Exhibit 10.47
                                 REVOLVING NOTE
                                                                    Renewal*
$100,000.00                SARASOTA FL                              06/07/00
                           (City)(State)                            (Date)

For value received, the undersigned (whether one or more, hereinafter called the
"Obligors")  promise(s)  to pay to the  order  of  SOUTHTRUST  BANK of  Florida,
National Association  (hereinafter called the "Bank" or, together with any other
holder of this note, the "Holder"),  at any office of the Bank in Sarasota,  FL,
or at such  other  place as the  Holder may  designate,  the sum of ONE  HUNDRED
THOUSAND AND NO/100 Dollars,  together with Interest thereon at the rate and one
the date(s)  provided below from the date of this note until maturity,  and with
interest on the aggregate  unpaid  principal and accrued interest after maturity
at the rate which is 2 percent per annum in excess of the rate  stated  below or
the maximum rate allowed by law,  whichever is less,  from  maturity  until said
aggregate indebtedness is paid in full.

X VARIABLE RATE

Interest  will accrue on the  above-stated  principal  sum at the rate per annum
which is 1.500  percentage  points in excess of the Base  Rate.  As used in this
note,  the term 'Base Rate' means the rate of  interest  designated  by the Bank
periodically  as its Base Rate. The Base Rate is not necessarily the lowest rate
charged  by the Bank.  The Base Rate on the date of this note is 9.500  percent.
The rate of interest  payable  under this note will change to reflect any change
in the Base  Rate:  X on any day the Base  Rate  changes.  ___On the day of each
month  thereafter.  _ on the day each  payment of  interest  is due as  provided
below. Obligors may prepay this note in full at any time without penalty.

FIXED RATE Interest will accrue on the above-stated principal sum at the rate of
_____ percent per annum from the date of this note until maturity.

The above-stated principal sum shall be paid In full:

X On August 12,2000.  on demand. on demand,  but if no demand is made, then on .
Accrued  Interest on the unpaid  balance of the  principal  sum shall be paid: X
monthly  on the 12th  day of each  month  beginning  JULY  12,  2000,  quarterly
beginning on ______________________, on the day of each month thereafter, and at
maturity.

Until the  earlier of  maturity  of this note,  or the  occurrence  of any event
giving Bank the right to accelerate  maturity of this note as provided below. or
written or oral notice to any Obligor of Bank's  election to terminate  the line
of credit (which notice Bank may give at its  discretion),  the  undersigned may
borrow hereunder.  prepay the principal sum in whole or in part without penalty,
and reborrow  hereunder,  so long as the aggregate unpaid  principal  balance of
such borrowings  does not exceed the principal  amount of this note at any time.
Bank may require that borrowings be made


                                       -1-

<PAGE>



only upon at 'east one banking day's written  notice to Bank.  For the privilege
of having such credit available, the undersigned agrees to pay Bank a commitment
fee of n/a percent per annum on the unused  portion of the principal sum of this
note, such fee to be calculated and payable as follows:

INTEREST the principal sum will be calculated at the rate set forth above on the
basis of a 360 day year and the actual number of days elapsed by multiplying the
principal  sum by the per annum rate set forth  above,  multiplying  the product
thereof  by We actual  number of days  elapsed,  and  dividing  the  product  so
obtained by 360.

LOAN FEE (this provision applicable only if completed): A loan fee in the amount
of $500.00  has been _____  advanced  to  Obligors as a loan under this note and
paid to the Bank x paid to the Bank by cash or check at closing. The loan fee is
earned by the Bank when paid and is not  subject to refund  except to the extent
required by law.

LATE  CHARGE:  If a payment  of the  principal  sum is late 10 days or more,  in
addition to interest after maturity as provided above. Obligors promise to pay a
late charge equal to one-half of one percent (1/2%) of the amount of the payment
which is late,  subject  to a minimum  late  charge  of $.50 and a maximum  late
charge of $250.00

         This note is secured by every security agreement,  pledge,  assignment,
stock power and/or mortgage covering personal or real properly (all of which are
hereinafter  included  in the  term  "Separate  Agreements")  which  secures  an
obligation so defined as to Include this note,  including without limitation all
such  Separate  Agreements  which are of even date herewith and delivered to the
Bank and/or  described  in the space  below.  In  addition,  as security for the
payment of any and all liabilities and obligations of the Obligors to the Holder
(including the Indebtedness evidenced by this note and all extensions, renewals,
and substitutions  thereof) and all claims of every nature of the Holder against
the Obligors,  whether present or future, and whether joint, several,  absolute,
contingent,  matured, unmatured,  liquidated,  unliquidated,  direct or Indirect
(all of the foregoing are hereinafter  included In the term  'Obligations")  the
Obligors hereby grant to the Holder a security Interest in and security title to
the properly described below: (Describe Separate Agreements and Collateral)

         AS FURTHER  DESCRIBED IN SECURITY  AGREEMENT DATED 06/07/00 AND ALSO AS
         DESCRIBED IN UCC FILING #970000107342, FILED 05/19/97.

         If this note is payable  on  demand,  or on demand but not later than a
stated date, all of the Obligations shall be due and payable in full upon demand
by Holder,  whether or not any default  described below has occurred and whether
or not the Holder  reasonably  deems  itself to be  insure.  If this note has no
provision for payment on demand, the following terms apply: If default occurs in
the payment of any of the Obligations  when due or with respect to any condition
or  agreement  contained  in  this  note;  or if for  any  reason  whatever  the
Collateral  shall cease to be  satisfactory  to the  Holder;  or in the event of
death (if an individual) or dissolution  (if a partnership or  corporation)  of,
insolvency  of,  general  assignment by, filing of petition under any chapter of
the Federal  Bankruptcy  code by or against,  filing of application in any court
for receiver, for judgment against, issuance of a writ of execution,  attachment
or garnishment against, or against any of the property of,


                                       -2-

<PAGE>



any Obligor or any Indorser or  guarantor  of this note;  or if there occurs any
default  or  event  authorizing   acceleration  as  contained  in  any  Separate
Agreement;  or if at any time in the sole  opinion of the  Holder the  financial
responsibility  of any Obilgor or any  Indorser or  guarantor of this note shall
become impaired;  then, if any of the foregoing occur, all unpaid amounts of any
and all of the Obligations shall, at the option of the Holder and without notice
or demand,  become  immediately  due and  payable,  notwithstanding  any time or
credit allowed under any of the  obligations or under any instrument  evidencing
the same.

         With respect to any and all Obligations, the obligors and any indorsers
of this note  severally  waive the  following:  (1) all rights of  exemption  of
property from levy or sale under  execution or other process for the  collection
of debts under the  constitution  and laws of the United  States or of any state
thereof; (2) demand, presentment,  protect, notice of dishonor, suit against any
party and all other requirements  necessary to charge or hold any Obligor liable
on  any  Obligation;  (3)  any  further  receipt  for or  acknowledgment  of the
Collateral  now or hereafter  deposited or  statement of  indebtedness;  (4) all
statutory  provisions and  requirements  for the benefit of any Obligor,  now or
hereafter  in force (to the extent  that same may be  waived);  (5) the right to
interpose  any  set-off  or  counterclaim  of any nature or  description  in any
litigation  in which the Holder and any Obligor  shall be adverse  parties.  The
Obligors  severally  agree that any  Obligations of any Obligor may from time to
time,  in  whole  or in  part,  be  renewed,  extended,  modified,  accelerated,
compromised,  discharged  or released by the Holder,  and any  Collateral,  lien
and/or right of set-off  securing any Obligation may from time to time, in whole
or in part, be exchanged,  sold, or released,  all without  notice to or further
reservations  of rights against any Obligor and all without in any way affecting
or releasing  the liability of any Obligor.  The Obligors  jointly and severally
agree to pay all  filing  fees and  taxes in  connection  with  this note or the
Collateral  and all costs of  collecting or securing or attempting to collect or
secure any  obligations,  including a reasonable  attorney's fee if an attorney,
not a salaried  employee of the Holder,  is consulted  with reference to suit or
otherwise.

         The Obligors shall be jointly and severally liable for all indebtedness
represented  by this  note  and  have  subscribed  their  names  hereto  without
condition  that anyone else should sign or become  bound  hereon and without any
other condition  whatever being made. The provision  printed on the back of this
page are a part of this note.  The  provisions  of this note are  binding on the
heirs,  executors,  administrators,  assigns  and  successors  of each and every
Obligor  and shall  inure to the  benefit  of the  Holder,  its  successors  and
assigns. This note is executed under the seal of each of the Obligors and of the
Indorsers, If any.

*This is a renewal of a note that matured.  1/1/00.

                                          SURGICAL SAFETY PRODUCTS, INC.

No. 7301868-00002                         By /s/ G Michael Swor
                                             --------------------------
                                             PRESIDENT/DIRECTOR    Title
                                             G. MICHAEL SWOR

Officer: B. EDWIN WYATT, JR.
Signature  /s/ B. EDWIN WYATT, JR.               (SEAL)
Branch: Business Banking


                                       -3-

<PAGE>



        THIS NOTE IS A RENEWAL OF A NOTE ON WHICH DOCUMENTARY STAMP TAXES
                                 HAVE BEEN PAID

                Additional Terms and Conditions of Revolving Note
                       (Terms Continued from Reverse Side)

         As  additional  Collateral  for the  payment  of all  Obligations,  the
Obligors jointly and severally  transfer,  assign,  pledge,  and set over to the
Holder and grant the Holder a continuing lien upon and security interest in, any
and all properly of each Obligor that for any purpose.  whether In trust for any
Obligor or for custody, pledge,  collection or otherwise. is now or hereafter in
the actual or  constructive  possession  of, or In transit to, the Holder In any
capacity,  Its  correspondents or agents, and also a continuing lien upon and or
right of set-off  against all deposits and credits of each Obligor with, and all
claims  of  each  Obligor  against,  the  Holder  now or at any  time  hereafter
existing.  The  Holder is hereby  authorized,  at any time or times and  without
prior notice, to apply such property, deposits, credits, and claims, In whole or
In part and in such order as the Holder may elect,  to the  payment  of, or as a
reserve  against,  one or  more of the  Obligations,  whether  other  Collateral
therefor Is deemed  adequate or not. Ali such  properly,  deposits.  credits and
claims of the Obligors are Included In the term Collateral. and the Holder shall
have (unless  prohibited by law) the same rights with respect to such Collateral
as It shall have with respect to other Collateral.

         Without  the  necessity  for notice to or consent of any  Obligor,  the
Holder  may  exercise  any  rights of any of the  Obligors  with  respect to any
Collateral,  including without  limitation  thereto the following rights: (1) to
record or register In, or otherwise transfer Into, the name of the Holder or Its
nominee  any  part of the  Collateral,  without  disclosing  that  the  Holder's
Interest Is that of a secured party; (2) to pledge or otherwise  transfer any or
all of the Obligations  and/or  Collateral,  whereupon any pledgee or transferee
shall  have  all the  rights  of the  Holder  hereunder,  and the  Holder  shall
thereafter  be  fully  discharged  and  relieved  from  all  responsibility  and
liability  for the  Collateral  so  transferred  but shall retain all rights and
powers hereunder as to all Collateral not so transferred; (3) to take possession
of any Collateral and to receive any proceeds of and dividends and Income on any
Collateral,  Including  money,  and to hold the same as  Collateral or apply the
same to any of the Obligations, the manner, order and extent of such application
to be In the sole  discretion of the Holder;  (4) to exercise any and all rights
of  voting,  conversion,  exchange,  subscription  or other  rights  or  options
pertaining to any Collateral;  and (5) to liquidate,  demand,  sue for, collect,
compromise,  receive  and  receipt  for  the  cash  or  surrender  value  of any
Collateral.  It for any  reason  whatsoever  the  Collateral  shall  cease to be
satisfactory  to the Holder.  the  Obligors  shall upon demand  deposit with the
Holder additional Collateral satisfactory to the Holder. Surrender of this note.
upon  payment or  otherwise,  shall not affect the right of the Holder to retain
the  Collateral as security for other  Obligations,  Upon default.  the Obligors
agree to assemble the  Collateral  and make it available to Holder at such place
or places as the Holder shall designate.

         The Holder  shall be deemed to have  exercised  reasonable  care In the
custody and  preservation of any of the Collateral which Is in Its possession If
It takes  such  reasonable  actions  for that  purpose  as the  pledgor  of such
Collateral  shall  request In writing,  but the Holder  shall have sole power to
determine  whether such actions are  reasonable.  Any omission to do any act not
requested by said pledgor  shall not be deemed a failure to exercise  reasonable
care. The Obligors shall be


                                       -1-

<PAGE>



responsible  for the  preservation of the Collateral and shall lake all steps to
preserve  rights against prior parties.  The Holder shall have the right to, but
shall not be obligated to, preserve rights against prior parties;  nor shall the
Holder be liable for any failure to realize  upon,  or to exercise  any right or
power with respect to. any of the Obligations or Collateral, or for any delay in
so doing.

         The Holder, without making any demands whatsoever, shall have the right
to  sell  all or  part  of  the  Collateral,  although  the  Obligations  may be
contingent or unmatured,  whenever the Holder  considers such sale necessary for
its protection. Sale of the Collateral may be made, at any time and from time to
time,  at any  public or private  sale,  at the  option of the  Holder.  without
advertisement or notice to any Obligor, except such notice as Is required by law
and cannot be waived.  The Holder may purchase the  Collateral  at any such sale
(unless prohibited by law) free from any equity or redemption and from all other
claims.  After  deducting all expenses.  including legal expenses and attorney's
fees,  for  maintaining or selling the Collateral and collecting the proceeds of
sale, the Holder shall have the right to apply the remainder of said proceeds in
payment of, or as a reserve against,  any of the Obligations,  the manner, order
and extent of such  application to be In the sole  discretion of the Holder.  To
the extent notice of any sale or other disposition of the Collateral Is required
by law to be given to any Obligor. the requirement of reasonable notice shall be
met by sending such notice,  as provided  below, at least five (5) calendar days
before the time of sale or disposition.  The Obligors shall remain liable to the
Holder for the payment of any  deficiency,  with  interest at the rate  provided
herein  above.  However,  the  Holder  shall not be  Obligated  to resort to any
Collateral  but, at Its election.  may proceed to enforce any of the Obligations
In default against any or all of the Obligors.

         The  Obligors  understand  that the Bank may enter  Into  participation
agreements  with  participating  banks  whereby  the Bank  will  sell  undivided
Interests In this note to such other banks.  The Obligors  consent that the Bank
may furnish Information regarding the Obligors, Including financial Information,
to such banks from time to time, and also to prospective  participating banks in
order  that such  banks may make an  Informed  decision  whether  to  purchase a
participation In this note. The Obligors hereby grant to each such participating
bank.  to the extent of Its  participation  In this  note,  the right to set off
deposit  accounts  maintained by the Obligors,  or any of them.  with such bank,
against unpaid sums owed under this note.  Upon written request from the Holder,
the Obligors  agree to make each payment  under this note  directly to each such
participating  bank in proportion to the participant's  Interest In this note as
set forth In such request from the Holder.

         If, at any time,  the rate of  interest  payable  under this note shall
exceed the maximum rate of Interest  permitted by applicable law, then, for such
lime as the Interest rate would be excessive, Its application shall be suspended
and there shall be charged Instead the maximum rate of Interest  permitted under
such law,  and any excess  interest  paid by the  Obligors or  collected  by the
Holder shall be refunded to the Obligors or credited  against the  principal sum
of this note, at the election of the Holder or as required by applicable law.

         The Holder shall not by any act, delay, omission or otherwise be deemed
to have waived any of Its rights or remedies, and no waiver of any kind shall be
valid,  unless In writing and signed by the Holder.  All rights and  remedies of
the Holder  under the terms of this note and under any  statutes or rules of law
shall be  cumulative  and may be exercised  successively  or  concurrently.  The
Obligors


                                       -2-

<PAGE>



jointly and severally  agree that the Holder shall be entitled to all the rights
of a holder  In due  course  of a  negotiable  instrument.  This  note  shall be
governed by and construed In accordance with the substantive  laws of the United
States and the state  where the office of the Bank set forth  above in the first
paragraph of this note is located,  other than the rules of such state governing
conflicts  of law.  Any  provision  of this note which may be  unenforceable  or
invalid   under  any  law   shall  be   Ineffective   to  the   extent  of  such
unenforceability  or Invalidity without affecting the enforceability or validity
of any other  provision  hereof.  Any notice  required to be given to any person
shall be deemed  sufficient  It delivered  to such person or It mailed.  postage
prepaid,  to such  person's  address  as It  appears  on this  note or.  If none
appears,  to any address of such person In the Holder's files.  The Holder shall
have the right to correct  patent  errors in this note. A photocopy of this note
may be filed as a financing statement In any public office.

EACH  INDORSER  OF THIS NOTE  AGREES TO BE BOUND BY THE  PROVISIONS  PRINTED  OR
OTHERWISE APPEARING ABOVE AND ON THE FACE OF THIS NOTE.  INCLUDING THE PROVISION
FOR PAYMENT OF ATTORNEYS' FEES FOR COLLECTION.

                         Signature See Separate Guaranty Dated 06/07/00   (SEAL)
                         Address
                         Signature
                         Address____________________________
                         Signature__________________________
                         Address____________________________
                         Signature__________________________
                         Address____________________________


                                       -3-

<PAGE>



                               SECURITY AGREEMENT

DEBTOR:                                        SECURED PARTY:

[Last name(s) first, if individual(s)]
__________________________________________     SOUTHTRUST BANK of Florida,
SURGICAL SAFETY PRODUCTS, INC.                 National Association
2018 OAK TERRACE, SUITE 400                    P.O. BOX 4705
         Mailing address                       SARASOTA, FL  34236

SARASOTA     SARASOTA   FL   33431
City                County        State   Zip

                                                                  Date: 06/07/00

1. For valuable consideration,  receipt of which is hereby acknowledged,  and in
further consideration of the Secured Obligations (as hereinafter  defined),  the
undersigned  (whether one or more than one, hereinafter referred to as "Debtor")
hereby grants,  bargains,  sells conveys,  assigns, and sets over to the Secured
Party named above  (hereinafter  referred to as "Secured Party"),  and grants to
Secured  Party a security  interest  in, the  following  property  and rights of
Debtor (check applicable box(es)):

XA.  (Inventory  and  Documents)  all inventory of Debtor,  whether now owned or
     hereafter  acquired  by Debtor and  whenever  located,  including,  without
     limitation, all goods, merchandise, raw material, work in process, finished
     goods,  and  other  tangible  personal  property  held for sale or lease or
     furnished  under  contracts  of  service  or used or  consumed  in  Debtors
     business and returned and repossessed goods; all Documents now or hereafter
     evidencing  any  such  inventory;  and all  proceeds  and  products  of the
     foregoing; and

XB.  (Accounts,  Intangibles,  Instruments, Chattel Paper) all Accounts, General
     intangibles,  instruments,  and  Chattel  Paper,  whether  now  existing or
     hereafter arising, and all proceeds of the foregoing,  whether cash or non-
     cash, including returned and repossessed goods; and

XC.  (Equipment) all Equipment,  including  without  limitation,  all machinery,
     computer  equipment  and  peripherals,  furniture,  furnishings,  and motor
     vehicles,  and all replacements thereof and substitutes  therefor,  and all
     accessories,  additions,  attachments  and  other  goods  now or  hereafter
     installed in or affixed  thereto or used in connection  therewith,  whether
     any of the foregoing now owned or hereafter acquired by Debtor and wherever
     located,  and all proceeds  thereof (but inclusion of proceeds shall not be
     deemed to imply that Secured Party authorizes the sale or other transfer or
     disposition  of any such  Equipment);  _ If this box is  checked,  the term
     "Equipment"  as used in this agreement  also includes  Fixtures,  including
     leasehold  improvements  and machinery and appliances which are attached to
     the real property in such a manner as to become Fixtures; and


                                       -1-

<PAGE>





_D.  (Farm  Products) all crops (whether  annual or perennial) and all livestock
     (including  fowl)  and  all  natural  increase  thereof,  all  feed,  seed,
     fertilizer and other supplies used or produced in farming  operations,  and
     all products of crops and livestock in their unmanufactured states, whether
     any of the  foregoing  is now owned or  hereafter  acquired  by Debtor  and
     wherever  located,  all  contracts  for the  sale by  Debtor  of any of the
     foregoing,   and  all  crop  or  acreage  allotments,   price  supports  or
     supplements and rights under governmental programs, and all proceeds of all
     of the foregoing,  provided that no security interest attaches hereunder to
     crops which become such more than one year after this Security Agreement is
     executed unless the security interest in crops is given in conjunction with
     a lease  or a land  purchase  or  improvement  transaction  evidenced  by a
     separate  contract,  mortgage,  deed of trust or deed to secure  debt.  The
     security  interest herein granted  covers,  without  limitation,  all crops
     growing  or to be grown  on the  real  property  described  on any  Exhibit
     attached hereto.

(All  of the  property  and  rights  described  in A,  B,  C,  and D  above  (as
applicable)  are  sometimes   hereinafter   referred  to  collectively  as  "the
Collateral.")

2.   This  agreement,  and the security  interest  herein  granted,  secures the
     payment  and  performance  of Eery  loan  and  other  extension  of  credit
     heretofore,  now,  or  hereafter  made to  Debtor  by  Secured  Party,  and
     extensions  or  renewals  thereof,  all  interest  due or to become  due to
     Secured Party on each such loan or other extension of credit, every note or
     other writing now or hereafter evidencing the obligation of Debtor to repay
     any such loan or other  extension of credit  and/or the  interest  thereon,
     every guaranty of payment or collection of the debt of another  heretofore,
     now, or hereafter  entered into by Debtor with Secured Party,  every letter
     of credit  reimbursement  agreement  heretofore,  now, or hereafter entered
     into by  Debtor  with  Secured  Party,  every  lease of  personal  property
     heretofore,  now, or hereafter  entered into by Debtor with Secured  Party,
     the  payment and  performance  of all of  Debtor's  obligations  under this
     agreement,  and all other  indebtedness and other  obligations of Debtor to
     Secured  Party,  including  all sums paid to  Secured  party  for  Debtor's
     account by Debtor or any other person which are later  recovered  back from
     Secured Party by Debtor or any creditor of Debtor or any  representative of
     Debtor or of Debtor's creditors,  such as a trustee in bankruptcy,  whether
     any of the  foregoing  debts and other  obligations  are joint or  several,
     primary or secondary,  direct or indirect,  otherwise secured or unsecured,
     whether  originally payable or owed to Secured Party or acquired by Secured
     Party from another (the terms "with Secured  Party" and "by Secured  Party"
     in this  sentence  being  expressly  intended  to include  Secured  Party's
     assignors  and  predecessors  in  interest),  and whether  now  existing or
     hereafter  incurred  prior to  termination of this agreement as hereinafter
     provided.  (All the debts and other obligations  described in the preceding
     sentence  are   hereinafter   referred  to  collectively  as  the  "Secured
     Obligations.")





                                                        -2-

<PAGE>



3.   Debtor represents and warrants to Secured Party that:

     (a)  Debtor's inventory,  Equipment and/or Farm Products are kept or stored
          only at the address shown below Debtor's name at the beginning of this
          agreement and at the  following  address(s)(use  separate  schedule if
          necessary):

     Street Address      City       County       State         Zip

(Failure to list any address where Inventory, Equipment and/or Farm Products are
kept  shall not  limit  Secured  Party"  security  interest,  which  covers  all
Inventory, Equipment and/or Farm Products of Debtor, wherever located.)

Debtor  agrees  not to keep or  store  any  Inventory,  Equipment  and /or  Farm
Products  at any address  other than those set forth above  except upon not less
than 10 days advance notice in writing to Secured Party and upon compliance with
the remaining terms of this agreement.

         (b)      The address where the records concerning Debtor's Accounts are
                  kept and the address of Debtor's chief executive office is the
                  address  shown below  Debtor's  name at the  beginning of this
                  agreement.  Debtor  agrees not to change the address where the
                  records  concerning  Debtor's Accounts are kept or the address
                  of Debtor's chief  executive  office except upon not less than
                  10 days  advance  notice  in  writing  to  Secured  Party  and
                  compliance with the remaining terms of this agreement.
         (c)      If  Debtor is a  corporation,  Debtor  is duly  organized  and
                  existing in good  standing  under the laws of the state of its
                  incorporation  and is duly  qualified  and in good standing in
                  every other  state in which the nature of its  business or the
                  ownership of its properties makes qualification necessary.
         (d)      If Debtor  is a  corporation,  the  execution,  delivery,  and
                  performance  of this agreement are within  Debtor's  corporate
                  powers, have been duly authorized, are not in contravention of
                  law or the terms of  Debtor's  certificate  of  incorporation,
                  by-laws,  or other  incorporation  papers, or of an indenture,
                  agreement,  or  undertaking  to which  Debtor is a party or by
                  which Debtor is bound.
         (e)      Except for the security Interest granted herein, and except as
                  otherwise  noted in writing  hereon or on a schedule  attached
                  hereto,  Debtor is, and as to  Collateral  acquired  after the
                  date hereof,  will be, the owner of the  Collateral  free from
                  any adverse lien, security interest or encumbrance.

4.   If  paragraph  1.A.,  1.C.,  or 1.D.  above is marked,  Debtor  agrees with
     Secured Party as follows:

         Debtor  will  maintain  insurance  at all  times  with  respect  to all
Inventory, Equipment and Farm Products against risk of fire (including so-called
extended  coverage),  theft,  water damage and such other risks as Secured Party
may require from time to time and, in the case of motor  vehicles,  against risk
of collision and vandalism,  in such form, for such perils,  and written by such
companies as may be satisfactory to Secured Party.  Secured Party shall be named
as loss payee under such policies of insurance. Debtor my furnish such insurance
through an existing policy or policy independently


                                       -3-

<PAGE>



obtained and paid for by Debtor.  All policies of insurance  shall provide for a
minimum of 10 days  written  notice to Secured  Party  before  cancellation.  At
request of Secured  Party,  Debtor will  deliver  such  policies,  or at Secured
Party's option,  certificates thereof, to Secured Party to be held by it. Debtor
hereby appoints  Secured Party the attorney  -in-fact for Debtor for purposes of
obtaining, adjusting, settling, and canceling such insurance and of endorsing in
Debtor's  name and giving  receipt  for  checks and drafts  issued in payment of
losses and as return premium. In the event Debtor fails to provide any insurance
as required  herein,  Secured Party may, at its option,  purchase such insurance
or, at Secured Party's option after 10 days notice to Debtor, insurance covering
only Secured Party's interest in Inventory,  Equipment and Farm Products and all
return or unearned  premiums  thereon to Secured Party as additional  collateral
for the Secured Obligations.

5.   If paragraph  1.A.  above is marked,  Debtor  agrees with Secured  Party as
     follows:

         (a) Debtor will allow Secured  Party and any of its  officers,  agents,
attorney, or accountants to examine or inspect the inventory wherever located at
all reasonable  times and to examine,  inspect,  and make extracts from Debtor's
books and records.

         (b) Debtor will keep the Inventory, all Documents with respect thereto,
and  proceeds  of  both  free  from  any  adverse  lien,  security  interest  or
encumbrance,  except that Debtor  may,  with  Secured  Party's  written  consent
obtained  in  advance,  grant  a  security  interest  in its  Accounts.  General
intangibles,  instruments, and/or Chattel Paper to another creditor. Debtor will
keep the Inventory in good  condition,  and will not waste or destroy any of the
same.  Debtor  will  not  use the  Inventory  in  violation  of any  statute  or
ordinance.

         (c) Until the  occurrence  of a default  hereunder,  Debtor may use the
Inventory in any lawful manner which is consistent  with Debtor's usual business
and is not  inconsistent  with this agreement or with the terms or conditions of
any policy of  insurance  thereon,  and may sell the  Inventory  in the ordinary
course of business. A sale in the ordinary course of business does not include a
transfer in partial or total  satisfaction of a debt.  Until the occurrence of a
default,  Debtor may also use and consume any raw materials or supplies, the use
and  consumption  of which is  necessary  in  order to carry on  Debtor's  usual
business.

 IN WITNESS  WHEREOF,  Debtor has executed  this  agreement  under seal,  or the
officers  or agents of Debtor  thereunto  duly  authorized  have  executed  this
agreement on behalf of Debtor, on or as the date set forth above.

         The provisions on the reverse side and on any  attachments  are part of
this agreement.


ATTEST OR WITNESS:

/s/ B.  Edwin Wyatt                  SURGICAL SAFETY PRODUCTS, INC.(SEAL)
______________________               By /s/ G M Swor
                                      ----------------------------------
                                     PRESIDENT/DIRECTOR
                                     G. MICHAEL SWOR         Title
                                            Signature                (SEAL)


                                       -4-

<PAGE>



   (d)Upon request of Secured Party at any time,  Debtor will deliver to Secured
Party lists or copies of all  Accounts  which are proceed of  Inventory  or Farm
Products  promptly  after they arise.  Unless Secured Party shall have otherwise
agreed with Debtor in writing,  Debtor will deliver to Secured  Party,  promptly
upon  receipt,  all proceeds  (except  goods) of the  Inventory of Farm Products
received by Debtor,  including proceeds of such Accounts,  in precisely the form
received by Debtor,  except for the  endorsement  of Debtor  where  necessary to
permit the collection of such proceeds (which  endorsement  Debtor hereby agreed
to make)  Debtor  agrees not to mingle any  proceeds  of the  Inventory  or Farm
Products with any of Debtor's own funds, goods or property,  and at all times to
hold such  proceeds  upon  express  trust for the Secured  Party until  delivery
thereof is made to Secured Party. To evidence Secured Party's rights  hereunder,
Debtor will assign or endorse  proceeds to Secured Party in such form as Secured
Party may request and Secured  Party shall have the full power and  authority to
collect,  compromise,  endorse, sell, or otherwise deal with proceeds in its own
name or that of Debtor.  Secured Party in its  discretion may apply cash proceed
to the  payment  of any of the  Secured  Obligations  or may  release  such cash
proceeds to Debtor for use in the operation of Debtor's business.

         (e)With  respect to proceeds of the Collateral in the form of Accounts,
Secured Party may at any time before or after  default  notify  account  debtors
that the  Accounts  have been  assigned  to  Secured  Party and shall be paid to
Secured  Party.  Upon request of Secured Party at any time Debtor will so notify
such account  debtors and will indicate on all invoices to such account  debtors
that the Accounts are payable to Secured Party.

6.   If paragraph 1.B. is marked above,  Debtor hereby agrees with Secured Party
     as follows:

   (a)For the consideration  recited in paragraph 1 above,  Debtor hereby leases
to Secured Party, during the term of this agreement,  all file cabinets,  books,
ledgers,  microfilm,  microfiche,  magnetic  tapes,  magnetic  discs,  and other
information  retrieval or storage  systems,  on which,  any of Debtor's  records
concerning its Accounts,  General Intangibles,  Instruments,  and Chattel Paper,
are kept or stored.  Debtor agrees to deliver all of the foregoing property,  or
any part thereof  specified by Secured  Party,  to Secured  Party upon  request.
Debtor  agrees that  Secured  Party may come on any  premises  where any of such
property is located at any reasonable  time to take possession of such property,
and that the entry of such  premises  by  Secured  Party will not  constitute  a
trespass and the taking of such property by Secured Party will not  constitute a
trespass to, or conversion of, any such property.

         (b)Secured  Party shall have the right at any time,  whether  before or
after the  occurrence  of a default  hereunder  by Debtor,  to notify any or all
account debtors on the Accounts or General Intangibles,  and any or all obligors
on the Instruments or Chattel Paper, to make payment  directly to Secured Party,
or to make payment to an address (a "lock box") under the  exclusive  control of
Secured  Party.  Upon request of Secured  Party,  Debtor agrees  immediately  to
notify such account  debtors and  obligors to make  payment  directly to Secured
Party or to such  lock box and to place  Secured  Party's  address  or such lock
box's  address on  Debtor's  invoices  and  statements  as the  address to which
payment should be made. To the extent Secured Party does not so elect to notify,
or does not request Debtor to notify,  the account  debtor or obligors,  Debtors
shall  continue  to  collect  the  Collateral.  Debtor  agrees not to mingle any
proceeds of any of the Collateral with any of


                                       -5-

<PAGE>



Debtor's own funds,  goods or property,  and at all times to hold such  proceeds
upon  express  trust for the  Secured  Party until  delivery  thereof is made to
Secured  Party.  Debtor  agrees to deliver all  proceeds of the  Collateral,  in
precisely  the form  received by Debtor,  except for the  endorsement  of Debtor
where  necessary to permit the  collection of such proceeds  (which  endorsement
Debtor hereby  agrees to make).  Secured Party may apply such proceeds to any of
the Secured  Obligations,  whether or not such  Secured  Obligations  shall have
matured by their terms, or Secured Party may at its option, release such proceed
to Debtor for use in Debtor's  business.  Secured  Party need not apply nor give
credit for any item included in such  proceeds  until Secured Party has received
final payment  therefor at its offices in cash or solvent credits  acceptable to
Secured Party.

         (c)Weekly,  monthly,  or at such other intervals as Secured Party shall
designate,  Debtor  will  deliver  to Secured  Party  lists and agings of all of
Debtor's  Accounts  in such form,  and in such  detail,  as Secured  Party shall
require,  together with copies of invoices,  delivery receipts, bills of lading,
and such other documents in support of Debtor's  Accounts as Secured Party shall
require.

         (d)If any of the Accounts arise out of contracts with the United States
or any agency  thereof,  Debtor  agrees to notify  Secured  Party thereof and to
execute such  documents as shall be necessary to permit Secured Party to perfect
its right to receive payment under the federal Assignment of Claims Act.

         (e)Upon  request of  Secured  Party,  Debtor  will  purchase  insurance
covering the loss of, and cost of  reconstruction  of,  Debtor's  records of its
Accounts, General Intangibles,  Chattel Paper and Instruments, such insurance to
be issued by an insurer acceptable to Secured Party and to contain such coverage
provisions as Secured Party shall request.

7.       Debtor hereby covenants, represents, and warrants as follows:

         (a)Debtor  agrees to keep all records  concerning  the  Collateral in a
fireproof  and safe place and,  upon  request  of  Secured  Party,  to make such
records available to Secured Party, its agents,  attorneys, and accountants,  at
any  reasonable  time and without  hindrance or delay to allow  Secured Party to
inspect, audit, check or make extracts from such records.

         (b)Debtor  hereby  represents,  warrants and agrees with Secured  Party
that: (i) (except as otherwise noted in writing hereon or in a schedule attached
to this agreement) Debtor is the owner of the Collateral,  free and clear of all
liens  and  encumbrances,  and has the full  right  and  power to  transfer  the
Collateral to Secured Party and to grant to Secured Party the security  interest
provided in this agreement;  (ii) Debtor will not make any other  assignments of
the Collateral,  nor create any other security interest therein,  nor permit any
other  financing  statement to filed in any public  office with respect  thereto
(except as otherwise  expressly agreed in writing by Secured Party),  nor permit
either  Debtor's or Secured  Party's rights therein to be reached by attachment,
levy,  garnishment,  or other judicial process;  (iii) each debt owing to Debtor
which is a part of the Collateral, and all names of all account debtors, amounts
owing,  due dates,  and other  facts  appearing  on  Debtor's  records  relating
thereto, are true, correct and genuine and are what they purport to be, and each
such debt  arises  out of a bona fide sale of goods or other  property  sold and
delivered to, or out of services  heretofore  rendered by Debtor to, the account
debtors so indicated,  and the amount of each such debt is unconditionally  owed
to Debtor by each such account debtor, except for normal cash discounts,


                                       -6-

<PAGE>



and is not subject to any offset, credit, deduction, or counterclaim, and Debtor
is sole owner thereof; (iv) Debtor will promptly notify Secured Party in writing
in the event any such  account  debtor  refuses to accept or  returns  any goods
which are subject to any debt owed to Debtor for credit  allowance,  adjustment,
offset or counterclaim by any such account debtor; (v) Debtor agrees not to sell
or  otherwise  dispose of any  Equipment  except worn out or obsolete  Equipment
which are  immediately  replaced with the certificate of title  therefore;  (vi)
Debtor agrees not to sell, collect, assign, negotiate, or otherwise transfer any
of Debtor's Inventory,  Accounts, General Intangibles,  Instruments,  or Chattel
Paper outside the ordinary course of Debtor's  business as conducted on the date
of this agreement;  and (vii) all of Debtor's  Inventory is and will be produced
in compliance with the federal Fair Labor Standards Act.

         (c)Debtor hereby irrevocably makes,  constitutes,  and appoints Secured
Party  and  any of its  officers  or  designees  as  Debtor's  true  and  lawful
attorney-in-fact  with full power and authority to do any and all acts necessary
or  proper  to  carry  out the  Intent  of this  agreement,  including,  without
limitation,  the right,  power and authority (i) to receive and give receipt for
any  amount  or  amounts  due or to  become  due to  Debtor  on  account  of the
Collateral and to endorse and negotiate in the name of Debtor any check or other
item issued in payment or on account  thereof,  and in the name of Secured Party
or of Debtor to enforce by suit or  otherwise,  compromise,  settle,  discharge,
extend the time of payment,  file claims or otherwise  participate in bankruptcy
proceedings,  and  otherwise  deal in and with the  collateral  and any proceeds
thereof;  (ii) to open mail  addressed  to  Debtor,  remove  any  Collateral  or
proceeds of the Collateral therefrom,  and deliver the remainder of such mail to
Debtor;  and  (iii) to do all acts and  things  deemed  by  Secured  Party to be
appropriate  to protect,  preserve  and realize upon  Secured  Party's  security
interest  hereunder;  but Secured  Party shall not be under any duty to exercise
such  authority or power or in any way  responsible  for collecting or realizing
upon the Collateral. Debtor hereby ratifies and confirms all that Secured Party,
its officers or designees,  shall do as such  attorney-in-fact  by virtue of the
foregoing  powers,  which power is coupled with an interest and are  irrevocable
until this agreement has been terminated as hereinafter provided.

8.  (a)Debtor  shall do, make,  execute,  and deliver to Secured  Party all such
additional and further acts, assignments, assurances, and instruments as Secured
Party may  require to more  completely  vest in and assure to Secured  Party its
rights  hereunder and in or to the Collateral and the proceeds  thereof.  Debtor
will deliver all  Instruments,  Documents,  and Chattel Paper which constitute a
part of the Collateral to Secured Party upon request, duly endorsed by Debtor to
the order of Secured Party or in blank in form satisfactory to Secured Party.

         (b)Debtor will pay promptly when due all taxes and assessments upon the
Collateral  or any part thereof,  upon its use or  operation,  upon the proceeds
thereof, upon this Security Agreement,  or upon any note or notes evidencing the
Secured  Obligations.  At its option,  Secured  Party may  discharge  any taxes,
liens,  security interests or other encumbrances at any item levied or placed on
the  Collateral  or any  part  thereof  and  my  pay  for  the  maintenance  and
preservation of the Collateral, but Secured Party shall not be under any duty to
exercise any such  authority.  Debtor agrees to reimburse  Secured  Party,  upon
demand,  for any  payment  made or any expense  incurred  by the  Secured  Party
pursuant to the foregoing authorization.


                                       -7-

<PAGE>



         (c)All sums  expended by Secured  Party which  Debtor is  obligated  to
reimburse  Secured Party under this agreement  shall bear interest from the date
reimbursement  is due  until  the  date  paid at the rate  provided  in the note
evidencing the Secured  Obligation with respect to which the sum was expended by
Secured Party, or if no single such note exists or is identifiable,  then at the
rate which is two percentage  points in excess of the average of the prime rates
of the  three  largest  banks  in New  York  City  three  business  days  before
expenditure was made, but in any event not more than the maximum rate allowed by
law.  All such sums and the  interest  thereon  shall be secured by the security
interest granted in this agreement.

         (d)At the  request of Secured  Party,  Debtor  will  execute  financing
statements   pursuant  to  the  Uniform  Commercial  Code  in  form  and  number
satisfactory  to  Secured  Party and will pay the cost of filing the same in all
public  offices  where  filing is deemed by  Secured  Party to be  necessary  or
desirable. Debtor agrees that a carbon or photostatic copy of this agreement may
be filed as a financing statement in any public office. If certificates of title
are issued or  outstanding  with respect to any of the  Collateral,  Debtor will
cause the  interest of Secured  Party to be properly  noted  thereon at Debtor's
expense.  Without the written consent of Secured Party, Debtor will not allow an
adverse financing  statement covering any of the Collateral to be on file in any
public office.  Secured Party may elect not to perfect its security  interest in
all or any part of the Collateral without discharging or otherwise impairing its
rights against Debtor or any other party.

9. Any or all of the Secured  Obligations  shall, at the option of Secured Party
and  notwithstanding  the stated maturity date of any instrument  evidencing any
such Secured  Obligation,  become  immediately due and payable without notice or
demand upon the occurrence of any of the following  events,  each of which shall
constitute a default hereunder;

         (a) Debtor's  failure  to  pay  or  perform  as and when due any of the
Secured Obligations or any note evidencing the same;

         (b)Debtor's  failure  to pay or  perform  as and when due any  covenant
contained in this  agreement or if any  warranty or  representation  made or any
writing furnished to Secured Party by or on behalf of Debtor in or in connection
with this  agreement  is  breached  or is false or  inaccurate  in any  material
respect when made or furnished;

         (c)Any event occurs which  results in the  acceleration  of maturity of
any  indebtedness  or Debtor  to  others  under  any  indenture,  agreement,  or
undertaking;

         (d)Loss,  theft,  damage,  or  destruction  of any material part of the
Collateral, or any levy seizure, garnishment or attachment thereof or thereon;

         (e)Death, dissolution termination of existence,  insolvency,  cessation
of  business,  or  appointment  of a receiver  for any part of the  property of,
general  assignment for the benefit of creditors by, or the  commencement of any
proceeding  under any chapter of the Federal  Bankruptcy  Code or any insolvency
laws by or against,  Debtor or any  guarantor or surety for Debtor on any of the
Secured Obligations.


                                       -8-

<PAGE>



10.  Upon the  occurrence  of any event of  default  set forth in the  preceding
paragraph,  and at any time  thereafter,  Secured  Party shall have the right to
take possession of all or any part of the Collateral and, with or without taking
possession  thereof,  to sell the  Collateral  at one or more  public or private
sales, at Secured Party's option and collect the Accounts, Instruments,  Chattel
Paper, and General  Intangibles  which are a part of the Collateral.  At Secured
Party's  request,  Debtor  agrees  to  assemble  the  Collateral  and to make it
available to Secured Party at a place to be designated by Secured Party which is
reasonably convenient to both parties.  Debtor waves any notice of sale or other
disposition  of  the  Collateral  and  agrees  that  notice  of  sale  or  other
disposition of the Collateral  hereunder,  or any part thereof,  which cannot be
waived  shall be  sufficient  if such notice is  delivered  to Secured  Party in
writing for such purpose, at least ten (10) calendar days before the time of the
sale or  disposition.  Debtor  agrees to pay Secured Party on demand any and all
expenses,  including  attorneys' fees in the amount of 15% of the unpaid balance
of the Secured  Obligations at the time of default(or the maximum fee allowed by
law, if less than 15%, or a reasonable attorneys' fee if applicable law does not
permit  the  parties  to agree to the  amount  of the  attorney's  fee  prior to
default)  incurred  or paid by Secured  Party in  protecting  or  enforcing  the
Secured Obligations and the rights of Secured Party hereunder, including Secured
Party's right to take possession of and sell or dispose of the  Collateral,  and
in repossessing and storing the Collateral, collecting the Collateral, preparing
the Collateral for sale,  advertising  and conducting  such sale, and collecting
the proceeds of such sale. Payment of all such expenses and the interest thereon
shall be  secured  by the  security  interest  granted  in this  agreement.  The
proceeds of any sale or other  disposition or collection of the Collateral shall
be applied,  first, to the payment of all costs and expenses incurred by Secured
Party in  connection  with such  sale or other  realization  including,  without
limitation,  attorneys' fees as specified above and all costs of litigation, and
to the repayment of all advances made by Secured Party hereunder for the account
of Debtor and the payment of all costs and expenses  paid or incurred by Secured
Part in connection with this agreement or in the exercise of any right or remedy
hereunder or under  applicable law, to the extent that such advances,  costs and
expenses  have not  previously  been paid to Secured Party upon demand to Debtor
therefor;  second,  to the  payment of the Secured  Obligation  in such order as
Secured  Party may elect;  and third,  to Debtor,  or the person  then  entitled
thereto,  or as a court of competent  jurisdiction may direct.  No sale or other
disposition  are  applied  thereto.  Debtor  will  remain  obligated  to pay any
deficiency.

11.  Secured  Party  shall  have the  right to set off the  Secured  Obligations
against any  indebtedness  or liability  of Secured  Party to Debtor at any time
existing.  As  additional  security for the Secured  Obligations,  Debtor hereby
transfers and assigns to Secured  Party,  and grants to Secured Party a security
interest in, all account balances,  credits,  deposits, and rights of withdrawal
of Debtor with  Secured  Party,  whether now owned or  hereafter  acquired,  and
whether  jointly or severally  held,  and Debtor agrees that Secured Party shall
have a lien upon and  security  interest in all property of Debtor of every kind
now or hereafter in the possession or control of Secured Party for any reason.

12. (a)Secured Party's rights and remedies hereunder,  under other agreements or
instruments,  and under  applicable law (including the Uniform  Commercial Code)
are cumulative and may be exercised successively or concurrently.  Secured Party
shall not be deemed to have waived any of its rights hereunder,  under any other
agreement  or  instrument,  or under law  except in a writing  signed by Secured
Party. No delay or omission on the part of Secured Party in exercising any right


                                       -9-

<PAGE>



or remedy shall  operate as a waiver  thereof,  and a written  waiver on any one
occasion shall not be construed as a bar or waiver of any right or remedy on any
future occasion.

     (b)Whenever there is no outstanding Secured Obligation and no commitment on
the part of Secured Party under any agreement which might give rise to a Secured
Obligation,  Secured Party will deliver to Debtor a written  termination of this
agreement upon written request  therefor from Debtor.  Prior to such termination
this shall be a continuing agreement in every respect.

     (c)This  agreement  and all rights  and  obligations  hereunder,  including
matters of construction,  validity,  and  performance,  shall be governed by the
laws of the state where the address of Secured Party set forth above is located.
This  agreement  is  effective  when signed by Debtor and  delivered  to Secured
Party,  and binds  Debtor and inures to the  benefit of Secured  Party and their
respective heirs, successors,  and assigns. The provisions of this agreement are
severable,  and the invalidity or unenforceability of any provision hereof shall
not affect the remaining provisions of this agreement.

     (d)All terms used in this agreement which are not expressly  defined herein
shall have the  meaning,  if any,  assigned  to them in Article 9 of the Uniform
Commercial Code.

     (e)Time is of the essence of every provision of this Agreement.



                                      -10-

<PAGE>




                            REVOLVING LOAN AGREEMENT

         This Agreement dated June 7, 2000, made by and between  SURGICAL SAFETY
PRODUCTS,   INC.,   ("Borrower")  and  SOUTHTRUST  BANK  of  Florida,   National
Association ("Bank").
                                   WITNESSETH:

         That for valuable  consideration,  the receipt and sufficiency of which
is hereby acknowledged, and in consideration of the mutual promises herein made,
Bank and Borrower, intending to be legally bound, agree as follows:

                         ARTICLE I - THE REVOLVING LOAN

         Section 1.1 Bank hereby agrees to lend to Borrower, and Borrower hereby
agrees to borrow  from  Bank,  upon the terms and  conditions  set forth in this
Agreement,  the  principal  sum  of  up  to  ONE  HUNDRED  THOUSAND  AND  NO/100
($100,000.00)  (the  "Revolving  Loan").  Borrower's  obligation  is  repay  the
Revolving Loan and the interest  thereon shall be evidenced by a promissory note
(the "Note") in form and substance  satisfactory  to Bank.  Until the earlier of
August 2, 2000,  or the  occurrence  of any Event of Default (as  defined  under
Article VI of this Agreement),  or written notice to Borrower of Bank's election
to terminate the  availability  of new loans under this Agreement  (which notice
Bank may give at its discretion, whether or not an Event of Default has occurred
or is threatened),  Borrower may borrow  hereunder,  prepay the principal sum of
such loans in whole or in part without penalty, and reborrow hereunder,  so long
as the  aggregate  unpaid  principal  balance  of such loans does not exceed the
maximum  principal  amount set forth in the  preceding  sentence of this Section
1.1.  Bank may  require at any time the loans be made upon at least one  banking
day's notice to Bank.  Bank may also require at any time that loans be requested
in writing on Bank's loan request form. Bank may disburse each loan by credit to
Borrower's  transaction  account with Bank, by check, or in such other manner as
Borrower and Bank may agree.

         Section 1.2.  Borrower  agrees to pay interest on the Revolving Loan at
the rate(s), on the date(s) and calculated by the method, set forth in the Note.

         Section 1.3.  Unless  payment is required to be made earlier  under the
terms of the Note or  pursuant  to Section 6.2 of this  Agreement  following  an
Event of  Default,  Borrower  shall  pay the  unpaid  principal  balance  of the
Revolving Loan in full on the maturity date of the Note.

         Section 1.4. For the privilege of having the Revolving Loan  available,
until the earlier of the  termination of this Agreement or the effective date of
Bank's election to terminate the  availability of new loans,  Borrower agrees to
pay to Bank a  commitment  fee of 0.00% per annum on the  unused  portion of the
maximum  principal  amount of the Revolving  Loan, such fee to be calculated and
paid as follows:
                ----------------------------------------------------------------

-------------------------------------------------------.




                                       -1-

<PAGE>



                            ARTICLE II - COLLATERAL

Section 2.1. The repayment of Borrower of its  indebtedness  under the Revolving
Loan and the Note, and the performance by Borrower of all obligations under this
Agreement,  shall be  secured by every  mortgage  and every  security  agreement
(every "Separate  Agreement") which secures obligations so defined as to include
the  Revolving  Loan or the Note,  and by all property of Borrower in, or coming
into,  the  possession,  control  or  custody  of Bank,  or it which Bank has or
hereafter acquires a lien, security interest, or other right,  including without
limitation, the following (describe Collateral and Separate Agreements):

         AS FURTHER  DESCRIBED IN SECURITY  AGREEMENT DATED 06/07/00 AND ALSO AS
DESCRIBED IN UCC FILING #970000107342, FILED 05/19/97.

(individually and collectively the "Collateral").

         Section 2.2.  Borrower shall execute and deliver,  or shall cause to be
executed and delivered,  such  documents  relating to the Collateral as Bank may
from time to time request.

       ARTICLE III - REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT

         Section 3.1.  Borrower is a  Corporation  duly  organized  and existing
under the laws of the State of Florida,  and is  qualified to do business in all
jurisdictions in which it conducts its business.

         Section  3.2.  The  execution  and  delivery  by  Borrower  of, and the
performance by Borrower of its obligations  under, this Agreement,  the Note and
the Separate Agreements have been duly authorized by all requisite action on the
part of Borrower and do not and will not (i) violate any provision of Borrower's
articles of incorporation by-laws, or other organizational documents, any law or
any judgment, order or ruling of any court or governmental agency, or (ii) be in
conflict with,  result in a breach of, or constitute,  following notice or lapse
of time or both, a default under any indenture, agreement or other instrument to
which Borrower is a party or by which Borrower or any of its property is bound.

         Section 3.3. Each of this  Agreement  and the Note is the legal,  valid
and binding  agreement of Borrower  enforceable  against  Borrower in accordance
with its terms.

         Section 3.4. There are no pending or threatened  actions or proceedings
before any court or administrative or governmental agency that may, individually
or collectively,  adversely affect the financial condition or business operation
of Borrower.

         Section 3.5. The financial  statement  dated  ____________,  previously
delivered by Borrower to Bank,  fairly and  accurately  presents  the  financial
condition of Borrower as of such date and has been prepared in  accordance  with
generally accepted accounting principles consistently applied. Since the date of
that financial statement, there has been no mention


                                       -2-

<PAGE>



adverse change in the financial  condition of Borrower,  and, after due inquiry,
there exists no material contingent  liability or obligation  assertable against
Borrower.

         Section  3.6.  All  federal,  state and other tax  returns of  Borrower
required  by law to be filed  have  been  completed  in full and have  been duly
filed, and all taxes,  assessments and withholds shown on such returns or billed
to  Borrower  have been paid,  and  Borrower  maintains  adequate  reserves  and
accruals in respect of all such federal, state and other taxes,  assessments and
withholdings.  There are no unpaid assessments  pending against Borrower for any
taxes or withholdings, and Borrower knows of no basis therefor.

         Section 3.7. The  obligations  of Borrower under this Agreement and the
Note are not  subordinated  in right  of  payment  to any  other  obligation  of
Borrower.

         Section 3.8. Borrower possesses all permits,  memberships,  franchises,
contracts,   licenses,   trademark  rights,  trade  names,  patents,  and  other
authorizations  necessary to enable it to conduct its business operations as now
conducted, and no filing with, and no consent, permission,  authorization, order
or license of, any individual, entity, or governmental authority is necessary in
connection  with  execution,   delivery,  performance  or  enforcement  of  this
Agreement or the Note.

         Section 3.9. No event has occurred and is continuing which is, or which
with the giving of notice or lapse to time or both would be, an Event of Default
(as defined in Article VI) of this Agreement.

         Section  3.10.  Borrower  has good and  marketable  title to all of its
properties  and assets  including,  without  limitation,  the Collateral and the
properties and assets reflected in the above- described financial statement.

         Section  3.11.  The  minimum  funding  standards  of Section 302 of the
Employee  Retirement Income Security Act of 1974, as amended ("ERISA") have been
met at all times with respect to all "plans" of Borrower to whish such standards
apply; Borrower has not made a "partial withdrawal" or a "completed  withdrawal"
from  any  "multi-employer  plan";  and no  "reportable  event"  or  "prohibited
transaction"  has occurred with respect to any such "plan" (as all of the quoted
terms are defined in ERISA).

         Section 3.12.  Except as otherwise  expressly  disclosed by Borrower to
Bank in writing on the date of this Agreement: No "hazardous substance" (as that
term is defined  in Section  101 of the  Comprehensive  Environmental  Response,
Compensation  and  Liability  Act of  1980,  as  amended  ["CERCLA"])  has  been
released,  discharged,  disposed  of, or stored  on any of  Borrower's  owned or
leased real or personal  property by  Borrower,  by any third  party,  or by any
predecessor  in interest or title to Borrower;  Borrower  and all of  Borrower's
properties  are in  compliance  with all  applicable  local,  state and  federal
environmental laws and regulations; no notice has been served on Borrower by any
governmental  authority or any  individual or entity  claiming  violation of any
environmental  protection law or regulation,  or demanding  compliance  with any
environmental protection law or regulation, or demanding payment, indemnity, or


                                       -3-

<PAGE>



contribution for any  environmental  damage or injury to natural  resources;  no
"hazardous  substance"  (as defined in CERCLA) is produced or used in Borrower's
business;  and no  improvement  on any real property owned or leased by Borrower
contains any asbestos,  including,  without  limitation,  asbestos insulation on
ceilings, piping or structural members or supports.

         Section  3.13.  Bank shall not be  obligated to make any loan under the
Revolving Loan until Borrower shall have furnished Bank, at Borrower's  expense,
such evidence as Bank shall require regarding the truth or continue truth of the
foregoing  representations  and  warranties,   including,   without  limitation,
opinions of  Borrower's  outside legal  counsel,  opinions and  certificates  of
Borrower's  independent  certified  public  accountants,   surveys,  appraisals,
environmental  audits by  qualified  environmental  engineers  selected by Bank,
reports of other independent  consultants  selected by Bank, and certificates of
Borrower's officers.  All such evidence must be in form and content satisfactory
to Bank.

                       ARTICLE IV - AFFIRMATIVE COVENANTS

         Borrower covenants and agrees that, so long as it may borrow under this
Agreement or so long as any indebtedness remains outstanding under the Revolving
Loan or under the Note, Borrower shall:

         Section 4.1. Deliver to Bank (i) within 30 days after fiscal quarter an
unaudited income and expense  statement and balance sheet,  (ii) within 120 days
after the end of each fiscal year statements of income and retained  earnings of
Borrower for the  just-ended  fiscal year, and a balance sheet of Borrower as of
the end of such year,  certified or compiled (at Bank's election) by the present
independent  certified  public  accountants of Borrower or by such other firm of
independent  public  accountants  as may  be  designated  by  Borrower  and  bee
satisfactory  to  Bank,  and  (iii)  with  reasonable  promptness,   such  other
information as Bank may reasonably request.

         Section  4.2.  Maintain its books,  accounts and records in  accordance
with  generally  accepted  accounting  principles and shall permit any person or
entity designated in writing by Bank to visit and inspect any of its properties,
books and  financial  records,  and to make  copies  thereof  and take  extracts
therefrom, and to discuss Borrower's financial affairs with Borrower's financial
officers and accountants.

         Section  4.3.  Pay  and   discharge  all  taxes,   assessments,   fees,
withholdings and other  governmental  charges or levies imposed upon it, or upon
its income and profits,  or upon any property belonging to it, prior to the date
on which penalties attach thereto, unless the legality thereof shall be promptly
and actively  contested  in good faith by  appropriate  proceedings,  and unless
adequate  reserves  for  such  liability  are  maintained  by  Borrower  pending
determination of such contest.

         Section 4.4.  Maintain its  existence in good  standing in the state of
its organization or incorporation of its  qualification and good standing in all
jurisdictions where such qualification is


                                       -4-

<PAGE>



required under  applicable  law, and conduct its business in the manner in which
it is now  conducted  subject  only to changes  made in the  ordinary  course of
business.

         Section 4.5.  Promptly  notify Bank in writing of the occurrence on any
Event of Default or of any pending or threatened  litigation claiming damages in
excess of $25,000 or seeking relief that, if granted, would adversely affect the
financial condition or business operations of Borrower.

         Section 4.6.  Maintain and keep in force  insurance of the types and in
the amounts  customarily  carried in lines of business similar to Borrower's and
such other insurance as Bank may require, including,  without limitation,  fire,
public  liability,   casualty,  property  damage,  flood  damage,  and  worker's
compensation  insurance,  which insurance shall be carried with companies and in
amounts  satisfactory to Bank. All casualty and property damage  insurance shall
name Bank as mortgagee or loss payee, as appropriate.  Borrower shall deliver to
Bank from time to time at Bank's request  copies of all such insurance  policies
and certificates of insurance and schedules  setting forth all insurance then in
effect.

         Section 4.7. Keep all of its  properties in good repair and  condition,
and from time to time make necessary repairs,  renewals and replacements thereto
so that  Borrower's  property  shall  be fully  and  efficiently  preserved  and
maintained.

         Section 4.8. Perform or take, on request of Bank, such action as may be
necessary  or  advisable  to  perfect  any  lien  or  security  interest  in the
Collateral or otherwise to carry out the intent of this Agreement.

         Section  4.9.  Pay or reimburse  Bank for any  out-of-pocket  expenses,
including  attorney's  fees,  incurred by Bank in preparing  or  enforcing  this
Agreement, the Note, and the Separate Agreements, or in collecting the Revolving
Loan and any other sum due under the Note or this  Agreement  after  default  by
Borrower in the payment thereof.

         Section  4.10.  Fund all of its  "plans" to which the  minimum  funding
standards  of Section  302 of ERISA  apply in  accordance  with such  standards;
furnish  Bank,  promptly  upon  Bank's  request,  copies of all reports or other
statements filed with, or received from, the United States  Department of Labor,
the Internal Revenue Service,  or the Pension Benefit Guaranty  Corporation with
respect to all of Borrower's "plans"; and promptly advise Bank of the occurrence
of any "reportable  event" or "prohibited  transaction" with respect to any such
"plan" (as all of the quoted terms are defined in ERISA).

         Section  4.11.  Comply with all  applicable  present and future  local,
state and federal laws,  including,  without limitation,  environmental laws and
regulations; notify Bank immediately if any "hazardous substance" (as defined in
CERCLA) is released, discharged,  disposed of, stored, or discovered on any real
or personal property owned or leased by Borrower;  notify Bank in writing within
three days after Borrower receives notice from any governmental authority or any
individual or entity claiming  violation of any environmental  protection law or
regulation,  or demanding  compliance with any  environmental  protection law or
regulation, or demanding


                                       -5-

<PAGE>



payment,  indemnity,  or contribution for any environmental  damage or injury to
natural  resources;  and  permit  Bank from time to Time to  observe  Borrower's
operations  and to perform tests  (including  soil tests and ground water tests)
for "hazardous  substances" on any real or personal  property owned or leased by
Borrower.

         Section 4.12. Maintain its principal transaction account with Bank.

         Section 4.13.  Use the proceeds of the Revolving  Loan only for RENEWAL
OF REVOLVING LINE OF CREDIT - PROVIDING NEW MATURITY DATE OF 8/12/00

         Section 4.14.  NOTIFY  BANK  OF INTENTIONS REGARDING LOAN NO LATER THAN
7/12/00.  BORROWER  AGREES  TO EITHER  P/O & CLOSE  LINE OR  PROVIDE  ACCEPTABLE
COLLATERAL.  BORROWER  AGREES THAT THE FULL  GUARANTEES  OF G.  MICHAEL SWOR AND
ANDREA SWOR FROM THE  ORIGINAL  LOAN  AGREEMENT  DATED  5/2/97 ARE STILL IN FULL
EFFECT WITH THE EXTENSION OF THIS OBLIGATION.

                         ARTICLE V - NEGATIVE COVENANTS

         Borrower  covenants and agrees that,  without the prior written consent
of  Bank,  so long  as it may  borrow  under  this  Agreement  or so long as any
indebtedness  remains  outstanding  under the Revolving  Loan or under the Note,
Borrower shall not:

         Section  5.1.  Use any  proceeds of the  Revolving  Loan except for the
purposes stated in Section 4.13.

         Section 5.2.  Make any additional investment in fixed assets in any one
fiscal year in excess of a yearly aggregate of $_______________.

         Section 5.3. Create, incur, assume, or suffer to exist any indebtedness
of any  description  whatsoever  not existing as of the date of this  Agreement,
except  (I)  indebtedness   incurred  under  this  Agreement,   (ii)  any  trade
indebtedness  incurred in the ordinary course of business payable within 60 days
of its incurrence, and (iii)________________________________________.

         Section 5.4.  Merge,  consolidate  or enter into a partnership or joint
venture with any other person or entity; or sell,  lease,  transfer or otherwise
dispose  of all or any  substantial  portion  of its  assets,  except  sales  of
inventory in the ordinary course of business,  or change its name, or change the
location of its chief executive office.

         Section 5.5. Guarantee or become contingently liable for any obligation
or indebtedness of any other person or entity,  except that Borrower may endorse
negotiable instruments for collection in the ordinary course of business.

         Section 5.6.  Make  any  loans, advances or extensions of credit to any
person or entity



                                       -6-

<PAGE>



         Section 5.7.  Pay or declare any  dividend on any of its capital  stock
after the date hereof, provided,  however, that if Borrower is an S Corporation,
it may pay  dividends  not to exceed the amount of income  taxes  payable by its
shareholders attributable to Borrower's income.

         Section  5.8.  Grant any lien on or security  interest in, or otherwise
encumber,  any of its properties or assets including,  without  limitation,  the
collateral, and, except for liens for taxes not yet due and payable or which are
being actively contested in good faith by appropriate  proceedings and for which
adequate  reserves are being maintained by Borrower and those liens disclosed to
Bank by Borrower in writing prior to the execution of this  Agreement,  Borrower
shall not permit to exist any lien,  security  interest or other  encumbrance on
any of its properties or assets.

         Section 5.9.  Take, or fail to take,  any act if such act or failure to
act results in the imposition of withdrawal liability under Title IV of ERISA.

         Section 5.10. Release, discharge,  dispose of, store, accept or receive
for storage or disposal,  or allow to be stored or disposed  of, any  "hazardous
substance"  (as defined in CERCLA) on or in any real or personal  property owned
or leased by  Borrower,  except as otherwise  expressly  consented to by Bank in
writing; or release,  discharge,  use,  transport,  or dispose of any "hazardous
substance" in an unlawful manner.

         Section 5.11.

     (a)  Permit its working capital to be at any time less than $ n/a;
     (b)  Permit the ratio of its current  assets to its current  liabilities to
          be at any time less than n/a to 1.0;
     (c)  Permit its tangible net worth to be at any time less than $ _____;
     (d)  Permit the ratio of its total liabilities to its tangible net worth to
          be at any time greater than n/a to 1.0;
     (e)  Permit is Fixed Charge Coverage to be less than n/a;
     (f)  Change the dates of its fiscal year now  employed  for  financial  and
          accounting purposes;
     (g)______________________________________________;
     (h)______________________________________________.

                  ARTICLE VI - EVENTS OF DEFAULT AND REMEDIES

         Section 6.1. Any one or more of the following shall constitute an Event
of Default hereunder by Borrower;

         (a) Failure to pay when due any payment of principal or interest due on
the Note or any other sum due hereunder; or



                                       -7-

<PAGE>



         (b)Failure to pay when due any payment of principal  or interest due on
any other obligation for money borrowed or  the deferred purchase price of goods
or services; or

         (c)Default  under any Separate  Agreement or any other document,  note,
agreement, mortgage, security agreement, instrument, or understanding with, held
by, or executed in favor of Bank; or

         (d)Should any representation or warranty contained herein or made by or
furnished on behalf of Borrower in connection herewith be false or misleading in
any material respect as of the date made; or

         (e)Failure to perform or observe any covenant or agreement contained in
Articles IV or V of this Agreement; or

         (f)Failure to pays its debts generally as they become due; or

         (g) Borrower's or any  Guarantor's  making or taking any action to make
an assignment for the benefit of creditors,  or petitioning or taking any action
to petition  any tribunal for the  appointment  of a custodian,  receiver or any
trustee for it or a substantial part of its assets,  or commencing or taking any
action  to  commence  any  proceeding  under  any  bankruptcy,   reorganization,
arrangement, readjustment of debt, dissolution, liquidation or debtor relief law
or statute of any  jurisdiction,  whether now or hereafter in effect,  including
without  limitation,  any chapter of the federal  Bankruptcy  Code; or, if there
shall have been filed or commenced  against  Borrower or any  Guarantor any such
petition,  application or proceeding which is not dismissed within 30 days or in
which an order for relief is entered;  or should  Borrower or any such Guarantor
by any act or omission  indicate  its  approval of or  acquiescence  in any such
petition,  application or proceeding or order for relief or the appointment of a
custodian,  receiver or any trustee for it or any substantial part of any of its
properties;  or should  Borrower or any such Guarantor  suffer to exist any such
custodianship, receivership or trusteeship; or

         (h) Borrower's or any Guarantor's  concealing,  removing, or permitting
to be concealed  or removed,  any part of its  property,  with intent to hinder,
delay or defraud its creditors or any of the,  making or suffering a transfer of
any of its property  which may be fraudulent  under any  bankruptcy,  fraudulent
conveyance  or similar law; or making any transfer of its property to or for the
benefit of a creditor at a time when other creditors similarly situated have not
been paid, or suffering or permitting, while insolvent, any creditor to obtain a
lien upon any of its property  through legal  proceedings or distraint  which is
not vacated within 30 days after the date thereof; or

         (i)  Occurrence of any of the following with respect to Borrower or any
Guarantor: death (if individual), death of a general partner (if a partnership),
dissolution  or cessation of business (if a partnership,  corporation,  or other
organization),  or insolvency. Section 6.2. Upon the occurrence and continuation
of an Event  of  Default,  Bank may (i)  terminate  all  obligations  of Bank to
Borrower,  including,  without  limitation,  all obligations to lend money under
this Agreement,  (ii) declare immediately due and payable,  without presentment,
demand, protest or


                                       -8-

<PAGE>



any other notice of any kind,  all of which are expressly  waived,  the Note and
any  other  note  of  Borrower  held by  Bank,  including,  without  limitation,
principal,  accrued  interest  and  costs  of  collection  (including,   without
limitation,  a reasonable  attorney's fee if collected by or through an attorney
who is not a salaried  employee  of Bank,  in  bankruptcy  or in other  judicial
proceedings)  and (iii) pursue any remedy  available to it under this Agreement,
under the Note,  under any note of Borrower held by Bank, or available at law or
in equity.

                            ARTICLE VII - DEFINITIONS
         Section 7.1.

         As used in this Agreement,  the following terms shall have the meanings
set forth below:

         (a)  Accounting  terms  used in this  Agreement  such as "net  income",
"working  capital",  "current  assets",  "current  liabilities",  "tangible  net
worth", and "total  liabilities" shall have the meanings normally given them by,
and shall be  calculated,  both as to amounts and  classification  of items,  in
accordance with, generally accepted accounting principles.

         (b)  "Agreement"  means this  Revolving Loan  Agreement,  as amended or
supplemented in writing from time to time.

         (c) "Bank" means the banking  corporation  or  association  name in the
first  sentence of this  Agreement and which  executes this  Agreement  below as
"Bank".

         (d)  "Borrower"  means the person or entity named in the first sentence
of this Agreement and who executes this Agreement  below as "Borrower".  For the
purposes of Section 3.11, 4.10, and 5.9, such term also includes any member of a
"controlled  group"  (as  defined  in ERISA) of which  the named  Borrower  is a
member.

         (e) "CERCLA" is defined in Section 3.12.

         (f) "Collateral" is defined in Section 2.1.

         (g) "ERISA" is defined in Section 3.11.

         (h) "Event of Default" is defined in Section 6.1.

         (i) "Fixed Charge  Coverage" means a fraction in which the numerator is
the sum of the net income of  Borrower  (after  provision  for federal and state
taxes) for the 12-month period proceeding the applicable date plus the interest,
lease and rental  expense of  Borrower  for the period  plus the sum of non-cash
expenses  or  allowances  for  such  period  (including,   without   limitation,
amortization or write-down of intangible assets,  depreciation,  depletion,  and
deferred  taxes and  expenses)  and the  denominator  is the sum of the  current
portion of the  long-term  debt of Borrower as of the  applicable  date plus the
interest,  lease and rental  expenses for the  12-month  period  proceeding  the
applicable  date. If Borrower has elected  treatment as an S Corp9oration  under
the Internal Revenue Code, however,  "Fixed Charge Coverage" means a fraction in
which


                                       -9-

<PAGE>



the  numerator is the sum of the net income of Borrower  (after  deduction of an
amount equal to the federal and state income  taxes,  calculated at the marginal
rates which would otherwise have been applicable to Borrower at such time, which
Borrower would have been required to pay if it had not elected treatment as an S
Corporation  for federal and state income tax purposes) for the 12-month  period
preceding the applicable  date plus the interest,  lease and rental  expenses of
Borrower for the period plus the sum of noncash  expenses or allowances for such
period (including, without limitation,  amortization or write-down of intangible
assets,  depreciation,  depletion, and expenses), and the denominator is the sum
of the current  portion of the long-term  debt of Borrower as of the  applicable
date plus the  interest,  lease and  rental  expenses  for the 12- month  period
preceding the applicable date.

         (j) "Guarantor" means any person or entity who endorses the Note or who
now or hereafter guarantees payment or collection of the Revolving Loan in whole
or in part.

         (k) "Note" is defined in Section 1.1 and includes any  promissory  note
or notes given in extension or renewal of, or in substitution  for, the original
Note.

         (l) "Revolving Loan" is defined in Section 1.1.

         (m) "Separate Agreement" is defined in Section 2.1.

                          ARTICLE VIII - MISCELLANEOUS

         Section  8.1.  No  delay  or  failure  on the  part of the  Bank in the
exercise of any right,  power or privilege  granted under this  Agreement or the
Note,  or available at law or in equity,  shall impair any such right,  power or
privilege  or  be  construed  as a  waiver  of  any  Event  of  Default  or  any
acquiescence  therein. No single or partial exercise of any such right, power or
privilege shall preclude the further exercise of such right, power or privilege.
No waiver shall be valid  against Bank unless made in writing or signed by Bank,
and then only to the extent expressly specified therein.

         Section 8.2.  All notices and  communications  provided  for  hereunder
shall be in writing, delivered by hand or sent by first-class or certified mail,
postage prepaid to the following addresses:

(a) If to Bank                SOUTHTRUST BANK of Florida
                              P.O. BOX 4705
                              SARASOTA, FL 34230
                              Attention: B.  EDWIN WYATT, JR.  AVP

(b) If to Borrower:
                              SURGICAL SAFETY PRODUCTS, INC.
                              2018 OAK TERRACE, SUITE 400
                              SARASOTA, FL 34231
                              Attention: G. MICHAEL SWOR
                                        President/Director


                                      -10-

<PAGE>



Either  Borrower  or Bank,  or both,  may  change  its  addresses  for notice of
purposes by notice to the other party in the mater provided herein.

         Section  8.3.  This  Agreement  and the Note shall be  governed  by and
construed and enforced in  accordance  with the  substantive  laws of the United
States and the state in which the principal  office of Bank is located,  without
regard to that state's rules governing conflicts of law.

         Section  8.4.  All  representations  and  warranties  contained in this
Agreement  or made or  furnished  on behalf of Borrower in  connection  herewith
shall survive the execution and delivery of this  Agreement and the Note,  shall
be  deemed  to be made  anew  each time  Borrower  requests  a loan  under  this
Agreement,  and shall survive until the Revolving Loan and all interest  thereon
are paid in full.

         Section  8.5.  This  Agreement  shall bind and inure to the  benefit of
Borrower  and Bank,  and their  respective  successors  and  assigns;  provided,
however,  Borrower  shall  have no right to assign  its  rights  or  obligations
hereunder to any person or entity.

         Section 8.6. Time is of the essence in the payment and  performance  of
every term and covenant of this Agreement and the Note.

         Section 8.7. This  Agreement  may be amended or modified,  and Borrower
may take any action herein prohibited, or omit to perform any action required to
be performed by it, only if Borrower  shall obtain the prior written  consent of
Bank to such amendment,  modification,  action or omission to act, and no course
of dealing  between  Borrower  and Bank shall  operate as a waiver of any right,
power or privilege granted under this Agreement,  under the Note or the Separate
Agreements,  or available at law or in equity. This Agreement, the Note, and the
Separate  Agreement  contain  the entire  agreement  between  Borrower  and Bank
regarding the Revolving  Loan and the  Collateral.  No oral  representations  or
statements  shall be binding on Bank,  and no agent of Bank has the authority to
vary the terms of this  Agreement  except in writing on the face  hereof or on a
separate page attached hereto.

         Section 8.8. All rights,  powers and privileges granted hereunder shall
be  cumulative,  and shall not be  exclusive  of any other  rights,  powers  and
privileges granted by the Note or any other document or agreement,  or available
at law or in equity.

         Section 8.9.  Upon the  occurrence  and during the  continuation  of an
Event of Default, Borrower recognizes Bank's right, without notice or demand, to
apply  any  indebtedness  due  or  to  become  due  to  Borrower  from  Bank  in
satisfaction of any of the indebtedness,  liabilities or obligations of Borrower
under  this  Agreement,  under the Note,  or under any other  note,  instrument,
agreement, document or writing of Borrower held by or executed in favor of Bank,
including, without limitation, the right to set off against any deposits or cash
collateral  of Borrower  held by Bank.  In  addition to the right to setoff,  as
additional  collateral for the Revolving Loan,  Borrower hereby grants to Bank a
continuing lien on and security interest in all deposit accounts of Borrower now
or  hereafter  held by  Bank,  including  all  certificates  of  deposit  now or
hereafter issued to Borrower by Bank.


                                      -11-

<PAGE>



         Section  8.10.  Borrower  hereby  agrees  to  indemnify  Bank  and  its
officers, directors, agents and attorneys against, and to hold Bank and all such
other persons harmless from, any claims, demands,  liabilities,  costs, damages,
and judgments (including without limitation, liability under CERCLA, the Federal
Resource   Conservation  and  Recovery  Act,  or  other   environmental  law  or
regulation,  and  costs of  defense  and  attorneys'  fees)  resulting  from any
Representation  or Warranty made by Borrower or on Borrower's behalf pursuant to
Article III of this  Agreement  having been false when made,  or resulting  from
Borrower's  breach of any of the covenants set forth in Articles IV or V of this
Agreement. This Agreement of indemnity shall be a continuing agreement and shall
survive  payment  of the  Revolving  Loan and the Note and  termination  of this
Agreement.

WITNESS  the hand and seal of the  parties  hereto or as of the date first above
written.


BANK: SOUTHTRUST BANK of Florida           BORROWER: SURGICAL SAFETY
          National Association                       PRODUCTS, INC.

By: /S/B.  Edwin Wyatt, Jr                  By:/s/ G Michael Swor
--------------------------                   ---------------------
B.  EDWIN WYATT, JR.                        G. MICHAEL SWOR
Title: First Vice President                 Title: President

                                            Attest: ____________________
                                            Title: _____________________
                                                         (Corporate Seal)


                                      -12-

<PAGE>



                            WAIVER OF LANDLORD'S LIEN

STATE OF FLORIDA )
                 )
Sarasota COUNTY  )

KNOW ALL MEN BY THESE PRESENTS:

     That  the  undersigned  Savannah  Leasing,   Inc.  (whether  one  or  more,
hereinafter  called "Landlord") is the owner of the real property located in the
State of Florida, Sarasota County, described as follows:

         2018 OAK TERRACE, SARASOTA, FLORIDA

Landlord  has leased  said real  property  to  SURGICAL  SAFETY  PRODUCTS,  INC.
("Tenant").  Landlord  recognizes that all equipment  and/or  inventory owned by
Tenant and now or hereafter  installed in or located on said real property is to
be collateral for loans made by SOUTHTRUST BANK OF FLORIDA, NATIONAL ASSOCIATION
("Bank")  to  Tenant.  To  induce  Bank to make  such  loans to  Tenant,  and in
consideration  of such  loans,  Landlord  hereby (a)  agrees  with Bank that all
machinery,  furniture and equipment now or hereafter  owned by Tenant and now or
at any time  hereafter  located  on said real  property  shall  remain  personal
property and may be removed by Bank at any time; and (b) waives and subordinates
in favor of Bank (but not in favor of any other  person or  entity)  any  right,
title,  lien or claim which  Landlord  (or any of them,  if more than one) might
otherwise have,  whether by statute,  agreement or otherwise in, to or on any of
said  machinery,  furniture,  or equipment  and in, to or on any  inventory  (as
defined in the Uniform Commercial Code) now or hereafter owned by Tenant and now
or at any time hereafter located on said real property.

         IN WITNESS WHEREOF, Landlord has executed these presents, or has caused
these  presents  to be  executed  by  its  officer  or  partner  thereunto  duly
authorized, this 7TH day of JUNE, 2000.

                                   Savannah Leasing, Inc.
                                   (Name of Corporation, Partnership Or firm)

_____________________              By:/s/G.  Michael Swor  Title:
         Witness                      G.  Michael Swor & Andrea Swor or

---------------------              --------------------------------
         Witness                   (Name of Individual)





<PAGE>



INDIVIDUAL ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF ___________

The  foregoing   instrument  was  acknowledged   before  me  this  ____  day  of
___________,  19____ by ________________________  |_| who is personally known to
me |_| who has produced  ___________________  ______________ as  identification,
and who did not take an oath.
------------------------------
Notary Signature
--------------------------------------
Notary Name (typed, Printed or Stamped)
--------------------------------------
Serial Number

CORPORATE ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF ___________

The foregoing  instrument was  acknowledged  before me this ____ day of _______,
19____ by _________________, A ___________________ corporation, on behalf of the
corporation.  He/She  |_| who is  personally  known  to me |_| who has  produced
_____________________  ___________  as  identification,  and who did not take an
oath.

-------------------------------------
Notary Signature
--------------------------------------
Notary Name (typed, Printed or Stamped)
--------------------------------------
Serial Number

PARTNERSHIP ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF ___________

The foregoing  instrument was  acknowledged  before me this ____ day of _______,
19__ by _______________ a partnership,  He/She |_| who is personally known to me
|_| who has produced ___________________ as identification, and who did not take
an oath.
-------------------------------------
Notary Signature
--------------------------------------
Notary Name (typed, Printed or Stamped)
--------------------------------------
Serial Number



<PAGE>



                         CERTIFIED CORPORATE RESOLUTIONS

I HEREBY  CERTIFY  that I am  Secretary  of  SURGICAL  SAFETY  PRODUCTS,  INC. A
corporation  organized  and existing  under the laws of the State of FLORIDA.  I
FURTHER CERTIFY that a meeting of the Board of Directors of said corporation was
duly called and held at its offices in the City of SARASOTA and State of FLORIDA
on the 7th day of JUNE  2000,  that at said  meeting a quorum  was  present  and
voting  throughout,  and that  the  following  resolutions  were  duly  adopted:
"Resolved,   that  SURGICAL  SAFETY  PRODUCTS,  INC.,  (hereinafter  called  the
"corporation") borrow from SOUTHTRUST BANK (hereinafter called the "Bank"), from
time to time,  such sums of money as, in the judgment of the officer or officers
hereinafter  authorized,  this corporation may require:  "Resolved Further, that
any 2 (specify number,  any one is authorized if no greater number is specified)
of the following named officers of this  corporation,  G. MICHAEL SWOR the C.E.O
AND CHAIRMAN, DON LAWRENCE, PRESIDENT/C.O.O., and their respective successors in
office,  (the  officer or  officers  authorized  to act  pursuant  hereto  being
hereinafter  designated  as  "authorized  officers")  be  and  they  are  hereby
authorized,  directed and  empowered,  for and on behalf and in the name of this
corporation  (1) to execute and deliver to the Bank agreements for the borrowing
of money and to execute and deliver to the Bank such notes or other evidences of
indebtedness  of this  corporation  for the monies so  borrowed,  with  interest
thereon, as the Bank may require, and to execute and deliver, from time to time,
renewals or extensions of such notes or other evidences of indebtedness;  (2) to
convey, grant, assign,  transfer,  pledge, mortgage or otherwise hypothecate and
deliver by such  instruments in writing or otherwise as may be demanded by Bank,
any of the property of this  corporation,  including real and personal  property
and  chooses in action,  as may be required by the Bank to secure the payment of
any notes or other  indebtedness  of this  corporation  or any  other  person or
entity to the Bank,  whether  arising  under  authority  of this  resolution  or
otherwise;  (3) to endorse and  guarantee  notes and other  indebtedness  of any
other person or entity to the Bank;  and (4) to perform all acts and execute and
delivery all agreements and instruments  which the authorized  officers may deem
necessary or appropriate to carry out the purposes of this resolution;

"Resolved  Further,  that  said  authorized  officers  be and  they  are  hereby
authorized, directed and empowered, and that any one of said authorized officers
be and he is hereby  authorized,  directed and empowered  (1) to discount  with,
assign or sell to the Bank  conditional  sales  contracts,  notes,  acceptances,
drafts,  receivables and evidences of indebtedness  payable to this corporation,
upon such  terms as may be agreed  upon by them and the Bank,  and to endorse in
the  name  of  this  corporation  said  conditional   sales  contracts,   notes,
acceptances,  drafts,  receivables  and evidences of indebtedness so discounted,
assigned or sold,  and to guarantee the payment of the same to the Bank;  (2) to
apply for an obtain from the Bank letters of credit and in connection  therewith
to execute such agreements,  applications,  trust receipts,  pledge  agreements,
guarantees,  indemnities,  agreements for cover and other financial undertakings
as Bank may require;  and (3) to enter into leases of personal property from the
Bank  containing  such  terms as said  officers  shall  deem to be  appropriate,
whether such leases are true leases or leases intended as security,  and whether
such leases  contain  options on the part of this  corporation  to purchase  the
lease property or not; "Resolved Further,  that this resolution will continue in
full force and effect until the Bank shall  receive  official  notice in writing
from this corporation of the revocation  thereof by a resolution duly adopted by
the Board of Directors of this corporation, which revocation shall have



<PAGE>



prospective  effect only,  and that the  certification  of the Secretary of this
corporation as to the signature of the  above-named  persons shall be binding on
this corporation."

I FURTHER CERTIFY,  that the foregoing  resolutions are withing the power of the
Board of  Directors to adopt as provided in the  Articles of  Incorporation  and
By-Laws of this  corporation,  and that said resolutions are still in full force
and  effect  and  have not  been  amended  or  revoked,  and  that the  specimen
signatures appearing below are the genuine signatures of the officers authorized
to sign for this corporation by virtue of said resolutions.

Authorized Signatures:

/s/ G Michael Swor
(Signature) G. MICHAEL SWOR, C.E.O/CHAIRMAN

/s/Don Lawrence
(Signature) DON LAWRENCE, PRESIDENT/C.O.O.

                                            Federal ID# 65-0565144

IN WITNESS  WHEREOF,  I have hereunto set my hand as such  Secretary and affixed
the corporate seal to said corporation this ____ day of ____________.

Corporate Seal
(if none, so state)

                           /s/ Pauline Parrish
                           (Signature) PAULINE PARRISH




<PAGE>



                   FURTHER ASSURANCE AND COMPLIANCE AGREEMENT

         For and in  consideration  of Ten Dollars  ($10.00)  and other good and
valuable consideration, and the funding of that certain Loan of even date in the
amount of $ 100,000.0  from  SOUTHTRUST  BANK OF Florida,  National  Association
(herein,  "Bank")  to  the  borrower  agrees  to  cooperate,   adjust,  initial,
re-execute  and  re-deliver  any and all closing  documents,  including  but not
limited to any notes,  mortgages,  deeds,  affidavits and closing  statements if
deemed  necessary or desirable  at the sole  discretion  of the bank in order to
consummate  or  complete  the Loan from the Bank to  Borrower  or to perfect the
Bank's  lien  or  mortgage.  It is  the  intention  of  the  Borrower  that  all
documentation  for the  Loan  shall  be an  accurate  reflection  of the  Bank's
requirements.

         The  Borrower  agrees  and  covenants  to assure  that the Loan and its
documentation will conform to the Bank's requirements.  The Bank is relying upon
this Agreement and the covenants  contained  herein in closing this  transaction
and funding the Loan to Borrower.

         Bank  shall have the right to bring  suit to  enforce  the  obligations
incurred in connection with this Agreement, and in the event any suit is brought
to enforce this  Agreement,  the Bank shall be entitled to recover all costs and
expenses incurred, including a reasonable attorney fee.

         DATED this 7th day of JUNE 2000.

WITNESSES:                             "BORROWER(S)"
                                       Surgical Safety Products, Inc.

/s/ B.  Edwin Wyatt                    /s/G Michael Swor
                                       G. MICHAEL SWOR, M.D.

Loan # 7301868-00002



<PAGE>



SouthTrust
Bank [Logo]

                SOUTHTRUST BANK OF Florida, National Association
                    CLOSING STATEMENT FOR LOAN DATED 06/07/00

Florida State Documentary Stamps                              $        N/A

Loan Fee to SouthTrust Bank                                            500.00

DOC.  PREP FEE                                                         150.00

INTEREST DUE 6-7-00                                                    789.69

LATE FEE DUE                                                           250.00
UCC-1 FILING FEE                                                        25.00

____________________________                                           n/a

_____________________________                                          n/a

_____________________________                                          n/a


TOTAL                                                         $      1689.69

                                          SURGICAL SAFETY PRODUCTS, INC.

                                                /S/ G. MICHAEL SWOR
                                      --------------------------------------
                                            G. MICHAEL SWOR, PRESIDENT
                                       -------------------------------------