EXHIBIT 10.39
Customer Agreement


Thank you for doing business with us. We strive to provide you with high quality
Products and Services.  If, at any time, you have any questions or problems,  or
are not completely satisfied, please let us know. Our goal is to do our best for
you.

This  IBM  Customer   Agreement   (called  the   "Agreement")   covers  business
transactions  you may do with us to purchase  Machines,  license  Programs,  and
acquire Services.

This Agreement and its applicable  Attachments and Transaction Documents are the
complete agreement regarding these  transactions,  and replace any prior oral or
written communications between us.

By signing below for our respective Enterprises,  both of us agrees to the terms
of this  Agreement.  Once signed,  1) any  reproduction  of this  Agreement,  an
Attachment,  or  Transaction  Document  made by  reliable  means  (for  example,
photocopy  or  facsimile)  is  considered  an original  and 2) all  Products and
Services you order under this Agreement are subject to it.



Agreed to: (Enterprise name)         Agreed to:
                                     International Business Machines Corporation


By_____________________________      By______________________________________
Authorized Signature                     Authorized Signature

Name (type or print):                Name (type or print):

Date:                                Date:

Enterprise Number:                   Agreement Number:

Enterprise Address:                  IBM address:



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Customer Agreement
Table of Contents


<TABLE>
<CAPTION>
Section   Title                              Page      Section   Title                       Page
-------------------------------------------------      ------------------------------------------
<S>       <C>                                <C>       <C>       <C>                         <C>
Part 1 -  General                             3        Part 4 -  Programs                    13
1.1       Definitions                         3        4.1       License                     13
1.2       Agreement Structure                 4        4.2       License Details             13
                                              4        4.3       Program Components Not
1.3       Delivery                                               Used on the Designated      13
                                                                 Machines
                                              5        4.4       Distributed System License
1.4       Charges and Payment                                    Option                      13
1.5       Changes to the Agreement            5        4.5       Program Testing             14
          Terms
1.6       IBM Business Partners               6        4.7       Packaged Programs           14
1.7       Mutual Responsibilities             6        4.8       Program Services            14
1.8       Your Other Responsibilities         6        4.9       License Termination         14
1.9       Patents and Copyrights              7
1.10      Limitation of Liability             7
1.11      Agreement Termination               8

1.12      Geographic Scope                    8        Part 5 - Services                     15

1.13      Governing Law                       8
                                                       5.1       IBM Services                15
Part 2 -  Warranties                           9       5.2       Personnel                   15
                                                       5.3       Materials Ownership and     15
                                                                 License
2.1       The IBM Warranties                   9       5.4       Changes to Service Terms    15
2.2       Extent of Warranty                   9       5.5       Renewal                     16
2.3       Items Not Covered By                10       5.6       Termination and Withdrawal
                                                                 Warranty                    16
                                                       5.7       Service for Machines (during
                                                                 and after warranty)         16
                                                       5.8       Maintenance Coverage        17
Part 3 -  Machines                            11

3.1       Title and Risk of Loss              11
3.2       Production Status                   11
3.3       Installation                        11
3.4       Licensed Internal Code              11
3.5       Machine Code                        12
</TABLE>



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Customer Agreement
Part 1  -  General

1.1    Definitions
           Customer-set-up  Machine is an IBM Machine that you install according
           to our instructions. Date of Installation is the following:

     1.   for an IBM Machine we are responsible for installing, the business day
          after the day we  install  it or, if you defer  installation,  make it
          available to you for subsequent installation by us;

     2.   for a  Customer-set-up  Machine  and a  non-IBM  Machine,  the  second
          business day after the Machine's  standard transit  allowance  period;
          and

     3.   for a Program, the latest of -

          a.   the day after its testing period ends,

          b.   the second  business  day after the  Program's  standard  transit
               allowance period, or

          c.   the  date,  specified  in a  Transaction  Document,  on  which we
               authorize you to make a copy of the Program, or

          d.   the date  you  distribute  a copy of a  chargeable  component  in
               support of your authorized use of the Program.

           Designated  Machine is either 1) the  machine on which you will use a
           Program for  processing and which we require you to identify to us by
           type/model and serial number,  or 2) any machine on which you use the
           Program if we do not require you to provide  this  identification  to
           us.

     Enterprise is any legal entity (such as a corporation) and the subsidiaries
     it owns by more than 50 percent.  The term "Enterprise" applies only to the
     portion of the enterprise located in the United States or Puerto Rico.

     Machine is a machine, its features,  conversions,  upgrades,  elements,  or
     accessories, or any combination of them. The term "Machine" includes an IBM
     Machine and any non-IBM  Machine  (including  other  equipment) that we may
     provide to you.

     Materials  are  literary  works  or  other  works  of  authorship  (such as
     programs,  program listings,  programming  tools,  documentation,  reports,
     drawings  and  similar  works)  that  we may  deliver  to you as  part of a
     Service.  The  term  "Materials"  does not  include  Programs  or  Licensed
     Internal Code.

     Product is a Machine or a Program.

     Program is the  following,  including the original and all whole or partial
     copies:

     1.   machine-readable instructions and data;

     2.   components;

     3.   audio-visual content (such as images, text, recordings,  or pictures);
          and

     4.   related licensed materials.

     The term "Program"  includes an IBM Program and any non-IBM Program that we
     may provide to you.  The term does not include  Licensed  Internal  Code or
     Materials.

     Service  is  performance  of a  task,  provision  of  advice  and  counsel,
     assistance,  or access  to a  resource  (such as  access to an  information
     database) we make available to you.

     Specifications  is a  document  that  provides  information  specific  to a
     Product.  For an IBM  Machine,  we call the  document  "Official  Published
     Specifications."   For  an  IBM  Program,  we  call  it  "Licensed  Program
     Specifications," or "License Information."



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     Specified  Operating  Environment is the Machines and Programs with which a
     Program  is  designed   to  operate,   as   described   in  the   Program's
     Specifications.

1.2        Agreement Structure

     Attachments

     Some  Products and  Services  have terms in addition to those we specify in
     this  Agreement.  We  provide  the  additional  terms in  documents  called
     "Attachments,"  which are also part of this Agreement.  Attachments will be
     signed by both of us if requested by either of us.

     Transaction Documents

     For each  business  transaction,  we will provide you with the  appropriate
     "Transaction   Documents"   that  confirm  the  specific   details  of  the
     transaction.  Transaction  Documents  will  be  signed  by  both  of  us if
     requested  by either of us.  The  following  are  examples  of  Transaction
     Documents with examples of the information they may contain:

     1.   addenda (contract-period duration, start date, and total quantity);

     2.   exhibits (eligible Products by category);

     3.   invoices (item, quantity, and amount due);

     4.   statements of work (scope of Services, responsibilities, deliverables,
          completion  criteria,  estimated  schedule  or  contract  period,  and
          charges); and

     5.   supplements  (Machine  quantity  and type  ordered,  price,  estimated
          shipment date, and warranty period).

     Conflicting Terms

     If there is a conflict among the terms in the various  documents,  those of
     an  Attachment  prevail  over  those  of this  Agreement.  The  terms  of a
     Transaction Document prevail over those of both of these documents.

     Our Acceptance of Your Order

     A Product or Service  becomes subject to this Agreement when we accept your
     order by doing any of the following:

     1.   sending you a Transaction Document;

     2.   shipping the Machine or making the Program available to you; or

     3.   providing the Service.

     Your Acceptance of Additional Terms

     You accept the additional terms in an Attachment or Transaction Document by
     doing any of the following:

     1. signing the Attachment or Transaction Document;

     2. using the Product or Service, or allowing others to do so; or

     3. making any payment for the Product or Service.




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1.3     Delivery
           We will try to meet  your  delivery  requirements  for  Products  and
           Services   you  order,   and  will   inform  you  of  their   status.
           Transportation  charges,  if  applicable,  will  be  specified  in  a
           Transaction Document.

1.4    Charges and Payment
           The amount  payable for a Product or Service  will be based on one or
           more of the following types of charges:

     1.   one-time (for example, the price of a Machine);

     2.   recurring (for example, a periodic charge for Programs or measured use
          of Services);

     3.   time and materials (for example, charges for hourly Services); or

                4. fixed price (for example, a specific amount agreed to between
           us  for a  custom  Service).

     Depending on the particular Product,  Service, or circumstance,  additional
     charges may apply (such as special handling or travel related expenses). We
     will inform you in advance whenever additional charges apply.

     Recurring charges for a Product begin on its Date of Installation.  Charges
     for Services are billed as we specify which may be in advance, periodically
     during the performance of the Service, or after the Service is completed.

     Amounts  are due upon  receipt  of invoice  and  payable as we specify in a
     Transaction  Document.  You agree to pay  accordingly,  including  any late
     payment fee.

     If any authority  imposes a duty, tax, levy, or fee,  excluding those based
     on our net income,  upon any  transaction  under this  Agreement,  then you
     agree to pay that amount as  specified  in the invoice or supply  exemption
     documentation.  You are  responsible  for personal  property taxes for each
     Product from the date we ship it to you.

     One-time and recurring  charges may be based on  measurements  of actual or
     authorized  use  (for  example,  number  of  users  or  processor  size for
     Programs,  meter  readings for  maintenance  Services,  or connect time for
     network Services). You agree to provide actual usage data if we specify. If
     you make changes to your  environment that impact use charges (for example,
     change processor size or configuration for Programs), you agree to promptly
     notify  us and  pay  any  applicable  charges.  Recurring  charges  will be
     adjusted accordingly.  Unless we agree otherwise, we do not give credits or
     refunds  for charges  already due or paid.  In the event that we change the
     basis of measurement, our terms for changing charges will apply.

     We may increase  recurring  charges for Products and  Services,  as well as
     labor rates and minimums for Services  provided  under this  Agreement,  by
     giving you three months' written notice.  An increase  applies on the first
     day of the invoice or  charging  period on or after the  effective  date we
     specify in the notice.

     We may increase  one-time charges without notice.  However,  an increase to
     one-time  charges  does not apply to you if 1) we receive your order before
     the  announcement  date of the increase and 2) one of the following  occurs
     within three months after our receipt of your order:

     1.   we ship you the Machine or make the Program available to you;

     2.   you make an  authorized  copy of a Program or  distribute a chargeable
          component of a Program to another Machine; or

     3.   a Program's  increased use charge becomes due. You receive the benefit
          of a decrease in charges for amounts  which become due on or after the
          effective date of the decrease.  Services for which you prepay must be
          used  within  the  applicable  contract  period.   Unless  we  specify
          otherwise,  we do not give  credits  or  refunds  for  unused  prepaid
          Services.



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1.5    Changes to the Agreement Terms
           In order to maintain flexibility in our business relationship, we may
           change  the  terms of this  Agreement  by giving  you  three  months'
           written  notice.  However,  these changes are not  retroactive.  They
           apply, as of the effective date we specify in the notice, only to new
           orders and  on-going  transactions  (such as  licenses,  except  that
           changes  to  license  termination  terms are  effective  only for new
           orders).  Part 5 of this Agreement contains additional provisions for
           changes to the terms of individual Service transactions.
           Otherwise,  for a  change  to be  valid,  both  of us must  sign  it.
           Additional or different terms in any written  communication  from you
           (such as an order) are void.

1.6    IBM Business Partners
           We have signed  agreements  with certain  organizations  (called "IBM
           Business Partners") to promote,  market, and support certain Products
           and  Services.  When you order our Products or Services  (marketed to
           you by IBM Business  Partners) under this Agreement,  we confirm that
           we are  responsible  for  providing  the  Products or Services to you
           under the  warranties and other terms of this  Agreement.  We are not
           responsible  for 1) the  actions  of IBM  Business  Partners,  2) any
           additional  obligations  they  have to  you,  or 3) any  products  or
           services that they supply to you under their agreements.

1.7     Mutual Responsibilities
           Both of us agree that under this Agreement:

     1.   neither of us grants the other the right to use its trademarks,  trade
          names, or other  designations in any promotion or publication  without
          prior written consent;

     2.   all information exchanged is nonconfidential. If either of us requires
          the  exchange  of  confidential  information,  it will be made under a
          signed confidentiality agreement;

     3.   each is free to enter into similar agreements with others;

     4.   each grants the other only the licenses and rights specified. No other
          licenses or rights  (including  licenses or rights under  patents) are
          granted;

     5.   each may  communicate  with the  other by  electronic  means  and such
          communication  is acceptable as a signed  writing.  An  identification
          code  (called a "user ID")  contained  in an  electronic  document  is
          legally  sufficient to verify the sender's identity and the document's
          authenticity;

     6.   each will allow the other  reasonable  opportunity to comply before it
          claims that the other has not met its obligations;

     7.   neither of us will bring a legal  action more than two years after the
          cause of action arose; and

     8.   neither of us is  responsible  for failure to fulfill any  obligations
          due to causes beyond its control.

1.8    Your Other Responsibilities
           You agree:

     1.   not to assign,  or otherwise  transfer,  this Agreement or your rights
          under  this  Agreement,  delegate  your  obligations,  or  resell  any
          Service,  without our prior written  consent.  Any attempt to do so is
          void;

     2.   to acquire Machines with the intent to use them within your Enterprise
          and not for  reselling,  leasing,  or  transferring  to a third party,
          unless either of the following applies:

          a.   you are arranging lease-back financing for the Machines, or

          b.   you purchase them without any discount or  allowance,  and do not
               remarket them in competition with our authorized remarketers;

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     3.   to allow us to install  mandatory  engineering  changes (such as those
          required  for  safety)  on a Machine.  Any parts we remove  become our
          property.  You represent that you have the  permission  from the owner
          and any lien holders to transfer  ownership and  possession of removed
          parts to us;

     4.   that you are responsible for the results  obtained from the use of the
          Products and Services;

     5.   to  provide  us  with  sufficient,  free,  and  safe  access  to  your
          facilities for us to fulfill our obligations; and

     6.   to comply with all applicable export and import laws and regulations.

1.9    Patents and Copyrights
           For purposes of this Section,  the term "Product"  includes Materials
           (alone or in combination with Products we provide to you as a system)
           and Licensed Internal Code.

     If a third  party  claims that a Product we provide to you  infringes  that
     party's  patent or copyright,  we will defend you against that claim at our
     expense  and pay all  costs,  damages,  and  attorney's  fees  that a court
     finally awards, provided that you:

     1.   promptly notify us in writing of the claim; and

     2.   allow us to  control,  and  cooperate  with us in, the defense and any
          related  settlement  negotiations.

     If such a claim is made or appears  likely to be made,  you agree to permit
     us to enable  you to  continue  to use the  Product,  or to  modify  it, or
     replace  it  with  one  that is at  least  functionally  equivalent.  If we
     determine  that none of these  alternatives  is reasonably  available,  you
     agree to return the Product to us on our written request. We will then give
     you a credit equal to:

     1.   for a  Machine,  your  net  book  value  provided  you  have  followed
          generally-accepted accounting
                principles;

     2.   for a Program, the amount paid by you or 12 months' charges (whichever
          is less); and

     3.   for Materials,  the amount you paid us for the Materials.  This is our
          entire obligation to you regarding any claim of infringement.

           Claims for Which We are Not Responsible

     We have no obligation regarding any claim based on any of the following:

     1.   anything you provide which is incorporated into a Product;

     2.   your  modification of a Product,  or a Program's use in other than its
          Specified Operating Environment;

     3.   the  combination,  operation,  or use of a Product with other Products
          not provided by us as a system, or the combination,  operation, or use
          of a Product with any  product,  data,  or  apparatus  that we did not
          provide; or

     4.   infringement by a non-IBM Product alone, as opposed to its combination
          with Products we provide to you as a system.

1.10   Limitation of Liability
           Circumstances  may arise  where,  because of a default on our part or
           other liability, you are entitled to recover damages from us. In each
           such  instance,  regardless of the basis on which you are entitled to
           claim  damages from us  (including  fundamental  breach,  negligence,
           misrepresentation,  or other  contract or tort claim),  we are liable
           for no more than:

     1.   payments  referred to in our patents and  copyrights  terms  described
          above;


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     2.   damages  for  bodily  injury  (including  death)  and  damage  to real
          property and tangible personal property; and

     3.   the amount of any other actual  direct  damages,  up to the greater of
          $100,000 or the charges (if recurring,  12 months'  charges apply) for
          the Product or Service that is the subject of the claim.  For purposes
          of this item,  the term  "Product"  includes  Materials  and  Licensed
          Internal  Code.  This limit also applies to any of our  subcontractors
          and  Program  developers.  It is the  maximum  for  which  we and  our
          subcontractors and Program developers are collectively responsible.


           Items for Which We are Not Liable
           Under  no  circumstances  are  we,  our  subcontractors,  or  Program
           developers liable for any of the following:

     1.   third-party claims against you for damages (other than those under the
          first two items listed above);

     2.   loss of, or damage to, your records or data; or

     3.   special,   incidental,   or  indirect  damages  or  for  any  economic
          consequential damages (including lost profits or savings),  even if we
          are informed of their possibility.

1.11  Agreement Termination
           You may terminate  this  Agreement on written  notice to us following
           the expiration or termination of your  obligations.

           Either of us may terminate  this  Agreement  if  the  other  does not
           comply with any of its  terms,  provided the one who is not complying
           is given written notice and reasonable  time to comply.  Any terms of
           this Agreement  which  by  their  nature  extend beyond the Agreement
           termination remain in effect until fulfilled,  and  apply  to both of
           our respective  successors and assignees.

1.12  Geographic Scope
           All your rights,  all our  obligations,  and all licenses (except for
           Licensed Internal Code and as specifically granted) are valid only in
           the United States and Puerto Rico.

1.13  Governing Law
           The laws of the State of New York govern this Agreement.

           Nothing in this Agreement  affects any statutory  rights of consumers
           that cannot be waived or limited by contract.



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Customer Agreement
Part 2 - Warranties

2.1    The IBM Warranties

           Warranty for IBM Machines For each IBM Machine, we warrant that it:

                 1.  is free from defects in materials and workmanship; and

                 2.  conforms to its Specifications.

           The  warranty  period  for a Machine  is a  specified,  fixed  period
           commencing on its Date of  Installation.  During the warranty period,
           we provide  repair and  exchange  Service  for the  Machine,  without
           charge, under the type of Service we designate for the Machine.
           If a Machine  does not  function  as  warranted  during the  warranty
           period and we are unable to either 1) make it do so, or 2) replace it
           with one that is at least functionally equivalent,  you may return it
           to us and we will refund your money.
           Additional terms regarding  Service for Machines during and after the
           warranty period are contained in Part 5.

           Warranty for IBM Programs
           For each  warranted  IBM Program,  we warrant that when it is used in
           the  Specified  Operating   Environment,   it  will  conform  to  its
           Specifications.  The warranty  period for a Program  expires when its
           Program Services are no longer available. During the warranty period,
           we provide  defect-related  Program Services without charge.  Program
           Services are available for a warranted  Program for at least one year
           following its general availability.

           If a Program  does not  function as  warranted  during the first year
           after you obtain your license and we are unable to make it do so, you
           may return the Program to us and we will  refund  your  money.  To be
           eligible,  you must have obtained your license while Program Services
           (regardless  of  the  remaining  duration)  were  available  for  it.
           Additional terms regarding Program Services are contained in Part 4.

           Warranty for IBM Services
           For each IBM Service, we warrant that we perform it:

                 1.  using reasonable care and skill; and

                 2.  according  to   its  current  description  ( including  any
                completion criteria) contained in this Agreement, an Attachment,
                or a Transaction Document.

           Warranty for Systems
           Where we provide  Products to you as a system,  we warrant  that they
           are compatible and will operate with one another. This warranty is in
           addition to our other applicable warranties.

2.2    Extent of Warranty
           If a Machine is subject to federal or state  consumer  warranty laws,
           our statement of limited  warranty  included with the Machine applies
           in place of these Machine warranties.



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           The  warranties  will be voided by  misuse,  accident,  modification,
           unsuitable physical or operating environment, operation in other than
           the Specified  Operating  Environment,  improper  maintenance by you,
           removal or alteration of Product or parts  identification  labels, or
           failure caused by a product for which we are not responsible.

           THESE WARRANTIES ARE YOUR EXCLUSIVE  WARRANTIES AND REPLACE ALL OTHER
           WARRANTIES  OR  CONDITIONS,  EXPRESS OR IMPLIED,  INCLUDING,  BUT NOT
           LIMITED TO, THE IMPLIED  WARRANTIES OR CONDITIONS OF  MERCHANTABILITY
           AND FITNESS FOR A PARTICULAR PURPOSE.

2.3    Items Not Covered by Warranty
           We do not warrant  uninterrupted or error-free operation of a Product
           or Service or that we will correct all defects.  We will identify IBM
           Products that we do not warrant.
           Unless we specify otherwise, we provide Materials,  non-IBM Products,
           and non-IBM Services WITHOUT WARRANTIES OF ANY KIND. However, non-IBM
           manufacturers,   suppliers,  or  publishers  may  provide  their  own
           warranties to you.




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Customer Agreement
Part 3 - Machines

3.1    Title and Risk of Loss
           When we accept your order, we agree to sell you the Machine described
           in a  Transaction  Document.  We  transfer  title  to you or,  if you
           choose,  your lessor when we ship the Machine.  However, we reserve a
           purchase money security  interest in the Machine until we receive the
           amounts  due. For a feature,  conversion,  or upgrade  involving  the
           removal of parts which become our  property,  we reserve the security
           interest until we receive the amounts due and the removed parts.  You
           agree to sign an  appropriate  document  to permit us to perfect  our
           purchase  money security  interest.  We bear the risk of loss for the
           Machine up to and including its Date of Installation. Thereafter, you
           assume the risk.

3.2    Production Status
           Each IBM  Machine is  manufactured  from new  parts,  or new and used
           parts.  In some  cases,  a  Machine  may not be new and may have been
           previously  installed.  Regardless of a Machine's  production status,
           our appropriate warranty terms apply.

3.3    Installation
           For the  Machine to  function  properly,  it must be  installed  in a
           suitable  physical  environment.  You agree to provide an environment
           meeting the specified  requirements for the Machine. We have standard
           installation   procedures.   We  will  successfully   complete  these
           procedures  before we consider  an IBM Machine  (other than a Machine
           for which you  defer  installation  or a  Customer-  set-up  Machine)
           installed.
           You are  responsible  for  installing a  Customer-set-up  Machine (we
           provide instructions to enable you to do so) and a non-IBM Machine.

           Machine Features, Conversions, and Upgrades
           We sell  features,  conversions,  and  upgrades for  installation  on
           Machines,  and,  in certain  instances,  only for  installation  on a
           designated,  serial-numbered  Machine.  Many  of  these  transactions
           involve the removal of parts and their  return to us. As  applicable,
           you  represent  that you have the  permission  from the owner and any
           lien holders to 1) install features, conversions, and upgrades and 2)
           transfer  ownership and possession of removed parts (which become our
           property)  to us. You further  represent  that all removed  parts are
           genuine  and  unaltered,  and in  good  working  order.  A part  that
           replaces a removed  part will  assume  the  warranty  or  maintenance
           Service status of the replaced part. You agree to allow us to install
           the feature,  conversion,  or upgrade within 30 days of its delivery.
           Otherwise,  we may terminate the  transaction and you must return the
           feature, conversion, or upgrade to us at your expense.

3.4    Licensed Internal Code
           Certain Machines we specify (called "Specific Machines") use Licensed
           Internal Code (called "Code").  We own copyrights in Code or have the
           right to license  Code.  We or a third  party own all copies of Code,
           including all copies made from them.
           We will identify each Specific Machine in a Transaction  Document. If
           you are the rightful possessor of a Specific Machine,  we grant you a
           license to use the Code (or any  replacement  we  provide)  on, or in
           conjunction with, only the Specific Machine, designated by serial



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           number, for which the Code is provided.  We  license the Code to only
           one rightful possessor at a time.

           Under each license, we authorize you to do only the following:

          1.   execute  the Code to enable  the  Specific  Machine  to  function
               according to its Specifications;

          2.   make a backup or  archival  copy of the Code  (unless we make one
               available  for your use),  provided you  reproduce  the copyright
               notice and any other legend of ownership on the copy. You may use
               the copy only to replace the original, when necessary; and

          3.   execute  and  display  the  Code as  necessary  to  maintain  the
               Specific  Machine.  You agree to acquire any replacement  for, or
               additional  copy of, Code directly from us in accordance with our
               standard policies and practices.  You also agree to use that Code
               under these  terms.  You may transfer  possession  of the Code to
               another party only with the transfer of the Specific Machine.  If
               you do so, you must 1) destroy  all your  copies of the Code that
               were not  provided by us, 2) either give the other party all your
               IBM-provided  copies of the Code or destroy  them,  and 3) notify
               the other party of these  terms.  We license the other party when
               it accepts  these terms by initial  use of the Code.  These terms
               apply to all Code you  acquire  from  any  source.  Your  license
               terminates  when you no longer  rightfully  possess the  Specific
               Machine.

           Actions You May Not Take
           You agree to use the Code only as authorized  above.  You may not do,
           for example, any of the following:

          1.   otherwise copy, display,  transfer,  adapt, modify, or distribute
               the  Code  (electronically  or  otherwise),   except  as  we  may
               authorize in the Specific Machine's  Specifications or in writing
               to you;

          2.   reverse  assemble,  reverse compile,  or otherwise  translate the
               Code unless  expressly  permitted by  applicable  law without the
               possibility of contractual waiver;

          3.   sublicense or assign the license for the Code; or

          4.   lease the Code or any copy of it.

3.5    Machine Code
           For certain Machines we may provide basic  input/output  system code,
           utilities,  diagnostics,  device drivers, or microcode  (collectively
           called "Machine Code"). This Machine Code is licensed under the terms
           of the agreement provided with it.



                                      -128-



<PAGE>



Customer Agreement
Part 4 - Programs

4.1    License
           When  we  accept   your   order,   we  grant  you  a   non-exclusive,
           nontransferable  license to use the  Program.  Programs  are owned by
           International   Business   Machines   Corporation   or   one  of  its
           subsidiaries  ("IBM")  or an IBM  supplier  and are  copyrighted  and
           licensed (not sold).

4.2    License Details
           Under each license, we authorize you to:

          1.   use the Program's machine-readable portion on only the Designated
               Machine.  If the Designated  Machine is  inoperable,  you may use
               another  Machine  temporarily.  If the Designated  Machine cannot
               assemble or compile the Program,  you may assemble or compile the
               Program on another Machine.

               If you change a Designated Machine  previously  identified to us,
               you agree to notify us of the change and its effective date;

          2.   use  the  Program  to  the  extent  of  authorizations  you  have
               acquired;

          3.   make and install  copies of the Program,  to support the level of
               use authorized,  provided you reproduce the copyright notices and
               any other legends of ownership on each copy or partial copy; and

          4.   use any portion of the Program we 1) provide in source  form,  or
               2) mark restricted (for example,  "Restricted  Materials of IBM")
               only to -

               a.   resolve problems related to the use of the Program, and

               b.   modify the Program so that it will work  together with other
                    products.  You agree to comply with any additional  terms we
                    may place on a Program.  We identify  these in the Program's
                    Specifications or in a Transaction Document.

           Actions You May Not Take
           You agree not to:

          1.   reverse  assemble,  reverse compile,  or otherwise  translate the
               Program; or

          2.   sublicense, rent or lease the Program.

4.3    Program Components Not Used on the Designated Machine
           Some Programs have  components  that are designed for use on machines
           other than the  Designated  Machine on which the Program is used. You
           may make copies of a component  and its  documentation  in support of
           your  authorized  use of the  Program  provided  you notify us of the
           component's actual date of distribution.

4.4    Distributed System License Option
           For some  Programs,  you may make a copy under a  Distributed  System
           License Option (called a "DSLO" copy). We charge less for a DSLO copy
           than we do for the original license (called the "Basic" license).  In
           return for the lesser  charge,  you agree to do the  following  while
           licensed under a DSLO:

          1.   have a Basic license for the Program;


                                      -129-


<PAGE>




          2.   provide problem  documentation  and receive Program  Services (if
               any) only through the location of the Basic license; and

          3.   distribute to, and install on, the DSLO's Designated Machine, any
               release,  correction,  or bypass  that we  provide  for the Basic
               license.

4.5    Program Testing
           We provide a testing period for certain Programs to help you evaluate
           if they meet your needs. If we offer a testing period,  it will start
           1) the  second  business  day after the  Program's  standard  transit
           allowance  period,  or 2) on another date  specified in a Transaction
           Document. We will inform you of the duration of the Program's testing
           period.
           We do not provide testing periods for DSLO copies.

4.6    Packaged Programs

           We  provide  certain   Programs   together  with  their  own  license
           agreements.  These  Programs  are  licensed  under  the  terms of the
           agreements provided with them.

4.7    Program Protection

           For each Program, you agree to:

          1.   ensure  that  anyone  who uses it  (accessed  either  locally  or
               remotely) does so only for your  authorized use and complies with
               our terms regarding Programs; and

          2.   maintain  a record  of all  copies  and  provide  it to us at our
               request.

4.8    Program Services
           We provide Program  Services for warranted  Programs and for selected
           other  Programs.  If we can reproduce  your  reported  problem in the
           Specified  Operating  Environment,  we will issue  defect  correction
           information, a restriction,  or a bypass. We provide Program Services
           for only the unmodified portion of a current release of a Program.
           We provide  Program  Services 1) on an on-going  basis (with at least
           six months' written notice before we terminate Program Services),  2)
           until the date we specify, or 3) for a period we specify.

4.9    License Termination
           You may  terminate  the license for a Program on one month's  written
           notice or at any time during the Program's  testing period.  Licenses
           for  certain  replacement  Programs  may be  acquired  for an upgrade
           charge.  When you acquire these  replacement  Programs,  you agree to
           terminate the license of the replaced  Programs  when charges  become
           due, unless we specify otherwise.

           We may  terminate  your license if you fail to comply with its terms.
           If  we  do  so,  your  authorization  to  use  the  Program  is  also
           terminated.





                                      -130-



<PAGE>



Customer Agreement
Part 5 - Services

5.1    IBM Services

           Services  may be either  standard  offerings  or  customized  to your
           specific  requirements.  Each service  transaction may include one or
           more Services that:

          1.   expire at task completion or an agreed upon date;

          2.   automatically  renew  as  another  transaction  with a  specified
               contract  period.  Renewals  will  continue  until  either  of us
               terminates the Service; or

          3.   do not expire and are  available  for your use until either of us
               terminates the Service.

5.2    Personnel

           Each of us is responsible for the supervision, direction, and control
           of our  respective  personnel.  We reserve the right to determine the
           assignment of our  personnel.  We may  subcontract a Service,  or any
           part of it, to subcontractors selected by us.

5.3    Materials Ownership and License

           We will specify  Materials  to be delivered to you. We will  identify
           them as being "Type I Materials,"  "Type II  Materials," or otherwise
           as we both agree. If not specified, Materials will be considered Type
           II Materials.
           Type I Materials are those,  created  during the Service  performance
           period,  in  which  you will  have all  right,  title,  and  interest
           (including  ownership of  copyright).  We will retain one copy of the
           Materials. You grant us 1) an irrevocable,  nonexclusive,  worldwide,
           paid-up  license  to  use,  execute,  reproduce,   display,  perform,
           distribute   (internally  and  externally)  copies  of,  and  prepare
           derivative  works  based  on Type I  Materials  and 2) the  right  to
           authorize  others  to do any of the  former.  Type II  Materials  are
           those,  created  during the Service  performance  period or otherwise
           (such as  those  that  preexist  the  Service),  in which we or third
           parties have all right, title, and interest  (including  ownership of
           copyright).  We will deliver one copy of the  specified  Materials to
           you. We grant you an irrevocable,  nonexclusive,  worldwide,  paid-up
           license to use, execute, reproduce, display, perform, and distribute,
           within your Enterprise only, copies of Type II Materials.  Each of us
           agrees to  reproduce  the  copyright  notice and any other  legend of
           ownership  on any  copies  made  under the  licenses  granted in this
           Section.
           Any idea,  concept,  know-how,  or  technique  which  relates  to the
           subject matter of a Service and is developed or provided by either of
           us, or jointly  by both of us, in the  performance  of a Service  may
           (subject  to  applicable  patents an  copyrights)  be freely  used by
           either of us.

5.4    Changes to Service Terms

           We  may  change  the  terms  of  Services   that  are   renewable  or
           non-expiring  by giving you three months'  written  notice.  However,
           these changes are not retroactive.  They apply immediately to renewal
           transactions and as of the effective date we specify in the notice to
           all  existing  transactions.  If we make a change  to the  terms of a
           renewable Service that 1) affects your current contract period and 2)
           you consider unfavorable, on your request, we will defer it until the
           end of that contract period.




                                      -131-



<PAGE>



           When both of us agree to change any Services  statement of work other
           than as described above, we will prepare a written description of the
           agreed  change  (called a "Change  Authorization"),  which both of us
           must sign. The terms of a Change Authorization  prevail over those of
           the statement of work and any previous Change Authorizations.

5.5    Renewal
           Renewable  Services renew  automatically  for a same length  contract
           period unless either of us provides  written  notification  (at least
           one month  prior to the end of the  current  contract  period) to the
           other of their decision not to renew.

5.6    Termination and Withdrawal
           Either of us may  terminate  a Service if the other does not meet its
           obligations  concerning the Service. You may terminate a non-expiring
           Service,  without adjustment charge, on one month's written notice to
           us provided  you have met all minimum  requirements  specified in the
           applicable Attachments and Transaction Documents.
           You may terminate a renewable  Service or a non-expiring  maintenance
           Service, without adjustment charge, on notice to us provided you have
           met all minimum requirements  specified in the applicable Attachments
           and  Transaction  Documents  and any of the  following  circumstances
           occur:

          1.   you  permanently  remove  the  eligible  Product,  for  which the
               Service is provided, from productive use within your Enterprise;

          2.   the  eligible  location,  for which  Service is  provided,  is no
               longer controlled by you (for example, because of sale or closing
               of the facility);

          3.   an  increase  in  the  Service   charges,   either  alone  or  in
               combination with prior increases over the previous twelve months,
               is more than the  maximum  specified  in the  applicable  Service
               Transaction  Document.  If no  maximum  is  specified,  then this
               circumstance does not apply; or

          4.   the Machine has been under maintenance  Services for at least six
               months  and you  give us one  month's  written  notice  prior  to
               terminating the maintenance Service.

           For  all  other  circumstances,  you may  terminate  an  expiring  or
           renewable  Service  on one  month's  written  notice  to us but  such
           termination will result in adjustment charges equal to the lesser of:

          1.   the charges remaining to complete the contract period; or

          2.   one of the following if specified in the Transaction Document --

               a.   the  charges  remaining  to  complete  the  contract  period
                    multiplied by the adjustment factor specified, or

               b.   the amount specified.

           You agree to pay us for all  Services we provide and any Products and
           Materials we deliver through  Service  termination and any charges we
           incur in terminating  subcontractors.  We may withdraw a renewable or
           non-expiring  Service or  support  for an  eligible  Product on three
           months' written notice to you. If we withdraw a Service for which you
           have  prepaid  and we have not yet fully  provided it to you, we will
           give you a prorated  refund.  Any terms which by their nature  extend
           beyond termination or withdrawal remain in effect until fulfilled and
           apply to respective successors and assignees.

5.7    Services for Machines (during and after warranty)
           We provide  certain  types of repair and exchange  Service  either at
           your location or at a service  center to keep Machines in, or restore
           them to conformance with their Specifications.  We will inform you of
           the  available  types of  Service  for a  Machine.  We may repair the
           failing Machine or exchange it at our discretion.


                                      -132-


<PAGE>



           When the  type of  Service  requires  that you  deliver  the  failing
           Machine to us, you agree to ship it suitably packaged (prepaid unless
           we specify  otherwise)  to a  location  we  designate.  After we have
           repaired or exchanged  the  Machine,  we will return it to you at our
           expense unless we specify otherwise.  We are responsible for loss of,
           or damage to, your Machine while it is 1) in our  possession or 2) in
           transit   in  those   cases   where  we  are   responsible   for  the
           transportation charges. You agree to:

          1.   obtain  authorization from the owner to have us service a Machine
               that you do not own; and

          2.   where applicable, before we provide Service --

               a.   follow the  problem  determination,  problem  analysis,  and
                    service request procedures that we provide,

               b.   secure all programs, data, and funds contained in a Machine,
                    and

               c.   inform us of changes in a Machine's location.

           When Service  involves the exchange of a Machine or part, the item we
           replace becomes our property and the replacement  becomes yours.  You
           represent  that all  removed  items are genuine  and  unaltered.  The
           replacement  may not be new, but it will be in good working order and
           at  least   functionally   equivalent  to  the  item  replaced.   The
           replacement assumes the warranty or maintenance Service status of the
           replaced  item.  Before we  exchange a Machine or part,  you agree to
           remove all features, parts, options, alterations, and attachments not
           under our service.  You also agree to ensure that the item is free of
           any legal obligations or restrictions that prevent its exchange.  Any
           feature,  conversion,  or upgrade we service  must be  installed on a
           Machine   which  is  1)  for  certain   Machines,   the   designated,
           serial-numbered  Machine  and  2)  at  an  engineering-change   level
           compatible with the feature, conversion, or upgrade.
           Repair and exchange Services do not cover:

          1.   accessories,  supply items, and certain parts, such as batteries,
               frames, and covers;

          2.   Machines damaged by misuse,  accident,  modification,  unsuitable
               physical or operating environment, improper maintenance by you;

          3.   Machines with removed or altered Machine or parts  identification
               labels;

          4.   failures caused by a product for which we are not responsible; or

          5.   service of Machine alterations.

           We manage and install  engineering changes that apply to IBM Machines
           and may also perform preventative maintenance. We provide maintenance
           Services for selected non-IBM Machines.

5.8    Maintenance Coverage
           When you order Machine maintenance Services under this Agreement,  we
           will inform you of the date on which maintenance Services will begin.
           We may inspect the Machine  within one month  following that date. If
           the Machine is not in an acceptable  condition  for service,  you may
           have us restore it for a charge. Alternatively, you may withdraw your
           request for maintenance Service. However, you will be charged for any
           maintenance Services which we performed at your request.

     After  signing,  please  return a copy of this  Agreement to the local "IBM
address" shown above.

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

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

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

                                      -133-


<PAGE>


<TABLE>
<CAPTION>
                                STATEMENT OF WORK
                                Table of Contents
<S>            <C>                                                    <C>

 1.0           Executive Summary                                        1
 1.1           Background                                               3
 1.2           Approach                                                 3
 1.3           Staffing                                                 4
 2.0           Statement of Work                                        5
 2.1           Project Scope                                            5
 2.2           Key Assumptions                                          6
 2.3           IBM Responsibilities                                    11
 2.3.1         Perform Project Management                              11
 2.3.2         Orient Project Team                                     12
 2.3.3         Project Office Services                                 12
 2.3.4         Site Survey                                             13
 2.3.5         Network Design Services                                 13
 2.3.6         Data Cabling Services                                   14
 2.3.7         TouchPort Implementation Services                       16
 2.3.8         TouchPort Support Services                              16
 2.3.9         TouchPort Warranty and Maintenance Services             17
 2.3.10        TouchPort Web Site Hosting Services                     18
 2.4           SSP/OASiS Responsibilities                              19
 2.4.1         SSP/OASiS Project Manager                               19
 2.4.2         Other Responsibilities                                  20
 2.4.3         Laws, Regulations, and Statutes                         21
 2.4.4         Space and Facilities                                    21
 2.4.5         Security                                                21
 2.5           Deliverable Materials                                   22
 2.6           Completion Criteria                                     23
 2.7           Year 2000                                               24
 2.8           Termination                                             25
 2.9           Estimated Schedule                                      27
 2.10          Charges                                                 28
 2.10          Definition of Terms                                     30
 Appendix A    Deliverable Guidelines                                  30
 A.1           Monthly Status Report                                   31
</TABLE>



                                      -134-

<PAGE>

<TABLE>
<S>            <C>                                                    <C>

 A.2           Design and Implementation Reports                      31
 A.3           End User Support: Monthly Usage Reports                31
 Appendix B    Project Change Control Procedure                       34
 Appendix C    Hardware/Software                                      34
 Appendix D    Signature Document                                     35
 Appendix E    Review and Approval Procedure                          36
</TABLE>



                                      -135-

<PAGE>



           1.0 Executive Summary

There exists an agreement  between  Surgical  Safety  Products  (SSP/OASiS)  and
International  Business  Machines  (IBM)  for the  Oasis  TouchPort  2K  Project
consisting  of a  Statement  of Work (SOW)  under the terms of the IBM  Customer
Agreement  (ICA) # AVWJ907.  Full Acceptance of this Agreement shall be known as
the date of final  SSP/OASiS  Board of Directors  approval.  Board of Director's
Approval was granted on January 3rd,  2000. IBM has begun work per the Statement
of Work under the terms of the IBM Customer Agreement. The intent of the parties
is that IBM would be providing a complete  implementation  and support  services
solution  for 1,200  Oasis  TouchPort  terminals  (kiosks) at an  estimated  400
SSP/OASiS end user  locations  during the 12 month period that started  November
29th, 1999. Based on a recent meeting between SSP and IBM and considering the 19
terms and  conditions  issues in Mr. Sam Norton's memo, a Project Change Request
(PCR or Amendment) is appropriate to the original SOW to more clearly define the
intent of the parties.

A copy of the SSP/OASiS  executed IBM Customer  Agreement (ICA) was faxed to Mr.
Sam Norton, council for SSP/OASiS, on December 16th, 1999.

A Project Change Request (PCR #1) is entered into this 3rd day of February, 2000
by and between International  Business Machines Corporation ("IBM") and Surgical
Safety  Products,  Inc.  ("SSP" or  "SSP/OASiS")  to  modify  the  original  IBM
Statement of Work (SOW).

All aspects of this  agreement,  including all services to be performed and fees
for same are subject to the mutual agreement  between IBM and SSP which shall be
memorialized in writing prior to the undertaking of any tasks,  incurring of any
fees, or expenditure of any monies.  Nothing contained herein shall be construed
as  creating  an  exclusive  arrangement  for IBM to provide  the  services  and
equipment contemplated hereunder. Any tasks or services to be performed shall be
initiated  by a  written  "SSP  Work  Authorization"  to be  signed  by IBM  and
SSP/OASiS  prior  to  undertaking   any  such  services  or  tasks.   The  "Work
Authorization"  form (see attached) will disclose any travel and living expenses
that may be billed to SSP/OASiS.

Agreement/Proposal.  This  Agreement/Proposal  is made and  entered  into by and
between  INTERNATIONAL  BUSINESS  MACHINES  CORPORATION  (hereinafter  sometimes
referred to as "IBM" or "IBM Global  Services")  and SURGICAL  SAFETY  PRODUCTS,
INC.  (hereinafter  sometimes  referred to as "SSP" or "SSP/OASIS").  Appendix D
sets forth the signatures of the parties to this Agreement.

     SSP/OASiS and International  Business  Machines  Corporation are finalizing
     and will  continue  to refine a business  relationship  to deploy the OASiS
     TouchPort systems to SSP/OASiS end-customers  throughout the United States.
     The intent of this  Statement  of Work is to define the  initial  stages of
     this  relationship  and  to  leverage  the  capabilities  of  each  of  our
     respective  organizations  to  provide  a high  quality  solution  that  is
     seamless to a wide variety of health care organizations.

     IBM Global  Services  proposes to provide a methodology  based upon Project
     Management  Institute  (PMI)  principles to SSP/OASiS for the management of
     the projects  within the United States.  This Project  Management  function
     will provide a base Project Office to be located at the Sarasota  SSP/OASiS
     facility.  The function proposed by IBM is to staff a core group of project
     management and network  professionals that understand the SSP/OASiS product
     set and will engage IBM resources for each end client  installation.  It is
     understood


                                      -136-



<PAGE>



     that each of these  installations  will be customized and the IBM team will
     work with SSP/OASiS to determine the necessary  requirements  for each. The
     IBM solution is to develop a Project Office based on SSP/OASiS requirements
     that will ensure each project installation has the following:



   Project Planning                     Premises Wiring

   Site Surveys                         TouchPort Implementations

   Product Acquisition                  Help Desk Support

   Network Design                       Consulting Services

   Web Site Hosting Services

     The IBM Project  Office will identify and engage the necessary  engineering
     resources  for each  location to develop the plan for primary and secondary
     TouchPort  implementations.  These tasks will be jointly  coordinated  with
     SSP/OASiS as each opportunity is identified and developed. IBM will provide
     the resources to provide a seamless  solution to each health care facility.
     IBM will coordinate all activities  related to deployment and installation.
     This  approach  is  predicated  on the  execution  of at least  eight pilot
     TouchPort  installations.  The Implementation and Support Project Plan will
     be refined and modified as required to drive efficiency and reduce cost.

     IBM has the experience,  technical resources, processes, and tools to mange
     the day to day  implementation and operational tasks and issues involved in
     a technology  rollout of this nature.  This  approach will free up valuable
     SSP/OASiS  resources  to  focus  on  the  tasks  of  TouchPort  placements,
     establishing additional content agreements, and market development.

     The ultimate  goal of the IBM Project  Office is to provide a Central Point
     of Contact for SSP/OASiS for deployment and support  requirements  for each
     location  and to deploy the  required  resources as defined by the Project,
     all under a pre-defined  methodology  for each  installation.  IBM proposes
     this  functional  staffing and  organization  for a 3 to 6 month period and
     adjust resources and costs based upon past project experiences and business
     forecasts.  The Project Change Request process will be utilized to make all
     necessary adjustments as mutually agreed upon by both of us.

1.1 Background


SSP/OASiS   requires  assistance in the design,  deployment and support of their
            OASiS  TouchPort 2K system.  IBM Global  Services has the geographic
            scope  and  personnel  to  provide  this   critical   assistance  to
            SSP/OASiS.  IBM Global  Services  can provide the IT  infrastructure
            necessary  for  SSP/OASiS  to go to market with their  products  and
            solutions for the health industry.

                                      -137-

<PAGE>





1.2 Approach

     Effective Project Management is crucial to the success of Surgical Safety's
     OASiS TouchPort 2K  Infrastructure.  For many years IBM has been successful
     in complex system  integration  projects  because we apply three  essential
     skills:


     Ability to  effectively  and  professionally  manage people and the overall
     project


     Ability to match technical skills to specific work tasks


     Ability to plan and  integrate  hardware  and  software  to  provide  sound
     solutions

            To help SSP/OASiS  successfully  implement the OASiS TouchPort,  IBM
will utilize:


     Proven project management techniques


     Proven change control procedures


     A disciplined approach and detailed project plan


     IBM professionals trained in IBM's methodologies for project management


     Subject  Matter  Experts to provide  the  required  technical  know-how  to
     accomplish project tasks.

     The successful  completion of any project depends on the careful  execution
     of a well structured and detailed plan. The project  installation plan must
     be developed  based on agreed to  objectives  and well defined  goals.  The
     project  plan will be  developed  jointly by IBM and  SSP/OASiS,  including
     schedules,  processes, and dependencies.  This plan will be used to control
     the project,  monitor all  activities,  track  progress,  and manage change
     control.  The success of the project  will be measured  against the defined
     objectives and the successful implementation of the project plan. By having
     a  detailed  plan,  problems  or changes  can be  promptly  identified  and
     resolved.

     Serving as a focal point,  IBM will assign a lead  Project  Executive to be
     responsible for the overall success of the project.  In addition to the PE,
     IBM will  assign a Project  Manager  who will  manage  communications  with
     SSP/OASiS's   Project  Manger,   and  coordinate  the  activities  of  IBM,
     subcontractors,  and suppliers.  The IBM Project  Manager will work closely
     with the Surgical  Safety's  Project Manager to develop a project plan that
     satisfies the goals and  objectives of SSP/OASiS.  The IBM Project  manager
     will provide  reports and updates on the IBM and  subcontractor  activities
     related to the project.


                                      -138-

<PAGE>



     Recognizing that the scope of the project may require changes,  IBM employs
     a  formal  change  control  procedure.  This  proven  approach  will  allow
     SSP/OASiS  to make  cost and  benefit  tradeoffs  based on an  analysis  of
     requested  changes.  Project Change  Requests (PCR) will be the vehicle for
     communicating  change. PCRs describe the requested change, the rational for
     change,  and the  effect the change  will have on the  project.  Appendix B
     describes the PCR process to be used in conjunction  with this Statement of
     Work.


1.3 Staffing

     IBM will  provide  a  Project  Office  team to  assist  SSP/OASiS  with the
     management of the OASiS  TouchPort 2K. The Project Office team members will
     fluctuate  based on the project  schedule.  It is anticipated  that the IBM
     Project  Office  team will  nominally  consist  of six (6)  members  in the
     following roles:

            Project Executive (1)
            Project Manager (1)
            Project Support Coordinator (1)
            Project Support Administrator (1)
            Network Subject Matter Experts (1-2)

     These  roles  will be  staffed  based on the  requirements  of the  project
     schedule.  Additional  project  office  personnel  may be added to  address
     additional  project  requirements.  2.0 Statement of Work This Statement of
     Work  defines the scope of work to be  accomplished  by IBM under the terms
     and conditions of the IBM Customer Agreement  (Agreement).  The tasks to be
     performed  by IBM are defined and an  estimated  schedule is  provided.  In
     addition, the responsibilities of SSP/OASiS are listed.

     Changes to this Statement of Work will be processed in accordance  with the
     procedure described in "Appendix B. "Project Change Control Procedure". The
     investigation and the implementation of changes may result in modifications
     to the Estimated  Schedule,  Charges,  and/or other terms of the Agreement.
     The following are incorporated in and made part of this Statement of Work:


     Appendix A "Deliverable Guidelines"


     Appendix B "Project Change Control Procedure"


     Appendix C "Hardware/Software"

                                      -139-

<PAGE>




     Appendix D "Signature Document"


     Appendix E. "Review and Approval Procedure"



2.1 Project Scope

     SSP/OASiS  has  requested  IBM to provide  Project  Management  services to
     assist with their  OASiS  TouchPort  2K  Implementation  Project.  IBM will
     provide  Roll-Out  Services  for  1,200  SSP/OASiS  Touchports,   beginning
     December  1, 1999 and  ending on  November  30,  2000 at an  estimated  400
     SSP/OASiS end customer  locations.  The Services  specified below are to be
     provided by IBM and authorized by SSP/OASiS.

     IBM will  assemble  a team to  establish  a Project  Office  with  adequate
     resources to provide the following services:


     Product Procurement Services


     Site Surveys


     Network Design Services


     Site Preparation Services


     TouchPort Implementation Services


     TouchPort Support Services



2.2 Key Assumptions

     This  Statement of Work,  and IBM's  estimates to perform the  Statement of
     Work,  are based on the following key  assumptions.  Deviations  that arise
     during the proposed project will be managed through the procedure described
     in "Appendix B. Project Change Control Procedure".

IBM will  provide and staff an IBM Project  Office for  SSP/OASiS,  which may be
remote to SSP/OASiS and the TouchPort "installed at" locations.  The IBM Project
Office  will  manage  pre-  and   post-implementation   issues  including  after
installation  end user support (help desk) problem  escalations  concerning  the
availability (uptime) of each TouchPort.

IBM will provide Level 1 & 2 End User Support Services (help desk),  24hr x7 day
coverage,  via IBM provided toll free call-in number.  End User Support staffing
will be matched to call  volumes.  All Level 3 problems will be escalated to the
SSP/OASiS support staff in Sarasota, FL.


                                      -140-

<PAGE>



IBM will provide "hot swap" depot hardware replacement and repair services after
installation, at any TouchPort "installed at" location covered by this agreement
and serviced  next day by UPS,  Federal  Express or Airborne with coverage to be
next  business  day. IBM will provide an on-site  technician to perform the swap
out.  "Installed  at" locations not serviced by these express  delivery  service
providers  will  be  serviced  by IBM  on a best  efforts  basis.  IBM's  target
objective, for covered devices, for repair or replacement of a failed TouchPort,
TouchPort  peripheral,  data network cabling,  or network related hardware is 72
hrs or less.

IBM will bill SSP/OASiS a monthly  service charge (MSC) for the above  described
support  services  according to Scenarios  "A", "B", and "C" schedule of charges
included and made part of this Statement of Work.

Funding and Invoicing:

1.   Prior to IBM issuing  purchase  orders to non-IBM  suppliers  for any items
     required to deliver the scope of the work SSP/OASiS and IBM will:


     a.   mutually agree on a  comprehensive  IBM invoicing plan to SSP/OASiS in
          line with the business objectives of SSP/OASiS,


     b.   mutually agree on a SSP/OASiS plan for the payment of all IBM invoices
          generated as a result of IBM's execution of the  deliverable  elements
          described in this Statement of Work and,


     c.   additionally  SSP/OASiS  must identify any sources of working  capital
          that may be obtained to satisfy IBM

d.    SSP/Oasis must first issue to IBM an "SSP Work Authorization", in writing,
prior to any costs being incurred.

e.    The "Work  Authorization" form (see attached) will disclose any travel and
living expenses that may be billed to SSP/OASiS.


1.   We  have  assumed  for  planning   purposes  a  straight-line   time  frame
     implementation;  1,200 Kiosk  installed  during 12 months in 400 locations.
     (100% Desktop units, 0% floor standing units).


2.   The success of this project will require the active  participation  of both
     SSP/OASiS and IBM personnel.  The appropriate  SSP/OASiS  personnel will be
     available for consultation (i.e.  interviews,  workshops,  review sessions,
     etc.) throughout the duration of this project. IBM will attempt to schedule
     this time so as to minimize the impact on the  day-to-day  responsibilities
     of Surgical Safety's staff.


3.   Written and/or electronic  documentation  exists and will be provided as it
     pertains  to the  objectives  and  scope of this  project.  SSP/OASiS  will
     provide  access to any  available  information  required by the IBM project
     team to complete their tasks.


4.   SSP/OASiS  will  obtain  and  provide  information,  data,  decisions,  and
     approvals,  within three working days of IBM's request unless SSP/OASiS and
     IBM agree to an extended response time.

                                      -141-

<PAGE>





5.   Site survey  activities  will take place an estimated  three (3) to six (6)
     weeks prior to the installation activities.

Hardware and Software Environment:

1.   IBM will provide the hardware and software described in Appendix C.


2.   IBM will not be responsible for detection or removal of asbestos, hazardous
     waste or other  pollutants.  It is  specifically  understood  by SSP/OASiS,
     their end- customers, and IBM that all matters relating to detection and/or
     abatement or removal of asbestos,  hazardous waste or other  pollutants are
     beyond the scope of this  contract and that IBM shall not be liable for any
     delay or  additional  cost  incurred as a result of such  detection  and/or
     abatement.


3.   IBM  will  not  be  responsible  under  this  Statement  of  Work  for  the
     identification or correction of any safety and/or code violations,  whether
     federal,  state or local,  including but not limited to fire and electrical
     codes. If IBM should discover any safety and/or code violations  during the
     course of this project, IBM will notify SSP/OASiS and their end-customer of
     the problem.  IBM will not be required to proceed with this work under this
     Statement of Work until  SSP/OASiS  and their  end-customer  remedies  such
     violation,  nor will IBM be  responsible  for delays to the work  caused by
     such violation.


4.   SSP/OASiS is responsible for shipping charges.


5.   IBM will  follow  the  SSP/OASiS  provided  test  script  prior to  certify
     installation of the Touchports.


6.   SSP/OASiS  will  provide to IBM prior to the rollout of any  pilots,  "gold
     disks".  These disks will  contain all  software  SSP/OASiS  requires to be
     loaded  on to the  TouchPorts.  IBM  will  then  use  these  disks in their
     redistribution efforts.  SSP/OASiS will provide a mutually agreed to number
     of disks to be used by IBM.


7.   Desktop  TouchPort  does not exceed 60 lbs.  actual weight or Din weight of
     120 lbs./in..


8.   Floorstanding  TouchPort  does not  exceed  150 lbs.  actual  weight or Din
     weight of 250 lbs./in..


9.   No final,  production-level,  certified product will be delivered until the
     TouchPort 2 K system product passes UL, FCC and IBM's Product Safety Review
     Board.  If the DFI product fails to meet these  requirements,  IBM reserves
     the right to substitute another product, and the charges may be adjusted as
     the result.



                                      -142-

<PAGE>



            SSP/OASiS Personnel:

1.   SSP/OASiS  personnel  who will be  assigned to this  project  will have the
     technical skills  necessary to participate in the SSP/OASiS  TouchPort work
     effort.


            IBM  Personnel:


2.   Work under this  Statement of Work will be performed at SSP/OASiS  location
     in Sarasota, FL. and IBM locations in Orlando, FL.


3.   SSP/OASiS  will be charged for travel time that exceeds one hour round trip
     from the point of departure.

 . All travel time, per IBM resource,  for the duration of this project,  will be
billed to SSP/OASiS at the rate of $225/person/hr. and must be prior approved as
per the "Work  Authorization"  process.  Resource  travel time will be billed to
SSP/OASiS for travel  one-way to any  necessary  work  location.  Travel for IBM
Project  Office  personnel,  while  performing  Project  Office  Duties,  is not
billable  when  traveling  within the State of FL to and from the SSP  Corporate
Center.


3.   Some IBM  internal  activities  on this  project  may be  performed  on IBM
     premises. IBM will provide the IBM consultant with access to IBM tie lines,
     networks,  and  databases.  The time  spent on these  contract-related  IBM
     internal activities will be billable to SSP/OASiS.


4.   IBM will  provide  services  under this  Statement  of Work  during  normal
     business hours,  8:00 am to 5:00 pm Monday through Friday,  except national
     holidays.

            TouchPort Support Services:


1.   We have provided for an initial block of 2,500 calls, which may be extended
     with additional blocks of varying sizes throughout the year.


2.   Work under this  Statement  of Work will be  performed  remotely  at an IBM
     location.


3.   IBM may use subcontractors to perform some of the proposed work.


4.   IBM  estimated  time frames  subjected  to delays  caused by  SSP/OASiS  in
     delivering  requested or required  information may result in changes to the
     project schedule and/or  additional  charges.  IBM will inform SSP/OASiS as
     soon as is  practical  in this event and the change  will be  processed  in
     accordance  with the  procedure  described in Appendix B,  "Project  Change
     Control Procedure."


5.   Estimated call length of 10 minutes.

                                      -143-

<PAGE>




6.   IBM  will  provide  hot  spares/depot   repair  services  for  the  desktop
     Touchports and on-site repairs of floor standing Touchports. SSP/OASiS will
     be  responsible  for providing a consignment  of hot spares for the desktop
     units.

            Other:

7.   Verio ISP monthly  connection  fees for  end-customers  are NOT included in
     this statement of work.


8.   If IBM is delayed in the progress of the project by SSP/OASiS or their end-
     customers by acts or neglect,  or the acts or neglect of your  employees or
     separate contractors employed by you, by changes ordered in the project not
     caused  by the  fault of IBM or other  causes  beyond  IBM's  control,  the
     contract time shall be reasonably extended and/or charges adjusted.


9.   Prior to the creation of  deliverables,  IBM and SSP/OASiS  will agree on a
     format,  which will become the basis and  standard  for  acceptance  of the
     deliverable.


10.  Any order  received 3 business  days or less from the  on-site due date may
     incur a labor  impact  charge  of $ 115 per  shipment  in  addition  to the
     applicable expedited transportation costs.

In the case of an already  existing  SSP/OASiS  hospital/customer  requiring  an
additional  TouchPort  installation  in 3 days or less,  a labor  impact  charge
(expedite  fee)  of  $115  may be  incurred  by  SSP/OASiS  in  addition  to any
applicable expedited  transportation  costs. This charge will appear on the "SSP
Work Authorization Form".


11.  Any order received for the next day or same day shipment will be considered
     an Emergency order.  Emergency orders will incur expedited labor charges of
     $ 240, and expedited transportation charges.





                                      -144-

<PAGE>



2.3 IBM Responsibilities

2.3.1  Perform Project Management

            Task Description: IBM will provide project management for the IBM
            responsibilities  in this  Statement of Work.  The objective of this
            task  is  to  establish  a  framework  for  project  communications,
            reporting,  procedural  and  contractual  activity.  The IBM Project
            Manager will be responsible  for this task.  The following  subtasks
            will be performed:

            1.Project Planning


               Review the Statement of Work and the contractual responsibilities
               of both parties with the SSP/OASiS Project Manager.

               Prepare a  detailed  project  plan that  identifies  and  assigns
               tasks,  major milestones for the efforts of the project team, the
               estimated  dates on which they occur and  indications of critical
               path.

               Develop and revise a Roll-Out  schedule with the agreement of the
               SSP/OASiS Project Manager.

               Coordinate the establishment of the project environment.

               Prepare for the SSP/OASiS TouchPort project team orientation.

            2.Project Tracking and Reporting


               Measure, track and evaluate progress against the project plan.

               Resolve  deviations  from the  project  plan  with the  SSP/OASiS
               Project Manager.

               Review project tasks,  schedules,  and resources and make changes
               or additions, as appropriate.

               Conduct regularly scheduled meetings with the SSP/OASiS TouchPort
               project team to review project status.

               Review the project  progress with the SSP/OASiS  Project  Manager
               during the regularly scheduled status meetings.

               Prepare Monthly Status Reports.

               Administer the project change control procedure.

               Review and analyze project change requests.

               Review  the  work  products   being  produced  by  the  SSP/OASiS
               TouchPort project team.


                                      -145-

<PAGE>



               Completion Criteria:  This task will be complete when the project
               ends.

               Deliverables:  The following items will be delivered to SSP/OASiS
               as a result of this task:

               A Monthly Status Report

            2.3.2  Orient Project Team

            Task  Description:  The  objective of this task is to orient the IBM
            and  SSP/OASiS   project   participants   to  SSP/OASiS   goals  and
            environment  and  to  the  SSP/OASiS  TouchPort  project  management
            methodology. The orientation consists of the following subtasks:


               1.   Orient  the  project  team  to the  project  objectives  and
                    approach.


               2.   Review the Statement of Work and provide  clarification,  as
                    required.


               3.   Review  the  project  plan,  estimated  schedule,  IBM's and
                    Surgical Safety's contractual responsibilities.


               4.   Review the project change control procedure.


               5.   Orient the team to project management methodology.

          Completion  Criteria:  This  task  will be  complete  when  the  1-day
          orientation session has been held.

            Deliverables: None.


            2.3.3 Project Office Services

            Task Description: The subtasks are:

               1.   Serve  as a  single  point of  contact  for all IBM  related
                    activities for SSP/OASiS.


               2.   Provide project status reports for Safety Surgical TouchPort
                    implementations.


               3.   Serve   as   an   information   repository   for   SSP/OASiS
                    engagements.

                                      -146-

<PAGE>




               4.   Define clear, concise, repeatable,  specific process for the
                    implementation of SSP/OASiS TouchPort solutions.


                    a.   Develop site survey scripts


                    b.   Develop installation scripts


                    c.   Develop customer acceptance and sign-off forms


               5.   Prepare  a site  installation  plan  to  cover  the  service
                    activities at each SSP/OASiS end-customer location. The plan
                    should    include    the    activities,    schedules,    and
                    responsibilities   for   each   party;   SSP/OASiS,    their
                    end-customer, and IBM.


               6.   Coordinate necessary partner/vendors/sub-contractors and IBM
                    perform resources ( cabling, ISP, installation, etc.).


               7.   Order  and  schedule  for  delivery  appropriate  components
                    (Kiosk and HW equipment).


               8.   Prior to the  start  of this  Statement  of  Work,  IBM will
                    designate a person, known as the EUS Customer Care Advocate,
                    to whom  SSP/OASiS  will  address  all EUS  related  project
                    communications.  EUS Customer Care services will be provided
                    during  normal IBM business  hours,  8:30 a.m. to 5:00 p.m.,
                    Monday through Friday excluding IBM holidays.

          Completion Criteria: This task will be complete when the project ends.

          Deliverables:  The  following  item will be delivered to SSP/OASiS and
          their end- customer as a result of this task:



                    Site Installation Plans & Schedules


            2.3.4 Site Survey

            Task  Description:  The  objective of this task is to determine  the
            networking  and cabling  requirements  for the  installation  of the
            OASiS  TouchPort 2K systems.  IBM will perform a site survey at each
            identified SSP/OASiS end-customer location approximately three weeks
            prior to installation. The sub tasks are:

                    1.   Determine   Hospital  LAN  gateway  or  ISP  connection
                         requirements;


                    2.   Identify best available LAN or demarc location;


                    3.   Determine   location,   placement,   and  environmental
                         conditions for the TouthPort 2K system;

                                      -147-

<PAGE>




                    4.   Identify CAT 5 cabling requirements;


                    5.   Obtain  sign-off  from  end-customer  to utilize  their
                         Gateway, if utilized;


                    6.   Document  electrical/cabling  requirements,  readiness,
                         and locations for cable drops.

          Completion Criteria: This task will be complete when IBM has completed
          at the SSP/OASiS identified sites, up to 400 sites.

          Deliverables:  The following items will be delivered to SSP/OASiS as a
          result of this task:

                    4.   One (1) copy of the site survey document

            2.3.5 Network Design Services

          Task  Description:  The  objective of this task is to provide  network
          expertise for the design of the network  connection for the system and
          support of installation projects. The activities to be performed are:

                    1.   Review  the site  surveys to assess  the  physical  and
                         logical networking environment.


                    2.   Determine the additional  required  hardware / software
                         components  necessary to connect the system into one of
                         the five following connection scenarios:


                         a.   DSL


                         b.   Frame Relay


                         c.   Fractional T-1


                         d.   T-1


                         e.   ISDN


                    3.   Provide  product   specifications   and   configuration
                         instructions   for  the   recommended   components   to
                         facilitate   the  connection  of  a  TouchPort  to  the
                         customer's   premise   network  or   Internet   Service
                         Provider's network.


                    4.   Develop Network diagrams,  based on input from the Site
                         Surveys and  implementation  teams, for each individual
                         project.


                    5.   Provide  telephone  support for installation and survey
                         activities.



                                      -148-

<PAGE>



          Completion Criteria: This task will be complete when the project ends.

          Deliverables: None


            2.3.6 Data Cabling Services

          Cabling  Activities:  IBM will  furnish and install one cable drop per
          TouchPort at the designated SSP/OASiS  end-customer  facilities across
          the US.  The  Category  5  plenum  300  foot  maximum  cable  run will
          terminate at an RJ45 surface mount box and face plate at one end and a
          RJ45 surface mount box and face plate of patch panel at the other end.
          Up to 15 feet of wire mold could be included at the  TouchPort  end of
          the run for  aesthetic  purposes.  IBM has  assumed a normal  Hospital
          environment   will  prevail  (drop  ceilings,   fish  able  walls,  no
          asbestos).

          Cabling Installation Methods

          IBM  will   follow  all   required   EIA/TIA   installation   methods.
          Specifically, the following installation practices will be adhered to:

               1.   The design and installation  will be established using cable
                    highways.  Hallways will be followed whenever possible.  All
                    turns  will  be  90  degrees  observing  the  manufacturer's
                    specified bend radius, but in no case less than 10 times the
                    cable OD.


               2.   Cable  support  will be provided on a minimum of 10' centers
                    or to local  code,  whichever  is more  stringent.  IBM will
                    follow all facility support requirements. All cable will run
                    as high as is  practical  above the  level of the  suspended
                    ceiling.


               3.   Cable will not be laid upon ceiling tiles.


               4.   Cable will not be routed  within 12" parallel to  electrical
                    circuits.  Where data cable must intersect electrical cable,
                    the crossing shall be made at a 90- degree angle.


               5.   No jacks will be installed adjacent to electrical outlets.


               6.   In no case will the twisted pair be untwisted  more than the
                    specified .5". Sheath removal will be kept to a minimum.


               7.   Cable will be  installed  in such a manner so as not to kink
                    any  wire.  Any cable  kinked  during  installation  will be
                    replaced at IBM expense.  When using cable  tie-wraps,  they
                    will not be  tightened  in any manner  that would  damage or
                    kink the cable.

                                      -149-

<PAGE>




               8.   All cables will be neatly dressed and bundled.


               9.   No twisted pair splicing will be allowed.


               10.  Any fire wall penetrations made by IBM will be metal sleeved
                    and will be sealed  in an  appropriate  manner  using a fire
                    rated  sealant to  maintain  the fire  rating of the wall in
                    accordance with NEC.


               11.  All work to be  provided  by IBM will  comply  to  national,
                    state, and local code


               12.  All work areas will be kept clean by the work crews.


          Cabling Assumptions:

               1.   Provision for and the installation of optical fiber or riser
                    cable is NOT included in this statement of work.


               2.   Access   between   the   floors   exists   and  is  free  of
                    obstructions.  IBM assumes  that core  drilling  will not be
                    required.  Ceilings are standard  drop tile and walls are of
                    construction  that are fish able. IBM also assumes all floor
                    ducts and conduit will be free and clear of any obstructions
                    and are fish able.


               3.   IBM assumes no expedited freight charges.


               4.   IBM assumes that jobs will be started and completed  without
                    interruption.   Re-  mobilization  efforts  will  be  billed
                    accordingly,  over and above the contracted pricing.  Access
                    to  all   necessary   areas  is  required   throughout   the
                    installation.   Downtime  due  to  limited  access  will  be
                    addressed in a change order.


               5.   No  allowances  have been made to  supply  conduit,  surface
                    raceway,  or cable  tray.  If these  types of  services  are
                    deemed necessary during the survey or installation,  will be
                    addressed in the  appropriate  manner  (quote  adjustment or
                    change order).


               6.   Permits  (if  required)  are  the   responsibility   of  the
                    end-customer.


               7.   Electrical  wiring is outside the scope of the  statement of
                    work.

          Completion Criteria: This task will be complete when the project ends.
          Deliverables: None


            2.3.7 TouchPort Implementation Services

          Task  Description:  The  objective of this task is to  coordinate  the
          resources and activities  required for the  installation  of SSP/OASiS
          OASiS TouchPort 2K solution. The subtasks are:

                                      -150-

<PAGE>




               1.   Install  necessary  network   electronics  for  the  network
                    connection;


               2.   Install the OASiS TouchPort 2K Kiosk;


               3.   Install IBM provided UPS;


               4.   Establish network connections between the TouchPort and ISP.


               5.   Verify   operations   by   executing    SSP/OASiS   provided
                    installation verification procedures;


               6.   Complete the Customer Acceptance process.


          Completion Criteria: This task will be complete when the project ends.

          Deliverables:  The following  item will be delivered to SSP/OASiS as a
          result of this task for each implementation:


               1.   Customer Acceptance and Sign-off Forms


            2.3.8 TouchPort Support Services

          IBM will  provide  Single  Point of Contact  (SPOC)  Level 1 & Level 2
          telephone assistance for SSP/OASiS Products' clients called End Users.
          End User Support  (EUS) will provide  break-fix  support for hardware,
          including  assisting on-site vendor  technicians and application usage
          "how-to" on the OASiS  TouchPort unit. EUS services will routing sales
          and vendor related  questions to SSP/OASiS.  EUS will escalate Level 3
          problems to SSP/OASiS for resolution.  IBM will provide  assistance to
          SSP/OASiS for a  predetermined  number of problems  (called  "Block of
          Problems").

          Task Description: IBM will provide EUS transition setup in preparation
          for providing EUS Services to SSP/OASiS. The sub tasks are:




               1.   Work with SSP/OASiS to set up a customer profile in the call
                    management system.


               2.   Work with  SSP/OASiS  to create a  customized  greeting  and
                    processes and procedures  for remote  operations and support
                    and  escalation  and referral  procedures  of the  SSP/OASiS
                    personnel.  Up to 40 hours has been  allotted for this task.
                    In the event that additional  hours are required,  they will
                    be billed on a time and materials basis.

                                      -151-

<PAGE>




               3.   Set up a  dedicated  toll-free  telephone  line,  to be used
                    exclusively  by SSP/OASiS  when calling the End User Support
                    Center.


               4.   Provide a call  center  trainer;  the trainer  will  provide
                    training  to  call  center  personnel  on the  call-handling
                    processes and procedures, escalation and referral procedures
                    developed jointly with IBM and SSP/OASiS.

            IBM will perform End User Support Services for SSP/OASiS  personnel.
The sub tasks are:

               2.   Provide extended coverage, 24 X 7 including holidays.


               3.   Provide   hardware  and  software   support  on  the  OSASiS
                    TouchPort System


               4.   Provide  status  updates,   at  your  request,   during  the
                    resolution of a problem.


               5.   Provide  SSP/OASiS with access to the end user call activity
                    report data.


          Completion  Criteria:  This task will be considered  complete when the
          contract  end date has been  reached,  or the  Block of  Problems  has
          utilized, whichever first occurs.

          Deliverable: Access to the end user call activity report data.


            2.3.9 TouchPort Warranty and Maintenance Services

          IBM will provide in warranty and out of warranty break fix support for
          the SSP/OASiS Products' TouchPort 2K Touchports. These devices will be
          serviced on a hot spare depot/repair basis utilizing  consigned spares
          provided by SSP/OASiS.  This is the most  economically  viable service
          solution and due to the conditions of the manufacturer's  warranty and
          the nature of the  device,  allowing  for  minimum  impact on end user
          operations.

The  warranties  for  IBM  products  and  services  are  referenced  in  Part  2
(Warranties)  of the ICA. IBM will  "pass-thru"  other  equipment  manufacturers
(OEM) warranties  pertaining to their respective products.  IBM does not warrant
non-IBM  products and services  (also  stated in the  Warranties  section of the
ICA).  The  warranty  for DFI's kiosks is 1 Year return to depot parts and labor
included.

            Task Description:   The sub tasks are:


     6.   On-site  response time is next  business day  (depending on city) with
          immediate next day whole unit replacement (Desktop) or component parts
          shipped  from our  Orlando  Service  Center  (Floorstanding).  Service
          requests will be handled by the dedicated  toll-free  telephone number
          provided by EUS.

                                      -152-

<PAGE>




     7.   Consigned  spares will be shipped from our Orlando  Center to minimize
          SSP/OASiS turn around time.


     8.   Provide  hot  spares  shipping  support  8:00AM to 5:00PM M- F Orlando
          time.


     9.   Provide status  updates,  at your request,  during the resolution of a
          problem.


          Completion  Criteria:  This task will be considered  complete when the
          contract end date has been reached.

          Deliverable: None.


            2.3.10 TouchPort Web Site Hosting Services

          IBM will provide  Internet  hosting  services for the OASiS  TouchPort
          application.  These services will consist of a dedicated  Microsoft NT
          4.0   server,   Internet   connections,    maintenance   and   systems
          administration.

          Task  Description:   IBM  will  provide  a  managed  host  environment
          consisting of:

          10.  Dual PIII 550 MHz processor, with 256K RAM, 4 GB SCSI DASD


          11.  Monitoring of server 24 X 7, 365 days / year.


          12.  All server hardware and maintenance


          13.  Uninterruptible Power Supply, with Generator backup


          14.  Multiple connections to Internet backbone


          15.  50 GB of data transfer per month.


          16.  System Administration:


               a.   Operating System Upgrades


               b.   Supported software upgrades


               c.   Mail Server ( adding/deleting users, mail forwards etc)


               d.   Web Server ( adding  domains,  password  protection,  server
                    module support)


               e.   FTP Server ( restricting access, setting up new users


               f.   Operating System troubleshooting

                                      -153-

<PAGE>




               g.   Provide  status  updates,   at  your  request,   during  the
                    resolution of a problem.


          Completion  Criteria:  This task will be considered  complete when the
          contract end date has been reached.

          Deliverable: None.



            2.4 SSP/OASiS Responsibilities

          The  responsibilities  listed in this section are in addition to those
          responsibilities  specified in the Agreement and are to be provided at
          no charge to IBM. IBM's  performance is predicated  upon the following
          responsibilities being fulfilled by SSP/OASiS.


            2.4.1 SSP/OASiS Project Manager

          Prior to the start of this  Statement  of Work  under  the  Agreement,
          SSP/OASiS  will  designate  a person,  called  the  SSP/OASiS  Project
          Manager,  to whom all IBM communications will be addressed and who has
          the authority to act for SSP/OASiS in all aspects of the contract. The
          responsibilities of the SSP/OASiS Project Manager include:


          1.   Serve  as the  interface  between  the IBM  project  team and all
               SSP/OASiS departments participating in this project.

          2.   With the IBM Project Manager,  administer  Project Change Control
               in  accordance   with   "Appendix  B.  Project   Change   Control
               Procedure".


          3.   Attend project status meetings.


          4.   Obtain and provide  information,  data,  decisions and approvals,
               within three working days of IBM's request  unless  SSP/OASiS and
               IBM agree to an extended response time.


          5.   Resolve  deviations  from  project  plans  that may be  caused by
               SSP/OASiS.


          6.   Help  resolve  project  issues  and  escalate  issues  within the
               SSP/OASiS organization, as necessary.


          7.   Work  with  IBM  to  set  up a  customer  profiles  in  the  call
               management system.


          8.   Work with IBM to create a customized  greeting and  processes and
               procedures  for remote  operations and support and escalation and
               referral procedures of the SSP/OASiS personnel.


          9.   Be   responsible   for   distribution   and   implementation   of
               corrections.

                                      -154-

<PAGE>




          10.  Track the usage of SSP/OASiS current Block of Problems.

            2.4.2 Other Responsibilities

          Prior to the start of this  Statement  of Work  under  the  Agreement,
          SSP/OASiS will designate  technical resources to provide the following
          support to the  IBM/SSP/OASiS  project  team.  Their  responsibilities
          include:


          1.   SSP/OASiS  personnel  assigned  to this  project  will  have  the
               technical skills necessary to participate in this effort.


          2.   SSP/OASiS  will assign  subject  matter experts to assist the IBM
               EUS  Center  with  their  data  collection/due  diligence  effort
               throughout the transition period.


          3.   SSP/OASiS will provide  necessary  hardware and software licenses
               required for support.


          4.   SSP/OASiS will work with IBM EUS in creating customized processes
               and procedures  for remote  operations and support and escalation
               and referral procedures.


          5.   Provide Level 3 support for the OASiS Application;


          6.   Provide  90  a  day  rolling  commit   forecast  of  product  and
               installation requirements. SSP/OASiS will be required to purchase
               and maintain a 60 day rolling inventory of product.


          7.   Provide an interface to Surgical  Safety's end  customers for the
               IBM  Project  Team  members and  Vendors  during  each  project's
               planning and implementation phases.


          8.   Provide  installation and verification test scripts for installed
               equipment and software.


          9.   Provide gold disks for all  software  that will need to be loaded
               to  Kiosk.   These  gold  disks  will  be  used  by  IBM  at  the
               redistribution  center  to load all  Touchports.  SSP/OASiS  will
               prepare these gold disks prior to IBM  installing  any locations.
               The gold disks will include the following software:


               a.   Microsoft Windows 98 operating system


               a.   OASiS TouchPort 2K application code


               b.   Verio ISP application and communications


          10.  Provide documentation showing purchase date (copies of invoices),
               or other documents,  as per the requirements of the manufacturers
               during the warranty period.

                                      -155-

<PAGE>




          11.  Supply sufficient quantities of consigned inventory,  for all hot
               spare devices to be included in this Maintenance Agreement.


            2.4.3 Laws, Regulations, and Statutes

          SSP/OASiS is responsible for the  identification and interpretation of
          any applicable laws,  regulations,  and statutes that affect SSP/OASiS
          that IBM will have access to during this project.

          SSP/OASiS will pay taxes and fees imposed by governmental  agencies in
          the USA or  elsewhere  as they are  assessed  on  products or services
          required by or in support of Project implementations.

Governing  Laws and  applicable  court  costs,  if any, for this  Agreement  are
addressed in the IBM Customer Agreement in Section 1.13.


            2.4.4 Space and Facilities

          SSP/OASiS will provide suitable office space,

at SSP's home officein Sarasota, Florida including

          supplies, furniture, and other facilities with telephone access for up
          to 2 IBM personnel while working on the SSP/OASiS OASiS TouchPort 2K.

          It is assumed  that the project  team will be located in a  contiguous
          area and all necessary  security badges and clearance will be provided
          for access to this area. A lockable  four or five drawer  cabinet will
          be provided to IBM personnel in  accordance  with  SSP/OASiS  security
          procedures. Required parking spaces will also be provided.


            2.4.5 Security

          SSP/OASiS  is  responsible  for the  actual  content of any data file,
          selection  and  implementation  of controls on its access and use, and
          security of the stored



                                      -156-

<PAGE>



            2.5 Deliverable Materials

          The following  deliverables  are  classified as Type II Materials,  as
          defined  in the IBM  Customer  Agreement,  and  will be  delivered  to
          SSP/OASiS under this Statement of Work.


          Monthly Project Status Report


          Design and Implementation Reports


          Site survey document

          Site Installation Plans & Schedules

          Customer Acceptance and Sign-off Forms

          Access to End User Support: Monthly Usage Reports

          Hardcopy,  Softcopy or both will be provided  for each  SSP/OASiS  end
          customer


            2.6 Completion Criteria

          IBM shall have fulfilled its obligations  under this Statement of Work
          when any one of the following first occurs:


               IBM    accomplishes    the   IBM   tasks    described   in   "IBM
               Responsibilities",   including   delivery  to  SSP/OASiS  of  the
               materials listed in "Deliverable Materials".


               SSP/OASiS or IBM  terminates  the Project in accordance  with the
               provisions of the Agreement.


               When the contract end date is reached


            2.7 Year 2000

          IBM is not providing any Year 2000  services  under this  Statement of
          Work. IBM Product Specification specify the Year 2000 readiness of the
          IBM Products. IBM does not make any representations regarding the Year
          2000 readiness of non-IBM  Products.  Under the terms of the Statement
          of Work, IBM is not responsible for:


          17.  SSP/OASiS products,

                                      -157-

<PAGE>




          18.  a third party's products  (including  products  SSP/OASiS license
               from IBM's suppliers) or

          19.  IBM's  previously   installed   Products  ("Other  Products")  to
               correctly  process or properly  exchange  accurate date data with
               the Products or deliverables IBM provides.

          IBM will be relieved of its  obligations  under this Statement of Work
          due to the  inability of such Other  Products to correctly  process or
          properly exchange accurate date data with the Products or deliverables
          IBM provides to SSP/OASiS. SSP/OASiS, acknowledges that it is Surgical
          Safety's  responsibility  to  assess  its  current  systems  and  take
          appropriate action to migrate to Year 2000 ready systems.

          The  Deliverable  Materials  (Materials)  that we provide will be Year
          2000 ready.  "Year 2000 ready" means that the Materials,  when used in
          accordance  with  their  associated  documentation,   are  capable  of
          correctly processing,  providing and/or receiving date data within the
          twentieth and the twenty-first  centuries,  provided that all products
          (for example, hardware, software and firmware) used with the Materials
          properly exchange date data with it.

          IBM assumes no  responsibilities  or  obligations to cause products or
          deliverables  provided by IBM to  accurately  exchange  date data with
          such Other  Products  or to cause such Other  Products  to  accurately
          exchange date data with products or deliverables provided by IBM



          2.8 Termination

          You may terminate this Statement of Work for convenience  upon 60 days
          prior  written  notice and  satisfaction  of any  payments  due to IBM
          produced  from  services   performed  under  this  statement  of  work
          including  reasonable  expenses caused by the early  termination  (for
          example:  cancellation  fees of vendor  contracts,  prepaid  expenses,
          additional staff required to transfer services).

          The following  termination charges will apply in the event termination
          occurs due to change of ownership of SSP/OASiS:

            Within first 3 months of contract acceptance:  $ 390,000
            Within first 6 months of contract acceptance:  $ 260,000
            Within first 9 months of contract acceptance:  $ 130,000

A. Either IBM or SSP/OASiS may terminate this Agreement for convenience  upon at
least 60 days prior written notice to the other party.  If IBM  terminates  this
Agreement for convenience then any outstanding  charges shall be paid to IBM. If
SSP/OASiS   terminates  for   convenience  or  for  refusal  to  pay  additional
prepayments of future invoices requested by IBM, then the following will apply:

                                      -158-

<PAGE>




 (a) outstanding  invoices issued for work  performed,  or pending  invoicing in
process but not issued until  completion  of SSP/OASiS  authorized  work will be
payable to IBM,

 (b) any  sub-contractor  or  vendor  cancellation  fees  or  charges  for  work
performed by them as retained by IBM in accordance with this Statement of Work,

 (c) The cost of any IBM procured items, including, but not limited to, hardware
and software held in IBM inventory for scheduled and future  installations,  and
said purchase approved by SSP/OASiS, in accordance with this Statement of Work,

 (d) design,  tooling, or start-up fees, previously paid by IBM, and approved by
SSP,  associated  with the costs of  customized  hardware  manufacture  of OASiS
TouchPorts, and

 (e) any  unreimbursed  travel  completed  and  non-refundable  air fare tickets
purchased for future travel,  including any reservation cancellation fees or any
other travel costs not described in a "Work  Authorization  Form"  approved,  or
pending approval by SSP/OASiS.

Written evidence of each of the above will be supplied to SSP/OASiS upon written
request.

B. Either party may  terminate  this  Agreement if the other party  breaches the
terms of the Agreement,  provided the breaching  party has not cured such breach
within 15 days after receiving written notice of such breach.  Any terms of this
Agreement, which by their nature extend beyond its termination, remain in effect
until fulfilled or accepted by the respective successors of the undersigned.  An
early  termination  fee will apply to any other future  Assignor or Assignee who
may terminate this agreement within the specified time periods.

In the event SSP/OASiS,  exercises its right to terminate this Agreement, (other
than a termination  resulting from a breach by IBM), and such termination occurs
as a  result  of a  sale  or  assignment  by  SSP/OASiS  or the  acquisition  of
substantially  all of its assets to or by a third party purchaser,  then, and in
that event, SSP/OASiS shall pay to IBM the following early termination fee:

(a) In the event the  termination  is  effective  within the first three  months
following the date of full acceptance of this agreement,  SSP/OASiS shall pay to
IBM the sum of  $390,000.00.  (b) In the  event  the  termination  is  effective
following  three months from the date of full  acceptance of this  agreement but
within six months from the date of full acceptance of this agreement,  SSP/OASiS
shall pay to IBM the sum of $260,000.00.

(c) In the event the termination is effective following six months from the date
of full  acceptance  of this  agreement  but within nine months from the date of
full  acceptance  of  this  agreement,  SSP/OASiS  shall  pay to IBM  the sum of
$130,000.00.

NOTE:


                                      -159-

<PAGE>



(1) The  aforesaid  early  termination  fee shall  not  apply in the case  where
SSP/OASiS  sells  all or  substantially  all  of its  assets,  or  assigns  this
Agreement, and the Purchaser or Assignee accepts the Assignment.

(2) The  aforesaid  early  termination  shall  apply  to any  future  purchaser,
assignor or assignee.


(3) The  governing  laws are covered in section  1.13 of the ICA.  (State of New
York).

(4) IBM will not accept any "TIME IS OF THE ESSENCE" clauses.

(5) IBM will not accept  the "In the event of  breach..."  sentence.  Each party
will be liable for its own court costs if such situations occur.


            Either of us may terminate  this Statement of Work if the other does
            not  comply  with  any of its  terms,  provided  the  one who is not
            complying is given written notice and 2 weeks time to comply.

            Any terms of this  Statement  of Work which by their  nature  extend
            beyond its termination  remain in effect until fulfilled,  and apply
            to respective successors and assignees.


Notices.  All written  notices  required or permitted  hereunder shall be deemed
effective and duly ------- given:

(i)  when personally delivered;

(ii) when sent by telephone  facsimile (the sender shall also send a "hard copy"
following  the  facsimile,  however  the  notice  shall  be  effective  upon the
transmission  of the  facsimile if  confirmed  by Sender with words  "Confirming
delivery of notice from  ________________");

(iii)  one day  after  depositing  in the  custody  of a  nationally  recognized
receipted overnight delivery service; or

(iv) at least three (3) days after  posting in the United  States  first  class,
registered or certified  mail;  and,

in the  case of iii or iv  above  with  postage  prepaid  and  addressed  to the
recipient at its address as set forth as follows:


TO IBM:

Cheryl Young IBM Project Manager

IBM Project Office

                                      -160-

<PAGE>



315 E. Robinson Street
Orlando, FL  32801
Fax Number:   (770) 659-3407

TO SSP/OASiS:

Surgical Safety Products, Inc.
Attn.: ___________________________________
2018 Oak Terrace, Suite 400
Sarasota, FL 34231
Fax Number: (941) 927-7874

Either  party may change  its  address  by giving  notice of such  change in the
manner prescribed above.

     2.9 Estimated Schedule

     The  services  will  be  performed   during  the  period  12-01-99  through
     11-30-2000


     2.10 Charges

     The estimated  price for  performing the IBM tasks defined in the Statement
     of Work will be  $10,961,600.  plus  applicable  taxes if any. Based on 400
     sites with an average of 3 TouchPorts per site. This price is based upon an
     attached Schedule " PRICING SCENARIO "A" ". PRICING  SCENARIO'S "B" and "C"
     are also attached and are made a part of this  Statement of Work as pricing
     alternatives  in  certain  deployment  situations  which may  require  less
     networking  and/or  connectivity  services.  Any single  site  installation
     charge and associated  product costs will not exceed  Schedule "A" estimate
     per Key  Assumptions  as stated.  SSP/OASiS  will be billed for actual work
     performed  including hardware,  cabling services,  help desk, and break-fix
     support.  Any out of  scope  charges  to be  prior  approved  by  SSP/OASiS
     management. The charges and invoicing are as follows:

     Initial Payment:

          Prepayment of Product and Services :

               $100,000 upon contract  acceptance to be applied  immediately  to
               any IBM invoices due.

                                      -161-

<PAGE>



               Additional  prepayments  may  be  requested  upon  exhaustion  of
               initial prepayment.

Additional  terms may be requested upon exhaustion of initial  prepayment if any
outstanding IBM invoice to SSP/OASiS becomes more than 30 days past due.

     Per Problem Pricing: End User Support

     Included in the Per site and Per TouchPort charges.  The contract period is
     the lesser of one year or until all problems have been used.


                                    Extended
        BLOCK SIZE                   24 x 7
                               Including Holidays
-------------------------     ----------------------
      2,500 included           $29 each for add'l
-------------------------     ----------------------
500 Routed Calls included      $10 each for add'l
-------------------------     ----------------------

     We will notify your  designated  contact  when the 250 calls  remain from a
     purchased  Block of Problems.  If an End User should call for support after
     all calls have been used , it will be considered as authorization for us to
     deliver service beyond the current Problem Block limit

unless SSP/OASiS notifies the IBM Project Manger or Project Executive in writing
not to accept any further calls.

     Service will continue for thirty (30) days after our  notification  to your
     designated  contact. If you purchase an additional Block(s) of Problems and
     renew the contract  period,  the problems used during the 30-day  extension
     will be deducted  from the new Block.  If you do not purchase an additional
     Block of Problems,  you will be invoiced for Services  provided  during the
     30-day extension at the per Problem rate of the last Block purchased.

            In addition, SSP/OASiS will reimburse IBM for:

               the actual  travel and living  expenses,  upon prior  approval by
               SSP/OASiS, incurred in providing these services.

               actual shipping from the integration  facility in Orlando,  FL to
               the installation site

               shipping to and from the Orlando,  FL depot repair  facility from
               either of 1) an  installed  location  and/or 2) from any retained
               kiosk manufacturer to Orlando, FL or an installed site location.









                                      -162-

<PAGE>




            2.11 Definition of Terms

This  section  provides  definitions  of the terms as used in this  Statement of
Work:  End-Customer  - SSP/OASiS  Product's  customer,  the  Hospital or Medical
establishment which is the user of the OASIS TouchPort 2K system.

Site - The  end-customer  location  which  contains  the  point of  demarcation,
network  router and data cable  termination.

Level 1 Support - The 'level one' (L1) service is to answer 'how to'  questions.
The scope of this  activity  is rooted in the  notion  that all  answers to such
inquiries can be found within the  documentation  supplied to the end user as an
integral component of the product.

Level 2 Support  -The 'level two' (L2)  service is to augment  level one service
with a supplementary skill base that reflects experience in supporting operating
system(s)  and  similar  product(s)  when  feasible.  Its  scope is  limited  to
providing  solutions  that are  published  to the  public  domain and in general
acceptance, or to provide solutions that have been proscribed by a L3 entity for
particular problems or for technical scenarios they describe.

Level 3 Support - The 'level 3' (L3) service is  'ownership' by the help desk of
all  problems  that  cannot  be  resolved  at L2 that  have  been  appropriately
escalated. This support includes but is not limited to, product defect support.

Vendor - A provider of certain services to a customer.

Deliverable - Materials  delivered to a customer to support the services  being
delivered.

End Users - We will consider end users to be only the personnel you authorize to
use contracted EUS services.

In Scope - Items included within or covered by the scope of this document.

Problem - A singular request for assistance on a specific product.  Requests for
assistance on different  problems with the same product will be considered to be
multiple problems.  Closure of a problem occurs when we provide an answer to the
end user, which may include referring the end user to the appropriate source for
resolution.  If such answer does not solve the problem,  subsequent calls may be
placed  under the  original  problem  number.  A problem  may  involve  multiple
conversations  (calls) or actions such as (1) the initial end user request,  (2)
off-line research, (3) a callback from us to the end user and (4) closure of the
problem.

Call - An end user's contact with the EUS Center. There may be one or more calls
from the same end user on the same problem.

Call  Management  System (CMS) - The software used by IBM's EUS personnel to log
and track reported problems



                                      -163-

<PAGE>



            Appendix A  Deliverable Guidelines


            A.1 Monthly Status Report

            Purpose:  IBM will  provide  Monthly  Status  Reports  advising  the
            SSP/OASiS  Project  Manager  of the  progress  and status of the IBM
            activities.  The report will outline the IBM activities and describe
            the  status  of tasks  worked  on during  that  period.  Significant
            accomplishments, milestones, and problems will be identified.

            Content: The report will consist of the following, as appropriate:


               Activities performed during the during the reporting period


               Activities planned for the next reporting period


               Project change control summary


               Problems, concerns, and recommendations


               Other items of importance

            Delivery: IBM will deliver one copy of this document in reproducible
            format.


            A.2 Design and Implementation Reports

     Purpose:  These  are  work  products  that  will be  utilized  by the IBM /
     SSP/OASiS team in the implementation of IBM / SSP/OASiS solutions.

     Content: These reports are and will consist of:

               Site survey document

               Site Installation Plans & Schedules

               Customer Acceptance and Sign-off Forms

            Delivery:   IBM  will  deliver  one  copy  of  these   documents  in
            reproducible format for each SSP/OASiS end customer project.

            A.3 End User Support: Monthly Usage Reports

     (Access to) The Summary of End User Call Activity Report

     Purpose:  The Summary of End User Call Activity Report will allow SSP/OASiS
     to review such items as:

                                      -164-

<PAGE>




               1.   If problem was regarding hardware or software;


               2.   Type of problem being reported;


               3.   Which SSP/OASiS end user was placing the call;


               4.   Number of calls placed;


               5.   Length of problem;


               6.   Overall usage of the service.

     Content:  The  Summary of End User Call  Activity  Report  will  consist of
     SSP/OASiS call activity data.

     Delivery: Electronic access to the Report will be provided to the SSP/OASiS
     Primary Contact


                                      -165-

<PAGE>



     Appendix B Project Change Control Procedure

     The  following  provides a  detailed  process to follow if a change to this
     Statement of Work (SOW) is required.


          A Project Change  Request (PCR) will be the vehicle for  communicating
          change. The PCR must describe the change, the rationale for the change
          and the effect the change will have on the project.


          The designated Project Manager of the requesting party will review the
          proposed  change and  determine  whether to submit the  request to the
          other party.


          Both Project  Managers will review the proposed  change and approve it
          for further  investigation  or reject it. IBM will specify any charges
          for such investigation.

          IBM will specify any applicable charges for such  investigation  prior
          to the investigation being performed.


          If the investigation is authorized, the Project Managers will sign the
          PCR which will constitute approval for the investigation  charges. IBM
          will invoice SSP/OASiS for any such charges.  The  investigation  will
          determine the effect that the  implementation  of the PCR will have on
          price, schedule and other terms and conditions of the Agreement.


          A written  Change  Authorization  and/or  Project Change Request (PCR)
          must be signed by both  parties  to  authorize  implementation  of the
          investigated changes.



                                      -166-

<PAGE>



                          Appendix C Hardware/Software

          The following  list contains the specific  IBM/OEM part #'s,  options,
          and  quantities of equipment and software being proposed to SSP/OASiS.
          IBM shall provide SSP with a copy of all product  warranties issued by
          the manufacturer.

          1,200 OASiS TouchPort 2K Systems per the following configuration:

  Mfg.       Description                        Quantity
-------      --------------                     -------
  DFI        TouchPort 2K Desktop Kiosk          1,200
             15" Display

  APC        BK 200 UPS                          1,200

  CICSO      Router 675                          < 400
             Router 804                          < 400
             Router 1604                         < 400
             Router 1720                         < 400
             Hub    1538                         < 400





                                      -167-

<PAGE>



                          Appendix D Signature Document


                 Statement of Work for Project Support Services
                                 Custom Services


Scope of Services, Completion Criteria, charges, and other applicable terms:

Both of us agree that, 1) this Statement of Work defines the scope of work to be
accomplished  by IBM under the terms and 2) the  conditions  of the IBM Customer
Agreement (Agreement).

Project Scope:  See Statement of Work for:  OASiS TouchPort 2K Project
Estimated Charges:  $ 10,961,600.
See Charges Section on the attached Statement of Work.
-----------------------------------------------------------------------------

This  document is a Statement  of Work to the IBM  Customer  Agreement - Project
Support  Services.  Each of us agrees the  complete  agreement  between us about
these  Services  consists of 1) this  Statement  of Work and 2) the IBM Customer
Agreement or IBM Customer Agreement - Project Support Services,  as applicable (
or any equivalent agreement signed by both of us).

Agreed to (IBM Customer Name):              Agreed to:
SSP/OASiS                                   International Business Machines
                                            Corporation

By ____________________________________     By ___________________________
   Authorized Signature                        Authorized Signature

Name (type or print)                        Name (type or print)
Date:                                       Date:
Customer Number:  8666266                   Reference Agreement Number:  HQ12291
Customer Address:  SSP/OASiS                Statement of Work number : 7K30814
            2018 Oak Terrace                IBM Office number:   442
            Sarasota, FL 34231
Estimated Start Date:  December 1, 1999     IBM Office Address:
Estimated End Date:   November  30, 2000

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                         Appendix E Review and Approval

          Procedure

          Each deliverable  document,  as defined by the Deliverables  under IBM
          Responsibilities,  will be approved in  accordance  with the following
          procedure:

          7.   One  (1)  printed  draft  of the  deliverable  document  will  be
               submitted to the SSP/OASiS  Project Manager.  It is the SSP/OASiS
               Project   Manager's   responsibility   to  make  and   distribute
               additional copies to other reviewers.


          8.   Within five (5) days the  SSP/OASiS  Project  Manager will either
               approve the  deliverables  or provide  the IBM Project  manager a
               list of requested  changes.  If no response is received  from the
               SSP/OASiS  Project  manager within five (5) days, the deliverable
               will be deemed approved.

            The IBM Project Manager will submit the updated final version to the
            SSP/OASiS  Project Manager for approval.  The SSP/OASiS will confirm
            that the requested  changes were made and give final approval within
            three (3) days, the deliverables will be deemed approved.




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