 2.02 of this Plan, the Committee shall have
         complete authority to construe, interpret and administer the
         provisions of this Plan and the provisions of the Option agreements
         entered into hereunder; to prescribe, amend and rescind rules and
         regulations pertaining to this Plan; to suspend or discontinue this
         Plan; and to make all other determinations necessary or deemed
         advisable in the administration of the Plan.  The determinations,
         interpretations and constructions made by the Committee shall be final
         and conclusive.  No member of the Committee shall be liable for any
         action
         




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<PAGE>   12
         taken, or failed to be taken, made in good faith relating to the Plan
         or any award thereunder, and the members of the Committee shall be
         entitled to indemnification and reimbursement by the Corporation in
         respect of any claim, loss, damage or expense (including attorneys'
         fees) arising therefrom to the fullest extent permitted by law. "

2.       CONTINUED EFFECT.

         Except as specifically provided by this Amendment, the Plan shall
remain in full force and effect in accordance with its terms.

         IN WITNESS WHEREOF, the undersigned, as a duly authorized
representative of Quest Medical, Inc., has executed this Amendment to be
effective as of the date first set forth above.

                                        QUEST MEDICAL, INC.



                                        /s/ F. Robert Merrill III
                                        ------------------------------
                                        F. Robert Merrill III
                                        Secretary





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