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                                                                    EXHIBIT 20.2


                                August 30, 1995



Dear Shareholder:

     Your Board of Directors has voted to redeem the outstanding rights issued
under the Shareholder's Rights Plan adopted in 1989, and has adopted a new
shareholders' rights plan.  You will be receiving a check for the redemption of
your existing rights at $0.01 per right (or for each share of Quest Medical,
Inc. Common Stock) you beneficially owned at September 12, 1996 (the "Record
Date").  The payment of the redemption price will occur on September 27, 1997.
In addition, the Board has approved a dividend distribution of one new Common
Stock purchase right (a "Right") for each share of Quest Medical Common Stock
outstanding as of the Record Date.  Under the new plan, each shareholder of
record as of that date will receive one Right for each share of Common Stock
held.  Initially, the Rights will not be exercisable and will automatically
trade with the Common Stock.  Therefore, separate Rights certificates will not
be sent to you at this time.

     Upon becoming exercisable, each Right entitles the holder to purchase one
share of Quest Medical Common Stock for $30.00.  The plan and the Rights are
described in more detail in the attached Summary of Rights to Purchase Shares
of Quest Medical, Inc. Common Stock.

     Your Board of Directors is taking these actions to replace the old plan
(which was already scheduled to expire in 1999) to implement a number of
innovations that have developed over the last several years to ensure that the
plan will have its intended effect of enhancing shareholder value.  Under the
old plan, the rights gave shareholders the ability to purchase only one-half of
a share of the Company's Common Stock, and thus provided less protection from a
coercive takeover effort.  Other aspects of the old plan were, in the Board's
judgment, outmoded or outdated.  Your Board of Directors has designed the new
Plan to require that any potential acquirer seeking to obtain control of Quest
Medical treat all Quest Medical shareholders fairly and equally and to deter
the use of coercive takeover tactics.

     The Board has been considering adopting a new plan for several weeks.
Just recently, a Quest Medical shareholder urged the Board to put the company
up for sale or seek a merger partner.  The Board has since stated publicly that
the Company is not for sale.  In the event of an unsolicited offer, however,
the Board believes that the new Plan will enable it to take the necessary time
to evaluate the proposal and to make sure that shareholder value is enhanced.
The Board is not aware of any actual effort to acquire control of Quest Medical
and the new Plan is not being adopted in response to the shareholder's
recommendation or any other specific event.  We believe that the current market
and economic environment make the redemption of the existing rights and the
adoption of the new Plan prudent steps to take at this time.

     The new Plan and the Rights will not in any way affect Quest Medical's
financial strength or interfere with its ongoing business plans.  The dividend
of the new Rights are not currently taxable to Quest Medical or its
shareholders.  The distribution will not dilute your holdings or Quest
Medical's reported earnings per share in any manner, nor will it change the way
Quest Medical's Common Stock is traded.



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     The Board of Directors firmly believes the shareholders' rights plan is in
the best interest of Quest Medical and its shareholders.  If you have any
questions, we invite you to call Mr. F. Robert Merrill III at (214) 390-9800
ext. 204.


                                        Sincerely,


                                        /s/  Richard A. Gilleland

                                        Richard A. Gilleland
                                        Chairman of the Board

RAG/grs
Attachment



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                                                                       Exhibit B
                                                             to Rights Agreement

                        SUMMARY OF RIGHTS TO PURCHASE
                 SHARES OF QUEST MEDICAL, INC. COMMON STOCK


     On August 26, 1996, the Board of Directors of Quest Medical, Inc. (the
"Company") declared a dividend of one common share purchase right (a "Right")
for each outstanding share of common stock, $0.05 par value (the "Common
Shares"), of the Company.  The dividend was made to the shareholders of record
at the close of business on September 12, 1996 (the "Record Date").  Each Right
entitles the registered holder to purchase from the Company one share of Common
Stock, par value $0.05 per share (the "Common Shares"), of the Company, at a
price of $30.00 (the "Purchase Price"), subject to adjustment.  The description
and terms of the Rights are set forth in a Rights Agreement dated as of August
30, 1996 (the "Rights Agreement") between the Company and KeyCorp Shareholder
Services, Inc. as Rights Agent (the "Rights Agent").

     Until the earlier to occur of (i) ten Business Days following a public
announcement that a person or group of affiliated or associated persons has
acquired, or obtained the right to acquire, beneficial ownership of 15% or more
of the outstanding Common Shares (an "Acquiring Person") or (ii) ten Business
Days following the commencement of, or announcement of an intention to make, a
tender offer or exchange offer, the consummation of which would result in the
beneficial ownership by a person or group of 20% or more of such outstanding
Common Shares (the earlier of such dates being the "Distribution Date"), the
Rights will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a copy
of this Summary of Rights attached to the certificate.

     The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares.  Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference.  Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding even without such notation or a copy of this Summary
of Rights being attached to such Certificate, will also constitute the transfer
of the Rights associated with the Common Shares represented by such
certificate.  As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.

     The Rights are not exercisable until the Distribution Date.  The Rights
will expire on September 12, 2006 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed by
the Company, in each case, as described below.

     The Purchase Price payable and the number of Common Shares or other
securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination, or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights
or warrants to subscribe for or purchase Common Shares at a price or securities
convertible into Common Shares with a conversion price less than the then
current market price of the Common Shares; or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness or assets or of
subscription rights or warrants (other than those referred to above).

     In the event that any person or entity becomes an Acquiring Person (the
beneficial owner of 15% or more of the Common Shares), provision will be made
so that each holder of a Right, other than Rights


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beneficially owned by the Acquiring Person (which will then be void), will have
the right to  receive upon exercise that number of Common Shares having a
market value of two times the applicable exercise price of the Right.

     The Rights Agreement excludes from the definition of Acquiring Person,
Persons who certify to the Company that they inadvertently acquired in excess
of 14.9% of the outstanding Common Shares and thereafter divest such excess
Common Shares or who acquire 15% or more of the Common Shares in a Permitted
Transaction.  A "Permitted Transaction" is a stock acquisition or tender or
exchange offer pursuant to a definitive agreement which would result in a
person beneficially owning 15% or more of the Common Shares and which has been
approved by the Board of Directors (including a majority of the Directors not
in association with an Acquiring Person) prior to the execution of the
agreement or the public announcement of the offer.

     In the event that the Company is acquired in a merger or other business
combination transaction, or 50% or more of its consolidated assets or earning
power are sold, proper provisions will be made so that each holder of a Right
will have the right to receive, upon the exercise of the Right at the then
applicable exercise price, that number of shares of common stock of the
acquiring company that at the time of such transaction will have a market value
of two times the applicable exercise price of the Right.

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.  No fractional Common Shares will be issued and, in lieu
of such fractional shares, an adjustment in cash will be made based on the
market price of the Common Shares on the last trading day prior to the date of
exercise.

     After a person becomes an Acquiring Person, the Company's Board of
Directors may exchange the Rights, other than those Rights owned by the
Acquiring Person, in whole or in part, at an exchange ratio of one share of
Common Stock per Right, subject to adjustment.  However, the Board of Directors
cannot conduct an exchange at any time after any Person, together with its
Affiliates and Associates, becomes the Beneficial Owner of 50% or more of the
outstanding Common Stock.

     At any time prior to any Person becoming an Acquiring Person, a Requisite
Majority may redeem the Rights in whole, but not in part, at a price of $0.01
per Right (the "Redemption Price").  In addition, the Board of Directors may
extend or reduce the period during which the Rights are redeemable, so long as
the Rights are redeemable at the time of such extension or reduction.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.

     The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an
amendment to extend the Final Expiration Date, except that from and after the
date any Person becomes an Acquiring Person, no such amendment may adversely
affect the economic interests of the holders of the Rights.

     Until a Right is exercised, the holder of the Right, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote, or to receive dividends.




