EXHIBIT 10.37

                       CONSULTING AND ASSISTANCE AGREEMENT

THIS AGREEMENT dated this 15th day of July, 1999 by and between  SURGICAL SAFETY
PRODUCTS, INC., a Florida corporation with a principal place of business at 2018
Oak Terrace,  Sarasota,  Florida 34231  (hereinafter the "Company"),  and Triton
Capital,  Inc., a Florida corporation with a principal place of business at 2898
University Drive, Coral Springs, FL. 33065 (hereinafter "Consultant").

                                   WITNESSETH:

         WHEREAS,  Consultant  is,  inter  alia,  engaged  in  the  business  of
identifying,  reviewing,  analyzing,  structuring and  implementing  various and
diverse business and financial  relationships  and transactions on behalf of its
clients;

         WHEREAS, the Company has expressed an interest in retaining Consultant,
on a non-exclusive  basis, to provide consulting services in connection with the
review,  analysis,  structure  and, if feasible,  implementation  of various and
diverse business and financial relationships and transactions; and

         WHEREAS,  Consultant is prepared to use its best efforts, expertise and
network of clients and  contacts to provide  said  consultation  services to the
Company.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein and for other good and valuable  consideration,  the receipt and adequacy
of which is hereby acknowledged, the parties agree as follows:


1.   Engagement

1.1  The Company hereby  engages  Consultant,  and Consultant  hereby accepts to
     become engaged by the Company, as a Consultant to seek to "assist" (as such
     term is  hereinafter  defined) the Company in  accomplishing  the following
     tasks:


     1.1.1  initially  raise  equity  or debt  financing  in an amount up to Six
Million  ($6,000,000.00)  Dollars, either in lump sum or in staged financing, as
the case may be, and to thereafter raise equity or debt financing as the Company
may request ("Investment Financing");

1.2  For the Purpose of this Agreement, as it concerns Consultant's  activities,
     "assist" will mean the introduction of a party to the Company, as evidenced
     in a writing  from  Consultant,  from whom the Company  has not  previously
     obtained  investment  or trade  financing,  with  whom the  Company  is not
     presently  in  negotiation  for such  financing  or with  whom the  Company
     otherwise  has not done  business  and, at the request and direction of the
     Company,   to  assist  the  Company  in  structuring   and  negotiating  an
     arrangement with such a party. If the Company obtained or obtains financing
     from, is or was in negotiation  with any party  introduced by Consultant or
     otherwise has done or is doing business with such a party, the Company will
     provide  evidence  of such prior  business to  Consultant  upon its written
     notification to the Company.


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1.3  Scope of Services and Non-Exclusivity.  It is understood and agreed between
     the parties that:

          1.3.1  Consultant  will work in concert  with the Company and, at each
     time at the Company's request, to identify sources of capital and potential
     business   relations,   with  the  objective  of  arranging   meetings  and
     thereafter,  at the  Company's  request and  expense,  participate  in such
     meetings, for:

               1.3.1.1  Investment  Financing by such parties as venture capital
          firms,  institutional  and strategic  investors,  investment banks and
          others   potentially   interested  in  effecting  or  facilitating  an
          investment into the Company;

          1.3.2 The Company  will use its best  efforts to assist and  cooperate
     with  Consultant  in the  performance  of its duties  hereunder,  including
     promptly providing all information and documentation  reasonably  requested
     by Consultant;

          1.3.3  Consultant  may  provide  its  services  at those times (day or
     evening) and from those locations (via telephone, telefax and/or e-mail) as
     mutually agreed between Consultant and the Company; and

          1.3.4 The  Company  may  engage  other  third  parties to assist it in
     raising  and/or  providing  investment  or trade  financing  and  arranging
     business arrangements.

2.       Success Fee:

2.1      The Company will be free to accept or reject any  prospective  Business
         Arrangement Consultant proposes by so notifying Consultant in writing.

3.   Investment Financing Success Fee:

3.1  In the  event  Investment  Financing  is  secured,  the  Company  will  pay
     compensation  equal to eight  percent  (8%) of the amount of equity or debt
     raised as a Success  Fee to the  person or entity  placing  such  equity or
     debt;  provided  that such person or entity is  qualified  to receive  such
     compensation in the state of residence, incorporation or principal place of
     business,  as applicable,  of the investor and in addition, if warrants are
     granted to the  investor,  the  Company  will grant  warrants  to  purchase
     100,000  shares of the Company's  Common Stock for each $1 million  funded,
     exercisable at any time up to the last business day of the sixtieth  (60th)
     month from the date of issue which will  provide that such person or entity
     will have the right to acquire restricted common stock of the Company at an
     exercise  price  equal to that of the  closing  bid price of the  Company's
     shares on the date of the  completion of the  transaction,  which  warrants
     shall contained provisions for "piggy-back"  registration rights and rights
     for cashless exercise.  The said warrants and underlying securities will be
     issued to such person or entity subject to usual and standard restrictions,
     such as restrictions pursuant to Rule 144 under the Securities Act of 1933,
     as amended (the "Act"),  and will contain the same rights and privileges as
     granted to the investor.

3.2  The  Company  will be free to accept or reject any  prospective  Investment
     Financing  Consultant  proposes  by so  notifying  Consultant  in  writing.
     Notwithstanding  anything to the contrary  contained herein, if the Company
     enters into an  arrangement  for  Investment  Financing  within one hundred
     eighty (180) days  following  its written  notice of rejection on terms and
     conditions  less  favorable to the Company  (excluding  computation  of the



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     Success  Fee),   the  Company  will  pay  the  person  or  entity  to  whom
     compensation  would  have  been  paid  the  sum  of  _____________  Dollars
     ($_________) at each such closing thereon.

4.   Conflict.  The Company  expressly  understands  that Consultant  and/or its
     managers,  partners,  shareholders,   officers,  directors,  affiliates  or
     representatives may have an ownership interest in, be a director or officer
     of, or otherwise  be in a  contractual  relationship  with a party (i) from
     whom the Company may obtain Investment  Financing or Trade Financing,  (ii)
     with whom the Company may enter into a Business Arrangement,  or (iii) from
     whom  Consultant may receive  compensation  independent of, and in addition
     to, the Success Fee due and payable pursuant to this Agreement. The Company
     hereby  expressly  waives any and all direct or indirect  conflict that may
     arise  from any such  relationships;  provided  that in each  instance  the
     Company has been informed of its existence.

5.   Expenses.  Forthwith  upon its  submission  of an invoice  therefor  to the
     Company,  the  Company  will  reimburse  Consultant  for  any  pre-approved
     disbursements  or expenses  advanced by Consultant on behalf of the Company
     in the performance of this Agreement.

6.   Confidentiality and Non-Circumvention.

6.1  Each party will treat  information  provided by the other party pursuant to
     this  Agreement  as  confidential  ( as it  relates  to  the  Company,  the
     "Confidential Information";  as it relates to Consultant, the "Confidential
     Contacts").  The recipient  thereof will not,  directly or  indirectly  (a)
     transfer or disclose any Confidential Information or Confidential Contacts,
     as the case may be, to any third party (other than its  representatives  as
     hereinafter  provided  or  otherwise  as  required  by  law),  (b)  use any
     Confidential  Information or Confidential Contacts, as the case may be, for
     any purpose other than for its representatives'  information and assessment
     without the prior written approval of the disclosing party.

6.2  As used herein:

          6.2.1   as it relates to the Company, "Confidential  Information" will
     include,  regardless  of  the  medium,  all  confidential  and  proprietary
     information so marked when disclosed,  including financial data,  research,
     know-how,  test data,  technology,  and other trade secrets relating to the
     Company,  furnished or made available by the Company.  Notwithstanding  the
     foregoing,   the  Company's  Confidential   Information  will  not  include
     information  which  Consultant can evidence was prior to its receipt (i) in
     the public domain  (other than as a result of a breach of this  Agreement),
     (ii) in Consultant's  possession,  or (iii)  independently  known through a
     party other than the  Company,  which party has no duty of  confidentiality
     and otherwise has the right to disclose same; and

          6.2.2  as it  relates  to  Consultant,  "Confidential  Contacts"  will
     include any person, firm or entity with whom Consultant has contact or done
     business,  except  any  Confidential  Contact  from  whom the  Company  can
     evidence it has previously obtained Investment Financing or Trade Financing
     or with whom it has otherwise done  business,  as the case may be, prior to
     the date  Consultant  makes  such  Confidential  Contact  available  to the
     Company.

6.3  Except as  specifically  agreed to in  writing  between  the  parties,  the
     Company agrees it will not,  directly or  indirectly,  without first having
     obtained   Consultant'   written  consent,   which  consent  shall  not  be
     unreasonably withheld: (i) negotiate or enter into, or attempt to negotiate



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     or enter into, any agreement,  covenant or understanding,  written or oral,
     with any  Confidential  Contacts in regard to Investment  Financing,  Trade
     Financing  or  Business  Arrangements;  or (ii)  advise  others to  utilize
     Confidential   Contacts  for   investment  or  trade  finance  or  business
     arrangements;  or (iii) interfere with, circumvent,  frustrate or otherwise
     impede in any manner the  relationship of Consultant with any  Confidential
     Contacts.

6.4  The permitted  recipient of any  Confidential  Information and Confidential
     Contacts, as the case may be:

          6.4.1 will take all necessary or appropriate action to (i) protect the
     Confidential  Information or the Confidential Contacts, as the case may be,
     which  standard of protection  will be no less  stringent  than it takes to
     protect its own proprietary and confidential information,  and (ii) prevent
     its  employees,  agents  and/or  representatives  from  acting  in a manner
     inconsistent with the terms of this Agreement; and

          6.4.2   may   disclose   same   to  its   employees,   agents   and/or
     representatives  having a need for  access  thereto  by virtue  of  his/its
     employment or engagement by recipient,  and who/which have been  instructed
     as to,  and have  agreed to be bound by, the terms and  conditions  of this
     Agreement  prior  to the  disclosure  of the  Confidential  Information  or
     Confidential Contacts, as the case may be.


7.   Equitable  Relief.  Each party  hereto  agrees that any  violation  of this
     Agreement by one party may result in irreparable injury to the other party,
     because the Confidential  Information,  as it concerns the Company, and the
     Confidential  Contacts, as it concerns Consultant,  and the fruits thereof,
     are valuable in ways not susceptible to full and accurate valuation or have
     an  adequate  remedy  at law in the  event the  other  party  breaches  the
     provisions of this Agreement.  Accordingly,  the Company and Consultant, as
     the case may be, may be entitled to  injunctive  relief or other  equitable
     remedy to  prevent,  curtail  or enforce  any such  breach,  threatened  or
     actual,  or the  performance  of this  Agreement.  The foregoing will be in
     addition,  and without  prejudice,  to such other rights as the Company and
     Consultant may have at law or in equity.  The parties each  acknowledge and
     agree that the covenants  contained herein are necessary for the protection
     of the other party's legitimate  business  interest,  and are reasonable in
     scope.


8.   Indemnification.  The Company and  Consultant  will indemnify and hold each
     other and their respective directors,  employees, agents and controlled and
     controlling persons,  harmless from and against any and all losses, claims,
     damages,   liabilities  and  expenses,  joint  or  several,  including  all
     reasonable  fees and expenses of counsel,  whether or not  resulting in any
     liability  relating to or arising from any acts taken by Consultant and the
     Company,  as the case may be,  for the other  pursuant  to this  Agreement;
     provided,   however,  that  neither  the  Company  no  Consultant  will  be
     responsible  for any  losses,  claims,  damages,  liabilities  or  expenses
     relating to or arising from the other's  negligence or wrongdoing.  Nothing
     in this  Agreement  will be  interpreted  to create an agency  between  the
     Company  and  Consultant,  nor will  Consultant  or the  Company act in any
     manner to bind the other  vis-a-vis  third  parties  without  first  having
     obtained the other party's written consent.

9.   Termination.



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9.1  Either party may terminate  this Agreement upon five (5) days prior written
     notice  to the  other  party.  As of the  date  that  termination  of  this
     Agreement becomes effective:

          9.1.1 Consultant will forthwith cease to perform its duties hereunder;

          9.1.2 The Company will continue to be obligated to pay, or to complete
     the  payment,  when due of each  Success  Fee; to grant  warrants due or to
     become  due and  owing to  Consultant  or other  person  or  entity  for it
     services  rendered  prior to  termination  of this Agreement and to pay any
     outstanding invoices for approved expenses; and

          9.1.3  Notwithstanding  anything to the contrary contained herein, the
     provisions of this Agreement  relating to the payment of fees, the granting
     of warrants,  the payment of expenses,  confidentiality,  and each of their
     enforcement,  indemnification  and  evidence of  transactions  will survive
     termination of this Agreement.

10.  Evidence of Transactions. The Company will provide Consultant with evidence
     of any  potential  or  completed  transaction  relating  to this  Agreement
     forthwith and will keep Consultant appraised of all communications relating
     to such transaction.

11.  Arbitration.

11.1 Any  controversy  or  dispute  arising  out of or in  connection  with this
     Agreement,  or the breach thereof  ("Dispute"),  will be settled by binding
     arbitration  conducted in accordance with the Commercial  Arbitration Rules
     of the American Arbitration Association ("AAA") in effect at that time. Any
     such arbitration will take place in Florida before (1) arbitrator; however,
     if the parties hereto disagree as to such appointment, the arbitration will
     be before three (3)  arbitrators,  one of whom is to be  designated  by the
     Company,  one by  Consultant  and  the  third  by the  two  arbitrators  so
     designated.  All of the  arbitrators so designated will be from any list or
     panel published by the AAA. The decision by the arbitrators  will state the
     reasons for the award, and will be binding and conclusive upon the parties,
     their successors and assigns, all of whom will comply with such decision in
     good faith as if it were a final  decision  of a court.  Each party  hereby
     submits itself to the  jurisdiction of the  appropriate  courts in the city
     designated  for the  arbitration  for the entry of judgment with respect to
     the decision of the arbitrators  hereunder.  Notwithstanding the foregoing,
     judgment  upon the award may be  entered in any court  having  jurisdiction
     thereof.

11.2 The  arbitrators  will  have  the  power to (i)  order  the  production  of
     documents under the AAA Rules by one party for inspection and  reproduction
     by the  other  party,  (ii) in  addition  to  damages  and  other  remedies
     available at law, grant preliminary and/or permanent injunctive relief, and
     (iii) order specific performance and/or other equitable relief.

12.  Costs.

12.1 In the event of a Dispute leading to arbitration as set forth  hereinabove,
     the losing  party will  reimburse  the  prevailing  party its  "Costs"  (as
     hereinafter  defined).  As used  herein,  the  term  "Costs"  will  include
     reasonable  attorneys' fees and costs of  arbitration,  recovery of a money
     award  and  other  relief  (including,   but  not  limited  to,  settlement
     negotiations).  The arbitrators will, in the first instance,  include Costs
     of the arbitration in the award, and the arbitrators will adjudge any other
     Costs on the basis of the Dispute as a whole.



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12.2 If the arbitrators determine that: (i) neither party prevailed,  each party
     will bear its own Costs; or (ii) if a party only partially prevailed,  such
     partially prevailing party will be awarded a pro-rata portion of its Costs.

13.  Notice.  Any notice or other  communication  required or  authorized  to be
     given by either party to the other hereunder will be deemed given by either
     party to the other hereunder when received in writing, either personally or
     by registered mail,  telex,  telegraph,  cable or telefax (postage or other
     charges prepaid), addressed as first above written or to such other address
     as a party has given notice under this paragraph.

14.  Entire  Agreement.   This  Agreement  contains  the  entire  agreement  and
     understanding between the parties hereto with respect to the subject matter
     hereof,  and merges and supercedes all prior  discussions and writings with
     respect hereto. No modifications or alterations of this Agreement or waiver
     of any of its  provisions  will be  effective  unless made in writing,  and
     signed by each party hereto.

15.  Governing  Law.  This  Agreement  will  be  governed  by and  construed  in
     accordance with the laws of the State of Florida.

16.  Cooperation.  Each party hereto  agrees to execute all  documents  and take
     such actions as are appropriate or may be reasonably requested by the other
     party so as to effectuate the terms and discharge the  responsibilities  of
     such party under this Agreement.

17.  Miscellaneous.   This  Agreement  may  be  executed  in  counterparts.   No
     representations  relating to the subject matter of this Agreement have been
     made or  relied  upon by any  party  that is not  set  forth  herein.  This
     Agreement  may not be assigned by either  party  without the prior  written
     consent of the other  party.  The  invalidity  or  unenforceability  of any
     particular   provision  of  this   Agreement  will  not  affect  the  other
     provisions, and this Agreement will be construed in all respects as if such
     invalid or unenforceable provision were omitted.

         WHEREFORE,  the parties  hereto have executed this  Agreement as of the
date first above written.

SURGICAL SAFETY PRODUCTS, INC.

By: /s/ Frank Clark
--------------------------------
      Frank Clark,
      President & CEO


TRITON CAPITOL, INC.,
Consultant

By: /s/Neil Grossman
------------------------------
     Neil Grossman
     President