SCHEDULE 14C
                                 (Rule 14c-101)

                  INFORMATION REQUIRED IN INFORMATION STATEMENT
                            SCHEDULE 14C INFORMATION

        Information Statement Pursuant to Section 14(c) of the Securities
                              Exchange Act of 1934

Check the appropriate box:

   [X] Preliminary Information Statement
   [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
   [ ] Definitive Information Statement


                         SURGICAL SAFETY PRODUCTS, INC.
                (Name of Registrant as Specified in its Charter)


Payment of Filing Fee (check the appropriate box):

   [X] No Fee Required.

   [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
           1)  Title of each class of securities to which transaction applies:
           2)  Aggregate number of securities to which transaction applies:
           3)  Per unit price or other underlying value of transaction computed
               pursuant to Exchange Act Rule 0-11 (Set forth amount on which
               filing fee is calculated and state how it was determined):
           4)  Proposed maximum aggregate value of transaction:
           5)  Total fee paid:

   [ ] Fee paid previously with preliminary materials.

   [ ] Check box if any part of the fee is offset as provided by Exchange Act
       Rule 0-11(a)(2) and identify the filing for which the offering fee was
       paid previously.  Identify the previous filing by registration statement
       number, or the Form or Schedule and the date of the filing.
           1)  Amount previously paid:
           2)  Form, Schedule or Registration Statement No.:
           3)  Filing Party:
           4)  Date Filed:



                                       1



                         SURGICAL SAFETY PRODUCTS, INC.
                         8374 Market Street, Number 439
                               Bradenton, FL 34202

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON JUNE 20, 2003

To Our Stockholders:

        You are invited to attend our annual meeting (the "Meeting") of
stockholders to be held at the Offices of Franklin, Cardwell & Jones, 1001
McKinney, 18th Floor, Houston, Texas 77002, at 10:00 am Central Daylight Time on
June 20, 2003 for the following purposes.

        To approve the reincorporation of Surgical Safety Products, Inc. in
        Nevada by merger with and into our wholly owned subsidiary, Power3
        Medical, Inc.

     Our  board of  directors  approved  and  adopted  a  restructure  plan (the
"Restructure  Plan") on March 31, 2003. Under the Restructure  Plan, the Company
created the 2003 Stock Compensation Plan providing for compensation of employees
and consultants with securities of the Company, the Series A Preferred Stock was
created and shares issued to Mr. Jerry Leonard for cash and to Messrs. Tim Novak
and R. Paul Gray for the  forgiveness  of  indebtedness  relating to accrued and
unpaid salaries,  and the reincorporation of the Company in Nevada pursuant to a
merger with its wholly owned subsidiary, Power3 Medical, Inc. was approved. As a
result of the Restructure Plan, Messrs. Novak, Gray and Leonard acquired control
of the Company and the ownership  interest of the existing  stockholders  of the
Company will be reduced to approximately 1% of the issued and outstanding shares
of Power3 Medical, Inc.

     As of the close of  business  on May 9, 2003,  the  record  date for shares
entitled to notice of and to vote at the Meeting,  there were 50,641,501  shares
of our  common  stock and  3,990,000  shares  of our  Series A  Preferred  Stock
outstanding.  Each  share  of our  common  stock  is  entitled  to one  vote  in
connection  with each matter to be considered at the meeting.  Each share of our
Series A Preferred  Stock is entitled to 10 votes in connection with each matter
to be considered at the meeting.
                        ________________________________

We are not asking you for a Proxy and you are requested not to send us a Proxy.
                        ________________________________

     Any person that owns shares of our common stock or Series A Preferred Stock
on May 9, 2003,  are  entitled to notice of and to vote at the  Meeting.  Please
carefully read the enclosed  information relating to the Meeting and your rights
as a stockholder of the Company.  This Information Statement was first mailed or
provided to the stockholders of the Company on May 30, 2003.

                                          BY ORDER OF THE BOARD OF DIRECTORS
                                          R. Paul Gray
                                          Secretary



                                       2




                                     SUMMARY




    Transaction:                   Reincorporation in Nevada by merger with and
                                   into our wholly owned subsidiary Power3
                                   Medical, Inc.

    Purpose:                       To provide  greater  flexibility  and  simplicity
                                   in corporate  transactions,  reduce taxes and
                                   other costs of doing business,  and reduce the
                                   amount of short sales of our common stock. See
                                   "Reincorporation in Nevada - Principal Reasons
                                   for Reincorporation"

    Record Date:                   May 9, 2003

    Method:                        Merger of Surgical  Safety  Products,  Inc.
                                   ("SSPD")  with and into our wholly owned Nevada
                                   subsidiary,  Power3 Medical,  Inc. ("P3M").
                                   See "Reincorporation in Nevada - Principal
                                   Features of the Reincorporation"

    Exchange Ratios:               One share of P3M common  stock will be issued
                                   for each 50 shares of SSPD common stock as of
                                   Effective  Date. One share of P3M common stock
                                   will be issued for any fractional share of P3M
                                   that would otherwise be issued. See "Reincorporation
                                   in Nevada - Principal Features of the Reincorporation"

                                   Ten (10) shares of P3M common stock will be issued
                                   for each share of SSPD Series A Preferred Stock
                                   outstanding as of the Effective Date. See
                                   "Reincorporation in Nevada - Principal Features
                                   of the Reincorporation"

    Effective Date:                June 30, 2003

    Additional                     Mandatory exchange of outstanding certificates
    Provisions:                    representing  shares of P3M common stock for
                                   certificates representing shares of SSPD common
                                   stock. See "Reincorporation in Nevada - How to
                                   Exchange SSPD Certificates for P3M Certificates"




                                       3



                           Frequently Asked Questions
                                    Regarding
                     Reincorporation in the State of Nevada

        The following questions and answers are intended to respond to frequently
asked questions concerning the reincorporation of Surgical Safety Products, Inc.
("SSPD") in Nevada. These questions do not, and are not intended to, address all
the questions that may be important to you. You should carefully read the entire
Information Statement, as well as its appendices and the documents incorporated
by reference in this Information Statement.

Q: Why is SSPD reincorporating in Nevada?

A: We believe that the reincorporation in Nevada will give us more flexibility
and simplicity in various corporate transactions by reducing the number of
transactions that must be submitted to a vote of the stockholders and by
reducing the number of stockholders required to approve mergers, combinations,
and other strategic transactions by written consent. Nevada has adopted a
General Corporation Law that includes by statute many concepts created by
judicial rulings in other jurisdictions and provides additional rights in
connection with the issuance and redemption of stock. In addition, we believe
that there are a substantial number of our shares that have been sold "short"
without the delivery of certificates representing the shares sold. This is known
as a "naked short" and, we believe, has resulted in significant downward
pressure on the value of our common stock. Nevada law permits us to require the
delivery of certificates representing our shares when there is a change in our
capital structure and, thereby, reduce the number of "naked short" positions
affecting the price of our common stock. Finally, unlike the State of New York,
Nevada does not impose a state income or franchise tax and the re-incorporation
will result in a savings of these taxes. See "Reincorporation in Nevada -
Principal Reasons for Reincorporation"

Q: Why isn't SSPD soliciting proxies relating to the Special Meeting?

A: The board of directors, consisting of Messrs. Tim Novak and R. Paul Gray, and
Mr. Jerry Leonard, a 5% stockholder of the Company, can vote directly more than
a majority of all voting interests entitled to vote on the reincorporation and
have committed verbally to vote for the reincorporation. Under New York General
Corporation Law and our Articles of Incorporation this transaction may be
approved with a majority of the shares entitled to vote on it at a meeting
called for that purpose. Since we believe the board of directors and Mr. Leonard
already represent sufficient votes to approve the reincorporation, soliciting
proxies is not necessary and represents a substantial and avoidable expense. We
are, however, holding a meeting of the stockholders at which a vote will be
taken because the New York General Corporation Law and our Articles of
Incorporation do not permit this action to be taken by written consent unless
all stockholders entitled to vote agree.

Q: What are the principal features of the reincorporation?

A: The reincorporation will be accomplished by a merger of SSPD with and into
our wholly owned subsidiary, Power3 Medical, Inc. ("P3M"), a Nevada corporation
created specifically for the reincorporation. One new share of P3M common stock
will be issued for each 50 shares of our common stock outstanding as of June 30,
2003, the Effective Date of the reincorporation. In addition, one new shares of
P3M common stock will be issued for any fractional share that would be issuable
as a result of the reincorporation and ten (10) new shares of P3M will be issued




                                       4



for each outstanding share of the SSPD Series A Preferred Stock. The shares of
SSPD will cease to trade on the over-the-counter bulletin board market and the
shares of P3M common stock will begin trading in their place beginning on June
16, 2003, under a CUSIP number and new trading symbol that have not yet been
assigned. Other securities of SSPD, such as options, warrants, other rights to
purchase common stock, and securities exchangeable for or convertible into our
common stock will exercisable or exchangeable for securities issued by P3M. See
"Reincorporation in Nevada - Principal Features of the Reincorporation"

Q: How will the reincorporation affect the owners of SSPD?

A: After the reincorporation, the rights of the stockholders of P3M will be
determined by Nevada law instead of New York law. Immediately prior to the
reincorporation, there were outstanding 50,641,501 shares of common stock,
3,990,000 shares of Series A Preferred Stock which was convertible into
39,900,000 shares of common stock, and 8,000,000 warrants to purchase shares of
common stock at various prices. After the Effective Date and the exchange of
your stock certificates, the ownership interest of the common stock will be
diluted from approximately 50% of the total ownership interests in SSPD to
approximately 1% of the total ownership interests in P3M. The holders of the
Series A Preferred Stock and warrants of SSPD will receive approximately 99% of
the ownership interests in P3M. See "Reincorporation in Nevada - Significant
Differences Between SSPD and P3M" and "Interests of Management, Certain 5%
Stockholders and Holders of Series A Preferred Stock in the Reincorporation"

Q: What steps have been taken by the Board of Directors to insure that the
reincorporation is fair to the current holders of common stock?

A: The board of directors considered various transactions to generate
stockholder value, including sale of substantially all of the Company's assets
and distribution of the proceeds to the stockholders, merger of the Company with
other corporations, and restructuring the Company to permit continued operation
and growth. The Company is presently unable to raise capital to undertake
operations and does not have adequate assets to completely discharge its
creditors. As a result, there is little likelihood that the current stockholders
would receive any amount if the Company ceased to do business and liquidated its
assets. Despite its best efforts, the board of directors was not able to locate
a suitable merger partner that would provide the current stockholders with a
significant interest in a proven business model. The board of directors
determined that the best opportunity to generate value for the stockholders over
the long term was the adoption of a plan (the "Restructure Plan") that includes
the creation of a stock compensation plan for employees and consultants that
provide services to the company, issuance of a series of preferred stock with
supervoting and superconversion rights in exchange for new capital or
forgiveness of existing liabilities, a significant reduction in the ownership
interests of the existing stockholders, and the reincorporation of the Company
in a jurisdiction that provides greater operational flexibility for the Company.
The Restructure Plan was adopted by the board of directors on March 31, 2003.
See "Reincorporation in Nevada - Exchange Ration of SSPD Common Stock and Series
A Preferred Stock for P3M Common Stock"

Q: How will the reincorporation affect the officers, Directors and employees of
SSPD?

A: Our officers and directors hold the same positions with P3M. After the
reincorporation all our employees will become employees of P3M. P3M will
continue our business at the same locations and with the same assets. SSPD will
cease to exist and P3M will undertake all of the operations, assets and
liabilities as of the Effective Date.



                                       5


Q: How do I exchange certificates of SSPD for certificates of P3M?

A: Enclosed with this Information Statement is a letter of transmittal and
instructions for surrendering certificates representing shares of SSPD. If you
are a record stockholder, you should complete the letter of transmittal and send
it with certificates representing your shares of SSPD to the address set forth
in the letter. Upon surrender of a certificate for cancellation with a duly
executed letter of transmittal, P3M will issue new certificates representing the
number of whole shares of P3M common stock as soon as practical after the
Effective Date. IF YOU ARE NOT THE RECORD OWNER OF YOUR SSPD SHARES BECAUSE THEY
ARE HELD BY A BROKERAGE OR INVESTMENT BANKER, WE RECOMMEND THAT YOU IMMEDIATELY
REQUEST THE ISSUANCE TO YOU IN YOUR NAME OF A CERTIFICATE REPRESENTING YOUR SHARES
OF P3M TO MAKE SURE THAT THE CERTIFICATES OF SSPD HAVE BEEN EXCHANGED BY
YOUR BROKER. See "Reincorporation in Nevada - How to Exchange SSPD Certificates
for P3M Certificates"

Q: What happens if I do not surrender my certificates of SSPD?

A: YOU ARE REQUIRED TO SURRENDER CERTIFICATES REPRESENTING SHARES OF SSPD TO
RECEIVE SHARES OF P3M. The board of directors has determined that 60 days from
the Effective Date is a reasonable time for the exchange of certificates. Until
you receive shares of P3M common stock you are not entitled to receive notice of
or vote at stockholder meetings or receive dividends or other distributions on
the shares of P3M common stock. P3M may seek to enforce the mandatory exchange
by litigation in the State of Nevada if certificates are not tendered for
exchange.

Q: What if I lost my SSPD certificates?

A: If you lost your SSPD certificates, you should contact our transfer agent as
soon as possible to have a new certificate issued. You may be required to post a
bond or other security to reimburse us for any damages or costs if the
certificate is later delivered for conversion. Our transfer agent may be reached
at:

        Signature Stock Transfer, Inc.
        Attn: Jason Bogutski
        2301 Ohio Drive
        Suite 100
        Plano, TX 75093

Q: Can I require SSPD to purchase my stock?

A: Yes. Under the Plan and Agreement of Merger, P3M has agreed to purchase all
but not less than all of the outstanding shares of SSPD from any stockholder
that notifies SSPD prior to the Special Meeting that he or she dissents and
tenders certificates representing shares of SSPD to P3M. The purchase price will
be determined by the board of directors based on the fair market value of the
shares immediately prior to the Effective Date. See "Appraisal Rights" and the
provisions of New York law contained in Exhibit B attached to the Information
Statement.




                                       6



Q: Who will pay the costs of reincorporation?

A: SSPD will pay all of the costs of reincorporation in Nevada, including
distributing this Information Statement. We may also pay brokerage firms and
other custodians for their reasonable expenses for forwarding information
materials to the beneficial owners of our common stock. We do not anticipate
contracting for other services in connection with the reincorporation.

Q: Will I have to pay taxes on the new certificates?

A: We believe that the reincorporation is not a taxable event and that you will
be entitled to the same aggregate basis in the shares of P3M that you had in our
common stock. EVERYONE'S TAX SITUATION IS DIFFERENT AND YOU SHOULD CONSULT WITH
YOUR PERSONAL TAX ADVISOR REGARDING THE TAX EFFECT OF THE REINCORPORATION. See
"Tax Matters"



                                       7





                         SURGICAL SAFETY PRODUCTS, INC.
                         8374 Market Street, Number 439
                               Bradenton, FL 34202
                             _____________________

            INFORMATION STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
                         June 20, 2003, and Adjournments
                             _____________________

       Approximate Date Information Statement First Sent to Stockholders:
                                  May 30, 2003

        This Information Statement relates to the Special Meeting of Stockholders
(the "Special Meeting") to be held at 10:00 am Central Daylight Time at the
offices of Franklin, Cardwell & Jones, 1001 McKinney, 18th Floor, Houston, Texas
on June 20, 2003, and any and all adjournments thereof. The board of directors
has prepared and distributed this Information Statement. We are not soliciting
proxies and request that you not send proxies to us for use in connection with
the Special Meeting. All expenses incurred in this Information Statement will be
paid by the Company.

        The Special Meeting has been called by the board of directors of the
Company to consider the approval of the reincorporation of the Company in the
State of Nevada by merger with and into our wholly owned Nevada subsidiary,
Power3 Medical, Inc. ("P3M"), which was created solely for the purpose of the
reincorporation. As a result of the reincorporation each share of our common
stock will be exchanged for one-fiftieth (.02) share of P3M, our existing
officers and directors will continue as the officers and directors of P3M and
our name will change to Power3 Medical, Inc. Also as a result of the
reincorporation, the ownership interest of our existing stockholders will be
diluted from approximately 50% to approximately 1% of the outstanding shares.

        Any person that owns shares of our Common Stock or Series A Preferred Stock
on May 9, 2003, are entitled to notice of and to vote at the Meeting.

                                QUORUM REQUIRED

        The presence of the holders of a majority of the issued and outstanding
stock entitled to vote, either in person or represented by proxy, is necessary
to constitute a quorum for the transaction of business at the Special Meeting.
Stockholders that are present but abstain from voting on any matter are counted
for the purpose of determining whether a quorum is present. If there are not
sufficient voting interests represented at the meeting to constitute a quorum,
the meeting may be adjourned until a specified future date to allow the
solicitation of proxies or attendance of additional stockholders.

                 VOTE REQUIRED FOR ADOPTION OF CERTAIN MATTERS

        The approval of the Plan and Agreement of Merger between the Company and
P3M requires the affirmative vote of a majority of all of the outstanding voting
interests. The holders of common stock are entitled to one vote relating to the
Plan and Agreement of Merger for each share of common stock standing in their
name on the books and records of the Company as of the record date. The holders
of the Series A Preferred Stock are entitled to 10 votes for each share of
Series A Preferred Stock standing in their name on the books and records of the
Company as of the record date. As of the date of this Information Statement, the




                                       8



Company's board of directors consisting of Messrs. Tim Novak and R. Paul Gray,
and Mr. Jerry Leonard, a 5% stockholder of the Company have indicated that they
intend to vote an aggregate of 15,853,670 shares of common stock and 3,990,000
shares of Series A Preferred Stock (55,753,670 of the total 90,541,501 voting
interests or 61.6% of the total votes that may be cast in the reincorporation)
to approve the reincorporation.

                    VOTING SECURITIES AND OWNERSHIP THEREOF
                  BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        At the close of business on May 9, 2003, the record date for the Special
Meeting, the Company had outstanding 50,641,501 shares of common stock, $.001
par value per share, and 3,990,000 shares of Series A Preferred Stock, $.001 par
value per share. Each outstanding share of common stock is entitled to one vote
with respect to Plan and Agreement of Merger. Each outstanding share of Series A
Preferred Stock is entitled to 10 votes with respect to the Plan and Agreement
of Merger. The common stock and the Series A Preferred Stock vote together as a
single class on the Plan and Agreement of Merger.

        The following table lists the beneficial ownership of shares of the
Company's common stock and Series A Preferred Stock by (i) all persons and
groups known by the Company to own beneficially more than 5% of the outstanding
shares of the Company's common stock or Series A Preferred Stock, (ii) each
director and nominee, (iii) each person who held the office of Chief Executive
Officer during the last fiscal year or at any time during the year ended
December 31, 2002, (iv) the four highest compensated executive officers who were
serving as executive officers on December 31, 2002 and received aggregate
compensation during that year in excess of $100,000, and (v) all directors and
officers as a group. None of the directors, nominees or officers of the Company
owned any equity security issued by the Company's subsidiaries other than
director's qualifying shares. Information with respect to officers, directors
and their families is as of May 9, 2003 and is based on the books and records of
the Company and information obtained from each individual. Information with
respect to other stockholders is based upon the Schedule 13D or Schedule 13G
filed by such stockholders with the Securities and Exchange Commission. Unless
otherwise stated, the business address of each individual or group is the same
as the address of the Company's principal executive office.

                                                                          Amount and
                                                               Nature of Beneficial Ownership

                                                               Sole         Sole          Total       Percent
                  Name of                                      Voting     Investment    Beneficial       of
            Individual or Group                 Class          Power         Power       Ownership      Class

Timothy S. Novak,                              Common         5,442,432     5,442,432     5,442,432     10.7%
President and Chief Executive Officer          Preferred      1,330,000     1,330,000     1,330,000     33.3%
Director

R. Paul Gray                                   Common         1,927,032     1,927,032     1,927,032     3.8%
Chief Financial Officer, Treasurer, and        Preferred      1,330,000     1,330,000     1,330,000     33.3%
Secretary
Director

Jerry W. Leonard                               Common         8,484,206     8,484,206     8,484,206     16.8%
P.O. Box 634                                   Preferred      1,330,000     1,330,000     1,330,000     33.3%
Fredericksburg, Virginia
5% Stockholder



                                       9




                                                                          Amount and
                                                               Nature of Beneficial Ownership

                                                               Sole         Sole          Total       Percent
                  Name of                                      Voting     Investment    Beneficial       of
            Individual or Group                 Class          Power         Power       Ownership      Class

Reli-Communications(1)                         Common         2,668,711     2,668,711     2,668,711     5.3%
9813 Godwin Drive                              Preferred           -0-           -0-           -0-       *
Manassas, Virginia
5% Stockholder

Dr. G. Michael Swor                            Common         6,494,445     6,494,445     6,494,445     12.8%
4807 Higel Avenue                              Preferred           -0-           -0-           -0-       *
Sarasota, Florida  34242
5% Stockholder

All Directors and Officers as a Group          Common         7,369,464     7,369,464     7,369,464     14.5%
(2 Persons)                                    Preferred      2,660,000     2,660,000     2,660,000     66.6%

____________________

(1) Robert O. Tyler, trustee in bankruptcy, exercises voting, investment and
dispositive control over securities owned by Reli-Communications.


                            REINCORPORATION IN NEVADA

        The following discussion summarizes certain aspects of our reincorporation
in Nevada. This summary does not include all of the provisions of the Plan and
Agreement of Merger between SSPD and P3M, a copy of which is attached hereto as
Exhibit A. Copies of the Articles of Incorporation and the bylaws of SSPD and
the Articles of Incorporation and bylaws of P3M are available for inspection at
our principal office and we will send copies to stockholders upon request.

Principal Reasons for Reincorporation

        We believe that the reincorporation in Nevada will provide a greater
measure of flexibility and simplicity in corporate governance than is available
under New York law. For example, New York law requires the unanimous consent of
all outstanding shares to take action by written consent of the stockholders.
Many of our shares are held in street name and it is both difficult and
expensive to attempt to obtain written consent from all stockholders even for
non-controversial actions. Nevada law permits actions to be taken by the written
consent of stockholders representing the number of shares that would be required
at a meeting at which all shares are represented. Nevada law also permits
stockholders to participate in meetings via telephone or other similar method of
communication and permits the board of directors to take certain administrative
actions such as the change of a registered agent or replacement of outstanding
certificates without the consent of the stockholders. In addition, it is easier
to comply with Nevada law relating to the form and content of corporate
documents filed with the Secretary of State and the administrative offices of
the Secretary of State of Nevada are more responsive to the needs of
corporations and their counsel.




                                       10



        We also believe that the reincorporation in Nevada will make the securities
issued by us more marketable. Nevada has adopted a modern code governing the
formation and operation of corporations which is gaining recognition among
corporate practitioners as a jurisdiction of convenience for corporations.
Shares of stock in Nevada corporations may be issued for any tangible or
intangible consideration approved by the board of directors and shares may be
issued in uncertificated form if necessary. Moreover, Nevada lacks certain
provisions that appear in the corporate law of the State of New York which limit
the grant of options and warrants to officers and directors or may make the
owners of stock issued by New York corporations responsible for certain claims
for unpaid salaries in the event of a liquidation.

        We believe that the price of our common stock may be artificially depressed
due to abnormally high short selling by speculators who are not stockholders. We
believe that these sales are conducted through a practice commonly known as a
"naked short" sale. Certain brokers may have permitted their customers to sell
shares that are neither owned by such customers nor borrowed from another
stockholder and are not delivered to the purchasers. If this practice is
widespread, it creates severe pressure on the price of our stock since there is
no limit on the number of shares that may be sold at any price. The
reincorporation in Nevada will permit us to require the delivery of certificates
representing our shares for exchange in connection with the reincorporation or
subsequent changes in our capital structure. We believe that the practice of
naked short sales, and the depression of our stock price which it has caused,
will be discouraged as a result of the mandatory exchange of certificates
because new certificates representing shares of P3M common stock will be
available only upon presentation of certificates representing SSPD common stock
or Series A Preferred Stock. To the extent that any person has sold SSPD common
stock short without delivery of certificates representing such shares, such
seller will be unable to obtain certificates representing P3M for delivery to
the buyer.

        Nevada does not impose income or franchise taxes on corporations. As a
result of the reincorporation we expect to recognize a savings in these costs as
taxable income is generated.

Principal Features of the Reincorporation

        The reincorporation will be effected by the merger of SSPD, a New York
corporation, with and into our wholly owned subsidiary, P3M, a Nevada
corporation created specifically for the reincorporation in Nevada. P3M will be
the surviving entity. The reincorporation will become effective on June 30,
2003, the Effective Date.

        On the Effective Date, (i) each of our shares of stock will be exchangeable
for one-fiftieth (.02) share of P3M common stock, (ii) any fractional share of
P3M that results from the reincorporation will be exchangeable for a whole share
of P3M, (iii) each of the shares of our Series A Preferred Stock will be
exchangeable for a share of Series A Preferred Stock of P3M with substantially
the same designations, limitations, preferences, and relative rights, (iv) each
share of P3M common stock owned by SSPD prior to the Effective Date will be
canceled and resume the status of authorized and unissued P3M common stock, and
(v) SSPD ceased its corporate existence in the State of New York.

        To encourage the prompt exchange of certificates representing shares of
SSPD for certificates representing shares of P3M the Plan and Agreement of
Merger provides that all certificates representing shares of SSPD must be
tendered for exchange within 60 days after the Effective Date. Moreover, P3M may
enforce the mandatory exchange of certificates and seek cancellation of any
shares not exchanged by within 60 days after the Effective Date.




                                       11



        All of our directors and officers hold identical positions in P3M. Our
daily business operations will continue at our current principal executive
offices.

Exchange Ratio of SSPD Common Stock and Series A Preferred Stock for P3M Common Stock

        The board of directors determined that, because of the current financial
condition of the Company, it would require a significant dilution of the
ownership interest of the existing holders of SSPD common stock to avoid
liquidation, attract new investment, compensate creditors for certain existing
debt, and recruit management and consultants to work with the Company without
significant cash compensation. Since the necessary dilution would require the
issuance of an impractically large number of shares of new common stock, the
board of directors determined that it would be necessary to reduce the number of
shares outstanding with an exchange ration of one share of P3M for each 50
outstanding shares of SSPD.

        The board of directors unanimously authorized the issuance of the Series A
Preferred Stock with both supervoting and dilution rights to attract investment
and forgiveness of indebtedness. In addition, the board of directors unanimously
authorized the warrants issued under the 2003 Stock Compensation Plan to
consultants providing services to the Company and which contain dilution rights.
In both cases, the board of directors determined that the dilution rights were
necessary because SSPD did not have authorized sufficient shares to provide the
ownership percentage required by the investors in those shares.

        Each share of SSPD outstanding on the Effective Date of the reincorporation
will be exchangeable for one-fiftieth (.02) share of P3M common stock. In
addition, one share of P3M common stock will be issued for any fractional shares
that would be issuable and 10 shares of P3M common stock will be issued for each
share of SSPD Series A Preferred Stock outstanding on the Effective Date. As a
result of the exchange of SSPD common stock and Series A Preferred Stock for P3M
common stock, the ownership interest of the existing holders of SSPD common
stock will be reduced from approximately 50% on a fully diluted basis to 1% on a
fully diluted basis.

How to Exchange SSPD Certificates for P3M Certificates

        Enclosed are (i) a form letter of transmittal and (ii) instructions for
surrender of your certificates representing shares of SSPD common stock in
exchange for certificates representing shares of P3M common stock. Upon
surrender of a certificate representing shares of SSPD common stock to P3M,
together with a duly executed letter of transmittal and the necessary issuance
fees, P3M will issue, as soon as practicable, a certificate representing that
number of shares of P3M common stock you are entitled to receive.

        If you own our shares through a nominee or in a brokerage account, you do
not have a certificate to submit for exchange. Usually, your nominee or broker
will submit certificates representing our shares for exchange on your behalf.
Since we believe there have been widespread sales of our stock without actual
delivery of certificates, it is possible that your nominee or broker may not
have certificates representing all of the shares owned by its customers. We
recommend that you contact your broker and request that a certificate be issued
to you so that you may submit it for exchange with the enclosed letter of
transmittal or request that your broker direct our transfer agent to issue the
new shares of P3M to which you are entitled in your name. This will ensure that



                                       12



there are actually shares of P3M common stock in your name on the books and
records of P3M.

        You are required to surrender your certificates representing shares of SSPD
common stock for certificates representing shares of P3M common stock. The board
of directors of both SSPD and P3M determined that a reasonable period for you to
submit certificates for exchange is 60 days after the Effective Date. Dividends
and other distributions declared by P3M after the Effective Date with respect to
common stock and payable to holders of record thereof after the Effective Date
will be paid ONLY to the holders of certificates representing P3M common stock
and not to the holders of unsurrendered certificates representing shares of
SSPD. In addition, holders of unsurrendered certificates representing shares of
SSPD common stock will not be entitled to notice of or to vote at any meetings
of the stockholders of P3M until they surrender the certificate representing
SSPD common stock. P3M may enforce the mandatory delivery of the certificates by
action in the Nevada courts if you fail to deliver such certificates for
exchange.

Capitalization

        Our authorized capital on the Effective Date consists of 100,000,000 shares
of common stock and preferred stock, $.001 par value per share. On the April 9,
2003 there were 50,641,501 shares of our common stock, and 3,990,000 shares of
our Series A Preferred Stock outstanding. Our Series A Preferred Stock is
convertible into ten (10) shares of our common stock as of the record date. In
addition, SSPD has issued warrants to purchase up to 8,000,000 share of common
stock at various exercise prices between $.001 per share to $.80 per share. The
shares issuable pursuant to conversion of the Series A Preferred Stock or
exercise of the warrants are not subject to adjustment for reverse splits,
combinations or other transactions and will be converted or exercisable into
39,900,000 and 8,000,000 shares, respectively, of P3M common stock after the
reincorporation. The authorized capital of P3M consists of 200,000,000 shares of
capital stock divided into 150,000,000 shares of common stock, $.001 par value
per share, and 50,000,000 shares of preferred stock, $.001 par value per share.
As a result of the reincorporation and mandatory exchange of the common stock,
P3M will have outstanding approximately 41,000,000 shares of common stock. In
addition, P3M will reserve 8,000,000 shares of common stock for issuance under
outstanding warrants, options and securities convertible into common stock. The
reincorporation will not affect our total stockholder equity or total
capitalization, however, the exercise of the outstanding warrants may result in
a small increase to paid-in capital.

Significant Differences Between the SSPD and P3M

        The Articles of Incorporation and bylaws ("foundation documents") of SSPD
and the foundation documents of P3M have a number of differences intended to
make the operation of P3M more efficient and protect P3M from unsolicited offers
to acquire control. These differences may also frustrate attempts to acquire
control that the stockholders of P3M believe to be in their best interests. In
addition, the general corporate statutes and legal decisions of Nevada ("Nevada
law") and New York ("New York law") have certain differences. The differences in
both the foundation documents and the applicable corporate law is summarized
below. This summary is not intended to be complete, and is qualified by
reference to the full text of the founding documents of each company and the
full text of, and decisions interpreting, New York law and Nevada law.

        Amendment to Founding Documents. Both Nevada law and New York law require
the approval of the holders of a majority of all outstanding shares entitled to
vote to approve proposed amendments to a corporation's Articles of




                                       13



Incorporation. Both Nevada law and New York law also provide that in addition to
the vote of the stockholders, the vote of a majority of the outstanding shares
of a class may be required to amend the Articles of Incorporation if the
amendment affects the rights of such class. Neither state requires stockholder
approval for the board of directors of a corporation to fix the voting powers,
designation, preferences, limitations, restrictions and rights of a class of
stock provided that the corporation's Articles of Incorporation grant such power
to its board of directors. Nevada law permits the number of authorized shares of
any class of stock to be increased or decreased (but not below the number of
shares then outstanding) by the board of directors without action by the
stockholders unless otherwise provided in the Articles of Incorporation or
resolution adopted pursuant to the Articles of Incorporation. In addition, the
Articles of Incorporation of P3M provide that an amendment to the founding
documents may only be adopted by the vote of a majority of the entire board of
directors and a vote of a majority of the outstanding voting stock voting as a
class. Amendments to the bylaws require the affirmative vote of a majority of
the entire board of directors or all of the outstanding voting interests. The
founding documents of SSPD grant the board of directors authority to amend the
bylaws at any regular meeting or special meeting called for that purpose and
require only a majority of a quorum of the board of directors.

        Special Meetings of Stockholders. Nevada law does not address the manner in
which special meetings of stockholders may be called but permits corporations to
determine the manner in which meetings are called in their bylaws. The
foundation documents of P3M provide that special meetings of the stockholders
may be called only by the board of directors or a committee of the board of
directors that is delegated the power to call special meetings by the board of
directors. New York law and the founding documents of SSPD permit special
meetings of the stockholders to be called by the President of the Company and
require the President to call a special meeting at the request of one-tenth of
the outstanding stock entitled to vote at such meeting. The reincorporation will
make it more difficult for the stockholders of the Company to force a special
meeting of stockholders for any purpose.

        Stockholder Nominations and Proposals. Neither Nevada law nor New York law
have specific provisions relating to procedures or limitations on the
stockholders' right to nominate directors or propose matters for action at a
meeting of the stockholders. The founding documents of P3M provide that any
nominee or proposal by a stockholder must be provided to P3M in writing not less
than 30 nor more than 60 days prior to the meeting. Nominations for director
must include the name, business address, residence address, principal
occupation, and number of shares of P3M common stock owned by any such nominee.
Other proposals must include a brief description of the proposal, the name and
address of the stockholder and the number and class of stock owned by the
stockholder, and any material interest of the stockholder in such proposal.
There are no similar provisions in the founding documents of SSPD. The
reincorporation will make it more difficult for a stockholder to nominate a
candidate for director or propose any matter to be acted upon at a meeting of
stockholders.

        Special Meetings Pursuant to Petition of Stockholders. Under Nevada law,
stockholders having not less than 15% of the voting interest may petition the
district court to order a meeting for the election of directors if a corporation
fails to call a meeting for that purpose within 18 months after the last meeting
at which directors were elected. New York law has a similar provision but
requires a meeting for the election of directors within 13 months after the last
meeting. A special meeting may be called on the petition of 10% of the
stockholders entitled to vote.




                                       14



        Preemptive Rights. Neither P3M nor SSPD provide preemptive rights to
acquire additional securities issued by them. The reincorporation will not
result in the creation of preemptive rights to acquire the securities issued by
P3M.

        Classified Board of Directors. Both Nevada law and New York law permit
corporations to classify their board of directors so that less than all of the
directors are elected each year to overlapping terms by adoption of appropriate
provisions in the foundation documents. P3M provides that if the board of
directors consists of more than six persons, the board shall be classified into
three (3) classes, the directors in each class to be elected to overlapping
three (3) year terms. The board of directors of P3M will consist of less than
six persons immediately following the reincorporation and will not be classified
unless it is increased to include six or more persons. There are no current
plans to increase the size of the board of directors. If the board of directors
is increased to six or more persons, only one-third of the entire board of
directors will be elected at each annual meeting of stockholders. The founding
documents of SSPD do not provide for a classified board of directors. The
reincorporation may make it more difficult to replace the entire board of
directors if the size of the board is increase to six or more persons.

        Removal of Directors. Nevada law provides that any or all directors may be
removed with or without cause by the vote of two-thirds of the voting interests
entitled to vote for the election of directors. New York law provides that
directors may be removed by a majority of the stockholders entitled to vote for
directors but that they may not be removed without cause unless the Articles of
Incorporation so provide and the may not be removed if they were elected by
cumulative voting and the number voting against removal would have been
sufficient to elect a director in a meeting at which all of the board of
directors was nominated for re-election. The founding documents of SSPD do not
provide for the removal of directors without cause. The reincorporation will
make it easier for the stockholders to remove directors without cause but more
difficult to remove directors with cause.

        Cumulative Voting. Cumulative voting for directors entitles stockholders to
cast a number of votes that is equal to the number of voting shares held
multiplied by the number of directors to be elected. If cumulative voting is
allowed, stockholders may cast all such votes either for one nominee or
distribute such votes among up to as many candidates as there are positions to
be filled. Cumulative voting may enable a minority stockholder or group of
stockholders to elect at least one representative to the board of directors
where such stockholders would not otherwise be able to elect any directors. Both
Nevada law and the founding documents of P3M provide that stockholders do not
have the right to cumulative voting unless granted in the founding documents.
Likewise, New York law provides that stockholders do not have the right to
cumulative voting unless granted in a corporation's founding documents. SSPD
does not provide for cumulative voting. The reincorporation will not grant the
stockholders a right to cumulative voting.

        Vacancies. Nevada law provides that vacancies may be filled by a majority
of the remaining directors, though less than a quorum, unless the founding
documents provide otherwise. Under New York law, vacancies on the board of
directors may be filled by the affirmative vote of a majority of the remaining
directors then in office, even if less than a quorum but any vacancy occurring
because of a removal of a director without cause must be filled by a vote of the
stockholders. Any director so appointed will hold office for the remainder of
the full term of the class of directors in which the vacancy occurred. The
reincorporation will not have a significant impact on the replacement of
directors of the Company.




                                       15




        Indemnification of Officers and Directors and Advancement of Expenses. Both
Nevada law and New York law provide that a corporation may indemnify certain
persons from costs and expenses incurred in connection with litigation in which
they are named as a result of their position with the corporation if such person
acted in good faith, for a purpose such person reasonably believed to be in the
best interest of the company or, in certain cases not opposed to the best
interest of the company, and in a criminal proceeding had no reasonable cause to
believe that such person's conduct was unlawful. Both Nevada law and New York
law prohibit indemnity where an officer or director is found liable to the
corporation unless indemnity is permitted by the court hearing the case. Both
SSPD and P3M make the indemnity mandatory in appropriate circumstances and the
Articles of Incorporation of P3M provide that such expenses may be advanced to
an officer or director upon receipt of an affirmation that he has met the
standard for indemnification and an undertaking to repay such advances if it is
ultimately determined that the director was not entitled to indemnification and
make the discretionary indemnification mandatory.

        Limitation on Personal Liability of Directors. Nevada law permits, and P3M
has adopted, an exclusion of liability of directors to the corporation and its
stockholders for all monetary damages relating to a breach of fiduciary duty
unless such damages arise from acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law or payments of dividends or
distributions in excess of the amount allowed. The Articles of Incorporation of
SSPD also exclude personal liability of the directors unless such liability
arises from acts or omission that were in bad faith or involve intentional
misconduct or a knowing violation of law, such person personally gained in fact
a financial profit or other advantage to which he was not entitled, or
distributions in excess of those permitted by law.

        Actions by Written Consent of Stockholders. Nevada law permits any action
required or permitted to be taken at a meeting of the stockholders to be taken
without a meeting if the holders of outstanding stock having at least the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote consents to the action in
writing. If such action is taken by the holders of less than all of the shares
entitled to vote, prompt notice must be provided to the other stockholders. The
Articles of Incorporation of P3M permit action by the written consent of the
stockholders only if it is first authorized by the board of directors of P3M to
be adopted by consent. Under New York law and the founding documents of SSPD
actions by the stockholders without a meeting requires the written consent of
all stockholders entitled to vote at a meeting at which such action is
considered. This makes it impossible for SSPD to take action without a meeting
of the stockholders. The reincorporation will make it easier for the
stockholders to approve actions without a meeting.

        Stockholder Vote for Mergers and Other Corporation Reorganizations. Nevada
law requires authorization by an absolute majority of the outstanding voting
rights, as well as approval by the board of directors, of the terms of a merger
or a sale of substantially all of the assets of the corporation. New York law
also requires the approval of mergers and sales of substantially all of the
assets of the corporation by the board of directors and a majority of the
outstanding shares of stock. The reincorporation will not result in a material
change to these requirements.

        Restrictions on Business Combinations. Under Nevada law, a corporation
which is listed on a national securities exchange, included for quotation on the
Nasdaq Stock Market or held of record by more than 2,000 stockholders, is not
permitted to engage in a business combination with any interested stockholder
for a three-year period following the time such stockholder became an interested




                                       16



stockholder, unless the transaction resulting in a person becoming an interested
stockholder, or the business combination, is approved by the board of directors
of the corporation before the person becomes an interested stockholder. After
the three-year period, a combination with an interested stockholder is permitted
only if approved by a majority of the outstanding voting power not beneficially
owned by such interested stockholder and the holders of outstanding common stock
other than the interested stockholder receive compensation equal to the highest
value paid by the interested stockholder. No similar provision exists under New
York law and the reincorporation may make it more difficult for any stockholder
to force a merger of the Company without the consent of the board of directors.

        Limitations on Controlling Stockholders. Nevada law contains a provision
that limits the voting rights of a person that acquires or makes an offer to
acquire a controlling interest in a Nevada corporation. Under the provisions of
Nevada law, a person acquiring or making an offer to acquire more than 20% of
the voting power in a corporation will have only such voting rights as are
granted by a resolution of the stockholders adopted at a special or annual
meeting. The controlling person is not entitled to vote on the resolution
granting voting rights to the controlling interest. The person acquiring a
controlling interest may request a meeting of the stockholders be called for
this purpose and, if the board of directors fails to call the meeting or the
controlling person is not accorded full voting rights, the corporation must
redeem the controlling shares at the average price paid for them. No similar
provision exists in New York law and the reincorporation may make it more
difficult for a person to acquire control of the Company.

        Liability of Stockholders. New York law provides that the ten largest
stockholders may be jointly and severally personally liable for all debts, wages
or salaries due and owing to any of its laborers, servants, or employees. An
exemption is provided for corporations whose shares are listed on a national
securities exchange or whose shares are regularly traded on the over-the-counter
markets. No similar provision exists under Nevada law and the reincorporation
will eliminate this potential personal liability of stockholders.

        Loans to Directors. New York law prohibits loans by the Company to its
directors unless the loan is approved by the stockholders excluding the shares
held by the person benefiting from such loan or, if authorized by the Articles
of Incorporation, the board of directors determines that the loan benefits the
corporation. No similar provision exists under Nevada law and the
reincorporation will make it easier for the directors to receive the benefits of
loans or guarantees issued by the Company.

                       DEFENSES AGAINST HOSTILE TAKEOVERS

        The following discussion summarizes the reasons for, and the operation and
effects of, certain provisions in the P3M Articles of Incorporation which
management has identified as potentially having an anti-takeover effect. It is
not intended to be a complete description of all potential anti-takeover
effects, and it is qualified in its entirety by reference to the P3M Articles of
Incorporation and bylaws.

        The anti-takeover provisions of the P3M Articles of Incorporation,
unanimously approved by the board of directors of SSPD, are designed to minimize
the possibility of a sudden acquisition of control of P3M which has not been
negotiated with and approved by the P3M board of directors. These provisions may
make it more difficult to remove the incumbent members of the board of directors
and may insulate management from attempts to remove management by the holders of
a majority of the voting stock of P3M. To the extent these provisions
successfully discourage the acquisition of control of P3M or tender offers for
all or part of its capital stock of P3M without approval of the board of





                                       17



directors, they may have be beneficial to the management of P3M and may prevent
an opportunity for the stockholders to engage in a transaction or offer viewed
by the stockholders to be in their best interests.

        Tender offers or other non-open market acquisitions of stock are usually
made at prices above the prevailing market price. In addition, acquisitions of
stock by persons attempting to acquire control through market purchases may
cause the market price of the stock to reach levels which are higher than would
otherwise be the case. Anti-takeover provisions may discourage such purchases,
particularly those of less than all of the outstanding capital stock, and may
thereby deprive stockholders of an opportunity to sell their stock at a
temporarily higher price.

        We are not aware of any current effort to accumulate shares of SSPD or
obtain control of SSPD by means of a merger, tender offer, solicitation in
opposition to us or otherwise. These provisions may decrease the likelihood that
a tender offer will be made, and if a tender of is made, decrease the likelihood
that it will be successful. As a result, the provisions may adversely affect
those stockholders who would desire to participate in a tender offer.

        Authorized Shares of Capital Stock may Dilute Voting Rights. The P3M
Articles of Incorporation authorizes the issuance of up to 150,000,000 shares of
common stock and 50,000,000 shares of serial preferred stock, without any action
on the part of the stockholders. Additional shares of P3M's common stock may be
issued that would dilute the current voting power of outstanding shares of
common stock. In addition, shares of P3M's serial preferred stock with voting
rights could be issued and would both dilute the voting rights of the
outstanding voting shares and represent an additional class of stock required to
approve any proposed transaction. The board of directors believes that it is
necessary to have a significant number of authorized and unissued shares of
capital stock, both common stock and undesignated preferred stock, available for
issuance to raise capital and compensate employees and consultants.

        Authorized Shares of Capital Stock may Increase Cost of Acquisition. The
additional shares of authorized and unissued common stock and additional shares
of authorized and unissued preferred stock represent additional capital stock
that may be required to be purchased by an acquirer in any unsolicited
acquisition. The existence of a substantial number of shares that may be issued
at the discretion of the board of directors may discourage unsolicited attempts
to acquire a significant amount of capital stock in the market. The board of
directors believes that it is necessary to have a significant number of
authorized and unissued shares of capital stock, both common stock and
undesignated preferred stock, available for issuance to raise capital and
compensate employees and consultants.


        Limitation on Right to Call Stockholder Meetings. The P3M Articles of
Incorporation provide that annual stockholder meetings may be called only by the
P3M board of directors or a duly designated committee of the board. This
provision prevents any other person from forcing P3M to call a special meeting
of the stockholders unless approved by the board of directors and may discourage
any person from attempting to obtain control of P3M without the consent of the
board of directors since an acquirers could not force a meeting of the
stockholders to consider a proposed transaction or removal of the board of
directors. The board of directors believes that the limitation on stockholders'
right to call meetings is necessary to maintain the orderly administration of
P3M between annual meetings and meetings called by the board of directors.




                                       18





        Restriction of Maximum Number of Directors and Filling Vacancies on the
Board of Directors. Nevada law requires that the board of directors of a
corporation consist of one or more members and that the number of directors
shall be set by or in the manner described in the corporation's articles of
incorporation or bylaws. P3M's Articles of Incorporation provide that the number
of directors (exclusive of directors, if any, to be elected by the holders of
preferred stock) shall not be less than one or more than 15, as shall be
provided from time to time in accordance with the bylaws. The power to determine
the number of directors within these numerical limitations is vested in the
board of directors and requires the concurrence of at least two-thirds of the
entire board of directors. The effect of such provisions may be to prevent a
person or entity from quickly acquiring control of P3M through an increase in
the number of the directors and election of nominees to fill the newly created
vacancies. The board of directors believes that the limitation of the total
number of directors is appropriate because P3M is too small to require a larger
or more diverse board of directors.

        Advance Notice Requirements for Nomination of Directors and Proposal of New
Business at Annual Stockholder Meetings. P3M's Articles of Incorporation provide
that any stockholder desiring to make a nomination for the election of directors
or a proposal for new business at a stockholder meeting must submit written
notice not less than 30 or more than 60 days in advance of the meeting. This
advance notice requirement may give management time to solicit its own proxies
in an attempt to defeat any dissident slate of nominations. Similarly, adequate
advance notice of stockholder proposals will give management time to study such
proposals and to determine whether to recommend to the stockholders that such
proposals be adopted. In certain instances, such provisions could make it more
difficult to oppose management's nominees or proposals, even if the stockholders
believe such nominees or proposals are in their interests. These provisions may
tend to discourage persons from bringing up matters disclosed in the proxy
materials furnished to the stockholders and could inhibit the ability of
stockholders to bring up new business in response to recent developments. The
board of directors believes the requirements for advance notice are necessary to
prevent the disruption of meetings of the stockholders of the company and to
provide adequate time to analyze such nominees or proposals before the
stockholders are asked to vote on them.

        Classified Board of Directors. P3M's Articles of Incorporation provide that
if the board of directors consists of more than six persons, the directors shall
be classified into three classes consisting of as nearly equal number of
directors as possible and that only one-third of the full board of directors
will be subject to re-election at each annual meeting. A classified board of
directors makes it more difficult for a potential acquirer to obtain control of
the board of directors since it will require at least two years for a
controlling stockholder to elect a majority of the board of directors. The
existence of a classified board of directors may discourage any attempt to
acquire control of P3M without the consent of the board of directors. The board
of directors believes that a classified board of directors is necessary to
provide continuity in the policies of P3M and is appropriately limited to a
board of directors consisting of more than six persons.

          INTERESTS OF MANAGEMENT, CERTAIN 5% STOCKHOLDERS AND HOLDERS
               OF SERIES A PREFERRED STOCK IN THE REINCORPORATION

        On March 31, 2003, our board of directors, consisting of Messrs. Tim Novak
and R. Paul Gray, adopted a restructure plan (the "Restructure Plan") that
includes the adoption of a stock compensation plan for employees and consultants
that provides services to the Company, the authorization and issuance of
preferred stock to investors for new investment in the Company and to certain
creditors in exchange for existing indebtedness, and the reincorporation in
Nevada by merger with and into P3M, a subsidiary created for that purpose. Under




                                       19



the Restructure Plan, the board of directors created the Series A Preferred
Stock and authorized the issuance of 1,330,000 shares of Series A Preferred
Stock to Mr. Jerry Leonard, one of our 5% stockholders, for cash and 1,330,000
shares of Series A Preferred Stock to each of Messrs. Novak and Gray for
forgiveness of a like amount of indebtedness for accrued and unpaid salaries.
Each share of the Series A Preferred Stock is entitled to 10 votes, voting
together with the common stock on all matters on which the common stock may vote
and is convertible into 10 shares of common stock upon the occurrence of certain
events, including the completion of the restructuring of SSPD.

        As the holders of the Series A Preferred Stock, Messrs. Novak, Gray and
Leonard will acquire a significant and controlling ownership interest in P3M
upon the Effective Date of the reincorporation, consisting of 317,075 shares of
P3M common stock issued in exchange for the outstanding shares of SSPD common
stock and 39,900,000 shares of P3M common stock issued in exchange for
outstanding shares of the SSPD Series A Preferred Stock.

                                APPRAISAL RIGHTS

        The following description of the appraisal rights is qualified in its
entirety by reference to Section 623 of the New York Business Corporation Act, a
copy of which is set forth as Exhibit B to this Information Statement.

        Stockholders of SSPD who register their dissent from the merger of SSPD
into P3M by written notice prior to the Special Meeting are entitled to receive
the fair market value of their shares immediately prior to the merger. A
stockholder may not exercise his or her right to dissent or require SSPD to
purchase less than all of the shares as to which he or she has the right to
vote.

        Any stockholder intending to exercise his or her right to dissent must
provide the Company with written notice. The written notice must state that the
stockholder intends to dissent, the name and address of the stockholder, the
number and classes of shares as to which the stockholder dissents, and that the
stockholder demands payment of the fair market value of the shares if the merger
is approved. The written notice of dissent must be delivered to the Company at
the following address before any vote on the merger is taken at the Special
Meeting:

                         Surgical Safety Products, Inc.
                                Attn: Secretary
                               8374 Market Street
                                   Number 439
                              Bradenton, FL 34202

        A dissenting stockholder must provide the Company with a certificate
representing shares of stock owned by such stockholder either at the time that
he or she files a notice of dissent or within 30 days thereafter. The
certificates will be marked as dissenting and returned to the stockholder by the
Company's transfer agent. Any such certificate will not be eligible for exchange
into shares of P3M. Any stockholder that fails to submit certificates
representing his or her shares within the required period will lose his or her
dissenter's rights.

        The Company will provide any dissenting stockholder with written notice of
the approval of the merger within 10 days after the Special Meeting. P3M will
provide each dissenting stockholder with an offer to purchase such shares at the




                                       20




average of the highest closing bid price for the five trading days prior to the
Special Meeting and an advance payment of 80% of the total price for all shares
owned by such dissenting stockholder. Final payment will be made upon acceptance
of the offer by P3M.

        Upon the Effective Date, all rights of a dissenting stockholder, except the
right to receive payment of the fair value as set forth above, shall cease. A
notice of dissent may be withdrawn within 60 days following the Effective Date
but may not be withdrawn after acceptance of payment of the fair market value of
the shares.

                             FINANCIAL INFORMATION

        The financial statements and notes thereto contained in the Annual Report
on Form 10-KSB filed with the Securities and Exchange Commission, as amended, a
copy of which is provided to the stockholders with this Information Statement,
are incorporated herein by reference. The Company will provide to any
stockholder entitled to notice of and to vote at the Special Meeting a copy of
any of the exhibits to the Annual Report on Form 10-KSB, as amended, upon
written request to the Corporate Secretary at the Company's principal executive
offices set forth above. The Company may charge a reasonable amount for the
costs of reproducing such exhibits.

                                  TAX MATTERS

        We have not sought or received an opinion from any person regarding the
effect of the reincorporation on SSPD, P3M or our stockholders under federal
income tax laws. The change in control that occurred pursuant to the Restructure
Plan may limit the application of accrued net operating losses generated by SSPD
in prior years to offset net taxable income of P3M in the future.

        We believe that for federal income tax purposes no gain or loss will be
recognized by P3M, SSPD or the stockholders of SSPD who receive P3M common stock
for their SSPD common stock or Series A Preferred Stock in connection with the
reincorporation. The adjusted tax basis of each whole share of P3M common stock
received by a stockholder of SSPD as a result of the reincorporation will be the
same as the stockholder's aggregate adjusted tax basis in the shares of SSPD
common stock or Series A Preferred Stock converted into such shares of P3M
common stock. A stockholder who holds SSPD common stock or Series A Preferred
Stock will include in his holding period for the P3M common stock that he
receives as a result of the reincorporation his holding period for the SSPD
common stock or Series A Preferred Stock converted into such P3M common stock.

        The foregoing does not address the effect of the Internal Revenue Code on
any person that is a bank, real estate trust, broker, dealer, investment company
or otherwise subject to special tax treatment; is a foreign person; holds our
common stock as part of a "straddle," "synthetic security," or other security
hedge position; or whose functional currency is not the United States Dollar.
Because of the complexity of the capital gains and loss provisions of the
Internal Revenue Code of 1986 and because of the uniqueness of each individual's
capital gain or loss situation, stockholders contemplating exercising statutory
appraisal rights should consult their own tax advisor regarding the federal
income tax consequences of exercising such rights. State, local or foreign
income tax consequences to stockholders may vary from the federal income tax
consequences described above, and STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN
TAX ADVISOR AS TO THE CONSEQUENCES TO THEM OF THE REINCORPORATION UNDER ALL
APPLICABLE TAX LAWS.




                                       21



                                        By Order of the Board of Directors,


                                        R. Paul Gray
                                        Secretary

Dated: May 30, 2003
       Bradenton, Florida



                                       22




                                   Exhibit A

                          Plan and Agreement of Merger
                                    between
                            Surgical Safety Products
                                      and
                              Power3 Medical, Inc.

PLAN AND AGREEMENT OF MERGER entered into on March 31, 2003, by Surgical Safety
Products, Inc., a New York corporation ("SSPD"), and approved by resolution
adopted by its Board of Directors on said date, and entered into on March 31,
2003, by Power3 Medical, Inc., a Nevada corporation ("P3M"), and approved by
resolution adopted by its Board of Directors on said date.

        WHEREAS, SSPD is a business corporation of the State of New York with its
registered office therein located at 87 Armstrong Road, Rochester, New York
14616; and

        WHEREAS, the total number of shares of stock which SSPD has authority to
issue is 100,000,000, $.001 par value per share; and

        WHEREAS, P3M is a business corporation of the State of Nevada with its
registered office therein located at 502 East John Street, City of Carson City;
and

        WHEREAS, the total number of shares of stock which P3M has authority to
issue is 200,000,000, of which 150,000,000 are common stock, $.001 par value per
share, and 50,000,000 are preferred stock, $.001 par value per share; and

        WHEREAS, the New York Business Corporation Act permits a merger of a
business corporation of the State of New York with and into a business
corporation of another jurisdiction; and

        WHEREAS, the General Corporation Law of the State of Nevada permits the
merger of a business corporation of another jurisdiction with and into a
business corporation of the State of Nevada; and

        WHEREAS, SSPD and P3M and the respective Boards of Directors thereof
declare it advisable and to the advantage, welfare, and best interests of said
corporations and their respective stockholders to merge SSPD with and into P3M
pursuant to the provisions of the New York Business Corporation Act and pursuant
to the provisions of the General Corporation Law of the State of Nevada upon the
terms and conditions hereinafter set forth;

        NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly entered into by SSPD and
approved by a resolution adopted by its Board of Directors and being thereunto
duly entered into by P3M and approved by a resolution adopted by its Board of
Directors, the Merger and the terms and conditions thereof and the mode of
carrying the same into effect, are hereby determined and agreed upon as
hereinafter in this Plan and Agreement of Merger set forth.

        1. SSPD shall, pursuant to the provisions of the New York Business Corporation
Act and to the provisions of the General Corporation Law of the State of Nevada,
be merged with and into P3M, which shall be the surviving corporation from and
after the effective time of the merger and which is sometimes hereinafter
referred to as the "surviving corporation", and which shall continue to exist as


                               Exhibit A - Page 1
                                       23


said surviving corporation under its present name pursuant to the provisions of
the General Corporation Law of the State of Nevada. The separate existence of
SSPD, which is sometimes hereinafter referred to as the "terminating
corporation", shall cease at said effective time in accordance with the
provisions of the New York Business Corporation Act.

        2. The present Articles of Incorporation of the surviving corporation will be
the Articles of Incorporation of the surviving corporation and will continue in
full force and effect until changed, altered, or amended as therein provided and
in the manner prescribed by the provisions of the General Corporation Law of the
State of Nevada.

        3. The present bylaws of the surviving corporation will be the bylaws of said
surviving corporation and will continue in full force and effect until changed,
altered, or amended as therein provided and in the manner prescribed by the
provisions of the General Corporation Law of the State of Nevada.

        4. The directors and officers in office of the surviving corporation at the
effective time of the merger shall be the members of the Board of Directors and
the officers of the surviving corporation, all of whom shall hold their
directorships and offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the surviving corporation.

        5. Each issued share of the common stock of the terminating corporation shall,
from and after the effective time of the merger, be converted into one-fiftieth
(.02) share of the common stock of the surviving corporation. The surviving
corporation shall not issue any certificate or script representing a fractional
share of common stock but shall instead issue on full share for any fractional
interest arising from the Merger. Pursuant to the laws of the State of Nevada,
each share of the terminating corporation shall be tendered to the surviving
corporation for exchange into shares of the surviving corporation within 60 days
after the effective time of the merger. Upon receipt of such shares of the
terminating corporation, the surviving corporation shall issue a certificate for
the whole shares of the surviving corporation that are issuable in exchange for
the shares of the terminating corporation. The shares of the surviving
corporation that are outstanding immediately prior to the effect time of the
merger shall be cancelled and deemed not outstanding as of the effective time of
the merger.

        6. Each issued share of the preferred stock of the terminating corporation
shall, from and after the effective time of the merger, be converted into one
share of the preferred stock of the surviving corporation, having substantially
similar powers, designations, preferences and relative, participating, optional
and other rights as the preferred shares of the terminating corporation.
Pursuant to the laws of the State of Nevada, each share of the preferred stock
of the terminating corporation shall be tendered to the surviving corporation
for exchange into shares of the preferred stock of the surviving corporation
within 60 days after the effective time of the merger.

        7. The surviving corporation may sue in any court with jurisdiction to cause any
stockholder of the terminating corporation to tender certificates representing
shares owned by such stockholder to be tendered to the surviving corporation for
exchange. Stockholders of the terminating corporation shall have no rights to
notices, distributions or voting with respect to the surviving corporation
unless the certificates representing shares of the terminating corporation are
tendered to the surviving corporation for exchange.

        8. Except to the extent otherwise provided in the terms of outstanding options,
warrants or other rights to purchase, or securities convertible into or
exchangeable for common stock of the terminating corporation (other than shares



                               Exhibit A - Page 2
                                       24



of the preferred stock of the terminating corporation), each outstanding option,
warrant or other right to purchase, and each outstanding security convertible
into or exchangeable for common stock shall be converted into an option, warrant
or other right to purchase, or security convertible into or exchangeable for
common stock of the surviving corporation on the basis of one fiftieth (.02)
share of the common stock of the surviving corporation for each share of common
stock of the terminating corporation. The exercise price or conversion ratio set
forth in such option, warrant or other right to purchase, or security
convertible into or exchangeable for common stock of the surviving corporation
shall be ratably adjusted so that the total exercise or conversion price shall
be the same as under the option, warrant, or other right to purchase, or
security convertible into or exchangeable for common stock of the terminating
corporation.

        9. In the event that this Plan and Agreement of Merger shall have been fully
approved and adopted upon behalf of the terminating corporation in accordance
with the provisions of the New York Business Corporation Act and upon behalf of
the surviving corporation in accordance with the provisions of the General
Corporation Law of the State of Nevada, the said corporations agree that they
will cause to be executed and filed and recorded any document or documents
prescribed by the laws of the State of New York and by the laws of the State of
Nevada, and that they will cause to be performed all necessary acts within the
State of New York and the State of Nevada and elsewhere to effectuate the merger
herein provided for.

        10. The Board of Directors and the proper officers of the terminating
corporation and of the surviving corporation are hereby authorized, empowered,
and directed to do any and all acts and things, and to make, execute, deliver,
file, and record any and all instruments, papers, and documents which shall be
or become necessary, proper, or convenient to carry out or put into effect any
of the provisions of this Plan and Agreement of Merger or of the merger herein
provided for.

        11. The effective time of this Plan and Agreement of Merger, and the time at
which the merger herein agreed shall become effective in the State of New York
and the State of Nevada, shall be on the last to occur of:

        (a) the approval of this Plan and Agreement of Merger by the stockholders
            of the terminating corporation in accordance with the New York
            Business Corporation Act; or

        (b) the date this Plan and Agreement of Merger, or a certificate of merger
            meeting the requirements of the General Corporation Law of the State
            of Nevada, is filed with the Secretary of State of the State of
            Nevada; or

        (c) June 30, 2003.

        12. Notwithstanding the full approval and adoption of this Plan and Agreement of
Merger, the said Plan and Agreement of Merger may be terminated at any time
prior to the filing thereof with the Secretary of State of the State of Nevada.

        13. Notwithstanding the full approval and adoption of this Plan and Agreement of
Merger, the said Plan and Agreement of Merger may be amended at any time and
from time to time prior to the filing thereof with the Secretary of State of the
State of New York and at any time and from time to time prior to the filing of
any requisite merger documents with the Secretary of State of the State of
Nevada except that, without the approval of the stockholders of SSPD and the
stockholders of P3M, no such amendment may (a) change the rate of exchange for



                               Exhibit A - Page 3
                                       25


any shares of SSPD or the types or amounts of consideration that will be
distributed to the holders of the shares of stock of SSPD; (b) change any term
of the Articles of Incorporation of the surviving corporation; or (c) adversely
affect any of the rights of the stockholders of SSPD or P3M.

        IN WITNESS WHEREOF, this Plan and Agreement of Merger is hereby executed
upon behalf of each of the constituent corporations parties thereto.

Dated: March 31, 2003                           SURGICAL SAFETY PRODUCTS, INC.


                                                By: _______________________________
                                                Name:
                                                Title:

                                                POWER3 MEDICAL, INC.


                                                By:________________________________
                                                Name:
                                                Title:


                               Exhibit A - Page 4
                                       26





                                   Exhibit B

                      BUSINESS CORPORATION LAW OF NEW YORK

                       Chapter 5 of the Consolidated Laws
                            Article 6 - Shareholders



ss.623. Procedure to enforce shareholder's right to receive payment for shares

(a) A shareholder intending to enforce his right under a section of this chapter
to receive payment for his shares if the proposed corporate action referred to
therein is taken shall file with the corporation, before the meeting of
shareholders at which the action is submitted to a vote, or at such meeting but
before the vote, written objection to the action. The objection shall include a
notice of his election to dissent, his name and residence address, the number
and classes of shares as to which he dissents and a demand for payment of the
fair value of his shares if the action is taken. Such objection is not required
from any shareholder to whom the corporation did not give notice of such meeting
in accordance with this chapter or where the proposed action is authorized by
written consent of shareholders without a meeting.

(b) Within ten days after the shareholders' authorization date, which term as
used in this section means the date on which the shareholders' vote authorizing
such action was taken, or the date on which such consent without a meeting was
obtained form the requisite shareholders, the corporation shall give written
notice of such authorization or consent by registered mail to each shareholder
who filed written objection or from whom written objection was not required,
excepting any shareholder who voted for or consented in writing to the proposed
action and who thereby is deemed to have elected not to enforce his right to
receive payment for his shares.

(c) Within twenty days after the giving of notice to him, any shareholder from
whom written objection was not required and who elects to dissent shall file
with the corporation a written notice of such election, stating his name and
residence address, the number and classes of shares to which he dissents and a
demand for payment of the fair value of his shares. Any shareholder who elects
to dissent from a merger under section 905 (Merger of subsidiary corporation) or
paragraph (c) of section 907 (Merger of consolidation of domestic and foreign
corporations) or from a share exchange under paragraph (g) of section 913 (Share
exchanges) shall file a written notice of such election to dissent within twenty
days after the giving to him of a copy of the plan of merger or exchange or an
outline of the material features thereof under section 905 or 913.

(d) A shareholder may not dissent as to less than all of the shares, as to which
he has a right to dissent, held by him of record, that he owns beneficially. A
nominee or fiduciary may not dissent on behalf of any beneficial owner as to
less than all of the shares of such owner, as to which such nominee or fiduciary
has a right to dissent, held of record by such nominee or fiduciary.

(e) Upon consummation of the corporate action, the shareholder shall cease to
have any of the rights of a shareholder except the right to be paid the fair
value of his shares and any other rights under this section. A notice of
election may be withdrawn by the shareholder at any time prior to his acceptance
in writing of an offer made by the corporation, as provided in paragraph (g),
but in no case later than sixty days from the date of consummation of the
corporate action except that if the corporation fails to make a timely offer, as



                               Exhibit B - Page 1
                                       27


provided in paragraph (g), the time for withdrawing a notice of election shall
be extended until sixty days from the date an offer is made. Upon expiration of
such time, withdrawal of a notice of election shall require the written consent
of the corporation. In order to be effective, withdrawal of a notice of election
must be accompanied by the return to the corporation of any advance payment made
to the shareholder as provided in paragraph (g). If a notice of election is
withdrawn, or the corporate action is rescinded, or a court shall determine that
the shareholder is not entitled to receive payment for his shares, or the
shareholder shall otherwise lose his dissenter's rights, he shall not have the
right to receive payment for his shares and he shall be reinstated to all his
rights as a shareholder as of the consummation of the corporation action,
including any intervening preemptive rights and the right to payment of any
intervening dividend or other distribution or, if any such rights have expires
or any such dividend or distribution other than in cash has been completed, in
lieu thereof, at the election of the corporation, the fair value thereof in cash
as determined by the board as of the time of such expiration or completion, but
without prejudice otherwise to any corporate proceedings that may have been
taken in the interim.

(f) At the time of filing the notice of election to dissent or within one month
thereafter the shareholder of shares represented by certificates shall submit
the certificates representing his shares to the corporation, or to its transfer
agent, which shall forthwith note conspicuously thereon that a notice of
election has been filed and shall return the certificates to the shareholder or
other person who submitted them on his behalf. Any shareholder of shares
represented by certificates who fails to submit his certificates for such
notation as herein specified shall, at the option of the corporation exercised
by written notice to him within forty-five days from the date of filing of such
notice of election to dissent, lose his dissenter's rights unless a court, for
good cause shown, shall otherwise direct. Upon transfer of a certificate bearing
such notation, each new certificate issued therefore shall bear a similar
notation together with the name of the original dissenting holder of the shares
and a transferee shall acquire no rights in the corporation except those which
the original dissenting shareholder had at the time of transfer.

(g) Within fifteen days after the expiration of the period within which
shareholders may file their notice of election to dissent, or within fifteen
days after the proposed corporate action is consummated, whichever is later (but
in no case later than ninety days from the shareholders' authorization date),
the corporation or, in the case of a merger or consolidation, the surviving or
new corporation, shall make a written offer by registered mail to each
shareholder who has filed such notice of election to pay for his shares at a
specified price which the corporation considers to be their fair value. Such
offer shall be accompanied by a statement setting forth the aggregate number of
shares with respect to which notices of election to dissent have been received
and the aggregate number of holders of such shares. If the corporate action has
been consummated, such offer shall also be accompanied by (1) advance payment to
each such shareholder who has submitted the certificates representing his shares
to the corporation, as provided in paragraph (f), of an amount equal to eighty
percent of the amount of such offer, or (2) as to each shareholder who has not
yet submitted his certificates a statement that advance payment to him of an
amount equal to eighty percent of the amount of such offer will made by the
corporation promptly upon submission of his certificates. If the corporate
action has not been consummated at the time of the making of the offer, such
advance payment or statement as to advance payment shall be sent to each
shareholder entitled thereto forthwith upon consummation of the corporate
action. Every advance payment or statement as to advance payment shall include
advice to the shareholder to the effect that acceptance of such payment does not
constitute a waiver of any dissenter's rights. If the corporate action has not
been consummated upon the expiration of the ninety day period after the
shareholders' authorization date, the offer may be conditioned upon the
consummation of such action. Such offer shall be made at the same price per




                               Exhibit B - Page 2
                                       28




share to all dissenting shareholders of the same class, or if divided into
series, of the same series and shall be accompanied by a balance sheet of the
corporation whose shares the dissenting shareholders holds as of the latest
available date, which shall not be earlier than twelve months before the making
of such offer, and a profit and loss statement or statements for not less than a
twelve month period ended on the date of such balance sheet or, if the
corporation was not in existence throughout such twelve month period, for the
portion thereof during which it was in existence. Notwithstanding the foregoing,
the corporation shall not be required to furnish a balance sheet or profit and
loss statement or statements to any shareholder to whom such balance sheet or
profit and loss statement or statements were previously furnished, nor if in
connection with obtaining the shareholders' authorization for or consent to the
proposed corporate action the shareholders were furnished with a proxy or
information statement, which included financial statements, pursuant to
Regulation 14A or Regulation 14C of the United States Securities and Exchange
Commission. If within thirty days after the making of such offer, the
corporation making the offer and any shareholder agree upon the price to be paid
for his shares, payment therefore shall be made within sixty days after the
making of such offer or the consummation of the proposed action, whichever is
later, upon the surrender of the certificates for any such shares represented by
certificates.

(h) The following procedure shall apply if the corporation fails to make such
offer within such period of fifteen days, or if it makes the offer and any
dissenting shareholder or shareholders fail to agree with it within the period
of thirty days thereafter upon the price to be paid for their shares:

(1) The corporation shall, within twenty days after the expiration of whichever
is applicable of the two periods last mentioned, institute a special proceeding
in the supreme court in the judicial district in which the office of the
corporation is located to determine the rights of dissenting shareholders and to
fix the fair value of their shares. If, in the case of merger o consolidation,
the surviving or new corporation is a foreign corporation without an office in
this state, such proceeding shall be brought in the county where the office of
the domestic corporation, whose shares are to be valued, was located.

(2) If the corporation fails to institute such proceeding within such period of
twenty days, any dissenting shareholder may institute such proceeding for the
same purpose not later than thirty days after the expiration of such twenty day
period. If such proceeding is not instituted within such thirty day period, all
dissenter's rights shall be lost unless the supreme court, for good cause shown,
shall otherwise direct.

(3) All dissenting shareholders, excepting those who, as provided in paragraph
(g), have agreed with the corporation upon the price to be paid for their
shares, shall be made parties to such proceeding, which shall have the effect of
an action quasi in rem against their shares. The corporation shall serve a copy
of the petition in such proceeding upon such dissenting shareholder who is a
resident of this state in the manner provided by law for the service of a
summons, and upon each nonresident dissenting shareholder either by registered
mail and publication, or in such other manner as is permitted by law. The
jurisdiction of the court shall be plenary and exclusive.

(4) The court shall determine whether each dissenting shareholder, as to whom
the corporation requests the court to make such determination, is entitled to
receive payment for his shares. If the corporation does not request any such
determination or if the court finds that any dissenting shareholder is so
entitled, it shall proceed to fix the value of the shares, which, for the
purposes of this section, shall be the fair value as of the close of business on
the day prior to the shareholders' authorization date. In fixing the fair value
of the shares, the court shall consider the nature of the transaction giving
rise to the shareholder's right to receive payment for shares and its effects on
the corporation and its shareholders, the concepts and methods then customary in
the relevant securities and financial markets for determining fair value of
shares of a corporation engaging in a similar transaction under comparable




                               Exhibit B - Page 3
                                       29


circumstances and all other relevant factors. The court shall determine the fair
value of the shares without a jury and without referral to an appraiser or
referee. Upon application by the corporation or by any shareholder who is a
party to the proceeding, the court may, in its discretion, permit pretrial
disclosure, including, but not limited to, disclosure of any expert's reports
relating to the fair value of the shares whether or not intended for use at the
trial in the proceeding and notwithstanding subdivision (d) of section 3101 of
the civil practice law and rules.

(5) The final order in the proceeding shall be entered against the corporation
in favor of each dissenting shareholder who is a party to the proceeding and is
entitled thereto for the value of his shares so determined.

(6) The final order shall include an allowance for interest at such rate as the
court finds to be equitable, from the date the corporation action was
consummated to the date of payment. In determining the rate of interest, the
court shall consider all relevant factors, including the rate of interest which
the corporation would have had to pay to borrow money during the pendency of the
proceeding. If the court finds that the refusal of any shareholder to accept the
corporate offer of payment for his shares was arbitrary, vexatious or otherwise
no in good faith, no interest shall be allowed to him.

(7) Each party to such proceeding shall bear it sown costs and expenses,
including the fees and expenses of its counsel and of any experts employed by
it. Notwithstanding the foregoing, the court may, in its discretion, apportion
and assess all or any part of the costs, expenses and fees incurred by the
corporation against any or all of the dissenting shareholders who are parties to
the proceeding, including any who have withdrawn their notices of election as
provided in paragraph (e), if the court finds that their refusal to accept the
corporate offer was arbitrary, vexatious or otherwise not in good faith. The
court may, in its discretion, apportion and assess all or any part of the costs,
expenses and fees incurred by any or all of the dissenting shareholders who are
parties to the proceeding against the corporation if the court finds any of the
following: (A) that the fair value of the shares as determined materially
exceeds the amount which the corporation offered to pay; (B) that no offer or
required advance payment was made by the corporation; (C) that the corporation
failed to institute the special proceeding within the period specified
therefore; or (D) that the action of the corporation in complying with its
obligations as provided in this section was arbitrary, vexatious or otherwise
not in good faith. In making any determination as provided in clause (A), the
court may consider the dollar amount or the percentage, or both, by which the
fair value of the shares as determined exceeds the corporate offer.

(8) Within sixty days after the final determination of the proceeding, the
corporation shall pay to each dissenting shareholder the amount found to be due
him, upon surrender of the certificates for any such shares represented by
certificates.

(i) Shares acquired by the corporation upon the payment of the agreed value
therefore or of the amount due under the final order, as provided in this
section, shall become treasury shares or be cancelled as provided in section 515
(Reacquired shares), except that, in the case of a merger or consolidation, they
may be held and disposed of as the plan of merger or consolidation may otherwise
provide.

(j) No payment shall be made to a dissenting shareholder under this section at a
time when the corporation is insolvent or when such payment would make it
insolvent. In such event, the dissenting shareholder shall, at his option:




                               Exhibit B - Page 4
                                       30




(1) Withdraw his notice of election, which shall in such event be deemed
withdrawn with the written consent of the corporation; or

(2) Retain his status as a claimant against the corporation and, if it is
liquidated, be subordinated to the rights of creditors of the corporation, but
have rights superior to the non-dissenting shareholders, and if it is not
liquidated, retain his right to be paid for his shares, which right the
corporation shall be obliged to satisfy when the restrictions of this paragraph
do not apply.

(3) The dissenting shareholder shall exercise such option under subparagraph (1)
or (2) by written notice filed with the corporation within thirty days after the
corporation has given him written notice that payment for his shares cannot be
made because of the restrictions of this paragraph. If the dissenting
shareholders fails to exercise such option as provided, the corporation shall
exercise the option by written notice given to him within twenty days after the
expiration of such period of thirty days.

(k) The enforcement by a shareholder of his right to receive payment for his
shares in the manner provided herein shall exclude the enforcement by such
shareholder of any other right to which he might otherwise be entitled by virtue
of share ownership, except as provided in paragraph (e) and except that this
section shall not exclude the right of such shareholder to bring or maintain an
appropriate action to obtain relief on the ground that such corporate action
will be or is unlawful or fraudulent as to him.

(l) Except as otherwise expressly provided in this section, any notice to be
given by a corporation to a shareholder under this section shall be given in the
manner provided in section 605 (Notice of meetings of shareholders).

(m) This section shall not apply to foreign corporation except as provided in
subparagraph (e)(2) of section 907 (Merger or consolidation of domestic and
foreign corporations).


                               Exhibit B - Page 5
                                       31