10KSB/A

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-KSB/A
(Mark One)

        [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            For the fiscal year ended December 31, 2002

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            For the transition period from _______________ to ________________

            Commission file no.       0-24921

                         Surgical Safety Products, Inc.
                 (Name of small business issuer in its charter)

          New York                                       65-0565144
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)


8374 Market Street, Number 439
Bradenton, Florida                                          34202
(Address of principal executive offices)                  (Zip Code)

                                 (941) 360-3039
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

                                      None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                                (Title of class)

        Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

        Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

        State issuer's revenues for its most recent fiscal year. $18,536.

        On April 14, 2003, the aggregate market value of shares of common stock
owned by non-affiliate on April 14, 2003 was $170,217.






                                TABLE OF CONTENTS


PART I

Item 1.           Description of Business                                      1
Item 2.           Description of Property                                      14
Item 3.           Legal Proceedings                                            14
Item 4.           Submission of Matters to a Vote of Security Holders          15

PART II

Item 5.           Market for Common Equity and Related Shareholder Matters     15
Item 6.           Management's Discussion and Analysis or Plan of Operation    17
Item 7.           Consolidated Financial Statements                            24
Item 8.           Changes and Disagreements with Accountants
                           on Accounting And Financial Disclosure              38

PART III

Item 9.           Directors, Executive Officers, Promoters and
                           Control Persons; Compliance with Section 16(a)
                           of the Exchange Act                                 38
Item 10.          Executive Compensation                                       40
Item 11.          Security Ownership of Certain Beneficial Owners and
                           Management                                          45
Item 12.          Certain Relationships and Related Transactions               46
Item 13.          Exhibits and Reports on Form 8K                              48
Item 14.          Controls and Procedures                                      51
Item 16.          Principal Accountant Fees and Services                       51

SIGNATURES                                                                     52

CERTIFICATIONS                                                                 53

EXHIBIT INDEX                                                                  55


                                      (i)




                                     PART I


        This Report contains certain forward-looking statements of the intentions,
hopes, beliefs, expectations, strategies, and predictions of Surgical Safety
Products, Inc. or its management with respect to future activities or other
future events or conditions within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These statements are usually identified by the use of words such as
"believes," "will," "anticipates," "estimates," "expects," "projects," "plans,"
"intends," "should," "could," or similar expressions. Investors are cautioned
that all forward-looking statements involve risks and uncertainty, including,
without limitation, variations in quarterly results, volatility of Surgical
Safety Products, Inc.'s stock price, development by competitors of new or
competitive products or services, the entry into the market by new competitors,
the sufficiency of Surgical Safety Products, Inc.'s working capital and the
ability of Surgical Safety Products, Inc. to retain management, to implement its
business strategy, to assimilate and integrate any acquisitions, to retain
customers or attract customers from other businesses and to successfully defend
itself in ongoing and future litigation. Although Surgical Safety Products, Inc.
believes that the assumptions underlying the forward-looking statements
contained in this Report are reasonable, any of the assumptions could be
inaccurate, and, therefore, there can be no assurance that the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included in
this Report, the inclusion of such information should not be regarded as a
representation by Surgical Safety Products, Inc. or any other person that the
objectives and plans of Surgical Safety Products, Inc. will be achieved. Except
for its ongoing obligation to disclose material information as required by the
federal securities laws, Surgical Safety Products, Inc. undertakes no obligation
to release publicly any revisions to any forward-looking statements to reflect
events or circumstances after the date of this Report or to reflect the
occurrence of unanticipated events. Accordingly, the reader should not rely on
forward-looking statements, because they are subject to known and unknown risks,
uncertainties, and other factors that may cause our actual results to differ
materially from those contemplated by the forward-looking statements.

Item 1. Description of Business.

        Business Development

        Surgical Safety Products, Inc. (the "Company" or "Surgical") is
incorporated in the State of New York and qualified to do business as a foreign
corporation in the State of Florida. Surgical was originally was incorporated
under the laws of the State of Florida on May 15, 1992. On November 28, 1994 the
Company merged into Sheffeld Acres Inc., a New York corporation that had
approximately 1,100 shareholders, but had never commenced operations. Although
Sheffeld Acres, Inc. was technically the surviving entity, the Company changed
its name after the merger to Surgical Safety Products, Inc. Articles of Merger
were filed with the State of Florida on October 12, 1994 and a Certificate of
Merger was filed with the State of New York on February 8, 1995. The Company
filed to do business as a foreign corporation on April 11, 1995 in the State of
Florida. The Company's Common Stock is quoted on the OTC Bulletin Board under
the symbol "SSPD". The Company's corporate mailing address is 8374 Market
Street, Number 439, Bradenton, Florida 34202, its telephone number is (941)
360-3039 and its facsimile number is (941) 360-3039.

        The Company has two wholly owned subsidiaries: C5 Health, Inc., a private
Delaware corporation and Power3 Medical, Inc., a private Nevada corporation.




                                       1



Power3 Medical, Inc. was formed on March 31, 2003 for the purpose of
re-domiciling the Company in the State of Nevada.

        General

        The Company's overall mission is the research, development, production and
distribution of innovative products and services for healthcare. The Company's
sole current product is a traditional safety product called SutureMate(R)
surgical safety device. The Company intends to develop additional products and
services relating to providing a safer and more efficient environment for
healthcare workers, manufacturers and patients and to expand its operations to
provide products and services for immediate communication and access to
information in the healthcare industry while complying with expanding patient
confidentiality regulations. Although the Company intends to develop additional
products and services and to develop and market electronic solutions to the
healthcare industry, no additional products are currently under development and
such additional planned products may never be developed or offered.

        The Company was relatively inactive during much of 2002 as it sought a
merger partner and working capital to carry out its business plan. The Company
currently has a single product which accounts for all of its revenue generating
operations. The SutureMate(R)surgical safety device, a patented, disposable,
surgical assist device, was initially introduced in 1993. Its unique design
facilitates one-handed suturing. The SutureMate(R)surgical safety device allows
the surgeon to use a safer, more efficient method of surgical stitching and has
features to prevent accidental needle sticks and assist in finishing surgical
sutures with one hand, including a foam needle-cushion and a suture-cutting
slot. The Company expects to automate the manufacture of the SutureMate(R)
surgical safety device if sales volume can be increased to economic levels.

        The Company has other products including patented medical devices and other
non-patented digital products which to date have not been fully developed and
have not created significant revenue. The Company does not presently plan to
further develop these products and is seeking strategic alliances to pursue the
development and commercialization of these products. It is anticipated by the
Company's management that these products may never be developed to a state of
commercial significance or viability. The Company is seeking to expand its
business through the acquisition of additional products or additional lines of
business that do not require significant development. There can be no assurance
that the Company will be successful in its efforts.

        Corporate Developments

        In December 1999, the Company entered into an agreement with the firm of
Thompson & Kernaghan & Co. providing for a convertible secured line of credit in
the amount of $5,000,000. On February 7, 2001, the Company executed a loan
cancellation and settlement agreement effectively terminating the line of credit
agreement. Pursuant to the termination agreement, the remaining balance of the
debt as of such time was to continue to accrue interest at 8% until the notes
and related accrued interest were fully converted. At December 31, 2001, the
balance of the notes and accrued interest was $341,442; this amount, and
additional interest of $19,893 earned by the lender in 2002, was converted to
843,560 shares of the Company's common stock on December 15, 2002.
Simultaneously, the note was returned to the Company thereby terminating all
related rights and obligations, including the rights of the lender to exercise
certain warrants, that had been granted during the term of the loan.



                                       2


        On May 22, 2001, C5 Health, Inc., acquired certain assets from Millennium
Health Communications, Inc. (MHC) including furniture and fixtures, computer
equipment, and approximately 315 domain names under an asset purchase agreement
that was amended on September 1, 2001. At the time of the acquisition William P.
Danielczyk was the Chief Executive Officer and founder of MHC. C5 Health, Inc.
was acquired by the Company in October 2001 and Mr. Danielczyk became the
Chairman of the Board and a major stockholder of the Company. Under the
agreement with MHC, C5 Health, Inc. issued two (2) secured promissory notes
payable on December 31, 2002 in the aggregate amount of $960,000 under which
title to the acquired assets were subject to a security interest in favor of
MHC. MHC's corporate status in Virginia and Delaware was revoked in 2002.
Although the Company has made diligent efforts to contact MHC for final
resolution of the outstanding notes, the Company has been unable to locate any
person that represents MHC in these matters and has treated the outstanding
notes as converted to paid-in capital because of the relationship between Mr.
Danielczyk and the Company.

        In May 2002, the Company entered a lease expiring May 2006 for its
corporate offices for a monthly lease obligation of $4,500. This lease was
terminated on October 26, 2002 and all future obligations were released in
exchange for a promissory note totaling $33,009, which included termination and
all related fees. The promissory note is due October 29, 2003 and accrues
interest at 6% per annum.

        Effective June 1, 2001, the board of directors passed a resolution
regarding the employment arrangement with Dr. Swor. The board resolved that such
arrangement be for a period of five (5) years at an annual salary of $100,000
per year. Said salary may be accumulated by Dr. Swor if necessary and may be
converted into shares of the Company's Common Stock at his election. For the
first year, said salary may be converted at 75% of the fair market value on June
1, 2001. Dr. Swor was granted the opportunity to convert all accrued but unpaid
salary due him through May 31, 2001 at the closing bid price on June 1, 2001.
Dr. Swor's accrued but unpaid salary amounted to $93,150 and this was converted
into 4,657,500 shares of restricted Common Stock based upon the applicable price
on June 1, 2001. Under this arrangement, Dr. Swor accrued $58,333 in salaries in
2001 and $25,000 in the first quarter of 2002, both of which amounts remain
unpaid and are presently due to the former officer and director. Dr. Swor turned
the majority of his efforts to other business activities and the arrangement
ended effective March 31, 2002. Dr. Swor officially relinquished his Acting CEO
title to Timothy S. Novak August 8, 2002, and subsequently resigned from the
board of directors in February 2003.

        On August 12, 2002 and effective June 1, 2002, the board of directors
passed a resolution regarding employment arrangement with its newly appointed
chief executive officer, Timothy S. Novak and chief financial officer, R. Paul
Gray. The Board resolved that such arrangement be for an annual salary of
$150,000 for each officer. The agreements may be terminated for any reason; if
the Company elects to do so without cause, then the officers will be entitled to
compensation and benefits for a period of ninety days. Under these agreements
the officers had accrued $125,000 as of March 31, 2003, which remains unpaid. On
March 31, 2003, each officer converted $100,000 of this accrued and unpaid
salary in consideration for issuance of preferred stock as described following.

        On March 31, 2003, the Company's board of directors authorized and approved
several resolutions (the "Restructure Plan"). The Restructure Plan includes: the
creation of a 2003 Stock Compensation Plan and filing of Form S-8 to register
the shares under the 2003 Stock Compensation Plan, the authorization of a Series



                                       3



A Preferred Stock consisting of 4,000,000 shares, issuance of 2,660,000 of
Series A Preferred Stock in consideration of accrued and unpaid salary totaling
$200,000 to officer's Tim Novak and Paul Gray of the Company, issuance of
1,330,000 of Series A Preferred Stock to Mr. Jerry Leonard in consideration of
$100,000 cash, the incorporation of a subsidiary to be known as Power3 Medical,
Inc. which has been incorporated under the laws of the state of Nevada as a
wholly owned subsidiary of the Company, and approval of a merger agreement with
and into its Power3 Medical, Inc. expected to be effective June 19, 2003, and
the issuance of one share of Power3 Medical, Inc. to the shareholders of the
Company in exchange for each 50 shares of the Company's common stock held on the
date of the merger.

        On March 31, 2003 the Company entered a series of consultant relationships
to assist in business development and company and product acquisitions. These
consultant agreements are encompassed in the 2003 Stock Compensation Plan as
described in preceding paragraph. These consultants will receive warrants for
8,000,000 shares of common stock registered under a contemplated S-8 filing
described above. The following table describes each of the terms of each such
agreement.


   Consultant                                Services                                 Compensation           Duration

Resource Capital            sole restructuring agent, general co-ordination of     50,000 unregistered        Evergreen
Management, Inc.            outside contract services, identification of           shares of Common Stock       30 days
                            outside resources, restructure supervision                                       termination
                                                                                                               notice

Claudia Arps                electronic commerce marketing strategy and             Warrants to purchase       One year
                            implementation, business structure analysis and        1,600,000 shares of
                            execution, internal policies and procedures               Common Stock
                            development and implementation

Heinrich Hessels            market analysis, negotiation and relationship          Warrants to purchase       One year
                            management, operation and workflow analysis and        1,600,000 shares of
                            design, market perception and brand positioning            Common Stock

Karin Hoermann              business position analysis and definition, brand       Warrants to purchase       One year
                            and new venture launches, operation functionality      1,600,000 shares of
                            analysis and consolidation                                 Common Stock

Paul McAteer                employee relations and incentive  compensation plans   Warrants to purchase       One year
                            advice, expansion strategies and implementation        1,600,000 shares of
                            including services and geographical analysis,             Common Stock
                            merger and acquisition analysis and strategy
                            development



                                       4


   Consultant                                Services                                 Compensation           Duration

Jack Sherman                marketing strategy and implementation, market          Warrants to purchase       One year
                            analysis and expansion,  strategic alliance analysis   1,600,000 shares of
                            and development                                            Common Stock

The warrants issued pursuant to the forgoing consulting agreements contain
provisions that would prevent the reduction in the number of shares of stock
that would be issued upon a reverse split, combination, reclassification or
other reduction in the number of shares of the Company outstanding.

        The Company signed a letter of intent with Scan America USA, Inc. on July
11, 2002 to effect a 50/50 merger. Scan America USA, Inc., a private Florida
corporation is a provider of electron beam tomography (EBT) technology and has a
mobile EBT scanner presently deployed. This letter of intent was subsequently
terminated in the first quarter of 2003.

        In 2002, Dr. Robert Lyles and Messrs. David Swor, William Danielczyk and
James Stuart resigned from the board of directors. The individuals resigned to
pursue personal interests and other business interests that the Company
determined it would not pursue. No disagreements existed between the Company and
any of the directors that resigned.

        Timothy S. Novak was elected chairman of the board replacing Mr. Danielczyk
and Chief Executive Officer replacing Dr. Michael Swor who was the acting Chief
Executive Officer. Dr. Swor resigned from the board of directors in February
2003. Mr. R. Paul Gray was promoted from acting Chief Financial Officer to Chief
Financial Officer in August 2002.

        At December 31, 2002, the Company was indebted to Dr. Michael Swor for
$41,563 for advances he made on behalf of the Company that bear interest at the
fixed rate of 10% per annum that are due on demand. In addition, the Company is
indebted to Dr. Swor in the amount of $101,700 representing advances to the
Company. These advances are unsecured, non-interest bearing and due on demand.

        At December 31, 2002, unsecured promissory notes were due to Mr. Tim Novak
in the amount of $22,000 and to Mr. Paul Gray in the amount of $17,000. These
notes accrue interest at 9.5% per annum, are unsecured, and are due on demand.

        At December 31, 2002, the Company owed Dr. Michael Swor accrued salary of
$83,999, Mr. Tim Novak accrued salary of $145,000, Mr. Paul Gray accrued salary
of $87,500, and Mr. Ben Rosenbaum, a former officer of C5 Health, Inc., accrued
salary of $30,000.

        Business of Issuer

        In the last several years, the Company had maintained several operating
divisions to encompass their various products and services. These included an
Information Systems Division and Medical Products Division. These are no longer
distinct divisions, as most of the products are no longer considered



                                       5



commercially viable by management. The only remaining viable product is the
SutureMate(R)surgical safety device as discussed below.

        SutureMate(R)Surgical Safety Device

        The SutureMate(R)surgical safety device is a patented, disposable, surgical
assist device, initially introduced in 1993. Its unique design facilitates the
one-handed suturing technique. When one-handed suturing is not used, extra steps
are required by the surgeon or the assistant in cutting the needle free of the
suture thread and extra time and hand movements are required of the surgeon in
manually adjusting needles while using a needle holder in most suturing
processes. The SutureMate(R)surgical safety device allows the surgeon to use a
safer, more efficient method of surgical stitching. The product has safety and
convenience features which include a foam needle-cushion and a suture-cutting
slot to assist in one-handed suturing.

        The SutureMate(R)surgical safety device was re-designed in late 1998 and
has been re-released since demand has increased due to statutory changes
relating to needlestick injuries. Legislation has been adopted at both the
federal and state level. An overview of state needle safety legislation can be
viewed at www.cdc.gov/niosh/ndl-law.html. This legislation essentially requires
state agencies with employees at risk to implement needleless systems and sharps
with engineered sharps injury protection in order to prevent the spread of
bloodborne pathogens in the workplace.

        The product was re-engineered and updated after feedback from over 4,000
surgeons and surgical technologists who used or reviewed the product since its
inception. As a result of the re-design, the Company believes that there are new
clinical advantages and that the product can be produced at a significantly
lower manufacturing cost. These beliefs are based on the fact that the re-design
includes a tent-like configuration with a hidden cutting device contained
between the adhesive base and the holding device. This allows the surgeon to
separate the needle from the suture without a scrub nurse intervening with a
scissor. The cost reduction will result from the fact that the original version
cost approximately $6.00 per unit while the new version costs approximately
$1.10 per unit including packaging and sterilization, allowing it to be marketed
in the $4 to $6 range which is more in keeping with pricing for a disposable
product. Due to its acceptance by user and quality standards, the
SutureMate(R)surgical safety device is a "proven" product that complies with
current legislation.

        On Feb 13, 2001, the Company announced an agreement with DeRoyal
Industries, Inc. ("DeRoyal") to distribute the SutureMate(R) surgical safety
device worldwide. DeRoyal is the largest privately held healthcare supplier of
safety devices with over 250 sales representatives worldwide. Formed in 1973,
DeRoyal is a international, vertically-integrated supplier of institutional and
consumer healthcare products and services, with 27 subsidiaries and affiliates
in seven states (California, Florida, Georgia, Oklahoma, South Carolina,
Tennessee, and Virginia) and ten countries (Canada, Costa Rica, England,
Estonia, Germany, Ireland, Italy, the Netherlands, Sweden and the United
States). DeRoyal's four business units, Acute Care, Patient Care, Wound Care and
OEM (original equipment manufacturer) produce more than 25,000 products,
including: rehabilitation and therapy products, sports medicine supports,
orthopedic bracing and supports, fiberglass and plaster casting; wound care
dressings; unitized surgical delivery systems; surgical accessories; neonatal,
labor and delivery products; angiographic, endoscopic, anesthesia and
temperature monitoring products; as well as manufacturing services in plastics,
textiles, electrical manufacturing, converting and sterilization. DeRoyal
introduced the re-designated SutureMate(R)surgical safety device at the national



                                       6


convention of the Association of Operating Room Nurses (AORN), a national
association of operating room nursing professionals, in March, and placed an
order for 8,000 units for which the Company was paid when it made delivery in
May 2001. DeRoyal carries the SutureMate(R)surgical safety device in its
surgical safety accessory line, which is being highly promoted in the current
environment of bloodborne pathogen concern and increased safety legislation. The
Company received orders for approximately 10,000 SutureMate(R)surgical safety
devices in 2002 and approximately 5,000 units in the 1st quarter of 2003.

        The Company continues to ship this product. Currently, the re-designed
SutureMate(R)surgical safety device is manufactured by the Hansen Plastic
Division of Tuthill Corporation at their plant located in Clearwater, Florida
("Tuthill"). There is no blanket agreement between the Company and Tuthill
regarding the manufacturing of the SutureMate(R)surgical safety device and each
manufacturing run is separately contracted as required. The Company believes
that there are a large number of manufacturers that would be willing and capable
of manufacturing the SutureMate(R)surgical safety device if its relationship
with Tuthill is interrupted for any reason. The Company is continuing the
process of negotiating additional manufacturing sources and original equipment
manufacturer sales.

Business Strategy

        The Company's business strategy, which is dependent upon obtaining
sufficient additional financing, is to enhance the commercialization of its
existing product and to aggressively look for appropriate product and company
acquisitions. The Company remains committed to providing innovative products and
services within the healthcare industry. The Company's current revenues are
based solely upon the sale of the SutureMate(R)surgical safety device. The
Company's revenues are dependent on the volume of sales from its products.

        Revenues from sales are recognized in the period in which sales are made.
The Company's gross profit margin will be determined in part by its ability to
estimate and control direct costs of manufacturing and its ability to
incorporate such costs in the price charged to clients.

Sales and Marketing

Markets

        The primary medical industry markets include hospitals, healthcare
facilities, surgeons, nurses, and technologists in procedure-oriented
specialties, including obstetricians, dentists, emergency room personnel and
other medical professionals.

        The Company believes that the criteria for another appropriate strategic
partner for an alliance with the Company would include a worldwide presence; a
dedicated, highly trained sales force with access to the operating room; an
acknowledged leader in the industry; and an interest in diversification of its
existing product lines.




                                       7



Distribution of Products

        The SutureMate(R)surgical safety device is currently the Company's only
product available in the marketplace. The arrangement with DeRoyal provides for
the worldwide distribution of the SutureMate(R)surgical safety device. An order
of 10,000 pieces was made in 2002 and in the 1st Quarter 2003, DeRoyal placed an
order for 5,000 pieces.

Competition

        There is intense competition in the markets in which the Company engages in
business. However, the Company believes that there is relatively little
competition for its products, developed and undeveloped, at this time.

        Notwithstanding its innovative product line, there are many major companies
which could compete with the Company due to their size and market share in the
medical products area. The Company believes that these major companies will
continue their efforts to develop and market competitive devices and products.

        There is intense competition in sales of products for use in gynecological,
spinal, vascular, cardiovascular, interventional cardiology, breast biopsy,
urologic, orthopedic and oncological procedures. A broad range of companies
presently offer products or are developing products for the use in such
procedures. Many of these companies have significantly greater capital than the
Company and are expected to devote substantial resources to the development of
newer technologies which would be competitive with products which the Company
may offer. There are also a number of smaller companies which offer such
products which present additional competition.

        The Company's principal methods of competing are the development of
innovative products, the performance and breadth of its products, its
technically trained sales force, and its educational services, including
sponsorship of training programs. Most of the Company's potential major
competitors have greater financial resources than the Company. Some of its
potential competitors have engaged in substantial price discounting and other
significant efforts to gain market share, including bundled contracts for a wide
variety of healthcare products with group purchasing organizations. In the
current healthcare environment, cost containment has become a significant factor
in purchasing decisions by hospitals. Additional cost effectiveness was one of
the principle factors in the redesign of the SutureMate(R)surgical safety
device.

        Surgical currently has a limited sales force. However, at such time as the
Company has a suitable strategic partner and adequate funding, it intends to
train its sales force on an ongoing basis to focus on healthcare worker safety
issues.

        The Company believes that the advantages of its various products and its
customer assistance programs will continue to provide the best value to its
customers. However, there is considerable competition in the industry and no
assurance can be given as to the Company's competitive position. The impact of
competition will likely have an effect on sales volumes and on prices charged by
the Company. In addition, increased cost consciousness has revived competition
from reusable instruments to some extent. The Company believes that single use
instruments are safer and more cost efficient for hospitals and the healthcare
system than reusable instruments, but it cannot predict the extent to which
reusable instruments will competitively impact the Company.



                                       8


Sources and Availability of Raw Materials

        Raw materials necessary for the manufacturer of parts, components and
packaging supplies for all of the Company's products manufactured by the Medical
Products Division are readily available from numerous third-party suppliers.

        The Company does not rely on any other principal suppliers for any of its
raw materials. However, with regard to the SutureMate(R)surgical safety device,
the Company has received a price quotation from Tuthill Plastics, Inc. for the
manufacture of the re-designed the SutureMate(R)surgical safety device.

Dependence on Major Customers

        The SutureMate(R)surgical safety device sales are currently principally
reliant upon DeRoyal and in-house distribution and re-establishment of various
distribution arrangements for generating revenues for this product. Subject to
the availability of additional funding, of which there can be no assurance, the
Company believes that it can increase its customer base so that the loss of any
one client will not adversely impact upon the financial condition of Surgical.

Research and Development

        The Company believes that research and development is an important factor
in its future growth but has been unable to conduct any research or development
activities in the last two years because of funding limitations. Prior to 2001,
the Company engaged in extensive product research and development and it has at
least four (4) additional products for the medical and healthcare community, all
of which were in various stages of development, from prototype to patent.
Subject to the availability of additional funding, the Company again may devote
a substantial amount of time to the research and development of products within
distinct product lines. The Company believes that the products that were
previously under development will not be produced or distributed by the Company
without significant expenditures.

Patents, Copyrights and Trademarks

        Patents are significant to the conduct of the Company's business. The
Company owns four patents on two products: U. S. Patent No. 4,969,893 issued on
November 13, 1990, U. S. Patent No.'s Des. 353,672 issued on December 20, 1994
and U.S. Patent No. 5,385,569 issued on January 31, 1995, each for the
SutureMate(R)surgical safety device; and United States Patent No. 5,364,375
issued on November 15, 1994 for the ProstasertTM insert device. Dr. Michael Swor
was the inventor of both devices and originally secured the patents which he
later assigned to the Company in exchange for stock.

        On June 1, 1998, the Company filed for two patent applications on the
OASiSTM system, which includes propriety aspects of the software, algorithms and
reports, as well as the inservice training modules which are owned by the
Company. Neither of these patents have been issued to date and the applications
are still pending.

        The Company has an extensive library of copyrighted educational and
training material related to occupational safety and surgical techniques. These



                                       9



include the Surgical Safety Manual published in 1994, which was revised in 1996.

        The Company filed on July 1, 1993 for trademark registration with the
United States Patent and Trademark Office for the SutureMate(R)surgical safety
device. This trademark was registered on April 5, 1994.

Governmental Regulation

FDA Approval

        Regulation by governmental authorities in the United States and foreign
countries is a significant factor in the development, manufacture and marketing
of the Company's current and future products and services. It is anticipated
that virtually all of the products developed by the Company will require
regulatory approval by governmental agencies prior to commercialization.

        Prior to entering commercial distribution, all medical devices must undergo
FDA review under one or two basic review procedures: a Section 510(K) premarket
notification ("510(K)"), or a premarket approval application ("PMA").

        A 510(K) notification is generally a relatively straightforward filing
submitted to demonstrate that the device in question is "substantially
equivalent" to another legally marketed device. The term "substantially
equivalent" for 501(K) purposes does not mean that a product is not unique.
Rather it means that a product can be categorized with existing products for
sterilization and safety purposes. Pursuant to 21 C.F.R. 807.100(b), the "FDA
will determine that a device is substantially equivalent to a predicate device
using the following criteria: (1) [t]he device has the same intended use as the
predicate device; and (2) [t]he device: (i) [h]as the same technological
characteristics as the predicate device; or (ii)(A) [h]as different
technological characteristics, such as a significant change in the materials,
design, energy source, or other features of the device from those of the
predicate device; (B) [t]he data submitted establishes that the device is
substantially equivalent to the predicate device and contains information,
including clinical data if deemed necessary by the Commissioner, that
demonstrates that the device is as safe and as effective as a legally marketed
device; and (C) [d]oes not raise different questions of safety and effectiveness
than the predicate device." Approval under this procedure is typically granted
within ninety (90) days if the product qualifies, however, this procedure may
take longer. For any medical device cleared through the 510(k) process,
modifications or enhancements that could significantly affect the safety or
effectiveness of the device or that constitute a change to the intended use of
the device will require a new 510(k) submission.

        When the product does not qualify for approval under the 510(K) procedure,
the manufacturer must file a PMA which shows that the product is safe and
effective in its intended use. The pre-market approval process begins with an
animal test that lead to the preparation of an Investigational Device Exemption
("IDE") granted by the FDA on review of the animal test data. Once the IDE has
been granted, human clinical trial may commence with a small population in
tightly controlled environments. If successful, a larger human clinical trial
may be conducted using several diverse testing sites and population groups. Data
from both clinical trials is then summarized submitted to the FDA. If the FDA
determines that there is reasonable assurance that the device is safe and
effective for its intended purpose, it will grant approval t market the device.



                                       10


This requires a significantly longer FDA review after the date of filing and the
time and costs of performing the necessary trials before the results are know
represent a significant risk to the development of new devices.

        In the past, the Company's products have been cleared by the FDA under the
501(K) expedited form of pre-market review or have not required FDA approval. To
the extent the Company develops products for use in more advanced surgical
procedures, the regulatory process may be more complex and time consuming. Some
of the Company's potential future products may require lengthy human clinical
trials and the PMA application relating to class III medical devices. There is
no assurance that funds will be available to conduct clinical trials or other
expenses necessary to obtain a PMA. During any review period, there is the risk
of entry by competitors and risk of changes in the marketplace prior to market
approvals being obtained.

        The Company is also subject to routine inspection by the FDA and state
agencies for compliance with Good Manufacturing Practice requirements, Medical
Device Reporting requirements and other applicable regulations. Noncompliance
with applicable requirements can result in warning letters, import detentions,
fines, civil penalties, injunctions, suspensions or losses of regulatory
approvals, recall or seizure of products, operating restrictions, refusal of the
government to approve product export applications or allow the Company to enter
into supply contracts, and criminal prosecution. Delays in receipt of, or
failure to obtain, regulatory clearances and approvals, or any failure to comply
with regulatory requirements could have a material adverse effect on the
Company's business, financial condition and results of operations.

        Overseas, the degree of government regulation affecting the Company varies
considerably among countries, ranging from stringent testing and approval
procedures in certain locations to simple registration procedures in others,
while in some countries there is virtually no regulation of the sale of the
Company's products. In the past, when the Company had active foreign
distribution agreements, it had not encountered material delays or unusual
regulatory impediments in marketing its products internationally. Establishment
of uniform regulations for European Economic Area nations took place on January
1, 1995. These regulations subject the Company to a single regulatory scheme for
all of the participating countries. Once the Company's domestic channels are
satisfied, Surgical will commence a program to meet regulatory requirements
internationally in those countries where additional clinical trials would not be
required.

OSHA Mandatory Reporting of Illness and Injury

        Federal rules administered by the Occupational Safety and Health
Administration (OSHA) require healthcare workers to report if they have been
accidentally stuck with a needle previously used by a patient, or splashed by
blood or bodily fluids.

        On February 11, 1997, in the Federal Register, OSHA issued a final rule,
effective March 13, 1997, that amended the Occupational Injury and Illness
Reporting Regulation (29 CFR Part 1904) established in 1971. Under the 1971
regulation, employers were required to collect and maintain injury and illness
data and have it available for OSHA to examine when they came on site for an
inspection. It was determined that OSHA needed a separate provision for
collection of data by mail.

        The final rule requires employers, upon request, to report to OSHA their
illness and injury data, in addition to the number of workers and the number of



                                       11


hours worked in a designated period. It establishes a mechanism for OSHA to
conduct an annual survey of ten (10) or more employers by mail or other remote
transmittal. The specific request may come directly from OSHA or its designee,
e.g., the National Institute of Occupational Safety and Health ("NIOSH").

        OSHA also initiated a number of partnerships with other federal and
national organizations in an effort to reduce the increasing number of
occupational illnesses and injuries among workers. This effort was prompted, in
part, by OSHA's inability to inspect and enforce worker safety in the
approximately five million (5,000,000) work sites in the United States and to
collect accurate worker injury and illness data to assist in targeting the
approximately 8,000 annual inspections in the face of continuing shrinking
budgets.

        In August 1996, OSHA also announced a seven-state initiative to protect
workers in nursing homes and personal care facilities, one of the nation's
largest growing industries. The seven states include Florida, Illinois,
Massachusetts, Missouri, New York, Ohio and Pennsylvania. Nationwide there are
1.6 million nursing home workers in more than 21,000 facilities. It is
anticipated that by the year 2005, the nursing home and personal care facilities
will be one of the largest industries in the United States. Potential nursing
home hazards include back injuries from incorrect and/or strenuous lifting of
residents, slips and falls, workplace violence and risks from bloodborne
pathogens, tuberculosis and other infectious diseases.

        Effective April 2001, OSHA revised its bloodborne pathogens standards to
conform with the requirements of the Needlestick Safety and Prevention Act of
1999. This act required OSHA to revise the standards so as to include new
examples in the definitions of engineering controls along with other matters.
The final OSHA rule can be viewed at www.osha-slc.gov/FedReg_osha_data/FED200110118A.html.

State and Local Licensing Requirements

        Since 1998, 18 states have adopted some type of legislation regarding
needlesticks and health care worker exposure to bloodborne pathogens exposure.
They include Alaska, Arkansas, California, Connecticut, Georgia, Hawaii, Iowa,
Maine, Maryland, Massachusetts, Minnesota, New Hampshire, New Jersey, Ohio,
Oklahoma, Tennessee, Texas and West Virginia. Legislation is being considered in
Florida, Illinois, Indiana, Michigan, Montana, New York, Oregon, Pennsylvania,
Wisconsin and the District of Columbia.

        These state laws are aimed at adding additional safeguards for health care
workers at the state level. This includes addition provisions not in the federal
OSHA Bloodborne Pathogens Standards and/or coverage of public employees not
regulated by OSHA. An overview of state needle safety legislation can be viewed
at www.cdc.gov/niosh/ndl-law.html.

        Other than the governmental regulatory schemes listed above, the Company is
not subject to any other state or local regulations which apply to the operation
and business of the Company.

Effect of Probable Governmental Regulation on the Business

        The Company does not believe that there are any effects from probable
government regulation, including state or local laws, on the business.




                                       12



Cost of Research and Development

        For fiscal years 2002 and 2001, the Company expended $0 on research and
development because of insufficient capital in 2002 and 2001 to perform such
activities.

Cost and Effects of Compliance with Environmental Laws

        The Company's business could be subject to regulation under the state and
Federal laws regarding environmental protection and hazardous substances
control, including the Occupational Safety and Health Act, the Environmental
Protection Act, and Toxic Substance Control Act. In 1992, the United States
Congress expressed increasing interest in the issues of sharp injuries. The
House Subcommittee on Regulation held hearings regarding needlestick injuries
and the implementation of mandated guidelines on safer medical devices. However,
no new laws were adopted and the Company is unaware of any bills currently
pending in Congress on this issue. The Company believes that it is in material
compliance with the current and other applicable laws and that its continual
compliance therewith will not have a material adverse effect on its business.
Since the entire manufacturing and distribution process for the
SutureMate(R)surgical safety device has been outsourced, the Company does not
have any direct responsibility or costs relating to compliance with
environmental laws and does not carry liability insurance for environmental
liabilities.

Employees and Consultants

        As of December 31, 2002, the Company employed two (2) persons on a full
time basis via employment contracts effective June 1, 2002 for Mr. Novak and Mr.
Gray. None of these employees are represented by a labor union for purposes of
collective bargaining.

        On March 31, 2003 the Company entered a series of consultant relationships
to assist in business development and company and product acquisitions.

Item 2. Description of Property

        The Company's mailing address is 8374 Market Street #439, Bradenton,
Florida, its telephone and fax number is (941) 360-3039.

        The Company does not own or lease any real property and the Company's
records were put into storage at the home offices of the Company officers.

Item 3. Legal Proceedings

        The Company was a defendant in an action entitled International Business
Machines v. Surgical Safety Products, Inc., filed by IBM on March 13, 2001 in
the Circuit Court in Sarasota Florida, for breach of contract, implied contract,
account stated and unjust enrichment. Each cause of action relates to the breach


                                       13


of a contract under which IBM agreed to deliver and the Company agreed to pay
for, certain services and equipment. The parties entered into a Stipulation of
Settlement whereby the Company agreed to pay IBM $20,000 on or before May 31,
2002. If the Company failed to make the stipulated payment, IBM was authorized
to file the Stipulation as a final judgment against the Company in the amount of
$100,000. The case was dismissed with prejudice on the basis of the Stipulation
of Settlement. The Company failed to make the required payment by May 31, 2002
and IBM has filed the Stipulation as a judgment against the Company.

On January 30, 1998, the Company entered into an agreement with Sarasota
Memorial Hospital (the "Provider") in which the Provider was to perform clinical
testing of ten surgical or medical products submitted by the Company. The
agreement, which has been personally guaranteed by Dr. Michael Swor, the Company
"s predecessor CEO, expired on January 30, 2003 and required the Company to pay
the Provider a fixed amount of $25,000 for each of the ten studies. The
agreement further provided that the Company was obligated to pay the $250,000
even if the Company elected to forego having the Provider perform the clinical
testing. The Company did not submit any products for clinical testing during the
term of the agreement and/or paid any amounts due under this arrangement. For
various reasons, the Provider has effectively agreed to waive their rights under
the agreement provided that the Company either (1) enters into a new profit
participation agreement with the Company under which the Provider would receive
no less than $250,000 within a four year period commencing on the date of such
agreement or (2) makes an immediate payment of $50,000 to the Provider. As a
result thereof, the Company has recorded a $50,000 liability as of December 31,
2002, which amount represents the probable amount of the liability existing at
such time. If the Company elects to enter a new profit participation agreement,
the new agreement is expected to retain the existing personal guaranty of the
Company's previous CEO.

        The Company knows of no other legal proceedings to which it is a party or
to which any of its property is the subject or any unsatisfied judgments against
the Company and knows of no other material legal proceedings which are pending,
threatened or contemplated.

Item 4. Submission of Matters to a Vote of Security Holders

        There were no matters submitted to the vote of the security holders during
the fourth quarter 2002 or at any time during 2002.


                                    PART II

Item 5. Market for Common Equity and Related Stockholder Matters

        Between 1999 and 2002 the Company issued 5,821,881 shares of its common
stock pursuant to Regulation S promulgated under the Securities Act of 1933 to
Thompson & Kernaghan & Co. pursuant to a borrowings under and settlement of
convertible line of credit in the amount of $5,000,000.



                                       14


        During 2001, the Company issued 20,022,889 shares of its common stock in
the acquisition of C5 Health, Inc. pursuant to a private placement under Section
4(2) of the Securities Act of 1933 and Rule 506 of Regulation D to the
stockholders of C5 Health, Inc.

        During 2001, the Company issued 5,157,500 shares of its common stock
pursuant to a private placement under Section 4(2) of the Securities Act of 1933
to employees as consideration for services rendered.

        During 2001, the Company issued 3,507,858 shares of its common stock
pursuant to a private placement under Section 4(2) of the Securities Act of 1933
to Reli-Communications, Inc. in exchange for $105,216 in cash.
Reli-Communications, Inc. is a private Virginia corporation controlled by Mr.
William P. Danielczyk, who was Chairman of the board of director of the Company
at the time of the investment. During 2002, the Company issued 3,216,000 shares
of its common stock pursuant to a second private placement under Section 4(2) of
the Securities Act of 1933 to Reli-Communications, Inc. in exchange for $96,500
in cash.

        During the first quarter of 2003, the Company issued 1,330,000 shares of
its Series A Preferred Stock to each of Tim Novak and Paul Gray in exchange for
accrued and unpaid salaries and other indebtedness of $100,000 each and
1,330,000 shares of its Series A Preferred Stock to Mr. Jerry Leonard, a 5%
stockholder in the company, in exchange for $100,000 cash. The Series A
Preferred Stock was issued in reliance on Section 4(2) of the Securities Act of
1933 since there was no public offering of such securities and each of the
purchasers are knowledgeable individuals having a previous relationship with the
Company.

        Market Information.

        The Common Stock of the Company is quoted on the OTC Bulletin Board under
the symbol "SSPD.OB". The high and low bid information for each quarter for the
years ending December 31, 2001 and 2002, as reported by National Quotation
Bureau, Inc., are as follows:

         Quarter                                 High Bid           Low Bid

         First Quarter 2001                          .24               .08
         Second Quarter 2001                         .10               .01
         Third Quarter 2001                          .04               .01
         Fourth Quarter 2001                         .06               .01

         First Quarter 2002                          .013              .013
         Second Quarter 2002                         .0001             .0001
         Third Quarter 2002                          .009              .009
         Fourth Quarter 2002                         .018              .018

        The quotations reflect inter-dealer prices, without retail mark-up,
markdown or commissions and may not reflect actual transactions.



                                       15


        (b) Holders

        As of December 31, 2002, there were 1,117 shareholders of record of the
Company's 49,891,501 shares of issued and outstanding voting stock as of
December 31, 2002.

        (c) Dividends

        The Company has never paid or declared any dividends on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future. There
are no limitations on the ability of the Company to declare dividends; except
those set forth in New York Statutess.510, which prohibits dividends if the
Company is insolvent or would be made insolvent by the declaration of a dividend
and all dividends must be made out of surplus only.

        (d) Securities Authorized for Issuance Under Equity Compensation Plans

        The following table sets forth information relating to outstanding options
to purchase shares of the Company's common stock pursuant to equity compensation
plans.

                                                 Equity Compensation Plan Information

                                                                                                   Number of securities
                                                                                                  remaining available for
                                   Number of securities to be                                   future issuance under equity
                                     issued upon exercise of       Weighted-average exercise         compensation plans
                                      outstanding options,        price of outstanding options,    (excluding securities
                                       warrants and rights            warrants and rights          reflected in column (a))
                                               (a)                            (b)                             (c)

   Equity compensation plans                   -0-                            -0-                             -0-
  approved by security holders

 Equity compensation plans not
  approved by security holders               318,000                         $0.25                            -0-

             Total                           318,000                         $0.25                            -0-


Item 6. Management's Discussion and Analysis or Plan of Operation

        The Company was founded in 1992 to combat the potential spread of
bloodborne pathogenic infections such as HIV and hepatitis. It has broadened its
mission to research, develop, manufacture, market and sell medical products and
services to the healthcare community.

        The Company was in the development stage until 1993 when it began
commercial shipments of the SutureMate(R)surgical safety device, its first
product. From inception in June, 1992 through December 31, 2002, the Company
generated revenues of approximately $2,061,000 from a limited number of
customers. Since inception through December 31, 2002, the Company has generated
cumulative losses of approximately $6,500,000. Although the Company experienced
a significant percentage growth in revenues from fiscal 1992 to fiscal 2002, the



                                       16



Company does not believe prior growth rates are indicative of future operating
results. During much of 2002 the Company was relatively inactive as it sought a
merger partner. There can be no assurance that profitability or significant
revenues on a quarterly or annual basis will occur in the future. Moreover, the
Company expects to continue to incur operating losses through at least December
31, 2004, and there can be no assurance that losses will not continue after such
date.

        As discussed in the Company's financial statements for the fiscal year
ended December 31, 2002, the operating losses incurred by the Company, and
various other matters, raises doubt about its ability to continue as a going
concern. During 2002, the Company's reduced operations were funded by bridge
loans and residual sales and the Company's net loss continued. This period of
severe working capital constraints caused a significant strain on the Company's
management, financial and other resources. As a result of the difficulty in
forecasting revenue levels, the Company expects to continue to experience
significant fluctuations in its revenues, costs and gross margins, and therefore
its results of operations.

        The Company's plan of operations for the next twelve months is to focus on
identification and merger with a significant revenue producing company.

Results of Operations - Full Fiscal Years

Revenues

        To date, the Company has derived substantially all of its revenues from
sales of the SutureMate(R)surgical safety device to a single distributor,
DeRoyal Medical. Total revenues for the year ended December 31, 2002 ("Fiscal
2002") were $18,536 compared to $166,696 for the year ended December 31, 2001
("Fiscal 2001"). The reduction in revenues was primarily the result of the
cessation of active sales efforts during Fiscal 2002.

        The Company anticipates that the main focus of its selling efforts will
continue to focus on sale of the SutureMate(R) surgical safety device. The
Company intends to continue to sell its products to a relatively small group of
medical products distributors with the objective of having its products
distributed on a larger national and international scale. The Company has
entered into worldwide distribution agreement with DeRoyal for which the first
order was delivered in May 2001. Most medical product distributors carry an
extensive line of products (some of which they manufacture themselves) which
they make available to end users (hospitals, surgeons, healthcare workers) and
various of these products may compete with each other as to function, price or
other factors. In addition, numerous medical product distributors are not
themselves well capitalized and their financial condition may impact their
ability to properly distribute the Company's products.

        The Company's ability to achieve revenues in the future will depend in
significant part upon its ability to obtain orders from, maintain relationships
with and provide support to, existing and new customers, as well as the
condition of its customers. As a result, any cancellation, reduction or delay in
orders by or shipments to any customer or the inability of any customer to
finance its purchases of the Company's products may materially adversely affect
the Company's business, financial condition and results of operations. There can
be no assurance that the Company's revenues will increase in the future. In
addition, the Company expects that the average selling price of a particular




                                       17


product line will also decline as such products mature, and as competition
increases in the future. Accordingly, the Company's ability to maintain or
increase revenues will depend in part upon its ability to increase unit sales
volumes of its products and to introduce and sell products at prices sufficient
to compensate for reduced revenues resulting from declines in the average
selling price of the Company's more mature products. The management views the
companies majority of future revenues will be based upon the success of the
Company's merger and acquisition efforts.

Gross Profits

        Gross profits for Fiscal 2002 were $9,175 compared to $148,603. The decline
in gross profits was primarily the result of smaller sales volumes and the
higher cost to produce each unit that resulted from the small production runs.
In prior years, the Company has attempted to reduce the costs of manufacture
through re-design of the product. The success of these cost reduction programs
will not be known until production volumes increase. Further reductions may be
available from additional efforts but the Company is not able to incur
additional research or design costs because of limited financial resources.

        To the extent the Company is unable to reduce its production costs of its
existing product or introduce new products with higher margins, the Company's
gross profits would be materially adversely affected. The Company's results may
also be affected by a variety of other factors, including reliability or quality
problems; price competition; and warranty expenses and discounts.

Operating Expenses

        Sales and Marketing: These expenses consist of advertising, meetings and
conventions and entertainment related to product exhibitions and the related
travel expenses. Since inception, the Company has spent approximately $818,000
on sales and marketing expenses. For Fiscal 2002 and Fiscal 2001, sales and
marketing expenses approximated $0 and $3,500, respectively. Because the
Company' business activities were limited in 2002, significant dollars were not
expended for selling and marketing expenses during the year. The Company plans
to invest significant resources to expand its sales and marketing effort,
including the hiring of additional personnel and establishing the infrastructure
necessary to support future operations. The Company expects that such expenses
in 2003 will increase in absolute dollars as compared to 2002.

        General and Administrative. These expenses consist primarily of the general
and administrative expenses for salaries, contract labor and other expenses for
management, information technology ("IT"), finance and accounting, legal and
other professional services including ongoing expenses as a publicly owned
Company related to legal, accounting and other administrative services and
expenses. Since inception, the Company has spent approximately $4,000,000 on
general and administrative expenses. For Fiscal 2002 and Fiscal 2001, general
and administrative expenses were $551,647 and $386,056, respectively. The
increase of $165,591 is due primarily to increase of salaries for its recently
appointed executives who are identifying merger and product opportunities. The
Company expects general and administrative expenses to increase in absolute
dollars in 2003 as compared to 2002, as the Company continues to expand its
operations.



                                       18



Research and Development

        Since inception, the Company has spent approximately $252,000 on research
and development. For Fiscal 2002 and Fiscal 2001, research and development
expenses were $0. The Company intends to invest resources to development of new
products and expects that research and development expenses in 2003 will
increase in absolute dollars as compared to 2002.

Interest and Other Income (Expense), Net

        Interest and other income (expense), net, consists primarily of interest
expenses accrued and or paid on loans, notes due to officers, convertible notes
and other interest-bearing obligations. Interest and other expense, net, was
$116,617 in Fiscal 2002 and $61,592 in Fiscal 2001. The increase in interest
expenses is the direct result of higher levels of interest-bearing debt and
higher interest rates as a result of the declining financial condition of the
Company.

        The Company did not report any foreign currency gains or losses for Fiscal
2002 or Fiscal 2001 since there were no contracts negotiated in foreign
currencies for those periods. In the event of contracts for foreign
distribution, the Company may in the future be exposed to the risk of foreign
currency gains or losses depending upon the magnitude of a change in the value
of a local currency in an international market. The Company does not currently
engage in foreign currency hedging transactions, although it may implement such
transactions in the future.

Impairment of Goodwill and Other Assets

        During Fiscal 2002, the Company determined and recorded related impairment
expenses of $75,429 for various assets. During Fiscal 2001, the Company
determined and recorded related impairment expenses of $1,276,038 and $174,130
for goodwill recorded at the date of the C5 acquisition and for other assets,
respectively.

Financial Condition, Liquidity and Capital Resources

        The financial condition, liquidity and capital resources of the Company
should be assessed in context with the ability of the Company to continue as a
going concern as discussed in the Company's financial statements.

        At December 31, 2002, the Company had total assets of $47 and liabilities
totaling $1,283,980, consisting of accounts payable and other accrued current
liabilities of $994,708, loans owed to Mr. Novak and Mr. Gray totally $39,000,
convertible debt of $57,500, shareholder advances of $159,763, and other notes
payable of $33,009.

        Since its inception in June of 1992, sales of its products, fees from
OASiSTM information services (an interactive Internet-based information system
that was marketed by the Company to healthcare providers prior to 2001), and
other funds from operations have not been sufficient to fund for operations. The
Company has financed its continued operations and met its capital requirements
primarily through sale of or exchange for common stock, a convertible line of
credit with Thompson & Kernaghan & Co., borrowing from current shareholders, and
other indebtedness.



                                       19



        Operating activities used net cash of $135,202 and $203,414 in Fiscal 2002
and Fiscal 2001, respectively.

        The Company requires between $1 million and $5 million in additional
capital in the form of debt or equity to fund the continued operations and
merger and acquisition activities. The Company intends to fund operations
through fiscal 2003 by seeking additional funds from strategic alliances with
potential clients, advances from its shareholders, and third party financing
through the sale of additional debt or equity. The Company has maintained
minimal staff while seeking capital and merger partners. At December 31, 2002,
we do not have the funds in place to meet our projected operating expenditures
for the foreseeable future and there is no assurance that sufficient funds will
become available to meet our immediate needs.

        At December 31, 2002, the Company did not have any significant off balance
sheet commitments.

Critical Accounting Policies

Revenue Recognition

        The Company ships its products directly from the outsource manufacturer to
the customer without taking ownership or possession of the products. All
shipments are FOB destination with freight allowed and payment terms are net 30
days after shipment.

        The Company's revenue recognition policy is consistent with the criteria
set forth in Staff Accounting Bulletin 101 - Revenue Recognition in Financial
Statements ("SAB 101") for determining when revenue is realized or realizable
and earned. In accordance with the requirements of SAB 101 the Company
recognizes revenue when:

        Persuasive evidence of an arrangement exists;
        Delivery has occurred;
        The seller's price to the buyer is fixed or determinable; and
        Collectibility is reasonably assured.

Long-Lived Assets

        Statement of Financial Accounting Standards (SFAS) 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" requires that long-lived assets,
including certain identifiable intangibles, and the goodwill related to those
assets, be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying value of the assets in question may not be
recoverable. Management has evaluated the Company's long-lived assets and has
determined that there were events during Fiscal 2002 and Fiscal 2001 that
indicated that all of its intangible and fixed assets were impaired. As a
result, the Company recorded certain losses from impairment during Fiscal 2002
and Fiscal 2001.

Property and Equipment

        Prior to its impairment and write off, property and equipment were stated
at cost. Depreciation and amortization was calculated using the straight-line
method over the assets' estimated useful lives of 3 to 5 years.

Financial Instruments

        Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of December 31,
2002. The respective carrying values of certain on-balance-sheet financial
instruments approximated their fair values. These financial instruments include
cash, accounts payable and accrued and other liabilities and other notes
payable. Fair values were assumed to approximate carrying values for these
financial instruments because they are short term and/or are anticipated to be
satisfied through the issuance of our common stock. It was not practicable to



                                       20


estimate the fair market value of the related party notes payable, convertible
notes payable and stockholder advances due to uncertainty surrounding the dates
they will be satisfied.

Stock-Based Compensation

        The Company accounts for stock based compensation in accordance with SFAS
123, "Accounting for Stock-Based Compensation." The provisions of SFAS 123 allow
companies to either expense the estimated fair value of stock options or to
continue to follow the intrinsic value method set forth in APB Opinion 25,
"Accounting for Stock Issued to Employees" (APB 25) but disclose the pro forma
effects on net income (loss) had the fair value of the options been expensed.
The Company has elected to continue to apply APB 25 in accounting for its stock
option incentive plans.

        The Company accounts for equity instruments issued to employees for
services based on the fair value of the equity instruments issued. Equity
instruments issued to non-employees that are fully vested and non-forfeitable
are measured at fair value at the issuance date and expensed in the period over
which the benefit is expected to be received. Equity instruments issued to
non-employees which are either unvested or forfeitable, for which counter-party
performance is required for the equity instrument to be earned, are measured
initially at the fair value and subsequently adjusted for changes in fair value
until the earlier of: (i) the date at which a commitment for performance by the
counter-party to earn the equity instrument is reached; or (ii) the date on
which the counter-party's performance is complete.

Recent Pronouncements

        In July 2001 the Financial Accounting Standards Board (FASB) issued SFAS
141, "Business Combinations", and SFAS 142, "Goodwill and Intangible Assets".
SFAS 141 is effective for all business combinations completed after June 30,
2001. SFAS 142 is effective for the year beginning January 1, 2002; however
certain provisions of that Statement apply to goodwill and other intangible
assets acquired between July 1, 2001, and the effective date of SFAS 142.
Because goodwill and all other intangibles were determined to be impaired as of
December 31, 2001, the adoption of SFAS 142 will have a material impact on its
financial statements.

        In July 2001 the FASB issued SFAS 143, "Accounting for Asset Retirement
Obligations". This statement addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. This Statement applies to all entities. It
applies to legal obligations associated with the retirement of long-lived assets
that result from the acquisition, construction, development and (or) the normal
operation of a long-lived asset, except for certain obligations of lessees. This
Statement is effective for financial statements issued for fiscal years
beginning after June 15, 2002. The Company does not believe the adoption of this
standard will have a material impact on its financial statements.

        In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS No. 146 requires that the
liability for a cost associated with an exit or disposal activity be recognized
at its fair value when the liability is incurred. Under previous guidance, a
liability for certain exit costs was recognized at the date that management
committed to an exit plan, which was generally before the actual liability has
been incurred. SFAS No. 146 will be effective for exit or disposal activities
initiated after December 31, 2002. The Company does not anticipate that the
adoption of SFAS No. 146, as required on January 1, 2003, will have a material
impact on its financial statements.

        In December 2002, the FASB issued SFAS No.148, "Accounting for Stock-Based
Compensation - Transition and Disclosure", an amendment of SFAS No. 123. This




                                       21



standard amends SFAS 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for companies that voluntarily change to the
fair value based method of accounting for stock-based employee compensation. It
also requires prominent disclosure about the effects on reported net income of
the Company's accounting policy decisions with respect to stock-based employee
compensation in both annual and interim financial statements. The transition
provisions and annual disclosure requirements are effective for fiscal years
ending after December 15, 2002, while the interim period disclosure requirements
are effective for interim periods beginning after December 15, 2002. The Company
does not believe that the adoption of SFAS No. 148 will have a material impact
on its financial statements.



                                       22



Item 7. Consolidated Financial Statements



                         SURGICAL SAFETY PRODUCTS, INC.

                               TABLE OF CONTENTS




                                                                        Page

Independent Auditors' Report                                             F-1

Consolidated Balance Sheet as of December 31, 2002                       F-2

Consolidated Statements of Operations for the years ended
December 31, 2002 and 2001                                               F-3

Consolidated Statements of Stockholders' Deficit for the years
ended December 31, 2002 and 2001                                         F-4

Consolidated Statements of Cash Flows for the years ended
December 31, 2002 and 2001                                               F-5

Notes to Consolidated Financial Statements                               F-7




                                       23






                   LETTERHEAD OF KINGERY, CROUSE & HOHL, P.A.

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors of Surgical Safety Products, Inc. and
subsidiary:

We have audited the accompanying consolidated balance sheet of Surgical Safety
Products, Inc. and subsidiary (the "Company") as of December 31, 2002, and the
related consolidated statements of operations, stockholders' deficit and cash
flows for the years ended December 31, 2002 and 2001. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 2002, and the results of its operations and cash flows for the
years ended December 31,2002 and 2001 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has suffered significant losses
from operations, has working capital and stockholders' deficits and will require
a significant amount of capital and/or debt financing to proceed with its
business plan. These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


                        /s/ Kingery, Crouse & Hohl, P.A.


Tampa, Florida
April 15, 2003


                                      F-1
                                       24



                         SURGICAL SAFETY PRODUCTS, INC.

                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002
________________________________________________________________________________

       ASSETS

       CURRENT ASSETS - Cash                              $         47
                                                          =============

       LIABILITIES AND STOCKHOLDERS' DEFICIT

       CURRENT LIABILITIES:
           Accounts payable and accrued and
            other liabilities                             $    994,708
           Stockholder advances                                159,763
           Convertible notes payable                            57,500
            Notes payable - related party                       39,000
           Other notes payable                                  33,009 
                  Total current liabilities                  1,283,980 

       STOCKHOLDERS' DEFICIT:
       Common stock $.001 par value, 100,000,000
          shares authorized; 49,891,501 issued and
          outstanding                                           49,892
       Additional paid-in capital                            6,267,056
       Deficit                                              (7,600,881)
                  Total stockholders' deficit               (1,283,933)

       Total                                              $         47
                                                          =============
________________________________________________________________________________

       See notes to consolidated financial statements.




                                      F-2
                                       25


                         SURGICAL SAFETY PRODUCTS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

__________________________________________________________________________________


                                                        For the         For the
                                                       year ended      year ended
                                                       December 31,   December 31,
                                                          2002            2001


REVENUES                                             $      18,536     $   166,696 

OPERATING EXPENSES:
  Production and license fees                                9,361          18,093
  Research and development                                       -               -
  Impairment of goodwill                                         -       1,276,038
  Loss on disposal and impairment of other assets           75,429         174,130
  Selling, general and administrative expenses             551,648         386,056 
     Total operating expenses                              636,438       1,854,317 

LOSS FROM OPERATIONS                                      (617,902)     (1,687,621)

OTHER INCOME (EXPENSE):
  Other income                                              14,700           7,291
  Interest expense                                        (116,617)        (61,592)
      Total other income (expense)                        (101,917)        (54,301)

NET LOSS                                             $    (719,819)    $(1,741,922)
                                                     ==============    ============

NET LOSS PER COMMON SHARE:

  Weighted average shares outstanding
     (basic and diluted)                                46,876,952      24,738,082
                                                     ==============    ============

  Net loss per share - Basic and diluted             $       (0.02)    $     (0.07)
                                                     ==============    ============
___________________________________________________________________________________

See notes to consolidated financial statements.




                                      F-3
                                       26




                         SURGICAL SAFETY PRODUCTS, INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

______________________________________________________________________________________________________________________________________________________

                                                                                    Common       Additional      Common
                                                            Common Stock            Stock         Paid-in         Stock
                                                       Shares         Amounts     Subscribed     Capital        Escrowed       Deficit       Total

BALANCE, DECEMBER 31, 2000                           14,865,373    $     14,866  $      -      $  3,841,398    $  (1,365)   $(5,139,140)  $(1,284,241)

Conversion of other convertible notes payable
  to common stock                                             -               -          -          499,988        1,365              -       501,353
Common stock subscriptions                                    -               -      3,507          101,709            -              -       105,216
Issuance of common stock in conjunction
  with acquisition                                   20,022,889          20,023          -          200,229            -              -       220,252
Issuance of common stock for services                 5,157,500           5,158          -           73,737            -              -        78,895
Forgiveness of accrued salary by shareholder                  -               -          -           30,000            -              -        30,000
Issuance of common stock for interest                 2,278,321           2,278          -           22,783            -              -        25,061
Net loss for the year                                         -               -          -                -            -     (1,741,922)   (1,741,922)

BALANCE, DECEMBER 31, 2001                           42,324,083          42,325      3,507        4,769,844            -     (6,881,062)   (2,065,386)

Conversion of other convertible notes payable
  to common stock                                       843,560             844          -          360,492            -              -       361,336
Common stock subscriptions                                    -               -      3,216           93,284            -              -        96,500
Reversal of related party debt                                -               -          -        1,043,436            -              -     1,043,436
Issuance of common stock subscribed                   6,723,858           6,723     (6,723)               -            -              -             -
Net loss for the year                                         -               -          -                -            -       (719,819)     (719,819)

BALANCE, DECEMBER 31, 2002                           49,891,501    $     49,892  $       -     $  6,267,056    $       -    $(7,600,881)  $(1,283,933)
                                                     ==========    ============= ==========    =============   ==========   ============  ============

______________________________________________________________________________________________________________________________________________________


See notes to consolidated financial statements.



                                      F-4
                                       27





                         SURGICAL SAFETY PRODUCTS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
_______________________________________________________________________________________

                                                        For the year     For the year
                                                       ended December   ended December
                                                          31, 2002         31, 2001


CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                 $ (719,819)     $(1,741,922)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
  Depreciation and amortization                              12,000            9,600
  Common stock issued for services                                -           78,895
  Amortization of discount and other interest
   on related party note                                     36,012            9,003
  Other non-cash expenses                                    39,502           55,061
  Loss from disposal and impairment of assets                75,429        1,450,168
  Realized gain on debt forgiveness                          (8,000)               -
Change in assets and liabilities:
  Receivables                                                 2,500            8,022
  Prepaid expenses and other assets                          19,852           36,842
  Accounts payable and accrued and other liabilities        407,322         (109,083)
NET CASH USED IN OPERATING ACTIVITIES                      (135,202)        (203,414)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from the sale of equipment                         8,000                -
  Purchase/redemption of certificate of deposit                   -           50,000 
NET CASH PROVIDED BY INVESTING ACTIVITIES                     8,000           50,000 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of related party notes payable                   (6,000)               -
  Decrease in line of credit with bank                            -         (100,000)
  Proceeds from stock subscriptions                          96,500          105,216
  Advances from stockholders                                 36,500           96,200 
CASH PROVIDED BY FINANCING ACTIVITIES                       127,000          101,416 

NET DECREASE IN CASH                                           (202)         (51,998)

CASH AT BEGINNING OF YEAR                                       249           52,247 

CASH AT END OF  YEAR                                     $       47      $       249
                                                         ===========     ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Interest paid                                          $        -      $         -
                                                         ===========     ============

  Income taxes paid                                      $        -      $         -
                                                         ===========     ============



(Continued)





                                      F-5
                                       28




                         SURGICAL SAFETY PRODUCTS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                        For the year     For the year
                                                       ended December   ended December
                                                          31, 2002         31, 2001

Non cash investing and financing activities:

Conversion of other convertible notes payable
and accrued interest to common stock                     $  361,335      $   501,353
                                                         ===========     ============

Issuance of common stock - acquisition of
C5 - See Note 3                                          $        -      $   220,252
                                                         ===========     ============

Forgiveness of accrued salary by officer                 $        -      $    30,000
                                                         ===========     ============

Reversal of related party notes payable and
accrued interest                                         $ 1,043,436     $         -
                                                         ===========     ============

Reclassification of accounts payable to other
note payable                                             $    33,009     $         -
                                                         ===========     ============

_______________________________________________________________________________________

See notes to consolidated financial statements



                                      F-6
                                       29



                         SURGICAL SAFETY PRODUCTS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
________________________________________________________________________________


Note 1 - Summary of Significant Accounting Policies

Business Activities

Surgical Safety Products, Inc. (Surgical) was incorporated in the State of
Florida on May 15, 1992 and merged into a New York Corporation in 1994. Surgical
and its wholly owned subsidiaries, C5 Health, Inc. (C5) and Power3 Medical, Inc.
(P3M), (collectively, the Company) are engaged in product development, sales and
distribution and services for the healthcare industry. The Company had limited
business activity during 2002 and 2001.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
C5. All inter-company accounts and balances have been eliminated in
consolidation.

Revenue Recognition

The Company ships its product directly from the outsource manufacturer to the
customer without taking ownership or possession of the products. All shipments
are FOB destination with freight allowed and payment terms are net 30 days after
shipment.

The Company's revenue recognition policy is consistent with the criteria set
forth in Staff Accounting Bulletin 101 - Revenue Recognition in Financial
Statements ("SAB 101") for determining when revenue is realized or realizable
and earned. In accordance with the requirements of SAB 101 the Company
recognizes revenue when:

         - Persuasive evidence of an arrangement exists;
         - Delivery has occurred;
         - The seller's price to the buyer is fixed or determinable; and
         - Collectibility is reasonably assured.

Sales Returns, Discounts and Other Reductions in Revenue

The Company does not allow returns for credit or discounts on purchases of
SutureMate(R)surgical safety devices. Based on historical experience, the
Company does not recognize any allowance for warranty or defects and the costs
of warranty or defects are expensed as incurred.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

Long-Lived Assets

Statement of Financial Accounting Standards (SFAS) 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" requires that long-lived assets,
including certain identifiable intangibles, and the goodwill related to those
assets, be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying value of the assets in question may not be
recoverable. Management has evaluated the Company's long-lived assets and has
determined that there were events during fiscal 2002 and 2001 that indicated
that all of its intangible and fixed assets were impaired. As a result, the
Company recorded certain losses from impairment during 2002 and 2001. See Notes
3, 7, and 13.

Property and Equipment

Prior to its impairment and write off, property and equipment were stated at
cost. Depreciation and amortization was calculated using the straight-line
method over the assets' estimated useful lives of 3 to 5 years.



                                      F-7
                                       30


Advertising Costs

The Company expenses all costs of advertising as incurred. Advertising costs
included in selling, general and administrative expenses were $-0 for both of
the years ended December 31, 2002 and 2001.

Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2002. The
respective carrying values of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
accounts payable and accrued and other liabilities and other notes payable. Fair
values were assumed to approximate carrying values for these financial
instruments because they are short term and/or are anticipated to be satisfied
through the issuance of our common stock. It was not practicable to estimate the
fair market value of the related party notes payable, convertible notes payable
and stockholder advances due to uncertainty surrounding the dates they will be
satisfied.

Net Loss Per Common Share

The Company calculates net loss per share as required by SFAS 128, "Earnings per
Share." Basic loss per share is calculated by dividing net loss by the weighted
average number of common shares outstanding for the period. Diluted loss per
share is calculated by dividing net loss by the weighted average number of
common shares and dilutive common stock equivalents outstanding. During the
periods when they would be anti-dilutive common stock equivalents (primarily
consisting of warrants and stock options) are not considered in the
computations.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

Segment Information

The Company follows SFAS 131, Disclosures about Segments of an Enterprise and
Related Information." Certain information is disclosed, per SFAS 131, based on
the way management organizes financial information for making operating
decisions and assessing performance. The Company currently operates in a single
segment and will evaluate additional segment disclosure requirements as it
expands its operations.

Income Taxes

The Company follows SFAS 109, "Accounting for Income Taxes" for recording the
provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax bases
of assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized. Future changes in such
valuation allowance are included in the provision for deferred income taxes in
the period of change.

Stock-Based Compensation

The Company accounts for stock based compensation in accordance with SFAS 123,
"Accounting for Stock-Based Compensation." The provisions of SFAS 123 allow
companies to either expense the estimated fair value of stock options or to
continue to follow the intrinsic value method set forth in APB Opinion 25,
"Accounting for Stock Issued to Employees" (APB 25) but disclose the pro forma
effects on net income (loss) had the fair value of the options been expensed.
The Company has elected to continue to apply APB 25 in accounting for its stock
option incentive plans.



                                      F-8
                                       31

The Company accounts for equity instruments issued to employees for services
based on the fair value of the equity instruments issued. Equity instruments
issued to non-employees that are fully vested and non-forfeitable are measured
at fair value at the issuance date and expensed in the period over which the
benefit is expected to be received. Equity instruments issued to non-employees
which are either unvested or forfeitable, for which counter-party performance is
required for the equity instrument to be earned, are measured initially at the
fair value and subsequently adjusted for changes in fair value until the earlier
of: (i) the date at which a commitment for performance by the counter-party to
earn the equity instrument is reached; or (ii) the date on which the
counter-party's performance is complete.

Recent Pronouncements

In July 2001 the Financial Accounting Standards Board (FASB) issued SFAS 141,
"Business Combinations", and SFAS 142, "Goodwill and Intangible Assets". SFAS
141 is effective for all business combinations completed after June 30, 2001.
SFAS 142 is effective for the year beginning January 1, 2002; however certain
provisions of that Statement apply to goodwill and other intangible assets
acquired between July 1, 2001, and the effective date of SFAS 142. Because
goodwill and all other intangibles were determined to be impaired as of December
31, 2001, the adoption of SFAS 142 did not have a material impact on the Company's
financial statements.

In July 2001 the FASB issued SFAS 143, "Accounting for Asset Retirement
Obligations". This statement addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. This Statement applies to all entities. It
applies to legal obligations associated with the retirement of long-lived assets
that result from the acquisition, construction, development and (or) the normal
operation of a long-lived asset, except for certain obligations of lessees. This
Statement is effective for financial statements issued for fiscal years
beginning after June 15, 2002. The Company does not believe the adoption of this
standard will have a material impact on its financial statements.

In June 2002, the FASB issued SFAS 146, Accounting for Costs Associated with
Exit or Disposal Activities. SFAS 146 requires that the liability for a cost
associated with an exit or disposal activity be recognized at its fair value
when the liability is incurred. Under previous guidance, a liability for certain
exit costs was recognized at the date that management committed to an exit plan,
which was generally before the actual liability has been incurred. SFAS 146 will
be effective for exit or disposal activities initiated after December 31, 2002.
The Company does not anticipate that the adoption of SFAS 146, as required on
January 1, 2003, will have a material impact on its financial statements.

In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation-- Transition and Disclosure, an amendment of SFAS No. 123." This
standard amends SFAS 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for companies that voluntarily change to the
fair value based method of accounting for stock-based employee compensation. It
also requires prominent disclosure about the effects on reported net income of
the Company's accounting policy decisions with respect to stock-based employee
compensation in both annual and interim financial statements. The transition
provisions and annual disclosure requirements are effective for fiscal years
ending after December 15, 2002, while the interim period disclosure requirements
are effective for interim periods beginning after December 15, 2002. The Company
does not believe that the adoption of SFAS 148 will have a material impact on
its financial statements.

Note 2 - Going Concern

The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.

The Company has experienced significant losses from operations of $719,819 and
$1,741,922 in 2002 and 2001, respectively and has working capital and
stockholders' deficits of $1,283,933 at December 31, 2002. The Company's ability
to continue as a going concern is contingent upon its ability to attain
profitable operations by securing financing and implementing its business plan
and successfully intergrating an operating business. In addition, the
Company's ability to continue as a going concern must be considered in light of
the problems, expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the Company
operates. Management's plans include searching for an appropriate merger and/or
acquisition target. In the interim, management will attempt to fund operations
by raising debt or equity capital through borrowings and/or private placements.



                                      F-9
                                       32


However, there is no assurance that the Company will be successful in their
efforts to raise capital and/or to locate a suitable merger or acquisition
target, or that such merger or acquisition can be accomplished on acceptable
terms. These factors, among others, indicate that the Company may be unable to
continue as a going concern for a reasonable period of time.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

Note 3 - Acquisition

On October 26, 2001, Surgical acquired all of the stock of C5 in exchange for
20,022,889 shares of its common stock. C5 is a transaction-based healthcare
e-business and information services company located in Sarasota, Florida, which
had no significant revenue generating operations since its inception in April
2001.

The Company accounted for this transaction using the purchase method of
accounting. The results of operations have been included in the accompanying
financial statements since the effective date of the acquisition. The fair
market value of the common shares issued to effect the acquisition aggregated
$220,252.

The purchase price was allocated as follows:

Current assets                                 $    12,500
Property and equipment                              98,929
Other assets                                        14,140
Current liabilities                             (1,181,355)
Goodwill                                         1,276,038 

Total                                          $   220,252
                                               ============

The assets acquired and liabilities assumed were recorded at the historical cost
bases of C5 as such bases approximated the fair values of C5's assets and
liabilities at the date of acquisition. The excess of the purchase price paid
over the fair value of the net assets acquired of $1,276,038 was recorded as
goodwill. The Company had determined that the goodwill was impaired at December
31, 2001 and recorded a charge to operations for the impairment.

The following summarized 2001 pro forma information assumes the acquisition had
occurred on April 20, 2001, the date of inception of C5.

     Net sales                              $   170,304

     Net loss                               $(2,969,665)

     Net loss per share -
      basic and fully diluted               $      (.12)

Note 4 - Convertible Notes Payable

The Company has outstanding convertible promissory notes aggregating $57,500 at
December 31, 2002. The notes carried a premium of 10% of the principal amount,
and entitled each of the note holders to an additional premium of one share of
common stock for each $2 loaned to the Company. The notes are convertible into
common shares of C5 at a rate of $.50 per share. C5 paid the premium and
recorded the 30,000 shares of common stock due as additional premium at $.05 per
share (the amount is included in additional paid in capital in the accompanying
consolidated balance sheet). None of the 30,000 shares have been issued to the
respective lenders and the notes are in default at December 31, 2002.



                                      F-10
                                       33



Note 5 - Notes Payable - Related Party

At December 31, 2002, notes payable - related party consists of two unsecured
promissory notes due to officers, bearing interest at fixed rates of 9.5% per
annum. The notes, and related accrued interest, are due on demand.

Note 6 - Other Convertible Notes Payable

In December 1999, the Company entered into an agreement with an
investment-banking firm (lender) to obtain a convertible secured line of credit
in the amount of $5,000,000. On February 7, 2001, the Company executed a loan
cancellation and settlement agreement effectively terminating the line of credit
agreement. Pursuant to the termination agreement, the remaining balance of the
debt as of such time was to continue to accrue interest at 8% until the notes
and related accrued interest were fully converted. At December 31, 2001, the
balance of the notes and accrued interest was $341,442; this amount, and
additional interest of $19,893 earned by the lender in 2002, was converted to
843,560 shares of the Company's common stock on December 15, 2002.
Simultaneously, the note was returned to the Company thereby terminating all
related rights and obligations (including the rights of the lender to exercise
certain warrants that had been granted during the term of the loan).

Note 7 - Software Development Costs

During 2000 the Company incurred and capitalized expenditures relating to the
enhancement of certain software in the amount of $147,768. During 2001 the
Company determined that the value of the software was impaired and charged the
unamortized cost of $23,850 to operations.

Note 8 - Stock Option Plans

The Company has various stock option plans outstanding. Options granted under
the 1998 stock option plans are exercisable only after the respective vesting
period, which is determined by the Company's stock option committee. Options
expire seven years from the date of grant. Under the 1999 stock option plan,
options granted to employees vest ratably over three years; vesting is
determined by the Company's stock option committee for options granted to
officers, directors, and consultants. Options expire ten years from the date of
grant.

Pro forma information regarding net income and earnings per share is required by
SFAS 123, and has been determined as if the Company had accounted for its stock
options under the fair value method of that Statement. The fair value for these
options was estimated at the date of grant using a Black-Scholes option pricing
model with the following assumptions for 2000: risk-free interest rate of 6.03%;
dividend yield of 0%; volatility factor of the expected market price of the
Company's common stock of .34; and a weighted-average expected life of the
option of 2.7 years.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's stock options have characteristics significantly different from
those of traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the fair
value of its stock options.

For purposes of pro forma disclosures, the estimated fair value of the options
is charged to expense over the options' vesting period. For the fiscal years
ended December 31, 2002 and 2001 the Company would have recorded compensation
expense of approximately $11,750 and $11,900, respectively. The Company's pro
forma information for the years ended December 31, 2002 and 2001 is as follows:



                                      F-11
                                       34



                                          2002               2001


Proforma net loss                     $  (729,819)     $  (1,753,790)

Proforma net loss per share           $     (0.02)     $       (0.07)


A summary of the Company's stock option activity and related information for the
years ended December 31, are as follows:

                                             2002                       2001
                                                    Weighted                 Weighted
                                                     Average                 Average
                                                    Exercise                 Exercise
                                    Options          Price        Options     Price

Outstanding, beginning of year      318,000       $     0.25      6,092,134  $   0.25

Canceled                                  -                -     (5,774,134)     0.25

Granted                                   -                -              -         -

Exercised                                 -                -              -         -

Outstanding, end of year            318,000       $     0.25        318,000  $   0.25
                                    =======       ==========     =========== ========
Exercisable at the end of
  the year                          318,000       $     0.25        318,000  $   0.25
                                    =======       ==========     =========== ========

Weighted-average fair value
 of options granted during
 the year                                         $     0.00                 $   0.00
                                                  ==========                 ========


The following table summarizes information about the options outstanding at
December 31, 2002:

                                          Weighted
                                           Average
                                          Remaining       Weighted
                        Number           Contractual       Average
 Exercise Price       Outstanding           Life        Exercise Price

  $     0.13            273,000            8 years      $       0.13
  $     1.00             45,000            5 years      $       1.00 
                        318,000                         $       0.14
                       =========                        =============


Note 9 - Common Stock

During 2001, the Company issued 5,157,500 shares of its common stock having a
fair market value of $78,895 to certain employees (including 4,657,500 shares



                                      F-12
                                       35


issued to the Company's then chief executive officer - see Note 11) as
consideration for services rendered.

As discussed in Note 3, during 2001 the Company issued 20,022,889 shares of
common stock with a fair market value of $220,252 in conjunction with the
acquisition of C5.

Pursuant to terms of the other convertible, secured line of credit agreement
discussed at Note 6, the Company was required to issue 2,700,000 shares of its
common stock to be held in escrow by the lender. The purpose of the escrow
account was to ensure availability of shares of common stock that the lender
could obtain by exercising the conversion feature and warrants issued pursuant
to the agreement. During fiscal 2000, the lender converted a portion of the
principal and interest outstanding to 1,334,536 shares of these escrowed shares.
The remaining escrowed shares were issued in 2001. In addition, during 2001 the
Company issued 2,278,321 shares of its common stock with a fair market value of
$25,061 as "bonus shares" to such lender. This amount was reflected as
additional interest expense in 2001.

In accordance with a settlement agreement as discussed in Note 6, on December
15, 2002 the remaining balance of the other convertible notes payable plus
accrued interest totaling $361,135 were exchanged for 843,560 shares of common
stock for termination of all obligations under the agreement.

During the years ended December 31, 2002 and 2001, a stockholder contributed
$96,500 and $105,216 in exchange for the rights to receive a total of 6,723,858
shares of the Company's common stock. These shares were issued during the year
ended December 31, 2002.

At December 31, 2002, the Company has 475,000 warrants outstanding, which
warrants entitle the holders to purchase one share of the Company's restricted
common stock for $1.00 a share. The warrants expire in 2004.

Note 10 - Income Taxes

At December 31, 2002, the Company has net operating loss carry forwards of
approximately $5,400,000 that expire during the years 2008 through 2022. At
December 31, 2002 we had no deferred tax liabilities and our non-current
deferred income tax asset arose solely from such net operating loss carry
forwards. However, because of a potential change in control, and based on the
Company's financial history, the availability of these losses to offset future
taxable income is so uncertain that no deferred income tax asset has been
recorded.

Note 11 - Commitments

Leases

In 2001, and for a portion of 2002, the Company subleased space for its
administrative headquarters on a month-to-month basis. In May 2002, the Company
entered a lease expiring on March 31, 2006. This lease was terminated on October
29, 2002 and all future obligations were released in exchange for a promissory
note totaling $33,009 which included termination and related fees. This note is
due on October 29, 2003 and accrues interest at 6% per annum (such interest is
also due at maturity).

Subsequent to termination of such lease, the Company operated out of its President's
home. No amounts have been ascribed for the value of the use of this space in
the accompanying 2002 consolidated statements of operations because the value of
such office space was not considered significant.

In connection with the acquisition of C5 (see Note 3), the Company leased some
of its administrative facility in Manassas, Virginia from a related entity under
a month-to-month arrangement (the arrangement was terminated effective April 30,
2002). Total rent expense during the year ended December 31, 2002, and the
period subsequent to the acquisition of C5 in 2001, under this arrangement
approximated $5,712 and $5,250, respectively.

Rent expense under all operating leases approximated $95,100 and $29,000 during
the years ended December 31, 2002 and 2001, respectively.



                                      F-13
                                       36


Employment Agreements

During the period June 1, 2001 to March 31, 2002, the Company was obligated
under an employment arrangement with its chief executive officer that required
annual base compensation of $100,000 per year. At the election of the officer,
this salary may be converted into shares of the Company's common stock at 75% of
the fair market value of such stock on June 1, 2001. This officer also was
granted the right to convert all accrued but unpaid salary due him through May
31, 2001 at the closing bid price on June 1, 2001. As a result, the officer
converted accrued salaries existing at that time into 4,657,500 shares of
restricted common stock on June 1, 2001. This agreement ended on March 31, 2002,
which coincided with the officer's personal efforts being allocated and directed
to other business ventures outside of the Company.

Effective June 1, 2002, the Board of Directors passed a resolution regarding
employment arrangements with its newly appointed chief executive officer and
chief financial officer. The Board resolved that such arrangements be for an
annual salary of $150,000 for each officer. The Company may terminate the
agreements for any reason upon ninety days notice.

Settlement Agreement

In March 2002, the Company settled certain litigation filed by a former supplier
of support services for the Company's Oasis systems. The plaintiff was alleging
among other things, breach of contract and unjust enrichment. Pursuant to terms
of the settlement, the Company had agreed to pay the plaintiff $20,000 on or
before May 31, 2002. In the event such payment was not made, the Company would
be liable to the plaintiff for $100,000 plus interest from June 1, 2002. The
$20,000 payment was not made by May 31, 2002 and accordingly, the $100,000
amount is now due. The $100,000 settlement has been included in accounts payable
and accrued and other liabilities in the accompanying consolidated balance
sheet.

Other

On January 30, 1998, the Company entered into an agreement with Sarasota
Memorial Hospital (the "Provider") in which the Provider was to perform clinical
testing of ten surgical or medical products submitted by the Company. The
agreement, which has been personally guaranteed by Dr. Michael Swor, the
Company's predecessor CEO, expired on January 30, 2003 and required the Company
to pay the Provider a fixed amount of 25,000 for each of the ten studies. The
agreement further provided that the Company was obligated to pay the $250,000
even if the Company elected to forego having the Provider perform the clinical
testing. The Company has not submitted any products for clinical testing during
the term of the agreement and/or paid any amounts due under this arrangement.
For various reasons, the Provider has effectively agreed to waive their rights
under the agreement provided that the Company either (1) enters into a new
profit participation agreement with the Company under which the Provider would
receive no less than $250,000 within a four year period commencing on the date
of such agreement or (2) makes an immediate payment of $50,000 to the Provider.
As a result thereof, the Company has recorded a $50,000 liability as of December
31, 2002, which amount represents the probable amount of the liability existing
at such time. If the Company elects to enter a new profit participation
agreement, the new agreement is expected to retain the existing personal
guaranty of the Company's previous CEO.



                                      F-14
                                       37


Note 12- Other Related Party Transactions

In December 2002, debt and accrued interest having a carrying book value of
approximately $1,044,000 was extinguished. The transaction resulted from the
dissolution of the related party as a legal company and with no legal standing
in the states in which it transacted business. All known registered agent
representatives were contacted and indicated their resignation with no successor
being identified, and management believes that the possibility of payment of
such debt in the future is remote. Because of the nature of the relationship
between the creditor and the Company, the extinguishment has been reflected as
an increase in additional paid-in capital in the accompanying financial
statements.

The Company periodically receives working capital advances from stockholders. At
December 31, 2002, $118,200 of the stockholders advances in the consolidated
balance sheet are non-interest bearing and $41,563 bear interest at a fixed rate
of 10% per annum. All of the advances are unsecured and due on demand.

In connection with the related party notes, the Company incurred interest
expense of approximately $86,420 and $24,300, respectively, during the years
ended December 31, 2002 and 2001, respectively. The amounts are included in
accounts payable and accrued and other liabilities at December 31, 2002 less
certain accrued interest totaling $68,430 considered extinguished as discussed
above.

In addition to such interest, at December 31, 2002 accounts payable and accrued
and other liabilities included other amounts owed to officers, directors and
other affiliates of approximately $332,000.

During 2001, an officer of the Company contributed $30,000 in unpaid salary to
the capital of the Company.

Note 13 - Other Impairments

Certain intangibles and property and equipment having book values of
approximately $10,349 and $122,680, respectively were deemed to be impaired as of
December 31, 2002 and 2001 and accordingly, were written-off during such years.

Note 14 - Subsequent Events

On March 31, 2003, the Company's Board of Directors authorized and approved
several resolutions as follows:

        o The creation of a 2003 Stock Compensation Plan and filing of Form S-8
          to register the shares under the 2003 Stock Compensation Plan.
        o The authorization of a Series A Preferred Stock consisting of
          4,000,000 shares.
        o Issuance of 2,660,000 shares of Series A Preferred Stock in consideration of
          accrued and unpaid salary totaling $200,000 to two officers of the
          Company.
        o Issuance of 1,330,000 shares of Series A Preferred Stock in consideration of
          $100,000 cash by an individual investor.
        o The incorporation of a subsidiary to be known as Power3 Medical, Inc.
          to be incorporated under the laws of the state of Nevada as a wholly
          owned subsidiary.
        o The merger of the Company with and into its wholly owned subsidiary
          known as Power3 Medical, Inc.
        o The exchange of shares of the Company's common stock for one-fiftieth
          (.02) share of Power3 Medical, Inc. common stock

In addition, on March 31, 2003 the Company entered a series of consultant
relationships to assist in business development and company and product
acquisitions. These consultant agreements are encompassed in the 2003 Stock
Compensation Plan. These consultants will receive warrants for 8,000,000 shares
of common stock registered under a contemplated S-8 filing. A significant
portion of these warrants will allow the consultants to purchase the Company
stock for nominal consideration, and the expense arising from these warrants
will be expensed as the services are provided.

________________________________________________________________________________



                                      F-15
                                       38




Item 8. Changes In and Disagreements with Accountants on Accounting and
        Financial Disclosure

None

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act

     (a) Set forth below are the names,  ages,  positions,  with the Company and
business experiences of the executive officers and directors of the Company.

                                                                     Director
    Name              Age     Position(s) with Company                Since
- ----------------      ---     ------------------------                ---------
Timothy S. Novak       40     Director, Chairman of the Board          2002
                              and Chief Executive Officer

R. Paul Gray           39     Director, Chief Financial Officer,       2002
                              Secretary and Treasurer

        All directors hold office until the next annual meeting of the Company's
shareholders and until their successors have been elected and qualify. Officers
serve at the pleasure of the Board of Director. The officers and directors will
devote such time and effort to the business and affairs of the Company as may be
necessary to perform their responsibilities as executive officers and/or
directors of the Company.

Family Relationships

        There are no family relationships between or among the executive officers
and directors of the Company.

Business Experience

        Timothy Novak, age 40, was appointed Chairman of the Board and Chief
Executive Officer of the Company in April and August 2002, respectively. Mr.
Novak has 18 years of experience in business and his duties for the Company
include operations, public relations and business development. Between March
2002 and May 2002 he was Executive Vice President of Reli-Communications for
development of the Florida region. Mr. Novak was a founding member of Core
Concepts, LLC in June of 2002. From the time of its formation in April 2001
until its merger with the Company, Mr. Novak was a Director, President and Chief
Operating Officer and owner of 27.18% of C5 Health, Inc. From January 2000 to
February 2001, he worked as an Administrator for Corcoran Easterling &
Doyle - Vallery, P.A., in the development of a private physician's medical practice
in Sarasota, Florida. From September 1998 to December 1999, Mr. Novak served as
Regional Vice President for Women's Health Partners, Inc, a 100 member OB/GYN specific
management services organization at



                                       38



which he orchestrated all aspects of physician practice operations, new
ancillary service development and financial reporting. Prior to that period, Mr.
Novak was engaged in independent consulting in the areas of healthcare
partnering and strategic planning. He served as Director of Professional
Relations with The Physicians, Inc., a 1,000-member independent physician
association; owning and operating a financial programming company as a
registered representative and as an independent agent developing, selling and
servicing comprehensive financial plans. Mr. Novak is a Certified Medical
Practice Executive through the American College of Medical Practice Executives
and is a member of the Medical Group Management Association. He received his
Bachelor of Science degree in 1985 from Bowling Green State University and his
Masters in Science in General Administration in 1998 from Central Michigan
University.

        R. Paul Gray, age 39, was appointed a Director, Acting Chief Financial
Officer, Secretary and Treasurer at the time of the merger of the Company with
C5 Health, Inc. in October 2001. Mr. Gray was appointed Chief Financial Officer
from the acting role on August 12, 2002. Mr. Gray has more than 16 years of
experience in Big Four accounting and consulting with large firms serving and
consulting with many public and private companies. Mr. Gray's duties for the
Company include assisting in the accounting functions and compliance related
activities. From June 2002 to the present, Mr. Gray has served as a founding
member of Core Concepts, LLC, a provider of strategic consulting to public and
private growth companies, for which he allocates approximately 10% of his
professional time. The balance of his profession time is devoted to his position
with the Company. From June 2001 to the present, Mr. Gray has been a Director -
for C5 of which he owned 18.09% individually and beneficially at the time of the
merger. From August 2001 to May 2002, Mr. Gray had been a Director and Chief
Financial Officer of Reli-Communications, of which he owned 20% at the time of
his resignation. Mr. Gray served as a Director, Executive Vice Present and Chief
Financial Officer of Millennium from August 1999 until 2001 when the assets were
sold to various companies. From 1985 to 1999, Mr. Gray practiced as a CPA for
several large accounting firms including KPMG and Ernst & Young. Mr. Gray
received his Bachelor of Science degree in accounting in 1985 from West Virginia
University.

Section 16(a) Beneficial Ownership Reporting Compliance

        No Director, Officer, Beneficial Owner of more than ten percent (10%) of
any class of equity securities of the Company failed to file on a timely basis
reports required by Section 16(a) of the Exchange Act during the most recent
fiscal year or prior fiscal years.



                                       39



Item 10. Executive Compensation

                           Summary Compensation Table


                                                                        Long Term Compensation
                                       Annual Compensation                      Awards                Payouts
                                                          Other
                                                         Annual      Restricted       Securities                   All Other
                                                         Compen-        Stock         Underlying       LTIP      Compensation
 Name and                 Year      Salary     Bonus     sation       Award(s)       Options/SARs     Payouts        ($)
 Principal Position                 ($)        ($)         ($)           ($)             (#)            ($)          (1)

G. Michael Swor,
Former Chief
Executive Officer (2)     2002     $ 25,000     -0-        -0-            -0-            -0-           -0-          -0-
                          2001      100,000     -0-        -0-            -0-            -0-           -0-          -0-

R. Paul Gray,
Director,
Chief Financial
Officer, Secretary        2002      $87,500     -0-        -0-            -0-            -0-           -0-          -0-
and Treasurer (3)         2001          -0-     -0-        -0-            -0-            -0-           -0-          -0-

Timothy Novak,
Director,
Chairman and Chief
Executive Officer         2002     $139,000     -0-        -0-            -0-            -0-           -0-          -0-
(3)(4)                    2001       51,500     -0-        -0-            -0-            -0-           -0-          -0-




(1) All other compensation includes certain health and life insurance benefits
paid by the Company on behalf of its employee.

(2) In June, 2001, Dr. Swor elected to convert $93,150 of deferred salary into
shares of the Company's Common Stock valued at $0.02 per share. The valuation
for this transaction appears as approximately $71,000 on the financial
statements for the period ending December 31, 2001. In addition to such amount,
the Company has accrued $58,333 of 2001 salary under the Board resolution
effective June 1, 2001.

(3) Mr. Gray and Mr. Novak were appointed officers at the time of the C5 merger
in October 2001.

(4) Of his salary due in 2001, $17,500 has been deferred and relates to salary
due from C5. In addition, $30,000 of unpaid salary was contributed to the
capital of the Company and the balance was paid in cash.



                                       40


Option Grants in Last Fiscal Year

        No options were granted to the above named officers in 2002 or 2001.

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Values

        The following table provides information regarding the aggregate exercises
of options by each of the named executive officers. In addition, this table
includes the number of shares covered by both exercisable and unexercisable
stock options as of December 31, 2002, and the values of "in-the-money" options,
which values represent the positive spread between the exercise price of any
such option and the fiscal year-end value of the Company's Common Stock.

Year End Option Values for Executive Officers


                                                           Number of
                                                           Unexercised      Value of
                                                           Securities      Unexercised
                                                           Underlying      In-The-Money
                                                          Options/SARs     Option/SARs
                      Shares Acquired                     at 12/31/2002   at 12/31/2002
                        on Exercise      Value Realized   Exercisable/     Exercisable/
  Name                      (#)                ($)        Unexercisable   Unexercisable

G. Michael Swor             -0-                -0-           20,000/0 (1)     $0/0
R. Paul Gray                -0-                -0-                0/0         $0/0
Timothy Novak               -0-                -0-                0/0         $0/0


(1) These options are exercisable at $1.00.

        Except for certain shares of the Company's Common Stock issued and sold and
options granted to the executive officers and/or directors of the Company as of
December 31, 2002 in consideration for various cash, loans and services
performed for the Company, cash or non-cash compensation in the amount of
$274,500 was awarded to, earned by or paid to executive officers or directors of
the Company for all services rendered in all capacities to the Company since
January 1, 1996.

Employee Contracts and Agreement

        Effective June 1, 2001, the board of directors passed a resolution
regarding the employment arrangement with Dr. G. Michael Swor. The Board
resolved that such arrangement be for a period of five (5) years at an annual
salary of $100,000 per year. Said salary may be accumulated by Dr. Swor if
necessary and may be converted into shares of the Company's Common Stock at his
election. Dr. Swor was granted the opportunity to convert all accrued but unpaid
salary due him through May 31, 2001 at the closing bid price on June 1, 2001.
Dr. Swor's accrued but unpaid salary amounted to $93,150 and this was converted
into 4,657,500 shares of restricted Common Stock based upon the applicable price
on June 1, 2001. The valuation for this transaction appears as approximately
$71,000 on the financial statements for the period ending December 31, 2001.
Under this agreement, Dr. Swor accrued $25,000 through the first quarter of




                                       41



2002, at which time he diverted the majority of his efforts to other business
activities and the agreement was deemed terminated at that time.

        On August 12, 2002 and effective June 1, 2002, the Board of Directors
passed a resolution regarding employment arrangement with its newly appointed
Chief Executive Officer, Timothy S. Novak and Chief Financial Officer, R. Paul
Gray. The Board resolved that such arrangement be for an annual salary of
$150,000 for each officer. The agreements may be terminated for any reason; if
the Company elects to do so without cause, then the officers will be entitled to
compensation and benefits for a period of ninety days. Under these agreements
the officers had accrued $125,000 as of March 31, 2003, which remains unpaid. On
March 31, 2003, each officer converted $100,000 of this accrued and unpaid
salary in consideration for issuance 1,330,000 shares of Series A Preferred
Stock.

Key Man Life Insurance

        The Company was the named beneficiary of a key-man life insurance policy
currently owned by Dr. Swor, for which the Company had reimbursed Dr. Swor.
Since the company was unable to reimburse Dr. Swor for the premiums associated
with this policy in 2002 and Dr. Swor is no longer considered "key-man" to the
Company, the company released any and all right to be the named beneficiary of
this key man policy and signed over any existing cash values to Dr. Swor as an
off-set to the outstanding liabilities and advances due to Dr. Swor.

Employee and Consultants Stock Option Plans

Employee Stock Option Plans

        In January, 1999, the Board of Directors adopted a revised Employee Stock
Option Plan and renamed the plan the Surgical Safety Products 1999 Stock Option
Plan (the "1999 Plan"). Under the 1999 Plan, employees qualify for issuance of
Incentive Stock Options under Section 422 of the Internal Revenue Code, as
amended, Non-incentive Stock Options and Reload Options. Directors, consultants
and advisors who are issued options under the plan only qualify for
Non-incentive Stock Options and Reload Options. All of the options under this
plan terminate ten (10) years (except those issued to 10% or more shareholders,
in which case they terminate in five (5) years) from issuance and vest for
employees at the rate of one-third each year for three (3) years and vest as
established by the Stock Option Committee for Directors, Consultants and
Advisors. The plan is overseen by the Board of Directors or the Stock Option
Committee and all issuances are at fair market value as defined in the plan (and
110% of fair market value in the case of a 10% or more shareholder). The plan
provides the exercise rights on death, disability or termination of employment.
The Company may, at its option, provide change of control rights to designated
persons and if granted, the option holder is entitled to certain cash payments
on all options granted whether or not vested if the Company changes control.

        The Board of Directors approved the Company's 2000 Stock Plan ("2000 Stock
Plan") on February 7, 2000. The shareholders approved such plan at the Annual
Meeting held on February 28, 2000. The 2000 Stock Plan is substantially similar
to the 1999 Plan with the addition that the Stock Compensation Committee may
grant awards of stock in addition to options and may grant awards and/or options
to members of the Board of Directors upon assumption of a seat on the Board and



                                       42



upon reelection of awards of up to 25,000 shares and/or options to purchase up
to 25,000 shares of the Company's Common Stock. The 2000 Plan is funded with
10,000,000 shares of Common Stock. This plan covers employees, Officers,
Directors, consultants and advisors. The Board elected to voluntarily restrict
the number of shares granted each year to 1,000,000 in March 2000.

        Pursuant to the 1999 Plan, the Company granted options to purchase 465,000
shares of the Company's Common Stock of which 395,000 have expired or lapsed.
The remaining options represent proceeds on exercise of $106,000, if exercised.
The outstanding options as of this date are as follows:

Employee               Date Option     No. of Shares      Exercise    Term
                         Granted    subject to Exercise    Price      Years
1999 Plan

G. Michael Swor (1)      1/01/99         10,000             $1.00       10
                        12/27/99         10,000             $1.00       10

James Stuart (2)         6/30/99         25,000             $1.72       10

David Swor (2)           6/30/99         25,000             $1.72       10
__________________

(1) Dr. Swor was granted Non Incentive Stock Options under the 1999 Plan.

(2) In June 1999, the Board granted options to purchase 25,000 shares of the
Company's Common Stock at an exercise price of $1.72 to each of its outside
directors as a bonus for their service on the Board of Directors. These options
are Non Incentive Stock Options under the 1999 Plan. Due to his resignation,
David Swor's options expired in May 2002.

Consultant Stock Option Plans

        In January, 1998, the Board of Directors adopted a revised Consultant's
Stock Option Plan (the "1998 Revised CSOP"). Under the 1998 Revised CSOP,
consultants may be granted options to purchase shares of the Company's common
stock for a term specified by the Stock Option Committee at a specified price.
Options under the 1988 Revised CSOP are not transferable except by will or laws
of descent and distribution. In the event the consultant's services are
terminated, such consultant has two (2) months from the date of termination in
which to exercise and in the case of death, the estate has the lesser of (i)
three (3) years from the date of death or (ii) five (5) years from the option
issuance date in which to exercise. In the case of the capital restructure of
the Company, the options are effective as if exercised prior to the capital
restructuring event. There are no yearly limitations on the amount of options
which may be exercised by consultants. The 1998 Revised CSOP requires that the
options are not exercisable for a period of two (2) years from issuance.

        Consultants are also eligible to receive options under the 1999 Revised
ESOP and the 2000 Stock Plan.




                                       43



        Under the 1998 Revised CSOP, the Company granted options to purchase
129,000 shares of the Company's Common Stock of which 125,000 expired or lapsed.
The remaining options represent proceeds on exercise of $2,000 to the Company,
if exercised. Under the 2000 Stock Plan, the Company awarded 1,000,000 shares of
its common stock and options to purchase 248,000 shares that remain outstanding.
The outstanding options as of this date are as follows:

Consultant/                   Date Option      No. of Shares     Exercise   Term
Services Rendered               Granted     subject to Exercise    Price    Years

1998 Revised CSOP

Danielle Chevalier              01/01/98          2,000            $0.50      7
   For marketing assistance
   at conventions

Leann Swor                      01/01/98          2,000            $.050      7
   For marketing assistance
   at conventions

2000 Plan. (1)

Donald F.  Mintmire             08/16/00         244,000           $0.25      10
 Legal Services by
 Mintmire & Associates
______________________

(1) In addition to options, the 2000 Plan allows for an award of shares. The
    Company issued a total of 350,000 to Global Development Associates ("GDA")
    in August and October 2000.

        On March 31, 2003 the board of directors approved a 2003 Stock Compensation
Plan which included 8,000,000 shares of common stock (the "2003 Plan") that may
be granted as stock awards, options, or warrants. A total of 8,000,000 shares of
common stock are subject to warrants granted under the 2003 Stock Compensation
Plan to consultants that are performing various activities on behalf of the
Company.

Compensation of Directors

        The Company has no standard arrangements for compensating the directors of
the Company for their attendance at meetings of the Board of Directors. As part
of the 2000 Stock Plan approved by the Board of Directors and shareholders, the
Stock Compensation Committee may grant awards of stock in addition to options
and may grant awards and/or options to members of the Board of Directors upon
assumption of a seat on the Board and upon reelection of awards of up to 25,000
shares and/or options to purchase up to 25,000 shares of the Company's Common



                                       44



Stock. The 2000 Plan is funded with 10,000,000 shares of Common Stock and was
amended to provide for the granting of not more than options to purchase
1,000,000 shares per year.

Item 11. Security Ownership of Certain Beneficial Owners and Management

        The following table sets forth information as of December 31, 2002,
regarding the ownership of the Company's Common Stock by each shareholder known
by the Company to be the beneficial owner of more than five percent (5%) of its
outstanding shares of Common Stock, each executive officer and director and all
executive officers and directors as a group. Except as otherwise indicated, each
of the shareholders has sole voting and investment power with respect to the
share of Common Stock beneficially owned.

Name and Address of         Title of    Amount and Nature of    Percent of
 Beneficial Owner            Class        Beneficial Owner       Class (1)


Dr. G. Michael Swor          Common         6,494,445             13.00%
4485 S. Shade Avenue
Sarasota, FL 34231
Former CEO

Jerry W. Leonard             Common         8,484,206              16.8%
P.O. Box 634
Fredericksburg, Virginia
5% Stockholder

Reli-Communications          Common         2,668,711               5.3%
9813 Godwin Drive
Manassas, Virginia
5% Stockholder

R. Paul Gray (2)             Common         1,927,032              4.00%
43389 Deepspring Court
Ashburn, VA 20147
Director and CFO

Timothy Novak                Common         5,442,432             11.00%
7216 River Club Boulevard
Bradenton, FL 34202
Director and CEO

All Executive Officers and Directors        7,369,464             15.00%
as a Group (two (2) persons)
_________________

(1) The percentages are based upon 49,891,501 shares of issued and outstanding



                                       45



    shares of voting stock of the registrant issued and outstanding as of
    December 31, 2002.

(2) Mr. Gray owns all of his shares beneficially, 953,516 under the RPG LLC and
    953,516 under the R. Paul Gray Family LLC.

Item 12. Certain Relationships and Related Transactions

        Effective June 1, 2001, the Board of Directors passed a resolution
regarding the employment arrangement with Dr. Swor. The Board resolved that such
arrangement be for a period of five (5) years at an annual salary of $100,000
per year. Said salary may be accumulated by Dr. Swor if necessary and may be
converted into shares of the Company's Common Stock at his election. Dr. Swor
was granted the opportunity to convert all accrued but unpaid salary due him
through May 31, 2001 at the closing bid price on June 1, 2001. Dr. Swor's
accrued but unpaid salary amounted to $93,150 and this was converted into
4,657,500 shares of restricted Common Stock based upon the applicable price on
June 1, 2001. The valuation for this transaction appears as approximately
$71,000 on the financial statements for the period ending December 31, 2001.
Under this agreement, Dr. Swor accrued $25,000 through the first quarter of
2002, at which time he diverted the majority of his efforts to other business
activities and the agreement was deemed terminated at that time.

        Effective June 1, 2001, the Board of Directors passed a further resolution
awarding 500,000 shares of its restricted Common Stock to Ms. Joanne
Sherman, the acting office manager, in consideration of her past and future
efforts on behalf of the Company. Said shares were valued at $10,000 based upon
the applicable price on June 1, 2001. The valuation for this transaction appears
as approximately $7,700 in the financial statements for the period ending
December 31, 2001.

        Surgical executed a Term Sheet with C5 Health, Inc. on July 10, 2001
whereby C5 agreed to merge into OIX, Inc., the Company's wholly owned
subsidiary. The reverse triangular merger was executed on September 15, 2001 to
take effect upon completion of the filings of the Articles of Merger with the
States of Florida and Delaware. Such filings were effective date on October 26,
2001. Under the merger, the Company acquired all of the shares of C5 from the
eleven (11) C5 shareholders in exchange for 20,022,889 shares in the Company and
merged OIX into C5. This issuance effectively changed control in the Company.
The Company's shares were issued in accordance with Rule 506 of Regulation D
promulgated under the Securities Act of 1933, as amended, and the Blue Sky laws
of Virginia and Florida.

        At the time of the merger, by virtue of the acquisition of C5, the Company
assumed certain liabilities. In this regard, the Company did not assume the
following liabilities, which remained the sole liability of C5:

1. Promissory Notes in the total face amount of $57,500 to seven (7)
   individuals who are unaffiliated to the Company or C5. The notes carried a
   premium of 10% of the principal amount, and entitled each of the note
   holders to an additional premium of one share of common stock of C5 for
   each $2 lent to C5 prior to the merger. The notes are convertible into
   common shares of C5 at a rate of $.50 per share. C5 paid the premium and
   recorded the 30,000 shares due as additional premium at $.05 per share.
   None of the 30,000 shares of C5 stock have been issued to the respective



                                       46



   lenders and the notes were originally due on August 27, 2001 and were in
   default at December 31, 2001. The Company now considers these notes
   convertible to shares of Surgical at the same terms as the original C5
   notes.

2. A Secured Promissory Note in the face amount of $500,000 issued May 22,
   2001 by C5 and bearing interest at a fixed rate of 8.5% per annum payable
   to MHC as part of the acquisition by C5 of MHC's assets. The note was due
   originally on August 22, 2001 with all accrued interest. It was extended to
   December 31, 2002. It was secured by the assets owned by C5. As discussed
   in the December 31,2002 consolidated financial statements, this note was
   extinguished effective December 31, 2002 as MHC, a related party, no longer
   had legal standing in the states in which it transacted business.

3. A Secured Promissory Note in the face amount of $460,000 issued August 1,
   2001 by C5, which accrued interest in the event of default at the rate of
   8.5% per annum and was payable to MHC. The note was originally due on July
   31, 2002. MHC extended the note to December 31, 2002. The note was secured
   by the assets of C5 acquired by MHC. As discussed in the 2002 consolidated
   financial statements, this note was extinguished effective December 31,
   2002 as MHC, a related party, no longer had legal standing in the states in
   which it transacted business.

4. Unsecured Promissory Notes in the total face amount of $45,000 issued in
   June 2001 by C5 and payable to Mr. Gray and Mr. Novak bearing interest at
   the fixed rate of 9.5% and are due on demand. At December 31, 2002, these
   notes totaled $39,000.

        Mr. Danielczyk incorporated MHC in Delaware in March 1999 and acted as its
Director and Chief Executive Officer. Mr. Danielczyk owned 20% of MHC. Mr.
Danielczyk was the Chairman of the Board of C5 from June 2001 and owned
individually and beneficially through Bently 19.56% at the time of its
acquisition by the Company. Mr. Danielczyk is a Director and Chief Executive
Officer from May 2001 of Reli-Communications, Inc. that has engaged in center
related party transactions with C5 and Mr. Danielczyk owns 35% of
Reli-Communications, Inc. Reli-Communications, Inc. owned 2.93% of C5 at the
time of C5's acquisition by the Company.

        Mr. Gray acted as a Director and Chief Financial Officer of MHC from August
1999 until March 2001. Mr. Gray owned 15% of MHC. Mr. Gray was a Director and
acting Chief Financial Officer of C5 from June 2001 and owned individually and
beneficially 18.09% at the time of its acquisition by the Company. Mr. Gray was
a Director and Chief Financial Officer from August 2001 until May 2002 in
Reli-Communications, Inc. and owned 20% of Reli-Communications, Inc.

        Mr. Novak, an officer and director of the Company, has been a Director,
President and Chief Operating Officer of C5 since its formation in April 2001
and owned 27.18% of C5 individually at the time of its acquisition by the
Company. In addition to his duties with the Company and C5, he was elected a
Vice President of Reli-Communications, Inc. in March 202 and resigned in May
2002. He holds no ownership in that company.




                                       47



        At December 31, 2002, the Company was indebted to Dr. Michael Swor for
$41,563 of advances he made on behalf of the Company that bear interest at the
fixed rate of 10% per annum that are due on demand. In addition, the Company is
indebted to Dr. Swor in the amount of $101,700 for working capital advances.
These advances are non-interest bearing and due on demand.

        From September 30, 2001 to May 31, 2002, Reli-Communications, Inc. invested
$201,716 in the Company in exchange for which the Company issued 6,723,858
shares of its common stock.

        As of December 31, 2002, the Company had accrued compensation to former
employees, exclusive of officers, in the amount of $113,062, and to officers and
former officers listed in the summary compensation table of $315,833, as set
forth below:

              Name                           Amount
         G. Michael Swor                   $ 83,333
         Tim Novak                          145,000
         R. Paul Gray                        87,500

Item 13. Exhibits and Reports on Form 8-K

(a) Exhibits

Item No.          Description

2.1     Agreement and Plan of Merger and Reorganization between Surgical
        Safety Products, Inc., OIX, Inc. and C5 Health Inc dated September 15,
        2001 effective October 26, 2001 [14]

3.1     Certificate of Incorporation of Sheffeld Acres Inc. filed May 7, 1993
        [1]

3.2     Certificate of Merger of Surgical Safety Products, Inc. into Sheffeld
        Acres Inc. filed February 8, 1995 [1]

3.3     Certificate of Amendment of the Certificate of Incorporation of
        Surgical Safety Products, Inc. f/k/a Sheffeld Acres Inc. filed May 1,
        1998 [1]

3.4     Certificate of Amendment of the Certificate of Incorporation of
        Surgical Safety Products, Inc. f/k/a Sheffeld Acres Inc. filed March
        20, 2000 [7]

3.5     Bylaws of Surgical Safety Products, Inc. [2]

10.58   Loan Cancellation and Settlement Agreement with Thomson Kernaghan &
        Co. Ltd. effective February 7, 2001 [13]

10.59   Term Sheet for merger with Emagisoft Technologies Inc. dated February
        2001 [13]

10.60   Selective HR Solutions Agreement dated March 2001. [13]

10.61   DeRoyal Industries, Inc. Agreement dated 2001 [13]

10.62   Lock Out Agreement dated October 5, 2001 between Surgical Safety
        Products, Inc., C5 Health, Inc. and Dr. Swor. [15]

10.63   Form of the Convertible Secured Promissory Note of C5 Assumed at
        the Merger

10.64   Secured Promissory Note to Millennium dated May 2001

10.65   Extension Agreement of Millennium May 2001 assumed at the Merger

10.66   Secured Promissory Note to Millennium dated August 2001 assumed at
        the Merger



                                       48



10.67   Letter Agreement from Millennium extending May and August 2001
        Notes to December 31, 2002

10.68   Form of Unsecured Promissory Note due to Mr. Novak and Mr. Gray
        assumed at the Merger

10.69   Letter Agreement from Mr. Novak extending due date of Unsecured
        Promissory Note to December 31, 2002

10.70   Letter Agreement from Mr. Gray extending due date of Unsecured
        Promissory Note to December 31, 2002

10.71   Lease Agreement, Assignment and Amendment for Corporate Offices

10.72*  Employee Agreement for Timothy Novak dated August 12, 2002.

10.73*  Employee Agreement for R. Paul Gray dated August 12, 2002.

16.1    Letter on change of certifying accountant pursuant to Regulation SK
        Section 304(a)(3) [16]

16.2    Letter on change of certifying accountant pursuant to Regulation SK
        Section 304(a)(3) [17]

16.3    Letter dated November 16, 2001 from Kerkering, Barbario & Co, PA to
        the SEC [18]

16.4    Letter dated November 22, 2001 from Kerkering, Barbario & Co, PA to
        the SEC [18]

16.5    Letter dated January 7, 2002 from Kerkering, Barbario & Co., PA to the
        SEC. [19]
_________

* Filed herewith

[1]     Previously filed with the Company's Form 10SB

[2]     Previously filed with the Company's Amendment No. 1 to the Form 10SB

[3]     Previously filed with the Company's Form 10QSB for the Quarter ended March
        30, 1999

[4]     Previously filed with the Company's Form 10QSB for the Quarter ended June
        30, 1999

[5]     Previously filed with the Company's Amendment No. 2 to the Form 10SB




                                       49



[6]     Previously filed with the Company's Form 10QSB for the Quarter ended
        September 30, 1999

[7]     Previously filed with the Company's Form S-3 on March 2, 2000.

[8]     Previously filed with the Company's Form 10KSB for the fiscal year ended
        December 31, 1999.

[9]     Previously filed with the Company's Form 10QSB for the Quarter ended March
        31, 2000.

[10]    Previously filed with the Company's Form 10QSB for the Quarter ended June
        30, 2000.

[11]    Previously filed with the Company's Amendment 3 to the Form 10QSB for the
        Quarter ended June 30, 2000.

[12]    Previously filed with the Company's Form 10QSB for the Quarter ended
        September 30, 2000.

[13]    Previously filed with the Company's Form 10KSB for the fiscal year ended
        December 31, 2000.

[14]    Previously filed with the Company's Form 8K filed October 4, 2001

[15]    Previously filed with the Company's Form 10QSB for the Quarter ended
        September 30, 2001.

[16]    Previously filed with the Company's Form 8K relative to change of
        accountants on November 16, 2001

[17]    Previously filed with the Company's Form 8K/A relative to change of
        accountants on November 21, 2001

[18]    Previously filed with the Company's Form 8K relative to change of
        accountants on November 29, 2001

[19]    Previously filed with the Company's Form 8K relative to change of
        accountants on May 9, 2002

        (b) Reports on Form 8K

            No reports on Form 8K were filed during the last quarter of the year
            ended December 31, 2002.



                                       50


Item 14. Controls and Procedures

        Based on their evaluation, as of a date within 90 days of the filing date
of this Form 10-KSB, the Company's Chief Executive Officer and Chief Financial
Officer have concluded that Surgical Safety Products, Inc.'s disclosure controls
and procedures are effective. There have been no significant changes in internal
controls or in other factors that could significantly affect these internal
controls subsequent to the date of the evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Item 16. Principal Accountant Fees and Services

        The following table sets forth the amount of fees billed by the Company's
independent accountants for the year ended December 31, 2002 and the year ended
December 31, 2001:

                                          2002                      2001

                  Audit Fees:            $ 7,500                  $23,500
                  Audit-Related Fees:          -                        -
                  Tax Fees:                    -                        -
                  All Other Fees:        $ 9,500                  $ 1,500

        The Company does not have an Audit Committee of the Board of Directors. All
activities of the Company's independent accountants are reviewed and approved
prior to the engagement by the Board of Directors, who determined whether such
activities could affect the independence of such accountants. Third parties did
not perform more than 50% of the total hours expended on audit of the Company's
financial statements for the year ended December 31, 2002.



                                       51


                                    SIGNATURE

        In accordance with Section 13 and 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  Surgical Safety Products, Inc. (Registrant)


Date: May 22, 2003                By: /s/ Timothy Novak
                                  Timothy Novak
                                  Chairman and Chief Executive Officer


        Pursuant to the requirements of the Exchange Act, this report has been
signed by the following persons in the capacities and on the dates indicated.

Signature                           Title                        Date

/s/ R.  Paul Gray          Director, Secretary, Treasurer     May 22, 2003
R.  Paul Gray              and Chief Financial Officer

/s/ Timothy Novak          Chairman and Chief                 May 22, 2003
Timothy Novak              Executive Officer




                                       52



                                  CERTIFICATION

I, Timothy Novak certify that:

1. I have reviewed this annual report on Form 10KSB of Surgical Safety
   Products, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this annual report;
3. Based on my knowledge, the financial statements, and other financial
   information included in the this annual report, fairly present in all
   material respects the financial condition, results of operations and cash
   flows of the registrant as of, and for the periods presented in this annual
   report;
4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures for the
   registrant and have:
        a. Designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including the
           consolidated subsidiaries, is made known to us by others within those
           entities, particularly during the period in which this annual report
           is being prepared;
        b. Evaluated the effectiveness of the registrant's disclosure controls
           and procedures as of a date within 90 days prior to the filing of this
           annual report; and
        c. Presented in this annual report our conclusions about the
           effectiveness of the disclosure controls and procedures based on our
           evaluation noted preceding;
5. The registrant's other certifying officers and I have disclosed, based on
   our most recent evaluation, to the registrant's auditors:
        a. All significant deficiencies in the design or operation of internal
           controls which could adversely affect the registrant's ability to
           record, process, summarize, and report financial data and have
           identified for the registrant's auditors any material weaknesses in
           internal controls; and
        b. Any fraud, whether or not material, that involves management or other
           employees who have a significant role in the registrant's internal
           controls; and
6. The registrant's other certifying officers and I have indicated in this
   annual report whether there were significant changes in internal controls
   or in other factors that could significantly affect internal controls
   subsequent to the date of our most recent evaluation, including any
   corrective actions with regard to significant deficiencies and material
   weaknesses.

Date: May 22, 2003

                                                   /s/ Timothy Novak
                                                   By: Timothy Novak
                                                   Title: Chief Executive Officer



                                       53



                                  CERTIFICATION

I, R. Paul Gray certify that:

1. I have reviewed this annual report on Form 10KSB of Surgical Safety
   Products, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this annual report;
3. Based on my knowledge, the financial statements, and other financial
   information included in the this annual report, fairly present in all
   material respects the financial condition, results of operations and cash
   flows of the registrant as of, and for the periods presented in this annual
   report;
4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures for the
   registrant and have:
        a. Designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including the
           consolidated subsidiaries, is made known to us by others within those
           entities, particularly during the period in which this annual report
           is being prepared;
        b. Evaluated the effectiveness of the registrant's disclosure controls
           and procedures as of a date within 90 days prior to the filing of this
           annual report; and
        c. Presented in this annual report our conclusions about the
           effectiveness of the disclosure controls and procedures based on our
           evaluation noted preceding;
5. The registrant's other certifying officers and I have disclosed, based on
   our most recent evaluation, to the registrant's auditors:
        a. All significant deficiencies in the design or operation of internal
           controls which could adversely affect the registrant's ability to
           record, process, summarize, and report financial data and have
           identified for the registrant's auditors any material weaknesses in
           internal controls; and
        b. Any fraud, whether or not material, that involves management or other
           employees who have a significant role in the registrant's internal
           controls; and
6. The registrant's other certifying officers and I have indicated in this
   annual report whether there were significant changes in internal controls
   or in other factors that could significantly affect internal controls
   subsequent to the date of our most recent evaluation, including any
   corrective actions with regard to significant deficiencies and material
   weaknesses.

Date: May 22, 2003

                                                   /s/ R. Paul Gray
                                                   By: R. Paul Gray
                                                   Title: Chief Financial Officer


                                       54


                                 EXHIBIT INDEX


2.1     Agreement and Plan of Merger and Reorganization between Surgical
        Safety Products, Inc., OIX, Inc. and C5 Health Inc dated September 15,
        2001 effective October 26, 2001 [14]

3.1     Certificate of Incorporation of Sheffeld Acres Inc. filed May 7, 1993
        [1]

3.2     Certificate of Merger of Surgical Safety Products, Inc. into Sheffeld
        Acres Inc. filed February 8, 1995 [1]

3.3     Certificate of Amendment of the Certificate of Incorporation of
        Surgical Safety Products, Inc. f/k/a Sheffeld Acres Inc. filed May 1,
        1998 [1]

3.4     Certificate of Amendment of the Certificate of Incorporation of
        Surgical Safety Products, Inc. f/k/a Sheffeld Acres Inc. filed March
        20, 2000 [7]

3.5     Bylaws of Surgical Safety Products, Inc. [2]

10.58   Loan Cancellation and Settlement Agreement with Thomson Kernaghan &
        Co. Ltd. effective February 7, 2001 [13]

10.59   Term Sheet for merger with Emagisoft Technologies Inc. dated February
        2001 [13]

10.60   Selective HR Solutions Agreement dated March 2001. [13]

10.61 * DeRoyal Industries, Inc. Agreement dated 2001 [13]

10.62   Lock Out Agreement dated October 5, 2001 between Surgical Safety
        Products, Inc., C5 Health, Inc. and Dr. Swor. [15]

10.63   Form of the Convertible Secured Promissory Note of C5 Assumed at
        the Merger

10.64   Secured Promissory Note to Millennium dated May 2001

10.65   Extension Agreement of Millennium May 2001 assumed at the Merger

10.66   Secured Promissory Note to Millennium dated August 2001 assumed at
        the Merger

10.67   Letter Agreement from Millennium extending May and August 2001
        Notes to December 31, 2002



                                       54



10.68   Form of Unsecured Promissory Note due to Mr. Novak and Mr. Gray
        assumed at the Merger

10.69   Letter Agreement from Mr. Novak extending due date of Unsecured
        Promissory Note to December 31, 2002

10.70   Letter Agreement from Mr. Gray extending due date of Unsecured
        Promissory Note to December 31, 2002

10.71   Lease Agreement, Assignment and Amendment for Corporate Offices

10.72*  Employee Agreement for Timothy Novak dated August 12, 2002.

10.73*  Employee Agreement for R. Paul Gray dated August 12, 2002.

16.1    Letter on change of certifying accountant pursuant to Regulation SK
        Section 304(a)(3) [16]

16.2    Letter on change of certifying accountant pursuant to Regulation SK
        Section 304(a)(3) [17]

16.3    Letter dated November 16, 2001 from Kerkering, Barbario & Co, PA to
        the SEC [18]

16.4    Letter dated November 22, 2001 from Kerkering, Barbario & Co, PA to
        the SEC [18]

16.5    Letter dated January 7, 2002 from Kerkering, Barbario & Co., PA to the
        SEC. [19]
_________

* Filed herewith

[1]     Previously filed with the Company's Form 10SB

[2]     Previously filed with the Company's Amendment No. 1 to the Form 10SB

[3]     Previously filed with the Company's Form 10QSB for the Quarter ended March
        30, 1999

[4]     Previously filed with the Company's Form 10QSB for the Quarter ended June
        30, 1999

[5]     Previously filed with the Company's Amendment No. 2 to the Form 10SB

[6]     Previously filed with the Company's Form 10QSB for the Quarter ended
        September 30, 1999

[7]     Previously filed with the Company's Form S-3 on March 2, 2000.



                                       56



[8]     Previously filed with the Company's Form 10KSB for the fiscal year ended
        December 31, 1999.

[9]     Previously filed with the Company's Form 10QSB for the Quarter ended March
        31, 2000.

[10]    Previously filed with the Company's Form 10QSB for the Quarter ended June
        30, 2000.

[11]    Previously filed with the Company's Amendment 3 to the Form 10QSB for the
        Quarter ended June 30, 2000.

[12]    Previously filed with the Company's Form 10QSB for the Quarter ended
        September 30, 2000.

[13]    Previously filed with the Company's Form 10KSB for the fiscal year ended
        December 31, 2000.

[14]    Previously filed with the Company's Form 8K filed October 4, 2001

[15]    Previously filed with the Company's Form 10QSB for the Quarter ended
        September 30, 2001.

[16]    Previously filed with the Company's Form 8K relative to change of
        accountants on November 16, 2001

[17]    Previously filed with the Company's Form 8K/A relative to change of
        accountants on November 21, 2001

[18]    Previously filed with the Company's Form 8K relative to change of
        accountants on November 29, 2001

[19]    Previously filed with the Company's Form 8K relative to change of
        accountants on May 9, 2002



                                       57

EX-10.61

                             Vendor Supply Agreement

THIS VENDOR SUPPLY AGREEMENT ("Agreement") is entered into this 19th day of
February, 2001, by and between Surgical Safety Products, Inc. ("Vendor"), having
its business address at 3665 Bee Ridge Road, Suite 300, Sarasota, Florida, 34233
and DeRoyal Industries, Inc. ("DeRoyal"), a Tennessee corporation, having its
business address at 200 DeBusk Lane, Powell, Tennessee, 37849.

WHEREAS, Vendor has agreed to manufacture and sell to DeRoyal Product as defined
herein and subject to Section 5.1, will manufacture and supply Product, on a
non-exclusive basis for DeRoyal; and

WHEREAS DeRoyal desires to purchase Product from Vendor to be marketed,
distributed, and sold by DeRoyal.

NOW THEREFORE in consideration of the terms, covenants, conditions, promises,
provisions and agreements set forth herein, and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:

1. PRODUCT

1.1 "Product" shall mean the SutureMate(r) (U.S. Patent No. 4,969,893) which
DeRoyal shall purchase from Vendor.

1.2 DeRoyal shall provide purchase orders ("PO") for purchases of the Product.
Vendor shall manufacture the Product in quantities designated by DeRoyal. For
the initial order, Product shall be shipped within seven (7) weeks of receipt of
a valid PO from DeRoyal; thereafter, Product shall be shipped within five (5)
weeks of receipt of a valid PO from DeRoyal ("Lead Time"). DeRoyal will issue
POs adhering to the Lead Time. However, should an order be requested from
DeRoyal which requires less time to deliver Product to DeRoyal than the agreed
Lead Time, Vendor will do its best to fill such order within that requested
time.

1.3 At the sole discretion of DeRoyal, failure to ship within the Lead Time set
forth in Section 1.2 shall be considered a material breach and shall not be
subject to the cure provisions set forth in Sections 3.2 and 3.3. Should DeRoyal
decide to continue this Agreement, Vendor shall expedite such late orders using
an air carrier, and shall be responsible for all freight charges and expenses
incurred from such shipment.

1.4 DeRoyal relies upon Vendor to provide first quality Product to fulfill
DeRoyal's customers' expectations for quality and timeliness. The Product will
conform to the specifications as forth on Exhibit C. Should any portion of any
shipment not conform to those specifications, DeRoyal, may at its sole
discretion, refuse to accept the entire shipment or may refuse to accept only
those portions of the shipment which fail to conform to the specifications.


                                       1


1.5 Vendor certifies that the Product shall be free from any latex materials
including any packaging or labeling materials.

1.6 For the term hereof, DeRoyal agrees to purchase and Vendor agrees to supply
DeRoyal's requirements of the Product in non-sterile bulk.

1.7 DeRoyal shall require marketing support and assistance from Vendor and/or
Dr. Michael Swor during the term of this Agreement, including but not limited
to, the following provisions:

(a) guidance to literature and advertising layouts
(b) access to relevant studies
(c) copyright permission on any articles, videos, and any other publications
(d) packaging, labeling, and instructions for use
(e) trade shows assistance as mutually agreed upon by the parties
(f) market research data
(g) current customers' lists
(h) other relevant marketing assistance

1.8 Vendor shall notify DeRoyal with thirty (30) days' advance written notice of
any and all Product, packaging, labeling, and/or processing changes. Any changes
that include latex materials shall be considered a material breach of this
Agreement as set forth in Sections 3.2 and 3.3 below. Should Vendor not be able
to cure this material breach as set forth in Section 3.3, DeRoyal shall
terminate this Agreement.

1.9 Tuthill Plastics Group in Clearwater, Florida will manufacture the Product.
In the event that Vendor shall consider the appointment of an another
manufacturer to produce the Product during the term hereof, Vendor shall
communicate all relevant terms and conditions of such appointment to DeRoyal
within sixty (60) days of the determination of such appointment. Vendor shall
also not substitute manufacturers without the prior written approval of DeRoyal.
Vendor agrees to communicate such utilization of a substitute manufacturer to
DeRoyal ninety (90) days before such substitution is implemented.

2. PRICING

2.1 Vendor will invoice DeRoyal on or after the actual shipment date of the
Product. DeRoyal will pay Vendor the amounts set forth in the invoice. Payment
terms shall be five percent (5%) thirty (30) days, net forty-five (45) days from
the date of the invoice.

2.2 The price of the Product shall be based on the following cumulative volumes:

Unit Volume                                    Price per Unit
0 - 15,000                                         $2.25
15,001 - 25,000                                    $2.00
25,001 and above                                   $1.25



                                       2


Subject to Sections 2.3 and 2.4, the prices of the Product shall remain in
effect for three (3) years from the Effective Date. For the purposes of this
Agreement, "Effective Date" shall mean the date first above written. DeRoyal
shall review prices annually beginning one (1) year from the Effective Date.
Should DeRoyal determine that prices need to be decreased, such price decreases
shall be agreed upon by both parties.

2.3 Vendor warrants that the prices, payment terms, and other terms and
conditions for the Product covered under this Agreement are not less favorable
than the prices, payment terms, or other terms and conditions offered to
Vendor's most favored customer for like Product or similar quantities. Should
Vendor offer any of its other customers more favorable prices, payment terms, or
other terms and conditions for substantially comparable Product and quantities
during the term of this Agreement, Vendor shall extend such prices, payment
terms, or other terms and conditions to DeRoyal. Vendor shall credit DeRoyal for
any reductions in price of the Product within thirty (30) days from the
effective date of the price reduction.

2.4 Throughout the Initial Term and any subsequent renewal periods, Vendor
agrees to engage in cost-reduction savings that it agrees to convey to DeRoyal.
Vendor agrees that a minimum of five percent (5%) of such cost-reduction savings
shall be passed to DeRoyal in the form of a price decrease above and beyond any
reductions as outlined in Section 2.2 and 2.3. Vendor shall convey such price
reduction savings to DeRoyal within thirty (30) days after being established by
Vendor.

2.5 In the event that this Agreement is terminated due to a material breach or a
non-curable breach caused by Vendor as set forth herein, DeRoyal shall not be
responsible for (i) any inventory on hand held by Vendor, (ii), (ii) Product
ordered by DeRoyal, but not yet delivered, or (iii) any Product in transit to
DeRoyal. Any Product that is in transit to DeRoyal shall be returned by DeRoyal
to Vendor at Vendor's expense. However, should any material breach or a
non-curable breach be caused by DeRoyal, DeRoyal shall be responsible for
purchasing all inventory as set forth in Section 4.5 above.

3. TERM/TERMINATION

3.1 The term of this Agreement shall be for three (3) years from the Effective
Date ("Initial Term"). Thereafter, this Agreement shall be automatically renewed
for additional one (1) year periods, unless either DeRoyal terminates this
Agreement with ninety (90) days advance written notice to Vendor as set forth in
Section 3.4 or as provided herein.

3.2 Either party may terminate this Agreement for the other's material breach of
this Agreement, but only after the breaching party is given thirty (30) days'
written notice of the material breach by the other party, and is given an
opportunity to cure the material breach within such time period.

3.3 If the breach is curable, and is timely cured within thirty (30) days after
such notice, the Agreement will continue in full force and effect. In the event
the breaching party does not timely cure a curable breach, or if the breach is
non-curable, then this Agreement will terminate upon the expiration of the
thirty (30) days.



                                       3



3.4 During the Initial Term or any subsequent periods, DeRoyal may terminate
this Agreement without cause with ninety (90) days advance written notice to
Vendor.

3.5 Upon termination of this Agreement by DeRoyal, DeRoyal shall be responsible
for taking delivery of any inventory ordered by DeRoyal, but not yet delivered
and making payment in accordance with the terms set forth herein.

4. DELIVERY OF PRODUCT

4.1 All Product shall be shipped from the Tuthill Plastics Group facility
located at Clearwater, Florida. Vendor shall not substitute facilities without
the prior written approval of DeRoyal. Vendor agrees that the utilization of a
substitute plant shall not result in additional charges or costs to DeRoyal of
any nature, including transportation and distribution charges or costs. Such
additional charges or costs shall be the responsibility of Vendor, unless
DeRoyal agrees in advance by written notice to Vendor to pay such charges or
costs.

4.2 Payment of all freight charges will be the responsibility of DeRoyal as long
as Vendor uses the common carriers selected by DeRoyal. Should Vendor use a
common carrier not selected by DeRoyal, Vendor shall be responsible for payment
of freight charges associated with such shipment unless DeRoyal approved the
common carrier prior to such shipment. The risk of loss shall pass to DeRoyal
upon delivery to and acceptance of the Product by DeRoyal.

4.3 The Product shall conform to the product quality specifications provided to
Vendor by DeRoyal set forth in the attached Exhibit B and the product
specifications set forth in Exhibit C. Should any portion of any shipment to
DeRoyal not conform to those specifications, DeRoyal may, at its sole
discretion, refuse to accept the entire shipment or may refuse to accept only
those portions of the shipment which fail to conform to the specifications. The
risk of loss and responsibility for shipping charges shall remain with Vendor
for any delivered product not accepted by DeRoyal.

4.4 Vendor shall include its lot numbers and DeRoyal's part number on all
shipping labels.

4.5 Subject to Section 5.1, Vendor shall not require minimum order amounts from
DeRoyal of either quantity or dollar volume.

4.6 DeRoyal agrees to provide Vendor with the Quality Assurance Methodology to
be used by DeRoyal for determining acceptance or rejection of product received
from Vendor as set forth in the attached Exhibit B. This methodology shall be in
accordance with customary inspection and acceptance methods generally used in
the medical device industry.

5. EXCLUSIVITY

5.1 For a period of eight (8) months from the date of the first sale of the
Product by DeRoyal after the Effective Date ("Exclusivity Period"), DeRoyal
shall purchase the Product exclusively from Vendor. Within thirty (30) days



                                       4


before the end of the Exclusivity Period, the parties shall review the
annualized unit purchases of Product by DeRoyal. The Exclusivity Period shall be
continued for the remaining term of this Agreement if DeRoyal maintains or
exceeds the annualized purchases for each of the first three (3) quarters of the
Exclusivity Period beginning on the Effective Date. DeRoyal shall purchase at
least eight thousand (8,000) units for the first quarter, at least four thousand
(4,000) units for the second quarter, and at least ten thousand five hundred
(10,500) units for the third quarter. However, should DeRoyal's purchases be
less than ninety percent (90%) of the annualized unit purchases provided herein,
Vendor shall have the right to terminate the Exclusivity Period.

5.2 Should DeRoyal not meet its annualized unit purchases as provided in Section
5.1 and Vendor decides to sell the Product to another customer, Vendor agrees to
notify DeRoyal of its intent to sell the Product to another customer at least
thirty (30) days prior to such transaction.

5.3 In the event that Vendor entertains offers to sell part or all of its
operations during the Exclusivity Period, DeRoyal has the right of first refusal
to purchase all or part of Vendor's operations as outlined in Section 12.2.

6. INABILITY TO SUPPLY

6.1 Neither party will be deemed to be in default nor in breach of this
Agreement or responsible for nonperformance or delays in performance, other than
for obligations regarding payment of money for purchase orders and components or
confidentiality, due to any event beyond the reasonable control of such party,
including but not limited to, acts of God, war, riots, civil disruption, loss of
or delays in acquiring adequate supply of materials or manufacturing capacity,
or other manufacturing problems and/or delays, or changes in governmental
policies, laws, or regulations.

6.2 Vendor will have all Product ordered by DeRoyal available for delivery to
DeRoyal by the scheduled Lead Time set forth in Section 1.2 above. In the event
that Vendor shall not be able to deliver Product as scheduled, Vendor shall
provide DeRoyal with advance notice of that fact and the new estimated delivery
date. DeRoyal shall have the option to accept the new delivery date or cancel
the PO for such Product without penalty. In addition, should DeRoyal accept the
new delivery date, Vendor shall be responsible for all freight charges and
expenses incurred from such shipment.

7. REPRESENTATIONS AND WARRANTIES

7.1 Vendor warrants to DeRoyal that as of the date of transfer of title of the
Product to DeRoyal:

        (a) Each of the Product will meet the applicable Product
            Specifications set forth in Exhibits B and C, in addition to
            Vendor's quality control test methods that are in effect as of
            the date of title transfer;

        (b) The Product is manufactured in accordance with the Quality System
            Regulation and any other regulations applicable to the
            manufacture, sale, or marketing of medical devices as issued by




                                       5


            the Food and Drug Administration ("FDA") and/or any applicable
            foreign laws, rules, and regulations;

        (c) Each of the Product conforms to all regulatory requirements and
            applicable standards and all necessary regulatory approvals
            necessary for the marketing and sale of the Product have been
            obtained by Vendor;

        (d) The manufacture, sale, use, or marketing of the Product do not
            infringe the intellectual property rights of any other party,
            including, but not limited to, patent rights, trademark rights,
            copyright, and trade secret rights; and

        (e) Vendor transfers to DeRoyal good title in the Product, free and
            clear of all liens and encumbrances.

7.2 If any Product is found to have defects, DeRoyal will give written notice of
such defects, including reasonable details and samples, to Vendor. Vendor will
then review the defect claim within thirty (30) days after receipt. If Vendor
agrees that the defect is covered by a warranty, Vendor will notify DeRoyal and
DeRoyal will deliver the defective Product to Vendor within thirty (30) days of
Vendor's return authorization. All transportation charges for the return of such
Products shall be paid by Vendor.

7.3 DeRoyal shall have the option to send back excess inventory, customer
returned Product, and/or discontinued Product ("Excess Inventory") to Vendor
upon written notice to Vendor. Vendor shall ensure that DeRoyal receives within
thirty (30) days after receipt of written notice from DeRoyal return
authorization to return the Excess Inventory to Vendor.

7.4 DeRoyal shall have full return privileges for all unsold inventory for the
purposes of stock balancing. DeRoyal shall have the option of withholding five
percent (5%) of all invoices for a period of one hundred twenty (120) days as a
return reserve.

7.5 For all returns, Vendor shall issue to DeRoyal credit on any outstanding
invoices. However, should DeRoyal not owe Vendor any outstanding balances,
Vendor shall issue cash payments to DeRoyal for the returns.

8. DEROYAL'S COMPLIANCE

8.1 DeRoyal will ascertain and comply with all applicable laws and regulations
and standards of industry in connection with the use, shipping, distribution,
and promotion of the Product, including without all limitation, those applicable
to Product' claims, labeling, approvals, regulations, and notifications.

9. BOOKS AND RECORDS

9.1 DeRoyal will maintain for five (5) years from the date of production all of
its books and records pertaining to all Product sales, sufficient to adequately
administer a recall of any Product.



                                       6



9.2 Vendor will maintain for five (5) years after termination of this Agreement
all of its books and records pertaining to all Product' manufacturing.

10. INDEMNIFICATION AND INSURANCE

10.1 DeRoyal will defend, indemnify, and hold Vendor and its officers,
directors, shareholders, employees and agents harmless from any and all third
party claims (including reasonable attorneys' fees, costs and disbursements)
arising from:

        (a) DeRoyal or any of its agents or employees' negligence or willful
            misconduct; and/or

        (b) Breach by DeRoyal or any of its agents or employees of any
            warranty contained in this Agreement.

10.2 Vendor will defend, indemnity, and hold DeRoyal and its officers,
directors, employees and agents harmless from third party claims (including
reasonable attorneys' fees, costs and disbursements)to the extent arising from:

        (a) Vendor or any of its agents or employees' negligence or willful
            misconduct;

        (b) Breach by Vendor or any of its agents or employees of any
            representation or warranty contained in this Agreement.

10.3 In any claim where a duty to indemnify may or will arise, the party who
would be entitled to indemnify ("Non-Indemnifying Party") will not settle any
such claim, confess judgment, knowingly allow itself to be defaulted, allow any
judgment to be taken against the party potentially responsible for
indemnification (the "Indemnifying Party"), without first:

        (a) Giving notice to the Indemnifying Party immediately upon becoming
            aware of the claim;

        (b) Allowing the Indemnifying Party to meaningfully participate in
            the resolution and/or settlement of the claim; and

        (c) Obtaining the Indemnifying Party's prior written consent to any
            such settlement or consent judgment, which consent will not be
            unreasonably withheld or delayed.

10.4 Furthermore, the Indemnifying Party will not be liable for attorney's fees
or expenses of litigation of the Non-Indemnifying Party unless the
Non-Indemnifying Party promptly tenders and gives the Indemnifying Party the
opportunity to assume control of the defense or settlement. In addition, if the
Identifying Party assumes such control, it will only be responsible for the
legal fees and litigation expenses of the attorneys it designates to assume
control of the litigation or settlement. All payments, settlements, judgments,
and expenses incurred in connection with any settlement or judgment entered into
or allowed without complying with the foregoing obligations will be borne by the
Non-Indemnifying Party.



                                       7



10.5    (a) Vendor shall maintain Product liability insurance in a minimum amount
of one million dollars ($1,000,000) per occurrence and up to five million
dollars ($5,000,000) aggregate. Vendor shall name DeRoyal as an additional
insured on its product liability insurance and shall supply DeRoyal a
certificate of insurance evidencing such insurance within thirty (30) days after
the execution of this Agreement.

        (b) Vendor shall obtain a certificate of insurance from Tuthill Plastics
Group evidencing product liability insurance in the amounts set forth in the
above subsection (a) within thirty (30) days from the execution of this
Agreement. Vendor shall forward a copy of such certificate of insurance to
DeRoyal.

11. CONFIDENTIAL INFORMATION

11.1 As used in this Agreement, the party disclosing such Information, as the
term is defined below, is referred to as the "Disclosing Party;" the party
receiving such Information is referred to as the "Recipient."

        (a) Information. As used in this Agreement, the term "Information"
            shall mean:

                (i)  discoveries, concepts, inventions, innovations, and ideas
                     (including, but not limited to, the nature and results of
                     research and development activities), processes, formulae,
                     techniques, know-how, designs, drawings and specifications;
                (ii) production processes, marketing techniques, purchasing
                     information, pricing information, quoting procedures,
                     licensing policies, licensee and licensor information,
                     financial information, business records, regulatory affairs
                     and quality assurance information, market information,
                     employee and consultant names and job descriptions and
                     abilities, customer and prospective customer information and
                     agreements, manufacturer and supplier information and
                     agreements, and data and other information or material
                     relating to the manner in which any customer (or prospective
                     customer) or a manufacturer (or a prospective manufacturer)
                     of Vendor and/or DeRoyal does business;
                (iii)marketing or sales strategies and plans, business
                     strategies and plans, financial strategies and plans,
                     product strategies and plans, research and development
                     plans, and all other plans and strategies of Vendor and/or
                     DeRoyal;
                (iv) proprietary rights, trade secrets, intellectual property,
                     agreements, contracts, licenses, proposals, budgets,
                     forecasts, projections, and any other information or
                     material relating to the business or activities of Vendor
                     and/or DeRoyal which is not generally known to others;
                (v)  any of the information or material described herein which is
                     the property of any other person or entity which has
                     revealed or delivered such information or material to Vendor
                     and/DeRoyal pursuant to a contractual relationship with
                     Vendor and/or DeRoyal or otherwise in the course of Vendor
                     and/or DeRoyal's business; and



                                       8


                (vi) all information for which the unauthorized disclosure
                     could be detrimental to the interest of Vendor and DeRoyal,
                     and will include any and all information described herein
                     whether or not such information is identified or marked
                     confidential.

        (b) Confidentiality of Information. The Recipient shall hold in
            confidence, and shall not disclose to any person outside the
            organization, any Information. The Recipient shall use such
            Information only for the purpose for which it was disclosed and
            shall not use or exploit such Information for its own benefit or
            the benefit of another without the prior written consent of the
            Disclosing Party. The Recipient shall disclose Information
            received by it under this Agreement only to persons within its
            organization who have a need to know such Information in the
            course of the performance of their duties and who are bound to
            protect the confidentiality of such Information. Upon request of
            the Disclosing Party, or upon termination of this Agreement,
            Recipient shall promptly return to the Disclosing Party all
            Information that Recipient has received in, or reduced to,
            tangible form, and destroy all copies of software and related
            documentation in intangible media, and certify to Disclosing
            Party that Recipient has returned and/or destroyed all
            Information.

        (c) Limitation on Obligation. Notwithstanding the Recipient's
            confidentiality obligations specified in Subsection (b) above,
            the Recipient shall have no further obligations, with respect to
            any Information to the extent that such Information;

           (i)  is generally known to the public at the time of disclosure or becomes
                generally known through no wrongful act or neglect of the Recipient;
           (ii) is in the Recipient's lawful possession at the time of disclosure as
                evidenced by Recipient's written records prepared prior to such disclosure;
           (iii)becomes known to the Recipient through disclosure by sources other than
                the Disclosing Party having the legal right to disclose such Information;
           (iv) is independently developed by the Recipient without reference to or
                reliance upon the Information, or;
           (v)  is required to be disclosed by the Recipient to comply with applicable laws
                or governmental regulations, provided that the Recipient provides
                Disclosing Party with prior written notice of such disclosure and an
                opportunity to defend against such disclosure, and takes reasonable and
                lawful actions to avoid and/or minimize the extent of such disclosure.

        (d) Ownership of Information. The parties hereto agree that the party
            disclosing Information is and shall remain the exclusive owner of
            such Information and all patent, copyright, trade secret,
            trademark, and other intellectual property or proprietary rights
            therein. No license or conveyance of such rights to the Recipient
            is granted or implied under this Agreement.



                                       9



12. OPTIONS

12.1 In the event that Vendor shall consider the appointment of an Exclusive
Distributor for the Product during the term hereof, Vendor shall communicate all
relevant terms and conditions of such appointment to DeRoyal within sixty (60)
days of the determination of the terms and conditions of such appointment.
DeRoyal shall have the right of first refusal to become Exclusive Distributor
for the Product by entering into an Exclusive Distributor Agreement which terms
and conditions are substantially the same with regard to material terms and
conditions as the initial considerations for the appointment.

12.2 DeRoyal shall have a right of first refusal in the event that Vendor shall
entertain offers to sell part or all of its operations. Vendor shall be
obligated to communicate any offer to purchase all or part of its operations,
including patents and other intellectual properties, and assets including its
customer listing regarding the Product to DeRoyal within thirty (30) days of
receipt of such offer, including all relevant terms and conditions of such
offers. DeRoyal shall have the right to match such offers within thirty (30)
days of the communication of such offers to DeRoyal. Should DeRoyal make an
offer which is substantially the same with regard to material terms and
conditions as the received offer, Vendor shall accept the offer of DeRoyal.
Should DeRoyal decide not to purchase such assets from Vendor within thirty (30)
days of the communication of such offers, the parties shall renegotiate this
Agreement.

12.3 The receipt and sufficiency of due consideration for these Options is
hereby acknowledged.

13. RECALL, VENDOR AUDITS, AND REGULATORY COMPLIANCE

13.1    Recall or Product Withdrawal.

        (a) DeRoyal will be the primary contact for any regulatory agencies in the
            event of recall or Product withdrawal for Product sold or distributed
            by DeRoyal. The parties will cooperate with each other in such inquiry
            and/or recall or Product withdrawal.

        (b) In the event of recall or Product withdrawal, Vendor shall provide
            immediate notification to DeRoyal's Director of Quality Assurance and
            Regulatory Affairs at 200 DeBusk Lane, Powell, Tennessee. Vendor shall
            also provide recall or Product withdrawal notification to DeRoyal's
            Director of Procurement at 200 DeBusk Lane, Powell, Tennessee. Such
            notification shall include, but is not limited to, the reason or cause
            of the recall or Product withdrawal, the part numbers, and lot
            numbers.

        (c) Vendor agrees to compensate DeRoyal for all reasonable costs, damages,
            and liabilities incurred by DeRoyal for such recall or Product
            withdrawal.


                                       10



13.2    Medical Device Reports. The parties will promptly alert each other to any
reports of facts that may be grounds for the filing of Medical Device Reports,
as defined by the FDA, with respect to the Product.

13.3    Vendor Audits. DeRoyal shall have the right at reasonable intervals to
audit Vendor's Quality System to insure its effectiveness at delivering Product
compliant with any product specifications or regulatory requirements. In the
event that DeRoyal determines, in its discretion, that a quality issue is being
experienced with Vendor's Product, DeRoyal may conduct a Vendor audit in
response to such quality issues in order to attempt to correct such quality
issues. However, in no event shall this right be considered a requirement that
DeRoyal accept non-conforming Product or be required to continue to purchase
Product from Vendor if DeRoyal has a good faith belief that Vendor's Quality
System does not provide adequate assurance in the quality of the Product
supplied by Vendor.

13.4    Compliance Requirements.

        (a) Vendor agrees to abide by GMP guidelines concerning the manufacturing
            of Product to be purchased by DeRoyal and to have in place a Quality
            System in order to insure compliance of the Product to any
            appropriated product specifications or regulatory requirements. To the
            extent that any Product supplied by Vendor is a Medical Device, as
            defined by appropriate regulatory authority, Vendor agrees to abide by
            all appropriate regulations concerning the manufacturing, sale, and
            marketing of medical devices.

        (b) Vendor agrees to provide to DeRoyal, upon request, all documentation
            regarding Vendor's Quality System, any FDA registration or device
            listing documents, and the results of any FDA or ISO audits, internal
            or external, for review by DeRoyal Quality Assurance and Regulatory
            Affairs. Such information, to the extent confidential or proprietary,
            shall be maintained in confidence by DeRoyal for the duration hereof
            and shall promptly be returned by DeRoyal upon termination of this
            Agreement.

        (c) Vendor shall provide DeRoyal a Certificate of Conformance (COC) and/or
            a Certificate of Analysis (COA) with each lot and/or shipment.

13.5    Questionnaire. DeRoyal shall provide Vendor a Proposed Vendor Questionnaire
in which Vendor shall complete within thirty (30) days after receipt of such
questionnaire. For the purposes of the Agreement, "Proposed Vendor
Questionnaire" means specific issues relevant to Vendor's materials management,
purchasing, finance, and regulatory practices and policies.

14. GOVERNING LAW

14.1 This Agreement shall be construed in accordance with the laws of Tennessee.
The parties hereby agree to submit to the jurisdiction of the courts in
Knoxville, Tennessee. Proper venue shall be in the Federal or State Courts
located in Knoxville, Tennessee.



                                       11



15. SEVERABILTY

15.1 If any time any one or more of the provisions of this Agreement (or any
paragraph, sub-paragraph or any part thereof) is held to be or becomes void or
otherwise unenforceable for any reason under any applicable law, the same will
be deemed omitted, and the validity and/or enforceability of the remaining
provisions of this Agreement will not in any way be effected or impaired
thereby.

16. HEADINGS

16.1 The headings for the provisions of this Agreement are inserted for ease of
reference and will not affect their construction.

17. NOTICES

17.1 Any notice authorized or required to be given by this Agreement will in the
case of notice to Vendor be sent to it at the address or telefax number as set
forth adjacent to its signature below or such other address as Vendor will from
time to time notify DeRoyal and will in the case of a notice to DeRoyal be sent
to DeRoyal at the address or telefax number as set forth adjacent to its
signature below or such other address as DeRoyal will from time to time notify
Vendor. Any such notice may be given by United States certified mail, postage
prepaid, return receipt requested, or facsimile transmission (if such
transmission is followed promptly by notice by first class United States mail).
Service shall be deemed to have been effected five (5) days after deposit in the
United States mail and twenty-four (24) hours after dispatch by facsimile
transmission.

18. INTEGRATION AND WAIVER

18.1 This Agreement may be executed in counterparts, each of which will be an
original and both of which will be the same instrument. This Agreement,
including the Exhibits that are attached, constitutes the entire understanding
between Vendor and DeRoyal about the transactions contemplated hereby and
supersedes all prior agreements, understandings, and negotiations between the
parties, written or oral, regarding the subject matter of this Agreement. No
waiver of any provisions of the Agreement of any right or obligations of either
party will be effective unless said waiver is in writing and signed by the
parties. This Agreement will not be modified except in writing signed by the
parties. A waiver of any of the provisions of this Agreement shall not
constitute a waiver of any other provisions nor shall it constitute a continuing
waiver, unless said waiver is in writing and signed by the party granting the
waiver.

19. ARBITRATION

19.1 Any dispute arising out of or relating to this Agreement or the breach,
termination, or validity thereof which has not been resolved by negotiation or
mediation within thirty (30) days of the notice of requesting mediation will be
finally settled by arbitration conducted expeditiously in accordance with the
Rules of the American Arbitration Association by a sole independent and
impartial arbitrator if the dispute is for less than one hundred thousand



                                       12



dollars ($100,000) or by three (3) independent and impartial arbitrators (of
whom each party will appoint one, and the two arbitrators will appoint the
third) if the dispute is for one hundred thousand dollars ($100,000) or more.
The arbitration will take place at the Atlanta office of the American
Arbitration Association and will be governed by the United States Arbitration
Act. Judgment upon the award rendered by the arbitrator(s) may be entered by any
court having jurisdiction thereof. The arbitration will be governed by the laws
of the State of Tennessee. The arbitrator(s) are not empowered to award damages
in excess of compensatory damages.

20. PENALTIES

20.1 DeRoyal shall have the right to deduct from any outstanding invoices the
following amounts for failure to follow the packaging and shipping guidelines
provided in this Agreement:

        (a) Fifty dollars ($50) per occurrence for non-conforming or no packing slip.
        (b) Fifty dollars ($50) per occurrence for no PO number on packing slip.
        (c) Sixty dollars ($60) per set for improperly packaged sets of Product.
        (d) Five hundred dollars ($500) per day for backorders exceeding thirty (30)
            days from Lead Time.

20.2 DeRoyal shall have the right to deduct from any outstanding invoices two
thousand dollars ($2,000) for changes to the Product, raw materials, Product
specifications, packaging and/or processing without notifying and receiving
prior approval from DeRoyal.

20.3 DeRoyal shall have the right to deduct from any outstanding invoices eight
thousand dollars ($8,000) for latex contents to Product, packaging, and/or
labeling, and shall be considered a material breach of this Agreement as set
forth in Section 1.7.

20.4 DeRoyal shall have the right to deduct from any outstanding invoices two
thousand dollars ($2,000) for failure to notify DeRoyal of Product recalls.

21. ASSIGNMENT

21.1 Neither party will assign its rights or delegate its obligations under this
Agreement without the prior written consent of the other party; provided,
however, that either party may assign this Agreement to any entity which
acquires all or substantially all of its stock, assets, or business, and either
party may assign this Agreement to a wholly owned subsidiary of the party. This
Agreement will be binding on all successors and assignees of the parties.

22. RELATIONSHIPS OF THE PARTIES

22.1 Both parties are independent contractors under this Agreement. Nothing
contained in this Agreement is intended nor is to be construed as to constitute
Vendor or DeRoyal as partners, agents, or joint ventures. Neither party hereto
will have any express or implied right or authority to assume or create any
obligations on behalf of or in the name of the other party or to bind the other
party to any contract, agreement or undertaking with any third party.



                                       13



        IN THE WITNESS WHEREOF, the parties have executed this Agreement on the
date and place set forth opposite the undersigned signatures.

SURGICAL SAFETY PRODUCTS, INC.                     DEROYAL INDUSTRIES, INC.


By: ______________________________ By: ________________________________


Its: ______________________________ Its: ________________________________


Date: _____________________________ Date: _______________________________




                                       14



                                    EXHIBIT A

                                     Product


Description    Case Quantity     Case Dimension     Case Weight

CP-9301        2,000 per Cs      12" x 12"          10 to 20 lbs.




                                       15






                                    EXHIBIT B

                         Product Quality Specifications



                             CONFIGURATION/MATERIALS


Product configuration must match this manufacturing specification.
SutureMate(R)will be injection molded using thermoplastic. HDPE with no colorant
(natural color). The blade is stainless steel; the foam pad is polyethylene
foam; the adhesive pad is polyethylene foam with a hot melt polyamide adhesive
and a release liner.


                                     VISUAL

REQUIREMENTS                                           ACCEPTANCE CRITERIA

Part Integrity                  Product must be fully formed with no holes, (i.e.
                                pin holes) and must be intact. Deformed product is not
                                acceptable.

Cracks                          Product must be free from cracks. Cracks in any part of
                                the product are not acceptable.

Short Shot                      Short shot in any part of the product is not
                                acceptable.

Sharp Edges                     Parts with sharp edges are not acceptable.

Grease                          All products must be free of grease.

Burn                            Burn mark bigger than 0.40 mm is not acceptable. See TAPPI
                                Chart.

Flash                           Flash greater than 0.05" is not acceptable. Flash must not
                                be sharp enough to cut a surgical glove.

Contamination                   Product must be free from contamination. A single
                                spec found on the product larger than 0.40 mm is not
                                acceptable, however specs less than 0.30 mm are acceptable
                                provided two or less are found on each part. See TAPPI
                                Chart. All parts should be free of any grease or other
                                removable contamination.

Imbedded Particulate            A maximum of 1.00 mm2 is acceptable. See
                                TAPPI chart.

Stress Mark                     A maximum of 0.180" of stress mark is acceptable.


Assembly                        Product parts should be fully assembled. Foam inserts
                                should be secure and there should be no gat between the foam
                                insert and the well in which it is placed. The blade must be
                                secure and may not be exposed in any way.



                                       16




                                    EXHIBIT C

                             Product Specifications

EX-10.72

                              EMPLOYMENT AGREEMENT


        THIS EMPLOYMENT AGREEMENT ("this Agreement") is made and entered into as of
the 1st of June 2002 by and between Surgical Safety Products, Inc., a New York
corporation (the "Company"), and Timothy S. Novak, an individual ("Novak", "he",
"his", or "him") (referred to hereinafter, each as a "Party", and collectively
as the "Parties").

        WHEREAS, the Company desires to employ Novak as the Company's Chief
Executive Officer (CEO) to perform the duties as set forth in this Agreement;
and

        WHEREAS, Novak is willing to accept such employment upon the terms and
conditions set forth in this Agreement, and further conditioned upon the
Company's continued and faithful performance of its duties and obligations under
this Agreement;

        NOW, THEREFORE, in consideration of the foregoing, the promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties, intending to be legally bound,
agree as follows:

        1. Effective Date and Term:


        1.01 Term and Effective Date: The term of Novak's employment shall commence
on the date hereof (the "Effective Date") and shall, continue until terminated
pursuant to the provisions for termination as hereinafter provided in ss.5 of
this Agreement.


        2. Novak's Duties and Authority


        2.01 Duties: Novak shall be assigned and perform those duties of the type,
nature and dignity normally assigned to the CEO of an entity similar in type and
nature to that of the Company. Novak shall devote his full time (excepting
periods of vacation, illness, disability, and Permitted Activities as
hereinafter defined), services and abilities to the Company and its accounting
and financial affairs and requirements, during the normal business hours of the
Company.

        2.02 Authority: Novak shall participate in and manage all decisions
regarding the Company's operational, administrative, business, and financial
affairs of the Company. Novak shall be responsible to, and shall report directly
to Company Board of Directors. Novak shall be kept advised and timely informed
of information, issues, or problems relevant to operational, administrative,
business, and financial affairs of the Company.



                                       1




        2.03 Support: Novak shall be afforded office space, computer support
(including legal and corporate data bases), reference materials, subscriptions,
Continuing professional education ("CPE") and other materials and support
necessary to perform his duties and responsibilities, and maintain professional
proficiency and skill. Novak shall be provided reasonable administrative and
in-house professional support, including the right to engage, at his discretion,
the services and advice of outside auditors and accountants to assist him in the
performance of his duties, including providing accounting and auditing expertise
and advice in matters and areas in which he, in his discretion, feels desirable,
and he shall have the authority and discretion to terminate the services of any
such outside support.


        3. Compensation


        3.01 Base Salary: Novak shall be paid an annual base salary ("Base Salary")
of One Hundred-Fifty Thousand ($150,000). Dollars, payable in no less frequent
installments than twice monthly. Upon the first anniversary form the Effective
Date his Base Salary shall be increased by an amount equal to not less than ten
(20%) percent and shall be paid on the same basis and frequency as provided
above; and over that paid payable for the immediately preceding term, or in such
greater amount as the Company and Novak shall agree.

        3.02 Discretionary Bonus Compensation: In the discretion of the Board of
Directors, and based upon his annual performance evaluation Novak may be awarded
cash bonuses, in addition to his Base Salary, the amount of said bonus to be
based upon the extent to which the Company's gross revenues have increased
during the period, up to a maximum of 100% of Novak's Base Salary for the period
in which the bonus is awarded ("Discretionary Bonus"). The Discretionary Bonus
shall be in addition to, not in lieu of, bonuses, awards, and benefits given or
received by Novak underss.3.03 andss.4 of this Agreement.

        3.03 Withholding of Taxes: The Company shall cause to be withheld from
Novak's taxable compensation or benefits, and remitted to the appropriate taxing
authority, all federal, state and local taxes as shall be required to be
withheld by law, regulation or ruling.

        4. Benefits and reimbursement

        4.01 Business Related Benefits, Payments and Reimbursements: Novak shall
receive the following benefits in addition to the compensation provided inss.3
of this Agreement: i) fully paid family health insurance under the company group
plan; ii) fully paid family dental insurance under company group plan; iii)
payment or reimbursement of all business related use of telephone (including
cellular), home fax, and other business related productivity devices; v) payment
or reimbursement of all business related travel expenses; and iv) fully
compensated leave and vacation at his discretion reasonably exercised in
recognition of his duties and performance requirements.


                                       2


        4.02 Fringe Benefits: Novak shall be entitled to receive all fringe
benefits afforded to, and upon the same basis as, the highest executives of the
Company, including, but not limited to: participation in the Company's 401k
Plan; life insurance (including any tax sheltered annuity plan "split dollar"
plan, and executive term life coverage available); awards under all stock
option, bonus, and incentive plans of the Company; Company paid health and
reimbursement (medical and dental) coverage for him and his spouse; short term
sick leave and long term disability benefits coverage; and accident insurance
coverage.

        4.03 Rights Regarding Stock. (a) Company stock issued or acquired by Novak,
or, if applicable, Company stock acquired through the exercise of any option to
purchase such stock shall i) be issued to Novak without restriction on his
immediate sale or disposition of such stock; ii) shall be fully registered, or
if no registration statement has yet been made effective, will have "Piggy-Back"
rights whereby Novak may elect, and the Company shall give Novak adequate notice
for him to make such election, to have such shares included on the next
registration statement filed by the Company after such payment or grant at the
Company's sole expense; iii) shall not, without Novak's written consent, be
subject to any "Lock-up", or "Stand-still" agreement ; provided however, that if
such an agreement is required by an underwriter of, and as a condition of, a
public offering of such stock, then Novak may, in his discretion, "put" such
number of shares to the Company as he shall elect, at such price per share as
may be agreed to by the Parties, and the Company shall, as a condition precedent
to Novak's consent, pay Novak in full for such shares and Novak shall thereupon
give his written consent to and shall enter into such agreement.

        (b) With reference to any options to purchase Company Stock which may be
granted to Novak, should at anytime: i) the Company elect to make a public
offering of its stock; or ii) should there occur a "change in control" of the
Company whereby (and which shall, for the purposes of this Agreement be defined
as) any "Person" (as that term is defined or used for purposes ofss.13(d) or
14(d) of the Exchange Act acquires "Beneficial Ownership"(within the meaning of
Rule 13d-3 under the Exchange Act)) voting securities of the Company ("Voting
Securities") representing 20% or more of the combined voting power of the
Company's then outstanding Voting Securities; or iii) should there occur w) an
acquisition of 30% or more of the Company's assets, x) a merger, y) a
consolidation, or z) a reorganization, involving the Company; then upon the
occurrence of any of the aforesaid any options still unvested at the time of
such occurrence shall become immediately vested and exercisable.




                                       3






        5. Termination


        5.01 Termination by the Company for Cause: (a) The Company may terminate
this Agreement for "Cause" by giving Novak thirty (30) days written notice.
"Cause shall be defined as and shall be only upon the following conditions:

        1) conviction of a criminal offense, other than a traffic related offense;
        2) gross disregard or intentional misconduct in the performance of his
           duties as set out inss.2, including engaging in activities for profit outside of
           his duties for the Company, except for Permitted Activities;
        3) any intentional act which materially damages the Company's
           reputation; and
        4) inability to substantially perform his duties and responsibilities by reason of
           physical or mental disability, which shall be determined, at the Company's
           expense, by the opinion of at least two of a panel of three licensed
           physicians, two of whom may be selected by Novak, one or more of whom must
           specialize in the area of Novak's allegedly disabling condition.

        In the event of termination of this Agreement for Cause under 1), 2), or 3)
of thisss.5.01(a), Novak shall be entitled to no further salaried compensation
or bonuses after the effective date of termination, except as provided in
ss.5.04. Such termination may be made effective immediately upon the Company's
payment in full upon such effective date of Novak's salaried compensation under
this Agreement which would become due over the thirty (30) day notice period,
together with such other sums as provided underss.5.04.

        In the event that this Agreement is terminated for Cause as specified under
4) of thisss.5.01(a), Novak shall receive Termination Payments (as defined
inss.5.02(b)) for 90 days from the effective date of termination.

        5.02 Involuntary Termination: (a) The Company shall be entitled to
terminate Novak's employment for any reason other than Cause only by giving him
ninety (90) days written notice ("Involuntary Termination"). The Company shall
have the right to make such termination effective at any time prior to the
expiration of the 90-day notice period by paying Novak immediately upon the
giving of such notice of termination all compensation and benefits due and to
become due under this Agreement for the 90-day notice period, and such portion,
if any, of the bonus compensation underss.ss.3.02 and 3.03 as shall be due but
unpaid to him as of the expiration of the 90-day period.




                                       4



        (b) If the Company terminates this Agreement for any reason other than
Cause then in addition to the payments provided in (a) of thisss.5.02, the
Company shall pay and provide to Novak, all of the compensation provided
underss.3.01 andss.3.02 of this Agreement, at the rate and level as shall then
be in effect; plus the insurance fringe benefits provided underss.4.02
(collectively, the "Termination Payments") and shall continue to pay and provide
to him following the effective date upon which such termination shall occur, for
(i) 6 months if termination occur prior to six months from the Effective Date,
or (ii) 3 months should the termination occur thereafter ("Post Termination
Period").

        Termination by Novak: (a) Novak may terminate his employment with the
Company, at any time, at his discretion ("Resign") upon the giving of written
notice to the Company. In the event that Novak Resigns for other than Good
Reason (as hereinafter defined), he shall receive no Termination Payments, or
any other or further compensation except as provided inss.5.04 of this
Agreement. Provided, however, that should Novak Resign for Good Reason (as
hereinafter defined) he shall be entitled to receive, and shall receive, as
provided inss.5.02, Termination Payments for 6 months following the effective
date upon which he Resigns. "Good Reason" shall be defined, and shall be deemed
to exist or occur for any one of the following: i) if Novak's position,
day-to-day duties, or responsibilities with the Company are diminished or
otherwise changed or modified without his consent; ii) should his working
relationship or treatment by the Company's senior management be degraded, or
should he be required or demanded to take or commit an act or omission which
Novak deems, in his reasonable discretion, to be illegal or unethical; iii)
should for any reason his then current cash or stock compensation be reduced, or
his benefits and perquisites underss.4 be materially reduced, or any of the
foregoing not be timely paid or provided; iv) if there occurs or exists a change
in the management control of the Company or in its Board of Directors; v) if
their occurs a "change in control" as defined inss.3.03(a); vi) if the Company
relocates Novak's daily work-place to a location outside of a 150-mile radius of
Sarasota, Florida, except for reasonably required and occasional travel on the
Company's business; or vii) if the Company fails or refuses to timely provide or
perform any of its duties, obligations, commitments, or undertakings under this
Agreement.

        (b) If Novak Resigns his employment for Good Reason then in addition to the
payments provided in ofss.5.02(a), the Company shall pay and provide to Novak,
and shall continue to pay and provide to him Benefits for the Post Termination
Period.

        5.04 Effect of Termination Under Certain Circumstances On Unvested Option
Grants: In the event that Novak's employment shall terminate either: i)
involuntarily for Cause underss.5.01(a), 4); or ii) involuntarily underss.5.02;
or iii) because Novak Resigns with Good Reason underss.5.03, all stock options
which are yet unvested as of the effective date of such termination shall upon
such effective date become immediately vested and exercisable.



                                       5



        5.05 Unpaid Compensation: In addition to and notwithstanding any other
payments provided under this Agreement, including thisss.5, upon his
termination, regardless of the reason or cause therefor, Novak shall be paid any
and all earned or accrued but unpaid benefits and compensation including,
without limitation, reimbursement for incurred expenses, and any bonus
compensation earned but unpaid as of the effective date of such termination.



        6. Miscellaneous Provisions


        6.01 Notices: Notices required or permitted to be given under this
Agreement shall be sufficient if in writing and delivered by hand, or sent by
certified or registered mail--return receipt requested and postage prepaid, to
the Parties at their respective addresses as follows, or to such other recipient
as the Parties, or either of them, shall designate in writing to the other:

              To the Company:            Surgical Safety Products, Inc.
                                         Attn: Board of Directors
                                         One Sarasota Tower
                                         2 North Tamiami Trail
                                         Suite 608
                                         Sarasota, FL 34236
                                         (941)953-9848

              To Mr. Novak:              Timothy S. Novak
                                         7216 River Club Blvd
                                         Bradenton, FL  34202
                                         (941) 358-5646

        6.02 Non-waiver of Breach: The waiver by a Party of a breach of any
provision(s) of this Agreement shall neither be deemed, operate, nor be
construed as a waiver by either Party of any other, or subsequent, breach.

        6.04 Amendment: This Agreement may neither be amended nor modified except
by a writing executed by both of the Parties.

        6.05 Governing Law: This Agreement shall be governed by the laws of the
Commonwealth of Virginia.

        6.06 Separability: Should any provision, condition, or term of this
Agreement, or part thereof, be deemed or determined to be illegal, prohibited,
or null and void, it shall not effect the enforceability of any other of the
remaining provisions, conditions, or terms hereof, and the remaining provisions,
conditions, and terms shall be enforced as though the provision, condition, or
term so deemed or determined had not been contained herein.



                                       6



        6.07 Arbitration: The Parties agree that disputes, controversies, or claims
arising out of or related to this Agreement, which can not be settled by
agreement of the Parties, including a claim of breach thereof, and including the
issue of arbitrability, shall be determined by a single arbitrator appointed by
agreement of the Parties, or if unable to agree, then by the American
Arbitration Association ("the AAA"). The arbitration shall be conducted in
accordance with the then current Commercial Arbitration Rules of the AAA, or
such other rules as to which the Parties may agree. The Parties shall each bear
their respective costs and expenses of the arbitration. The decision of the
arbitrator shall be final and binding upon the Parties, and a fully enforceable
judgment may be entered upon the award in any court of competent jurisdiction.

        6.08 Successors and Assigns: (a) This Agreement shall be binding upon and
shall inure to the benefit of the Company and its successors and assigns, and
the Company shall require any successor or assign to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if there had been no such succession or
assignment. The term "successors and assigns" shall mean a corporation or other
entity, or individual acquiring all or substantially all the assets and business
of the Company whether by operation of law or otherwise; and the term "the
Company", as used herein, shall be deemed to include such successors and
assigns.

        (b) Neither this Agreement nor any right or interest hereunder shall be
assignable or transferable by Novak, his beneficiaries or legal representatives,
except by will or the applicable laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by Novak's personal
representative.


        6.09 Indemnification: The Company shall indemnify Novak and hold him
harmless from any and all suits, claims, demands, and liability of any and every
kind and nature ("Proceeding"), against all Expenses (as hereinafter defined)
incurred or suffered by him in connection therewith, including those to which he
is threatened to be made a party, arising out of or related, in whole or in
part, to acts or omissions in connection with, or within the scope of, his
employment or activities with the Company, provided that such act or omission
was taken or performed, or omitted to be taken or performed, in good faith by
Novak, and in a manner which he reasonably believed to be not opposed to the
Company's best interest. As used in this Agreement, the term "Expenses" shall
include, without limitation, damages, losses, judgments, liabilities, fines,
penalties, excise taxes, settlements, and costs, attorneys' fees, accountants'
fees, investigations, and any expenses of establishing a right to
indemnification under this Agreement. Expenses incurred by Novak in connection
with any Proceeding shall be paid by the Company in advance upon request of
Novak that the Company pay such Expenses. Such indemnification obligation shall
continue as to Novak even if he has ceased to be an officer, director, or agent,
or is no longer employed by the Company and shall inure to the benefit of his
heirs, executors and administrators. The company shall not, without Novak's
prior written consent, settle any action or claim in any manner that would not
include a full and unconditional release of Novak. Neither the Company nor Novak
will unreasonably withhold or delay their consent to any proposed settlement.
The Company shall provide Novak coverage equal to that afforded the highest



                                       7



executive of the Company under the directors' and officers' liability policy
currently and from time to time in force, or, if none, a policy commercially
acceptable to Novak; but in no event shall Novak be obligated or required to
satisfy or contribute to any self-insured retention, deductible or similar
provision under such policies, as those terms are used in their commercial
meaning within the insurance industry.

        6.10 Entire Understanding: This Agreement represents the full, complete and
entire understanding of the Parties with respect to the matters contained in
this Agreement, and there are no other contracts, representations,
understandings, agreements, undertakings, conditions precedent or subsequent, or
other obligations of any kind or nature, expressed or implied, written or oral,
which are not set forth in, or have been or shall be made or entered into
pursuant to, this Agreement.



        IN WITNESS WHEREOF, the Parties have executed this Agreement, the Company
acting by and through its duly authorized officer, as of the date first above
written.


                                           Surgical Safety Products, Inc.
                                           ("the Company")



                                           By:/s/ R. Paul Gray
                                              Name: R. Paul Gray
                                              Title:  CFO & Executive Vice-President
                                              Representing the Board of Directors




                                           By:/s/ Timothy Novak
                                              Name: Timothy S. Novak
                                              Title:  Chairman and Chief Executive Officer

EX-10.73

                              EMPLOYMENT AGREEMENT


        THIS EMPLOYMENT AGREEMENT ("this Agreement") is made and entered into as of
the 1st day of June. 2002, by and between Surgical Safety Products, Inc, a New
York corporation (the "Company"), and R. Paul Gray, an individual ("Gray", "he",
"his", or "him") (referred to hereinafter, each as a "Party", and collectively
as the "Parties").

        WHEREAS, the Company desires to employ Gray as the Company's Executive
Vice-President & Chief Financial Officer (CFO) to perform the duties as set
forth in this Agreement; and

        WHEREAS, Gray is willing to accept such employment upon the terms and
conditions set forth in this Agreement, and further conditioned upon the
Company's continued and faithful performance of its duties and obligations under
this Agreement;

        NOW, THEREFORE, in consideration of the foregoing, the promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties, intending to be legally bound,
agree as follows:

        1. Effective Date and Term:


        1.01 Term and Effective Date: The term of Gray's employment shall commence
on the date hereof (the "Effective Date") and shall, continue until terminated
pursuant to the provisions for termination as hereinafter provided in ss.5 of
this Agreement.


        2. Gray's Duties and Authority


        2.01 Duties: Gray shall be assigned and perform those duties of the type,
nature and dignity normally assigned to the Executive Vice President & Chief
Financial Officer of an entity similar in type and nature to that of the
Company. Gray shall devote 100% of his work time (excepting periods of vacation,
illness, disability, and Permitted Activities as hereinafter defined), services
and abilities to the Company and its accounting and financial affairs and
requirements, during the normal business hours of the Company.

        2.02 Authority: Gray shall participate in and manage all decisions
regarding the Company's operational, administrative, business, and financial
affairs of the Company. Gray shall be responsible to, and shall report directly
to Company CEO. Gray shall be kept advised and timely informed of information,
issues, or problems relevant to operational, administrative, business, and
financial affairs of the Company.



                                       1


        2.03 Support: Gray shall be afforded office space, computer support
(including legal and corporate data bases), reference materials, subscriptions,
Continuing professional education ("CPE") and other materials and support
necessary to perform his duties and responsibilities, and maintain professional
proficiency and skill. Gray shall be provided reasonable administrative and
in-house professional support, including the right to engage, at his discretion,
the services and advice of outside auditors and accountants to assist him in the
performance of his duties, including providing accounting and auditing expertise
and advice in matters and areas in which he, in his discretion, feels desirable,
and he shall have the authority and discretion to terminate the services of any
such outside support.


        3. Compensation


        3.01 Base Salary: Gray shall be paid an annual base salary ("Base Salary")
of One Hundred Fifty Thousand ($150,000.) Dollars, payable in no less frequent
installments than twice monthly. Upon the first anniversary form the Effective
Date his Base Salary shall be increased by an amount equal to not less than ten
(20%) percent and shall be paid on the same basis and frequency as provided
above; and over that paid payable for the immediately preceding term, or in such
greater amount as the Company and Gray shall agree.

        3.02 Discretionary Bonus Compensation: In the discretion of the Company's
President & CEO, and based upon his annual performance evaluation Gray may be
awarded cash bonuses, in addition to his Base Salary, the amount of said bonus
to be based upon the extent to which the Company's gross revenues have increased
during the period, up to a maximum of 100% of Gray's Base Salary for the period
in which the bonus is awarded ("Discretionary Bonus"). The Discretionary Bonus
shall be in addition to, not in lieu of, bonuses, awards, and benefits given or
received by Gray underss.3.03 andss.4 of this Agreement.

        3.03 Withholding of Taxes: The Company shall cause to be withheld from
Gray's taxable compensation or benefits, and remitted to the appropriate taxing
authority, all federal, state and local taxes as shall be required to be
withheld by law, regulation or ruling.




                                       2




        4. Benefits and reimbursement

        4.01 Business Related Benefits, Payments and Reimbursements: Gray shall
receive the following benefits in addition to the compensation provided inss.3
of this Agreement: i) fully paid family health insurance under the company group
plan; ii) fully paid family dental insurance under company group plan; iii)
payment or reimbursement of all business related use of telephone (including
cellular), home fax, and other business related productivity devices; v) payment
or reimbursement of all business related travel expenses; and iv) fully
compensated leave and vacation at his discretion reasonably exercised in
recognition of his duties and performance requirements.


        4.02 Fringe Benefits: Gray shall be entitled to receive all fringe benefits
afforded to, and upon the same basis as, the highest executives of the Company,
including, but not limited to: participation in the Company's 401k Plan; life
insurance (including any tax sheltered annuity plan "split dollar" plan, and
executive term life coverage available); awards under all stock option, bonus,
and incentive plans of the Company; Company paid health and reimbursement
(medical and dental) coverage for him and his spouse; short term sick leave and
long term disability benefits coverage; and accident insurance coverage.

        4.03 Rights Regarding Stock. (a) Company stock issued or acquired by Gray,
or, if applicable, Company stock acquired through the exercise of any option to
purchase such stock shall i) be issued to Gray without restriction on his
immediate sale or disposition of such stock; ii) shall be fully registered, or
if no registration statement has yet been made effective, will have "Piggy-Back"
rights whereby Gray may elect, and the Company shall give Gray adequate notice
for him to make such election, to have such shares included on the next
registration statement filed by the Company after such payment or grant at the
Company's sole expense; iii) shall not, without Gray's written consent, be
subject to any "Lock-up", or "Stand-still" agreement ; provided however, that if
such an agreement is required by an underwriter of, and as a condition of, a
public offering of such stock, then Gray may, in his discretion, "put" such
number of shares to the Company as he shall elect, at such price per share as
may be agreed to by the Parties, and the Company shall, as a condition precedent
to Gray's consent, pay Gray in full for such shares and Gray shall thereupon
give his written consent to and shall enter into such agreement.

        (b) With reference to any options to purchase Company Stock which may be
granted to Gray, should at anytime: i) the Company elect to make a public
offering of its stock; or ii) should there occur a "change in control" of the
Company whereby (and which shall, for the purposes of this Agreement be defined
as) any "Person" (as that term is defined or used for purposes ofss.13(d) or
14(d) of the Exchange Act acquires "Beneficial Ownership"(within the meaning of
Rule 13d-3 under the Exchange Act)) voting securities of the Company ("Voting
Securities") representing 20% or more of the combined voting power of the
Company's then outstanding Voting Securities; or iii) should there occur w) an
acquisition of 30% or more of the Company's assets, x) a merger, y) a
consolidation, or z) a reorganization, involving the Company; then upon the
occurrence of any of the aforesaid any options still unvested at the time of
such occurrence shall become immediately vested and exercisable.



                                       3



        5. Termination


        5.01 Termination by the Company for Cause: (a) The Company may terminate
this Agreement for "Cause" by giving Gray thirty (30) days written notice.
"Cause shall be defined as and shall be only upon the following conditions:

        1) conviction of a criminal offense, other than a traffic related offense;
        2) gross disregard or intentional misconduct in the performance of his
           duties as set out inss.2, including engaging in activities for profit outside
           of his duties for the Company, except for Permitted Activities;
        3) any intentional act which materially damages the Company's
           reputation; and
        4) inability to substantially perform his duties and responsibilities by reason
           of physical or mental disability, which shall be determined, at the Company's
           expense, by the opinion of at least two of a panel of three licensed
           physicians, two of whom may be selected by Gray, one or more of whom must
           specialize in the area of Gray's allegedly disabling condition.

        In the event of termination of this Agreement for Cause under 1), 2), or 3)
of thisss.5.01(a), Gray shall be entitled to no further salaried compensation or
bonuses after the effective date of termination, except as provided in ss.5.04.
Such termination may be made effective immediately upon the Company's payment in
full upon such effective date of Gray's salaried compensation under this
Agreement which would become due over the thirty (30) day notice period,
together with such other sums as provided underss.5.04.

        In the event that this Agreement is terminated for Cause as specified under
4) of thisss.5.01(a), Gray shall receive Termination Payments (as defined
inss.5.02(b)) for 90 days from the effective date of termination.

        5.02 Involuntary Termination: (a) The Company shall be entitled to
terminate Gray's employment for any reason other than Cause only by giving him
ninety (90) days written notice ("Involuntary Termination"). The Company shall
have the right to make such termination effective at any time prior to the
expiration of the 90-day notice period by paying Gray immediately upon the
giving of such notice of termination all compensation and benefits due and to
become due under this Agreement for the 90-day notice period, and such portion,
if any, of the bonus compensation underss.ss.3.02 and 3.03 as shall be due but
unpaid to him as of the expiration of the 90-day period.



                                       4




        (b) If the Company terminates this Agreement for any reason other than
Cause then in addition to the payments provided in (a) of thisss.5.02, the
Company shall pay and provide to Gray, all of the compensation provided
underss.3.01 andss.3.02 of this Agreement, at the rate and level as shall then
be in effect; plus the insurance fringe benefits provided underss.4.02
(collectively, the "Termination Payments") and shall continue to pay and provide
to him following the effective date upon which such termination shall occur, for
(i) 6 months if termination occur prior to six months from the Effective Date,
or (ii) 3 months should the termination occur thereafter ("Post Termination
Period").

        Termination by Gray: (a) Gray may terminate his employment with the
Company, at any time, at his discretion ("Resign") upon the giving of written
notice to the Company. In the event that Gray Resigns for other than Good Reason
(as hereinafter defined), he shall receive no Termination Payments, or any other
or further compensation except as provided inss.5.04 of this Agreement.
Provided, however, that should Gray Resign for Good Reason (as hereinafter
defined) he shall be entitled to receive, and shall receive, as provided
inss.5.02, Termination Payments for 6 months following the effective date upon
which he Resigns. "Good Reason" shall be defined, and shall be deemed to exist
or occur for any one of the following: i) if Gray's position, day-to-day duties,
or responsibilities with the Company are diminished or otherwise changed or
modified without his consent; ii) should his working relationship or treatment
by the Company's senior management be degraded, or should he be required or
demanded to take or commit an act or omission which Gray deems, in his
reasonable discretion, to be illegal or unethical; iii) should for any reason
his then current cash or stock compensation be reduced, or his benefits and
perquisites underss.4 be materially reduced, or any of the foregoing not be
timely paid or provided; iv) if there occurs or exists a change in the
management control of the Company or in its Board of Directors; v) if their
occurs a "change in control" as defined inss.3.03(a); vi) if the Company
relocates Gray's daily work-place to a location outside of a 150-mile radius of
Sarasota, Florida, except for reasonably required and occasional travel on the
Company's business; or vii) if the Company fails or refuses to timely provide or
perform any of its duties, obligations, commitments, or undertakings under this
Agreement.

        (b) If Gray Resigns his employment for Good Reason then in addition to the
payments provided in ofss.5.02(a), the Company shall pay and provide to Gray,
and shall continue to pay and provide to him Benefits for the Post Termination
Period.

        5.04 Effect of Termination Under Certain Circumstances On Unvested Option
Grants: In the event that Gray's employment shall terminate either: i)
involuntarily for Cause underss.5.01(a), 4); or ii) involuntarily underss.5.02;
or iii) because Gray Resigns with Good Reason underss.5.03, all stock options
which are yet unvested as of the effective date of such termination shall upon
such effective date become immediately vested and exercisable.



                                       5



        5.05 Unpaid Compensation: In addition to and notwithstanding any other
payments provided under this Agreement, including thisss.5, upon his
termination, regardless of the reason or cause therefor, Gray shall be paid any
and all earned or accrued but unpaid benefits and compensation including,
without limitation, reimbursement for incurred expenses, and any bonus
compensation earned but unpaid as of the effective date of such termination.



        6. Miscellaneous Provisions


        6.01 Notices: Notices required or permitted to be given under this
Agreement shall be sufficient if in writing and delivered by hand, or sent by
certified or registered mail--return receipt requested and postage prepaid, to
the Parties at their respective addresses as follows, or to such other recipient
as the Parties, or either of them, shall designate in writing to the other:

                To the Company:            Surgical Safety Products, Inc.
                                           Attn: The Board of Directors
                                           One Sarasota Tower
                                           2 North Tamiami Trail
                                           Suite 608
                                           Sarasota, FL 34236
                                           (941) 953-9848
                                           (941) 953-6776 FAX


                To Gray:                   R. Paul Gray
                                           43389 Deep Spring CT
                                           Ashburn, VA  20147
                                           (703) 858-1729
                                           (703) 723-4372 FAX

        6.02 Non-waiver of Breach: The waiver by a Party of a breach of any
provision(s) of this Agreement shall neither be deemed, operate, nor be
construed as a waiver by either Party of any other, or subsequent, breach.

        6.04 Amendment: This Agreement may neither be amended nor modified except
by a writing executed by both of the Parties.

        6.05 Governing Law: This Agreement shall be governed by the laws of the
Commonwealth of Virginia.

        6.06 Separability: Should any provision, condition, or term of this
Agreement, or part thereof, be deemed or determined to be illegal, prohibited,



                                       6


or null and void, it shall not effect the enforceability of any other of the
remaining provisions, conditions, or terms hereof, and the remaining provisions,
conditions, and terms shall be enforced as though the provision, condition, or
term so deemed or determined had not been contained herein.




        6.07 Arbitration: The Parties agree that disputes, controversies, or claims
arising out of or related to this Agreement, which can not be settled by
agreement of the Parties, including a claim of breach thereof, and including the
issue of arbitrability, shall be determined by a single arbitrator appointed by
agreement of the Parties, or if unable to agree, then by the American
Arbitration Association ("the AAA"). The arbitration shall be conducted in
accordance with the then current Commercial Arbitration Rules of the AAA, or
such other rules as to which the Parties may agree. The Parties shall each bear
their respective costs and expenses of the arbitration. The decision of the
arbitrator shall be final and binding upon the Parties, and a fully enforceable
judgment may be entered upon the award in any court of competent jurisdiction.

        6.08 Successors and Assigns: (a) This Agreement shall be binding upon and
shall inure to the benefit of the Company and its successors and assigns, and
the Company shall require any successor or assign to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if there had been no such succession or
assignment. The term "successors and assigns" shall mean a corporation or other
entity, or individual acquiring all or substantially all the assets and business
of the Company whether by operation of law or otherwise; and the term "the
Company", as used herein, shall be deemed to include such successors and
assigns.

        (b) Neither this Agreement nor any right or interest hereunder shall be
assignable or transferable by Gray, his beneficiaries or legal representatives,
except by will or the applicable laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by Gray's personal
representative.



        6.09 Indemnification: The Company shall indemnify Gray and hold him
harmless from any and all suits, claims, demands, and liability of any and every
kind and nature ("Proceeding"), against all Expenses (as hereinafter defined)
incurred or suffered by him in connection therewith, including those to which he
is threatened to be made a party, arising out of or related, in whole or in
part, to acts or omissions in connection with, or within the scope of, his
employment or activities with the Company, provided that such act or omission
was taken or performed, or omitted to be taken or performed, in good faith by
Gray, and in a manner which he reasonably believed to be not opposed to the
Company's best interest. As used in this Agreement, the term "Expenses" shall
include, without limitation, damages, losses, judgments, liabilities, fines,
penalties, excise taxes, settlements, and costs, attorneys' fees, accountants'
fees, investigations, and any expenses of establishing a right to
indemnification under this Agreement. Expenses incurred by Gray in connection
with any Proceeding shall be paid by the Company in advance upon request of Gray
that the Company pay such Expenses. Such indemnification obligation shall
continue as to Gray even if he has ceased to be an officer, director, or agent,
or is no longer employed by the Company and shall inure to the benefit of his
heirs, executors and administrators. The company shall not, without Gray's prior
written consent, settle any action or claim in any manner that would not include
a full and unconditional release of Gray. Neither the Company nor Gray will
unreasonably withhold or delay their consent to any proposed settlement. The



                                       7




Company shall provide Gray coverage equal to that afforded the highest executive
of the Company under the directors' and officers' liability policy currently and
from time to time in force, or, if none, a policy commercially acceptable to
Gray; but in no event shall Gray be obligated or required to satisfy or
contribute to any self-insured retention, deductible or similar provision under
such policies, as those terms are used in their commercial meaning within the
insurance industry.

        6.10 Entire Understanding: This Agreement represents the full, complete and
entire understanding of the Parties with respect to the matters contained in
this Agreement, and there are no other contracts, representations,
understandings, agreements, undertakings, conditions precedent or subsequent, or
other obligations of any kind or nature, expressed or implied, written or oral,
which are not set forth in, or have been or shall be made or entered into
pursuant to, this Agreement.



        IN WITNESS WHEREOF, the Parties have executed this Agreement, the Company
acting by and through its duly authorized officer, as of the date first above
written.


                                          Surgical Safety Products, Inc.
                                          ("the Company"):



                                          By:/s/ Timothy Novak
                                             Name: Timothy S. Novak
                                             Title: CEO & Chairman of the Board


                                          Employee:


                                          By:/s/ R. Paul Gray
                                             Name:   R. Paul Gray
                                             Title:  Executive Vice President & CFO