EXHIBIT 10.33
                           KJS Investment Corporation
                 14010 Clubhouse Cir. Suite 1007 Tampa, Fl 33624
                                        (813) 265-2243

April 29, 1999

Mr. Frank M. Clark
President/CEO
Surgical Safety Products, Inc.
2018 Oak Terrace
Sarasota, Fl 34231

Dear Frank:

I enjoyed  meeting  with you and your  management  team  discussing  the  future
potential  of  Surgical  Safety  Products,  Inc.  (the  Company).  I believe the
existing  business  with a few strategic  alterations  will make for an exciting
story to convey to the capital  markets.  In this  regard,  the  following is an
overview  of my  services  and  cost  associates  with the  development  of your
comprehensive business plan, as well as accessing the capital markets for growth
capital.

Phase I

Through extensive assistance with Company management, KJS Investment Corporation
(KJS) will help direct Surgical Safety  Products,  Inc. moving forward.  In this
regard,  KJS will make  recommendations  in positioning of the business plan for
distribution to the capital markets.  These recommendations will include but not
be limited to possible business  combinations,  mergers,  compressed  timelines,
etc.

Phase II



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1.   KJSwill identify the appropriate financial  institutions and distribute the
     final business plan accordingly.

2.   KJSwill  analyze  all of the  initial  feedback  received  from the capital
     markets and will be instrumental in arranging  meetings between the parties
     in which KJS representatives will attend.

3.   KJSwill evaluate  proposals received and provide management and analysis of
     each proposed  transaction.  KJS will also assist in the negotiations  with
     these financial institutions as deemed appropriate.

The cost of services will be based on developing and  distributing  the plan. We
estimate the cost for  professional  hours to be incurred  related to Phase I to
approximate $5,000, plus any out-of-pocket travel expenses (with approval by the
Company).  This estimate was given based upon our  discussions  to date,  and is
also  dependent  upon your  continued  efforts  in the  process  and  receipt of
comprehensive  information  as requested.  However,  if the Company=s  strategic
goals are modified throughout the process, Phase I cost may deviate accordingly.

To offset the cost associated with Phase II of this engagement, KJS will receive
an  equity  position  in  Surgical  Safety  Products,  Inc.  (based  on  current
valuations)  totaling 1.5% of the total dollars raised from the capital  markets
in the form of a spin-off IPO of the Company=s Oasis division. Further, KJS will
take payment of 10% of any mezzanine  financing  done prior to the completion of
the initial IPO of the Company by any source introduced by KJS.

In order for us to start this process,  we will require that you sign, date, and
return one of the two  originals  along with a retainer of $5,000  which will be
applied to cover  expenses  incurred in this  engagement  by KJS. To fulfill the
retainer  requirements,  KJS will accept a partial payment of 7000 shares of the
Company=s  common stock  trading  under the ticker symbol of SURG with a current
bid  price  of  $.50.  In  addition,  upon  introduction  of a  minimum  of five
institutional  funding  sources KJS will receive the remaining  retainer in cash
($1,500).

As a  condition  precedent  to this  engagement,  the  undersigned  specifically
acknowledges  and agrees that the work  performed  by KJS for the Company is for
the  exclusive use and benefit of the Company,  and thereby does not  constitute
any representation,  proposal or service for any person or entity other than the
Company and that any information  provided or services  preformed by KJS are not
to be relied on by any person or entity in dealing  with the  Company  and shall
not form the basis for any claim, including any possible claim for negligence or
pursuant to any securities laws by anyone against KJS Investment Corporation.

I look forward to working with you in completing  this project.  If you have any
questions  or  require   clarification,   please  feel  free  to  contact  me  @
813-265-2243.

Sincerely,

/s/ Kevin Sakser
----------------
Kevin Sakser
President/CEO
KJS Investment Corp.

Signed this 5 Day of _April____ 1998
Acknowledged: /s/ Frank Clark
              ---------------
Title  ___CEO____