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                                                                    EXHIBIT 10.3

                              QUEST MEDICAL, INC.
                          DIRECTORS' STOCK OPTION PLAN


1.       PURPOSE OF THE PLAN

         The Quest Medical, Inc. Directors' Stock Option Plan (the "Plan") is
intended as an incentive to directors and advisory directors of Quest Medical,
Inc. (the "Company"). The purposes of the Plan are to attract directors and
advisory directors with a high degree of training, experience and ability,
whose services are considered unusually valuable to the Company, to provide an
opportunity to such directors and advisory directors to acquire a proprietary
interest in the success of the Company, to increase their interest in the
Company's welfare, and to encourage them to remain with the Company.

2.       ADMINISTRATION OF THE PLAN

         The Board of Directors of the Company shall appoint and maintain a
committee (the "Committee") which shall consist of at least three persons
appointed by the Board of Directors, who shall serve without compensation at
the pleasure of the Board of Directors. Each Committee member shall be eligible
to receive stock options under the Plan while serving on the Committee, if the
Board of Directors unanimously (except for such Committee member, if a
director) grants a stock option to such Committee member and if such Committee
member is otherwise eligible to receive stock options under the Plan. All
actions taken and determinations made under the Plan regarding stock options
granted by the Board of Directors to a Committee member shall be made by the
Board of Directors unanimously (except for such Committee member, if a
director). Except as stated above, the Committee shall have full power and
authority to (a) designate recipients of stock options granted under the Plan,
(b) interpret and construe the provisions of the Plan and any stock options
granted hereunder and (c) do all things necessary or appropriate to administer
the Plan in accordance with its terms.  All actions taken and determinations
made by the Committee pursuant to the provisions of the Plan shall be made by a
majority of its members and shall be conclusive. No member of the Committee
shall be liable for any action taken or determination made in good faith.

3.       ELIGIBILITY

         The individuals who shall be eligible to participate in the Plan shall
only be directors and advisory directors of the Company or of any corporation
(hereinafter called a "Subsidiary") in which the Company has a proprietary
interest by reason of stock ownership or otherwise (including any corporation
in which the Company acquires a proprietary interest after the adoption of this
Plan) but only if the Company owns, directly or indirectly, stock possessing
not less than 50% of the total combined voting power of all classes of stock of
such corporation, but excluding any director or advisory director who is also
an officer or employee of the company or any Subsidiary. More than one stock
option may be granted under the Plan from time to time to any director or
advisory director if the Committee shall so determine.  However, no director
may hold at any time stock options granted under the Plan covering more than
25,000 shares of
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Common Stock that are subject to the Plan and no advisory director may hold at
any time options under the Plan covering more than 15,000 shares of Common
Stock that are subject to the Plan. Stock options granted to a director or
advisory director under the Plan shall be exercisable, subject to other
provisions hereof, while any other stock option which was previously granted to
such director or advisory director is outstanding. Neither the granting of a
stock option granted under this Plan to an individual, nor any provision
contained in this Plan, shall affect the individual's right to remain a
director or advisory director.

4.       STOCK SUBJECT TO THE PLAN

         The common stock subject to the stock options and other provisions of
the Plan shall be shares of the Company's authorized and unissued or reacquired
Common Stock, $.05 par value. Subject to adjustment in accordance with the
provisions of Paragraph 8, the total number of shares of Common Stock of the
Company which may be issued pursuant to the exercise of stock options granted
under the Plan shall not exceed in the aggregate 550,000 shares. In the event
that any outstanding stock option granted under the Plan for any reason expires
or is terminated, the shares of Common Stock allocable to the unexercised
portion of such stock option may again be subjected to a stock option granted
under the Plan.

5.       STOCK OPTION PRICE

         The purchase price for each share of Common Stock covered by a stock
option granted under the Plan shall be 100% of the fair market value of the
stock on the date of the grant of the stock option. The "fair market value" per
share of Common Stock on any date shall be the per share price of the Common
Stock on the date immediately prior to the date of the grant of the stock
option hereunder and shall be (i) if the principal trading market for such
securities is an exchange, the closing price on such exchange on such day,
provided if trading of such shares of Common Stock is listed on any
consolidated tape, the price shall be the closing price set forth on such
consolidated tape, or (ii) if the principal market for such securities is the
over-the-counter market, the average of the highest reported bid and lowest
reported asked price as furnished by the National Association of Securities
Dealers, Inc. ("NASD") or similar organization if the NASD is not reporting
such information. Notwithstanding the foregoing, if there is no reported
closing price or bid and asked prices, as the case may be, on the date
immediately prior to the grant of the stock option hereunder, then the fair
market value shall be determined as of the latest date prior to such day for
which such closing price or bid and asked prices are available. Further
provide, that if there is no reported closing price or bid and asked prices, as
the case may be, within 30 days of the date immediately prior to the grant of
the stock option hereunder, the fair market value shall be determined by the
Board of Directors, in its sole discretion, after consultation with the
Committee.

6.       EXERCISE PERIOD





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         Stock options granted under the Plan shall terminate and be of no
force and effect with respect to any portion of the stock option not previously
exercised by an individual upon the happening of the first of the following:

 (a)     the expiration of six years from the date of grant of such option; or

         (b)     the expiration of three months from the date the individual
                 ceases being a director or advisory director with the Company
                 or any Subsidiary for any reason other than the individual's
                 death; or

         (c)     the expiration of three months from the date the individual
                 becomes an officer or employee of the Company or any
                 Subsidiary; or

         (d)     the expiration of twelve months after the date of death of the
                 individual.

7.       TERM AND EXERCISE OF OPTIONS

         (a)     The Committee in its discretion may provide that a stock
                 option may not be exercised in whole or in part for any period
                 or periods of time specified and may provide for other
                 restrictions, conditions, and limitations on the vesting and
                 exercise of a stock option. Except as may be so provided, any
                 option may be exercised in whole at any time or in part from
                 time to time during its term.

         (b)     Stock options may not be assigned or transferred and may be
                 exercised solely by the original recipient of a stock option
                 during his lifetime or by his guardian or legal
                 representative, or after his death by the person or persons
                 entitled thereto under his will or the laws of descent and
                 distribution. In the event of the death of the original
                 recipient of a stock option while such stock option is still
                 in force and unexpired under the terms of Paragraph 6, any
                 unmatured installments of such stock option may, in the
                 discretion of the Committee, be accelerated (in whole or in
                 part) as of the date of death.  The unmatured installments
                 accelerated by the Committee shall thereupon be exercisable in
                 full or in part without regard to the installment provisions
                 of Paragraph 7(a).

         (c)     A stock option may be exercised in whole or in part from time
                 to time by giving written notice to the Company of such
                 exercise and complying with the terms and conditions contained
                 in the applicable stock option agreement. The purchase price
                 of the shares covered by the exercise of the stock option
                 shall be paid in full by certified or cashier's check at the
                 time of exercise and the Company shall deliver to the optionee
                 within 30 days of the exercise date the shares covered by the
                 exercise of the stock option. No holder of a stock option
                 shall be or have any of the rights or privileges of a
                 shareholder of the Company in respect of any shares covered by
                 the exercise of any part of a stock option unless and until
                 certificates representing such shares shall have been issued
                 by the Company to such holder.





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8.       REORGANIZATIONS AND RECAPITALIZATIONS OF THE COMPANY

         (a)     The existence of this Plan and the stock options granted
                 hereunder shall not affect in any way the right or power of
                 the Company or its shareholders to make or authorize any or
                 all adjustments, recapitalizations, reorganizations or other
                 changes in the Company's capital structure or its business, or
                 any merger or consolidation of the Company, or any issue of
                 bonds, debentures, preferred or prior preference stock ahead
                 of or affecting the Common Stock or the rights thereof, or the
                 dissolution or liquidation of the Company, 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 Common Stock of the Company
                 are increased, decreased, changed into, or exchanged for a
                 different number or kind of shares or securities of the
                 Company through reorganization, merger, recapitalization,
                 reclassification, stock split-up or otherwise, 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 Company is reorganized or merged or consolidated with
                 another corporation while unexercised stock options remain
                 outstanding under the Plan, the Company 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
                 reorganized or merged or consolidated corporation which were
                 distributed to the shareholders of the company in respect of
                 such shares, except that all such substituted stock options
                 shall be immediately exercisable in full without regard to the
                 installment provisions set forth in Paragraph 7(a), or (ii)
                 cancel all such stock options as of the effective date of any
                 such reorganization, merger of consolidation or of any
                 dissolution or liquidation of the Company by giving notice to
                 each holder thereof or his personal representative of its
                 intention to do so and by permitting the exercise of all such
                 outstanding stock options, without regard to the installment
                 provisions set forth in Paragraph 7(a) during the thirty-day
                 period next preceding such effective date.

         (d)     Notwithstanding the foregoing, the issue by the Company of
                 shares of stock of any class, or securities convertible into
                 shares of stock of any class, for cash or property, or 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 Company convertible
                 into such shares or other securities, shall





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                 not affect, and no adjustment by reason thereof shall be made
                 with respect to, the number of shares of Common Stock subject
                 to stock options granted under the Plan.

9.       OTHER PROVISIONS

         Grants of stock options under the Plan may contain such other
provisions as the Committee may deem advisable and shall be evidenced by a
stock option agreement executed by the individual receiving the stock option
and an officer of the company.

10.      SECURITIES REPRESENTATIONS

         Each person exercising a stock option granted under the Plan may be
required by the Company to provide such representations in writing as the
Company may deem necessary to comply with applicable federal and state
securities laws.

11.      REVIEW OF REFUSAL TO HONOR EXERCISE

         If the Committee shall refuse to honor all or part of the exercise of
a stock option, the Committee shall notify the exercising participant in
writing of the refusal to honor the exercise and the reasons for the refusal,
citing any provisions of the Plan or stock option agreement on which the
refusal to honor was based. The written notice of refusal to honor shall also
inform the exercising participant that he or she has the right to appeal the
refusal within 60 days after receipt by the exercising participant of the
written notification of refusal to honor. A request for review must be
delivered by the exercising participant in writing to the Committee at the
address given in the notice of denial. Within 60 days after receipt of a
written request for review properly made by an exercising participant, the
Committee shall make a decision on the request and may, in its discretion,
afford the exercising participant a personal hearing.  The decision of the
Committee shall be delivered to the exercising participant in writing and shall
include specific reasons for the decision, citing any provisions of the Plan or
applicable agreement on which the decision was based. The decision rendered by
the Committee shall be final and conclusive.

12.      TAX MATTERS

         The Company shall withhold such amounts from any payments made to a
participant (whether under this Plan or otherwise) and to deduct such amounts
from income as are necessary or desirable to ensure compliance, insofar as the
stock options are concerned, with applicable federal, state, and local tax laws
and to ensure that the Company may properly deduct all amounts deemed to be
compensation under applicable federal, state and local tax laws arising in
connection with the stock options.

13.      EFFECTIVE DATE OF THE PLAN

         The Plan shall be effective as of April 12, 1980.





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14.      AMENDMENTS

         The Board of Directors may at any time, without the consent of the
holders of stock options, alter, amend, revise, suspend, or discontinue the
Plan provided that such action shall not adversely affect stock options
previously granted under the Plan.

15.      APPLICATION OF FUNDS

         The proceeds received by the Company from the sale of Common Stock
pursuant to stock options will be used for general corporate purposes.

16.      NO OBLIGATION TO EXERCISE STOCK OPTION

         The grant of a stock option shall impose no obligation upon the holder
of the option to exercise such stock option.

17.      GOVERNMENT REGULATIONS

         Notwithstanding any of the provisions hereof, or of any stock option
granted hereunder, the obligation of the Company to sell and deliver shares
pursuant to the exercise of any stock option shall be subject to all applicable
laws, rules and regulations and to such approvals by any governmental agencies
or securities exchanges as may be required, and the holder of the stock option
hereby agrees that he will not exercise any stock option granted hereunder, and
that the Company will not be obligated to issue any shares under any such stock
option, if the exercise thereof or if the issuance of such shares shall
constitute a violation by such holder or the Company of any provision of any
law or regulation of any governmental authority.





Amended through July 23, 1992.





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                      AMENDMENT TO THE QUEST MEDICAL, INC.
                          DIRECTORS' STOCK OPTION PLAN


         This Amendment (this "Amendment") to the Quest Medical, Inc.
Directors' 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.

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

         "2.     ADMINISTRATION OF THE PLAN.

                 (a)      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 a committee of two or more
         Disinterested Directors appointed by the Board (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 the Plan, 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 Subsection (b) below, 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 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





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         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.

                 (b)      While serving as a member of the Committee, such
         member shall not be eligible to receive Options to purchase Common
         Stock pursuant to this Plan or any other plan of the Corporation or
         any of its affiliates.

                 (c)      Notwithstanding Subsection (a) and Paragraph 14, to
         comply with Rule 16b-3, no amendment may be made without the approval
         of the shareholders of the Corporation by the affirmative votes of the
         holders of a majority of the shares of Common Stock then issued and
         outstanding, which amendment would materially (i) increase the
         benefits accruing to the individuals participating in the Plan, (ii)
         increase the number of securities which may be issued under the Plan,
         other than in accordance with Paragraph 8 hereof, or (iii) modify the
         requirements as to eligibility for participation in the Plan."

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 II
                                        F. Robert Merrill III
                                        Secretary





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