Exhibit 10.34


                             Ten Peaks Capital Corp.
                          2748 Adeline Street, Suite A
                               Berkeley, CA 94703
               Telephone: (510) 843-1842 Facsimile: (510) 843-0901


May 14, 1999


Mr. Frank M. Clark
President and Chief Executive Officer
Surgical Safety Products, Inc.
2018 Oak Terrace
Sarasota, FL 34231

Via Facsimile: (941) 924-0315

Dear Frank:

Please accept the fee schedule (the ASchedule@), and the miscellaneous provision
(the AMiscellaneous Provisions@) to the Schedule (collectively, the Schedule and
the Miscellaneous  Provisions are referred to as the AAgreement@),  as described
herein below, as acknowledgment by Surgical Safety Products, Inc. and any of its
affiliates (collectively,  the ACompany@) of the compensation that shall be paid
to Ten Peaks Capital Corp. and any of its affiliates (collectively, ATPC@), as a
Finder=s Fee (The AFee@) for successfully  securing financing for the Company as
further  described  in  sections  2,3 and 4 below,  whether in the form of cash,
equity  or  a  combination   thereof  through  direct   investment  or  business
combinations, including but not limited to an acquisition, merger, joint venture
agreement, license agreement or partnership (a ATransaction@), for and on behalf
of the Company from prospective  investors or strategic  partners  identified by
TPC  (AIdentified  Prospects@)1  and  introduced  by  TPC to  the  Company  in a
meaningful  way.  The Fee may be paid to TPC in the form of cash,  equity or any
combination there of to be determined by good faith negotiations between TPC and
the  Company.  During the term of the  Agreement,  TPC shall use its  reasonable
efforts to secure a  Transaction  for the Company.  The Company will be under no
obligation to consummate a Transaction with Identified Prospects.

The  following  is the Schedule of the Fee to be paid by the Company to TPC both
upon the execution of the Agreement (the "Execution Date") and upon


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consummation by the Company during the term of the Agreement and for a period of
six months there after of a Transaction involving Identified Prospects.

1.      Retainer fee.

The Company shall pay to TPC the one-time fee of four thousand  dollars ($4,000)
upon the execution of the Agreement (the AExecution  Date@) by the Company.  The
fee shall be paid to TPC to cover the up-front  expenses incurred by TPC for the
entire  term of the  Agreement  in an  effort to  secure a  Transaction  for the
Company.  The Company  shall pay the Retainer Fee in the following  manner:  the
Company  shall  inform  its  transfer  agent to lease to TPC up to six  thousand
(6,000)  shares of the  Company=s  common  stock,  par value $0.001 (the ACommon
Stock@).  The shares  shall be issued to TPC at the fair market value (the AFair
Market  Value=) of the Common Stock as of the Execution  Date and as reported by
Bloomberg,  LLP on the Execution Date.  However, if the Fair Market Value of the
Common Stock is less than $0.66,  then the Company  shall pay the balance of the
difference  between the four thousand dollar  ($4,000)  Retainer Fee and the six
thousand (6,000) shares of the Common Stock in cash.

2.   For Total Gross Proceeds of $1,000,000 or Less.

For any amount  equal to or less than one  million  dollars  ($1,0000,000),  TPC
shall be paid a sum equal to five percent (5%) of the total gross  proceeds (the
AGross Proceeds@),  whether in the form of cash, equity or a combination thereof
received by the Company.

3.   For   Total  Gross  Proceeds  of  greater  than  $1,000,00  and  less  than
$2,000,000.

For any amount greater than one million  dollars  $1,000,000)  and less than two
million dollars ($2,000,000), TPC shall be paid a sum equal to five percent (5%)
of the Gross Proceeds.

4.   For Total Gross Proceeds in Excess of $2,000,000.

TPC  shall be paid a sum  equal  to four  percent  (4%) of the next one  million
dollars  ($1,000,000)  raised  in  excess  of  the  first  two  million  dollars
($2,000,000) raised for the Company. After which, TPC shall be paid on a sliding
scale;  pursuant to which TPC shall  receive an amount equal to the sum of three
percent (3%) of the fourth one million dollars  raised,  two percent (2%) of the
fifth one million dollars  raised,  and one percent (1%) for each additional one
million dollars raised thereafter.  Additionally,  any fraction thereof shall be
adjusted  in  accordance  with the  Schedule.  For  example,  should the Company
receive $1.5 million in a transaction, the Fee shall be equivalent to the sum of
five  percent (5%) of the first  $1,000,000,  plus five percent (5%) of the last
$500,000 for a net value of the Fee equal to $75,000.

5.  The Duties and Obligations  (the "Duties and  Obligations")  of TPC pursuant
        to the Agreement.

The  Duties  and  Obligations  of TPC shall  include,  but not be limited to the
following:




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TPC  shall   provide  the  Company  and  its   subsidiary   with  the  necessary
introductions to Identified  Prospects,  which shall include, but not be limited
to, any  individual  person,  company,  partnership,  or other  entity  that may
provide  the  Company  and the  Company=s  subsidiary  with a  financial  and/or
strategic  opportunity;  whereas,  TPC shall seek an investment and or financial
partner (the APartner@) for the Company and its  subsidiary,  which may include,
but not be limited to the  following:  an outright  financial  investment by the
Partner  for the equity  shares of the  Company or its  subsidiary,  a financial
investment  by the Partner for a future stake in the  revenues  generated by the
Company or its  subsidiary;  or a  financial  investment  by the  Partner  for a
combination of the Company=s and or its  subsidiary=s  equity and future revenue
streams;

TPC shall provide the Company  strategic advice and consultation with respect to
ways in which to increase the Company=s equity share price;

TPC shall  review,  comment and edit both for content and  structure  all of the
Company=s Securities and Exchange Commission filings, public releases (including
all press releases),  Aroad show@ materials,  and that Company business plan and
executive summary;

TPC shall  provide  the  Company  with the  necessary  access to the  investment
community.  Access may include  meetings with the Atop-tier@  investment  banks,
hedge-fund managers,  mutual fund managers and other similar institutions within
both the  Asell-side@  and  Abuy-side@  investment  communities,  in a concerned
effort to provide  the Company  with  increased  visibility  which may result in
additional coverage and sponsorship; and

TPC shall  provide  the  Company  advice  and  consultation  with  regard to the
Company=s day-to-day and long-term business, financial and strategic decisions.





<PAGE>


5.  Miscellaneous Provisions.

5.1 The Term of the Agreement.

     The Term of the  Agreement  shall be three (3)  months  from the  Execution
Date.  Should  the  Company,  within  the  Term  of the  Agreement,  enter  into
meaningful discussions and/or negotiations with an Identified Prospect, then the
Term shall be automatically extended for an additional three (3) month period..

5.2  Consulting Arrangement.

     In  the  event  that  the  Company,   in  its  discretion,   consummates  a
Transaction,  then the Company  and TPC shall  enter into a separate  consulting
agreement (the  "Consulting  Agreement"),  which shall be in accordance with the
following terms:

     (2)1 The term of the  Consulting  Agreement  (the ATerm@)  shall be six (6)
          months  from  the  date  of  consummation  of  the  Transaction;   and

     (2)2 The  consulting  fee (the  AConsulting  Fee@) shall be five  thousand
          dollars  ($5,000)  per  month,  to be paid to TPC in the form of cash,
          equity or any  combination  thereof  to be  determined  by good  faith
          negotiations between TPC and the Company.

Should you have any  questions or comments  please do not hesitate to contact us
at (510)  843-1842.  Thank you for your time  concerning the above matter and we
look forward to helping  Surgical Safety  Products,  Inc.  achieve its financial
goals.

Very truly yours,

Ten Peaks Capital Corp.


By:/s/ David A. Flake              By:/s/ John T. McCamant
   -------------------                --------------------
    David A. Flake, Esq.               John T. McCamant


ACCEPTED AND AGREED to this _14_ day of May 1999.

By:     /s/ Frank M. Clark
     ----------------------
        Frank M. Clark
        Safety Surgical Products, Inc.

Cc:     David Collins - Chief Financial Officer
        Irwin Newman

        DAR/daf


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1 "Identified Prospects" as defined above, shall include, but not be limited to,
the following: any individual person; company,  partnership, or any other entity
which is  recognized  under the laws or  statutes  of the  United  States or any
foreign jurisdiction.