Exhibit 10.45

                            CLIENT SERVICE AGREEMENT

         This AGREEMENT (the "Agreement") is made this 25th day of May, 2000, by
and between  EPIX IV, INC.  (d/b/a  EPIX)  ("EPIX")  whose  principal  office is
located at 3710  Corporex  Park  Drive,  Suite  300,  Tampa,  Florida  33619 and
SURGICAL SAFETY PRODUCTS, INC. ("Client"),  whose principal office is located at
2018 Oak  Terrace,  Sarasota,  Florida  34231.  (EPIX and Client  may  sometimes
together be referred to as the "Parties" and individually as a "Party.")

     1. TERM.  This Agreement shall commence on the date first above written and
remain in full force and effect,  unless  sooner  terminated by either Party (a)
upon not less than 30 days'  prior  written  notice to the other Party or (b) in
accordance with Section 9 hereof. During the 30-day period from the date of such
notice,  each of the Parties will continue to satisfy all of its obligations set
forth in this  Agreement.  The period that this Agreement shall be in full force
and effect is referred to as the "Term."

     2. SERVICES PROVIDED BY EPIX.

         (a)  Commencing  on the  effective  dates  specified  on Schedule A and
Schedule B annexed hereto and incorporated herein by reference ("Schedule A" and
"Schedule  B,"  respectively),  throughout  the Term,  EPIX  shall  provide  the
following  services in respect of the employees leased under this Agreement (the
"Employees"):

          (i)  payroll administration,  including payment of applicable federal,
               state and local taxes;
          (ii) workers'  compensation  insurance,  claims  management and claims
               filings;
          (iii) the employee benefits specified in this Agreement;
          (iv) human resources consulting services; and
          (v)  related record keeping.

         (b) Client acknowledges that EPIX is an independent  contractor engaged
in the  business of providing  professional  employer  organization  services to
Client,  upon  the  terms  and  subject  to the  conditions  set  forth  in this
Agreement.

     3. FEES.

         (a)  Client  shall  pay to EPIX a fee in an amount  equal  to,  without
limitation,  gross payroll;  applicable federal, state and local taxes; the fees
in respect of applicable insurance and benefits;  and EPIX's  administration fee
in respect of the  Employees,  as  specified  on Schedule A  (collectively,  the
"Fee").  The Fee shall be paid by Client  immediately  upon its  receipt  of the
related  invoice or  telephonic  confirmation  of the Fee due, in the manner and
with the frequency specified on Schedule A.

         (b) If  Client  agrees  (with  EPIX's  consent)  to make  all  payments
required hereunder by ACH transfer and EPIX attempts to complete an ACH transfer
and is informed that the account to be drafted has  insufficient  funds,  Client
shall,  upon its  receipt of notice  from EPIX,  immediately  deliver to EPIX by
certified check or wire transfer funds equal to the sum of (i) any

                                       -1-

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previously invoiced and unpaid Fee(s) and (ii) any bank or other service charges
imposed  upon EPIX.  If any payment to EPIX is not made when due pursuant to ACH
transfer or  otherwise,  Client shall pay to EPIX (at such time as Client's next
Fee is  payable),  in  addition  to all  other  amounts  otherwise  due (x) a 3%
administration  charge on the delinquent  amount and (y) an additional 1 1/2% of
such  delinquent  amount for each 30-day period that the unpaid balance  remains
outstanding,  but in no event shall the amount payable to EPIX hereunder  exceed
the applicable maximum lawful rate of interest.

          (c) The Fee may be  adjusted  by EPIX upon the  effective  date of any
statutory increase or decrease in employment taxes or applicable insurance rates
and  EPIX may  adjust  the  applicable  administration  fee upon 30 days'  prior
written notice to Client.

4. CO-EMPLOYMENT RELATIONSHIP.

         (a) The Parties  acknowledge that each is entering into a co-employment
relationship in respect of the Employees.  Client further  acknowledges that (i)
EPIX is a  Professional  Employer  Organization  supplying  Employees  which are
governed by  ss.414(n) of the Internal  Revenue Code of 1986,  as amended,  (the
"Code");  (ii) an employment  relationship is being established between EPIX and
the  Employees;  and (iii) EPIX is an employer  under  ss.3401(d) of the Code as
controlling the payment of wages. As such, EPIX shall have sufficient  authority
so as to maintain a right of direction and control over the  Employees  assigned
to Client's location, and shall retain authority to hire, terminate, discipline,
and reassign the Employees;  provided,  however,  that nothing set forth in this
Agreement  shall impair Client's right and obligation to direct the Employees as
is necessary  to conduct  Client's  business  and without  which Client would be
unable to conduct its business,  discharge any fiduciary  responsibility that it
may have or  comply  with any  applicable  licensure,  regulatory  or  statutory
requirements.  In  furtherance of the  foregoing,  the individual  designated on
Schedule  A  (the  "On-Site   Supervisor")  shall  (x)  direct  operational  and
administrative matters on a day-to-day basis in respect of the services provided
to  Client  by  EPIX  and  (y),  with  direction  from  EPIX's  Human  Resources
Department, determine the procedures to be followed by Employees regarding their
duties.  Notwithstanding the foregoing, Client has the right to accept or cancel
the assignment of any Employee,  provided that such rejection or cancellation is
not  otherwise  prohibited  by law  (including,  but not limited to,  applicable
anti-discrimination laws).

         (b) Client shall have sole and  exclusive  control over the  day-to-day
job duties of all Employees and EPIX shall have no responsibilities  with regard
to such Employees' performance of such day-to-day job duties. Furthermore,  EPIX
shall have no control over the job site at which, or from which,  such Employees
perform their services. Control over the day-to-day job duties of such Employees
and over the job site at which,  or from which,  such  Employees  perform  their
services is solely and exclusively assigned to Client. Client expressly absolves
EPIX of control over the day- to-day job duties of such  Employees  and over the
job site at which, or from which, such Employees perform their services.

         This  Agreement in no way alters any  responsibilities  of Client which
arise  from  Section   768.096,   Florida   Statutes  and  Client   assumes  all
responsibilities pursuant to Section 768.096


                                       -2-

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including,  without  limitation,  responsibility  to  perform  any and all  work
history, reference checks and background checks in respect of the Employees.

         (c) Client  represents  and warrants to EPIX that (i) it has  completed
and/or  furnished  to EPIX all of the  information  required  by  Schedule A and
Schedule B and (ii) that the  information set forth on Schedule A and Schedule B
is true  and  complete  in all  respects.  Client  acknowledges  that  EPIX  has
justifiably relied on such information in preparing this Agreement.

5. ADDITIONAL OBLIGATIONS OF EPIX.

         (a)  EPIX  assumes  responsibility  for the  payment  of  wages  to the
Employees  without  regard to payments by Client to EPIX and EPIX  assumes  full
responsibility  for the payment of payroll  taxes and  collection  of taxes from
payroll in respect of the Employees.

         (b) EPIX will keep in full force and effect  during the Term,  workers'
compensation  insurance  covering  the  Employees  and  shall  provide  Client a
certificate of insurance  evidencing the same and naming Client in the alternate
employer endorsement.

         (c) EPIX hereby waives any claim against  Client by way of  subrogation
or otherwise which may arise during the Term for any and all bodily injury, loss
or damage to any of its property, which bodily injury, loss or damage is covered
by policies of insurance;  provided, however, that the waiver of any claim shall
only be to the extent that such loss or damage is recovered  under such policies
of  insurance;  and  provided,  further,  that  the  foregoing  waiver  shall be
inapplicable in the event any such bodily injury,  loss or damage is caused,  in
whole or in part, by Client's gross negligence or willful misconduct.

         (d) EPIX shall,  together  with Client,  evaluate all  Employees on the
basis of performance,  skills and experience, and without regard to race, color,
ancestry,   national  origin,  religion,  sex,  age,  disability  or  any  other
classification protected by federal, state or local equal employment opportunity
laws.

6. OBLIGATIONS OF CLIENT.

         (a) Payroll.  With  respect  to  payroll  processing,  Client  shall be
responsible for:

          (i)  maintaining  a record of actual time worked by the  Employees and
     verifying  the accuracy of wages and salaries  reported to and paid by EPIX
     for each payroll period;

          (ii)  conveying  to EPIX in  writing  within  48  hours  prior  to the
     Client's  pay date,  a report of total  hours  worked by, or  corresponding
     salary information for, each Employee;

          (iii)  otherwise  providing  accurate  information to EPIX  including,
     without limitation, in respect of an individual's job status as "exempt" or
     "non-exempt"  under federal or state  wage-hour laws and the ability of any
     Employee to lawfully be employed in the United States; and

          (iv) paying each  Employee all wages  including,  without  limitation,
     bonuses through EPIX pursuant to this Agreement.


                                       -3-

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         Client agrees that (x) the On-Site  Supervisor shall be responsible for
reporting any and all  information to EPIX  including,  without  limitation,  in
respect of payroll,  (y) such On-Site  Supervisor  shall be fully  authorized to
report such information and (z) EPIX may rely on the same.

         (b)  Workplace Safety.  With  respect to workplace safety, Client shall
be responsible for:

(i) ensuring compliance with safe work practices and use of protective equipment
and devices  imposed by  applicable  federal,  state and local safety and health
laws, regulations or rules;

          (ii)  implementing  a  workplace  safety  program or  adopting  EPIX's
     program  including,  without  limitation,  cooperating  with any  drug-free
     workplace and/or  post-accident/injury  drug testing program implemented by
     EPIX;
          (iii)  immediately   reporting  to  EPIX  all  accidents  or  injuries
     involving   Employees;
          (iv)  cooperating  with EPIX and its workers'  compensation  insurance
     carrier (or its agents) in the  inspection  of worksite  locations  and the
     investigation of workplace accidents or injuries;
          (v) in  conjunction  with EPIX,  taking  all  reasonable  measures  to
     provide any Employee suffering from a workplace injury with light-duty work
     if EPIX or its  workers'  compensation  insurance  carrier  (or its agents)
     recommends the same; and
          (vi)  paying  EPIX (at such time as  Client's  next Fee is payable) an
     administrative fee of $100 for failing to report to EPIX a workplace injury
     within 48 hours of its  occurrence  (increasing to $250 for the second such
     failure and to $500 for each subsequent failure thereafter).

         While EPIX  shall  retain a right of  direction  and  control  over the
management of safety, risk and hazard control in respect of Employees performing
work at Client work sites, as may be required by applicable law, compliance with
all applicable laws related to such matters is the responsibility of Client.

         (c)  Daily Operations. With respect to the daily operations of Client's
business, Client shall be responsible for:

          (i) unless  otherwise  provided in this Agreement,  complying with all
     applicable federal,  state and local laws, regulations and rules including,
     without limitation,  the Occupational Health and Safety Act, National Labor
     Relations Act and any federal, state or local discrimination laws;

          (ii) verifying skills and qualifications for employment;

          (iii)  verifying  the  existence  and  validity of any  applicable  or
     required licenses;

          (iv)   instituting   any   control    procedures    and/or   executing
     confidentiality  agreements to ensure against unauthorized  disclosure,  if
     any Employee is required in the  performance of his duties,  to have access
     to Client's confidential and/or proprietary information;

          (v) upon becoming  known by Client,  immediately  providing  EPIX with
     written notice of the assertion of any and all claims, complaints, charges,
     allegations  or  incidents  of  tortious  misconduct  or  workplace  safety
     violations,  regardless  of the  source  and  cooperating  with EPIX in the
     investigation and defense of such claims; and

          (vi)  paying  EPIX (at such time as  Client's  next Fee is payable) an
     administrative  fee of $100 for  failing  to report  to EPIX an  Employee's
     termination of employment with Client for any reason within 48 hours of its
     occurrence  (increasing to $250 for the second such failure and to $500 for
     each subsequent failure thereafter).


                                       -4-

<PAGE>





         (d)      Insurance.

          (i) If any  Employee is required to drive a motor  vehicle of any kind
     for Client,  Client will keep in full force and effect at all times  during
     the Term liability insurance which will insure against public liability for
     bodily injury,  death and property  damage with a minimum  combined  single
     limit  of  $1,000,000  and  uninsured  motorist  insurance  with a  minimum
     combined single limit of $500,000, in states where no fault laws apply. Not
     later than five  business  days after its  execution  and  delivery of this
     Agreement,  Client  shall  cause  its  insurance  carrier  to (x)  issue  a
     certificate  of insurance to EPIX verifying such coverage and providing for
     not less than 30 days' prior written notice to EPIX of  cancellation  of or
     any change to such coverage and (y) identify EPIX as an additional insured,
     if requested by EPIX.

          (ii)  Client  agrees  to keep in full  force  and  effect at all times
     during the Term a comprehensive  general liability  insurance policy in the
     minimum  limit of  $1,000,000  insuring  Client  against  bodily injury and
     property damage caused by Client's operations. Not later than five business
     days after its execution and delivery of this Agreement, Client shall cause
     its  insurance  carrier to (x) issue a  certificate  of  insurance  to EPIX
     verifying  such  coverage  and  providing  for not less than 30 days' prior
     written  notice to EPIX of  cancellation  of or any change to such coverage
     and (y) identify EPIX as an additional insured, if requested by EPIX.

          (iii)  If  any  Employee   performs  any  duties  which  requires  the
     maintenance  of  a  professional  license  and  corresponding  professional
     liability insurance,  Client agrees to keep in full force and effect at all
     such times during the Term  professional  liability  insurance  which shall
     cover any acts,  errors or omissions  including,  without  limitation,  the
     negligent  acts  of the  professional  Employee  with a  minimum  limit  of
     $500,000.  Not later  than five  business  days  after  its  execution  and
     delivery of this Agreement, Client shall cause its insurance carrier to (x)
     issue a  certificate  of  insurance  to EPIX  verifying  such  coverage and
     providing  for not  less  than 30 days'  prior  written  notice  to EPIX of
     cancellation  of or any change to such coverage and (y) identify EPIX as an
     additional insured.

          (iv) Client hereby waives any claim against EPIX by way of subrogation
     or otherwise which may arise during the Term for any and all bodily injury,
     loss or damage to any of its property,  which bodily injury, loss or damage
     is covered by policies of insurance;  provided, however, that the waiver of
     any claim shall only be to the extent that such loss or damage is recovered
     under such policies of insurance; and provided, further, that the foregoing
     waiver shall be inapplicable  in the event any such bodily injury,  loss or
     damage is  caused,  in whole or in part,  by  EPIX's  gross  negligence  or
     willful  misconduct.  Since mutual  waivers will preclude the assignment of
     any of the aforementioned claims by way of subrogation or otherwise, Client
     hereby agrees to immediately give each insurance  carrier which insures any
     of its property,  written  notice of the terms of such mutual  waiver,  and
     have said insurance  policies properly endorsed,  if necessary,  to prevent
     the invalidation of such insurance coverage by reason of such waiver.


                                       -5-

<PAGE>




         7. EMPLOYMENT  PRACTICES.  Client  represents and warrants to EPIX that
(a) in respect of any  Employee  that has been  employed by Client  prior to the
date of this  Agreement:  (i) all  wages,  benefits,  liabilities  and/or  other
obligations  are fully paid and there  exists no  liability  for the same;  (ii)
there are no claims or threatened  claims  alleging  that Client  engaged in any
work practices which were allegedly in violation of any employment-related  law;
and (iii)  each has been  evaluated  on the  basis of  performance,  skills  and
experience,  and  without  regard to race,  color,  ancestry,  national  origin,
religion, sex, age, disability or any other classification protected by federal,
state or local equal  employment  opportunity  laws;  and (b) Client has (i), in
connection with the operation of its business, complied in all respects with all
applicable  federal,  state  and  local  laws,  regulations  and  rules and (ii)
disclosed  to EPIX any  agreement  between  Client and any  Employee  including,
without limitation, any employment agreement, collective bargaining agreement or
deferred compensation agreement.

         8.       INDEMNIFICATION.

         (a) Client shall release,  defend, indemnify and hold harmless EPIX and
its officers, directors, shareholders,  affiliates,  subsidiaries, employees and
agents  (collectively,  the "EPIX  Indemnified  Parties")  from and  against any
losses,  liabilities,  claims,  obligations and/or expenses  including,  without
limitation,  court costs and reasonable attorneys' fees (collectively "Damages")
that may be  incurred  by,  or  asserted  against,  any of the EPIX  Indemnified
Parties,  arising from, relating to, or in connection with, in whole or in part,
(i) the  alleged  acts,  errors or  omissions  of Client (or its  agents) or the
Employees; (ii) any alleged breach of this Agreement by Client; and (iii) except
as otherwise  provided in this  Agreement,  any claims asserted by, or liability
to, third parties arising from,  relating to, or in connection with, in whole or
in part, Client's business.  Except as otherwise provided in this Agreement,  at
no time shall Client be liable for EPIX's loss of profits,  business goodwill or
other consequential, special, incidental or punitive damages.

         (b) EPIX shall release,  defend, indemnify and hold harmless Client and
its officers, directors, shareholders,  affiliates,  subsidiaries, employees and
agents  (collectively,  the "Client  Indemnified  Parties") from and against any
Damages  that  may be  incurred  by,  or  asserted  against,  any of the  Client
Indemnified  Parties,  to the extent such Damages arise from, are related to, or
are in connection with (i) the alleged acts, errors or omissions of EPIX (or its
agents); and (ii) any alleged breach of this Agreement by EPIX. At no time shall
EPIX be  liable  for  Client's  loss of  profits,  business  goodwill  or  other
consequential, special, incidental or punitive damages.

         (c)      All indemnification obligations set forth herein shall survive
the termination of this Agreement.

         9.       TERMINATION.

         (a) In addition to the right to terminate  this  Agreement set forth in
Section 1, EPIX may terminate this Agreement immediately without prior notice to
Client in the event of the following material breaches by Client:


                                       -6-

<PAGE>




          (i) failure to timely make any payment required by this Agreement;

          (ii) failure to comply with any directive  regarding the safety of the
     workplace from EPIX or EPIX's workers'  compensation  insurance carrier (or
     its agents) or providing  incorrect  workers'  compensation  classification
     codes;

          (iii) failure to provide and maintain the  insurance  required by this
     Agreement;

          (iv) providing EPIX with any inaccurate payroll or other information;

          (v) failure to cooperate with EPIX in the investigation of a workplace
     complaint or committing any act which  restricts or limits EPIX's rights as
     an employer; or

          (vi) if a petition in  bankruptcy  is filed by or against  Client,  if
     Client  shall have made an  assignment  for the  benefit of  creditors,  if
     Client shall have voluntarily or involuntarily been adjudicated a bankrupt,
     or if a petition is filed for the reorganization of Client.

     (b)  In  addition  to  the  right to terminate  this Agreement set forth in
Section 1, Client may terminate this Agreement upon providing EPIX not less than
five business days' prior written notice in the event of the following  material
breaches by EPIX:

          (i) failure to provide and  maintain  the  insurance  required by this
     Agreement; or

          (ii) failure to provide benefits in accordance with this Agreement.

         10.  INDEPENDENT  LEGAL ADVICE.  Client  acknowledges that it is solely
responsible for obtaining independent legal advice regarding this Agreement, the
co-employment  relationship  created  hereby,  as  well as the  related  tax and
employment  law  and  other  ramifications  of  transacting   business  with  an
organization that supplies Employees governed by ss.414(n) of the Code.

         11. PRIOR  EMPLOYEE  LEASING  RELATIONSHIPS.  Client  understands  that
pursuant to Florida law, it may not enter into an employee leasing  relationship
with EPIX if Client owes a current or prior employee  leasing  company any money
pursuant to any service  agreement  which existed  between that current or prior
employee  leasing  company  and  Client,  or if Client  owes a current  or prior
insurer  any  premium  for  workers'  compensation   insurance.   Client  hereby
represents  and  warrants to EPIX that it has met any and all prior  premium and
fee  obligations  with regard to workers'  compensation  premiums  and  employee
leasing payments.

         12.  ENTIRE  AGREEMENT.  This  Agreement,  together  with  Schedule  A,
Schedule B and Exhibit A attached hereto (and incorporated herein by reference),
constitutes the entire agreement between the Parties with respect to the subject
matter hereof and supersedes all prior agreements and understandings, written or
oral, with respect to such subject matter.

         13.   MODIFICATION. This Agreement may not be altered or amended except
by written agreement duly executed by the Parties.

         14.  ASSIGNMENT.  Neither this Agreement nor any interest herein may be
assigned by either Party without the prior  written  consent of the other Party;
provided,  however, that EPIX may assign this Agreement, in whole or in part, to
any affiliate thereof without the prior consent of Client.


                                       -7-

<PAGE>




         15. SEVERABILITY.  Should  any  term,  condition  or  provision of this
Agreement be held to be invalid or unenforceable,  the balance of this Agreement
shall  remain  in full  force and  effect  and  shall be  interpreted  as if the
unenforceable part did not exist.

         16.  NOTICES.  All notices  hereunder  shall be in writing and shall be
deemed to have been duly given (a) when delivered personally,  (b) on the second
business day following the day such notice or other  communication  is sent, for
next-day or next-business-day  delivery,  by a nationally-  recognized overnight
courier,  (c) by confirmed telecopy,  or (d) on the fifth day following the date
of deposit in the United States mail if sent first class,  postage  prepaid,  by
registered or certified mail. The addresses for any notices hereunder shall be:


         EPIX IV, Inc.                          Surgical Safety Products, Inc.
         342 Madison Avenue                     2018 Oak Terrace
         Suite 622                              Sarasota, Florida 34231
         New York, New York  10173              Attention: Donald Lawrence,
         Attention:  Peter D. Deutsch,          President and Chief Operating
         General Counsel                        Officer
             (T) (212) 557-7777                    (T) (941) 927-7874
             (F) (212) 557-0677                    (F)  (941) 925-0515

Each Party may change its address for  notices by written  notice in  accordance
with this Section 16.

         17. WAIVER.  The  failure  of either  Party to enforce any provision of
this Agreement shall not be construed as a waiver of such provision or any other
provisions of this Agreement or of the right of such Party thereafter to enforce
each and every provision of this Agreement.

         18.  HEADINGS. The headings of this Agreement  are  inserted solely for
the convenience of reference and shall in no way define, limit, extend or aid in
the construction, extent or intent of this Agreement.

         19. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance  with  the  laws of the  State  of  Florida,  without  regard  to the
conflicts  of laws  principles  thereof.  The  Parties  mutually  submit  to the
exclusive  jurisdiction,  and stipulate to the venue, in any Florida state court
or  U.S.  federal  court  located  in  Hillsborough  County,  Florida,  for  the
resolution  of any dispute or claim  arising  under or in  accordance  with this
Agreement.

         20.  PREVAILING PARTY.  For  any  cause  of action commenced under this
Agreement,  the  prevailing  party  shall have the right to recover  any and all
costs and reasonable attorneys' fees associated with such cause of action.

         21.  COUNTERPARTS.  This  Agreement  may  be  executed  in  one or more
counterparts,  each of  which  shall  be an  original  and all of  which,  taken
together, shall constitute one and the same instrument.


                                       -8-

<PAGE>





         IN WITNESS WHEREOF,  the Parties have entered into this Agreement as of
the date first above written.

EPIX IV, INC. (D/B/A EPIX)


By: _____________________________________
      Name:
      Title:

Under  penalties of perjury,  I declare that I have read the foregoing  document
and that the facts stated in it are true. Additionally,  the foregoing Agreement
is agreed to.

SURGICAL SAFETY PRODUCTS, INC.


By: _____________________________________
      Name:
      Title:
                                    Guaranty

The  undersigned   Guarantor   hereby   guarantees  the  prompt  payment  and/or
performance of all obligations of Client to be paid and/or performed  hereunder,
and agrees to pay all costs,  legal  expenses  and  reasonable  attorneys'  fees
incurred  by  EPIX  in  the  collection  and  enforcement  of  all  of  Client's
obligations under this Agreement.

                                        By:
                                           -------------------------------
      Name:                                Guarantor Signature





                                       -9-

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                                      EPIX
                                   SCHEDULE A

Client Name:
Address:
City:                     State:                 Zip Code:

Telephone:  (    )                      Fax #:  (    )

On-Site Supervisor:                         Title:

                                 BILLING DETAIL


   W/C           Classification          W/C Rate                        Total
  Code
---------- --------------------------- ------------  ----- ----- ----- --------

---------- --------------------------- ------------  ----- ----- ----- --------

---------- --------------------------- ------------  ----- ----- ----- --------

---------- --------------------------- ------------  ----- ----- ----- --------

---------- --------------------------- ------------  ----- ----- ----- --------

---------- --------------------------- ------------  ----- ----- ----- --------

---------- --------------------------- ------------  ----- ----- ----- --------

Medical  Information:  Please Refer to the Schedule B for Health Rates and Owner
Contributions

                            DEPARTMENTAL INFORMATION


 Dept. #        Description             State            W/C Code
--------- -------------------------  ------------- ------------------------

--------- -------------------------  ------------- ------------------------

--------- -------------------------  ------------- ------------------------

--------- -------------------------  ------------- ------------------------

--------- -------------------------  ------------- ------------------------

--------- -------------------------  ------------- ------------------------

--------- -------------------------  ------------- ------------------------

--------- -------------------------  ------------- ------------------------


Payment Type:    Debit _          Wire   _        Certified Check  _

Frequency:       Weekly _         Bi-Weekly  _    Semi-Monthly _     Monthly _


                                      -10-

<PAGE>





Effective Date:____________       Call In: Mon _   Tue _   Wed_  Thur _  Fri _
                                  Deliver: Mon _   Tue _   Wed_  Thur _  Fri _


Delivery Via:   US Mail_    Fed Ex_    Courier Service_   Pick Up_


------------------------------------------             -----------------------
Authorized Signatory of Client                               Date


------------------------------------------             -----------------------
Authorized Signatory of EPIX                                 Date


                                      EPIX
                                   SCHEDULE B


Client Name
          ------------------------------------------------------

                              Company Contribution
                           Less than 50% contribution


Benefit Effective Date:                 # of Employees:
                    ----------------                ----------------

Benefits Paid:  Current: _   Prepaid: _   Waiting period: _____(default 90 days)

                             Medical Rates - Florida

Plan                Employee        EE/Spouse      EE/Child (ren)    EE/Family
                      Only
--------------- ---------------- ---------------- ---------------- -------------
BC/BS  BCP15
--------------- ---------------- ---------------- ---------------- -------------
BC/BS  BCP9
--------------- ---------------- ---------------- ---------------- -------------
BC/BS  BCP 2
--------------- ---------------- ---------------- ---------------- -------------
BC/BS  BCP A6
--------------- ---------------- ---------------- ---------------- -------------
PHCS PPO
--------------- ---------------- ---------------- ---------------- -------------

--------------- ---------------- ---------------- ---------------- -------------

                       Company Medical Contribution Table



                                      -11-

<PAGE>




                     Dept #           Dept #           Dept #           Dept #
--------------- ---------------- ---------------- ---------------- -------------
Employee Only
--------------- ---------------- ---------------- ---------------- -------------
EE/Spouse
--------------- ---------------- ---------------- ---------------- -------------
EE/Child(ren)
--------------- ---------------- ---------------- ---------------- -------------
EE/Family
--------------- ---------------- ---------------- ---------------- -------------

                                  Dental Rates

Plan                Employee        EE/Spouse      EE/Child (ren)    EE/Family
                      Only
--------------- ---------------- ---------------- ---------------- -------------
American -
Prepaid
--------------- ---------------- ---------------- ---------------- -------------
American -
Shenan
--------------- ---------------- ---------------- ---------------- -------------
Prudential Dental
--------------- ---------------- ---------------- ---------------- -------------

--------------- ---------------- ---------------- ---------------- -------------

                        Company Dental Contribution Table

                     Dept #           Dept #           Dept #           Dept #
--------------- ---------------- ---------------- ---------------- -------------
Employee Only
--------------- ---------------- ---------------- ---------------- -------------
EE/Family
--------------- ---------------- ---------------- ---------------- -------------

                                  Vision Rates

Plan                Employee        EE/Spouse      EE/Child (ren)    EE/Family
                      Only
--------------- ---------------- ---------------- ---------------- -------------

--------------- ---------------- ---------------- ---------------- -------------

--------------- ---------------- ---------------- ---------------- -------------

                        Company Vision Contribution Table

                     Dept #           Dept #           Dept #           Dept #
--------------- ---------------- ---------------- ---------------- -------------
Employee Only
--------------- ---------------- ---------------- ---------------- -------------
EE/Family
--------------- ---------------- ---------------- ---------------- -------------


--------------------------------             -------------------
Client Authorization                               Date

                                    Exhibit A

                            Client Account Agreement

Company Code _________________ Total Invoice per Payroll Cycle______________

Company Name: _______________________________________________________



                                      -12-

<PAGE>



Bank # Trans/ABA: ____________________ Bank Account #: __________________

Bank Name: ___________________________ Bank Contact: ____________________

Bank Address: ________________________ Bank Phone: ______________________

Client agrees to the following terms:

1.   Client  agrees  that any  amounts  due under the Client  Service  Agreement
     between Client and EPIX (the  "Agreement") will be paid by ACH or bank wire
     transfer.
2.   In respect of the amounts due under this Agreement, Client agrees that such
     amounts  will be  deposited  in Client's  account and  available to EPIX at
     least one business day prior to Client's scheduled pay date.
3.   If  available  funds are not  present  in  Client's  account  i  accordance
     herewith,  Client  agrees that EPIX shall have the right to debit  Client's
     account in an amount  equal to any amount then due and payable by Client to
     EPIX and such right shall survive termination of the Agreement.
4.   Client shall provide EPIX with an original  check from th account where the
     funds are to be debited.
5.   Unless otherwise provided herein,  this authorization  shall remain in full
     force and effect until revoked in writing by Client.



SURGICAL SAFETY PRODUCTS, INC.

By:
-------------------------------
 Name:
 Title:

Date:
-------------------------------




                                      -13-