Exhibit 10.5


                                                                  EXECUTION COPY


                                IRREVOCABLE PROXY

         The undersigned stockholder (the "Stockholder") of Surgica Corporation,
a Delaware corporation (the "Company"), hereby irrevocably (to the fullest
extent permitted by law) appoints Protein Polymer Technologies, Inc., a Delaware
corporation ("Purchaser"), as the sole and exclusive attorney and proxy of the
undersigned, with full power of substitution and resubstitution, to vote and
exercise all voting and related rights expressly provided herein (to the full
extent that the undersigned is entitled to do so) with respect to (i) the
outstanding shares of capital stock of the Company owned of record by the
Stockholder as of the date of this Proxy, which shares are specified on the
final page of this Proxy, and (ii) any and all other shares of capital stock of
the Company which the Stockholder may acquire on or after the date hereof. (The
shares of the capital stock of the Company referred to in clauses "(i)" and
"(ii)" of the immediately preceding sentence are collectively referred to as the
"Shares.") Upon the undersigned's execution of this Proxy, any and all prior
proxies given by the undersigned with respect to any Shares are hereby revoked
and the undersigned agrees not to grant any subsequent proxies with respect to
the Shares at any time prior to the Termination Date (as defined below).

         This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to that certain Voting
Agreement of even date herewith, by and between Purchaser and the Stockholder,
and is granted in consideration of Purchaser entering into that certain Asset
Purchase Option Agreement (the "Option Agreement") which provides, upon the
terms and subject to the conditions set forth therein, the Purchaser the right
to purchase from the Company substantially all of the assets of the Company (the
"Acquisition") then existing or thereafter acquired through the date of the
exercise of the Option (as defined in the Option Agreement) for the purchase
price described in the Purchase Agreement (as defined in the Option Agreement)
attached thereto, between the Purchaser, its wholly-owned subsidiary, and the
Company. As used herein, the term "Termination Date" shall mean the earlier to
occur of the date (i) the Acquisition shall become effective in accordance with
the terms and provisions of the Purchase Agreement, or (ii) the Option Agreement
terminates in accordance with its terms without the exercise of the Option.

         The attorney and proxy named above, is hereby authorized and empowered
by the undersigned, at any time prior to the Termination Date, to act as the
undersigned's attorney and proxy to vote the Shares, and to exercise all voting
and other rights of the undersigned with respect to the Shares (including,
without limitation, the power to execute and deliver written consents pursuant
to Section 141 of the Delaware General Corporation Law), at every annual,
special or adjourned meeting of the stockholders of the Company and in every
written consent in lieu of such meeting: (i) in favor of approval and adoption
of the Acquisition and the Purchase Agreement and in favor of any matter that
could reasonably be expected to facilitate the Acquisition, (ii) against any
proposal for any Acquisition Transaction, other than the Acquisition, between
the Company and any person or entity (other than Purchaser or a wholly-owned
subsidiary of Purchaser) and (iii) against any other action or agreement that
would result in a breach of any covenant, representation or warranty or any
other obligation or agreement of the Company under the Option Agreement or
Purchase Agreement or which could result in any






of the conditions to the consummation of the Acquisition under the Option
Agreement or Purchase Agreement not being fulfilled.









                           [Signature page to follow]






         This Proxy shall be binding upon the heirs, estate, executors, personal
representatives, successors and assigns of the Stockholder (including any
transferee of any of the Shares).

Dated:  November 23, 2005
                                              /s/ Louis R. Matson
                                 ----------------------------------------------
                                           (Signature of Stockholder)

                                                Louis R. Matson
                                 ----------------------------------------------
                                          (Print Name of Stockholder)


                                 Number of shares of common stock of the
                                 Company owned of record as of the date
                                 of this proxy:

                                                  5, 732,000
                                 ----------------------------------------------

                                 Number of shares of preferred stock of the
                                 Company owned of record as of the date of this
                                 proxy:

                                                      0