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                                                                    EXHIBIT 10.7

                              QUEST MEDICAL, INC.
                             1995 STOCK OPTION PLAN


         1.      Purpose of the Plan.  This Plan shall be known as the Quest
Medical, Inc. 1995 Stock Option Plan.  The purpose of the Plan is to attract
and retain the best available personnel for positions of substantial
responsibility and to provide incentives to such personnel to promote the
success of the business of Quest Medical, Inc. and its subsidiaries.

         Certain options granted under this Plan are intended to qualify as
"incentive stock options" pursuant to Section 422 of the Internal Revenue Code
of 1986, as amended from time to time, while certain other options granted
under the Plan will constitute nonqualified options.

         2.      Definitions.  As used herein, the following definitions shall
apply:

                 (a)      "Board" shall mean the Board of Directors of the
Corporation.

                 (b)      "Common Stock" shall mean the Common Stock, $.05 par
         value per share, of the Corporation.  Except as otherwise provided
         herein, all Common Stock issued pursuant to the Plan shall have the
         same rights as all other issued and outstanding shares of Common
         Stock, including but not limited to voting rights, the right to
         dividends, if declared and paid, and the right to pro rata
         distributions of the Corporation's assets in the event of liquidation.

                 (c)      "Code" shall mean the Internal Revenue Code of 1986,
         as amended from time to time.

                 (d)      "Committee" shall mean the committee described in
         Section 18 that administers the Plan.

                 (e)      "Corporation" shall mean Quest Medical, Inc., a Texas
         corporation.

                 (f)      "Date of Grant" shall mean the date on which an
         Option is granted pursuant to this Plan or, if the Committee so
         determines, the date specified by the Committee as the date the award
         is to be effective.

                 (g)      "Disinterested Director" shall mean a director who is
         not, during the one year prior to service as an administrator of the
         Plan, 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
         Exchange Act).

                 (h)      "Employee" shall mean any officer or other key
         employee of the Corporation or one of its Subsidiaries (including any
         director who is also an officer or key employee of the Corporation or
         one of its Subsidiaries).




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                 (i)      "Exchange Act" shall mean the Securities Exchange Act
         of 1934, as amended.

                 (j)      "Fair Market Value" shall mean the closing sale price
         (or average of the quoted closing bid and asked prices if there is no
         closing sale price reported) of the Common Stock on the date specified
         as reported by NASDAQ or by the principal national stock exchange on
         which the Common Stock is then listed.  If there is no reported price
         information for the Common Stock, the Fair Market Value will be
         determined by the Committee, in its sole discretion.  In making such
         determination, the Committee may, but shall not be obligated to,
         commission and rely upon an independent appraisal of the Common Stock.

                 (k)      "Nonqualified Option" shall mean any Option that is
         not a Qualified Option.

                 (l)      "Option" shall mean a stock option granted pursuant
         to Section 6 of this Plan.

                 (m)      "Optionee" and "Participant" shall each mean an
         individual who receives an Option pursuant to this Plan.

                 (n)      "Plan" shall mean the Quest Medical, Inc. 1995 Stock
         Option Plan, as amended from time to time.

                 (o)      "Qualified Option" shall mean any Option that is
         intended to qualify as an "incentive stock option" within the meaning
         of Section 422 of the Code.

                 (p)      "Rule 16b-3" shall mean Rule 16b-3 of the rules and
         regulations under the Exchange Act as Rule 16b-3 may be amended from
         time to time and any successor provisions to Rule 16b-3 under the
         Exchange Act.

                 (q)      "Subsidiary" shall mean any now existing or
         hereinafter organized or acquired company of which more than fifty
         percent (50%) of the issued and outstanding voting stock is owned or
         controlled directly or indirectly by the Corporation or through one or
         more Subsidiaries of the Corporation.

         3.      Term of Plan.  The Plan was adopted by the Board effective as
of March 30, 1995 and, to qualify for the benefits of Rule 16b-3 and to permit
the granting of Qualified Options under the Code, will be submitted for
approval by 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.  The Plan shall continue in effect until terminated pursuant to
Section 18(a).

         4.      Shares Subject to the Plan.  Subject to adjustment as provided
in Section 17 hereof, the aggregate number of shares of Common Stock issuable
upon the exercise of Options





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pursuant to this Plan shall be 250,000 shares; provided, however, that on
January 1 of each year (commencing on January 1, 1996), the aggregate number of
shares of Common Stock then issuable upon the exercise of Options shall be
increased by the same percentage that the total number of issued and
outstanding shares of Common Stock increased from the preceding January 1 to
the following December 31 (if such percentage is positive).  For example, if
the total number of issued and outstanding shares of Common Stock on January 1,
1996 were 5,000,000, the total number of issued and outstanding shares of the
Corporation on  December 31, 1996 were 5,500,000, and the aggregate number of
shares of Common Stock then issuable upon the exercise of Options pursuant to
this Plan were 250,000, the aggregate number of shares of Common Stock issuable
under the Plan effective January 1, 1997 would be 275,000 (a 10% increase).
Shares issuable upon the exercise of Options may either be authorized but
unissued shares or treasury shares.  The Corporation shall, during the term of
this Plan, reserve and keep available a number of shares of Common Stock
sufficient to satisfy the requirements of the Plan.  If an Option should expire
or become unexercisable for any reason without having been exercised in full,
then the shares that were subject thereto shall, unless the Plan shall have
terminated, become immediately available for the grant of additional Options
under this Plan, subject to the limitations set forth above.  In addition, for
purposes of calculating the aggregate number of shares that may be issued under
this Plan, only the net shares issued (including the shares, if any, withheld
for tax withholding requirements) shall be counted when shares of Common Stock
are used as full or partial payment for shares issued upon exercise of a
Qualified Option or a Nonqualified Stock Option.  Shares tendered by a
Participant as payment for shares issued upon such exercise shall be available
for reissuance under the Plan.

         5.      Eligibility.  Qualified Options may be granted under Section 6
of the Plan to such Employees of the Corporation or its Subsidiaries as shall
be determined by the Committee.  Nonqualified Options may be granted under
Section 6 of the Plan to such Employees of the Corporation or its Subsidiaries
as shall be determined by the Committee.  In connection with the granting of
Qualified Options, the aggregate Fair Market Value (determined at the Date of
Grant of a Qualified Option) of the shares with respect to which Qualified
Options are exercisable for the first time by an Optionee during any calendar
year (under all such plans of the Optionee's employer corporation and its
parent and subsidiary corporations as defined in Section 424(e) and (f) of the
Code, or a corporation or a parent or subsidiary corporation of such
corporation issuing or assuming an Option in a transaction to which Section
424(a) of the Code applies (collectively, such corporations described in this
sentence are hereinafter referred to as "Related Corporations")) shall not
exceed $100,000 or such other amount as from time to time provided in Section
422(d) of the Code or any successor provision.    In connection with the
granting of any Options under the Plan, the aggregate number of shares of
Common Stock issuable to any single Employee shall not exceed the number of
shares subject to the Plan referred to in Section 4.

         6.      Grant of Options.  The Committee shall determine the number of
shares of Common Stock to be offered from time to time pursuant to Options
granted hereunder and shall grant Options under the Plan.  The grant of Options
shall be evidenced by Option agreements containing such terms and provisions as
are approved by the Committee and executed on behalf of the Corporation by an
appropriate officer.





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         7.      Time of Grant of Options.  The date of grant of an Option
under the Plan shall be the date on which the Committee awards the Option or,
if the Committee so determines, the date specified by the Committee as the date
the award is to be effective.  Notice of the grant shall be given to each
Participant to whom an Option is granted promptly after the date of such grant.

         8.      Price.  The Option price for each share of Common Stock
subject to an Option (the "Exercise Price") granted pursuant to Section 6 of
the Plan shall be determined by the Committee at the Date of Grant; provided,
however, that (a) the Exercise Price for any Option shall not be less than 100%
of the Fair Market Value of the Common Stock at the Date of Grant, and (b) if
the Optionee owns on the Date of Grant more than 10 percent of the total
combined voting power of all classes of stock of the Corporation or its parent
or any of its subsidiaries, as more fully described in Section 422(b)(6) of the
Code or any successor provision (such shareholder is referred to herein as a
"10-Percent Stockholder"), the Exercise Price for any Qualified Option granted
to such Optionee shall not be less than 110% of the Fair Market Value of the
Common Stock at the Date of Grant.

         9.      Vesting.  Subject to Section 11 of this Plan, each Option
award under the Plan shall vest in accordance with the vesting provisions set
forth in the applicable Option agreement.  The Committee may, but shall not be
required to, permit acceleration of vesting upon any sale of the Corporation or
similar transaction.  A Participant's Option agreement may contain such
additional provisions with respect to vesting as the Committee shall specify.

         10.     Exercise.  A Participant may pay the Exercise Price of the
shares of Common Stock as to which an Option is being exercised by the delivery
of (a) cash, (b) check, (c) at the Committee's option, previously owned shares
of Common Stock having a Fair Market Value on the date immediately preceding
the exercise date equal to the Exercise Price or (d) at the Committee's option,
any other consideration that the Committee determines is consistent with the
Plan's purpose and applicable law.  If the shares to be purchased are covered
by an effective registration statement under the Securities Act of 1933, as
amended, any Option granted under the Plan may be exercised by a broker-dealer
acting on behalf of an Optionee if (a) the broker-dealer has received from the
Optionee or the Corporation a fully- and duly-endorsed agreement evidencing
such Option, together with instructions signed by the Optionee requesting the
Corporation to deliver the shares of Common Stock subject to such Option to the
broker-dealer on behalf of the Optionee and specifying the account into which
such shares should be deposited, (b) adequate provision has been made with
respect to the payment of any withholding taxes due upon such exercise, and (c)
the broker-dealer and the Optionee have otherwise complied with Section
220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision.

         11.     When Qualified Options May be Exercised.  No Qualified Option
shall be exercisable at any time after the expiration of ten (10) years from
the Date of Grant; provided, however, that if the Optionee with respect to a
Qualified Option is a 10-Percent Stockholder on the Date of Grant of such
Qualified Option, then such Option shall not be exercisable after the
expiration of five (5) years from its Date of Grant.  In addition, if an
Optionee of a Qualified Option ceases to be an employee of the Corporation or
any Related Corporation for any reason,





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such Optionee's vested Qualified Options shall not be exercisable after (a) 90
days following the date such Optionee ceases to be an employee of the
Corporation or any Related Corporation, if such cessation of service is not due
to the death or permanent and total disability (within the meaning of Section
22(e)(3) of the Code) of the Optionee, or (b) twelve months following the date
such Optionee ceases to be an employee of the Corporation or any Related
Corporation, if such cessation of service is due to the death or permanent and
total disability (as defined above) of the Optionee.  Upon the death of an
Optionee, any vested Qualified Option exercisable on the date of death may be
exercised by the Optionee's estate or by a person who acquires the right to
exercise such Qualified Option by bequest or  inheritance or by reason of the
death of the Optionee, provided that such exercise occurs within both the
remaining option term of the Qualified Option and twelve months after the date
of the Optionee's death.  This Section 11 only provides the outer limits of
allowable exercise dates with respect to Qualified Options; the Committee may
determine that the exercise period for a Qualified Option shall have a shorter
duration than as specified above.

         12.     Option Financing.  Upon the exercise of any Option granted
under the Plan, the Corporation may, but shall not be required to, make
financing available to the Participant for the purchase of shares of Common
Stock pursuant to such Option on such terms as the Committee shall specify.

         13.     Withholding of Taxes.  The Committee shall make such
provisions and take such steps as it may deem necessary or appropriate for the
withholding of any taxes that the Corporation is required by any law or
regulation of any governmental authority to withhold in connection with any
Option including, but not limited to, withholding the issuance of all or any
portion of the shares of Common Stock subject to such Option until the
Participant reimburses the Corporation for the amount it is required to
withhold with respect to such taxes, cancelling any portion of such issuance in
an amount sufficient to reimburse the Corporation for the amount it is required
to withhold or taking any other action reasonably required to satisfy the
Corporation's withholding obligation.

         14.     Conditions Upon Issuance of Shares.  The Corporation shall not
be obligated to sell or issue any shares upon the exercise of any Option
granted under the Plan unless the issuance and delivery of shares shall comply
with all provisions of applicable federal and state securities laws and the
requirements of NASDAQ or any stock exchange upon which shares of the Common
Stock may then be listed.

                 As a condition to the exercise of an Option, the Corporation
may require the person exercising the Option to make such representations and
warranties as may be necessary to assure the availability of an exemption from
the registration requirements of applicable federal and state securities laws.

                 The Corporation shall not be liable for refusing to sell or
issue any shares covered by any Option if the Corporation cannot obtain
authority from the appropriate regulatory bodies deemed by the Corporation to
be necessary to lawfully sell or issue such shares.  In addition, the





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Corporation shall have no obligation to any Participant, express or implied, to
list, register or otherwise qualify the shares of Common Stock covered by any
Option.

                 No Participant will be, or will be deemed to be, a holder of
any Common Stock subject to an Option unless and until such Participant has
exercised his or her Option and paid the purchase price for the subject shares
of Common Stock.  Each Option under this Plan shall be transferable only by
will or the laws of descent and distribution and shall be exercisable during
the Participant's lifetime only by such Participant.

                 Any Common Stock issued pursuant to the exercise of an Option
to a person who would be deemed an officer or director of the Corporation under
Rule 16b-3 shall not be transferred until at least six months have elapsed from
the Date of Grant to the date of disposition of the Common Stock.

         15.     Restrictions on Shares.  Shares of Common Stock issued
pursuant to the Plan shall be subject to restrictions on transfer under
applicable federal and state securities laws.  The Board may impose such
additional restrictions on the ownership and transfer of shares of Common Stock
issued pursuant to the Plan as it deems desirable; any such restrictions shall
be set forth in any Option agreement entered into hereunder.

         16.     Modification of Options.  At any time and from time to time,
the Committee may execute an instrument providing for modification, extension
or renewal of any outstanding Option, provided that no such modification,
extension or renewal shall impair the Option without the consent of the holder
of the Option or conflict with the provisions of Rule 16b-3.  Notwithstanding
the foregoing, (a) in the event of such a modification, substitution, extension
or renewal of a Qualified Option, the Committee may increase the exercise price
of such Option if necessary to retain the qualified status of such Option, and
(b) the Committee may, in its discretion and without the holder's consent,
convert any Qualified Option into a Nonqualified Option.

         17.     Effect of Change in Stock Subject to the Plan.  In the event
that each of the outstanding shares of Common Stock (other than shares held by
dissenting stockholders) shall be changed into or exchanged for a different
number or kind of shares of stock of the Corporation or of another corporation
(whether by reason of merger, consolidation, recapitalization,
reclassification, split-up, combination of shares or otherwise), or in the
event a stock split or stock dividend shall have occurred, then the Corporation
may either (a) substitute for each share of Common Stock then subject to
Options or available for Options the number and kind of shares of stock into
which each outstanding share of Common Stock (other than shares held by
dissenting stockholders) shall be so changed or exchanged, or the number of
shares of Common Stock as is equitably required in the event of a stock split
or stock dividend, together with an appropriate adjustment of the Exercise
Price, or (b) cancel all such Options as of the effective date of any merger,
consolidation, recapitalization, reclassification, split-up or combination of
shares by giving written notice to each holder thereof or his personal
representatives of its intention to do so and by permitting the exercise of all
such Options, without regard to determinations of periods or installments of
exercisability during the thirty (30) day period





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immediately preceding such effective date.  The Committee may, but shall not be
required to, provide additional anti-dilution protection to a Participant under
the terms of the Participant's Option agreement or otherwise.

         18.     Administration.

                 (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 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").
         Options may be granted under Sections 6 and 7, 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 Section 18(b) 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 (subject to Section 18(d)); 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
         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)      Members of the Committee shall be specified by the
         Board, and shall consist solely of Disinterested Directors.
         Disinterested Directors shall not be eligible to receive Options to
         purchase Common Stock pursuant to Section 6 of this Plan.

                 (c)      Notwithstanding Section 18(a), 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 Participants, (ii) increase the number of
         securities which may be issued under the Plan, other than in
         accordance with Section 17 hereof, or (iii) modify the requirements as
         to eligibility for participation in the Plan.

                 (d)      Although the Committee may suspend or discontinue the
         Plan at any time, all Qualified Options must be granted within ten
         (10) years from the effective date of the





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         Plan or the date the Plan is approved by the shareholders of the
         Corporation, whichever is earlier.

         19.     Continued Employment Not Presumed.  Nothing in this Plan or
any document describing it nor the grant of any Option shall give any
Participant the right to continue in the employment of the Corporation or
affect the right of the Corporation to terminate the employment of any such
person with or without cause.

         20.     Liability of the Corporation.  Neither the Corporation, its
directors, officers or employees or the Committee, nor any Subsidiary which is
in existence or hereafter comes into existence, shall be liable to any
Participant or other person if it is determined for any reason by the Internal
Revenue Service or any court having jurisdiction that any Qualified Option
granted hereunder does not qualify for tax treatment as an incentive stock
option under Section 422 of the Code.

         21.     GOVERNING LAW.  THE PLAN SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF STATE OF TEXAS AND THE UNITED STATES, AS
APPLICABLE, WITHOUT REFERENCE TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

         22.     Severability of Provisions.  If any provision of this Plan is
determined to be invalid, illegal or unenforceable, such invalidity, illegality
or unenforceability shall not affect the remaining provisions of the Plan, but
such invalid, illegal or unenforceable provision shall be fully severable, and
the Plan shall be construed and enforced as if such provision had never been
inserted herein.





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