Exhibit 10.59

                          SUMMARY TERMS AND CONDITIONS


                          PROPOSED TRANSACTION BETWEEN

                          EMAGISOFT TECHNOLOGIES, INC.
                                       AND
                         SURGICAL SAFETY PRODUCTS, INC.


     This  term  sheet  ("Term  Sheet")   summarizes  the  principal  terms  and
conditions  of the  proposed  acquisition  by  Surgical  Safety  Products,  Inc.
("Surgical")  of all the  issued  and  outstanding  capital  stock of  Emagisoft
Technologies,  Inc.  ("Emagisoft"),  as more particularly  described below. This
Term Sheet does not contain all matters upon which an agreement  must be reached
but is  intended  as a  summary  of the key terms  which  will be  defined  in a
definitive  merger  agreement  (the  "Merger  Agreement").  In the  event of any
conflict or inconsistency between this Term Sheet and the Merger Agreement,  the
terms of the Merger Agreement will govern.

     1. Form of  Transaction.  At the  closing of the  transaction  contemplated
hereby (the  "Closing"),  Surgical  will acquire all the issued and  outstanding
shares of common and  preferred  stock of  Emagisoft  in exchange  for shares of
unregistered  common stock ("Common  Stock") and  unregistered  preferred  stock
("Preferred Stock") of Surgical, and assume all options and warrants to purchase
shares of common  stock of  Emagisoft  in exchange  for options and  warrants to
purchase shares of Surgical Common Stock. This transaction will be structured as
a "reverse  triangular  merger"  whereby (a) Surgical  will form a  wholly-owned
Florida subsidiary ("Merger Sub"); (b) Emagisoft will merge with and into Merger
Sub and will be the surviving  entity;  and (c) the current holders of Emagisoft
capital  stock  will  receive  capital  stock in  Surgical.  Upon  the  Closing,
Emagisoft  will be a  wholly-owned  subsidiary  of  Surgical  and the holders of
outstanding  Emagisoft  capital stock immediately prior to the Closing will hold
50% of the voting power of Surgical.

     2. Consideration.

     (a) Between  the date of this Term Sheet and the  Closing,  Emagisoft  will
issue additional shares of common stock, and cancel certain shares of its common
stock held by its president,  so that the total number of issued and outstanding
shares of common stock of both Emagisoft and Surgical are equal.  Then, upon the
Closing,  each issued and outstanding share of common stock of Emagisoft will be
converted into one (1) share of Surgical Common Stock (the "Exchange Ratio").

     (b) Each outstanding  stock option and warrant of Emagisoft will be assumed
by Surgical and exchanged for a new option or warrant,  respectively, to acquire
shares of Surgical Common Stock based on the Exchange  Ratio,  and the per-share
strike  price for each such option and warrant  will be equal to the  respective
current  per-share  strike price  multiplied by the Exchange Ratio. The terms of
Surgical's  1999  Stock  Option  Plan shall  govern  any new  options to acquire
Surgical  Common Stock granted  pursuant to this Section 2(b),  and the terms of
the  outstanding  stock options of Emagisoft  will no longer be  applicable.  No
options  or  warrants  for  fractional  shares of Common  Stock  will be issued,
instead Surgical will adjust such options or warrants up or down, accordingly.



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     (c) Each  issued  and  outstanding  share of  Series A  preferred  stock of
Emagisoft will be converted into one (1) share of Surgical  Preferred  Stock. No
fractional shares of Surgical Preferred Stock will be issued; instead,  Surgical
will adjust such shares of  Surgical  Preferred  Stock up or down,  accordingly.
Each share of Surgical  Preferred Stock shall have the same powers,  preferences
and rights,  and  qualifications,  limitations and restrictions as the shares of
Emagisoft Series A preferred stock.

     3. Financing.  Upon execution of this Term Sheet, or as soon as practicably
possible thereafter, Emagisoft sell approximately 4,583,336 shares of its common
stock  for  approximately  $550,000,  $150,000  of which  will then be loaned to
Surgical pursuant to the terms of a promissory note to be executed by Surgical.

     4.  Additional  Terms and  Conditions.  The  transaction  is subject to the
following terms and conditions:

          (a) a Merger  Agreement  on terms  acceptable  to all parties  will be
     negotiated  and  executed by Surgical  and  Emagisoft,  and all  conditions
     contained  therein shall have been  satisfied.  The Merger  Agreement will,
     among other things,  provide for representations,  warranties,  conditions,
     and other matters as are customary and usual in a transaction of the nature
     contemplated herein.

          (b) each  party  will have  completed  a due  diligence  review of the
     businesses of the other party, and the results of such due diligence review
     will be satisfactory to each such party in their discretion, respectively.

          (c)  prior to the  Closing,  there  will not  have  been any  material
     adverse change (or event or condition likely to result in such a change) in
     the financial or other  condition or results of operations of either party,
     other  than the  issuance  of  common  stock by  Emagisoft  as set forth in
     Section 2(a) and the  issuance of Preferred  Stock by Surgical as set forth
     in Section 3(i)..

          (d) approval of the Merger  Agreement by Surgical's Board of Directors
     ("Surgical  Board") and  approval of the Merger  Agreement  by  Emagisoft's
     Board of Directors and a majority of its shareholders.

          (e) the filing of all necessary  documents with and the receipt of all
     approvals, consents and waivers from all necessary governmental authorities
     and third parties.

          (f) at the Closing, or as soon as practical thereafter,  Surgical will
     enter into an Employment Agreement with such current employees of Emagisoft
     as have been mutually agreed by Emagisoft and Surgical.

          (g) approval of the Merger Agreement by Thompson Kernaghan,  a current
     creditor of Surgical.

          (h) at the Closing, the Surgical Board shall consist of an even number
     of  members,  one-half  of whom  shall be current  members of the  Surgical
     Board,  and the  other  half of whom  shall be new  members  designated  by
     Emagisoft.

          (i) prior to the Closing,  Surgical may issue such number of shares of
     its Preferred Stock equal to the number of shares of Preferred Stock issued
     under Section 2(c) above.

          (j)  upon  execution  of  this  Term  Sheet,   Surgical  will  execute
     agreements  which will provide for the  granting of 550,000  options at the
     Closing from its 2000 stock option plan to various  consultants  designated
     by Emagisoft.

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     5. Exclusivity. Neither party will (nor will it permit any of its agents or
affiliates  to),  prior to the  termination  of this  Term  Sheet,  directly  or
indirectly  solicit,  encourage,  initiate or participate in any negotiations or
discussions,  or  enter  into (or  authorize)  any  agreement  or  agreement  in
principle with respect to the  acquisition  of (a) all or a substantial  part of
its business or (b) itself,  whether by stock purchase,  merger,  consolidation,
purchase of assets, tender offer or otherwise.

     6. Access. Each party and their respective representatives (including their
accountants and attorneys)  shall have reasonable  access during the period from
the date of this Term  Sheet  through  the date of the  Closing,  or the date of
termination  of  discussions  or  negotiations   relating  to  the  transactions
contemplated by this Term Sheet, to the business, properties, affairs, books and
records  and  plans of the other  party and its  subsidiaries  for  purposes  of
evaluating the proposed  transaction  and shall have full  opportunity to obtain
information  from  the  management,  banks,  attorneys,  accountants  and  other
consultants  of the other party and its  subsidiaries  who have  knowledge of or
responsibility  for matters  relating to such other party or its subsidiaries on
such  matters as each party or its  representatives  requesting  access shall in
good faith deem relevant for purposes of evaluating the proposed transaction.

     7. Tax and Accounting Treatment.  It is expected that the transaction would
constitute a tax- free reorganization for U.S. federal income tax purposes.  The
transaction is to be accounted for as a "purchase."

     8.  Confidentiality.  No party hereto, nor its  Representatives (as defined
below) will disclose to a third party any information regarding the existence of
this Term Sheet,  the terms of the  proposed  transaction,  or the  existence or
status of negotiations with respect thereto without the prior written consent of
the  other  party,  except  to the  extent  required  by law or  legal  process.
Notwithstanding  the foregoing,  each party may disclose such information to any
such party's officers,  directors,  employees,  partners,  attorneys,  advisors,
accountants,  agents or representatives  (each a "Representative"),  but only to
the  extent  such  Representative  (a)  needs to know such  information  for the
purpose of helping to evaluate or negotiate  the  transaction,  and (b) has been
informed  of  the  existence  of  these  confidentiality  obligations  and  such
Representative's obligations hereunder.

     9.  Press  Releases.  Without  the  consent  of  Emagisoft  (in the case of
Surgical) or the consent of Surgical (in the case of  Emagisoft),  neither party
shall issue any press release or make any public announcement with regard to the
transactions  referred  to in or  contemplated  by this  Term  Sheet;  provided,
however,  that  nothing in this  Section 9 shall be deemed to prohibit any party
hereto from making any disclosure which its counsel deems necessary or advisable
in order to fulfill such party's  disclosure  obligations  imposed by law or the
rules of any national securities exchange or automated quotation system, so long
as the disclosing party uses all commercially reasonable efforts to consult with
the other parties prior to such disclosure.

     10.  Costs and  Expenses.  Each party will bear its own costs and  expenses
(including, without limitation, any brokers' or finders' fees and any attorneys'
and accountants' fees) incurred in connection with the transactions  proposed by
this Term Sheet.  Each party  represents and warrants to the other party that no
finders' or brokers'  fees will be payable in connection  with the  transactions
contemplated  by  this  Term  Sheet  by  reason  of any  act on the  part of the
representing parties.

     11. Conduct of Business. Each party hereby agrees that prior to the Closing
it  will  not  engage  in any  transaction  not in the  ordinary  course  of its
respective business, will use its best efforts to retain the services of its key
employees and will use its best efforts to retain the continuing business of its
respective customers.

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     12. Preparation of Definitive Agreements;  Termination.  Promptly after the
execution of this Term Sheet, the parties intend to commence the preparation and
negotiation of the Merger Agreement,  the appropriate  documentation to be filed
with  the   Securities  and  Exchange   Commission   and  all  other   necessary
documentation,  all of which shall be  satisfactory in form and substance to all
of the  parties.  If a Merger  Agreement  has not been  executed  on or prior to
February 28, 2001 or such later date as the parties hereto may mutually agree in
writing,  this Term Sheet shall terminate and be of no further force and effect,
except as provided in Section 15 hereof.

     13.  Governing  Law. This Term Sheet shall be governed by and construed and
enforced in accordance with the laws of the State of Florida,  without regard to
the conflicts of law principles thereof.

     14. Waiver of Jury Trial.  Each party hereby waives any right to a trial by
jury with respect to any dispute arising out of this Term Sheet.

     15.  Binding  Effect.  This Term Sheet is not  intended  by the  parties to
constitute  a contract or an offer to enter into a  contract,  nor to be binding
upon any of the parties,  nor to create any legal  obligations  or rights in any
party with  respect  to any of the  matters  set forth  herein  (other  than the
provisions  set forth in Sections 5, 6, 8, 9, 10, 13 and 14 and this Section 15,
which are intended to be binding and  enforceable)  and each party hereto agrees
never to assert or contend to the contrary. The understandings in this paragraph
are  intended by the parties to control  over (a) any  contrary or  inconsistent
statement,  whether  written or oral and to whomever  made, or (b) any action or
course of  conduct,  whether  such  statement,  action or course of conduct  has
occurred or occurs hereafter.

     IN WITNESS  WHEREOF,  the parties  hereby agree to the terms and conditions
set forth above as of the __ day of February, 2001.


                                      EMAGIOSFT TECHNOLOGIES, INC.


                                      By: /s/  Kyle E. Jones
                                        ----------------------------------
                                      Kyle E. Jones, President



                                      SURGICAL SAFETY PRODUCTS, INC.


                                      By: /s/  G. Michael Swor
                                        ----------------------------------
                                      G. Michael Swor, Chief Executive Officer



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