EXHIBIT 10.42

                         SURGICAL SAFETY PRODUCTS, INC.
                        2000 STOCK OPTION AND AWARDS PLAN


1. GRANT OF OPTIONS;  GENERALLY.  In accordance with the provisions  hereinafter
set  forth  in this  stock  option  and  awards  plan,  the name of which is the
SURGICAL  SAFETY  PRODUCTS 2000 STOCK OPTION AND AWARDS PLAN (the  "Plan"),  the
Board of Directors (the "Board") or, a committee  designated by the Board as the
stock compensation  committee (the "Stock  Compensation  Committee") of Surgical
Safety Products,  Inc. (the  "Corporation")  is hereby  authorized to issue from
time to time on the Corporation's behalf to any one or more Eligible Persons, as
hereinafter  defined,  options to acquire shares of the Corporation's  $.001 par
value  per  share  common  stock  (the  "Stock")  or  awards  of  shares  of the
Corporation's Stock..

2. TYPE OF OPTIONS AND AWARDS. The Board or the Stock Compensation  Committee is
authorized to issue non-qualified  awards ("Award" or "Awards")and options which
meet the  requirements  of Section 422 of the Internal  Revenue Code of 1986, as
amended  (the  "Code"),  which  options and awards are  hereinafter  referred to
collectively  as  ISO's,  or  singularly  as an  ISO.  The  Board  or the  Stock
Compensation  Committee is also, in its discretion,  authorized to issue options
and  Awards  which are not ISO's,  which  options  and  Awards  are  hereinafter
referred to  collectively  as NSO's,  or  singularly as an NSO. The Board or the
Stock  Compensation  Committee is also  authorized to issue "Reload  Options" in
accordance with Paragraph 10 herein,  which options are hereinafter  referred to
collectively as Reload Options,  or singularly as a Reload Option.  Except where
the context  indicates to the  contrary,  the term  "Option" or "Options"  means
ISO's, NSO's and Reload Options.

3.  AMOUNT  OF STOCK.  The  aggregate  number  of  shares of Stock  which may be
purchased  pursuant to the exercise of Options or awarded hereunder shall be Ten
Million (10,000,000) shares. Of this amount, the Board or the Stock Compensation
Committee shall have the power and authority to designate whether any Options so
issued shall be ISO's or NSO's,  subject to the  restrictions on ISO's contained
elsewhere  herein.  If an Option ceases to be exercisable,  in whole or in part,
the shares of Stock  underlying such Option shall continue to be available under
this Plan.  Further,  if shares of Stock are  delivered  to the  Corporation  as
payment for shares of Stock purchased by the exercise of an Option granted under
this Plan,  such shares of Stock  shall also be  available  under this Plan.  If
there  is any  change  in the  number  of  shares  of Stock  on  account  of the
declaration of stock dividends,  recapitalization  resulting in stock split-ups,
or  combinations  or exchanges of shares of Stock,  or otherwise,  the number of
shares of Stock  available  for Awards or purchase upon the exercise of Options,
the shares of Stock subject to any Award or Option and the exercise price of any
outstanding  Option  shall be  appropriately  adjusted by the Board or the Stock
Compensation Committee. The Board or the Stock Compensation Committee shall give
notice of any  adjustments  to each Eligible  Person  granted an Option or Award
under this Plan,  and such  adjustments  shall be  effective  and binding on all
Eligible Persons. If because of one or more  recapitalizations,  reorganizations
or other corporate  events,  the holders of outstanding  Stock receive something
other than shares of Stock then,  upon exercise of an Option or surrender of the
awarded Stock, the Eligible Person will receive what the holder would have owned
if the holder had surrendered  awarded Stock or exercised the Option immediately
before the first such  corporate  event and not  disposed of anything the holder
received as a result of the corporate event.





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4. ELIGIBLE PERSONS.


            (A) With respect to ISO's,  an Eligible  Person means any individual
who  has  been  employed  by  the  Corporation  or  by  any  subsidiary  of  the
Corporation, for a continuous period of at least sixty (60) days.

            (B)         With respect to NSO's, an Eligible Person means

               (i) any individual who has been employed by the Corporation or by
          any subsidiary of the Corporation, for a continuous period of at least
          sixty (60) days,

               (ii) any  employee  under a staff  leasing  agreement  under  the
          control of the Corporation,

               (Iii)  director  of  the  Corporation  or any  subsidiary  of the
          Corporation or

               (iv)  any  consultant  or  advisor  of  the  Corporation  or  any
          subsidiary of the Corporation.

            (C) With respect to Awards, an Eligible Person means any director of
the Corporation or any subsidiary of the Corporation.

5. GRANT OF OPTIONS AND AWARDS.  The Board or the Stock  Compensation  Committee
has the  right to issue  the  Options  and  Awards  established  by this Plan to
Eligible Persons. The Board or the Stock Compensation Committee shall follow the
procedures  prescribed  for it  elsewhere  in this  Plan.  A grant of Options or
Awards shall be set forth in a writing signed on behalf of the Corporation or by
a majority of the members of the Stock Compensation Committee. In the case of an
Option, the writing shall identify whether the Option being granted is an ISO or
an NSO and shall set forth the terms which govern the Option. The terms shall be
determined by the Board or the Stock  Compensation  Committee,  and may include,
among other terms,  the number of shares of Stock that may be acquired  pursuant
to the exercise of the Options,  when the Options may be  exercised,  the period
for which the Option is granted and including the expiration date, the effect on
the Options if the Eligible Person terminates  employment,  whether the Eligible
Person  may  deliver  shares  of  Stock  to pay for the  shares  of  Stock to be
purchased by the exercise of the Option and any vesting provisions applicable to
the options.  However,  in the case of both Awards and Options, no term shall be
set forth in the  writing  which is  inconsistent  with any of the terms of this
Plan. The terms of an Award or Option  granted to an Eligible  Person may differ
from the terms of an Award or Option granted to another Eligible Person, and may
differ from the terms of an earlier Award or Option granted to the same Eligible
Person, including terms relative to change of control.

6.  AWARD  AND  OPTION  PRICES.  An Award or Option  price  per  share  shall be
determined  by the Board or the  Stock  Compensation  Committee  at the time any
Award or Option is granted, and shall be not less than

            (A) except in the case of an ISO granted to a ten percent or greater
shareholder, the fair market value,

            (B) in the case of an ISO granted to a ten percent or greater stock-
holder, 110% of the fair market value,

            (C) in the  case of an NSO,  not less  than  75% of the fair  market
value  (but in no event  less  than the par  value) of one share of Stock on the
date the Option is granted, as determined by the Board or the Stock Compensation
Committee.

            (D) In  the  case of an Award,  not less than 75% of the fair market
value  (but in no event  less  than the par  value) of one share of Stock on the
date the Award is granted,  as determined by the Board or the Stock Compensation
Committee.



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            (E) Fair market value as used herein shall be not less than:

               (i) If  shares  of  Stock  shall  be  traded  on an  exchange  or
          over-the-counter  market,  the mean  between  the  high and low  sales
          prices of Stock on such exchange or  over-the-counter  market on which
          such  shares  shall be  traded  or  quoted  on that  date,  or if such
          exchange or  over-the-counter  market is closed or if no shares  shall
          have  traded or quoted on such  date,  on the last  preceding  date on
          which such shares shall have traded or quoted.

               (ii) If shares of Stock  shall  not be traded on an  exchange  or
          quoted on an  over-the-counter  market,  the value as  determined by a
          recognized   appraiser   as   selected  by  the  Board  or  the  Stock
          Compensation Committee.

7.  PURCHASE OF SHARES ON EXERCISE OF OPTIONS.  An Option  shall be exercised by
the  tender to the  Corporation  of the full  purchase  price of the Stock  with
respect to which the Option is exercised and written notice of the exercise. The
purchase price of the Stock shall be in United States  dollars,  payable in cash
or by check,  or in property or Corporation  stock, if so permitted by the Board
or the Stock Compensation Committee in accordance with the discretion granted in
Paragraph 5 hereof, having a value equal to such purchase price. The Corporation
shall not be required to issue or deliver any  certificates  for shares of Stock
awarded or purchased upon the exercise of an Option prior to

            (A) if requested by the Corporation, the filing with the Corporation
by the Eligible  Person of a  representation  in writing that it is the Eligible
Person's  then  present  intention  to acquire  the Stock  being  purchased  for
investment and not for resale, and/or

            (B) the completion of any  registration  or other  qualification  of
such shares under any government  regulatory body,  which the Corporation  shall
determine to be necessary or advisable.

8. GRANT OF AWARDS AND OPTIONS.

            (A) The Board may grant each employee or non-employee Director, upon
first being appointed or elected to the Board of Directors, Twenty Five Thousand
(25,000)  shares of Stock  and/or  Options  to  purchase  Twenty  Five  Thousand
(25,000)  shares of Stock (or such  higher  number of shares  and/or  Options to
purchase shares as determined by the Board or Stock  Compensation  Committee for
recruitment  purposes),   which  Options  to  purchase  shares  shall  be  NSO's
regardless of the employment status of the Director of the Company.

            (B) Following the annual meeting of the Stockholders  each year, the
Board may grant  each  employee  or  non-employee  Director,  upon  first  being
appointed or elected to the Board of Directors,  Twenty Five  Thousand  (25,000)
shares of Stock and/or Options to purchase Twenty Five Thousand  (25,000) shares
of Stock,  which  Options to purchase  shares shall be NSO's  regardless  of the
employment status of the Director of the Company.

9. $100,000 PER YEAR LIMITATION.

            (A) In general.  To the extent that the aggregate  fair market value
of Stock  with  respect  to  which  ISO's  (determined  without  regard  to this
subsection)  are  exercisable  for the first time by any  individual  during any
calendar year (under all plans of the  Corporation and its parent and subsidiary
corporations)  exceeds $100,000,  such options shall be treated as options which
are not ISO's.


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            (B) Ordering Rule. Subparagraph (A) of this section shall be applied
by taking options into account in the order in which they were granted.

            (C) Determination of fair market value. For purposes of subparagraph
(A) of this  section,  the fair market value of any Stock shall be determined as
of the time the option with respect to such Stock is granted.

10. GRANT OF RELOAD OPTIONS. In granting an Option under this Plan, the Board or
the Stock Compensation  Committee may include a Reload Option provision therein,
subject to the  provisions  set forth in Paragraphs  22 and 23 herein.  A Reload
Option provision provides that if the Eligible Person pays the exercise price of
shares of Stock to be purchased by the exercise of an ISO, NSO or another Reload
Option (the "Original  Option") by delivering to the Corporation shares of Stock
already  owned by the  Eligible  Person (the  "Tendered  Shares"),  the Eligible
Person  shall  receive a Reload  Option  which shall be a new Option to purchase
shares of Stock equal in number to the tendered shares.  The terms of any Reload
Option  shall be  determined  by the Board or the Stock  Compensation  Committee
consistent with the provisions of this Plan.

11.  STOCK  COMPENSATION  COMMITTEE.  The Stock  Compensation  Committee  may be
appointed from time to time by the Corporation's  Board of Directors.  The Board
may  from  time  to  time  remove  members  from  or add  members  to the  Stock
Compensation Committee. The Stock Compensation Committee shall be constituted so
as to permit the Plan to comply in all respects with the provisions set forth in
Paragraph 21 herein. The members of the Stock  Compensation  Committee may elect
one of its members as its chairman.  The Stock Compensation Committee shall hold
its  meetings  at such  times and  places as its  chairman  shall  determine.  A
majority of the Stock Compensation  Committee's  members present in person shall
constitute a quorum for the transaction of business.  All  determinations of the
Stock  Compensation  Committee  will be made by the majority vote of the members
constituting  the quorum.  The members may participate in a meeting of the Stock
Compensation   Committee  by  conference  telephone  or  similar  communications
equipment  by means of which all members  participating  in the meeting can hear
each other.  Participation in a meeting in that manner will constitute  presence
in person at the meeting.  Any decision or determination  reduced to writing and
signed by all members of the Stock  Compensation  Committee will be effective as
if it had been made by a majority vote of all members of the Stock  Compensation
Committee at a meeting which is duly called and held.

12.  ADMINISTRATION  OF PLAN. In addition to granting  Awards and Options and to
exercising the authority  granted to it elsewhere in this Plan, the Board or the
Stock  Compensation  Committee  is  granted  the full  right  and  authority  to
interpret  and  construe  the  provisions  of this Plan,  promulgate,  amend and
rescind rules and procedures  relating to the  implementation of the Plan and to
make all other  determinations  necessary or advisable for the administration of
the Plan,  consistent,  however, with the intent of the Corporation that Options
granted or Stock  awarded  pursuant to the Plan comply  with the  provisions  of
Paragraph 22 and 23 herein.  All  determinations  made by the Board or the Stock
Compensation  Committee  shall be final,  binding and  conclusive on all persons
including the Eligible Person, the Corporation and its stockholders,  employees,
officers  and  directors  and  consultants.  No member of the Board or the Stock
Compensation Committee will be liable for any act or omission in connection with
the  administration  of this Plan  unless it is  attributable  to that  member's
willful misconduct.

13. PROVISIONS  APPLICABLE TO ISO's. The following provisions shall apply to all
ISO's  granted  by the  Board  or  the  Stock  Compensation  Committee  and  are
incorporated by reference into any writing granting an ISO:



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            (A) an ISO may be granted  within ten (10) years from the  effective
date of this  Plan,  that  is,  the  date  that  this  Plan is  approved  by the
Corporation's Shareholders.

            (B) except as otherwise provided herein, an ISO may not be exercised
after the expiration of ten (10) years from the date the ISO is granted.

            (C) the Option  price may not be less than the fair market  value of
the Stock at the time the ISO is granted.

            (D) an ISO is not transferrable by the Eligible Person to whom it is
granted  except  by  will,  or the  laws of  descent  and  distribution,  and is
exercisable during his or her lifetime only by the Eligible Person.

            (E) if the Eligible Person receiving the ISO owns at the time of the
grant stock  possessing  more than 10% of the total combined voting power of all
classes of stock of the  employer  corporation  or of its  parent or  subsidiary
corporation  (as those  terms are  defined in the Code),  then the Option  price
shall be at least 110% of the fair market value of the Stock,  and the ISO shall
not be exercisable  after the expiration of five (5) years from the date the ISO
is granted.

            (F) if the shares of Stock which are issued upon  exercise of an ISO
are sold within one (1) year following the exercise of such ISO so that the sale
constitutes a  disqualifying  disposition  for ISO treatment  under the Code, no
provision of this Plan shall be construed as prohibiting such a sale.

            (G) The Plan was adopted by the  Corporation on February 7, 2000, by
virtue of its approval by the Corporation's Board of Directors.  Approval by the
stockholders of the Corporation is to occur prior to February 6, 2001.

14. DETERMINATION OF FAIR MARKET VALUE. In granting ISO's, NSO's or Awards under
this Plan, the Board or the Stock Compensation Committee shall make a good faith
determination  as to the fair market  value of the Stock at the time of granting
the ISO, NSO or Award.

15. RESTRICTIONS ON ISSUANCE OF STOCK. The Corporation shall not be obligated to
sell or issue any shares of Stock  pursuant  to an Award or the  exercise  of an
Option  unless the Stock with respect to which the Option is being  exercised is
at that time  effectively  registered  or  exempt  from  registration  under the
Securities Act of 1933, as amended,  and any other  applicable  laws,  rules and
regulations.  The  Corporation  may condition  issuance of Stock  pursuant to an
Award or the exercise of an Option  granted in accordance  herewith upon receipt
from  the  Eligible  Person,  or  any  other  purchaser  thereof,  of a  written
representation  that at the time of such Award or exercise it is his or her then
present  intention to acquire the shares of Stock for  investment and not with a
view to, or for sale in connection with, any distribution thereof;  except that,
in the case of a legal representative of an Eligible Person,"distribution" shall
be  defined  to exclude  distribution  by will or under the laws of descent  and
distribution.  Prior to issuing any shares of Stock  pursuant to an Award or the
exercise  of an  Option,  the  Corporation  shall  take  such  steps as it deems
necessary  to satisfy any  withholding  tax  obligations  imposed upon it by any
level of government.

16. EXERCISE IN OPTIONS IN THE EVENT OF DEATH OR TERMINATION OF EMPLOYMENT.

            (A)  If an optionee shall die

               (i) while an employee,  Director or acting as a consultant of the
          Corporation or a Subsidiary or



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               (ii) within three (3) months after  termination of his employment
          with the  Corporation or a Subsidiary  because of his  disability,  or
          retirement or otherwise other than for cause,

his Options may be  exercised,  to the extent that the optionee  shall have been
entitled to do so on the date of his death or such termination of employment, by
the person or persons to whom the optionee's right under the Option pass by will
or  applicable  law, or if no such person has such right,  by his  executors  or
administrators,  at any time, or from time to time. In the event of  termination
of employment under this subsection, his Options may be exercised not later than
the  expiration  date  specified  in  Paragraph  5 or one  (1)  year  after  the
optionee's death. whichever date is earlier.

            (B) If an optionee's  employment by the Corporation or a Subsidiary,
shall terminate  because of his disability and such optionee has not died within
the following three (3) months, he may exercise his Options,  to the extent that
he shall  have  been  entitled  to do so at the date of the  termination  of his
employment, at any time, or from time to time, but not later than the expiration
date  specified  in  Paragraph  5 hereof or one (1) year  after  termination  of
employment, directorship or consultancy, whichever date is earlier.

            (C) If an  optionee's  employment  shall  terminate by reason of his
retirement  in  accordance  with the  terms of the  Corporation's  tax-qualified
retirement  plans or with the  consent  of the Board or the  Stock  Compensation
Committee  or  involuntarily  other  than by  termination  for  cause,  and such
optionee has not died within the following three (3) months, he may exercise his
Option to the  extent he shall  have been  entitled  to do so at the date of the
termination of his employment,  at any time and from time to time, but not later
than the  expiration  date  specified  in Paragraph 5 hereof or ninety (90) days
after termination of employment,  directorship or consultancy, whichever date is
earlier.

            (D) If an optionee's employment shall terminate for any reason other
than death, disability,  retirement, or for cause, the optionee may exercise his
Option to the  extent he shall  have been  entitled  to do so at the date of the
termination of his employment,  at any time and from time to time, but not later
than the  expiration  date  specified  in Paragraph 5 hereof or thirty (30) days
after  termination  of employment,  directorship  or  consultancy,  whichever is
earlier.

            (E) If the  optionee's  employment  shall  terminate for cause,  all
rights to exercise his Option shall terminate at the date of such termination of
employment, directorship or consultancy.

            (F) For purposes of this Paragraph 16,  termination  for cause shall
mean  termination  of employment,  directorship  or consultancy by reason of the
optionee's  commission  of a  felony,  fraud or  willful  misconduct  which  has
resulted,  or is likely to result,  in  substantial  and material  damage to the
Corporation  or a  Subsidiary,  all  as the  Board  or  the  Stock  Compensation
Committee in its sole  discretion may determine,  and in the case of a Director,
any other  definition of cause contained  within the  Corporation's  Articles or
Bylaws then in effect.

17. CORPORATE EVENTS.

            (A) Upon a "change in control" of the Corporation as defined herein,
the Corporation  will pay to the Eligible Person in cash, an amount equal to the
number of shares  exercisable  under an Opinion or Options  granted to  Eligible
Persons up to the date the  change in the  control  of the  Corporation  occurs,
whether  such Options are vested,  not vested or  exercised,  multiplied  by the
highest closing sale price of a share of the  Corporation's  Stock quoted during
the 30-day period immediately preceding the date the change in control occurs on
the composite tape for shares listed on the New York Stock


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Exchange; or if such shares are not quoted on the composite tape of the New York
Stock Exchange,  the highest closing sale price quoted during such period on the
principal  United States  Securities  Exchange  registered  under the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"), on which such shares are
listed;  or if such  shares are not  listed on any such  exchange,  the  highest
closing bid quotation with respect to a share during the 30-day period preceding
the date the change of control occurs on the National  Association of Securities
Dealers,  Inc., automated quotation system or any similar system thin in general
use; or if no such quotations are available, the fair market value of a share on
the  date  the  change  in  control  occurs  as  determined  by  a  majority  of
disinterested directors, such amount being hereafter referred to as "Termination
Option  Payment".  The  Termination  Option Payment will be paid to the Eligible
Person  within sixty (60) days after the change in control  occurs and also will
include an additional amount equal to:

               (i) any  excise  tax  imposed on the  Eligible  Person  under the
          Internal  Revenue Code by reason of Eligible  Person's  receipt of the
          Termination Options Payment above; plus

               (ii) a gross-up  payment to reflect any  federal,  state or local
          income tax or other taxes imposed on the Eligible  Person by reason of
          the Eligible Person's receipt of the above Termination Option Payment.

            (B) For purposes of this Plan;  "change of control" means any of the
following:

               (i) any merger of the  Corporation in which the  Corporation or a
          wholly owned  subsidiary of the  Corporation  is not the continuing or
          surviving  entity,  or pursuant to which Stock would be  converted  to
          cash,  securities  or  other  property,  other  than a  merger  of the
          Corporation in which holders of the  Corporation's  Stock  immediately
          prior  to  the  merger  have  the  same  proportionate   ownership  of
          beneficial  interest  of  Stock  or  other  voting  securities  of the
          surviving entity immediately after the merger;

               (ii) any sale,  lease,  exchange  or other  transfer  (in one (1)
          transaction or a series of related  transactions) of assets or earning
          power  aggregating more than 40% of the assets or earning power of the
          Corporation  and its  subsidiaries  (taken  as a  whole),  other  than
          pursuant  to  sale-leaseback,  structured  finance  or  other  form of
          financing transaction;

               (iii) any plan or proposal for  liquidation of dissolution of the
          Corporation that the Shareholders shall approve;

               (iv) any person  (as such term is  defined  in Section  13(d) and
          14(d) of the Exchange Act), other than any current  Shareholder of the
          Corporation or affiliate  thereof or any employee  benefit plan of the
          Corporation or nay subsidiary of the Corporation or any entity holding
          shares of capital  stock of the  Corporation  for or  pursuant  to the
          terms of any  such  employee  benefit  plan in its role as an agent or
          trustee for such plan,  shall become the beneficial  owner (within the
          meaning of Rule 13(d)(3) under the Exchange Act) of 20% or more of the
          Corporation's outstanding Stock; or

               (v) during any period of two (2) consecutive  years,  individuals
          who at the  beginning  of  such  period  shall  fail to  constitute  a
          majority thereof,  unless the election, or the nomination for election
          by the Corporation's  Shareholders,  of each new Director was approved
          by a vote of at least  two-thirds (2/3) of the Directors then still in
          office who were Directors at the beginning of the period.

            (C) Adjustments.  The number of shares awarded or exercisable  under
an Option shall be subject to adjustment in  accordance  with the  provisions of
this Subsection (C).



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               (i)  Adjustments  for  Stock  Splits  and  Combinations.  If  the
          Corporation  shall at any time from time to time  after the date of an
          Award or Option is granted,  effect a stock  split of the  outstanding
          Stock, the applicable number of shares in effect  immediately prior to
          the combination  shall be  proportionately  increased.  Any adjustment
          under  this  Subsection  (C)(i)  shall be  effective  at the  close of
          business on the date the stock split or combination occurs.

               (ii) Adjustments for Certain Dividends and Distributions.  If the
          Corporation  shall at any time or from time after the date an Award or
          Option  is  granted,  make  or  issue  or set a  record  date  for the
          determination  of holders of Stock  entitled  to receive a dividend or
          other  distribution  payable  in shares of  Stock,  then,  and in each
          event, the applicable number of shares in effect  immediately prior to
          such event shall be decreased  as of the time of such  issuance or, in
          the event such a record date shall have been fixed, as of the close of
          business  on such record  date,  by  multiplying  as  applicable,  the
          applicable number of shares then in effect by a fraction;

                    (a) the  numerator  of which  shall be the  total  number of
               shares of Stock issued and outstanding  immediately  prior to the
               time of such  issuance  or the close of  business  on such record
               date; and

                    (b) the  denominator  of which shall be the total  number of
               shares of Stock issued and outstanding  immediately  prior to the
               time of such  issuance  or the close of  business  on such record
               date plus the  number of shares of Stock  issuable  in payment of
               such dividend or distribution.

               (iii)  Adjustment for Other Dividends and  Distributions.  If the
          Corporation shall at time or from time to time after the date an Award
          or  Options  is  granted,  make or issue or set a record  date for the
          determination  of holders of Stock  entitled  to receive a dividend or
          other distribution payable in other than shares of Stock, then, and in
          each event,  an appropriate  revision to the number of shares shall be
          made and  provision  shall be made (by  adjustments  of the  number of
          shares or otherwise)  so that the Eligible  Person shall  receive,  in
          addition  to the  number of shares of Stock,  the  number of shares of
          additional  Stock which they would have  received as any other  holder
          and, in the case of Options,  the number of additional shares of Stock
          which they would have received if the Option had been exercised  prior
          to such event, giving application to all adjustments called for during
          such period under this Subsection  (C)(iii) with respect to the rights
          of the Eligible Person under this Plan.

               (iv) Adjustment for  Reclassification,  Exchange or Substitution.
          If the Common Stock at any time or form time to time after the date an
          Award or Option is granted shall be changed into the same or different
          number  of  shares  of any  class or  classes  of  stock,  whether  by
          reclassification,  exchanged, substitution or otherwise (other than by
          way of a stock  split or  combination  of  shares  or stock  dividends
          provided   for  in   Subsections   (C)(i),   (ii)  and  (iii),   or  a
          reorganization,  merger, consolidation, or sale of assets provided for
          in Subsection (C)(v)), then and in each event, an appropriate revision
          to the numbers of shares  shall be made and  provisions  shall be made
          (by  adjustments  of the  number of shares of  otherwise)  so that the
          Eligible  Person  shall have the right  thereafter  to  convert  their
          shares  or  options  into the kind and  amount  of shares of stock and
          other   securities   receivable   upon   reclassification,   exchange,
          substitution or other change,  by the Eligible Person of the number of
          shares of Stock into which such shares or Options, if such Options had
          been  exercised  prior  to  such  event,  might  have  been  converted
          immediately prior to such reclassification,  exchange, substitution or
          other change, all subject to further adjustment as provided herein.

               (v) Adjustment for Reorganization, Merger, Consolidation or Sales
          of Assets. If at any time or from time to time after the date an Award
          or Option is granted  there shall be a capital  reorganization  of the
          Corporation  (other  than by way of a stock  split or  combination  of
          shares or stock dividends or distributions  provided for in Subsection
          (C)(i), (ii) and (iii), or reclassification, exchange


<PAGE>



          or substitution of shares  provided for in Subsection  (C)(iv)),  or a
          merger  or  consolidation  of the  Corporation  with or  into  another
          corporation, or the sale of all substantially all of the Corporation's
          properties  or  assets  to any  other  person,  then as a part of such
          reorganization,   merger,  consolidation,   or  sale,  an  appropriate
          revision to the number of shares shall be made and provision  shall be
          made (by adjustments of the number of shares or otherwise) so that the
          Eligible  Person  shall have the right  thereafter  to  convert  their
          shares  or  Options  into the kind and  amount  of shares of stock and
          other  securities  or property  of the  Corporation  or any  successor
          corporation resulting from such reorganization, merger, consolidation,
          or sale,  to which a holder of Stock  deliverable  upon  conversion of
          such shares would have been entitled upon such reorganization, merger,
          consolidation, or sale. In any such case, appropriate adjustment shall
          be made in the application of the provisions of this  Subsection(C)(v)
          with  respect  to  the  rights  of  the  Eligible   Person  after  the
          reorganization,  merger,  consolidation,  or sale to the end  that the
          provisions of this Subsection  (C)(v) (including any adjustment in the
          applicable  number of share then in effect and the number of shares of
          Stock or other  securities  deliverable  upon  exercise  of ht Option)
          shall be applied after that event in as nearly an equivalent manner as
          may be practicable.

18. NO GUARANTEE OF EMPLOYMENT.  Nothing in this Plan or in writing  granting an
Award or Option will confer  upon any  Eligible  Person the right to continue in
the employ of the Eligible Person's employer, or will interfere with or restrict
in any way the  right  of the  Eligible  Person's  employer  to  discharge  such
Eligible Person at any time for any reason whatsoever, with or without cause.

19.  NONTRANSFERABILITY.  No Option granted under the Plan shall be transferable
other  than by will or by the  laws of  descent  and  distribution.  During  the
lifetime of the optionee, an Option shall be exercisable only by him.

20. NO RIGHTS AS STOCKHOLDER. No optionee shall have any rights as a stockholder
with  respect to any shares  subject to his Option prior to the date of issuance
to him of a certificate or certificates for such shares.

21. AMENDMENT AND  DISCONTINUANCE OF PLAN. The Corporation's  Board of Directors
may amend, suspend or discontinue this Plan at any time. However, no such action
may  prejudice  the rights of any  Eligible  Person who has prior  thereto  been
granted  Awards or Options under this Plan.  Further,  no amendment to this Plan
which has the effect of

            (a)  increasing  the aggregate  number of shares of Stock subject to
this Plan (except for adjustments pursuant to Paragraph 17(C) herein), or

            (b) changing the definition of Eligible Person under this Plan,

may  be  effective  unless  and  until  approval  of  the  stockholders  of  the
Corporation is obtained in the same manner as approval of this Plan is required.
The  Corporation's  Board of Directors is authorized to seek the approval of the
Corporation's  stockholders  for any other  changes it  proposes to make to this
Plan which require such approval, however, the Board of Directors may modify the
Plan,  as  necessary,  to  effectuate  the intent of the Plan as a result of any
changes in the tax,  accounting or securities laws treatment of Eligible Persons
and the Plan,  subject to the  provisions  set forth in this  Paragraph  21, and
Paragraphs 22 and 23.

22.  COMPLIANCE WITH RULE 16b-3. This Plan is intended to comply in all respects
with Rule 16b-3  ("Rule  16b-3")  promulgated  by the  Securities  and  Exchange
Commission under the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  with  respect  to  participants  who are  subject  to  Section 16 of the



<PAGE>



Exchange  Act, and any  provision(s)  herein that is/are  contrary to Rule 16b-3
shall be deemed  null and void to the  extent  appropriate  by either  the Stock
Compensation Committee or the Corporation's Board of Directors.

23.  COMPLIANCE  WITH CODE.  The  aspects of this Plan on ISO's is  intended  to
comply in every  respect  with  Section  ss.422 of the Code and the  regulations
promulgated  thereunder.  In the event any future  statute or  regulation  shall
modify the existing  statute,  the aspects of this Plan on ISO's shall be deemed
to  incorporate  by reference  such  modification.  Any stock  option  agreement
relating to any Option granted pursuant to this Plan outstanding and unexercised
at the time any modifying statute or regulation  becomes effective shall also be
deemed to  incorporate  by  reference  such  modification  and no notice of such
modification need be given to optionee.  If any provision of the aspects of this
Plan on ISO's is determined to disqualify the shares purchasable pursuant to the
Options granted under this Plan from the special tax treatment  provided by Code
Section ss.422,  such provision shall be deemed null and void and to incorporate
by  reference  the  modification  required  to  qualify  the shares for said tax
treatment.

24.  COMPLIANCE WITH OTHER LAWS AND REGULATIONS.  The Plan, the grant of Awards,
the grant and exercise of Options, and the obligation of the Corporation to sell
and  deliver  Stock  under  such  Awards  and  Options,  shall be subject to all
applicable  federal and state laws,  rules and regulations and to such approvals
by any government or regulatory agency as may be required. The Corporation shall
not be required to issue or deliver any  certificates  for shares of Stock prior
to

            (A) the listing  of  such  shares on any stock exchange or over-the-
counter market on which the Stock may then be listed and

            (B) the  completion of any  registration  or  qualification  of such
shares  under any  federal or state  law,  or any  ruling or  regulation  of any
government body which the Corporation  shall, in its sole discretion,  determine
to be  necessary  or  advisable.  Moreover,  no Option may be  exercised  if its
exercise  or the  receipt  of  Stock  pursuant  thereto  would  be  contrary  to
applicable laws.

            (C) Until  registered  under the  Securities Act of 1933, as amended
(the  "Act"),  all Stock  granted as an Award,  any Option  granted or any Stock
issued upon exercise of an Option,  shall be a "restricted"  security as defined
in Rule 144 promulgated under the Act and shall bear the following legend:

               (i)  As to Shares:

                    "The shares  represented by this  certificate  have not been
                    registered under the Securities Act of 1933. The shares have
                    been acquired for investment and may not be offered, sold or
                    otherwise   transferred  in  the  absence  of  an  effective
                    registration  statement for the shares under the  Securities
                    Act of 1933, or a prior opinion of counsel  satisfactory  to
                    the issuer,  that  registration  is not  required  under the
                    Act."

               (ii) As to Options:

                    "This Option and the  securities  issuable upon the exercise
                    of this Option have not been registered under the Securities
                    Act of 1933, as amended (the "Act") or applicable  state law
                    and may not be sold,  transferred  or otherwise  disposed of
                    unless


<PAGE>



                    registered  under  the Act and any  applicable  state act or
                    unless the issuer  receives an opinion  from counsel for the
                    holder and is satisfied  that this Option and the underlying
                    securities may be transferred without registration under the
                    Act"

25.  DISPOSITION OF SHARES. In the event any share of Stock acquired by an Award
or an exercise of an Option granted under the Plan shall be  transferable  other
than by will or by the laws of descent and  distribution  within one (1) year of
the date such  Option  or Award was  granted  or within  one (1) year  after the
transfer of such Stock pursuant to such exercise, the optionee shall give prompt
written notice thereof to the Corporation or the Stock Compensation Committee.

26. NAME.  The Plan shall be known as the "Surgical  Safety  Products 2000 Stock
Option and Awards Plan."

27.  NOTICES.  Any notice  hereunder  shall be in writing and sent by  certified
mail, return receipt requested or by facsimile  transmission (with electronic or
written  confirmation of receipt) and when addressed to the Corporation shall be
sent to it at its  office,  2018  Oak  Terrace,  Sarasota,  FL  34231  and  when
addressed to the Committee  shall be sent to it at the above address  subject to
the right of either  party to  designate  at any time  hereafter in writing some
other address,  facsimile  number or person to whose attention such notice shall
be sent.

28.  HEADINGS.  The headings  preceding  the text of Sections and  subparagraphs
hereof  are  inserted  solely  for  convenience  of  reference,  and  shall  not
constitute a part of this Plan nor shall they affect its  meaning,  construction
or effect.

29.  EFFECTIVE  DATE.  This Plan was  adopted by the Board of  Directors  of the
Corporation  on February 7, 2000 and shall be  effective  on the date when it is
approved by the Corporation's Shareholders.

Dated as of February 7, 2000.

                                By:  /s/ G. Michael Swor
                                   --------------------------
                                       G. Michael Swor,
                                       Chairman of the Board and
                                       Chief Executive Officer

                                By: /s/ Donald K. Lawrence
                                   --------------------------
                                       Donald K. Lawrence,
                                       President and Chief
                                       Operating Officer

                                By: /s/ David Collins
                                   --------------------------
                                       David Collins,
                                       Acting Chief Financial
                                       Officer, Treasurer and
                                       Secretary
                                       Operating Officer