Exhibit 10.32



                       CONSULTING AND ASSISTANCE AGREEMENT


AGREEMENT  dated this ____ day of April,  1999, by and between  SURGICAL  SAFETY
PRODUCTS,  INC., a Florida corporation with a principal place o business at 2018
Oak Terrace, Sarasota, Florida 34231 (hereinafter the "Company"), and THE KORITZ
GROUP,  LLC,  a  Connecticut  limited  liability  company  in  formation  with a
principal place of business at 48 Old Mill Road,  Greenwich,  Connecticut  06831
(hereinafter "Koritz").

                                   WITNESSETH:

WHEREAS,  Koritz  is,  inter  alia,  engaged  in the  business  of  identifying,
reviewing, analyzing,  structuring and implementing various and diverse business
and financial relationships and transactions on behalf of its clients;

WHEREAS,  the  Company has  expressed  an interest  in  retaining  Koritz,  on a
non-exclusive  basis,  to provide  consulting  services in  connection  with the
review,  analysis,  structure and , if feasible,  implementation  of various and
diverse business and financial relationships and transactions; and

WHEREAS,  Koritz is prepared to use its best  efforts,  expertise and network of
clients and contacts to provide said consultation services to the Company.

NOW, THEREFORE, in consideration of the mutual covenants contained,  herein, the
parties hereto agree as follows:

1.    Engagement

     A. The Company hereby engages Koritz,  and Koritz hereby accepts to be come
engaged by the Company,  as a  Consultant  to seek to "assist" ( as such term is
hereinafter defined) the Company in accomplishing the following tasks:

            (a)  initially  raise  equity or debt  financing  in an amount up to
Fifteen  Million  ($15,000,000.00)  Dollars,  either  in lump  sum or in  staged
financing,  as the case may be, and to thereafter raise equity or debt financing
as the Company may request ("Investment Financing");

            (b) arrange trade financing for the production,  sale, lease, rental
or other disposal of its products and services ("Trade Financing"); and

            (c) arrange a sale, a merger, a consolidation of the Company,  joint
ventures or strategic  alliances with other  appropriate  businesses  ("Business
Arrangements").

     B. For the Purpose of this Agreement,  as ti concerns  Koritz'  activities,
"assist" will mean the  introduction  of a party to the  Company,  as


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evidenced  in a writing from  Koritz,  from whom the Company has not  previously
obtained investment or trade financing,  with whom the Company is ;not presently
in ;negotiation  with for such financing or with whom the Company  otherwise has
not done business with and at the request and direction of the Company to assist
the Company in structuring and negotiating an arrangement  with such a party. If
the Company obtained financing from, is in negotiation with any party introduced
by Koritz or otherwise  has done  business  with such a party,  the Company will
provide evidence of such prior business to Koritz upon its written  notification
of such party.


2. Scope of Services and  Non-Exclusivity.  It is understood  and agreed between
the parties that:


            (a) Koritz  will work in concert  with the Company , at each time at
the Company's  request,  to identify  sources of capital and potential  business
relations  with the  objective of  arranging  meetings  and  thereafter,  at the
Company's request and expense, participate in such meetings, for:


                  (i) Investment  Financing with such parties as venture capital
firms,  institutional  and strategic  investors and investment  banks and others
potentially  interested  in effecting or  facilitating  an  investment  into the
Company;

                  (ii)  Trade  Financing  with  such  parties  as  leasing-  and
insurance companies and other finance companies; and

            (b) the Company  will use its best  efforts to assist and  cooperate
with  Koritz in the  performance  of its duties  hereunder,  including  promptly
providing all information and documentation reasonably requested by Koritz;

            (c) Koritz may provide its  services at those times (day or evening)
and from those  locations  (via  telephone,  telefax  and/or e-mail) as mutually
agreed between Koritz and the Company; and

            (d) the  Company  may  engage  other  third  parties to assist it in
raising and/or  providing  investment or trade financing and arranging  business
arrangements.

4.    Success Fee.

     A. Unless otherwise  specifically agreed in writing between the parties, in
consideration  for the consulting  services to be rendered by Koritz  hereunder,
the Company  will pay Koritz a fee (the  "Success  Fee") if Koritz  successfully
assists the Company to:


            (a) secure Trade Financing,  a Success Fee equal to two and one-half
(2.5%)percent of the aggregate amounts of such Trade Financing,  payable in cash
each time and for so long as the Company avails itself of such Trade Financing;

            (b) arrange Business Arrangements,  a Success Fee equal to ten (10%)
percent  of the value of each such  Business  Arrangement,  payable  in the same
currency  (cash or in kind, as the case may be) at each closing  thereof and /or
thereafter as the Company and/or its shareholders receive


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remuneration   and/or   benefits   deriving  from  such  Business   Arrangement.
Notwithstanding  the  foregoing,  if the value of a business  Arrangement is not
readily  ascertainable at each closing thereof,  as Koritz in its sole judgement
shall determine, the Success Fee due at such closing will be computed in arrears
over a period of sixty (60) months as of the end of each  anniversary  date from
the date of such  closing  and be paid on or before  the  fifteenth  (15th)  day
following each such anniversary date.

      B. All cash remuneration to which Koritz is entitled will be paid via wire
transfer into such bank account as Koritz may direct.

      C. The Company will be free to accept or reject any prospective Investment
Financing,  Trade  Financing  or  Business  Arrangement  Koritz  proposes  b  so
notifying  Koritz in writing.  Notwithstanding,  if the  Company  enters into an
arrangement for Investment  financing,  Trade Financing or Business  Arrangement
within one hundred  eighty (180) days  following its written notice of rejection
on terms and conditions less favorable to the Company (excluding  computation of
the Success  Fee),  the Company will pay Koritz the sum of One Hundred  Thousand
(100,000.00) Dollars at each such closing thereon.

5.  Investment  Financing.  In the event  Investment  Financing is secured,  the
Company will pay compensation equal to ten percent (10%) of the amount of equity
or debt raised as a success fee to the person or entity  placing  such equity or
debt;  provided  that  such  person  or  entity is  qualified  to  receive  such
compensation  in the state of residence of the  investor,  and in addition,  the
Company will issue warrants, exercisable at any time up to the last business day
of the thirty sixth (36th) month from the date of each such  closing,  and which
will  provide  that such person or entity will have the right to acquire  equity
securities  of the  Company of the same class and at the same price as the party
making the Investment Financing is entitled,  if any, each time up to the amount
of the Success Fee. The said warrant and underlying securities will be issued to
Koritz subject to usual and standard restrictions, such as restrictions pursuant
to Rule 144 under the Securities Act of 1933, as amended (the "Act"), and rights
and privileges, such as:

      (a)  pre-emptive  and  anti-dilution  rights;  in the event of a change or
adjustment  in or to the  Company's  capital  structure  and/or  total number of
outstanding  securities,  each warrant,  if and when issued,  and the underlying
securities will be subject to standard proportional dilution and, if provided to
other,  pre-emptive rights, and the appropriate proportional adjustments will be
made  in  the  number  and/or  kind  of  underlying  securities  for  which  the
unexercised portion of warrant may thereafter be exercised; and

      (b) piggy back registration;  if the party making the Investment Financing
is granted the right to register his/its securities,  such person or entity will
have the same right of registration at the Company's sole cost and expense.

5. Conflict.  The Company expressly understands that Koritz and/or its managers,
partners,  shareholders,  officers, directors, affiliates or representatives may
have an ownership interest in, be a director or officer of, or otherwise be in a
contractual  relationship  with a party (a) from  whom the  Company  may  obtain
Investment  Financing  or Trade  Financing,  (b) with whom the Company may enter
into a Business Arrangement,  or (c) from whom/which Koritz, et al., may receive
compensation independent of, and in addition to, the Success Fee due and payable
pursuant to this Agreement.  The Company hereby  expressly waives and all direct
or indirect conflict that may arise from any such  relationships;  provided that
in each instance the Company has been informed of its existence.


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6.    "No Shopping".

      A. In the event the Company  discloses  the  existence  or contents of any
letter of intent or other  documentation  procured  by Koritz in  respect of any
Investment Financing, Trade Financing or Business Arrangement to any third party
for the  purpose of  seeking  to obtain  financing  or  establishing  a business
relationship  without having first obtained  Koritz's written consent each time,
the  Company's  right  of  termination  will be  waived  until  Koritz  has been
compensated  as follows:  (a) this Agreement will remain in effect in accordance
with its  terms,  (b) any  third  party  to whom  unauthorized  information  was
disclosed,  directly or indirectly,  will be deemed Investment Financing,  Trade
Financing  or a Business  Arrangement,  as the case may be,  procured  by Koritz
pursuant  to this  Agreement,  and (c)  Koritz  will be  entitled  in each  such
instance to the Success Fee as herein provided.

      B. To prevent any such unauthorized disclosure,  the Company will make its
best efforts to exercise such control and take such actions as are necessary and
appropriate with respect to the officers, directors and employees of the Company
and related  companies  controlling,  controlled by or under common control with
the Company.

7.  Expenses.  Forthwith  upon its  submission  of an  invoice  therefor  to the
Company, the Company will reimburse Koritz for any pre-approved disbursements or
expenses  advanced by Koritz on behalf of the Company in the performance of this
Agreement.

8.    Confidentiality and Non-Circumvention.

      A. Each party will treat information  provided by the other party pursuant
to  this  Agreement  as  confidential  ( as  it  relates  to  the  Company,  the
"Confidential   Information";   as  it  relates  to  Koritz,  the  "Confidential
Contacts").  The recipient thereof will not, directly or indirectly (a) transfer
or disclose any Confidential  Information or Confidential  Contacts, as the case
may be,  to any third  party  (other  than its  representatives  as  hereinafter
provided or otherwise as required by law), (b) use any Confidential  Information
or Confidential Contacts, as the case may be, for any purpose other than for its
representatives without the prior written approval of the disclosing party.

      B.    As used herein:

            (a) as it relates to the Company,  "Confidential  Information"  will
include,  regardless of the medium, all confidential and proprietary information
so marked when disclosed,  including financial data,  research,  know-how,  test
data, technology,  and other trade secrets relating to the Company, furnished or
made  available by the Company.  Notwithstanding  the  foregoing,  the Company's
Confidential  Information will not include  information  Koritz can evidence was
prior to its  receipt  (i) in the  public  domain  (other  than as a result of a
breach of this Agreement),  (ii) in Koritz's possession,  or (iii) independently
known  through a party  other  thank  the  Company,  which  party has no duty of
confidentiality and otherwise has the right to disclose same; and

            (b) as it relates to Koritz,  "Confidential  Contacts"  will include
any person,  firm or entity with whom/which Koritz has contact or done business,
except any Confidential  Contact from whom/which the Company can evidence it has
previously obtained  Investment  Financing or Trade Financing or with whom/which
it has  otherwise  done  business,  as the case may be, prior to the date Koritz
makes such Confidential Contact available to the Company.



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      C. Except as specifically  agreed to in writing  between the parties,  the
Company agrees it will not, directly or indirectly without first having obtained
Koritz' written consent: (a) negotiate or enter into, or attempt to negotiate or
enter into, any agreement, covenant or understanding,  written or oral, with any
Confidential  Contacts in regard to  Investment  Financing,  Trade  Financing or
Business  Arrangements,  nor (b) advise others to utilize Confidential  Contacts
for investment or trade finance or business arrangements,  nor (c) deal directly
or interfere with,  circumvent,  frustrate or otherwise impede in any manner the
relationship of Koritz with any Confidential Contacts.

     D. The recipient of any Confidential Information and Confidential Contacts,
as the case may be:

            (a) will take all necessary or appropriate action to (i) protect the
Confidential Information or the Confidential Contacts, as the case may be, which
standard of protection  will be no less  stringent  than it takes to protect its
own proprietary and  confidential  information,  and (ii) prevent its employees,
agents  and/or  representatives  from acting in a manner  inconsistent  with the
terms of this Agreement; and

            (b)   may   disclose   same   to  its   employees,   agents   and/or
representatives having a need for access thereto by virtue of his/its employment
or engagement by recipient,  and who/which have been  instructed as to, and have
agreed in writing to be bound by, the terms and  conditions of this Agreement or
other  agreement no less stringent than herein set forth prior to the disclosure
of the Confidential Information or Confidential Contacts, as the case may be.

9.  Equitable  Relief.  Each party  hereto  agrees  that any  violation  of this
Agreement  by one party will result in  irreparable  injury to the other  party,
because the  Confidential  Information,  as it  concerns  the  Company,  and the
Confidential  Contacts,  as it  concerns  Koritz,  and the  fruits  thereof  are
valuable  in ways not  susceptible  to full and  accurate  valuation  or have an
adequate  remedy at law in the event the other party  breaches the provisions of
this Agreement. Accordingly, the Company and Koritz, as the case may be, will be
entitled to injunctive  relief or other equitable  remedy (without the necessity
of posting a bond) to prevent, curtail or enforce any such breach, threatened or
actual, or the performance of this Agreement. The foregoing will be in addition,
and without  prejudice,  to such other rights as the Company and Koritz may have
law or in equity.  The parties  each  acknowledge  and agree that the  covenants
contained  herein  are  necessary  for  the  protection  of  the  other  party's
legitimate business interest, and are reasonable in scope.

10.  Indemnification.  The Company and Koritz will indemnify and hold each other
and their  respective  directors,  employees,  agents and  controlling  persons,
harmless from and against any and all losses, claims,  damages,  liabilities and
expenses,  joint or  several,  including  all  reasonable  fees and  expenses of
counsel,  whether or not resulting in any liability  relating to or arising from
any acts  taken by Koritz  and the  Company,  as the case may be,  for the other
pursuant  to this  Agreement;  provided,  however,  that  neither the Company no
Koritz will not be responsible for any losses, claims,  damages,  liabilities or
expenses relating to or arising from the other's gross negligence or intentional
wrongdoing.  Nothing in this  Agreement  will be  interpreted so as to create an
agency between the Company and Koritz, nor will Koritz or the Company act in any
manner so as to bind the other  vis-a-vis  third  parties  without  first having
obtained the other party's written consent.




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12    Termination.

      A. Either  party may  terminate  this  Agreement  upon five (5) days prior
written notice to the other party.

      B.    As of the date that termination of this Agreement becomes effective:

            (a)   Koritz will forthwith cease to perform its duties hereunder;

            (b) the Company  will pay, or complete  the payment of, each Success
Fee and issue  warrants due or to become due and owing to Koritz for it services
rendered prior to termination of this Agreement to, and the  permissible  use of
Confidential  Contacts by the Company prior to and following termination of this
Agreement, together with any outstanding invoices for approved expenses; and

            (c)  Notwithstanding  anything to the contrary contained herein, the
provisions  of  this  Agreement  relating  to the  payment  of  fees,  warrants,
expenses, confidentiality,  and their enforcement,  indemnification and evidence
of transactions will survive termination of this Agreement.

13. Evidence of Transactions. The Company will provide Koritz with copies of all
documents  relating to any potential or completed  transaction  relating to this
Agreement forthwith upon its receipt or creation, and will keep Koritz appraised
of all communications and financial information relating to such transaction.

16.   Arbitration.

      A. Any  controversy or dispute  arising out of or in connection  with this
Agreement,  or the  breach  thereof  ("Dispute"),  will be  finally  settled  by
arbitration conducted in accordance with the Commercial Arbitration Rules of the
American  Arbitration  Association  ("AAA")  in  effect at that  time.  Any such
arbitration  will take  place in the City of New York,  New York  before one (1)
arbitrator;  however, if the parties hereto disagree as to such appointment, the
arbitration will be before three (3)  arbitrators,  one of whom to be designated
by the  Company,  one  by  Koritz  and  the  third  by the  two  arbitrators  so
designated. All of the arbitrators so designated will be practicing attorneys in
the  State of New  York,  but  none  need be  designated  from any list or panel
published by the AAA or any other arbitration  association.  The decision by the
arbitrators  will  state the  reasons  for the award,  and will be  binding  and
conclusive  upon the parties,  their  successors  and assigns,  all of whom will
comply  with such  decision  in good faith as if it were a final  decision  of a
court.  Each party hereby submits itself to the  jurisdiction of the appropriate
courts in the City of New York,  New York for the entry of judgment with respect
to the decision of the  arbitrators  hereunder.  Notwithstanding  the foregoing,
judgment upon the award may be entered in any court having jurisdiction thereof.

      B. The  arbitrators  will have the power to (i)  order the  production  of
documents  under  the New York  Rules  of  Civil  Procedures  by one  party  for
inspection and reproduction by the other party,  (ii) in addition to damages and
other remedies available at law, grant preliminary  and/or permanent  injunctive
relief, and (iii) order specific performance and/or other equitable relief.

      C. Notwithstanding  anything to be contrary contained in this Agreement, a
party may seek  equitable  relief in court until such time as the  arbitrator(s)
have been appointed as set forth above.



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17.   Costs.

      A. In the event of a Dispute leading to arbitration or a court  proceeding
as set forth  hereinabove,  the losing party will reimburse the prevailing party
its "Costs" (as  hereinafter  defined).  As used  herein,  the term "Costs" will
include reasonable attorneys' fees and costs of arbitration or court recovery of
a money  award and other  relief  (including,  but not  limited  to,  settlement
negotiations), and all costs of preparing for and pursuing claims or defenses or
both, as the case may be, including, but not limited to, gathering and compiling
evidence,  witness fees and travel and related costs, document reproduction,  as
well as costs incurred in determining the  reasonableness of attorneys' fees and
executing  the  award or the  settlement  agreement,  as the  case  may be.  The
arbitrators will, in the first instance, include Costs of the arbitration in the
award,  and the  arbitrator or the courts,  as the case may be, will adjudge any
other Costs on the basis of the Dispute as a whole.

      B. If the  arbitrators  or the court  determines  that:  (i) neither party
prevailed,  each  party  will  bear  it's  own  Costs;  or (ii) if a party  only
partially prevailed,  such partially prevailing party will be awarded a pro-rata
portion of its Costs.

18. Notice. Any notice or other communication required or authorized to be given
by either party to the other  hereunder  will be deemed given by either party to
the other  hereunder  will be deemed  given when  received  in  writing,  either
personally or by registered mail, telex, telegraph, cable or telefax (postage or
other  charges  prepaid),  addressed  as first  above  written  or to such other
address as a party has given  notice in like  manner.  Any notice give to Koritz
will also be given to Gregory  Harmer,  Esq.,  Robinson & Cole,  LLP,  Financial
Centre, 695 Main Street, Stamford,  Connecticut 06904-2305, and any notice given
to the Company will also be given to ___________________________________________
-----------------------------------------------------------------------.

19.  Entire  Agreement.   This  Agreement  contains  the  entire  agreement  and
understanding  between the parties  hereto  with  respect to the subject  matter
hereof,  and merges and  supercedes  all prior  discussions  and  writings  with
respect hereto.  No  modifications or alterations of this Agreement or waiver of
any of its provisions  will be effective  unless made in writing,  and signed by
each party hereto.

20.  Governing  Law.  This  Agreement  will  be  governed  by and  construed  in
accordance  with the laws of the  State of New York  (without  giving  effect to
principles of conflicts of laws.)

21. Cooperation. Each party hereto agrees to execute all documents and take such
actions as are appropriate or may be reasonably  requested by the other party so
as to  effectuate  the terms and discharge  the  responsibilities  of such party
under this Agreement.

23.  Miscellaneous.   This  Agreement  may  be  executed  in  counterparts.   No
representations  relating to the subject matter of this Agreement have been made
or relied upon by any party that is not set forth herein. This Agreement may not
be  assigned by either  party  without  the prior  written  consent of the other
party.  Notwithstanding  the  foregoing,  Koritz may assign this  Agreement to a
person, firm or entity  controlling,  controlled by or under common control with
Koritz. The invalidity or  uneforceability  of any particular  provision of this
Agreement  will not  affect the other  provisions,  and this  Agreement  will be
construed  in all respects as if such invalid or  unenforceable  provision  were
omitted.

NOW,  THEREFORE,  the parties hereto have executed this Agreement as of the date
first above written.



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SURGICAL SAFETY PRODUCTS, INC.

By: /s/ FRANK CLARK
--------------------------------
           Frank Clark,
      President & CEO


THE KORITZ GROUP, LLC

By: /S/BJORN KORITZ
------------------------------
      Bjorn Koritz