EXHIBIT 10.54

                            QUANTUM INTERNET SERVICES
                           BRANDED SERVICES AGREEMENT

THIS AGREEMENT  ("Agreement")  is made and entered into this 6th day of October,
2000, by and between QUANTUM INTERNET  SERVICES,  INC., a Minnesota  corporation
("Quantum") and Surgical Safety Products, Inc. ("Surgical Safety Products Inc.")
or "VIP".

                              W I T N E S S E T H:

           WHEREAS,  Quantum is an Internet  access  provider  with  proprietary
technology,  software, systems, and engineering internally developed or licensed
from others; and

           WHEREAS,  VIP  is  a  marketing  company,   communications   company,
telecommunications  carrier or other  company which desires to offer an Internet
access product to its subscribers, clients, customers and prospects; and

           WHEREAS,  VIP  desires to market  Internet  services  in the  markets
selected by VIP and as  disclosed to Quantum on  Attachment  B attached  hereto,
updated from time to time, and other  geographical and vertical markets selected
by VIP in conjunction  with the sales forecast as set forth on Attachment B, all
such  markets to be approved and accepted by Quantum in writing and updated from
time to time under this Agreement (the "Markets"); and

           NOW,  THEREFORE,  in  consideration  of the  premises  and the mutual
covenants herein contained, it is hereby agreed as follows:

     1.  Relationship  of  the  Parties.  Quantum  appoints  VIP  to  act  as an
authorized  Internet service provider of Quantum's  Internet access services and
products subject to all of the terms and conditions herein.

     VIP  shall  be  responsible  for  exercising  effective  control  over  its
customers and shall offer and furnish such customer or subscriber billing (other
than necessary  usage  information to be supplied by Quantum) and other services
as it deems  appropriate.  VIP  shall be  responsible  to  collect  any  charges
pertaining  to customer or  subscriber  access fees,  as well as other  services
rendered by Quantum to VIP's customers and subscribers.

     Quantum and VIP intend  that VIP is an  independent  contractor.  The mode,
manner and method and means employed by VIP in the  performance of the terms and
conditions  of this  Agreement  shall be of VIP's  selection  and under the sole
control of VIP.  The  parties  acknowledge  that  personnel  employed  by VIP to
perform services under this Agreement are not Quantum  employees and VIP assumes
full  responsibility  for  their  acts.  VIP and  Quantum  acknowledge  that the
relationship  arising  from this  Agreement  is one of supplier and customer and
does not  constitute or create a general  agency,  joint  venture,  partnership,
employment relationship or franchise between



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them and neither party has the  authority to bind the other party,  and further,
neither  party  hereto  shall  represent  to any  third  persons  that  any such
relationship exists.

     2. Quantum's Responsibilities.  In connection with this Agreement,  Quantum
shall use its  reasonable  efforts  to  provide,  or cause to be  provided,  the
following  services and products to VIP and its customers and  subscribers  (the
"Services"):

          (a) Provide  customized  Internet  services  listed on  Attachment  A;
     including, but not limited to web development,  hosting, and Dial-Up access
     (the "Branded  Services").  This may also include branded dial-up  software
     (the "Branded  Software")  and branded  customer  service for customers and
     subscribers;  VIP  shall  bear the  costs  of  packaging,  duplication  and
     branding of the Branded;

          (b) Provide registration, mail and other servers sufficient to support
     the Branded Software customers;

          (c) Provide (i) a network  operations  center  adequately  staffed and
     equipped to provide  customer care for dial-up  customers,  Monday  through
     Sunday, 24 hours per day.

          (d) Provide the billing  information in a form and timeframe  mutually
     agreed upon by VIP and Quantum sufficient for VIP to bill its customers and
     subscribers;

          (e) Provide  network  monitoring and  engineering  for the network and
     maintain the network;

          (f) Provide  Internet  equipment  and backbone  infrastructure  at the
     Network Access Points ("NAP") to service  connections between the NAP's and
     VIP's Points of Presence ("POPs");

          (g)  Provide,  at the sole cost of VIP  (payment  shall be approved in
     advance by VIP and shall only include  out-of-pocket  expenses),  marketing
     support for the Branded Software, as mutually agreed by the parties hereto;

          (h) VIP agrees and acknowledges  that Quantum may, in provision of the
     Services,  utilize the services of one or more companies providing Internet
     backbone or network  services to provide some, but not all, of the services
     contemplated by this Agreement.

     3. VIP's Responsibilities.  In connection with this Agreement,  VIP assumes
the following responsibilities:

          (a)  Solicit  customers  and  subscribers  and  maintain a trained and
     capable  sales and support  organization  to solicit  customers and support
     Quantum to assure customer satisfaction;

          (b) Allocate  necessary  funding and  personnel to support the Branded
     Productmarketing, sales, and training which shall ensure the success of the
     commitments made by both parties hereto;



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          (c) Set prices for  products and  services  provided to its  customers
     independent of any prices charged by Quantum to VIP and its customers;

          (e) Provide  Quantum  with a monthly  forecast  (the  "Request")  that
     forecasts  four (4) months out, that  specifies the sales forecast for each
     type  of  Branded  Service.  Quantum  may  rely  on the  Request  to  build
     infrastructure to meet VIPs forecasted needs. The Request shall include, at
     a minimum,  a schedule of projected  volume of dial-up access customers and
     other information reasonably necessary for Quantum to project usage; VIP is
     not required to meet the monthly forecast.

          (f) During the term of this Agreement,  Quantum shall be VIP's primary
     "dial-up"  Internet  service  provider  in all  geographic  areas  in which
     Quantum has infrastructure. However, VIP shall have the right to enter into
     agreements  with third party  providers  for other  services not offered by
     Quantum,  including  Internet access services such as satellite,  cable and
     radio;

          (g) Take no action  inconsistent  with this Agreement,  and reasonably
     support Quantum's efforts in providing Internet service to the customers.

          (h) Provide sufficient personnel, consistent with the standards agreed
     to herein, to staff and support the Internet services provided hereunder;

          (i) VIP is responsible for timely  disconnection  of the access of any
     customer or subscriber.  This includes  deactivation  of the subscriber and
     closing the account in the billing system after  canceling).  Quantum shall
     have no liability for any problems relating to disconnection;

           4. Billing  Schedule.  Quantum shall provide products and services to
VIP's  customers  and charge VIP such prices as are set forth on  Attachment  A.
Such  pricing  shall not change  during the term of this  Agreement  without the
express written consent and mutual agreement of the parties.  Quantum shall bill
VIP each month for services  provided to VIP's  customers by Quantum on or about
the 1st day of each month.  All invoices are due upon receipt of invoice and are
in  arrears  ten (10) days from the date of the  invoice.  Unpaid  invoices  are
subject  to a  financing  charge of 18% per annum (to accrue ten (10) days after
such invoice is due) on any outstanding  balance,  plus all reasonable  costs of
collection. Additional billing terms include:

          (a) Access is billed upon all activated customers for one or more days
     during the previous month; and

          (b) Hosting is billed on the basis of the number of  registrants as of
     the last day of the previous month (Attachment A); and

          (c)  Domain  registration  is  billed  on the  basis of the  number of
     registrations during the previous month.



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           5.   Trademarks  and  Related   Matters.   Quantum  may  provide  and
periodically update a list of marks ("Marks") which VIP may use, pursuant to the
terms of this  Agreement.  All rights,  title and  interest in and to such Marks
shall remain in Quantum (or those  licensing the Marks to Quantum) and VIP shall
not at any time challenge  Quantum's rights in and to said Mark or marks or seek
to obtain or obtain any rights therein. Any unauthorized use of the Marks by VIP
or any person employed by or contracting  with VIP, or any use not in compliance
with the rules and procedures  prescribed by Quantum relating to such use, shall
constitute  an  infringement  of  Quantum's  rights in and to the Marks and be a
material breach of this Agreement.

           VIP agrees that upon the expiration or termination of this Agreement,
VIP shall:

          (a) Not  thereafter  use any actual or similar  Marks in any manner or
     for any purpose; and,

          (b) Destroy all advertising and marketing materials,  forms, and other
     materials  containing  any Mark or  otherwise  identifying  or  relating to
     Quantum.

           Similar to Quantum,  VIP shall  periodically  provide  Quantum with a
list of VIP's logo, service and trademarks ("VIP Marks").  All rights, title and
interest in and to such VIP Marks shall  remain in VIP.  Quantum  shall abide by
the same terms, conditions and restrictions with respect to VIP Marks as Quantum
has imposed on VIP with respect to Quantum's Marks.

      6.  Confidentiality, Non-Disclosure, Trade Secrets & Intellectual Property
Rights.

          (a)  For   purposes  of  this   Agreement,   the  term   "Confidential
     Information" shall mean all documents,  information,  financial statements,
     agreements,  software programs, pricing information,  contracts,  know-how,
     inventories,  projections,  customer  names,  addresses and mobile numbers,
     customer   requirements,    materials,    details,   programs,    software,
     specifications,  techniques,  properties, methods, manufacturing processes,
     marketing and sales plans and  techniques,  employee lists and  information
     regarding  employees such as work habits,  skills,  and areas of expertise,
     products  and  services,  as well  as  future  and  proposed  products  and
     services,  and other data, or any combination  thereof,  whether or not the
     party who disclosed such Confidential  Information  ("Disclosing Party") is
     the owner of such Confidential Information, which is disclosed to the other
     party hereunder ("Receiving Party") by the Disclosing Party, whether or not
     such  information  is or is not  generally  known to the public or to other
     persons,  and  whether  or not  economic  value  may be  obtained  from its
     disclosure or use by others.

          (b) The Receiving  Party,  along with its employees and agents,  shall
     hold and maintain the Confidential  Information in strictest confidence and
     in trust for the sole and exclusive benefit of the Disclosing Party.





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          (c) The Receiving Party shall not,  without the prior written approval
     of the Disclosing  Party,  use for its own benefit,  nor for the benefit of
     others,  other  than in  connection  with this  Agreement,  nor  publish or
     otherwise disclose to others, or permit any use by others for their benefit
     or to  the  detriment  of the  Disclosing  Party,  any of the  Confidential
     Information.

          (d)  The  Receiving  Party  shall  carefully  restrict  access  to the
     Confidential   Information  received  from  the  Disclosing  Party  to  the
     officers, directors,  employees, partners, and professional advisors of the
     Receiving Party, who clearly need such access.  The Receiving Party further
     warrants and represents that it shall advise each of the persons to whom it
     provides  access to any of the  Confidential  Information  pursuant to this
     paragraph  that such persons are strictly  prohibited  from making any use,
     publishing or otherwise  disclosing to others,  or permitting others to use
     for their benefit or to the detriment of the Disclosing  Party,  any of the
     Confidential  Information  except as  required  in the  performance  of its
     duties hereunder.

          (e) The Receiving Party shall take all necessary action to protect the
     confidentiality of the Confidential Information,  except for its disclosure
     pursuant to paragraph (d) above,  and hereby agrees to be held  accountable
     to the  Disclosing  Party  for any  and all  losses,  damages,  claims,  or
     expenses  incurred or suffered by the  Disclosing  Party as a result of the
     Receiving Party's breach of this Section 6.

          (f) The Receiving  Party shall not solicit the  employment  of, or the
     termination  of  employment  with the  Disclosing  Party,  of any employee,
     officer, or director of the Disclosing Party.

          (g)  The  Receiving  Party   understands  and  acknowledges  that  any
     disclosure or  misappropriation  of any of the Confidential  Information or
     the  solicitation or employment of any employees,  officers or directors of
     the Disclosing Party is in violation of this Agreement and shall constitute
     a material  breach of the Agreement as well as  irreparable  business harm,
     the amount of which may be difficult to ascertain  and,  therefore,  agrees
     that the  Disclosing  Party  shall  have  the  right to apply to a court of
     competent  jurisdiction for an order restraining any such violation and for
     such other relief as the Disclosing Party shall deem appropriate. The right
     of the Disclosing Party to enjoin a violation of this Agreement is to be in
     addition to the remedies otherwise available to the Disclosing Party at law
     or in equity.

          (h) The Receiving  Party shall return to the  Disclosing  Party,  upon
     written demand, any and all records, notes, and other written,  printed, or
     tangible materials containing the Confidential  Information  immediately in
     the event of the termination of this Agreement; provided, however, that any
     failure by the  Disclosing  Party to request  the return of such  materials
     shall not affect the duties of the Receiving  Party as provided for in this
     Agreement.

          (i) The  foregoing  provisions  in this  Section 6 shall not  preclude
     Receiving Party's use or disclosure of any information which (i) was in the
     possession of Receiving  Party without  restriction as to use,  having been
     acquired  from a third  party or  developed  by  Receiving  Party  prior to
     receipt as confidential of the same or similar  information from Disclosing
     Party,  (ii) is or becomes  available from a public source on or after such
     receipt from Disclosing Party, or (iii)



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     is obtained by Receiving  Party from a third party not under an  obligation
     of  confidentiality  or other restriction with respect to use subsequent to
     such receipt from Disclosing Party.


          (j) Each party  represents  to the other party that it is the owner or
     licensee of all proprietary software and intellectual  property provided by
     such  party  under  the terms of this  Agreement.  To the  extent  that VIP
     requests Quantum to develop new software which is deemed proprietary by and
     to VIP then VIP shall own all rights and  interest  to such  software.  VIP
     does not own any rights to software which is  proprietary to Quantum,  even
     though VIP may have paid  reasonable  fees for  Quantum to  customize  such
     Quantum software for VIP's use while under this Agreement.

           7. Term & Termination Of Agreement; Liquidated Damages; Deposits. The
parties agree that the term of this  Agreement  shall  commence upon the date of
execution of this  Agreement set forth above and shall  continue for the term or
duration  set forth on  Attachment  A. This  Agreement  shall  automatically  be
renewed  for  additional  periods  of one  (1)  year  each,  without  additional
consideration,  unless  terminated  by either party  through  written  Notice of
Intention to  Terminate,  delivered  not less than ninety (90) days prior to the
end of the current  term.  Such Notice of  Intention  to  Terminate or any other
notices  to be given  hereunder  by either  party to the  other may be  effected
either by (i) personal  delivery in writing,  (ii)  telecopy or telex,  or (iii)
mail,  registered,  certified,  first class postage  prepaid with return receipt
requested.  Mailed  notices  shall be addressed to the parties at the  addresses
appearing  in the  signature  paragraph  of this  Agreement,  but each party may
change the address by written notice in accordance with this paragraph. Delivery
or service of any written notice or communication  shall be deemed completed (i)
if personally delivered, upon such delivery, (ii) if telexed or telecopied, upon
acknowledgment thereof, or (iii) if mailed, upon receipt by the other party, but
in any event within three business days after it is mailed.

           Either party may terminate  this  Agreement  "for cause" in the event
that the other party hereto breaches any material term of this Agreement.  Prior
to the  effectiveness  of such  termination  the party noticing the  termination
shall  first give the other  party a written  explanation  of the  breach  which
clearly describes the problem(s)  constituting cause; the other party shall then
have 60 days to correct  and cure the breach.  Should the breach be cured,  then
this  Agreement  shall  remain in full  force and  effect.  Notwithstanding  the
foregoing, in the event the breach is for the nonpayment of monies due and owing
Quantum  pursuant to this  Agreement,  VIP shall have 5 days to correct and cure
the breach.

           In the event of termination for cause, the  nonbreaching  party shall
have such rights and  remedies as are provided by this  Agreement or  applicable
law. In the event of a default by VIP, Quantum may, but need not, terminate this
Agreement. In the event Quantum terminates this Agreement, VIP agrees to pay the
following damages:


          (a) All  sums  due  and  owing  Quantum  pursuant  to  this  Agreement
     including fees to be invoiced for the month in which termination occurs;

          (b) All interest and other charges pursuant to this Agreement;



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          (c)  Quantum's  costs and  expenses  incurred in  enforcement  of this
     Agreement including, without limitation, legal fees and expenses; and

          (d) At the option of  Quantum,  in lieu of all  additional  and future
     damages hereunder,  liquidated damages in the amount of $10,000.00. Quantum
     and VIP agree that  damages for the balance of this term of this  Agreement
     are difficult to ascertain and the liquidated  damages set forth herein are
     a reasonably  approximation of the minimum damages Quantum will suffer as a
     result  of  VIP's  breach  of this  Agreement  and  does  not and  will not
     constitute a penalty.

           Quantum  reserves  the right,  from time to time,  during the term of
this Agreement,  to implement  retainer or deposit  policies with respect to VIP
and its subscribers in one or more of the following situations:


          (a) In instances where VIP has defaulted in its  obligations  pursuant
     to this Agreement and the amount in default  exceeded  $2,500;  even though
     VIP has cured and corrected such breach;

          (b) In instances  where VIP sells,  offers or  advertises  services to
     subscribers and potential subscribers at amounts less than the cost of such
     services as set forth in this Agreement;

          (c) In instances where Quantum has provided VIP two or more notices of
     default or breach during any 12 month period; and/or

          (d) Such other  circumstances where Quantum in its sole but reasonable
     judgment  determines  that the  prospect  of punctual  performance  of this
     Agreement on the part of VIP is impaired or hampered.

           All sections of this  Agreement  which by their nature should survive
expiration or termination  shall,  in fact,  survive  expiration or termination,
including, without limitation,  accrued rights to payment, warranty disclaimers,
limitations of liability, confidentiality and proprietary information.

      8.  LIMITATION OF LIABILITY.

           NOTWITHSTANDING  ANYTHING  CONTAINED IN THIS  AGREEMENT OR OTHERWISE,
NEITHER  QUANTUM NOR VIP SHALL BE LIABLE WITH  RESPECT TO ANY SUBJECT  MATTER OF
THIS AGREEMENT UNDER ANY CONTRACT,  NEGLIGENCE,  STRICT LIABILITY OR OTHER LEGAL
OR EQUITABLE  THEORY FOR ANY  INCIDENTAL,  CONSEQUENTIAL,  EXEMPLARY OR PUNITIVE
DAMAGES  OF ANY  KIND,  INCLUDING,  WITHOUT  LIMITATION,  LOSS OF DATA OR FILES,
PROFIT,  GOODWILL,  TIME,  SAVINGS  OR  REVENUE.  SOME  STATES  DO NOT ALLOW THE
EXCLUSION OR  LIMITATION OF INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES,  AND IN THAT
EVENT THE ABOVE  LIMITATION  AND  EXCLUSIONS  MAY NOT APPLY TO QUANTUM OR VIP IN
SUCH STATES.






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      9.  Electronic Communications Privacy Act Notice (18 USC 2701-2711).

QUANTUM MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR
INFORMATION  TRANSMITTED ON ITS NETWORK OR ANY NETWORK  ATTACHED TO ITS NETWORK.
Quantum shall not be liable for the privacy of e- mail  addresses,  registration
and  identification  information,  disk space,  communications,  confidential or
trade-secret  information,  or any other content stored on Quantum's  equipment,
transmitted over networks accessed by the Services,  or otherwise connected with
VIP's or end users' use of the Services.

      10. Warranty Disclaimer. VIP uses the Services provided hereunder at VIP's
own risk. Quantum, its employees,  affiliates,  agents,  third-party information
providers,  merchants,  licensors  and the like do not warrant that the Services
shall be  uninterrupted  or error free;  nor do they make any warranty as to the
results that may be obtained from use of the Services,  or as to the accuracy or
reliability of any content,  product,  service, or merchandise  provided through
the Services.  Quantum does not warrant that any access  number  provided to end
users for  connecting to the Services shall be a local call from end users' area
code and exchange.  THE SERVICES ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS.
NO  WARRANTIES,  EXPRESS OR IMPLIED,  INCLUDING,  BUT NOT BY WAY OF  LIMITATION,
THOSE  OF  MERCHANTABILITY,   FITNESS  FOR  A  PARTICULAR  PURPOSE  OR  OF  NON-
INFRINGEMENT,  ARE MADE WITH  RESPECT TO THE SERVICES OR ANY CONTENT OR SOFTWARE
THEREIN.  EXCEPT THAT THE CD-ROM  FUNCTIONS  AS INTENTED AND AGREED UPON BY BOTH
PARTIES.  SOME STATES DO NOT ALLOW  LIMITATIONS ON HOW LONG AN IMPLIED  WARRANTY
LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO VIP.

      11.  Indemnification.  VIP and Quantum  each agree to be  responsible  for
their own acts and those of their  subordinates,  employees  and  subcontractors
during  the  performance  of the work under this  Agreement.  Each party  hereby
indemnifies  the other  against  any and all  losses,  costs,  damages,  claims,
expenses or liabilities  arising from any breach of each party's obligations and
duties as set forth in this Agreement.


      12.  Dispute Resolution and Binding Arbitration.

          12.1 Any dispute  between the parties  relating to the  interpretation
     and enforcement of their rights and obligations  under this Agreement shall
     be resolved  solely by mediation and  arbitration  in  accordance  with the
     provisions of this Section 12.

          12.2  Adjustment and  Adjudication  of Disputes.  The parties shall be
     free to bring all  differences of  interpretation  and disputes  arising in
     connection  with this  Agreement to the  attention of the other at any time
     without prejudicing their harmonious relationship and operations hereunder,
     and the good offices and  facilities  of either party shall be available at
     all times  for the  prompt  and  effective  adjustment  of any and all such
     differences,  either by mail, telephone, or personal meeting under friendly
     and courteous circumstances.  Any controversy,  claim or breach arising out
     of or relating to this Agreement which the parties are unable to resolve to
     their mutual  satisfaction  shall be resolved in accordance with Paragraphs
     12.3, 12.4 and 12.5 below.



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          12.3  Initial  Mediation.  With  respect to any  dispute  between  the
     parties that is to be resolved by  arbitration  as provided in this Section
     12 the parties  shall  attempt in good faith first to mediate  such dispute
     and use their best  efforts to reach  agreement  on the matters in dispute.
     Within five (5) business days of the request of any party,  the  requesting
     party  shall  attempt to employ the  services  of a third  person  mutually
     acceptable  to the  parties  to  conduct  such  mediation  within  five (5)
     business days of the mediator's  appointment.  If the parties are unable to
     agree on such third person,  or, if on completion  of such  mediation,  the
     parties are unable to agree and settle the dispute,  then the dispute shall
     be referred to arbitration in accordance with this Section 12.

          12.4 Arbitration and Controversies.

          (a) Any dispute,  controversy or claim between the parties arising out
     of or relating to this Agreement, including, without limitation, any breach
     hereof or  interpretation  of any  provisions  of the  Agreement or related
     documents,  shall be settled by binding  arbitration in accordance with the
     commercial  arbitration  rules  of  the  American  Arbitration  Association
     ("AAA"),  as such rules  shall be in effect on the date of  delivery of any
     demand for  arbitration  utilizing THREE (3)  arbitrators.  The arbitration
     shall be held in Minneapolis,  Minnesota. The award of the arbitrator shall
     be in  writing,  shall  be  binding  upon  the  parties  hereto  and may be
     confirmed  and  entered  as a judgment  in the  Minnesota  District  Court,
     Hennepin  County.  The prevailing  party in any such  arbitration  shall be
     entitled to recover all costs and expenses  associated with the arbitration
     including reasonable attorneys fees as well as the fees and expenses of the
     arbitrators and the AAA administrative fees.


           13.  General.  Neither  this  Agreement  nor any  rights,  duties  or
obligations  hereunder  shall be  assignable  by VIP without  the prior  written
consent of Quantum, which consent shall not be unreasonably withheld. Similarly,
neither this Agreement nor any rights,  duties or obligations hereunder shall be
assignable by Quantum  without the prior written  consent of VIP,  which consent
shall not be unreasonably withheld.

          Neither  Quantum  nor VIP shall be held  liable for failure to fulfill
its obligations hereunder if such failure is due to causes beyond its reasonable
control (Force Majeure) including,  without  limitation,  actions or failures to
act of any third-party  upon whom Quantum or VIP reasonably  relies for services
(e.g.  LEC's,  IXC's,  etc.),  acts  of  God,  fire,  catastrophe,  governmental
prohibitions  or  regulations,   hackers,  national  emergencies,  riots,  wars,
strikes,  lockouts, work stoppages or other labor difficulties,  or other causes
reasonably  unforeseen  in the  normal  course  of  business.  The  time for any
performance  required  under  this  Agreement  shall be  extended  by the  delay
incurred as a result of any such act of Force  Majeure and both  Quantum and VIP
shall in no way be  responsible  for,  nor  liable  for,  any  damages or losses
incurred as a result of such act(s).

           The  entire  agreement  between  the  parties is incorporated in this
Agreement   (including  all  Attachments  hereto)  which  supersedes  all  prior
discussions  and agreements  between the parties  relating to the subject matter
herein.  This  Agreement  can be  modified  only in writing  when duly signed by
authorized representatives of both parties.




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             If  any  provision  of  this Agreement shall be held to be invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining provisions shall not in any way be affected or impaired thereby.

            If any term or provision hereof is illegal or invalid for any reason
whatsoever,  such illegality or invalidity  shall not affect the validity of the
remainder of this Agreement.

            This Agreement is  governed  by the laws of the  State of Minnesota.

           14. Miscellaneous.  VIP shall not publicize or disclose the existence
of this Agreement or its terms without the consent of Quantum,  and in the event
of such consent,  all press release  materials shall be reviewed and approved by
Quantum.  Quantum  will respond to all press  releases  provided by VIP within 2
business days of receipt via fax, e-mail or letter and confirmation by telephone
to give  Quantum a  reasonable  time frame to review  such press  releases.  The
failure of Quantum to  exercise in any  respect  any right  provided  for herein
shall not be deemed a waiver of any further rights hereunder  unless  disclosure
is required pursuant to rules of the Securities and Exchange Commission.

           15. Acknowledgments. VIP acknowledges that it has read this Agreement
and  understands  and  accepts the terms,  conditions  and  covenants  contained
herein.  Quantum expressly disclaims the making of, and VIP acknowledges that it
has not  received  or relied on, any  guaranty,  express or  implied,  as to the
amount  of  commissions  or other  revenue  that it may earn as a result  of its
activities pursuant to this Agreement.

           16. Notices And Payments.  All notices and payments made to VIP shall
be delivered to its address designated below, or as otherwise  designated by VIP
from time to time.  All  notices to Quantum  shall be  delivered  to its address
designated below, or as otherwise designated by Quantum from time to time.

           17.  Binding  Effect.  This  Agreement  is binding  upon the  parties
hereto,  their  respective  executors,  administrators,  heirs and successors in
interest.  All  obligations  by either party which  expressly or by their nature
survive the expiration or termination of this Agreement  shall continue in force
and effect  subsequent to and  notwithstanding  this  Agreement's  expiration or
termination  until such time that the  obligations  are  satisfied in full or by
their nature expire.

           18.  Warranties of Signators.  Each person  signing this Agreement on
behalf of a corporate  party or other entity hereto warrants and represents that
such person is duly  authorized  to bind said  corporate  party or entity to the
terms and conditions of this Agreement.

           19.  Captions  and  Interpretations.  Paragraph  titles  or  captions
contained herein are inserted as a matter of convenience and for reference,  and
in no way  define,  extend  or  describe  the  scope  of this  Agreement  or any
provision thereof.




<PAGE>



           20.  Counterparts.  This Agreement may be executed in counterparts by
the parties  hereto and shall become  effective and binding upon all the signing
parties at such time as all of the  required  signatories  hereto  have signed a
counterpart  hereof. All counterparts so executed shall constitute one agreement
binding  on all  signing  parties,  notwithstanding  that  all  parties  are not
signatories to the original or the same counterpart.  Each of the parties hereto
shall sign a sufficient  number of counterparts so that each party shall receive
a fully executed original hereof.

           21.  Facsimile  Signatures   The  parties  agree  that  signature  by
facsimile shall hereby be deemed an original  signature,  and fully binding upon
the parties hereto.

           IN WITNESS WHEREOF,  the parties have so agreed and made effective on
the date first- above written.


QUANTUM INTERNET SERVICES, INC.            (VIP): Surgical Safety Products Inc.


By: /s/ E. Michael Clough                  By: /s/ Pauline Parrish
    E. Michael Clough                          Pauline Parrish
Its:  President                            Its:  Chief Financial Officer

7901 Flying Cloud Drive, Suite 250         2018 Oak Terrace
Eden Prairie, MN  55344                               Sarasota, FL 34231
Telephone:  952-942-7650                   Telephone: 941-927-7874
Fax:  952-942-5938
E-mail: mike.clough@Quantumcomm.com         E-mail: pparrish@ssp-inc.com
        ---------------------------                 --------------------











<PAGE>



                            QUANTUM INTERNET SERVICES
                             VIP AGREEMENT ADDENDUM


In conjunction with a standard VIP build, Quantum  Communications will customize
the following to Surgical Safety Products Inc.


     *    QCG will  program  the install CD to launch SSP Inc.  advertising  and
          promotional content prior to potential client registering for internet
          access.

     *    The SSP Inc.  CD will  allow  the  potential  client to  register  for
          internet access as an option once SSP Inc. content has previously been
          launched.

Due to this  change  from  Quantum's  standard  build  process,  SS Inc.  may be
requested to provide Quantum:


     *    Complete electronic files with multimedia  information to be placed on
          CD. To also include an ISP registration function.


           Cost of customization is as follows.

           8 hours billed at 125.00 an hour

           Total additional charges                 1000.00

           Standard VISP Build                      14,995.00

           Total Combined                           15,995.00


           Total Due QCG                            15,995.00




<PAGE>




                                  Attachment A


                                   Price List

                 Surgical Safety products Inc. -October 5, 2000


                           Individual Dial-Up Access

Prices represent a monthly cost for unlimited dial-up Internet access usage from
a local POP, based upon the number of  subscribers  for which we bill the VIP in
any month.

<TABLE>
<S>                 <C>       <C>       <C>       <C>       <C>
Number of           1-        5,001-    10,001-   20,001-   50,000
Subscribers:        5,000     10,000    20,000    50,000    & More
9600 - 56K1         $14.25    $14.25    $13.50    $12.75    $12.00

E-mails             2         2         2         2         2
included

Additional E-       $ 1.25    $ 1.00    $ 0.75    $ 0.50    $ 0.25
mail

5MB PWS2            Incl.     Incl.     Incl.     Incl.     Incl.

Add'l 5MB           $ 2.50    $ 2.00    $ 1.50    $ 1.00    $ 0.50
PWS
</TABLE>

      Notes:
      156K analog service utilizes V.90 technology.

      2Personal Web Space



Customization Options

Customer Care Center: (Branded)


Quantum will provide VIP an "800" number for reaching Customer Care Center.


All  technical  support calls  terminate at the CCC.  Quantum shall not transfer
user calls to VIP. Furthermore,  VIP shall agree that all branded software shall
include a contact  telephone  number for users requiring  non-technical  support
such as  billing,  etc.  In the event that a user has  software  without  such a
telephone  number,  VIP's own customer  service  shall be the default  telephone
number that Quantum will provide to user.

          Service Fee: All support is included in the monthly access fee.




<PAGE>


          Includes: Staffed technical support 24 hours a day, 7 days per week.
          Includes: Statistical reports provided monthly.

Customized   Dial-up  Software   (dial-up  access  software  fully  branded  and
customized)


     Packaging - Media  production and packaging is available  through  Quantum,
     however, the VIP has the option to use the vendor of their choice.


     Registration - All registration screens (online) shall be branded per VIP.


     Website - A central,  customized for VIP,  Portal/Website that is the first
     thing to appear when  customers log on the Internet  will be provided.  The
     website  shall have links and graphics  specific to VIP, as well as all the
     basic information that users want at their fingertips.





One-time Startup Costs per Customization of our Services:

<TABLE>
<S>                                                         <C>
Customized Dial-up Program                                  - Included/Customized
Package Design & Layout                                     - Included/Customized
One Portal (Website)                                        - Included/Customized
Online Interactive Registration                             - Included
Authentication                                              - Included
E-Mail @ Branded Domain                                     - Included/Customized
Branded Customer Care Center                                - Included
Domain Registration and Hosting Sign-up Page                - Included
Portal Hosting                                              - Included
FTP Set-up                                                  - Included
Packaging & Production Set-up                               - Optional
Strategic Acct. Mgmt. & Project Management (Quantum tasks)  - Included
</TABLE>

Start up Costs Total                      $14,995



               Other Recurring Costs:


               CD-ROM Duplication and Packaging

               (Include Win 95/98 & Mac Operating Systems)


     Pricing available upon request if you want this provided.





<PAGE>




                                      Term

Initial Term: Thirty-six (36) months with automatic one (1) year renewals unless
written notice of termination is given to Quantum not less than 90 days prior to
the end of current term.

                           Taxes, Surcharges, and Fees

Prices listed above do not include federal, state, or local sales or uses taxes,
nor do they include  surcharges or fees,  which may be imposed by  governmental,
regulatory,  or other entities.  VIP shall be liable for any and all such taxes,
fees or surcharges  imposed upon Quantum in connection  with or arising from the
provision of products and/or services under the Agreement.