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                                  EXHIBIT 4.4

                              QUEST MEDICAL, INC.
                         SALES AND MARKETING EMPLOYEES
                               STOCK OPTION PLAN

    1.       Purpose of the Plan.  This Plan shall be known as the Quest
Medical, Inc. Sales and Marketing Employees 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.

             The options granted under this Plan are not intended to qualify as
"incentive stock options" under the Internal Revenue Code of 1986, as amended
from time to time.

    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)     "Committee" shall mean the committee described in Section
    17 that administers the Plan.

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

             (e)     "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.

             (f)     "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.

             (g)     "Employee" shall mean any officer or other key employee of
    the Corporation or one of its Subsidiaries.

             (h)     "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





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    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.

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

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

             (k)     "Plan" shall mean the Quest Medical, Inc. Sales and
    Marketing Stock Option Plan, as amended from time to time.

             (l)     "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 to be effective
as of December 8, 1994.  The Plan shall continue in effect until terminated
pursuant to Section 17(a).

    4.       Shares Subject to the Plan.  Subject to adjustment as provided in
Section 16 hereof, the aggregate number of shares of Common Stock issuable upon
the exercise of Options pursuant to this Plan shall be 25,000 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 25,000, the aggregate number of shares of
Common Stock issuable under the Plan effective January 1, 1997 would be 27,500
(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 an Option.  Shares tendered by





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a Participant as payment for shares issued upon such exercise shall be
available for reissuance under the Plan.

    5.       Eligibility.  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.

    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.

    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 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.

    9.       Vesting.  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.





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    11.      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.

    12.      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.

    13.      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 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.

    14.      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.





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    15.      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.

    16.      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 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.

    17.      Administration.

             (a)     Notwithstanding anything to the contrary herein,  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
    Section 6 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 17(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; 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





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    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.

    18.      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.

    19.      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.

    20.      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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