EXHIBIT 13.1

                            SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
               the Securities Exchange Act of 1934 (Amendment No.)


                           Filed by the Registrant [X]
                 Filed by a Party other than the Registrant [ ]

   Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
    (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                         Surgical Safety Products, Inc.
 -------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


 -------------------------------------------------------------------------------
       (Name of Person(s) Filing Proxy Statement, if other than Registrant

 [X] No fee required
   [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   (1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
   (2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
   (3) Per unit price or other underlying value of transaction computed pursuant
to  Exchange  Act Rule 0-11 (set  forth the  amount on which the  filing  fee is
calculated and state how it was determined):
--------------------------------------------------------------------------------
   (4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
   (5) Total fee paid:
--------------------------------------------------------------------------------
   [ ] Fee paid previously with preliminary materials.

   [ ] Check box if any part of the fee is offset as provided  by  Exchange  Act
Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the form or schedule and the date of its filing:

   (1) Amount previously paid:
--------------------------------------------------------------------------------
   (2) Form, Schedule or Registration Statement No:
--------------------------------------------------------------------------------
   (3) Filing party:
--------------------------------------------------------------------------------
   (4) Date Filed:
--------------------------------------------------------------------------------


<PAGE>




                         SURGICAL SAFETY PRODUCTS, INC.

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                         To be Held on February 28, 2000

To the Stockholders of Surgical Safety Products, Inc.

            NOTICE IS HEREBY GIVEN that the Annual  Meeting of  Stockholders  of
Surgical Safety Products, Inc., a New York corporation (the "Company"),  will be
held on February  28, 2000 at the offices of  Surgical  Safety  Products,  Inc.,
located  at 2018  Oak  Terrace,  Sarasota,  Florida  34231  at  10:00 AM for the
following purposes:

1.   To elect nine (9) members to the Board of  Directors to serve for a term of
     one (1) year until the next annual  meeting and until their  successors are
     duly elected and qualified.

2.   To amend the Company's Articles of Incorporation,  as amended,  to increase
     the  authorized  number  of  shares  of Common  Stock  from  20,000,000  to
     100,000,000.

3.   To approve the Company's 2000 Stock Plan.

4.   To consider and act upon a proposal to ratify the appointment of Kerkering,
     Barbario & Co., P.A. as the Company's  independent  public  accountants for
     the fiscal years ending December 31, 2000.

5.   To  transact  such other  business as may be  properly  brought  before the
     Annual Meeting and any adjournments thereof.

            The Board of  Directors  has fixed the close of business on February
8, 2000 as the record date for the  determination  of  Stockholders  entitled to
notice of and to vote at the Annual Meeting and at any adjournments  thereof.  A
list of such  Stockholders  will be available  for  inspection  at the Company's
offices at 2018 Oak Terrace,  Sarasota,  Florida 34231 during ordinary  business
hours for the ten-day period prior to the Annual Meeting.

            All Stockholders are cordially invited to attend the Annual Meeting.
However,  to ensure your  representation,  you are requested to complete,  sign,
date and return the enclosed  proxy as soon as possible in  accordance  with the
instructions on the proxy card. A return addressed envelope is enclosed for your
convenience.

                                                BY ORDER OF THE BOARD OF DIRECT

                                                David Collins
                                                Corporate Secretary

Sarasota, Florida
February 7, 2000



<PAGE>



                         SURGICAL SAFETY PRODUCTS, INC.
                                2018 OAK TERRACE
                             SARASOTA, FLORIDA 34231



                                                                February 7, 2000


Dear Stockholder,

            You are  cordially  invited  to attend  the 2000  Annual  Meeting of
Stockholders of Surgical Safety Products, Inc. (the "Company") to be held at the
offices of Surgical  Safety  Products,  Inc.  on February  28, 2000 at 10:00 AM,
located at 2018 Oak Terrace, Sarasota, Florida 34231.

            At the Annual Meeting,  nine (9) people will be elected to the Board
of  Directors.  The Board of Directors  recommends  the election of the nine (9)
nominees  named in the Proxy  Statement.  In addition,  the Company will ask the
Stockholders  to:  approve and adopt an amendment to the  Company's  Articles of
Incorporation, as amended, to increase the authorized number of shares of Common
Stock;  approve the  Company's  2000 Stock  Plan;  and ratify the  selection  of
Kerkering, Barbario & Co. P.A. as the Company's independent public accountants.

            Whether  you  plan to  attend  the  Annual  Meeting  or  not,  it is
important that you promptly  complete,  sign, date and return the enclosed proxy
card. This will ensure your proper representation at the Annual Meeting.


                                         Sincerely,


                                         Dr. G. Michael Swor,
                                         Chairman of the Board and
                                         Chief Executive Officer




                             YOUR VOTE IS IMPORTANT
                  PLEASE REMEMBER PROMPTLY TO RETURN YOUR PROXY





<PAGE>



                         SURGICAL SAFETY PRODUCTS, INC.
                                2018 OAK TERRACE
                             SARASOTA, FLORIDA 34231
                                 (941) 927-7874

                            -------------------------
                                 PROXY STATEMENT
                            -------------------------

GENERAL INFORMATION

            This  Proxy   Statement  is  furnished   in   connection   with  the
solicitation  by the Board of Directors of Surgical Safety  Products,  Inc. (the
"Company" or "SSP"),  a New York  corporation,  of proxies,  in the accompanying
form, to be used at the Annual Meeting of Stockholders to be held at the offices
of  Surgical  Safety  Products,  Inc.,  located at 2018 Oak  Terrace,  Sarasota,
Florida  34231 on February  28, 2000 at 10:00 AM, and any  adjournments  thereof
(the "Meeting").

            Where the Stockholder  specifies a choice on the proxy as to how his
or her shares are to be voted on a particular  matter,  the shares will be voted
accordingly.  If no choice is  specified,  the shares  will be voted (1) FOR the
election  of the  nine (9)  nominees  for  Director  named  herein,  (2) FOR the
amendment of the Company's  Articles of Incorporation,  as amended,  to increase
the authorized  number of shares of Common Stock from 20,000,000 to 100,000,000,
(3)  FOR  the  approval  of the  Company's  2000  Stock  Plan,  and  (4) FOR the
ratification  of the  appointment  of  Kerkering,  Barbario  & Co.  P.A.  as the
Company's independent public accountants for the fiscal year ending December 31,
2000.

            You can  revoke  your  proxy at any time  before  the  voting at the
Meeting by sending a properly  signed written  notice of your  revocation to the
Corporate Secretary of the Company, by submitting another proxy that is properly
signed and bears a later date or by voting in person at the Meeting.  Attendance
at the Meeting will not itself  revoke an earlier  submitted  proxy.  You should
direct any written notices of revocation and related correspondence to: Surgical
Safety Products,  Inc., 2018 Oak Terrace,  Sarasota,  Florida 34231,  Attention:
Corporate Secretary.

            Shares  represented by valid proxies in the form enclosed,  received
in time for use at the Meeting and not revoked at or prior to the Meeting,  will
be voted at the Meeting. The presence,  in person or by proxy, of the holders of
a majority of the outstanding  shares of the Company's  common stock,  par value
$.001 per share  ("Common  Stock"),  is necessary to  constitute a quorum at the
Meeting.  With respect to the tabulation of proxies for purposes of constituting
a quorum,  abstentions and broker non-votes are treated as present. For purposes
of the proposal to amend the Company's Articles of Incorporation, as amended, to
increase the authorized  number of shares of Common Stock (Item 2),  abstentions
and broker  non-votes  will have the effect of a negative vote, and for purposes
of each of the other  proposals,  abstentions and broker  non-votes will have no
effect on the vote.

            The close of  business  on  February  8, 2000 has been  fixed as the
record date for determining the  Stockholders  entitled to notice of and to vote
at the Meeting.  As of that date,  the Company had  14,515,373  shares of Common
Stock outstanding and entitled to vote.  Holders of Common Stock are entitled to
one vote per share on all  matters  to be voted on by  Stockholders.  This Proxy
Statement and the  accompanying  proxy are being mailed on or about February 18,
2000 to all Stockholders entitled to notice of and to vote at the Meeting.

            The cost of  soliciting  proxies,  including  expenses in connection
with preparing and mailing this Proxy  Statement,  will be borne by the Company.
In addition, the Company will reimburse


<PAGE>



brokerage firms and other persons representing beneficial owners of Common Stock
of the  Company  for  their  expenses  in  forwarding  proxy  material  to  such
beneficial  owners.  Solicitation  of  proxies  by mail may be  supplemented  by
telephone,   telegram,   telex,  and  other   electronic   means,  and  personal
solicitation  by  the  Directors,  officers  or  employees  of the  Company.  No
additional  compensation  will be paid to  Directors,  officers or employees for
such solicitation.

            The Form 10KSB for the fiscal year ended  December  31, 1998 and the
Form  10QSB for the  period  ended  September  30,  1999 is being  mailed to the
Stockholders with this Proxy Statement, but does not constitute a part hereof.

                                 SHARE OWNERSHIP

            The following  table sets forth certain  information  as of December
31, 1999, concerning the ownership of Common Stock by (i) each current member of
the  Board of  Directors  of the  Company,  (ii)  each  nominee  of the Board of
Directors of the Company,  (iii) each executive  officer of the Company named in
the Summary  Compensation Table appearing under "Executive  Compensation," below
and (iv) all  current  Directors,  the  nominee  and  executive  officers of the
Company as a group.  No Stockholder of the Company is known by the Company to be
the beneficial owner of more than 5% of the outstanding shares of Common Stock.

<TABLE>
<CAPTION>
                                                         Shares Beneficially Owned (1)

Name and Address                         Type of          Number
Current and Nominee Directors:           Security        of Shares         Percentage
-------------------------------        -------------     -----------       -----------
<S>                                    <C>               <C>               <C>
Dr. G. Michael Swor                       Common         3,763,890 (2)         25.93%
Frank M. Clark                            Common            62,000 (3)           .43%
Donald K. Lawrence                        Common           250,000 (4)          1.72%
James D. Stuart                           Common           730,198 (5)          5.03%
Irwin Newman                              Common               -0-              0.00%
Sam Norton                                Common           103,400 (6)           .71%
David Swor                                Common           523,445 (6)          3.61%
Dr. William B. Saye                       Common            50,000 (6)           .34%
David Collins                             Common            34,000 (3)           .23%
All Executive Officers and                                   5,516,933         38.00%
Directors as a Group (nine (9)
persons)
</TABLE>

(1)  The  percentages   are  based  upon  14,515,373   shares  of  Common  Stock
     outstanding,  including the 6,000 shares to Ten Peaks for which the Company
     is  obligated,  but has not  delivered due to its belief that Ten Peaks has
     failed  to  perform.  In  addition  to the  shares  owned by the  Executive
     Officers and Directors,  said officers and directors own  (including  those
     beneficially  held) options to purchase  5,497,149  shares of the Company's
     Common Stock (without  regard to the  additional  options to Dr. Saye which
     accrue at the rate of 8,333 per


<PAGE>



     month after December 31, 1999)  pursuant to Employee and  Consultant  Stock
     Option Plans adopted in 1994,  1998 and 1999. In the event all such options
     to purchase  were  exercised,  this group  would own a total of  11,014,082
     shares of the Company's  Common Stock which would  represent  55.04% of the
     total shares of Common Stock outstanding. Under the 1994 ESOP, 1998 Revised
     ESOP and 1999 Revised ESOP,  none of these options may be exercised  within
     60 days unless registered.

(2)  This  includes  631,260  owned by Dr. Swor's wife of which he is deemed the
     beneficial owner.

(3)  In April 1999, Mr. Clark and Mr. Collins received 12,000 and 34,000 shares,
     respectively, of the Company's restricted Common Stock in lieu of salary in
     the amount of $7,812 due to Mr. Clark and consulting  fees equal to $23,410
     due to Mr. Collins.

(4)  Mr. Lawrence  received his shares of restricted Common Stock as part of the
     acquisition of all of the assets of Endex by the Company.

(5)  These shares are a portion of the 816,619 shares which Mr. Stuart  received
     as a gift from Dr. Swor in 1996.

(6)  Each of these Directors purchased 50,000 shares of the Company's restricted
     Common  Stock and  warrants  to  purchase  25,000  shares of the  Company's
     restricted  Common  Stock  exercisable  at the price of $1.00 for a term of
     five (5)  years on the same  terms as other  investors  in a  self-directed
     private placement commenced by the Company in April 1999.

                                   MANAGEMENT

Directors

     The Company's Bylaws provide for a Board of Directors,  the number of which
may be set from time to time by  resolution.  The Board of  Directors  currently
consists of nine (9), all of which are standing for re-election. For information
on the Directors being nominated for election,  see "Election of Directors (Item
1)."

<PAGE>


            The names of the Company's  Directors and certain  information about
them are set forth below:

Name                              Age      Position(s) with Company
-----------------------           ----     ----------------------------------
Dr. G. Michael Swor               42       Chairman and Chief Executive Officer
4485 S. Shade Avenue
Sarasota, FL 34237

Frank M. Clark (1)(2)             67       Director
7313 Oak Leaf Way
Sarasota, FL 34241

Donald K. Lawrence (1)            37       Director, President and Chief
716 Edgemer Lane                           Operating Officer
Sarasota, FL 34242

David Collins           (1)       58       Director, Acting Chief Financial
6210 Sun Boulevard                         Officer,Treasurer and Secretary (3)
St. Petersburg, FL 33715

James D. Stuart                   42       Director
880 Jupiter Park Drive
Suite 14
Jupiter, FL 33458

Irwin Newman (2)                  51       Director
1515 SW 22nd Avenue Circle
Boca Raton, FL 33486

Sam Norton                        40       Director and Chairman of the Stock
1819 Main Street                           Compensation Committee
Suite 610
Sarasota, FL 34236

David Swor                        67       Director
6385 Presidential Court
Suite 104
Fort Meyers, FL 33919

Dr. William B.Saye (1)            60       Director and Medical Director of
4614 Chattahoochee Crossing                ALTC VirtualLabs
Marietta, GA 30067



(1)  Except for Mr. Clark,  Mr. Lawrence,  Dr. Saye and Mr. Collins,  who had no
     role in founding or organizing the Company,  the above-named persons may be
     deemed to be "promoters"  and "parents" of the Company,  as those terms are
     defined under the Rules and Regulations promulgated under the Act.


(2)  Mr.  Collins is not engaged as a full time  employee of the Company.  He is
     devoting  and will  continue to devote such time as required to fulfill the
     obligations as the Company's Acting Chief Financial Officer,  Treasurer and
     Secretary. At such time as the Company has sufficient additional revenue or
     is successful in securing  additional  funding from outside sources,  it is
     intended  that Mr.  Collins  will be  employed  by the Company as the Chief
     Financial  Officer and that he will devote his full time to the business of
     the Company.



<PAGE>



     G. Michael Swor,  M.D.,  M.B.A, age 42, has served as Chairman of the Board
and  Medical/Technical  Advisor of the Company  since its  inception in 1992 and
served as Treasurer to the Company  from June,  1998 until  January 31, 2000 and
has served as Chief Financial Officer of the Company since February 2000.

     Dr.  Swor,  a board  certified,  practicing  physician  with a specialty in
OB/GYN, is the founder of Surgical. From 1992 until June 12, 1998, Dr. Swor also
served as  President  and CEO.  With a Masters in Business  Administration,  Dr.
Swor's duties for the Company include investor relations,  corporate  financing,
and  overall  corporate  policy  and  management.  He  is a  clinical  assistant
professor in the OB/GYN department at University of South Florida.  Dr. Swor was
the inventor of SutureMate(R) and  Prostasert(TM) and the original holder of the
patents  issued  to each of  these  products.  Dr.  Swor  has  written  numerous
articles,  published the "Surgical Safety Handbook," and given numerous lectures
on  safety  and  efficiency  in  the  surgical  environment.   His  professional
affiliations   include  American  College  of  Surgeons,   American  College  of
Obstetrics and Gynecology and the Florida Medical  Association.  From 1996 until
the present, Dr. Swor has acted as an independent  consultant for Concise Advise
which  provides  consulting  services  related to product  development,  patent,
research,  distribution,  joint venture, mergers and other business issues. From
1994  through  1996,  Dr. Swor oversaw the  operation of WDC.  From 1987 through
1995,Dr.  Swor was the managing  partner of Women's Care  Specialists/Physicians
Services Inc. where he oversaw four (4) physicians,  two (2) practitioners and a
staff of over twenty five (25).  From 1987 through 1992,  Dr. Swor was a partner
and board member of Women's  Ambulatory  Services,  Inc.,  a diagnostic  testing
facility.  From 1982 through  1985,  Dr. Swor was the President of University of
Florida at Jacksonville,  Health Sciences Center resident staff association with
over 200 members.  Dr. Swor received a B.A degree in 1978 from the University of
South Florida,  a M.D.  degree from the  University of South Florida  College of
Medicine in 1981,  and an M.B.A.  degree from the University of South Florida in
1998.  From 1981  through  1985 he  received  his  training  in OB/GYN  from the
University of Florida  Department of Obstetrics and Gynecology in  Jacksonville,
Florida.  He has received  several special  achievement  awards  including being
honored by the  University  of South  Florida in May, 1998 with the Alumni Award
for Professional Achievement.

     Frank M. Clark, age 67, has served as a Director since June, 1998.

     Mr. Clark was  President  and Chief  Executive  Officer of the Company from
June 1998 until  January 31,  2000.  Currently,  Mr. Clark  provides  consulting
services to the Company.  While serving in those capacities,  he was responsible
for the day to day operations of the Company and was responsible for new product
development  and  manufacturing  and manages new  business  ventures,  including
mergers,    acquisitions,    joint    ventures,    strategic    alliances    and
licensing/distribution  agreements for the Company. Mr. Clark also serves on the
Board of GenSci  Regeneration  Sciences,  Inc. From 1991 to 1997,  Mr. Clark was
Chairman  and CEO of  Corporate  Consulting  Services  Group  where his  primary
activities  were providing  consulting  services to start-up  companies,  under-
performing  companies and training  people in career  transitions.  From 1984 to
1991,  Mr. Clark was COO and Executive  Vice  President of Right  Associates,  a
consulting firm with  responsibilities for business development with Fortune 100
corporations for which he acted. He acquired a Los Angeles based consulting firm
and became  the  Managing  Principal.  From 1981 to 1984,  Mr.  Clark was a Vice
President of National  Medical Care, a subsidiary of W.R. Grace,  Inc. where his
innovative marketing leadership helped the company recapture a dominant share of
the dialysis market. From 1978 to 1981, Mr. Clark served as President, Corporate


<PAGE>



Vice  President  and a Director  of R.P.  Scherer,  Inc.,  the  world's  leading
producer  of  soft  gelatin  capsules  where  he  was  in  charge  of  worldwide
businesses.  From 1959 to 1978,  Mr.  Clark was  employed  by Johnson & Johnson,
Inc., first with Ethicon, Inc. where he served as a Vice President and Director,
then with Ethnor Medical Products where he was a Vice President, General Manager
and a  Director  and  then  with  Stimulation  Technology,  where he  served  as
Executive  Vice  President  and a  Director.  From 1956 to 1958,  Mr.  Clark was
employed by Federated  Department  stores in the executive  training  program at
Bloomingdales  in New York City. Mr. Clark received a certificate  from Teachers
College in Connecticut in 1955.

     Donald K.  Lawrence,  age 37, has served as a Director  since January 1998,
served as Vice  President,  Sales & Marketing and Secretary from May, 1997 until
January 31, 2000,  served as Executive Vice  President from January,  1998 until
January 31, 2000 and has served as President and Chief  Operating  Officer since
February 2000.

     Mr. Lawrence's responsibilities include sales management,  market planning,
advertising,  and management  for Compliance  Plus products and as the Executive
Director of OASiS.  His arrival to the Company was  facilitated by the Company's
acquisition in 1997 of InterActive PIE  Multimedia,  Inc., of which Mr. Lawrence
was founder and Chief Executive Officer. From February 1996 until February 1997,
Mr.  Lawrence was the CEO of InterActive  PIE. From December 1991 until February
1996, Mr. Lawrence was employed by Ethicon  Endo-Surgery/Johnson  & Johnson as a
surgical sales representative.  From July 1989 until December 1991, Mr. Lawrence
acted as a surgical sales  representative  for Davis and Geck. Prior to entering
the area of medical  device  sales,  from  February  1985  until July 1989,  Mr.
Lawrence was an account  executive with DHL Worldwide  Express.  During college,
Mr.  Lawrence  was an  independent  dealer for  Southwestern  Publishing  Co. Mr
Lawrence  received a B.S degree in  Marketing  and  Communications  in 1984 from
Appalachian State University.

     David Collins,  age 58, has served as a Director since January 1999 and its
Acting Chief Financial  Officer since March 1999 and has served as its Treasurer
and Secretary since February 2000.

     Mr. Collins  responsibilities  include  overseeing the financial affairs of
the Company on a part time basis and he is currently  engaged as a consultant to
the Company. Mr. Collins devotes such time as is necessary to fulfill his duties
to the Company.  During 1997 and 1998,  Mr. Collins was Controller for the Sales
and Marketing  Division for GES  Exposition  Services,  a subsidiary of the NYSE
listed Viad Corporation.  From 1993 to 1996, Mr. Collins was General Manager and
Chief Financial Officer of Spectra Services Corporation.  From 1989 to 1992, Mr.
Collins was a Partner and Consultant to Quantum  Corporation,  a venture capital
firm.  From 1977 to 1988, Mr. Collins rose from  Controller to Vice President of
Finance (1982) and then to Vice President of Finance and Chief Financial Officer
(1984) of R.P. Scherer  Corporation,  a NYSE listed company.  From 1975 to 1977,
Mr.  Collins  was Vice  President  and  Controller  of  Wheelhorse  Products,  a
subsidiary of American Motors/Chrysler. From 1971 to 1975, Mr. Collins rose from
Controller of the Midwest  Dental  Division to Vice  President and Controller of
the American Hospital Division of American Hospital Supply  Corporation  (1974).
From 1969 to 1971,  Mr.  Collins was a Senior  Auditor and  Consultant in Public
Accounting with Deloitte & Touche. Mr. Collins received a BSBA from


<PAGE>



Northwestern  University in 1964 and a MBA from the Kellogg  Graduate  School of
Management at  Northwestern  University  in 1967.  He became a Certified  Public
Accountant in the State of Illinois in 1971.

     James D.  Stuart,  age 42, has served as a Director  since 1993,  initially
acting as Director of Marketing and Sales.

     Mr. Stuart served as Executive Vice  President  from 1993 until June,  1998
and initially  acted as the Director of Marketing and Sales.  During his time as
an  officer  of  the  Company,  Mr.  Stuart  was  responsible  for  new  product
development  and  manufacturing  and manages new  business  ventures,  including
mergers,    acquisitions,    joint    ventures,    strategic    alliances    and
licensing/distribution agreements for the Company. From November 1994 until July
1996,  Mr.  Stuart acted as  President  and CEO of WDC and was  responsible  for
managing and operating the facility.  From March 1986 until May 1993, Mr. Stuart
was employed by Liquid Air Corporation,  Buld Gases Division first as a Business
Manager for South Florida and then as a Program Manager for Food Freezing.  From
February 1981 until February 1986, Mr. Stuart was employed by NCR Corporation in
the Systemedia  Division  initially as a Territory  Manager and then as a Senior
Account Manager. Mr. Stuart received a B.A. degree in marketing in 1980 from the
University of South Florida.

     Irwin Newman, age 51, has served as a Director since 1993

     Currently,  Mr. Newman provides financial advisory services to the Board of
Directors.  From 1993 to the present, Mr. Newman has served as the President and
CEO of Jenex Financial Services, Inc. ("Jenex").  Mr. Newman is the principal of
Jenex. Mr. Newman is and has been a practicing attorney since 1973. From 1993 to
1998,  Mr.  Newman served as Vice  President and General  Counsel for Boca Raton
Capital Corporation,  a publicly owned, NASDAQ listed investment holding company
where he  completed  an Initial  Public  Offering  for a $4 million  subsidiary,
completed a $3.5 million secondary  offering and was responsible for shareholder
and investor  relations.  From 1983 to 1988, Mr. Newman served with the New York
Stock  Exchange firms of Gruntal & Co. and Butcher and Signer,  specializing  in
common and preferred stocks, options,  municipal and corporate bonds and GNMA's.
During part of this period,  he  broadcast a daily  television  market  comments
program over the Financial News Network.  Mr. Newman  received a B.S.  degree in
Business  Administration from Syracuse University in 1970 and a J.D. degree from
the University of Florida in 1973.

     Sam Norton, age 40, has served as a Director since 1992.

     Mr. Norton  provides  business and legal advisory  services to the Board of
Directors.  Mr. Norton is the Chairman of the Stock Compensation Committee.  Mr.
Norton is an attorney with the firm Norton, Gurley,  Hammersley & Lopez, P.A. in
Sarasota,  Florida.  Mr. Norton practices primarily in the areas of real estate,
banking,  corporate  and  business  transactions  and  is a  Florida  Bar  board
certified real estate  specialist,  having earned such certification in 1991. He
has practiced  law in Sarasota  since 1985 and is the past Chairman of the Joint
Committee of the Sarasota Board of Realtors/Sarasota County Bar Association. Mr.
Norton is active in  Sarasota  civic  organizations  and  currently  serves as a
member of the Board of Directors of Sarasota Bank. Mr. Norton graduated from the
University of Florida in 1981 and earned a J.D.  degree from Stetson  University



<PAGE>


School of Law in 1984 where he  graduated  Cum Laude.  While in law school,  Mr.
Norton was chosen to serve on the Law Review. He was admitted to the Florida Bar
in 1985.

     David Swor, age 67, has served as a Director since 1992.

     Mr.  Swor,  who is the  father  of Dr.  Swor,  provides  business  advisory
services for the Board of Directors.  From 1985 until the present,  Mr. Swor had
been engaged in the real estate  brokerage  business as the owner of Swor,  Inc.
The firm  specializes in the  development of commercial  real estate  properties
along with operating other related  business  interest,  holdings and investment
properties. From 1992 to the present, Mr. Swor has been a member of the Board of
Directors of SunTrust Bank in Sarasota,  Florida. From 1974 until 1985, Mr. Swor
was a co-owner of the real estate firm of Swor & Santini, Inc. which specialized
in commercial real estate and investments.  From 1973 until 1975, Mr. Swor was a
realtor  with  Russ  Gorgone,  Inc.  From 1971  until  1973,  Mr.  Swor was Vice
President  and  co-owner  of  Carroll  Oil  Company,  which  operated  a  Texaco
distributorship  in Fort Myers,  Florida.  From 1959 until 1971,  Mr. Swor was a
salesman for Texaco and from 1958 until 1959, Mr. Swor was in advertising  sales
for the  Orlando  Sentinel  Star.  Mr.  Swor  received  a B.A.  degree  from the
University of Kentucky in 1955 and holds teaching  certificates  from the states
of Kentucky and Florida.


     William B. Saye, MD, FACOG, FACS, age 60, has served as Medical Director of
ALTC VirtualLabs since November 1998 and as a Director since January, 1999.

     Dr. Saye is the founder, CEO and Medical Director of ALTC. ALTC was started
in 1990. Dr. Saye is also the Clinical  Assistant  Professor of OB/GYN for Emory
University  School of Medicine in  Atlanta,  Georgia.  Dr.  Saye,  with  another
pioneering   surgeon,   made  medical   history  when  he  performed  the  first
laparoscopic cholecystectomy (removal of the gall bladder) in the United States.
In the past nine (9) years, Dr. Saye has been instrumental in training more than
15,000  surgeons  in  various   laparoscopic   techniques  and  spearheaded  the
development  of  a  new  minimally  invasive  therapy,   laparoscopic  Doderlien
hysterectomy.  Dr. Saye  received a BS from Georgia  Institute of  Technology in
1962 and his MD degree from Tulane  University  Medical School in 1965. Dr. Saye
is board  certified  in  Obstetrics  and  Gynecology  and in  Advance  Operative
Paparoscopy. Dr. Saye is the author of numerous articles on laparoscopic surgery
and techniques.

Committees of the Board and Meetings

     During  the  fiscal  year  ended  December  31,  1999,  there were four (4)
meetings  of the Board of  Directors,  and there were no formal  meetings of the
Stock  Compensation  Committee of the Board of Directors.  No Director  attended
fewer than fifty  percent  (50%) of the total number of meetings of the Board of
Directors  and its  Committees  on which he served  during the fiscal  year.  In
addition,  the  members of the Board of  Directors  and its  Committee  acted at
various times by unanimous written consent pursuant to New York law.

     The Stock  Compensation  Committee,  which did not met during  fiscal 1999,
currently  has three  members,  Irwin  Newmann,  David Swor and Sam Norton.  Mr.
Norton is the Chairman. The Stock Compensation  Committee reviews,  approves and
makes recommendations on the Company's


<PAGE>



stock compensation  plans,  compensation  policies,  practices and procedures to
ensure that legal and fiduciary  responsibilities  of the Board of Directors are
carried out and that such policies,  practices and procedures  contribute to the
success  of  the  Company.   The  Committee  also  oversees  the  retention  and
development  of  key  management   employees  of  the  Company.   The  Committee
administers the Company's stock plans.
Compensation of Directors

            The Company's  policy is not to pay cash  compensation to members of
the Board for serving as a Director or for their attendance at Board meetings or
Committee meetings. Directors are eligible to participate in the Company's stock
plans.

Executive Officers

            All  of  the  Company's  Executive  Officers  are  Directors  of the
Company.  The executive officers serve at the pleasure of the Board of Directors
and the Chief Executive Officer.

                             EXECUTIVE COMPENSATION

Summary Compensation Table

            The  following  Summary   Compensation   Table  sets  forth  summary
information as to compensation  received by the Company's  Executive Officers as
executive  officers of the Company  through  June 30,  1999  (collectively,  the
"named  executive  officers")  for  services  rendered  to  the  Company  in all
capacities during the three fiscal years ended December 31, 1998.



<PAGE>




<TABLE>
<CAPTION>
                                                                    Long Term Compensation
                                                            ------------------------------------
                         Annual Compensation                         Awards             Payouts
--------------------------------------------------------    -------------------------  ---------
<S>          <C>     <C>           <C>          <C>          <C>           <C>            <C>       <C>
(a)          (b)     (c)           (d)          (e)          (f)           (g)            (h)       (i)
                                                Other        Restricted    Securities
Name and                                        Annual       Stock         Underlying               All Other
Principal                                       Compen-      Award(s)      Options/       LTIP      Compen-
Position     Year    Salary ($)    Bonus ($)    sation ($)   ($)           SARs  (f)      Payouts   sation ($)
                                                                                                    (1)

G.           1996         -                                                                         5,280
Michael      1997         -                                                                         4,877
Swor,        1998    32,500                                                                         5,400
Chairman     1999    47,500                                                  20,000                 5,400
of the
Board
and Chief
Executive
Officer
(2)
-----------------------------------------------------------------------------------------------------------
Frank M.     1996         -
Clark        1997         -
President    1998    32,731                                  50,000         70,417
and CEO      1999    57,477                                  12,000         20,000
into 2000
(3)
-----------------------------------------------------------------------------------------------------------
Donald       1996         -
K.           1997    16,675                                  13,657
Lawrence     1998    57,278                                                 17,604
President    1999    57,499                                                170,000
and Chief
Operating
Officer
(4)
-----------------------------------------------------------------------------------------------------------
James D.      1996    49,536                                                                        8,944
Stuart        1997    47,166                                                                        5,676
Former        1998     6,000                                                                        4,020
Executive
Vice
President
(6)
-----------------------------------------------------------------------------------------------------------
David        1999    38,795                     15,575       34,000         85,000
Collins,                                                                    (6)
Acting
Chief
Financial
Officer,
Treasurer
and
Secretary
(5)
--------------------------
</TABLE>

(1)  All other compensation  includes certain health and life insurance benefits
     paid by the Company on behalf of its employee.



<PAGE>




(2)  Dr. Swor did not  receive  any salary  prior to June 1998 at which time the
     Company and he executed an Employment Agreement for a salary of $60,000 per
     year. Other compensation includes life insurance paid by the Company.


(3)  Mr. Clark  executed an Employment  Agreement  with the Company in June 1998
     for an annual salary of $60,000.  As a signing  bonus,  Mr. Clark  received
     50,000 shares of restricted stock in the Company which is valued at $50,000
     and options to purchase  200,000 shares of the Company's Common Stock at an
     exercise  price of $1.75 per share.  The Company's  options have no current
     trading value.  Mr. Clark retired as President and Chief Executive  Officer
     in January 2000.


(4)  In April 1999, Mr. Clark and Mr. Collins  received 12,000 and 34,000 shares
     of the Company's restricted Common Stock in lieu of salary in the amount of
     $7,812 due to Mr.  Clark and  consulting  fees equal to $23,410  due to Mr.
     Collins.


(5)  Mr. Lawrence executed an Employment  Agreement with the Company in May 1997
     for an annual salary of $50,000.  Effective in January 1998,  the salary of
     Mr.  Lawrence was  increased to $100,000  per year;  however,  he agreed to
     defer receipt of the additional  amounts until a mutually  agreed date. The
     Company began  installment  payments of the deferred amount on September 1,
     1999. As  consideration  for the  acquisition  of the assets of Endex,  Mr.
     Lawrence  received 250,000 shares of restricted stock in the Company.  Such
     shares were valued at the asset value of $13,657. In June 1998, the Company
     granted Mr.  Lawrence  options to purchase  100,000 shares of the Company's
     Common Stock at an exercise price of $1.75 per share. The Company's options
     have no current trading value.


(6)  Mr. Stuart acted as the Executive Vice President of the Company until June,
     1998.  Other  compensation  includes  a  portion  of his  health  insurance
     premiums which were paid by the Company and life insurance.


           Option Grants in Last Fiscal Year

            The  following  table  provides  information  regarding the grant of
stock options during fiscal year 1999 to the named executive officers.

<TABLE>
<CAPTION>
                            Individual Grants                            Potential realizable value at    Alternative to
                                                                         assumed annual rates of stock    (f) and (g):
                                                                         price appreciation for option    Grant date
                                                                         term                             value

Name        Number of     Percentage of     Exercise or    Expiration       5% $/sh (f)    10% $/sh (g)   Grant date
(a)         Securities    Total             base price     Date (e)                                       present value
            underlying    options/SAR'      ($/sh) (d)                                                    $/sh (f)
            Options/SA    s granted to
            R's           employees
            Granted       during fiscal
            (#) (b)       year (c)
<S>         <C>           <C>               <C>            <C>            <C>              <C>            <C>

G.           10,000        4.1%             $1.00          12/26/09         $1.63          $2.59          $1.00
Michael      10,000                         $1.00          12/31/08         $0.815         $1.295         $0.50
Swor
Frank M.     10,000        4.1%             $1.00          12/26/09         $1.63          $2.59          $1.00
Clark        10,000                         $1.00          12/31/08         $0.815         $1.295         $0.50

Donald K.    10,000       35.0%             $1.00          12/26/09         $1.63          $2.59          $1.00
Lawrence    150,000                         $1.00          05/24/09         $1.271         $2.02          $0.78
             10,000                         $1.00          12/31/08         $0.815         $1.295         $0.50
David        10,000       18.7%             $1.00          12/26/09         $1.63          $2.59          $1.00
Collins      65,000                         $1.00          01/18/09         $1.532         $2.435         $0.94
             10,000                         $1.00          12/31/08         $0.815         $1.295         $0.50
</TABLE>

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Values

<PAGE>



     The following table provides information  regarding the aggregate exercises
of options by each of the named  executive  officers.  In  addition,  this table
includes  the number of shares  covered by both  exercisable  and  unexercisable
stock options as of December 31, 1998, and the values of "in-the-money" options,
which values  represent the positive  spread  between the exercise  price of any
such option and the fiscal year-end value of the Company's Common Stock.

Year End Option Values for Executive Officers


<TABLE>
<CAPTION>
Name               Exercised       Value Realized    No. of              Value of
                                                     Unexercised         Unexercised
                                                     Exercisable/        Exercisable/
                                                     Unexercisable       Unexercisable
---------------------------------------------------------------------------------------
<S>                <C>             <C>               <C>                 <C>
G. Michael         0               0                 3,870,686/0          $  473,634/0
Swor

Frank M. Clark     0               0                   200,000/0          $        0/0


Donald K.          0               0                   100,000/0          $        0/0
Lawrence

James D. Stuart    0               0                       (1)                  (1)
(1)
</TABLE>


(1)  Mr. Stuart was not an executive officer at the year end 1998 and the number
     of  unexercised   exercisable/unexercised  and  the  value  of  unexercised
     exercisable/unexercised options were not included in this table.

Employment Contracts

     The Company  has an  arrangement  with Staff  Leasing,  a Florida  licensed
employee leasing company, and has entered into Employee Agreements with Dr. Swor
and Mr.  Lawrence  and had an  Employee  Agreement  with Mr.  Clark prior to his
retirement.  Dr.  Swor,  Mr.  Lawrence  and Mr.  Clark  are or were  treated  as
co-employees by Staff and the Company.

     The  agreement  with Dr. Swor was  entered  into on June 15, 1998 which was
renewed June 1999.


<PAGE>



Dr. Swor is employed as the Treasurer and Medical  Director of the Company at an
annual  salary of $60,000.  The  agreement is for a term of one (1) year,  which
term is renewable year to year unless either party provides  notice to the other
within fourteen (14) days prior to the expiration that it seeks to terminate the
agreement.  Dr.  Swor is  required to devote such time as is required to fulfill
his duties to the  Company.  Dr. Swor is  reimbursed  reasonable  and  necessary
expenses  incurred  on behalf of the  Company.  Prior to the  execution  of this
agreement, Dr. Swor received no salary for his services to the Company since its
inception.

     The  agreement  with Mr.  Clark was entered into on June 15, 1998 which was
renewed June 1999. Mr. Clark is employed as the President and CEO of the Company
for a term of one (1) year at a salary of $60,000,  which term is renewable year
to year unless either party  provides  notice to the other within  fourteen (14)
days prior to the expiration that it seeks to terminate the agreement. Mr. Clark
is  required  to devote  such time as is  required  to fulfill his duties to the
Company.  Mr. Clark is reimbursed  reasonable and necessary expenses incurred on
behalf of the Company.  Mr. Clark  received a signing  bonus of 50,000 shares of
restricted  stock in the  Company and was  granted  options to purchase  200,000
shares of the  Company's  Common Stock at an exercise  price of $1.75 per share.
Mr. Clark retired as President and Chief Executive Officer in January 31, 2000.

     The agreement with Mr. Lawrence was entered into on April 1, 1997 which was
renewed  April 1998 and April 1999.  Mr.  Lawrence is employed as the  Marketing
Director of the Company for a term of one (1) year at a salary of $50,000, which
term is renewable year to year unless either party provides  notice to the other
within fourteen (14) days prior to the expiration that it seeks to terminate the
agreement.  Commencing  January 1, 1998, Mr.  Lawrence became the Executive Vice
President of the Company.  Effective  January 1998,  Mr.  Lawrence's  salary was
increased  to  $100,000  per year;  however,  he agreed to defer  receipt of the
additional  amount until a mutually  agreed date. The Company began  installment
payments on the deferred  amount of September 1, 1999. Mr.  Lawrence is required
to devote such time as is required  to fulfill  his duties to the  Company.  Mr.
Lawrence is reimbursed  reasonable and necessary  expenses incurred on behalf of
the Company.

Market Information

     The Common Stock of the Company is quoted on the OTC  Bulletin  Board under
the symbol  "SURG".  The high and low bid  information  for each quarter for the
years  ending  December  31,  1996,  December  31,  1997,  December 31, 1998 and
December 31, 1999 are as follows:


Quarter                     High Bid        Low Bid      Average Bid
 ----------------------------------------------------------------------
 First Quarter 1996              1/4           3/16          .218
 Second Quarter 1996             3/4           1/8           .445
 Third Quarter 1996              1/4           1/8           .177
 Fourth Quarter 1996             1/4           1/8           .176
 First Quarter 1997              1/4           3/32          .135
 Second Quarter 1997             1/4           3/32          .106
 Third Quarter 1997              3/8           1/8           .183
 Fourth Quarter 1997             9/64          1/8           .132
 First Quarter 1998             29/32          9/64          .215
 Second Quarter 1998           3-1/8          11/16         2.299
 Third Quarter 1998            2-9/64        1-9/64         1.646
 Fourth Quarter 1998            31/32         17/32          .750
 First Quarter 1999             13/16          1/3           .57
 Second Quarter 1999           1-7/8           7/16         1.156
 Third Quarter 1999            2-7/8         1-1/4          2.0625
 Fourth Quarter 1999          1-11/16         13/16         1.196


<PAGE>



     The quotations may reflect  inter-dealer  prices,  without retail  mark-up,
mark-down or commissions and may not reflect actual transactions.

           REPORT ON EXECUTIVE COMPENSATION BY THE STOCK COMPENSATION
                       COMMITTEE OF THE BOARD OF DIRECTORS

     The Stock Compensation  Committee (the "Committee") comprises three members
of the Board of Directors,  each of which is an independent member at this time.
It is the  responsibility  of the  Committee  to review,  recommend  and approve
changes  to the  Company's  compensation  policies  and  benefits  programs,  to
administer  the  Company's  stock  plans,  including  approving  stock awards to
directors,  stock option  grants to executive  officers and certain  other stock
option  grants,  and  to  otherwise  ensure  that  the  Company's   compensation
philosophy  is  consistent  with the  Company's  best  interests and is properly
implemented.

Compensation Philosophy

     The compensation  philosophy of the Company is to (i) provide a competitive
total  compensation  package  that enables the Company to attract and retain key
executive and employee  talent needed to accomplish the Company's goals and (ii)
directly link  compensation to improvements in Company financial and operational
performance  and  increases in  Stockholder  value as measured by the  Company's
stock price.

Compensation Program

     The Company's  compensation  program for all employees  emphasizes variable
compensation,   primarily   through   performance-based   grants  of  long-term,
equity-based  incentives in the form of stock options.  Salaries at all employee
levels  are  generally  targeted  at median  market  levels.  The  Company  also
maintains a cash-based  incentive  program with awards targeted to provide fully
competitive levels of total cash compensation based on the degree of achievement
of Company financial and operational performance measures.

     The  Committee  conducts  ongoing  reviews  of total  compensation  levels,
structure,  and  design  with the  assistance  of  independent  members  who are
consultants to the Board of Directors. The objective of the reviews is to ensure
that  management and key employee  total  compensation  opportunity  links total
compensation to the Company's performance and stock price appreciation and keeps
pace with the Company's competitive trends.

     The Company has actively  managed  compensation  levels to ensure that they
are fully  competitive  and capable of retaining  top  performers  over the long
term.  As a result of the  competitive  reviews and  compensation  actions,  the
Committee  believes  that the base salary,  total cash  compensation,  and stock
appreciation  opportunities for senior management, as well as those of the broad
employee population, are consistent with competitive market levels.


<PAGE>



Base Salaries

     The Committee reviews each senior executive  officer's salary annually.  In
determining  appropriate  salary levels,  the Committee  considers the officer's
impact level, scope of responsibility,  prior experience,  past accomplishments,
and data on prevailing  compensation levels in relevant executive labor markets.
Based on the findings of the most recent  compensation  review, the Committee is
considering base salary increases for certain executive officers to be effective
in fiscal 2000 which, will maintain total cash compensation  levels in line with
competitive levels and with the Company's compensation philosophy.

Stock Options and Awards

     The  Committee  believes  that  granting  stock options on an ongoing basis
provides  officers with a strong  economic  interest in  maximizing  stock price
appreciation  over the longer term.  The Company  believes  that the practice of
granting  stock options is critical to retaining and  recruiting  the key talent
necessary at all employee levels to ensure the Company's continued success.

     Further,  the Committee believes that stock awards to Directors is critical
to recruiting  and  maintaining  qualified  persons to assist the Company in its
continuing development.

     The  Committee  is  responsible  for   administering  the  Company's  stock
programs,  including Director awards, individual stock option grants to officers
and aggregate grants to all plan  participants.  It is the Company's practice to
set option  exercise prices at not less than 100% of the stock fair market value
on the date of grant.  Thus,  the value of the  Stockholders'  investment in the
Company must appreciate  before an optionee  receives any financial benefit from
the option. Options are generally granted for a term of ten years.

     In determining the size of stock option grants, the Committee considers the
officer's  responsibilities,  the expected future contribution of the officer to
the Company's  performance and the number of shares which continue to be subject
to vesting under outstanding  options.  In addition,  the Committee examines the
level of equity  incentives held by each officer relative to the other officers'
equity positions, their tenure,  responsibilities,  experience, and value to the
Company.

     The Committee monitors the Company's  equity-based  compensation program on
an ongoing basis to ensure that Stockholders' resources are used effectively and
in the best interests of the Company.  During the past several fiscal years, the
Committee  has  monitored  the program to ensure that dilution from stock option
plans is managed within levels  consistent with the Company's  staffing  levels,
market value and prevailing levels of option dilution for growth companies. Over
the  past  several  years,  the  Company  has  steadily  reduced  the  level  of
outstanding options as a percentage of Common Stock outstanding.

     The Committee will continue to monitor the Company's  compensation  program
in  order  to  maintain  the  proper  balance  between  cash   compensation  and
equity-based  incentives  and may  consider  further  revisions  in the  future,
although it is expected that  equity-based  compensation  will remain one of the
principal components of compensation.

     The Committee believes that the Company's stock option plans have been very
effective in attracting,  retaining,  and motivating executives and employees of
the  Company  over time and have  proven  to be an  important  component  of the
overall compensation program.


<PAGE>





Policy on Deductibility of Compensation

            Section  162(m) of the U.S.  Internal  Revenue  Code  limits the tax
deductibility  by a company of  compensation in excess of $1 million paid to any
of its five most highly compensated  executive officers.  However,  compensation
which qualifies as "performance-based" is excluded from the $1 million limit if,
among other  requirements,  the  compensation is payable only upon attainment of
pre-established,   objective   performance   goals  under  a  plan  approved  by
Stockholders.  Accordingly,  the  Committee  has  recommended  that an Executive
Incentive  Plan be  considered  for the future,  and, if determined to be in the
best  interest of the Company,  submitted  to the  Company's  Stockholders.  The
Committee  has  also  approved  the  adoption  of the  2000  Stock  Plan and has
recommended  that such plan be submitted to the Company's  Stockholders  so that
the options  granted  under the plan will be qualified as  "performance-  based"
under Section  162(m) and the income  recognized by  participants  upon exercise
will be deductible by the Company.

                                        Very truly yours,


                                        Sam Norton,
                                        Chairman, Stock Compensation Committee

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act"), requires the Company's Directors and officers,  and persons who
own more than ten percent (10%) of a registered  class of the  Company's  equity
securities,  to file with the  Securities  and Exchange  Commission  (the "SEC")
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Directors, officers and greater than
ten percent (10%) holders are required by SEC  regulation to furnish the Company
with copies of all Section 16(a) reports they file.

     To the Company's  knowledge,  except as noted below, based solely on review
of the  copies of the  above-mentioned  reports  furnished  to the  Company  and
written representations regarding all reportable transactions, during the fiscal
year ended December 31, 1998 and for the quarters ended March 31, 1999, June 30,
1999,  September  30, 1999 and  December  31,  1999,  all Section  16(a)  filing
requirements  applicable  to its  Directors  and  officers  and greater than ten
percent (10%) beneficial owners were complied with on time. The Company became a
reporting company subject to Section 16(a) on November 27, 1998.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There are no  transactions  between the  Company  and any of its  officers,
directors, principal shareholders,  employees or consultants which have not been
reported in the Company's  filings with the Securities and Exchange  Commission,
except for the following:

     In May 1999, the Company granted Mr. Lawrence  options to purchase  150,000
shares of the Company's restricted Common Stock under the 1999 ESOP for his work
in developing the Long Term US Surgical  agreement and for his  contributions to
the  development  of OASiS.  At the same time,  the Company  granted  options to
purchase 1,000 shares under the 1999 ESOP to each of two (2)


<PAGE>



persons who assisted Mr.  Lawrence in his efforts.  The options are  exercisable
for a term of ten (10)  years at an  exercise  price of  $1.00  per  share.  The
issuance was made pursuant to Section 4(2) of the Act and Rule 506.

     In June 1999, the Company  granted options to purchase 25,000 shares of the
Company's  restricted  Common  Stock under the 1999 ESOP to each of its five (5)
outside directors, that is Mr. Newmann, Mr. Norton, Dr. Saye, Mr. David Swor and
Mr.  Stuart.  The  options  are  exercisable  for a term of ten (10) years at an
exercise  price of $1.72 per share.  The issuance  was made  pursuant to Section
4(2) of the Act and Rule 506.

     In December  1999,  the Company  granted  three (3)  consultants a total of
12,500  shares,  one person was granted  7,500 shares the  Company's  restricted
Common  Stock for his work with the  Company's  patents,  one person was granted
2,500 shares of restricted  Common Stock for his work on OASiS, and the third, a
nurse at SMH, was granted 2,500 shares of  restricted  Common Stock for her work
on OASiS.  The nurse at SMH  declined,  stating  that  such  grant  would not be
appropriate under SMH policy.  The issuance was made pursuant to Section 4(2) of
the Act and Rule 506.

     In December 1999, the Company  executed the TK Loan  Commitment with TK, as
Agent  and  Lender,  whereby  TK agreed to make  loans to the  Company  of up to
$5,000,000  in  installments  for a  period  commencing  with  the  date  of the
agreement  and ending on  November  30,  2002.  The TK Loan  Commitment  permits
instalments  aggregating $500,000 in any 90-day period. The proceeds of the loan
are to pay agent fees and for working capital  purposes.  The TK Loan Commitment
provides  that the offering has been  conducted  under  Regulation S of the Act.
Under the terms of the TK Loan  Commitment,  each  installment is supported by a
convertible  note and  security  agreement  and the Agent and Lender are granted
warrants  to  purchase  shares  of the  Company's  Common  Stock.  Prior to each
instalment,  the Company is  obligated  to escrow  shares  under the terms of an
escrow agreement. The convertible note bears interest at 8% per annum and may be
prepaid at any time.  The note is convertible at any time at the option of TK at
the  higher of (i) $.375 or (ii) the lower of $.8203 or 75% of the  closing  bid
price  of the  Company's  Common  Stock on the  conversion  date.  The  security
agreement  grants TK a  security  interest  in all of the  Company's  equipment,
inventory,  accounts,  contract rights,  chattel paper and instruments,  and the
proceeds of any of the  collateral.  Both the Lender's and the Agent's  warrants
are  exercisable  at $1.09375  per share,  subject to defined  adjustments.  The
warrants are  exercisable 20% immediately and at the rate of 1% for each $25,000
of principal  borrowed.  The Company was obligated to issue 2,700,000  shares of
its Common  Stock to be held in escrow for the  potential  conversion  under the
notes or exercise of the warrants. TK acts as escrow agent for the shares and is
authorized  to release such shares upon  receipt of a notice of note  conversion
notice or warrant  exercise.  The Company granted TK registration  rights and is
obligated to file a Form S-3 within sixty (60) days of the  agreement.  The Form
S-3  registration  is to cover  20,038,097  shares.  In the event the  Company's
registration  statement is not declared effective within 120 days of a specified
deadline,  the Company is required to pay a penalty equal to 2% of the principal
amount of the loans outstanding plus the total number of warrant  outstanding at
their closing bid price.  Under the terms of the TK Loan Commitment,  an initial
loan of $650,000 was made on December 30, 1999, the Lender was granted a warrant
to  purchase  3,428,571  shares and the Agent was  granted a warrant to purchase
1,142,857 shares. The issuance of the securities was made pursuant to Regulation
S of the Act.

     In December 1999, the Company  granted  options to purchase 2,500 shares of
the Company's restricted Common Stock under the 1999 ESOP to two (2) persons who
assisted the Company in its


<PAGE>



efforts over the year. The options are  exercisable for a term of ten (10) years
at an exercise price of $1.00 per share.  In addition,  at year end, the Company
granted options  exercisable for a term of ten (10) years at a price of $.75 per
share under the 1999 ESOP to key employees and officers as follows:

            Dr. Swor               10,000
            Mr. Clark              10,000
            Mr. Lawrence           10,000
            Mr. Collins            10,000
            Kim Conroy              2,500
            Eric Hill              10,000
            Stacy Quaid             5,000
            Michael Williams       10,000

The  granting of such  options was made  pursuant to Section 4(2) of the Act and
Rule 506.

                              ELECTION OF DIRECTORS
                                    (Item 1)

            The Company's Bylaws provide for a Board of Directors, the number of
which  may be set  from  time to time by  resolution.  The  Board  of  Directors
currently consists of nine (9), all of which are standing for re-election.

            Background  information  appears  below for each of the nominees for
election as Directors.  Although the Company does not anticipate that any of the
persons  named below will be unwilling or unable to stand for  election,  in the
event of such an occurrence, proxies may be voted for a substitute designated by
the Board of Directors.


Name                   Age                   Business Experience
-------                -----                 -------------------------

Dr. G. Michael Swor    42

                    Dr.   Swor  has  served  as   Chairman   of  the  Board  and
                    Medical/Technical Advisor of the Company since its inception
                    in 1992,  served as Treasurer to the Company from June, 1998
                    until  January  31,  2000 and has served as Chief  Executive
                    Officer  sinceFebruary  2000.  Dr. Swor, a board  certified,
                    practicing  physician  with a  specialty  in OB/GYN,  is the
                    founder of Surgical. From 1992 until June 12, 1998, Dr. Swor
                    also served as President and CEO. With a Masters in Business
                    Administration,  Dr. Swor's  duties for the Company  include
                    investor  relations,   corporate   financing,   and  overall
                    corporate policy and management.  He is a clinical assistant
                    professor in the OB/GYN  department  at  University of South
                    Florida.  Dr.  Swor  was the  inventor  of  SutureMate(R)and
                    Prostasert(TM) and the original holder of the patents issued
                    to each of these  products.  Dr. Swor has  written  numerous
                    articles,  published the  "Surgical  Safety  Handbook,"  and
                    given  numerous  lectures  on safety and  efficiency  in the
                    surgical environment.  His professional affiliations include
                    American College of Surgeons, American College of Obstetrics
                    and Gynecology and the Florida Medical


<PAGE>



                    Association. From 1996 until the present, Dr. Swor has acted
                    as  an  independent  consultant  for  Concise  Advise  which
                    provides consulting services related to product development,
                    patent, research,  distribution,  joint venture, mergers and
                    other  business  issues.  From 1994 through  1996,  Dr. Swor
                    oversaw the  operation of WDC.  From 1987  through  1995,Dr.
                    Swor   was   the   managing    partner   of   Women's   Care
                    Specialists/Physicians  Services Inc.  where he oversaw four
                    (4) physicians,  two (2)  practitioners  and a staff of over
                    twenty five (25).  From 1987  through  1992,  Dr. Swor was a
                    partner  and board  member of Women's  Ambulatory  Services,
                    Inc., a diagnostic testing facility. From 1982 through 1985,
                    Dr.  Swor was the  President  of  University  of  Florida at
                    Jacksonville,   Health   Sciences   Center   resident  staff
                    association  with over 200 members.  Dr. Swor received a B.A
                    degree in 1978 from the University of South Florida,  a M.D.
                    degree  from the  University  of South  Florida  College  of
                    Medicine in 1981,  and an M.B.A.  degree from the University
                    of South Florida in 1998. From 1981 through 1985 he received
                    his  training  in  OB/GYN  from the  University  of  Florida
                    Department of  Obstetrics  and  Gynecology in  Jacksonville,
                    Florida.  He has received several special achievement awards
                    including  being honored by the  University of South Florida
                    in  May,  1998  with  the  Alumni  Award  for   Professional
                    Achievement.


Frank M. Clark (1)  67

                    Mr. Clark has served as a Director  since June 1998,  served
                    as CEO and  President  from June,  1998 to January  31, 2000
                    when he retired.  Mr. Clark continues to provide  consulting
                    services to the  Company.  While  President,  Mr.  Clark was
                    responsible for the day to day operations of the Company and
                    was   responsible   for   new   product    development   and
                    manufacturing and manages new business  ventures,  including
                    mergers,  acquisitions,  joint ventures, strategic alliances
                    and licensing/  distribution agreements for the Company. Mr.
                    Clark  also  serves  on the  Board  of  GenSci  Regeneration
                    Sciences, Inc. From 1991 to 1997, Mr. Clark was Chairman and
                    CEO of Corporate Consulting Services Group where his primary
                    activities  were providing  consulting  services to start-up
                    companies, under-performing companies and training people in
                    career transitions. From 1984 to 1991, Mr. Clark was COO and
                    Executive Vice President of Right  Associates,  a consulting
                    firm with  responsibilities  for business  development  with
                    Fortune 100  corporations  for which he acted. He acquired a
                    Los Angeles  based  consulting  firm and became the Managing
                    Principal. From 1981 to 1984, Mr. Clark was a Vice President
                    of National  Medical Care, a subsidiary of W.R. Grace,  Inc.
                    where his innovative marketing leadership helped the


<PAGE>



                    company  recapture a dominant share of the dialysis  market.
                    From 1978 to 1981, Mr. Clark served as President,  Corporate
                    Vice  President and a Director of R.P.  Scherer,  Inc.,  the
                    world's leading  producer of soft gelatin  capsules where he
                    was in charge of  worldwide  businesses.  From 1959 to 1978,
                    Mr.  Clark was  employed by Johnson & Johnson,  Inc.,  first
                    with Ethicon,  Inc.  where he served as a Vice President and
                    Director,  then with Ethnor Medical  Products where he was a
                    Vice President, General Manager and a Director and then with
                    Stimulation  Technology,  where he served as Executive  Vice
                    President and a Director.  From 1956 to 1958,  Mr. Clark was
                    employed by  Federated  Department  stores in the  executive
                    training  program at  Bloomingdales  in New York  City.  Mr.
                    Clark  received  a  certificate  from  Teachers  College  in
                    Connecticut in 1955.


Donald K. Lawrence (1)   37

                    Mr. Lawrence has served as a Director since May 1997, served
                    as Vice President, Sales & Marketing and Secretary from May,
                    1997 to January 31, 2000, served as Executive Vice President
                    from  January,  1998 to January  31,  2000 and has served as
                    President and Chief  Operating  Officer since February 2000.
                    Mr.  Lawrence's  responsibilities  include sales management,
                    market planning,  advertising, and management for Compliance
                    Plus products and acting as the Executive Director of OASiS.
                    His arrival to the Company was  facilitated by the Company's
                    acquisition in 1997 of InterActive PIE Multimedia,  Inc., of
                    which Mr. Lawrence was founder and Chief Executive  Officer.
                    From February 1996 until February 1997, Mr. Lawrence was the
                    CEO of  InterActive  PIE. From December 1991 until  February
                    1996,   Mr.   Lawrence   was   employed  by  Ethicon   Endo-
                    Surgery/Johnson    &   Johnson   as   a    surgical    sales
                    representative.  From July 1989  until  December  1991,  Mr.
                    Lawrence acted as a surgical sales  representative for Davis
                    and  Geck.  Prior to  entering  the area of  medical  device
                    sales,  from February 1985 until July 1989, Mr. Lawrence was
                    an account  executive  with DHL  Worldwide  Express.  During
                    college,   Mr.  Lawrence  was  an  independent   dealer  for
                    Southwestern  Publishing  Co.  Mr  Lawrence  received  a B.S
                    degree  in  Marketing  and   Communications   in  1984  from
                    Appalachian State University.



David Collins(1)    58

                    Mr. Collins has served as a Director since January 1999, has
                    served as the Acting  Chief  Financial  Officer  since March
                    1999  and  has  served  as  Secretary  and  Treasurer  since
                    February   2000.  Mr.   Collins   responsibilities   include
                    overseeing  the  financial  affairs of the Company on a part
                    time basis and he is currently engaged as a consultant to


<PAGE>



                    the Company.  Mr. Collins  devotes such time as is necessary
                    to fulfill his duties to the Company.  During 1997 and 1998,
                    Mr.  Collins  was  Controller  for the Sales  and  Marketing
                    Division for GES  Exposition  Services,  a subsidiary of the
                    NYSE listed Viad Corporation. From 1993 to 1996, Mr. Collins
                    was General Manager and Chief  Financial  Officer of Spectra
                    Services  Corporation.  From 1989 to 1992, Mr. Collins was a
                    Partner and  Consultant  to Quantum  Corporation,  a venture
                    capital  firm.  From  1977 to 1988,  Mr.  Collins  rose from
                    Controller to Vice  President of Finance  (1982) and then to
                    Vice President of Finance and Chief Financial Officer (1984)
                    of R.P.  Scherer  Corporation,  a NYSE listed company.  From
                    1975 to 1977,  Mr. Collins was Vice President and Controller
                    of   Wheelhorse   Products,   a   subsidiary   of   American
                    Motors/Chrysler.  From 1971 to 1975,  Mr.  Collins rose from
                    Controller of the Midwest Dental  Division to Vice President
                    and Controller of the American Hospital Division of American
                    Hospital Supply Corporation  (1974).  From 1969 to 1971, Mr.
                    Collins  was a  Senior  Auditor  and  Consultant  in  Public
                    Accounting  with Deloitte & Touche.  Mr. Collins  received a
                    BSBA from Northwestern University in 1964 and a MBA from the
                    Kellogg   Graduate  School  of  Management  at  Northwestern
                    University in 1967. He became a Certified Public  Accountant
                    in the State of Illinois in 1971.

James D. Stuart     42

                    Mr. Stuart has served as a Director  since 1993.  Mr. Stuart
                    served as  Executive  Vice  President  from 1993 until June,
                    1998 and  initially  acted as the Director of Marketing  and
                    Sales.  During his time as an officer  of the  Company,  Mr.
                    Stuart  was  responsible  for new  product  development  and
                    manufacturing and manages new business  ventures,  including
                    mergers,  acquisitions,  joint ventures, strategic alliances
                    and licensing/distribution  agreements for the Company. From
                    November 1994 until July 1996, Mr. Stuart acted as President
                    and  CEO  of  WDC  and  was  responsible  for  managing  and
                    operating the facility.  From March 1986 until May 1993, Mr.
                    Stuart was  employed by Liquid Air  Corporation,  Buld Gases
                    Division  first as a Business  Manager for South Florida and
                    then as a Program  Manager for Food Freezing.  From February
                    1981 until  February  1986,  Mr.  Stuart was employed by NCR
                    Corporation  in  the  Systemedia  Division  initially  as  a
                    Territory Manager and then as a Senior Account Manager.  Mr.
                    Stuart  received a B.A. degree in marketing in 1980 from the
                    University of South Florida.




<PAGE>


Irwin Newman   51

                    Mr. Newman has served as a Director  since 1993.  Currently,
                    Mr. Newman provides financial advisory services to the Board
                    of  Directors.  From 1993 to the  present,  Mr.  Newman  has
                    served as the President and CEO of Jenex Financial Services,
                    Inc.  ("Jenex").  Mr. Newman is the principal of Jenex.  Mr.
                    Newman is and has been a  practicing  attorney  since  1973.
                    From 1993 to 1998,  Mr. Newman served as Vice  President and
                    General  Counsel  for  Boca  Raton  Capital  Corporation,  a
                    publicly  owned,  NASDAQ listed  investment  holding company
                    where he  completed  an  Initial  Public  Offering  for a $4
                    million  subsidiary,  completed  a  $3.5  million  secondary
                    offering and was  responsible  for  shareholder and investor
                    relations. From 1983 to 1988, Mr. Newman served with the New
                    York Stock  Exchange  firms of Gruntal & Co. and Butcher and
                    Signer,   specializing  in  common  and  preferred   stocks,
                    options,  municipal and corporate  bonds and GNMA's.  During
                    part of this period,  he broadcast a daily television market
                    comments program over the Financial News Network. Mr. Newman
                    received  a B.S.  degree  in  Business  Administration  from
                    Syracuse  University  in 1970  and a J.D.  degree  from  the
                    University of Florida in 1973.

Sam Norton          40

                    Mr.  Norton has  served as a Director  since 1992 and is the
                    Chairman of the Stock  Compensation  Committee.  Mr.  Norton
                    provides  business and legal advisory  services to the Board
                    of  Directors.  Mr.  Norton  is an  attorney  with  the firm
                    Norton,  Gurley,  Hammersley  &  Lopez,  P.A.  in  Sarasota,
                    Florida. Mr. Norton practices primarily in the areas of real
                    estate, banking,  corporate and business transactions and is
                    a Florida Bar board certified real estate specialist, having
                    earned such  certification  in 1991. He has practiced law in
                    Sarasota  since 1985 and is the past  Chairman  of the Joint
                    Committee of the Sarasota Board of Realtors/Sarasota  County
                    Bar  Association.  Mr.  Norton is active in  Sarasota  civic
                    organizations  and currently serves as a member of the Board
                    of Directors of Sarasota Bank. Mr. Norton graduated from the
                    University of Florida in 1981 and earned a J.D.  degree from
                    Stetson  University School of Law in 1984 where he graduated
                    Cum Laude.  While in law  school,  Mr.  Norton was chosen to
                    serve on the Law Review.  He was admitted to the Florida Bar
                    in 1985.

David Swor          67

                    Mr. Swor has served as a Director  since 1992. Mr. Swor, who
                    is  the  father  of Dr.  Swor,  provides  business  advisory
                    services  for the Board of  Directors.  From 1985  until the
                    present, Mr. Swor had been engaged in the real estate


<PAGE>



                    brokerage  business  as the  owner  of Swor,  Inc.  The firm
                    specializes  in the  development  of commercial  real estate
                    properties  along  with  operating  other  related  business
                    interest,  holdings and investment properties.  From 1992 to
                    the  present,  Mr.  Swor has been a member  of the  Board of
                    Directors of SunTrust Bank in Sarasota,  Florida.  From 1974
                    until 1985,  Mr. Swor was a co-owner of the real estate firm
                    of Swor & Santini, Inc. which specialized in commercial real
                    estate and investments. From 1973 until 1975, Mr. Swor was a
                    realtor with Russ Gorgone,  Inc.  From 1971 until 1973,  Mr.
                    Swor was Vice President and co-owner of Carroll Oil Company,
                    which  operated  a  Texaco  distributorship  in Fort  Myers,
                    Florida.  From 1959 until 1971,  Mr. Swor was a salesman for
                    Texaco and from 1958 until 1959, Mr. Swor was in advertising
                    sales for the Orlando  Sentinel  Star.  Mr. Swor  received a
                    B.A.  degree  from the  University  of  Kentucky in 1955 and
                    holds teaching  certificates from the states of Kentucky and
                    Florida.

Dr. William B.Saye (1)  60

                    Dr. Saye has served as Medical  Director of ALTC VirtualLabs
                    since November 1998 and as a Director  since January,  1999.
                    Dr. Saye is the founder,  CEO and Medical  Director of ALTC.
                    ALTC was  started  in 1990.  Dr.  Saye is also the  Clinical
                    Assistant Professor of OB/GYN for Emory University School of
                    Medicine  in  Atlanta,   Georgia.  Dr.  Saye,  with  another
                    pioneering  surgeon,  made medical history when he performed
                    the first laparoscopic  cholecystectomy (removal of the gall
                    bladder) in the United  States.  In the past nine (9) years,
                    Dr. Saye has been  instrumental in training more than 15,000
                    surgeons in various laparoscopic  techniques and spearheaded
                    the  development  of  a  new  minimally   invasive  therapy,
                    laparoscopic Doderlien hysterectomy.  Dr. Saye received a BS
                    from  Georgia  Institute  of  Technology  in 1962 and his MD
                    degree from Tulane  University  Medical  School in 1965. Dr.
                    Saye is board  certified in Obstetrics and Gynecology and in
                    Advance  Operative  Paparoscopy.  Dr.  Saye is the author of
                    numerous articles on laparoscopic surgery and techniques.

Vote

     A  plurality  of the votes cast at the  Meeting is  required  to elect each
nominee as a Director.  Unless  authority to vote for any of the nominees  named
above is withheld,  the shares  represented  by the enclosed proxy will be voted
FOR the election as Directors of such nominees.

     THE BOARD OF DIRECTORS  RECOMMENDS  THE ELECTION OF EACH OF THE ABOVE NAMED
INDIVIDUALS  AS  DIRECTORS  AND PROXIES  SOLICITED BY THE BOARD WILL BE VOTED IN
FAVOR OF SUCH ELECTIONS.




<PAGE>


        AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION, AS AMENDED,
           TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
                                    (Item 2)

     The Company's  Articles of  Incorporation,  as amended (the "Certificate of
Incorporation"),  authorizes the issuance of 20,000,000  shares of Common Stock,
$.001 par value,  and Preferred  Stock, the aggregate number of which, the class
or series of classes, whether a class is with or without par value, the relative
rights and preferences and the  limitations,  if any, of which are determined by
the Board of  Directors.  As of February 7, 2000,  the Board of Directors of the
Company  approved an amendment to the Certificate of  Incorporation  to increase
the authorized  number of shares of Common Stock from  20,000,000 to 100,000,000
and to submit the proposed amendment to the Stockholders at this Meeting.

Purpose and Effect of the Amendment

The  general  purpose  and effect of the  proposed  amendment  to the  Company's
Certificate of Incorporation will be to authorize  80,000,000  additional shares
of Common Stock. The Board of Directors  believes that it is prudent to have the
additional  shares of Common Stock  available  for general  corporate  purposes,
including payment of stock dividends,  stock splits or other  recapitalizations,
acquisitions,  equity  financings,  grants  of  stock  options  and  to  satisfy
obligations  relative to  financing  made  available  to the Company in December
1999.

            Although  the Board of  Directors  has not decided to effect a stock
split,  the Board wants to maintain  the  ability to effect a stock  split.  The
Company  has never  split its  stock,  but would  like the  ability to make such
decision  if it  believes  that it  will  improve  the  liquidity  afforded  its
Stockholders  or if it believes that it will allow the the  Company's  shares to
become more attractive to individual  investors when it is possible to acquire a
larger  number  of  them  for  the  same  total  dollar  amount.  Prior  to such
determination,  the  Board of  Directors  will  consider  a number  of  factors,
including  general market  conditions,  in deciding  whether or when to effect a
stock split,  and any of these factors  could cause the Board to decide  against
effecting a stock split at any particular  time. The Company has determined that
securing  Stockholder  approval of 80,000,000  additional  authorized  shares of
Common  Stock would be  appropriate  in order to provide  the  Company  with the
flexibility   to  consider  a  combination   of  possible   actions,   including
acquisitions  or stock  splits,  that might  require the issuance of  additional
shares of Common Stock.

            The Company  currently has  20,000,000  authorized  shares of Common
Stock. As of December 31, 1999, the Company had approximately  14,515,373 shares
issued and  outstanding and of the remaining  5,484,627  authorized but unissued
shares, the Company  negotiated  convertible debt and a commitment to lend up to
$5,000,000  to the  Company  under  terms  which  require the Company to reserve
shares in connection  with the possible  conversion of such debt and to register
initially 20,038,097 shares. Such commitment to register requires the Company to
amend its Articles of Incorporation in any event. In addition, 10,000,000 shares
are reserved pursuant to the Company's option plans.

            Except in connection with the reserved shares described above or the
anticipated reserve for the contemplated convertible debt, the Company currently
has no arrangements or  understandings  for the issuance of additional shares of
Common Stock,  although  opportunities  for acquisitions  and equity  financings
could arise at any time.  If the Board of  Directors  deems it to be in the best
interests  of the Company and the  Stockholders  to issue  additional  shares of
Common  Stock in the  future,  the Board of  Directors  generally  will not seek
further authorization by vote of the Stockholders,  unless such authorization is
otherwise required by law or regulations.

            The  increase  in the  authorized  number of shares of Common  Stock
could have an anti-takeover  effect. If the Company's Board of Directors desired
to issue additional shares in the future,  such issuance could dilute the voting
power of a person seeking control of the Company, thereby deterring or rendering
more  difficult  a merger,  tender  offer,  proxy  contest  or an  extraordinary
corporate transaction opposed by the Company.




<PAGE>



Vote

            The  affirmative  vote of a majority  of the  outstanding  shares of
Common  Stock  entitled to vote at the  Meeting  will be required to approve the
amendment to the Company's Certificate of Incorporation increasing the number of
authorized shares of Common Stock from 20,000,000 to 100,000,000.

            THE BOARD OF DIRECTORS  RECOMMENDS  THE APPROVAL OF THE AMENDMENT TO
THE COMPANY'S  CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF
COMMON STOCK FROM 20,000,000 to 100,000,000,  AND PROXIES SOLICITED BY THE BOARD
WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER  HAS INDICATED  OTHERWISE ON
THE PROXY.

                    APPROVAL OF THE COMPANY'S 2000 STOCK PLAN
                                    (Item 3)

General

            The Company's  Stockholders  are being asked to approve the adoption
of the Company's 2000 Stock Plan (the "2000 Plan"). The 2000 Plan will supercede
the  Company's  existing  stock option plans under which option grants have been
made to officers,  directors,  employees and consultants of the Company.  All of
the Company's officers, directors, employees and select consultants are eligible
to participate in the 2000 Plan. The 2000 Plan will become effective immediately
upon such  Stockholder  approval.  It is  anticipated  that,  if approved by the
Stockholders,  the  2000  Plan  will be used  in  lieu  of the all  other  plans
previously  adopted by the  Company.  The 2000 Plan is similar to the  Company's
1999 Revised ESOP.

            The 2000 Plan will be funded  initially  with  10,000,000  shares of
Common Stock reserved for issuance  under the plan. The Company has  experienced
the need, on occasion, to make grants of options to purchase restricted stock in
connection with the hiring of officers and anticipates encountering such need in
the future.  Including stock options in the 2000 Plan will enable the Company to
use awards of options in those  instances the Company  determines it appropriate
and necessary in connection with the hiring or retention of selected employees.

            Further,  the Company  believes that to attract and maintain quality
persons to act as  Directors,  it should  have a  mechanism  to grant  awards of
restricted stock and/or options to purchase restricted stock when a new Director
first joins the Board and  annually  upon  reelection.  Including  stock  awards
and/or options to purchase  restricted  stock to Directors in the 2000 Plan will
enable the  Company to use awards and  options in those  instances  the  Company
determines it  appropriate  and necessary in connection  with the attracting and
maintaining Directors.

            The Company's growth during recent years have generated  substantial
need for  meaningful  option  grants to attract  and retain  talented  employees
critical to the Company's  ongoing  growth and success.  In order to continue to
attract  and retain key  talent,  the  Company  must  offer  market  competitive
long-term  compensation  opportunities.  Stock options,  because of their upside
potential  and vesting  requirements,  are a key  component  in  recruiting  and
retaining these employees.

            The  Company's  Board of  Directors  believes  that the stock option
plans have been very


<PAGE>



effective  for  these  purposes  over time and have  proven  to be an  important
component of the Company's overall compensation strategy for all employees.  The
Company is committed to broad- based  participation  in the stock option program
by employees  at all levels.  Under the stock  options  program,  all  full-time
employees are eligible for and most key employees  receive option grants at hire
and annually  thereafter,  in accordance with a performance  assessment process.
During  fiscal  year 1998,  non-officer  employees  received  15.4% of the stock
options granted and in fiscal year 1999, non- officer  employees  received 35.1%
of the stock  options  granted.  The  Company  believes  that the  stock  option
program,  with its emphasis on highly  competitive  performance-based  grants to
nearly all employees,  is important in order to maintain the Company's  culture,
employee motivation, and continued success.

            The Stock  Compensation  Committee  of the Board of  Directors  (the
"Committee") monitors the Company's stock programs on an ongoing basis to ensure
that stock options and other stock awards are used  effectively  and in the best
interests of the Company and its Stockholders.

            During the past fiscal year, the Committee has revised and monitored
the program to ensure that  dilution  from stock option plans is managed  within
levels consistent with the Company's staffing levels and market value and taking
into account market and industry  analysis.  By carefully  managing  Stockholder
resources,  the  Company  seeks to  continue  providing  stock-price  growth  to
Stockholders and meaningful performance-based compensation opportunities for its
employee population.

            The  Company is  seeking  Stockholder  approval  of the 2000 Plan in
order for option  grants  under the 2000 Plan to qualify as  "performance-based"
compensation  under Section 162(m) of the Internal Revenue Code and to allow for
non-qualified  awards of restricted  stock to  Directors.  The 2000 Plan will be
funded initially with 10,000,000 shares reserved for issuance under the plan.

            Pursuant  to the  Company's  ESOP  adopted in 1994,  the Company has
granted  options to purchase  4,166,316  shares of the  Company's  Common  Stock
representing proceeds on exercise of $1,320,000, 708,329 shares of the Company's
Common  Stock  representing  proceeds on  exercise  of  $708,329  under the 1998
Revised ESOP (without regard to the additional  options to Dr. Saye which accrue
at the rate of 8,333 per month after  December 31,  1999) and 345,000  shares of
the Company's Common Stock  representing  proceeds on exercise of $435,000 under
the 1999 Revised ESOP to date.

            Pursuant  to the  Company's  CSOP  adopted in 1994,  the Company has
granted  options  to  purchase  346,115  shares of the  Company's  Common  Stock
representing proceeds of $110,700 to the Company under the 1994 CSOP, options to
purchase 129,000 shares of the Company's Common Stock  representing  proceeds of
$114,500 to the Company  under the 1998 Revised  CSOP and 312,500  shares of the
Company's Common Stock representing  proceeds of $312,500 under the 1999 Revised
ESOP to date.

            The  following  is a summary of the  principal  features of the 2000
Plan.

Material Features of the 2000 Plan

            The  purpose of the 2000 Plan is to  attract,  retain  and  motivate
employees, directors, officers and consultants through the issuance of awards to
Directors  and options to purchase  Common Stock of the Company and to encourage
ownership of Common Stock by most employees,  directors and certain  consultants
of the Company. The 2000 Plan will be administered by the Stock Compensation


<PAGE>



Committee of the Board of Directors (the "Committee"). Subject to the provisions
of the 2000 Plan,  the  Committee  determines  the  persons  to whom  awards and
options  will be  granted,  the  number of shares to be covered by each award or
option  and the  terms and  conditions  upon  which an  awards or option  may be
granted.

            All  employees,  directors  and  consultants  of the Company and its
affiliates  (as  defined  in  the  2000  Plan,  "Affiliates")  are  eligible  to
participate in the 2000 Plan, although the Company has discretion in identifying
those people who actually receive grants.

            Options  granted  under  the 2000  Plan may be  either  (i)  options
intended  to qualify as  "incentive  stock  options"  under  Section  422 of the
Internal  Revenue Code of 1986, as amended (the "Code"),  or (ii)  non-qualified
stock options.  Other than certain minimum  requirements  described  below,  the
Committee has the discretion to fix the terms of options  granted under the 2000
Plan. Incentive stock options may be granted under the 2000 Plan to employees of
the Company and its Affiliates.  Non- qualified stock options may be granted, in
the Company's discretion, to consultants, directors and employees of the Company
and its Affiliates.

            Directors  of the  Company may receive  non-qualified  stock  awards
and/or  options  as the  sole  form of  compensation  for  their  services  (not
including  reimbursement  of  expenses).  The 2000 Plan  provides for an initial
grant to each  Director,  upon first being  elected or appointed to the Board of
Directors,  awards of 25,000  shares of Common Stock and/or  options to purchase
25,000 shares of Common Stock (or such higher number of awards and/or options as
determined by the Committee for recruitment  purposes) if the Stock Compensation
Committee or the Board  decides to make the award.  The 2000 Plan also  provides
for an annual grant on the date following the annual meeting of  Stockholders of
the Company of each year, after giving effect to the election of any director or
directors at such annual  meeting of  Stockholders,  to each  Director  (who has
served for at least six months as a  director)  of an award of 25,000  shares of
Common  Stock  and/or  option to purchase  25,000  shares of Common Stock if the
Stock Compensation Committee or the Board decides to make the award.

            All  options  granted  under the 2000 Plan will (i) have an exercise
price equal to the fair market value of the Common Stock on the grant date, (ii)
have a term of ten years, and (iii) be immediately  exercisable  (subject to the
rules under Section 16 of the Exchange Act).

            Incentive and  non-qualified  stock  options  granted under the 2000
Plan may not be granted  with an exercise  price less than the fair market value
of the Common  Stock on the date of grant (or 110% of fair  market  value in the
case of incentive stock options  granted to participants  holding 10% or more of
the voting stock of the  Company).  Stock  options  granted  under the 2000 Plan
expire  not more  than ten years  from the date of grant,  or not more than five
years from the date of grant in the case of incentive stock options granted to a
participant  holding  more  than 10% of the  voting  stock of the  Company.  The
aggregate fair market value (determined at the time of grant) of shares issuable
pursuant to incentive  stock  options which become  exercisable  in any calendar
year under any incentive stock option plan of the Company by an employee may not
exceed $100,000. An option granted under the 2000 Plan is not transferable by an
optionholder  except by (i) will or by the laws of descent and  distribution  or
(ii) as determined by the  Committee and set forth in the Option  Agreement.  An
option is exercisable  only by the  optionholder  or one who receives the option
pursuant to a permitted transfer.




<PAGE>



          An incentive stock option granted under the 2000 Plan may be exercised
after the termination of the  optionholder's  employment with the Company (other
than by reason of death,  disability or termination  for cause as defined in the
2000 Plan) to the extent exercisable on the date of such termination,  for up to
thirty (30) days following such termination,  provided that such incentive stock
option  has  not  expired  on  the  date  of  such  exercise.  In  granting  any
non-qualified  stock option,  the Committee may specify that such  non-qualified
stock option shall be subject to such termination or cancellation  provisions as
the  Committee  may  specify.  In the  event  of death or  permanent  and  total
disability  while an optionholder is employed by the Company or within three (3)
months of termination of employment,  incentive stock options and  non-qualified
stock  options  may be  exercised,  to the  extent  exercisable  on the  date of
termination  of  employment  (as  calculated   under  the  2000  Plan),  by  the
optionholder or the optionholder's survivors at any time prior to the earlier of
the  option's  specified  expiration  date  or one  year  from  the  date of the
optionholder's  termination of employment (all as more specifically  provided in
the 2000 Plan). In the event of retirement, the optionee has ninety (90) days in
which  to  exercise  and all  rights  to  exercise  terminate  in the  event  of
termination for cause.

            If the shares of Common  Stock are  subdivided  or  combined  into a
greater  or  smaller  number of shares or if the  Company  issues  any shares of
Common Stock as a stock dividend on its outstanding  Common Stock, the number of
shares of Common Stock  deliverable  upon surrender of awarded stock or upon the
exercise  of  an  option  or  award   granted  under  the  2000  Plan  shall  be
appropriately   increased  or   decreased   proportionately,   and   appropriate
adjustments  shall be made in the  purchase  price  per  share to  reflect  such
subdivision, combination or stock dividend.

            The  Stockholders  of the Company may amend the 2000 Plan.  The 2000
Plan may also be amended by the Board of  Directors or the  Committee,  provided
that any amendment  approved by the Board of Directors or the Committee which is
of a scope that the Committee determines requires Stockholder approval, shall be
subject  to  obtaining  such  Stockholder  approval.  The  Committee  may  amend
outstanding  option  agreements  and  terms  of an award of stock as long as the
amendment is not  materially  adverse to the  participant.  Amendments  that are
materially  adverse to the  participant can be effected only with the consent of
the participant.

            The  Committee  has not made any awards or granted any options under
the  2000  Plan.  The  maximum  number  of  options  that can be  granted  to an
individual in any fiscal year of the Company may not exceed $100,000.

Federal Income Tax Considerations

            The following is a description  of certain U.S.  Federal  income tax
consequences of the issuance and exercise of options under the 2000 Plan:

            Incentive Stock Options.  An incentive stock option ("ISO") does not
result in taxable  income to the  optionee or a deduction  to the Company at the
time it is granted or exercised,  provided that the optionee does not dispose of
any acquired  ISO shares  within two years after the date the ISO was granted or
within one (1) year after he  acquires  the shares (the "ISO  holding  period").
However,  the difference  between the fair market value of the stock on the date
he exercises the option (and  acquires the stock) and the option price  therefor
will be an item of tax preference  includible in  "alternative  minimum  taxable
income." Upon  disposition  of the stock after the expiration of the ISO holding
period,  the optionee will  generally  recognize  long term capital gain or loss
based on the difference  between the  disposition  proceeds and the option price
paid for the stock.  If the stock is disposed of prior to the  expiration of the
ISO holding period, the optionee generally will recognize ordinary


<PAGE>



income, and the Company will have a corresponding  deduction, in the year of the
disposition  equal to the  excess of the fair  market  value of the stock on the
date of  exercise of the option over the option  price.  If the amount  realized
upon such a disqualifying  disposition is less than the fair market value of the
stock on the date of exercise,  the amount of ordinary income will be limited to
the excess of the amount  realized  over the  optionee's  adjusted  basis in the
stock.

     Non-Qualified Stock Options. The grant of a non-qualified stock option will
not result in taxable  income to the optionee or deduction to the Company at the
time of grant.  When the  Optionee  exercises  his or her option to purchase the
stock,  the  amount of the  excess of the then fair  market  value of the shares
acquired over the option price is treated as  supplemental  compensation  and is
taxable  as  ordinary  income.  The  Company  is  entitled  to  a  corresponding
deduction.

     Awards of Stock to Directors.  The grant of an award of stock to a Director
will result in taxable income to the recipient and a deduction to the Company at
the time of grant.

     Deductibility of Compensation.  If the Stockholders  approve the 2000 Plan,
options granted under this Plan will qualify as "performance-based" compensation
under Section 162(m) of the Internal Revenue Code, so as to allow the Company to
take corresponding deductions for all supplemental income that Optionees realize
upon the exercise of their stock  options.  Awards of stock granted to Directors
under the 1999 Plan will not qualify as "performance  based"  compensation under
Section 162(m) of the Internal  Revenue Code,  Directors should not be deemed to
be"covered  employees,"  as such  term is  defined  under  Section  162(m),  and
therefore the Company  should be able to deduct  related  expenses to the extent
such expenses exceed $1,000,000 in any year.  Reference is made to the Report of
the  Stock  Compensation   Committee,   under   "Deductibility  of  Compensation
Expenses," above.

Approval

     The  affirmative  vote of a majority  of the votes  cast at the  Meeting is
required to approve the 2000 Plan.

     THE BOARD OF DIRECTORS  RECOMMENDS  APPROVAL OF THE 2000 PLAN,  AND PROXIES
SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH PLAN UNLESS A  STOCKHOLDER
HAS INDICATED OTHERWISE ON THE PROXY.

                 RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
                                    (Item 4)

     The Board of  Directors  has  appointed  Kerkering,  Barbario & Co.,  P.A.,
independent public accountants, to audit the financial statements of the Company
for the fiscal  year ending  December  31,  2000.  The Board  proposes  that the
Stockholders  ratify  this  appointment.  Kerkering,  Barbario & Co.,  P.A.  has
audited the Company's financial  statements since 1994. The Company expects that
representatives  of  Kerkering,  Barbario  & Co.,  P.A.  will be  present at the
Meeting, with the opportunity to make a statement if they so desire, and will be
available to respond to appropriate questions.

     In the event that ratification of the appointment of Kerkering,  Barbario &
Co., P.A. as the independent  public accountants for the Company is not obtained
at the Meeting, the Board of Directors will reconsider its appointment.


<PAGE>



Ratification

     The  affirmative  vote of a majority  of the votes  cast at the  Meeting is
required to ratify the appointment of the independent public accountants.

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE RATIFICATION OF THE
APPOINTMENT  OF INDEPENDENT  PUBLIC  ACCOUNTANTS,  AND PROXIES  SOLICITED BY THE
BOARD  WILL BE  VOTED IN  FAVOR  THEREOF  UNLESS  A  STOCKHOLDER  HAS  INDICATED
OTHERWISE ON THE PROXY.

                                  OTHER MATTERS

     The Board of Directors  knows of no other  business which will be presented
to the Meeting. If any other business is properly brought before the Meeting, it
is intended that proxies in the enclosed  form will be voted in respect  thereof
in accordance with the judgment of the persons voting the proxies.

                              STOCKHOLDER PROPOSALS

     To be considered for inclusion in the Company's proxy statement relating to
the 2001 Annual Meeting of Stockholders,  Stockholder proposals must be received
no later than October 1, 2000. To be considered for  presentation  at the Annual
Meeting,  although  not  included  in the  proxy  statement,  proposals  must be
received no later than November 1, 2000,  nor earlier than October 1, 2000.  All
Stockholder proposals should be marked for the attention of Corporate Secretary,
Surgical Safety Products, Inc., 2018 Oak Terrace, Sarasota, Florida 34231.

     WHETHER OR NOT YOU INTEND TO BE  PRESENT AT THE  MEETING,  YOU ARE URGED TO
FILL OUT, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE.

                                        By order of the Board of Directors:


                                        David Collins
                                        Corporate Secretary

Sarasota, Florida
February 7, 2000


<PAGE>



                         SURGICAL SAFETY PRODUCTS, INC.

        THIS PROXY IS BEING SOLICITED BY SURGICAL SAFETY PRODUCTS, INC.'S
                               BOARD OF DIRECTORS

            The undersigned, revoking previous proxies relating to these shares,
hereby acknowledges  receipt of the Notice and Proxy Statement dated February 7,
2000 in  connection  with  the  Annual  Meeting  to be held at  Surgical  Safety
Products  Inc. on February  28, 2000 at 10:00 AM,  located at 2018 Oak  Terrace,
Sarasota,  Florida 34231 and hereby  appoints Dr. Michael Swor,  Frank Clark and
Donald  K.  Lawrence  and  each of them  (with  full  power to act  alone),  the
attorneys and proxies of the undersigned, with power of substitution to each, to
vote all shares of the Common Stock of Surgical Safety Products, Inc. registered
in the name  provided  herein which the  undersigned  is entitled to vote at the
2000 Annual Meeting of  Stockholders,  and at any  adjournment  or  adjournments
thereof,  with all the powers the undersigned would have if personally  present.
Without limiting the general  authorization  hereby given, said proxies are, and
each of them is, instructed to vote or act as follows on the proposals set forth
in said Proxy.

            This  Proxy  when  executed  will be  voted in the  manner  directed
herein.  If no  direction  is made  this  Proxy  will be  voted  FOR each of the
proposals  set forth on the reverse  side.  With  respect to the  tabulation  of
proxies  for  purposes  of the  proposal  to amend  the  Company's  Articles  of
Incorporation  to increase  the  authorized  number of shares,  abstentions  and
broker non-votes are treated as votes against the proposal.

            In their  discretion  the proxies are  authorized  to vote upon such
other  matters  as may  properly  come  before the  meeting or any  adjournments
thereof.

            SEE REVERSE  SIDE FOR ALL OF THE  PROPOSALS.  If you wish to vote in
accordance  with  the  Board of  Directors'  recommendations,  just  sign on the
reverse side. You need not mark any boxes.


                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE

                               [SEE REVERSE SIDE]



<PAGE>


[x] Please mark
    votes as in
    this example.

The Board of Directors recommends a vote FOR Proposals 1-4.

o           Election of Nine  (9)Directors  (or if any nominee is not  available
            for  election,  such  substitute  as  the  Board  of  Directors  may
            designate).

Nominees:               G. Michael Swor, Frank M. Clark, Donald K.
                        Lawrence, James D. Stuart, Irwin Newman, Sam Norton,
                        David Swor, Dr. William Saye and David Collins.

FOR [  ]            [  ] WITHHELD
ALL                 FROM ALL
NOMINEES            NOMINEES

[  ] -----------------------------
     For all nominees except as noted above

                                            FOR        AGAINST    ABSTAIN

o   Amendment of Articles                   [ ]         [ ]         [ ]
    of Incorporation to increase
    the number of authorized shares.

o   Approval of the Company's 2000          [ ]         [ ]         [ ]
    Stock Plan.

o   Proposal to ratify the appointment of   [ ]         [ ]         [ ]
    Kerkering, Barbario & Co., P.A.as the
    Company's independent public accountants
    for the fiscal year ending December 31, 2000.

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournments thereof.

          MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

     Please sign exactly as name(s)  appears  hereon.  Joint owners  should each
     sign.  When  signing  as  attorney,  executor,  administrator,  trustee  or
     guardian, please give full title as such.




Signature:______________________   Date______     Signature:____________________

Date_______