MTMD Microtek Medical Hldgs (MM)

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held November 9, 2007

To Our Shareholders:

The special meeting of shareholders of Microtek Medical Holdings, Inc., a Georgia corporation (“Microtek”), will be held on November 9, 2007, at 11:00 a.m., local time, at Microtek’s headquarters located at its offices, 13000 Deerfield Parkway, Suite 300, Alpharetta, GA 30004, for the following purposes:

Only holders of Microtek common stock as of the close of business on September 12, 2007 are entitled to notice of the special meeting and to vote at the special meeting and at any adjournment or postponement thereof.

You are cordially invited to attend the special meeting in person.

The board of directors (other than Dan R. Lee, President and Chief Executive Officer of Microtek, who abstained, but who recorded his support) has unanimously approved and declared advisable the merger agreement and the proposed merger, determined that the terms of the merger are advisable and in the best interests of Microtek and its shareholders and recommended that Microtek’s shareholders adopt or approve the merger agreement. The board of directors recommends that you vote “FOR” the approval of the merger agreement, which includes approval of the merger. The board of directors also recommends that you vote “FOR” the approval of any adjournment or postponement of the special meeting.

Your vote is important, regardless of the number of shares of Microtek common stock you own. The approval of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Microtek common stock entitled to vote at the special meeting. Your failure to vote will have the same effect as a vote against the approval of the merger agreement. The proposal to adjourn or postpone the special meeting if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the merger agreement requires the affirmative vote of a majority of the shares present and entitled to vote on the adjournment or postponement proposal, whether or not a quorum is present.

Shareholders of Microtek who do not vote in favor of the approval of the merger agreement will have the right to dissent from the merger and to obtain payment of the fair value of their shares, if the merger is completed, but only if they comply with Sections 14-2-1301 through 14-2-1332 of the Georgia Business Corporation Code, a copy of which is included as Annex C to the accompanying proxy statement.

Shareholders should not return their share certificates with the enclosed proxy card, and they should not forward their share certificates to the paying agent without a letter of transmittal.

By Order of the Board of Directors,

Roger G. Wilson, Secretary

Alpharetta, Georgia

October 8, 2007

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the merger, the special meeting of shareholders and the effect of the merger on the holders of our common stock. These questions and answers may not include all of the information that is important to you. We urge you to read carefully this entire document, including the annexes and the other documents to which we have referred you.

Unless we otherwise indicate or unless the context requires otherwise, all references in this document to “Microtek,” the “Company,” “we,” “our,” “ours,” and “us” refer to Microtek Medical Holdings, Inc. and its subsidiaries; all references to “Ecolab” refer to Ecolab Inc.; all references to “Merger Sub” refer to Magic Acquisition Inc., a wholly-owned subsidiary of Ecolab; all references to “merger agreement” refer to the Merger Agreement, dated August 7, 2007, by and among Microtek, Ecolab and Merger Sub, a copy of which is attached as Annex A to this proxy statement, as it may be amended from time to time; and all references to the “merger” refer to the merger contemplated by the merger agreement.

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“FOR” the proposal to approve the merger agreement; and

“FOR” the proposal to adjourn or postpone the special meeting if necessary or appropriate to solicit further proxies.

The methods of voting that are available to you and instructions on how to vote your proxy in that manner will be explained in the instructions included with your proxy card or in materials you receive from your broker or other nominee.

If you hold shares in street name through a broker, bank or other nominee, you may vote those shares in person at the meeting only if you obtain and bring with you a signed proxy from the broker, referred to as a “broker’s proxy,” giving you the right to vote the shares. To do this, you should contact your broker or nominee.

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The affirmative vote of a majority of the shares of our common stock outstanding at the close of business on the record date is required to approve the merger agreement. As a result, abstentions, non-votes, and broker non-votes on the proposal to approve the merger agreement will have the same effect as a vote “AGAINST” the merger.

The affirmative vote of a majority of the shares present and entitled to vote on the adjournment or postponement proposal, whether or not a quorum is present, is required to approve the proposal to adjourn or postpone the special meeting. As a result, abstentions on the proposal to adjourn or postpone the special meeting will have the same effect as a vote “AGAINST” that proposal, while non-votes and broker non-votes on the proposal to adjourn or postpone the special meeting will have NO EFFECT on that proposal.

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If your broker holds your shares, you may also call your broker for additional information.

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SUMMARY TERM SHEET

This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you. You should carefully read this entire document and the other documents to which this document refers you or that are incorporated by reference in order to understand fully the merger. See “WHERE YOU CAN FIND MORE INFORMATION.” Microtek encourages you to read the merger agreement as it is the principal legal document that governs the merger. The merger agreement is attached as Annex A to this proxy statement and is incorporated by reference herein. Page references are included in parentheses below to direct you to a more detailed description in this proxy statement of the topics presented in this summary.

The Parties to the Merger (Page 13)

Microtek Medical Holdings, Inc.

13000 Deerfield Parkway, Suite 300

Alpharetta, Georgia 30004

Telephone: (678) 896-4400

Microtek is a manufacturer and supplier of product solutions for patient care, occupational safety and management of infectious and hazardous waste for the healthcare industry. Microtek offers an extensive line of infection control, fluid control and safety products, such as disposable equipment and patient drapes, which are marketed to healthcare professionals through multiple channels, including direct sales, original equipment manufacturers and private label arrangements. Microtek is incorporated in Georgia and is headquartered in Alpharetta, Georgia, and operates worldwide.

Ecolab Inc.

370 Wabasha Street North

St. Paul, Minnesota 55102-1390

Telephone: (651) 293-2233

Ecolab is engaged in the development and marketing of premium products and services for the hospitality, institutional and industrial (including healthcare) markets. Ecolab provides cleaning, sanitizing, pest elimination, maintenance and repair products, systems and services primarily to hotels and restaurants, foodservice, healthcare and educational facilities, quick-service (fast food and other convenience store) units, grocery stores, commercial and institutional laundries, light industry, dairy plants and farms, food and beverage processors, pharmaceutical and cosmetics facilities and the vehicle wash industry. Ecolab is incorporated in Delaware and is headquartered in St. Paul, Minnesota, and operates worldwide.

Magic Acquisition Inc.

c/o Ecolab Inc.

370 Wabasha Street North

St. Paul, Minnesota 55102-1390

Telephone: (651) 293-2233

Merger Sub is a Georgia corporation and a wholly-owned subsidiary of Ecolab. Merger Sub was organized solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement. It has not conducted any activities to date other than activities incidental to its formation and in connection with the transactions contemplated by the merger agreement.

The Special Meeting (Page 14)

Time, Place and Purpose of the Special Meeting (Page 14)

The special meeting is scheduled to be held on November 9, 2007, starting at 11:00 a.m., local time, at Microtek’s headquarters, 13000 Deerfield Parkway, Suite 300, Alpharetta, Georgia 30004. You will be asked to

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consider and vote upon approval of the merger agreement. The merger agreement provides that Merger Sub will be merged with and into Microtek, and each outstanding share of Microtek’s common stock (other than shares held in the treasury of Microtek or owned by Merger Sub, Ecolab or any subsidiary of Microtek and other than shares held by a shareholder who properly exercises dissenters’ rights with respect to the merger) will be converted into the right to receive $6.30 in cash, without interest. You will be asked to approve the adjournment or postponement of the special meeting if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the merger agreement.

Record Date; Quorum and Voting Power (Page 14)

You are entitled to vote at the special meeting if you owned shares of Microtek’s common stock at the close of business on September 12, 2007, the record date for the special meeting. You will have one vote for each share of Microtek’s common stock that you owned on that date. As of the close of business on the record date, there were 43,646,947 shares of Microtek’s common stock entitled to be voted.

Required Vote; Abstentions; Broker Non-Votes (Page 15)

The affirmative vote of a majority of the shares of our common stock outstanding at the close of business on the record date is required to approve the merger agreement. As a result, abstentions, non-votes, and broker non-votes on the proposal to approve the merger agreement will have the same effect as a vote “AGAINST” the merger. Holders of approximately 1.35% of our outstanding common stock on the record date have indicated that they intend to vote their shares in favor of the merger.

The affirmative vote of a majority of the shares present and entitled to vote on the adjournment or postponement proposal, whether or not a quorum is present, is required to approve the proposal to adjourn or postpone the special meeting. As a result, abstentions on the proposal to adjourn or postpone the special meeting will have the same effect as a vote “AGAINST” that proposal, while non-votes and broker non-votes on the proposal to adjourn or postpone the special meeting will have NO EFFECT on that proposal.

Voting by Directors and Executive Officers (Page 15)

As of September 12, 2007, the record date for the special meeting, the directors and current executive officers of Microtek beneficially owned (excluding options to purchase shares of common stock) and were entitled to vote at the special meeting, or shared the right to vote at the special meeting, approximately 1.35% of the shares of Microtek common stock. Each director and current executive officer of Microtek has advised us that they plan to vote all of their shares of Microtek common stock in favor of the approval of the merger agreement.

Voting; Proxies; Revocation (Page 15)

Any Microtek shareholder of record entitled to vote may, if permitted by his or her broker, submit a proxy by the Internet or by telephone, or by returning the enclosed proxy by mail or may vote in person by appearing at the special meeting. If your shares are held in “street name” by your broker, you should instruct your broker on how to vote your shares using the instructions provided by your broker.

Any Microtek shareholder of record who executes and returns a proxy may revoke the proxy at any time before it is voted in any one of the following three ways:

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Simply attending the special meeting will not constitute revocation of a proxy. If you have instructed your broker to vote your shares, the above-described options for revoking your proxy do not apply and instead you must follow the directions provided by your broker to change these instructions.

Solicitation Of Proxies (Page 16)

Microtek will pay the cost of this proxy solicitation. Microtek will, on request, reimburse shareholders who are brokers, banks or other nominees for their reasonable expenses in sending proxy materials to the beneficial owners of the shares they hold of record. In addition to soliciting proxies by mail, Microtek and/or its directors, officers and employees may also solicit them in person or by telephone, e-mail, facsimile or other electronic means of communication. No additional amounts will be paid for the solicitation of proxies by our directors, officers or employees. Microtek has retained a proxy solicitor, Georgeson Inc., and will pay the proxy solicitor customary compensation estimated to be approximately $12,000, plus per call fees and reimbursement of expenses. The Company may retain or appoint other representatives from time to time to solicit proxies.

Certain Effects of the Merger (Page 30)

You are being asked to vote to approve a merger agreement providing for the acquisition of Microtek by Ecolab. If the merger agreement is adopted by the Company’s shareholders and the other conditions to closing are satisfied, Merger Sub, a wholly-owned subsidiary of Ecolab, will be merged with and into Microtek, with Microtek continuing as the surviving corporation and a wholly-owned subsidiary of Ecolab. Upon completion of the merger, the Company’s common stock will be converted into the right to receive $6.30 per share, without interest and less any required withholding taxes. Microtek will no longer be a publicly traded company, and you will cease to have any ownership interest in the Company and will not participate in any future earnings and growth of the Company. We have attached the merger agreement as Annex A to this proxy statement. We encourage you to read the merger agreement in its entirety because it is a legal document that governs the merger.

Purpose and Structure of the Merger (Page 30)

The principal purposes of the merger are to provide you with an opportunity to receive an immediate cash payment for your Microtek shares at a price that is at a premium over market prices immediately preceding our public announcement of the merger agreement, and to enable Ecolab to acquire Microtek. We are working toward completing the merger as soon as possible, and we anticipate that it will be completed in the fourth quarter of 2007, assuming satisfaction or waiver of all of the conditions to the merger. However, because the merger is subject to certain conditions, the exact timing of the merger and the likelihood of its completion cannot be predicted. If any of the conditions in the merger agreement is not satisfied, the merger transaction may terminate as a result.

Recommendation of the Board of Directors (Page 22)

The board of directors has determined that the terms of the merger agreement and the proposed merger are advisable and in the best interests of Microtek shareholders. The board of directors (other than Dan R. Lee, President and Chief Executive Officer of Microtek, who abstained, but who recorded his support) has unanimously approved the merger agreement and recommends that you vote “FOR” the approval of the merger agreement and “FOR” the approval of any proposal to adjourn or postpone the special meeting to a later date to solicit additional proxies in favor of the approval of the merger agreement if there are not sufficient votes for approval of the merger agreement.

Opinion of the Board of Directors’ Financial Advisor (Page 24 and Annex B)

On August 7, 2007, A.G. Edwards & Sons, Inc. (“Edwards”) delivered its written opinion to the board of directors that, as of August 7, 2007, and based upon and subject to the assumptions made, matters considered,

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qualifications and limitations set forth in the written opinion, the consideration of $6.30 per share in cash to be received by our shareholders pursuant to the merger was fair from a financial point of view to our shareholders. The opinion of Edwards is addressed to the Company’s board of directors, is directed only to the consideration to be paid in the merger, and does not constitute a recommendation as to how any of our shareholders should vote with respect to the merger agreement or whether our shareholders should exercise any dissenters’ rights with respect to the merger or any other matter. The full text of the written opinion of Edwards, which sets forth assumptions made, matters considered, qualifications and limitations on the review undertaken by Edwards, is attached to this proxy statement as Annex B and is incorporated into this proxy statement by reference. Shareholders are urged to read and should read the entire opinion carefully. Pursuant to the terms of the engagement letter with Edwards, the Company has agreed to pay Edwards a fee in connection with the issuance of their opinion and for serving as financial advisor to the board of directors. A significant portion of the fee is contingent on the consummation of the merger.

Material Federal Income Tax Consequences (Page 35)

The receipt of cash by a U.S. shareholder (as defined below in “Special Factors—Material Federal Income Tax Consequences”) of Microtek common stock in exchange for such U.S. shareholder’s shares of Microtek pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. The receipt of cash by a non-U.S. shareholder (as defined below in “Special Factors—Material Federal Income Tax Consequences”) of Microtek common stock in exchange for such non-U.S. shareholder’s shares of Microtek pursuant to the merger generally will not be subject to U.S. federal income tax. Because tax matters are complicated, we urge holders of Microtek common stock to consult their own tax advisors as to U.S. federal income tax consequences, as well as other federal, state, local and foreign tax consequences, applicable to them.

Interests of Microtek’s Directors and Executive Officers in the Merger (Page 31)

Generally, our directors and executive officers may have interests in the merger that are different from, or in addition to, your interests, including the following:

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Treatment of Stock Options (Page 39)

Each outstanding option to purchase common stock of Microtek will be canceled in exchange for the right to receive cash in the amount equal to the excess of $6.30 over the exercise price per share of any such option, multiplied by the number of shares of Microtek common stock covered by such option.

Regulatory Approvals (Page 37)

Under the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which is referred to in this proxy statement as the HSR Act, transactions such as the merger may not be completed until certain information has been submitted to the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, and the waiting period has been satisfied or terminated. That waiting period was terminated on September 10, 2007. The merger also requires foreign regulatory filings with, and approvals or clearances from, antitrust and other regulatory authorities, including Germany and Austria. The Company and Ecolab have received the required approval from Germany and Austria as of the date of this proxy statement.

Except as noted above with respect to the required filings and expiration of any applicable waiting periods imposed as part of that review under the HSR Act, the foreign regulatory requirements and necessary approvals, and the filing of a certificate of merger in Georgia at or before the effective time of the merger, we are unaware of any material federal, state or foreign regulatory requirements or approvals required for the execution of the merger agreement or the completion of the merger.

Payment for Shares (Page 39)

As soon as practicable after the merger becomes effective, a paying agent will mail a letter of transmittal and instructions to all Microtek shareholders telling them how to surrender their Microtek share certificates in exchange for the cash merger consideration, without interest. You should not return any share certificates you may hold with the enclosed proxy card, and you should not forward your share certificates to the paying agent without a letter of transmittal.

No Solicitation of Transactions (Page 44)

The merger agreement prohibits Microtek from soliciting and restricts Microtek’s ability to engage in discussions or negotiations with third parties regarding specified transactions involving Microtek. Under certain circumstances, Microtek’s board of directors may respond to an unsolicited bona fide, written proposal for an alternative acquisition proposal, change the recommendation of the board of directors with respect to the merger, or terminate the merger agreement and enter into an alternative acquisition agreement with respect to a superior proposal, so long as we comply with certain terms of the merger agreement.

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Conditions to the Merger (Page 48)

Microtek and Ecolab are not required to complete the merger unless a number of conditions are satisfied or have been waived, including customary conditions relating to Microtek shareholder approval, the expiration or termination of the waiting period under U.S., German and Austrian antitrust laws, the absence of legal restraints against the merger, the accuracy of representations and warranties, and the performance of pre-closing obligations. In addition, Ecolab is not required to complete the merger if certain governmental proceedings are pending or threatened or if, after August 7, 2007, Microtek suffers a Company Material Adverse Effect as that term is defined in the merger agreement.

Other than the conditions pertaining to the Company shareholder approval, the absence of governmental orders and the expiration or termination of the HSR Act waiting period and certain foreign antitrust laws, either the Company, on the one hand, or Ecolab and Merger Sub, on the other hand, may elect to waive conditions to their respective performance and complete the merger.

Termination (Page 49)

In addition to termination by mutual agreement, Microtek and Ecolab may terminate the merger agreement under a number of other circumstances, including failing to complete the merger by February 1, 2008, the existence of a governmental or legal restraint prohibiting the merger, failing to obtain Microtek shareholder approval, and following certain breaches of representations and warranties or obligations by the other party. The merger agreement may also be terminated at any time prior to the effective time of the merger in certain other circumstances, including, among others:

Fees, Expenses and Termination Fee (Page 50)

Generally, all fees and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will be paid by the party incurring such fee or expense, whether or not the merger is consummated. If the merger agreement is terminated under specified circumstances, including acceptance of a superior acquisition proposal, Microtek may be required to pay to Ecolab a $9.0 million termination fee.

Dissenters’ Rights (Page 51)

Microtek is a corporation organized under Georgia law. Under Article 13 of the Georgia Business Corporation Code, if you do not vote in favor of the merger agreement and the merger and instead follow the appropriate procedures for demanding and perfecting dissenters’ rights as described on pages 51 through 52 and in Annex C, you will receive a cash payment for the “fair value” of your shares of our common stock instead of

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the $6.30 per share merger consideration to be received by our shareholders in connection with the merger. The “fair value” of our common stock may be more than, less than or equal to the $6.30 merger consideration you would have received for each of your shares in the merger if you had not exercised your dissenters’ rights.

Generally, in order to exercise dissenters’ rights, among other things:

Merely voting against the merger agreement and the merger will not preserve your dissenters’ rights under Georgia law. Annex C to this proxy statement contains the Georgia statute relating to your dissenters’ rights. If you want to exercise your dissenters’ rights, please read and carefully follow the procedures described on pages 51 through 52 and in Annex C. Failure to take all of the steps required under Georgia law may result in the loss of your dissenters’ rights.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement, and many of the documents to which we refer you in this proxy statement, contain forward-looking statements based on estimates and assumptions. Forward-looking statements include information concerning possible or assumed future results of operations of Microtek, the expected completion and timing of the merger and other information relating to the merger. Forward-looking statements also include statements containing the words “believes,” “plans,” “expects,” “anticipates,” “intends,” “estimates” or other similar words or expressions. You should be aware that forward-looking statements involve significant known and unknown risks and uncertainties.

Except for the historical information contained herein, the matters discussed are forward-looking statements. These statements involve risks and uncertainties, such as low barriers to entry for competitive products could cause the Company to reduce the prices for its products or lose customers; large purchasers of the Company’s products regularly negotiate for reductions in prices for the Company’s products, which may reduce the Company’s profits; because a few distributors control much of the delivery of hospital supplies to hospitals, the Company relies significantly on these distributors in connection with the sale of the Company’s branded products; the Company’s relatively small sales and marketing force may place the Company at a competitive disadvantage to its competition; the Company’s contract manufacturing division relies upon a small number of customers, the loss of any of which could have a material adverse impact on the Company; the inability of the Company to complete acquisitions of businesses at an attractive cost could adversely affect the Company’s growth; if the Company is successful in acquiring businesses, the failure to successfully integrate those businesses could adversely affect the Company; the Company’s growing international operations subject the Company’s operating results to numerous additional risks; markets in which the Company competes are highly competitive, which may adversely affect the Company’s growth and operating results; the Company’s products are subject to extensive governmental regulations, compliance or non-compliance with which could adversely affect the Company; the Company’s strategies to protect its proprietary assets may be ineffective, allowing increased competition with the Company; fluctuations in the value of the dollar against foreign currencies have in the past and may in the future adversely affect the Company’s operating results; and the Company’s expenses for raw materials and product distribution are adversely affected by increases in the price for petroleum .

Risks and uncertainties related to the Company’s acquisition by Ecolab include the Company not being able to complete the proposed transaction and failure to obtain shareholder or other regulatory approvals or to satisfy other closing conditions, including the possibility of the occurrence of an event that could constitute a “Company Material Adverse Effect” as defined in the merger agreement. Additionally, the Company is subject to other risks and uncertainties set forth in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties could cause actual results to differ materially from any forward-looking statements made herein.

Microtek and its directors and officers and other members of management and employees are participants in the solicitation of proxies in respect of the merger. Information regarding Microtek’s directors and executive officers is detailed herein and in our proxy statement for our 2007 annual shareholders meeting filed with the SEC on April 19, 2007 and our annual report on Form 10-K filed with the SEC on March 16, 2007.

THE PARTIES TO THE MERGER

Microtek Medical Holdings, Inc.

Microtek, headquartered in Alpharetta, Georgia, is a manufacturer and supplier of product solutions for patient care, occupational safety and management of infectious and hazardous waste for the healthcare industry. Microtek offers an extensive line of infection control, fluid control and safety products, such as disposable equipment and patient drapes, which are marketed to healthcare professionals through multiple channels,

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including direct sales, original equipment manufacturers and private label arrangements. The business address of Microtek is 13000 Deerfield Parkway, Suite 300, Alpharetta, Georgia 30004 and its telephone number is (678) 896-4400.

If the merger agreement is approved and adopted by the Microtek shareholders at the special meeting and the merger is completed as contemplated, Microtek will continue its operations following the merger as a private company and wholly-owned subsidiary of Ecolab.

Ecolab Inc.

Ecolab, headquartered in St. Paul, Minnesota, is engaged in the development and marketing of premium products and services for the hospitality, institutional and industrial (including healthcare) markets. Ecolab provides cleaning, sanitizing, pest elimination, maintenance and repair products, systems and services primarily to hotels and restaurants, foodservice, healthcare and educational facilities, quick-service (fast food and other convenience store) units, grocery stores, commercial and institutional laundries, light industry, dairy plants and farms, food and beverage processors, pharmaceutical and cosmetics facilities and the vehicle wash industry. Ecolab is incorporated in Delaware and is headquartered in St. Paul, Minnesota, and operates worldwide. The business address of Ecolab is 370 N. Wabasha Street, St. Paul, Minnesota 55102-1390 and its telephone number is (651) 293-2233.

Magic Acquisition Inc.

Magic Acquisition Inc., referred to as Merger Sub in this proxy statement, is a Georgia corporation and a wholly-owned subsidiary of Ecolab. Merger Sub was organized solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement. It has not conducted any activities to date other than activities incidental to its formation and in connection with the transactions contemplated by the merger agreement. The business address of Merger Sub is c/o Ecolab, 370 N. Wabasha Street, St. Paul, Minnesota 55102-1390 and its telephone number is (651) 293-2233.

THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

The enclosed proxy is solicited by Microtek on behalf of the board of directors of Microtek for use at a special meeting of shareholders to be held on November 9, 2007, at 11:00 a.m., local time, at Microtek’s offices at 13000 Deerfield Parkway, Suite 300, Alpharetta, Georgia 30004 or at any adjournments or postponements thereto. The purpose of the special meeting is for our shareholders to consider and vote upon a proposal to approve the merger agreement and a proposal to adjourn or postpone the special meeting if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the merger agreement. A copy of the merger agreement is attached to this proxy statement as Annex A. This proxy statement, the notice of the special meeting and the enclosed form of proxy are first being mailed to our shareholders on or about October 8, 2007.

Record Date, Quorum and Voting Power

The holders of record of Microtek common stock as of the close of business on September 12, 2007, the record date for the special meeting, are entitled to receive notice of, and to vote at, the special meeting. As of the record date, there were 43,646,947 shares of our common stock issued and outstanding, all of which are entitled to be voted at the special meeting.

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Each outstanding share of our common stock as of the close of business on the record date entitles the holder to one vote on each matter submitted to shareholders for a vote at the special meeting.

The holders of a majority of the outstanding common stock on the record date, represented in person or by proxy, will constitute a quorum for purposes of the special meeting. A quorum is necessary to hold the special meeting. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any adjournment or postponement of the special meeting. However, if a new record date is set for an adjourned or postponed special meeting, then a new quorum will have to be established.

Required Vote; Abstentions; Broker Non-Votes

For us to complete the merger, shareholders holding at least a majority of the shares of our common stock outstanding as of the close of business on the record date must vote “FOR” the approval of the merger agreement. The proposal to adjourn or postpone the special meeting if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the merger agreement requires the affirmative vote of a majority of the shares present and entitled to vote on the adjournment or postponement proposal.

In order for your shares of Microtek common stock to be included in the vote, if you are a shareholder of record, you must submit a proxy for your shares by returning the enclosed proxy, if permitted by your broker by submitting a proxy by the Internet or by telephone, or by voting in person at the special meeting.

If your shares are held in “street name” by your broker, you should instruct your broker how to vote your shares using the instructions provided by your broker. If you have not received voting instructions or require further information on instructing your broker how to vote, contact your broker who can give you directions on how to cause your shares to be voted. A broker non-vote generally occurs when a broker, bank or other nominee holding shares on your behalf does not vote on a proposal because the nominee has not received your voting instructions and lacks discretionary power to vote the shares. Generally, brokers who hold shares in “street name” for customers may not exercise their voting discretion with respect to the approval of non-routine matters such as the merger proposal and thus, absent specific instructions from you, brokers may not be empowered to vote your shares with respect to the approval of such proposals.

Abstentions and broker non-votes on the proposal to approve the merger agreement will have the same effect as a vote “AGAINST” the merger. Abstentions on the proposal to adjourn or postpone the special meeting will have the same effect as a vote “AGAINST” that proposal, while broker non-votes on the proposal to adjourn or postpone the special meeting will have NO EFFECT on that proposal.

Voting by Directors and Executive Officers

As of September 12, 2007, the record date for the special meeting, the directors and current executive officers of Microtek beneficially owned (excluding options to purchase shares of Microtek common stock), and were entitled to vote at the special meeting, or shared the right to vote at the special meeting, approximately 1.35% of the shares of Microtek common stock. Each director and current executive officer of Microtek has advised us that they plan to vote all of their shares of Microtek common stock in favor of the approval of the merger agreement.

Voting; Proxies; Revocation

A proxy card is enclosed for your use. We ask that you sign, date and return the proxy card in the accompanying envelope, which is postage prepaid if you mail it in the United States. If permitted by your broker, you may also vote prior to the special meeting by accessing the Internet website specified on your proxy card or supplied to you by your broker or by calling the toll-free number specified on your proxy card or supplied to you by your broker. Unless there are different instructions on the proxy, all shares represented by valid proxies (and

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not revoked before they are voted) will be voted at the special meeting “FOR” each of the proposals listed in this proxy statement. With respect to any other business that may properly come before the special meeting and be submitted to a vote of shareholders, proxies will be voted in accordance with the best judgment of the designated proxy holders.

Shareholders of record may vote by either completing and returning the enclosed proxy card prior to the special meeting, voting in person at the special meeting, or submitting a signed proxy card at the special meeting. If permitted by your broker, you may also vote prior to the special meeting by accessing the Internet website specified on your proxy card or supplied to you by your broker or by calling the toll-free number specified on your proxy card or supplied to you by your broker.

You can change your vote at any time before your proxy is voted at the special meeting. To revoke your proxy, you must:

Please note that if you vote over the Internet or by telephone, you may not be able to revoke or change your vote after a date prior to the date of the special meeting set forth in the instructions to voting in this manner. Merely attending the special meeting will not constitute revocation of your proxy. If your shares are held in street name by your broker, you will need to contact your broker to revoke your proxy.

Solicitation of Proxies

The solicitation of proxies may include mail, telephone, facsimile and electronic mail. The cost of the solicitation of proxies from holders of Microtek common stock and all related costs will be borne by Microtek. Microtek has retained a proxy solicitor, Georgeson Inc., to assist in the solicitation of proxies for the special meeting at an estimated cost to Microtek of $12,000, plus per call fees and reimbursement of reasonable expenses. In addition, Microtek may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to the beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, telecopy, e-mail or personal solicitation by directors, officers or other regular employees of Microtek. No additional compensation will be paid to directors, officers or other regular employees for these services.

If you have any questions or need assistance in filling out our submitting your proxy card, please contact Georgeson Inc. at the following address and telephone number:

Georgeson Inc.

17 State Street

New York, NY 10004

(800) 316-6480

Adjournment or Postponement

Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies if there are insufficient votes to approve the merger agreement. Any adjournment or postponement may be made without notice, other than by an announcement made at the special meeting. The favorable vote of a majority of the shares of Microtek common stock present in person or represented by proxy and entitled to vote on the adjournment or postponement proposal may adjourn or postpone the special meeting.

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SPECIAL FACTORS

General

At the special meeting, Microtek will ask its shareholders to vote on a proposal to approve the merger of Merger Sub with and into Microtek, with Microtek continuing as the surviving corporation and a wholly-owned subsidiary of Ecolab. We have attached a copy of the merger agreement as Annex A to this proxy statement. We urge you to read the merger agreement in its entirety because it is the legal document governing the merger.

Background of the Merger

The board of directors of Microtek has maintained a policy and history of continuously evaluating strategies and, as they present themselves, opportunities to achieve and increase value for Microtek shareholders. From time to time, Microtek has engaged Edwards to deliver presentations and advice to the board on various strategic alternatives available to Microtek. No opportunities related to potential Microtek business combination transactions resulted in discussions that proceeded beyond the preliminary stage or to any acquisition or business combination proposals.

On September 20, 2006, Edwards hosted a conference for emerging growth companies in New York, New York where Microtek was one of the presenting companies. Tim Mulhere, Vice President and General Manager of Ecolab’s U.S. Healthcare division, attended the conference to observe Microtek’s presentation and learn more about Microtek. Initial introductions were made between Dan R. Lee, Chairman, President and Chief Executive Officer of Microtek, and Mr. Mulhere at that conference.

On November 30, 2006, Mr. Mulhere and Tom Handley, Ecolab’s Senior Vice President, Industrial Sector, met in Alpharetta, Georgia, with Mr. Lee and other members of Microtek’s senior management team. The purpose of the meeting was to introduce Messrs. Handley and Lee, present the Edwards conference materials to Mr. Handley, and discuss potential commercial relationships between Ecolab and Microtek. The participants did not address a possible combination of the two companies.

On February 1 and 2, 2007, Mr. Lee and other representatives of Microtek met with various representatives of Ecolab including Mr. Mulhere at Ecolab’s offices in St. Paul, Minnesota, to discuss potential business relationships between the two companies. Over the course of the meeting, Ecolab shared its strategic vision for a combination of the respective companies, plans to develop an infection control business in the healthcare industry, and invited Microtek to engage in discussions relating to a potential business combination.

From the fall of 2006 through the conclusion of negotiations with Ecolab, executives from five parties approached Mr. Lee indicating their interest in exploring a business combination transaction with Microtek. Discussions with these other parties did not advance beyond an initial stage due to various issues including valuation, lack of strategic fit or other issues as expressed by the other parties.

On February 22, 2007, representatives of the board of directors of Microtek and members of Microtek’s management held a meeting at the offices of Arnall Golden Gregory LLP, Microtek’s legal counsel, to begin discussion and consider the advisability of engaging in specific discussions with Ecolab or other parties as might be deemed advisable.

On March 8, 2007, the Microtek board held its regular quarterly meeting of the board of directors. During the meeting, Arnall Golden Gregory provided a presentation addressing the duties of the board of directors in the review of business combination transactions and related matters. Edwards delivered a presentation to the board addressing strategic alternatives that may be available to Microtek including a potential transaction with Ecolab, another potential public strategic buyer and other parties who have either expressed an interest in the past or could reasonably have an interest in discussions. After discussing the strategic alternatives presented to Microtek,

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Edwards’ knowledge of and relationship with Microtek and the experience of Edwards in similar transactions in the past, the board resolved to authorize management to engage Edwards to act as Microtek’s exclusive financial advisor in connection with the evaluation of potential transactions with Ecolab and such other parties as may be approved by the board. On or about April 3, 2007, Microtek and Edwards agreed upon an engagement letter pursuant to which Edwards would act as the exclusive financial advisor to the board with respect to the foregoing.

Edwards presented Ecolab and another potential strategic buyer with the form of confidentiality agreement required by the board to commence due diligence activities. On April 5, 2007, Microtek and Ecolab executed a confidentiality agreement. Microtek immediately made available to Ecolab, through the use of an on-line data room, substantially all of the materials requested by Ecolab as a part of its preliminary due diligence analysis.

During mid-April, 2007 and after limited discussions and diligence, the Chief Executive Officer of another potential strategic buyer indicated that it would withdraw from the process of engaging in discussions or requesting additional due diligence information with respect to a potential business combination transaction and no further discussion ensued with that party.

On April 23 and 24, 2007, representatives of Ecolab conducted on-site due diligence with Microtek management and representatives of Edwards in Atlanta, Georgia. Additional due diligence questions were handled and coordinated under the auspices of Edwards continuing through early May, 2007.

On May 11, 2007, in response to bid instructions provided to Ecolab on behalf of the Microtek board by Edwards, Ecolab delivered a letter summarizing the key elements of its non-binding indication of interest in pursuing further steps towards a business combination transaction. Key terms of that proposal included:

Following internal discussion with Microtek management of Ecolab’s indication of interest, Edwards sought clarification from Ecolab on various elements of Ecolab’s indication of interest, including communication to Ecolab that there was no binding exclusivity in place at the present time and confirmation that Ecolab would continue with discussions and not withdraw its proposal in the absence of such exclusivity.

On May 22, 2007, the Microtek board of directors held its annual meeting. At the meeting, Mr. Lee summarized the status of discussions with Ecolab and provided a summary of Ecolab’s May 11, 2007 indication of interest and due diligence conducted to date by Ecolab. Arnall Golden Gregory made a presentation to the board relative to the fiduciary duties of the board in connection with the board’s review of the indication of interest and answered various questions from directors. Edwards made a presentation which summarized key events in the transaction to date and a summary of information about Microtek, including Microtek’s internally prepared forecasted financial performance, useful to evaluating the indication of interest. In addition, Edwards provided a summary of information about Ecolab including Ecolab’s business performance, mergers and acquisitions activities, price and volume of Ecolab’s share trading, financial analysis and stock research comments. Edwards also delivered to the Microtek board an analysis of the valuation proposed by Ecolab which included summary valuation observations and analytics.

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At its May 22, 2007 annual meeting, Microtek’s board engaged in discussion of the strategic alternatives available to Microtek, including continuing to operate as an independent company executing Microtek’s business strategy, risks associated with that business strategy, the merits and relative valuation associated with a stock versus a cash transaction, relative benefits to shareholders of a stock versus a cash transaction, and a discussion of potential responses to Ecolab’s indication of interest.

After discussion, the Microtek board directed Edwards to respond to Ecolab that the proposal was not preemptive at the expressed price range, the board was not willing to grant exclusivity at that time and the board’s desire to explore the potential to increase the valuation proposal and explore a business combination using shares of Ecolab’s common stock. The board authorized Edwards to inform Ecolab of the board’s willingness to continue with discussions and the diligence process with the goal of completing their key diligence items as quickly as possible and determining a more definitive price and structure of the transaction that would be acceptable. On May 23, 2007, Edwards contacted Ecolab and delivered the board’s response.

At its May 22, 2007 meeting, the compensation committee of the board reviewed draft forms of employment agreements for members of Microtek’s senior management who previously held employment agreements which had expired, proposed changes to the employment agreement of Mark Alvarez, the Company’s Chief Operating Officer, and changes to forms of employment agreements for Microtek’s executive officers to comply with the recently published final regulations under Section 409A of the Internal Revenue Code. The compensation committee reviewed and considered the terms of existing and expired employment arrangements with Microtek’s executive officers and other members of senior management including the following:

After discussion of these and other matters, the compensation committee approved the preparation and completion on behalf of Microtek of employment agreements with Mr. Alvarez (in whose case the employment agreement would amend and restate Mr. Alvarez’s existing employment agreement), and various members of Microtek’s senior management having a term expiring on October 19, 2008. The committee also authorized the preparation and completion of amended employment agreements with Messrs. Lee and Wilson to address the 409A regulations.

Following the May 23, 2007 discussion with Edwards, Ecolab submitted a complete due diligence request list to Microtek through Edwards. During the final week of May and the first two weeks of June, Ecolab proceeded to conduct due diligence activities and Microtek continued to produce documentation in response to Ecolab’s due diligence request. These due diligence activities included off-site diligence meetings with key management personnel, visits of Microtek domestic and international facilities, environmental site assessments, additional online data production, and other activities.

On June 15, 2007, Ecolab submitted a revised non-binding proposal or indication of interest which included the following terms:

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In addition to the foregoing, the June 15, 2007 indication of interest confirmed and restated the strategic rationale for the transaction contained in the May 11, 2007 indication of interest.

On June 19, 2007, the board convened a special meeting to consider the June 15, 2007 indication of interest. Mr. Lee summarized events since the last board meeting. The board received an updated presentation from Edwards, and considered various potential strategic alternatives available to Microtek and its shareholders. Upon conclusion of this discussion, the board directed Edwards to respond to Ecolab that it was neither accepting nor rejecting Ecolab’s proposal but, in order to fulfill the board’s objective to fully evaluate Ecolab’s proposal, the board desired to receive Ecolab’s draft of a proposed definitive agreement and would allow time for Ecolab to pursue confirmatory due diligence. The board also requested Edwards to continue to explore opportunities to increase Ecolab’s valuation of Microtek.

On June 22, 2007, Ecolab submitted a draft of the proposed merger agreement to Microtek for review and comments. On June 27, 2007, members of management, certain of Microtek’s directors, Edwards and legal counsel held a telephone conference call to evaluate the proposal from Ecolab set forth in the initial draft of the merger agreement and Microtek’s proposed initial responses.

On July 3, 2007, Microtek’s counsel responded to Ecolab’s draft agreement with written comments on the draft agreement.

On July 11, 2007, legal counsel for Ecolab and Microtek held a telephone conference call to review issues raised by Microtek’s redraft of the proposed merger agreement, due diligence issues arising during the course of Ecolab’s due diligence, and other tasks required and procedures to complete a definitive agreement. A number of issues were resolved during the call and other issues remained to be addressed in further due diligence and sharing of revised drafts of the proposed agreement.

On July 17, 2007, Ecolab submitted a revised agreement to Microtek, and on July 18 and 19, 2007 Microtek’s management, Edwards and legal counsel discussed their reaction to the revised draft.

On July 20, 2007, the Microtek board held a meeting by conference call to review the status of the transaction including terms of the definitive agreement under negotiation. Mr. Lee provided a summary of key due diligence issues, proposed timing to begin discussions to address employee retention issues, and a discussion of the status of negotiations in general and particularly with respect to increased valuation for the transaction. The board also discussed the proposed timetable and objectives for the proposed completion of the definitive agreement for review and evaluation by the board.

Also on July 20, 2007, after a telephone call between the parties’ respective counsel addressing certain terms of the definitive agreement, Microtek’s legal counsel submitted a revised draft of the agreement to Ecolab.

During the week of July 23, 2007, a series of conference calls and negotiations occurred concerning the key terms of the definitive agreement between the parties’ respective legal counsel and among representatives of Ecolab and Microtek, their respective legal advisors and Edwards. Key legal issues included the scope of various representations and warranties, the definition of the term Company Material Adverse Effect, restrictions on Microtek’s ability to respond to unsolicited takeover proposals and procedures for the Microtek board to comply with its fiduciary obligations in the event an unsolicited takeover proposal led to a superior proposal, termination provisions, termination fees and terms of paying termination fees, and recourse in the event of certain breaches of

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the merger agreement, obligations for payment of expenses, and certain employee benefits issues. Verbal agreements were reached on key terms of the agreement pending final documentation and board review and approval.

On July 26, 2007, Ecolab submitted a revised merger agreement to Microtek and the respective legal counsel for Ecolab and Microtek worked to resolve various contract issues.

On July 30, 2007, Microtek circulated to its board a current draft of the agreement and a summary of the terms and provisions of the agreement relating to unsolicited takeover proposals and related termination provisions of the merger agreement.

On July 31, 2007, the Microtek board held a meeting by conference call during which representatives of management, Edwards and legal counsel were also present. Mr. Lee provided an update on developments in the transaction since the board’s July 20, 2007 meeting, including status of negotiations, due diligence issues, status of price negotiations, employee matters including Ecolab’s plans with respect to retention of employees and schedule for communicating terms of employment. Legal counsel summarized the status of negotiation on key transaction terms including conditions to closing of the transaction, representations and warranties, definition of Company Material Adverse Effect, directors and officers indemnification and insurance, and deal protection issues including a presentation of those terms. It was noted that a more complete presentation from management and the board’s financial and legal advisors would be provided to the Microtek board at a meeting tentatively scheduled for August 3, 2007.

On August 1, 2007, representatives of Ecolab and Microtek held interviews with key members of Microtek management relative to terms of their continued employment upon conclusion of the proposed business combination transaction. During the week of July 30, 2007, Ecolab requested that Microtek complete the process of executing the forms of Microtek’s employment agreement with Microtek senior management previously provided to Ecolab as part of due diligence activities, and requested that, as a condition to completion of the merger agreement, Microtek enter into an amendment of the respective employment agreements with Messrs. Lee and Wilson to provide for the automatic payment of severance accruing under those employment agreements upon completion of the proposed business combination transaction conditioned solely upon the employee’s execution and delivery of a customary release of claims against Microtek at the closing of the proposed transaction. Such agreements were subsequently prepared and negotiated between counsel for Ecolab and counsel for Messrs. Lee and Wilson.

On August 3, 2007, the Microtek board of directors held a meeting at Microtek’s offices in Alpharetta, Georgia, which was attended by representatives of management, Edwards and Microtek’s legal counsel. Mr. Lee provided a summary of events in the transaction since the board’s meeting held on July 31, 2007, including the status of discussions with employees, key due diligence items remaining under completion by Ecolab, announcement plans, and other miscellaneous items remaining for completion. Legal counsel provided an updated presentation on the board’s duties when acting on the proposed merger agreement, including a summary of key terms of the merger agreement and resolutions to be adopted. Edwards provided a presentation addressing various terms of the merger agreement and a summary of the qualifications, assumptions, scope and form of the fairness opinion Edwards was prepared to deliver with respect to the transaction. Representatives of Edwards answered various questions from the directors relative to the valuation analysis conducted by Edwards, data provided by Edwards relative to the proposed amount of the termination fee proposed by Ecolab, and other issues. It was noted that Ecolab indicated that it required until August 7, 2007 to complete their due diligence and other activities necessary for completion of the definitive agreement, and a list of remaining steps required to reach a definitive agreement was summarized for the board.

On August 6, 2007, respective counsel for Ecolab and Microtek discussed final changes to the merger agreement, and the respective counsel for Messrs. Lee and Wilson and Ecolab completed negotiation of the amendments to the respective employment agreements of Messrs. Lee and Wilson.

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On August 7, 2007, counsel for Ecolab delivered final drafts of the merger agreement and final drafts of the disclosure schedules were delivered on behalf of Microtek by counsel for Microtek. On the afternoon of August 7, 2007, Microtek’s board met by telephone conference call, received an updated presentation on the valuation analysis supporting Edwards’ fairness opinion and Edwards’ signed fairness opinion, and the board acted to authorize Microtek to proceed with the transaction set forth in the merger agreement. Microtek’s board, on the recommendation of its compensation committee, also authorized Microtek to enter into amendments of the respective employment agreements of Messrs. Lee and Wilson, each of which were conditioned on the completion of the transaction with Ecolab. After the close business on August 7, 2007, each of Ecolab and Microtek announced the transaction.

Recommendation of the Board of Directors

The board of directors (other than Dan R. Lee, President and Chief Executive Officer of Microtek, who abstained, but who recorded his support) unanimously approved and declared advisable the merger agreement and the proposed merger, determined that the terms of the merger are advisable and in the best interests of Microtek and its shareholders and recommended that Microtek’s shareholders adopt or approve the merger agreement. The board of directors considered a number of factors, as more fully described above under “Special Factors—Background of the Merger” and below under “Special Factors—Reasons for the Board of Directors’ Determination.”

Reasons for the Board of Directors’ Determination

The Microtek board of directors consists of seven directors. The board of directors, with its legal and financial advisors participating, considered negotiations with Ecolab, reviewed the merger agreement and took other various factors into account in reaching its determination that the terms of the merger agreement and the merger are advisable and in the best interests of Microtek’s shareholders. In view of the wide variety of factors considered in its evaluation of the proposed merger, the board of directors did not find it practicable to quantify or otherwise assign relative weights to, and did not make specific assessments of, the specific factors considered in reaching its determination. Rather, the board based its position on the totality of the information presented and considered. If the merger is completed, the members of the board of directors will, along with other holders, receive cash payments for stock options and any shares they own. See “Special Factors—Interests of Microtek’s Directors and Executive Officers in the Merger” beginning on page 31.

The board of directors considered a number of factors that it believed supported its recommendation and determination as to the fairness of the merger to unaffiliated shareholders, including:

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The board of directors also considered a variety of risks and other factors concerning the merger, including, among other things:

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The foregoing addresses material factors considered by the board of directors in its consideration of the merger. After considering these factors, the board of directors concluded that the positive factors relating to the merger outweighed the negative factors. Because of the variety of factors considered, the board of directors did not find it practicable collectively to quantify or otherwise assign relative weights to, and did not make specific assessments, of the specific factors considered in reaching its determination. In addition, individual members of the board of directors may have assigned different weights to various factors. The determination of the board of directors was made after significant deliberation and consideration of all of the factors together.

Opinion of the Board of Directors’ Financial Advisor

The board of directors retained Edwards to render an opinion to the board of directors as to the fairness, from a financial point of view, to Microtek’s shareholders of the consideration to be paid to such shareholders in the proposed merger transaction with Ecolab. The board of directors selected Edwards to render the fairness opinion based on Edwards’s qualifications, expertise and reputation, as well as its knowledge of the healthcare industry in general and Microtek in particular. No instructions were provided to and no limitations were imposed by the board of directors upon Edwards with respect to the investigation made or the procedures followed by Edwards in rendering its opinion.

On August 7, 2007, Edwards delivered its written opinion to the Board of Directors that, as of that date, and based upon and subject to the various considerations set forth in the opinion, the consideration to be received by the stockholders of Microtek pursuant to the Agreement was fair, from a financial point of view.

The full text of the Edwards opinion is included as Annex B to this proxy statement and is incorporated into this proxy statement by reference. The description of the Edwards fairness opinion that is set forth in this proxy statement is qualified in its entirety by reference to the full text of the Edwards opinion that is set forth in Annex B. You are urged to read the Edwards opinion carefully in its entirety for a description of the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Edwards in connection with its opinion. Edwards’ written opinion was prepared for the information of Microtek’s board of directors and only addresses the fairness, from a financial point of view, to the holders of Microtek common stock of the $6.30 per share in cash to be paid to such holders upon the closing of the merger. Edwards’ written opinion does not address the merits of the underlying decision by Microtek to engage in the merger or any other aspect of the merger and does not constitute a recommendation to any stockholder as to how the stockholder should vote on any matter relating to the merger.

In connection with this opinion, Edwards has reviewed and considered such financial and other matters as it deemed relevant, including, among other things:

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In preparing its opinion, Edwards has assumed and relied upon, without independent verification, the accuracy and completeness of all financial and other information publicly available, furnished to, or otherwise discussed with Edwards including financial statements and financial projections, as provided to Edwards by the management of Microtek. With respect to financial statements, financial projections and other information provided to or otherwise discussed with Edwards, Edwards has assumed and was advised by the management of Microtek that such financial statements, financial projections and other information were reasonably prepared on a basis that reflects the best currently available estimates and judgments of the management of Microtek, as to the historical financial performance and the expected future financial performance of Microtek. Edwards was not engaged to, and did not, independently verify the accuracy or completeness of any of such information, nor does it express an opinion with respect thereto. Edwards has relied upon the assurances of the management of Microtek that it is not aware of any facts that would make such information materially inaccurate or misleading. Edwards did not perform any audit or appraisal of the assets or the liabilities of Microtek and Edwards has not been furnished with any such audit or appraisals. Edwards also did not independently attempt to assess or value any of the intangible assets of Microtek (including goodwill) nor did it make any independent assumptions with respect to the application of intangible assets in the Merger.

The following is a summary of the material financial analyses presented by Edwards to the Board of Directors on August 7, 2007, in connection with the Board of Directors’ consideration of the merger. It does not purport to be a complete description of the analyses performed or the matters considered by Edwards in rendering its opinion. Neither the fact that any specific analyses have been referred to in the summary below nor the order in which these analyses are described is meant to indicate that such analysis was given greater weight than any other analysis. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 3, 2007 and is not necessarily indicative of current market conditions.

Comparable Company Analysis. Using publicly available information, Edwards reviewed and compared Microtek with financial and operating information of four companies in the medical products industry. The companies were Atrion Corporation; ICU Medical, Inc.; Medical Action Industries, Inc.; and Merit Medical Systems, Inc. The information for Arrow International, Inc. was included in the presentation for illustrative purposes but not included in the calculations of the mean or median for the comparable companies because Teleflex, Inc. has announced its intention to acquire Arrow.

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While noting that none of the comparable public companies listed above is identical to Microtek, Edwards compared the publicly available financial information of those companies to the financial information of Microtek. Such information included the total market capitalization divided by last twelve months (“LTM”) sales, estimated 2007 sales, estimated 2008 sales, LTM earnings before interest, taxes, depreciation and amortization (“EBITDA”), as well as LTM earnings before interest and taxes (“EBIT”). Edwards also compared the stock trading price divided by LTM earnings per share (“EPS”), estimated 2007 EPS, and estimated 2008 EPS. These earnings per share estimates were taken from the Institutional Brokers’ Estimate System (“IBES”) database.

The following table presents, as of August 3, 2007, the mean and median multiples described above for the four comparable companies.

Comparable Precedent Transactions Analysis. Edwards evaluated comparable precedent transactions to provide reference points for the application of market multiples for the Microtek merger. This analysis represented recent market prices paid by other acquirers and accepted by other sellers. Edwards identified approximately 52 transactions completed since January 1999 involving medical product companies and healthcare suppliers. The transaction multiples that Edwards analyzed, where available, included the implied aggregate transaction value (the value paid for the relevant target company’s equity on a fully diluted basis plus total debt less cash and cash equivalents) as a multiple of LTM sales, LTM EBITDA, and LTM EBIT, as well as the implied equity value as a multiple of LTM earnings. Additionally, Edwards reviewed the premiums paid over the targets’ stock prices one day prior to the announcement for the four selected transactions described below. The following table represents the metrics from the four transactions that Edwards considered to be most comparable and the mean and median values for each of the above metrics for the entire group of these precedent transactions:

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Edwards focused its analysis on the EBITDA, EBIT and earnings multiples in the comparable company and comparable precedent transaction tables above and noted that the implied multiples for the Microtek—Ecolab transaction, as shown in the table below, are generally higher than those paid for other similar medical product company and healthcare supplier transactions and for the comparable companies. Edwards placed less weight in its analysis on the sales multiples due to Microtek’s EBITDA, EBIT and earnings margins as a percentage of sales being lower than the average margins of the selected comparable companies.

Additionally, Edwards found the 31.3% premium paid by Ecolab over Microtek’s stock price on August 3, 2007 was consistent with the premiums paid by Teleflex for Arrow International and Moog for ZEVEX International. However, Edwards did not believe the premium paid by KRG Capital for Colorado MEDtech was relevant due to the depressed stock price and unusual circumstances for Colorado MEDtech at the time that transaction was announced. Edwards noted, however, that no transaction used as a comparison in the precedent transactions analysis is identical to the proposed merger, nor are any of the comparable public companies listed above identical to Microtek.

Discounted Cash Flow Analysis. Edwards used a five-year discounted cash flow analysis to establish a current value for the future projections of Microtek. This value was developed on a per share basis by discounting the expected unlevered operating cash flows, as projected by Microtek management, to their present value, using discount rates ranging from 13% to 17%. The present value of the unlevered cash flows was reduced by the current net debt (defined as debt minus cash) of Microtek and then divided by the current number of fully diluted shares to arrive at a per share value. This analysis was highly dependent on Microtek managements’ financial projections for Microtek, the discount rates used and a calculated terminal value at the end of the five-year period. Edwards utilized a terminal multiple scenario assuming EBITDA multiples for that period ranging from 8.5x to 12.5x and discounted the resulting values back to the present with the same discount rates mentioned above.

The discount rates utilized in this analysis were developed by calculating Microtek’s weighted average cost of capital using a 5-year beta of 0.82 as calculated by Bloomberg, the average debt-to-equity ratio of the comparable companies listed above of 5.2%, a 4.54% equity size premium, and a 7.2% market risk premium (source: Ibbotson Associates SBBI 2005 Yearbook). This analysis resulted in an estimated cost of capital for Microtek of 14.9%. Edwards discounted the estimated free cash flow from the analysis above using the range of discount rates above, resulting in equity valuation ranges of $5.02 to $7.60 per share. Edwards then performed additional sensitivity analyses to adjust assumed revenue growth rates and the percentage of target EBIT achieved for the projections to more closely reflect historical growth rates and margins for Microtek. Assuming a 15% discount rate and a 10.5x EBITDA terminal multiple for the LTM period ended June 2012, Edwards’ sensitivity analyses, adjusting the revenue growth and percentage of target EBIT achieved, resulted in equity valuations of $4.91 to $6.61 per share.

Premium Paid Analysis. Edwards performed an analysis of the premiums paid for the stock of U.S. publicly traded companies in acquisitions since January 1, 2001. In the analysis, Edwards reviewed three groups of transactions and the premiums paid over the targets’ stock price one day, one month, three months, six months and one year prior to the announcement of the transaction. The first group consisted of 41 transactions in which

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the targets were publicly traded healthcare companies. The second group consisted of 2,660 transactions in which targets included all publicly traded companies acquired since January 1, 2001. The third group consisted of approximately 150 transactions and focused on transactions where the target company’s pre-announcement equity market capitalization was generally between a comparable range of $100 million and $300 million. Edwards then compared the premium paid by Ecolab for Microtek to these three groups of transactions and found that the premium was consistent with the premiums paid in these three comparable groups.

The preparation of a fairness opinion is a complex process and not necessarily susceptible to partial analyses or summary. Edwards believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of such analyses, without considering all analyses, would create an incomplete view of the processes underlying the analyses set forth in the Edwards report and its fairness opinion. In rendering its fairness opinion, Edwards applied its judgment to a variety of complex analyses and assumptions. Edwards may have given various analyses more or less weight than other analyses and may have deemed various assumptions more or less probable than other assumptions. The assumptions made and the judgments applied by Edwards in rendering its opinion are not readily susceptible to description beyond that set forth in the written text of the fairness opinion itself.

In performing its analyses, Edwards made numerous assumptions with respect to the business of Microtek and the markets in which it competes. In addition, Edwards made numerous assumptions with respect to general business and economic conditions, which are beyond the control of Microtek. The analyses performed by Edwards are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable to Microtek than suggested by such analyses. Such analyses were prepared solely in relation to Edwards’ evaluation of the fairness, from a financial point of view, to Microtek’s shareholders of the consideration to be received pursuant to the merger agreement and are being provided to the board in connection with the delivery of this fairness opinion. In addition, as described above, Edwards’ opinion and presentation to the board of directors was one of many factors taken into consideration by the board of directors in making its determination to approve the merger agreement.

When rendering its opinion, Edwards assumed that the merger will be consummated using a final form of the merger agreement that will not differ in any material respects from the draft of the merger agreement reviewed by Edwards. Edwards also assumed that the representations and warranties of each party to be contained in the merger agreement between the parties will be true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the merger agreement, and that all conditions to the consummation of the merger will be satisfied without any modification or waiver thereof.

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Edwards is not expressing any opinion with respect to the advisability of the merger or any alternative transaction or strategic alternative that may be available to Microtek. Edwards’ opinion also does not address the merits of the underlying decision by the Microtek board of directors to engage in the merger. Edwards did not make any recommendation as to how any member of the board should vote with respect to the merger. Edwards is also not making any recommendation as to how any shareholder should vote with respect to the merger. Edwards did not recommend a specific price per share to Microtek or its board of directors. The consideration to be paid in the merger was determined through arms-length negotiations between Microtek and Ecolab and was approved by the board of directors.

As set forth in Microtek’s engagement letter with Edwards dated March 9, 2007, Edwards’ advisory services and the fairness opinion dated August 7, 2007, were provided solely for the information of the board of directors in its evaluation of the proposed merger, and may not be relied upon by any third party or used for any other purpose. Edwards’ engagement letter expressly states that Edwards has been retained under such engagement letter solely to provide services to the board of directors and Microtek, and not as an agent or fiduciary of the shareholders of Microtek or any third party, and that Edwards shall have no duties or liabilities to the shareholders of Microtek or to any third party in connection with the engagement. Edwards has advised Microtek that it likely would assert these terms of the engagement letter as a defense to any shareholder claims that might be brought against Edwards under state law. Because no court of applicable jurisdiction has definitively ruled to date on the availability of this defense to a financial advisor who furnished a fairness opinion to its client for its exclusive use, this issue necessarily would have to be judicially resolved on the merits in a final non-appealable judgment in a court of competent jurisdiction. The availability of a defense under applicable state law based on the foregoing disclaimer of third party reliance on Edwards’ written opinion would have no effect on the rights and responsibilities of the Microtek board of directors under applicable state law, or the rights and responsibilities of the Microtek board of directors or Edwards under the federal securities laws.

It should be understood that subsequent developments may affect Edwards’ opinion, and Edwards does not have any obligation to update, revise, or reaffirm its opinion. It expressly disclaims any responsibility to do so.

Edwards, as part of its investment banking business, is regularly engaged in the valuation of securities and businesses in connection with various types of transactions. From time to time, Edwards has been engaged to provide investment banking services for Microtek, including acting as an underwriter in Microtek’s initial public offering in 1992, presenting to the board a review of Microtek’s strategic alternatives in 2001, providing various corporate finance advisory services pursuant to an engagement letter dated October 25, 2005 and advising the Board on the adoption of a restated shareholder rights plan in 2006. In addition, Edwards may actively trade in the equity securities of Microtek and or Ecolab for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities. Edwards is not aware of any present or contemplated relationship between Edwards and Microtek or Edwards and Ecolab that, in its opinion, would affect its ability to render a fair and independent opinion in this matter.

Microtek engaged Edwards to act as its exclusive financial advisor with respect to a proposed combination with Ecolab and to provide a fairness opinion based on Edwards’ qualifications, expertise, and reputation as an investment banking firm with substantial experience in the medical products industry and in advising on transactions that are similar to the merger.

In connection with Edwards’ services as the exclusive financial advisor to the board of directors, Microtek agreed to pay Edwards a fee of 1% of the total consideration to be paid in the transaction, contingent upon closing of the transaction, which included an opinion fee of $350,000 which was due upon the delivery of Edwards’ opinion. Microtek also agreed to reimburse Edwards for its reasonable out-of-pocket expenses. Microtek also agreed to indemnify Edwards, its directors, officers, agents, and affiliates for certain liabilities that may arise out of the rendering of its opinion and any related activities as financial advisor to the board of directors, including certain liabilities under U.S. federal securities laws.

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Certain Effects of the Merger

If the merger agreement is approved by Microtek’s shareholders and the other conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into Microtek, with Microtek being the surviving corporation. Following the merger, all outstanding securities of Microtek will be owned by Ecolab.

After the effective time of the merger, each share of Microtek common stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by Microtek, Merger Sub or Ecolab or held by shareholders who properly exercise dissenters’ rights in compliance with all of the required procedures under Georgia law), together with the associated rights issued or issuable pursuant to the Company’s rights agreement, will be converted into the right to receive $6.30 in cash, without interest.

Each outstanding option to purchase common stock of Microtek will be canceled in exchange for the right to receive cash in the amount equal to the excess, if any, of $6.30 over the exercise price per share of any such option, multiplied by the number of shares of Microtek common stock for which such option is exercisable immediately prior to the effective time of the merger. See “Special Factors—Interests of Microtek’s Directors and Executive Officers in the Merger.”

At the effective time of the merger, current Microtek shareholders will cease to have ownership interests in Microtek or rights as Microtek shareholders. Therefore, the current shareholders of Microtek will not participate in any future earnings or growth of Microtek and will not benefit from any appreciation in value of Microtek.

The benefit of the merger to our shareholders is the right to receive $6.30 in cash, without interest and less any required withholding taxes, for each share of Microtek common stock. The detriments are that our shareholders will cease to participate in our future earnings and growth, if any, and, with respect to our U.S. shareholders, that their receipt of payment for their shares generally will be a taxable transaction for United States federal income tax purposes. See “Special Factors—Material Federal Income Tax Consequences” on page 35.

Purpose and Structure of the Merger

The purpose of the merger for Microtek is to allow its shareholders to realize the value of their investment in Microtek in cash at a price that represents a premium to the market price of Microtek common stock before the public announcement of the merger. The board of directors of Microtek believe, based upon the reasons discussed under “Special Factors—Reasons for the Board of Directors’ Determination” that the merger is advisable and in the best interests of the Microtek shareholders.

Risks That the Merger Will Not Be Completed

Completion of the merger is subject to various risks, including, but not limited to, the following:

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Effects on Microtek if the Merger is Not Completed

In the event that the merger agreement is not approved by Microtek shareholders or if the merger is not completed for any other reason, shareholders will not receive any payment for their shares in connection with the merger. Instead, Microtek will remain an independent public company and its common stock will continue to be quoted and traded on the Nasdaq Global Market. In that event, we expect that management will operate the business generally in a manner similar to that in which it is being operated today and that Microtek shareholders will continue to be subject to the same general risks and opportunities as they currently are, including, among other things, the nature of the healthcare industry and economic and market conditions.

Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Microtek common stock. From time to time, the Microtek board of directors will evaluate and review the business operations, properties and capitalization of Microtek, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance shareholder value. If the merger agreement is not adopted by Microtek shareholders or if the merger is not completed for any other reason, Microtek would incur significant costs and expenses in connection with the merger, and there can be no assurance that any other transaction acceptable to Microtek will be offered, or that the business, prospects or results of operations of Microtek will not be adversely impacted.

The merger agreement contains certain termination rights for both Ecolab, on the one hand, and Microtek, on the other, and provides that, upon the termination of the merger agreement under specified circumstances, Microtek will be required to pay a fee of $9.0 million to Ecolab. If Microtek fails to pay the termination fee when due, the termination fee will be deemed to include the costs and expenses incurred by Ecolab (including all fees and expenses of counsel) in connection with its collection under and enforcement of the relevant sections of the merger agreement, together with interest on the unpaid termination fee, beginning on the date that the termination fee became due and continuing thereafter until paid in full, at a rate equal to the prime rate of Citibank N.A. (as in effect on the date payment was required to be made) plus 1%. For a description of the circumstances triggering payment of the termination fee, see “The Merger Agreement—Fees, Expenses and Termination Fee” on page 50.

Interests of Microtek’s Directors and Executive Officers in the Merger

In considering the recommendation of Microtek’s board of directors with respect to the merger, you should be aware that some of our directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of our shareholders generally. These interests, to the extent material, are described below. The board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement.

Treatment of Stock Options Held By Certain Directors and Executive Officers

Under the merger agreement, each of our outstanding stock options will be canceled in exchange for the right to receive cash in the amount equal to the excess of $6.30 over the exercise price per share of any such option, multiplied by the number of shares of Microtek common stock covered by such option. As of the record date, there were 217,000 shares of our common stock subject to stock options granted under our equity incentive plans to our current non-employee directors. The following table summarizes all options held by directors (other than Mr. Lee) as of the date of this proxy statement and the consideration that each of them will receive pursuant to the merger agreement in connection with the cancellation of their options:

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The following table summarizes the options held by our executive officers as of the date of this proxy statement and the consideration that each of them will receive pursuant to the merger agreement in connection with the cancellation of their options:

Change of Control Severance Payments

Messrs. Lee and Wilson are each a party to existing employment agreements with the Company that were entered into in 2002, and renewed for a three year term in 2005. In the event of any termination of these employee’s employment following a change of control of the Company, other than a termination of employment as a result of death or disability or cause, the Company is obligated under the employment agreement to pay the employee an amount equal to three times the largest of the employee’s annual salary and annual performance bonus over the current or the prior two years (with the amount for the current year to be annualized) plus certain other amounts primarily involving the continuation of welfare benefits following the date of such termination of employment. In the event that any of these or other payments to the employee will result in excise taxes imposed under Section 4999 of the Internal Revenue Code, then the payments to the employee will be increased by an amount (i.e., a tax gross-up payment) sufficient to pay all of the employee’s excise taxes on such payments and any income, excise or other taxes on the gross-up payment to the employee.

At the request of and in order to induce Ecolab to enter into the merger agreement, the Company amended the respective employment agreements of Messrs. Lee and Wilson on August 6, 2007. These amendments are conditioned upon completion of the merger, and provide that the severance payments and benefits described above will automatically become due upon completion of the merger, that the employment agreements will expire at the effective time of the merger (subject to the continuation of the terms and provisions of the employment agreements which survive the expiration or termination of the employment agreement), and that each of Messrs. Lee and Wilson will execute and deliver at the closing of the merger a release of claims in favor of the Company. The severance payment payable to Messrs. Lee and Wilson under their respective employment agreements in connection with the completion of the merger is estimated to be approximately $2,047,500 and $959,400, respectively.

On August 3, 2007, Microtek and Mr. Alvarez amended and restated Mr. Alvarez’s previously effective form of employment agreement. The material changes to Mr. Alvarez’s previously effective form of employment agreement resulting from that amendment were:

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Because it is currently not anticipated that Mr. Alvarez’s employment will terminate following completion of the merger, it is not anticipated that Mr. Alvarez will receive the severance payments described above in the event of a termination of employment following a change in control.

Sale of Business Bonus Program

In 2002, Microtek adopted a Sale of Business Bonus Program which was designed to increase the value of Microtek to its shareholders in the event of a change in control of Microtek. The Sale of Business Bonus Program sets a bonus pool determined as a percentage of the amount of appreciation in the price of Microtek’s common stock from a base amount set at $1.90 per share to the price of a share of Microtek’s common stock at which the event constituting a change of control (as defined) of Microtek occurs. As currently adopted, the bonus pool uses the following levels of share appreciation and percentages of participation in such share appreciation to fund the bonus pool:

The $1.90 per share base at which the bonus pool begins to be funded under this bonus plan was determined based upon the closing price per share of the Company’s stock on August 7, 2002, the date on which the plan was initially adopted. The merger agreement limits the size of the bonus pool to $6,023,842.

Microtek’s compensation committee has the discretion to determine the amount of bonuses under the Sale of Business Bonus Program. In connection with the completion of the merger, it is anticipated that Microtek’s executive officers will receive payments under the Sale of Business Bonus Program as follows:

The remaining participants in the Sale of Business Bonus Program will receive, in the aggregate, payments under the Sale of Business Bonus Program of $3,790,000.

Annual Bonus

Prior to the effective time of the merger, the compensation committee of the Company’s board of directors will determine, and provide for payment of, annual bonuses for the 2007 plan year under the Company’s Annual Executive Performance Bonus Plan and the Company’s Pay for Performance Bonus Plan, based upon applicable performance for 2007 and calculated in accordance with past practice. Any such bonus awarded will also be calculated in accordance with the applicable bonus formulae communicated prior to the date of the merger

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agreement. Further, the performance determination may be made for a period of less than the full calendar year (and annualized for the full year) in the event that the merger is completed prior to January 1, 2008, but the bonus based on such determination will be prorated to take into account that it is based on less than a full year. Merger-related costs incurred by the Company and any non-recurring charges that would have otherwise not been incurred but for the merger will be excluded from calculations made under the bonus plans for calendar year 2007. Ecolab will honor the Company’s obligations pursuant to the Company bonus plans. If a participant in a Company bonus plan also becomes entitled to a bonus under an Ecolab bonus plan for 2007, Ecolab’s bonus plan will take into account any benefit provided by the Company’s bonus plan.

Based upon Microtek’s operating results during 2007 to the date of this proxy statement, the Company currently anticipates that Microtek will fully fund its bonuses payable under the Company’s Annual Executive Performance Bonus Plan and the Company’s Pay for Performance Bonus Plan for 2007.

Employment Agreements

Each of Microtek’s executive officers and certain of Microtek’s senior managers currently has an employment agreement with the Company. The employment agreements of Messrs. Lee and Wilson will be terminated at the closing of the merger, except for certain terms and provisions (including the change in control severance payments and tax reimbursement obligations described above) which survive the termination of those employment agreements.

The Company’s employment agreements with Mr. Alvarez and with certain of Microtek’s senior managers provide that the employee’s employment will continue through October 19, 2008, specify a minimum annual base salary, and contain restrictive covenants including covenants relating to the protection of confidential information and restricting competition against the Company. The employment agreements are terminable by the Company with or without cause or by the employee with or without good reason. In the event of the termination of the employment agreement by the Company without cause or by the employee for good reason, the employee is generally entitled to severance equal to one year’s salary and the Company will maintain in full force and effect at the Company’s expense for the continued benefit of the employee and his dependents until the first anniversary date of such termination of employment (or if earlier, upon the commencement date of equivalent benefits from a new employer) the Company’s health and dental insurance benefits. The employment agreements provide for severance payments and other severance benefits in the event of completion of the merger only if the employment of the respective employee is terminated within a specified time (generally six or twelve months) following completion of the merger and that termination of employment is made either by the Company without cause or by the employee for good reason, as the terms “cause” and “good reason” are defined in their respective employment agreements. Because it is anticipated that these senior managers will continue to be employed by the Company following the completion of the merger, it is not anticipated that these change in control severance payments and benefits will become due under these employment agreements. These employment agreements also provide for payment of an amount (i.e., a tax gross-up payment) sufficient to pay all of the employee’s excise taxes, if any, under Section 4999 of the Internal Revenue Code and any income, excise or other taxes on the gross-up payment to the employee.

Indemnification and Insurance

Microtek’s present and former officers and directors have rights to indemnification and advancement of expenses for acts or omission occurring prior to the effective time of the merger and these rights will continue after the merger. The surviving corporation’s articles of incorporation and bylaws will contain provisions no less favorable with respect to such indemnification and advancement of expenses than the provisions currently in Microtek’s articles of incorporation and bylaws and each indemnification agreement between Microtek and a present or former officer or director will continue in force after the merger in accordance with its terms. In addition, before the effective time of the merger, Microtek intends to purchase a six year extended reporting period endorsement under its existing directors’ and officers’ liability insurance policy and employee benefit plan fiduciary liability insurance policy.

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Post-Merger Employment Arrangements

Messrs. Lee and Alvarez have been offered continued employment with Ecolab after completion of the merger. This employment arrangement with Mr. Lee would be terminable at will by Ecolab or Mr. Lee. Ecolab has proposed that the employment arrangement with Mr. Alvarez would replace his existing employment agreement except for the severance provisions tied to a change of control and tax gross-up provisions described under “–Change of Control Severance Payments” above. Mr. Wilson has been offered a consulting arrangement with Ecolab for a term of three (3) months after completion of the merger.

Ecolab has offered to employ Mr. Lee as Microtek Vice President and General Manager. Under this employment arrangement, Mr. Lee’s base salary would be $330,000 per year, and Mr. Lee would receive an annual performance bonus (if certain minimum performance objectives are achieved) of between 16 and 80 percent of base salary dependent upon achieving budgeted financial targets to be specified. That bonus amount for 2008 is guaranteed to be not less than $208,125. The bonus amount for the portion, if any, of 2007 occurring after completion of the merger is guaranteed to be the same amount as would have been paid under the Microtek bonus plan on a prorated basis from the date of completion of the merger. Mr. Lee would receive a one time stock option grant to purchase up to 15,000 shares of Ecolab common stock at an exercise price equal to the fair market value of Ecolab common stock on the grant date, with the options vesting fifty percent on the first and second anniversaries of the grant date, respectively. Mr. Lee would also receive an automobile allowance and other customary employee benefits provided by Ecolab. These employment arrangements also include customary employment covenants relating to the protection of confidential information, noncompetition and other matters.

Ecolab has offered to employ Mr. Alvarez as Microtek Vice President of Sales, Marketing and Operations. Under this employment arrangement, Mr. Alvarez’s base salary would be $244,400 per year, and Mr. Alvarez would receive an annual performance bonus (if certain minimum performance objectives are achieved) of between 14 and 70 percent of base salary depending upon achieving budgeted financial targets to be specified. That bonus amount for 2008 is guaranteed to be not less than $85,906. The bonus amount for the portion, if any, of 2007 occurring after completion of the merger is guaranteed to be the same amount as would have been paid under the Microtek bonus plan on a prorated basis from the date of completion of the merger. Mr. Alvarez would receive a one time stock option grant to purchase up to 5,700 shares of Ecolab common stock at an exercise price equal to the fair market value of Ecolab common stock on the grant date, with the options vesting fifty percent on the first and second anniversaries of the grant date, respectively. Mr. Alvarez would also be entitled to an automobile allowance and other customary employee benefits provided by Ecolab. These employment arrangements also include customary employment covenants relating to the protection of confidential information, noncompetition and other matters.

Ecolab has offered a consulting arrangement to Mr. Wilson under which Mr. Wilson would provide support and assistance to ensure successful integration of the acquired Microtek business into Ecolab. The term of this consulting arrangement begins on completion of the merger and continues for three months thereafter, and is terminable at any time by either Ecolab or Mr. Wilson upon sixty days written notice. Ecolab has agreed to pay Mr. Wilson a consulting fee at the rate of $24,000 per month.

Material Federal Income Tax Consequences

The following is a general discussion of the material U.S. federal income tax consequences of the merger to holders of Microtek common stock. We base this summary on the provisions of the Internal Revenue Code of 1986, as amended, which we refer to herein as the Code, applicable current and proposed U.S. Treasury Regulations, judicial authority, and administrative rulings and practice, all of which are subject to change, possibly on a retroactive basis.

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For purposes of this discussion, we use the term “U.S. shareholder” to mean:

If a partnership holds shares of our common stock, the tax treatment of a partner will depend on the status of the partners and the activities of the partnership. If a U.S. shareholder is a partner in a partnership holding our common stock, the U.S. shareholder should consult its tax advisors. A non-U.S. shareholder is a person (other than a partnership) that is not a U.S. shareholder.

This discussion assumes that a holder holds the shares of our common stock as a capital asset within the meaning of Section 1221 of the Code. It does not address all aspects of U.S. federal income tax laws that may be relevant to you in light of your personal investment circumstances, nor does it address your tax consequences if you are subject to special treatment under U.S. federal income tax laws (including, for example, persons who elect to treat dividends on, or gains from a disposition of, stock as investment income for purposes of the limitation on the investment interest deduction, partnerships or other pass-through entities, U.S. shareholders subject to the alternative minimum tax, persons who have a functional currency other than the U.S. dollar, mutual funds, banks, insurance companies, tax-exempt organizations, financial institutions, dealers and certain traders in securities, persons who hold stock as part of a straddle, hedging, constructive sale, or conversion transaction, certain former citizens or former long-term residents of the United States, controlled foreign corporations, passive foreign investment companies, shareholders subject to the alternative minimum tax, shareholders who acquired their shares of our common stock through the exercise of employee stock options or other compensation arrangements or shareholders who, directly or indirectly, own an interest in Ecolab). In addition, this discussion does not address any tax considerations under state, local or foreign laws or U.S. federal laws other than those pertaining to U.S. federal income tax that may apply to holders. Shareholders are urged to consult their own tax advisors to determine the particular tax consequences, including the application and effect of any state, local or foreign income and other tax laws, of the receipt of cash in exchange for our common stock pursuant to the merger.

U.S. Shareholders

The receipt of cash pursuant to the merger (or pursuant to the exercise of dissenters’ rights) by U.S. shareholders of our common stock will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. shareholder of our common stock will recognize gain or loss equal to the difference between the amount of cash received in exchange for the common stock and the U.S. shareholder’s adjusted tax basis in the common stock.

If the holding period in our common stock surrendered in the merger is greater than one year as of the date of the merger, the gain or loss will be a long-term capital gain or loss. Certain U.S. shareholders, including individuals, are eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. The deductibility of a capital loss recognized in the merger is subject to certain limitations under the Code. If you acquired different blocks of our common stock at different times and different prices, you must determine your adjusted tax basis and holding period separately with respect to each block of common stock for purposes of calculating gain or loss.

Under the Code, a U.S. shareholder of Microtek common stock may be subject to information reporting on the receipt of cash pursuant to the merger (or pursuant to the exercise of dissenters’ rights) unless the U.S.

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shareholder is a corporation or other exempt recipient. Backup withholding will also apply (currently at a rate of 28%) with respect to the amount of cash received unless the U.S. shareholder provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with the requirements of the backup withholding rules. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. shareholder’s U.S. federal income tax liability, if any, provided that the U.S. shareholder furnishes the required information to the Internal Revenue Service in a timely manner.

Non-U.S. Shareholders

Any gain realized on the receipt of cash pursuant to the merger (or pursuant to the exercise of dissenters’ rights) by a non-U.S. shareholder generally will not be subject to United States federal income tax unless one of the following applies:

Information reporting and, depending on the circumstances, backup withholding (currently at a rate of 28%) will apply to the cash received pursuant to the merger (or pursuant to the exercise of dissenters’ rights), unless the beneficial owner certifies under penalty of perjury that it is a non-U.S. shareholder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code) or such owner otherwise establishes an exemption. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a non-U.S. shareholder’s U.S. federal income tax liability, if any, provided that the non-U.S. shareholder furnishes the required information to the Internal Revenue Service in a timely manner.

Regulatory Approvals

The HSR Act and related rules provide that transactions such as the merger may not be completed until certain information has been submitted to the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice and specified waiting period requirements have been satisfied. On August 29, 2007, the Company and Ecolab each filed a Notification and Report Form with the Antitrust Division and the Federal Trade Commission and requested an early termination of the waiting period. That early termination was granted on September 10, 2007. On August 30, 2007, the Company filed a notification with the German Federal Cartel Office pursuant to the German Act against Restrictions of Competition of 1958 and received approval of the transaction from that Office

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as of September 10, 2007. On August 30, 2007, the Company and Ecolab filed a notification to the Austrian Federal Competition Authority under Section 9 of the Cartel Act of 2005 and received approval of the transaction from that Authority as of September 26, 2007.

Under the merger agreement, the Company, Ecolab and Merger Sub have agreed to use their commercially reasonable efforts to obtain all required governmental approvals in connection with the execution of the merger agreement and completion of the merger. In addition, the Company, Ecolab and Merger Sub have agreed to use their commercially reasonable efforts to take those actions as may be necessary to resolve any objections asserted on antitrust grounds with respect to the merger. However, without Ecolab’s consent, Microtek will not commit to any divestitures, licenses, hold separate agreements or similar matters. In addition, Microtek will use commercially reasonable efforts to effect, contingent upon completion of the merger, any divestitures, licenses, hold separate agreements or similar matters requested by Ecolab.

Except as noted above with respect to the required filings and expiration of any applicable waiting periods imposed as part of that review under the HSR Act, the foreign regulatory requirements and necessary approvals, and the filing of a certificate of merger in Georgia at or before the effective time of the merger, we are unaware of any material federal, state or foreign regulatory requirements or approvals required for the execution of the merger agreement or completion of the merger. There can be no guarantee that the required regulatory approvals will be obtained.

Accounting Treatment

We expect Ecolab to use the purchase method of accounting for the arrangement in which Ecolab will record the excess to fair market value of our net assets as goodwill.

THE MERGER AGREEMENT

The summary of the material terms of the merger agreement below and elsewhere in this proxy statement does not purport to be complete and is qualified in its entirety by reference to the merger agreement, which is attached as Annex A to this proxy statement. The merger agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Microtek, Ecolab and Merger Sub, or their respective affiliates. We encourage you to read carefully the merger agreement in its entirety, as the rights and obligations of the parties are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The merger agreement contains representations and warranties that the parties to the agreement made to and solely for the benefit of each other. Moreover, some of the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders, and the representations and warranties were used for the purpose of allocating risk between the parties rather than establishing matters as facts. The assertions embodied in those representations and warranties are also qualified by information contained in confidential disclosure schedules that the parties exchanged in connection with signing the merger agreement. While Microtek does not believe that the disclosure schedules contain non-public information that the securities laws require to be publicly disclosed, the disclosure schedules do contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the merger agreement. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts, because (i) they were only made as of the date of the merger agreement or a prior, specified date, (ii) in some cases they are subject to materiality and knowledge qualifiers, and (iii) they are modified in important part by the underlying disclosure schedules. These disclosure schedules contain information that has been included in Microtek’s prior public disclosures, as well as non-public information which we do not believe is required to be disclosed under the securities laws. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement, which subsequent information may or may not be fully reflected in Microtek’s public disclosures. See “Where You Can Find More Information”.

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The Merger

The merger agreement provides that, at the effective time of the merger, Merger Sub will merge with and into Microtek. Upon completion of the merger, Merger Sub will cease to exist as a separate entity and Microtek will continue as the surviving corporation and will be a wholly-owned subsidiary of Ecolab.

Effective Time

The closing will occur on a date to be agreed to by Microtek and Ecolab, which date will be not later than the second business day after all conditions to closing have been satisfied or waived, or at such other date as Microtek and Ecolab may agree upon in writing. Soon after closing, Ecolab and Merger Sub will file a certificate of merger with the Secretary of State of Georgia. The merger will become effective when that certificate is filed, or at such later time as Microtek and Merger Sub may agree upon and specify in the certificate. See “Conditions to the Merger”.

Conversion of Common Stock

At the effective time of the merger, each share of Microtek common stock outstanding immediately before the effective time of the merger, together with the associated rights issued or issuable pursuant to the Company’s rights agreement, will be converted automatically into the right to receive $6.30 in cash, without interest, and will no longer be outstanding and will be cancelled and retired, except for:

The merger consideration will be appropriately adjusted if before the effective time of the merger the outstanding shares of Microtek common stock are changed into a different number of shares because of a stock split, stock dividend or other similar event.

At the effective time of the merger, each share of Merger Sub common stock outstanding immediately before the effective time of the merger will be converted automatically into one share of the surviving corporation, resulting in Ecolab being the sole shareholder of the surviving corporation.

Treatment of Stock Options and Employee Stock Purchase Plan

At the effective time of the merger, each outstanding option to purchase shares of Microtek common stock will be canceled and converted into the right to receive cash equal to the excess, if any, of $6.30 over the exercise price per share of such option, multiplied by the total number of shares subject to the option, whether or not such option is then vested or exercisable. At or soon after the effective time of the merger, Ecolab will pay each optionee the appropriate amount.

On the day before the effective time of the merger, all amounts allocated to each participant under Microtek’s Employee Stock Purchase Plan as of such day will be used to purchase whole shares of Microtek common stock at the price determined under the terms of the plan, using such day as the final purchase date for any outstanding offering periods. The plan will terminate immediately after the purchase of the Microtek common stock.

Payment for Shares

At or soon after the effective time of the merger, Ecolab will deposit with the paying agent an amount of cash sufficient to pay the aggregate merger consideration. Promptly after the effective time of the merger, the paying agent will mail a letter of transmittal and instructions to the shareholders which will describe to shareholders how to surrender their Microtek common stock certificates in exchange for the merger consideration.

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Shareholders should not return their stock certificates with the enclosed proxy card, and they should not forward their stock certificates to the paying agent without a letter of transmittal.

A shareholder will not be entitled to receive the merger consideration until such shareholder surrenders its Microtek common stock certificate or certificates to the paying agent or an agent’s message for shares that are not represented by a certificate, together with a duly executed letter of transmittal. The merger consideration may be paid to a person other than the person in whose name the corresponding certificate is registered if the certificate is presented to the paying agent accompanied by all documents required to evidence and effect such transfer and evidence that any applicable stock transfer or other taxes have been paid. No interest will be paid or will accrue on the cash payable upon surrender of the certificates.

At the effective time of the merger, Microtek’s stock transfer books will be closed, and there will be no further registration of transfers of outstanding shares of Microtek common stock. If, after the effective time of the merger, certificates are presented to the surviving corporation or the paying agent for transfer or any other reason, they will be canceled and exchanged for the merger consideration.

Upon Ecolab’s request, the paying agent will return to Ecolab, all funds held by the paying agent for payment to the holders of unsurrendered certificates that are unclaimed one year after the effective time of the merger. Thereafter, any holder of unsurrendered certificates may look only to Ecolab for payment of the merger consideration. None of Ecolab, Merger Sub, Microtek or the paying agent will be liable to any person for any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. All merger consideration unclaimed three years after the effective time of the merger or immediately prior to the date on which the merger consideration would otherwise escheat to any public official, whichever is earlier, will, to the extent permitted by applicable law, become the property of Ecolab.

If a shareholder’s certificate has been lost, stolen or destroyed, before the shareholder will be entitled to receive the merger consideration, the shareholder will have to execute an affidavit of that fact, and, if required by Ecolab, post a bond in an amount determined by Ecolab as sufficient to protect Ecolab against any claim that may be made against it with respect to that certificate.

The surviving corporation and Ecolab will be entitled to deduct and withhold applicable taxes from the merger consideration and the option consideration and pay such withholding amount over to the appropriate taxing authority.

Representations and Warranties

Representations and Warranties of Microtek.  The merger agreement contains various representations and warranties made by Microtek to Ecolab and Merger Sub, subject to identified exceptions and qualifications, including among others representations and warranties relating to:

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Some of the representations and warranties referred to above are not breached unless the breach of the representation or warranty has had or would reasonably be expected to have a Company Material Adverse Effect on Microtek. As used in the merger agreement, a Company Material Adverse Effect with respect to Microtek means: changes, effects, events, violations, inaccuracies, circumstances or conditions that, individually or in the aggregate, have or would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, financial condition, operations or results of operations of Microtek and its subsidiaries, taken as a whole, or that materially impedes or delays or would reasonably be expected to materially impede or delay consummating the merger; provided, however, that none of the following, either individually or in combination, will be considered in determining whether a Company Material Adverse Effect has occurred:

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However, the facts or occurrences resulting in the effects referred to in the last two bullet points above will be taken into account in determining whether there has been a Company Material Adverse Effect, unless such facts or occurrences are otherwise excluded from such determination.

Representations and Warranties of Ecolab and Merger Sub.  The merger agreement also contains various representations and warranties by Ecolab and Merger Sub to Microtek, subject to identified exceptions and qualifications, including among others representations and warranties relating to:

The representations and warranties of each of the parties to the merger agreement expire at the effective time of the merger.

Conduct of Our Business Pending the Merger

From the date of the merger agreement to the effective time of the merger, unless otherwise provided in the merger agreement or consented to in writing by Ecolab, Microtek and its subsidiaries agreed to carry on their respective businesses in the ordinary course of business consistent with past practices and in material compliance with applicable laws, and use commercially reasonable efforts to maintain and preserve their business organization, and relationships with customers, suppliers, licensors, licensees, distributors, governmental authorities, creditors and others having business dealings with them.

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From the date of the merger agreement to the effective time of the merger, Microtek and its subsidiaries agreed, with limited exceptions, not to do any of the following, except as contemplated by the merger agreement or otherwise consented to by Ecolab:

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No Solicitation of Transactions

We have agreed that we will not, directly or indirectly:

We are required to use our commercially reasonable efforts to ensure that none of our directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives, or those of our subsidiaries, take any of the foregoing actions. If they nevertheless do, then those actions will be deemed a breach by Microtek.

For purposes of the merger agreement, the term “takeover proposal” means any inquiry, proposal or offer:

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Except as described below, Microtek’s board of directors may not withdraw, modify or qualify its recommendation that Microtek’s shareholders adopt the merger agreement or approve, recommend or permit Microtek to be bound by any agreement or understanding relating to any takeover proposal. Prior to the approval of the merger agreement by Microtek’s shareholders, however, if Microtek receives a bona fide, written takeover proposal that it did not initiate, solicit or knowingly facilitate or encourage, then Microtek may furnish information to and participate in discussions with the person making the takeover proposal, if and only to the extent that:

For purposes of the merger agreement, the term “superior proposal” means a bona fide, written proposal or offer made by a third party to acquire, by merger, business combination, stock purchase or other transaction, all or substantially all of the voting power of Microtek’s capital stock or all or substantially all of Microtek’s consolidated assets that Microtek’s board of directors determines in good faith after consultation with its legal and financial advisor would, if consummated, (i) involve consideration to Microtek’s shareholders that is superior to the merger consideration under the merger agreement and be more favorable to Microtek’s shareholders than the merger taking into account all of the terms and conditions of such proposal and any other factors Microtek’s board deems relevant and (ii) is reasonably capable of being completed on the terms proposed, taking into account all financial, regulatory, legal and other aspects of such proposal.

Furthermore, at any time prior to the approval of the merger agreement by Microtek’s shareholders, in response to a superior proposal, Microtek’s board of directors may withdraw, modify or qualify its recommendation that Microtek’s shareholders adopt the merger agreement or approve, recommend or permit Microtek to be bound by any agreement or understanding relating to any superior proposal, but only if:

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We have also agreed:

Indemnification

Microtek’s present and former officers and directors have rights to indemnification and advancement of expenses for acts or omission occurring prior to the effective time of the merger and these rights will continue after the merger. The surviving corporation’s articles of incorporation and bylaws will contain provisions no less favorable with respect to such indemnification and advancement of expenses than the provisions currently in Microtek’s articles of incorporation and bylaws and each indemnification agreement between Microtek and a present or former officer or director will continue in force after the merger in accordance with its terms. In addition, before the effective time of the merger, Microtek intends to purchase a six year extended reporting period endorsement under its existing directors’ and officers’ liability insurance policy and employee benefit plan fiduciary liability insurance policy.

Shareholder Litigation

Microtek will keep Ecolab apprised of developments relating to, and consult with Ecolab with respect to, any proceedings by a Microtek shareholder related to the merger. Subject to applicable law, Microtek has agreed to use reasonable efforts to defend any such proceeding and to cooperate with Ecolab and Merger Sub in such defense. Ecolab and Merger Sub also have the right to participate in the defense of any such proceedings and Microtek may not settle any such proceedings without Ecolab’s consent.

Legal Requirements

Subject to the terms and conditions of the merger agreement, each party has agreed to use commercially reasonable efforts to take all actions and assist and cooperate with each other in doing, all things necessary to consummate the merger, including:

Microtek’s board of directors will use commercially reasonable efforts to minimize the effect of any state takeover statute or similar law that is or becomes applicable to the merger agreement or the merger.

Each of the parties agrees, as promptly as practicable, to cooperate and to use commercially reasonable efforts to prepare filings, make filings and notices, amend or furnish additional information, respond to inquires and requests from governmental authorities and facilitate the earliest possible termination of all waiting periods and the earliest possible granting of all required consents in connection with any applicable federal, state or foreign competition, merger control, antitrust or similar law, regulation or decree, including the HSR Act.

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Each of the parties will use commercially reasonable efforts to resolve any objections or suits by any third party challenging the merger or which would otherwise prohibit or materially impair or materially delay completion of the merger. However, without Ecolab’s consent, Microtek will not commit to any divestitures, licenses, hold separate agreements or similar matters. In addition, Microtek will use commercially reasonable efforts to effect, contingent upon completion of the merger, any divestitures, licenses, hold separate agreements or similar matters requested by Ecolab.

Each of the parties will, as permitted by applicable law or the applicable governmental authority:

Employee Matters

Certain employee benefit plans of Microtek will be assumed by the surviving corporation as of the effective time of the merger. The other benefit plans of Microtek will be terminated as of the effective time of the merger, but each Microtek employee will be eligible to participate without any waiting period in each Ecolab benefit plan that is comparable to the terminated Microtek plans in which they were participating immediately before the effective time of the merger. In addition, for purposes of satisfying the eligibility, participation and vesting requirements under Ecolab’s benefit plans, each Microtek employee will receive credit for his or her service with Microtek before the effective time of the merger to the same extent such employees were entitled to credit for such service under any comparable Microtek benefit plan, except to the extent such credit would not have been taken into account under Ecolab’s benefit plans if such service had been for Ecolab. Service with Microtek need not be taken into account in determining accrued benefits or the amount of any employer subsidy under an Ecolab benefit plan.

For Ecolab’s benefit plans that provide medical, dental, pharmaceutical or vision benefits to any Microtek employee or covered dependent, Ecolab will cause all pre-existing conditions and actively-at-work requirements to be waived to the extent such exclusions and requirements would not have applied to such person under the corresponding terminated Microtek benefit plan. Ecolab will also cause any eligible expenses incurred by a Microtek employee or covered dependent under a terminated Microtek benefit plan to be taken into account under the comparable Ecolab plan for purposes of satisfying all deductible, coinsurance and maximum out of pocket requirements applicable to such employee and covered dependent for the applicable plan year as if those amounts had been paid in accordance with Ecolab’s benefit plan.

Elections, claims, contributions and payments made by Microtek employees in respect of benefit plans providing health or dependent care spending account benefits will be taken into account under Ecolab’s health or dependent care spending account benefit plans. Microtek’s employees will carry over and receive credit for any vacation time accrued under Microtek’s vacation policy as of the effective time of the merger.

Before the effective time of the merger, the compensation committee of Microtek’s board of directors will determine, and may provide for the payment of annual bonuses for the 2007 plan year under Microtek’s Annual Executive Performance Bonus Plan and Microtek’s Pay for Performance Bonus Plan, which bonuses will be prorated if the effective time of the merger is before January 1, 2008. At the effective time, the Company may make payments under its sale of business bonus program.

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Microtek may amend the Microtek Medical Holdings, Inc. 401(k) Plan to permit Microtek to make an employer matching contribution under the plan for the period beginning on the first day of the calendar quarter in which the effective time of the merger occurs and ending at the effective time of the merger.

Conditions to the Merger

The obligations of Microtek, Ecolab and Merger Sub to effect the merger are subject to the satisfaction of the following conditions:

The obligations of Ecolab and Merger Sub to complete the merger are subject to the satisfaction or waiver of the following additional conditions:

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The obligations of Microtek to complete the merger are subject to the satisfaction or waiver of the following additional conditions:

Termination

The merger agreement may be terminated prior to the effective time of the merger, whether before or after obtaining the required shareholder approval, as follows:

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Fees, Expenses and Termination Fee

Each party is to pay all fees and expenses incurred by it in connection with the merger agreement and the merger.

However, Microtek has agreed to pay Ecolab a termination fee of $9.0 million if:

If the Company fails to pay the termination fee to Ecolab when due, the termination fee will be deemed to include the costs and expenses incurred by Ecolab in connection with the collection and enforcement of the termination fee payment, together with any interest on the unpaid termination fee, beginning on the date the termination fee became due and continuing until it is paid, at a rate equal to the prime rate of Citibank N.A. plus 1%.

Payment of the termination fee is the sole and exclusive remedy of Ecolab and Merger Sub for events that give rise to the termination fee upon termination of the merger agreement in connection with the occurrence of such events.

Amendment and Waiver

The merger agreement may be amended only by written agreement of Ecolab, Merger Sub and Microtek at any time prior to the effective time of the merger. Any failure of a party to comply with any obligation, covenant, agreement or condition in the merger agreement may be waived in writing by the party entitled to such compliance, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

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