Exhibit 10.49

                                                  6 July 2000

Private and Confidential
Surgical Safety Products, Inc.
2018 Oak Terrace
Sarasota, FL  34231

         Surgical  Safety  Products,  Inc. (the  "Company") has informed  Carver
Cross Securities Corp.  ("CCSC") that the Company seeks to raise capital and has
asked CCSC to act as the  Company's  exclusive  financial  advisor and placement
agent in this  regard.  CCSC would be pleased  to assist  the  Company  and this
letter  sets forth the basis on which  CCSC will act as  financial  advisor  and
confirms the terms of CCSC's engagement as such.

         As  requested  and  in  conjunction   with  the   appropriate   Company
executives, the financial- advisory services will include:

1.   advice on the preparation of written  materials  required in presenting the
     Company to potential sources of financing;

2.   advice on the preparation of analyses of the likely  financial  performance
     and prospects of the Company;

3.   assistance  in  the  design,   presentation,   and  discussion  o  specific
     transactions to be proposed to potential  sources of financing,  addressing
     such issues as:

     *    corporate valuation; pricing of securities; and returns to investors;
     *    transaction structure; and the design of securities to be issued;
     *    non-economic terms, such as those relating to key governance issues;
     *    shareholder agreements,  including shar transfer agreements;  * voting
          agreements; and * exit strategies;

4.   identifying and approaching potential financing sources;

5.   assistance  in preparing  for and engaging in  discussions  with  potential
     financing sources;

6.   managing the process of  developing  the interest of and  negotiating  with
     potential investors,  including maintaining the pace of the process to move
     potential investors towards a closing;

7.   assistance   in   negotiating   the  terms  and   conditions  of  financing
     transactions;

8.   assistance  in  reviewing  and   negotiating   drafts  of  the   definitive
     transaction documents; and

9.   coordination of and consultation with other professional (e.g., lawyers and
     accountants) retained by the Company in the capital-raising process.


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Surgical Safety Products, Inc.          -2-                      6 July 2000



         For its financial-advisory  services as contemplated above herein, CCSC
will be paid  financial  advisory  retainer  fees of (i) $6,000 cash plus 40,000
"Retainer  Warrants"  for the first  month  and (ii)  $2,500  cash  plus  40,000
Retainer Warrants for each month thereafter  provided,  however,  that the total
number of Retainer Warrants shall not exceed 120,000. The Retainer Warrants will
have a term of five  years  and an  exercise  price  of  $0.625  per  share.  In
addition,  CCSC shall be paid a cash  Completion  Fee relating to  financings or
financing  facilities  which are closed or signed.  The  Completion Fee shall be
equal to the sum of (a) eight  percent  (8%) of the first $5  million  of equity
capital which  financing  sources  actually  provide or commit to provide to the
Company;  plus (b) if more than $5 million is raised,  seven percent (7%) of the
amount  of  equity  capital  in excess of $5  million  which  financing  sources
actually  provide or commit to provide to the  Company;  plus (c) three  percent
(3%) of the  total  maximum  amount  of debt  capital  which  financing  sources
actually  provide or commit to provide to the Company.  The foregoing fees shall
also apply to all capital  provided to the Company for a period of two (2) years
from the date(s) of closing(s)  which give rise to a Completion  Fee pursuant to
the foregoing sentence by investors who invest in such closing(s).

         The  foregoing  paragraph  notwithstanding,   CCSC  shall  not  receive
compensation  in  respect  of  additional   draw-downs   under  the  $5  million
Convertible  Secured  Line of Credit  maturing  on 30th  November  2002 that the
Company currently has in place with Thomson Kernaghan & Co. Limited as Agent for
Lenders.

         If CCSC's efforts  pursuant hereto result in the sale of  substantially
all of the  businesses,  assets,  and/or  equity  shares  of  the  Company,  the
Completion Fee shall be four percent (4%) of the Transaction  Value,  defined as
the sum of (i) the aggregate fair market value of all cash, securities,  assets,
and  other  consideration  which  is  transferred  or to be  transferred  to the
Company,  its affiliates,  and/or its shareholders in exchange for the business,
assets,  or equity  of the  Company,  and (ii) the  amount  of  liabilities  for
borrowed money of the Company assumed by the acquirer.  If the Company effects a
public  offering,  the  Completion Fee shall be equal to two percent (2%) of the
gross proceeds from such offering.

         Immediately  after each closing of an equity  financing for the Company
in respect of which a Completion  Fee is payable,  the Company will sell to CCSC
(or  individuals/entities  designated by CCSC),  at a nominal  price,  five-year
Completion Warrants to purchase one share of the security purchased by investors
for each ten shares purchased by investors.  The per-share exercise price of the
Completion Warrants will be 101% of the price paid by the investors.

         The  Company  will  reimburse  CCSC  no less  often  than  monthly  for
reasonable  out-of-pocket  disbursements made on the Company's behalf including,
without limitation, travel, due diligence expenses, communications, research and
databases,  the fees and expenses of attorneys,  accountants,  consultants,  and
other third-party  professionals,  and the cost of publication of notices of the
transaction(s).  CCSC will adhere to the Company's travel policy which calls for
coach/business/first  class air  travel on flights  shorter  than four hours and
coach/business/first  class air travel on flights  longer than four  hours.  All
disbursements  will  be  fully  accounted  for and any  single  expense  that is
expected to exceed $1,000 will be pre-approved by the Company. Upon execution of
this letter




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Surgical Safety Products, Inc.               -3-                 6 July 2000



agreement,  the Company  agrees to establish a $5,000 deposit to be held by CCSC
against reimbursable expenses. This deposit will be applied to the final invoice
for expense reimbursement.  The Company will be solely responsible for all fees,
disbursements, and expenses in connection with any transaction.

Procedures and Representations

         The retainer  fees and the Company's  obligation to reimburse  CCSC for
out-of-pocket expenses are related to professional services and are unrelated to
the  consummation of a transaction,  if any. The Company agrees to remit payment
for each cash  retainer fee such that the full amount of such fee is received by
CCSC in U.S. dollars in good funds upon execution of this letter, in the case of
the first month's fee, and thereafter on the monthly  anniversaries  of the date
hereof.  (If remittance is made via bank wire transfer,  payment to CCSC will be
made without deduction for any bank fees.) Certificates  evidencing the Retainer
Warrants  will be  delivered  upon  execution  hereof  in the case of the  first
month's  Retainer  Warrants and on the two monthly  anniversaries  hereof in the
case of the second and third months' Retainer  Warrants.  Non-payment of fees in
full by the due date constitutes breach of this agreement.

         Payment for all cash  Completion  Fees will be made at closing via bank
wire transfer (without deduction for any bank fees) such that the full amount of
the Completion  Fee is credited to CCSC's account in U.S.  dollars in good funds
on the closing date;  certificates  evidencing the  Completion  Warrants will be
delivered  at closing.  The Company  agrees that no closing can be  completed or
effective  until all Completion  Fees have been paid.  Non-payment of Completion
Fees on the closing date constitutes breach of this agreement.

         As used herein above,  the term "closing"  refers to the formal closing
of a transaction pursuant to which equity investors,  corporate partners, and/or
lenders  make  capital  available  to the  Company,  and/or  execute  definitive
agreements pursuant to which the Company may receive investment capital.

         The Company agrees to remit payment for all expense  invoices such that
the full  amount of each  invoice is  received  by CCSC in U.S.  dollars in good
funds no later than ten (10) days after the date of the invoice.  (If remittance
is made via bank wire transfer,  payment to CCSC will be made without  deduction
for any bank  fees.)  Non-payment  of  expense  invoices  for more  than  twenty
calendar days after the due date constitutes breach of this agreement.

         Unpaid amounts due CCSC (fees, expense reimbursements, etc.) attract an
interest  charge of one percent  (1.0%) per month as from the statement date or,
in the case of monthly retainer fees, as from the monthly anniversaries hereof.

         The financial advisory  relationship  described herein will commence on
the  date on which  this  letter  agreement  is  executed  by the  Company.  The
financial  advisory  relationship  will be subject to a right of  termination by
either party hereto upon thirty days'  written  notice to the other party at any
time after the expiration of the "Marketing  Period." No termination will become
effective until the




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Surgical Safety Products, Inc.          -4-                      6 July 2000



Company has fully  reimbursed  CCSC for all outstanding  out-of-pocket  expenses
incurred on the Company's  behalf through the termination date and has paid CCSC
all  fees  due in  respect  of  periods  prior  to the  termination  date and in
connection with the termination. Upon such termination there shall be no further
obligation on the part of either party to the other, provided, however, that (i)
the  provisions   below  regarding   indemnification   shall  remain  in  effect
indefinitely, notwithstanding any termination of CCSC's engagement, and (ii) for
a period of two (2) years from the termination date the Company will continue to
have an obligation to pay Completion Fees to CCSC relating to financing provided
by sources which CCSC  introduced to the Company and/or with which CCSC assisted
the Company prior to the termination hereof.

         All contacts and negotiations  entered into by the Company prior to the
date of this  agreement  will  be  included  in the  process  conducted  by CCSC
hereunder and subject to the compensation  arrangements  herein  described.  The
Company  agrees to not make  future  contacts  or  conduct  future  negotiations
regarding the subject of this  agreement  outside the process  conducted by CCSC
for so long as this  letter  agreement  remains  in  effect.  CCSC  shall be the
Company's  exclusive  financial advisor and agent from the date hereof until the
later of (a) the expiration of the Marketing Period, and (b) such time as one of
the parties hereto  terminates this agreement in accordance with the termination
provisions set forth herein.  The Marketing Period will commence on the later of
(x) 6th  September  2000,  and (y) the date the Company,  CCSC,  and  securities
counsel formally approve the placement  memorandum and any collateral  materials
that CCSC  expects to require  during the  marketing of the Company to potential
investors and during  investors'  "due diligence"  investigation.  The Marketing
Period will expire one hundred twenty (120) days after the  commencement  of the
Marketing  Period.  The Company  recognizes that CCSC is engaged  hereunder on a
"best efforts" basis.

         The Company represents and warrants that all information previously and
hereafter  furnished  by  it or on  its  behalf  to  CCSC  (including  financial
statements  for  the  Company)  is and  shall  be  complete,  accurate,  and not
misleading.  The Company agrees to notify us promptly of any material  change in
the  Company's  businesses,  business  plans,  condition  (financial  or other),
assets, prospects, or liabilities,  whether or not such change is adverse. It is
understood  and agreed that CCSC  assumes no  responsibility  for the  accuracy,
completeness,  or fairness of information  provided by the Company and presented
to third parties.

         CCSC agrees to treat the Company's  Confidential  Information  with the
same  degree  of  care  and  confidentiality   that  CCSC  accords  confidential
information relating to its business.  CCSC agrees that, except on the Company's
instructions or with its prior consent,  CCSC will not divulge any  Confidential
Information  relating  to the  Company's  business  affairs to any third  party.
"Confidential  Information"  includes  information  that is  proprietary  to the
Company and not available from sources other than the Company.  CCSC agrees that
it  will  use  the  Confidential  Information  solely  in  connection  with  its
financial-advisory  work on the  Company's  behalf and in no event for any other
purpose whatsoever or in any way detrimental to the Company.

         In  connection  with the  engagement  of CCSC to advise  and assist the
Company with the matters set forth in this letter,  the Company hereby agrees to
indemnify and hold harmless CCSC and




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Surgical Safety Products, Inc.          -5-                      6 July 2000



each of CCSC's respective partners, officers, agents, and employees (each of the
foregoing  being  hereinafter  referred  to as an  "Indemnified  Person") to the
fullest  extent  permitted  by law from and against any and all losses,  claims,
damages,  expenses  (including  reasonable fees and  disbursements  of counsel),
actions   (including   shareholder    derivative   actions),    proceedings   or
investigations  (whether  formal or  informal),  or threats  thereof (all of the
foregoing being hereinafter referred to as "Liabilities"),  based upon, relating
to or arising out of any actions taken or omitted or services performed pursuant
to, or matters contemplated by, such engagement or any Indemnified Person's role
therein;  provided,  however,  that the Company  shall not be liable  under this
paragraph: (a) for any amount paid in settlement of claims without the Company's
consent,  which consent shall not be unreasonably withheld, or (b) to the extent
that a court of competent  jurisdiction finally judicially  determines that such
Liabilities  were caused by the willful  misconduct  or gross  negligence of the
Indemnified  Person  seeking   indemnification.   Neither  CCSC  nor  any  other
Indemnified Person shall have any liability to the Company related to or arising
out of the engagement described in this letter, except for liability for losses,
claims,  damages,  or  expenses  incurred  by  the  Company  which  are  finally
judicially  determined to have been caused by CCSC's willful misconduct or gross
negligence.  In  connection  with the  Company's  obligation  to  indemnify  for
expenses  as set forth  above,  the Company  further  agrees to  reimburse  each
Indemnified  Person  for  all  such  expenses  (including  reasonable  fees  and
disbursements  of counsel)  as they are  incurred  by such  Indemnified  Person;
provided, however, that if an Indemnified Person is reimbursed hereunder for any
expenses,  such reimbursement of expenses shall be refunded to the extent that a
court  of  competent   jurisdiction  finally  judicially   determines  that  the
Liabilities  in  question  were  caused  by  the  willful  misconduct  or  gross
negligence  of such  Indemnified  Person.  The rights  accorded  to  Indemnified
Persons hereunder shall be in addition to any rights that any Indemnified Person
may have at common law, by separate agreement, or otherwise.

         This letter  agreement shall be governed by and construed in accordance
with the laws of the U.S. State of New York applicable to agreements made and to
be performed entirely in such state. This letter agreement may not be amended or
otherwise  modified except by an instrument signed by both CCSC and the Company.
If any provision  hereof shall be determined to be invalid or  unenforceable  in
any respect,  such  determination  shall not affect such  provision in any other
respect or any other provision of this letter  agreement,  which shall remain in
full force and effect.

         All costs and  expenses  associated  with  enforcing  the terms of this
letter  agreement,  including any costs and expenses  associated with collecting
amounts due CCSC hereunder, shall be borne by the Company.

         This letter  agreement  supercedes all  understandings  and agreements,
whether  written  or oral,  reached  prior to the date  hereof in respect of the
matters addressed herein.

         The  Company  hereby  represents  and  warrants  that  (a) it  has  all
requisite authority to enter into this agreement,  (b) the individual  executing
this  agreement  on behalf of the  Company  is  empowered  to so do, and (c) the
Company has no agreement or fee obligation of any kind,  whether written or oral
or whether  formal or informal,  currently  in force with any  advisor,  broker,
finder,  or  similar  person or entity  relating  to  capital-raising,  mergers,
acquisitions, joint ventures, or similar transactions.




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Surgical Safety Products, Inc.          -6-                      6 July 2000


         If the  foregoing  accurately  sets  forth  our  understanding,  please
execute the enclosed copy of this letter below, and return same to us.

                                          Yours very truly,
                                          CARVER CROSS SECURITIES CORP.

                                          By: /s/ Bruce Carver Jackson
                                          President & Chief Executive Officer

Accepted and Agreed:
SURGICAL SAFETY PRODUCTS, INC.

By:       /s/G. Michael Swor,
            G. Michael Swor, CEO
Date:



                                       -6-