Exhibit 10.58

LOAN CANCELLATION AND SETTLEMENT AGREEMENT


     THIS LOAN  CANCELLATION  AND  SETTLEMENT  AGREEMENT  (the  "Agreement")  is
effective the 7th day of February 2001 by and between  Surgical Safety Products,
Inc.  ("SSP"),  Thomson  Kernaghan & Co. Ltd.  ("TK") and  Mintmire & Associates
("M&A").


                                    RECITALS


     WHEREAS,  SSP and TK entered into a Loan Agreement  effective  December 30,
1999, as amended, allowing for total loans in installments of $5,000,000 from TK
to SSP ("the Loan Agreement"); and

     WHEREAS, under the Loan Agreement, TK made two (2) loan installments in the
amount of $650,000 each, each of which was supported by a convertible promissory
note, the first of which was effective December 30, 1999 (the "December PN") and
the second of which was effective March 31, 2000 (the "March PN"); and

     WHEREAS, under the Loan Agreement, SSP granted certain Lender's warrants to
purchase up to 3,428,571 shares (the "Lender's  Warrants") of SSP's common stock
and certain  Agent's  Warrants to purchase up to 1,142,857  shares (the "Agent's
Warrants") of SSP's common stock (collectively, the "TK Warrants'); and

     WHEREAS,  under the Loan  Agreement,  SSP  registered a total of 20,038,097
shares  of its  Common  Stock  on Form  S-3 with  the  Securities  and  Exchange
Commission that was declared effective April 11, 2000 (the "Registered  Shares")
against  the  future  conversion  of all  shares  issuable  if the  total of all
installments  were evidenced by convertible  promissory  notes in the total face
amount of  $5,000,000  calculated at the floor  conversion  price of $0.375 (the
"Floor  Price") and against the future  exercise of all TK Warrants  granted for
such total of all installments at the exercise price of $1.09375 per share; and

     WHEREAS,  under the Loan  Agreement,  TK, as escrow agent,  originally  was
delivered  2,700,000 shares of SSP restricted  Common Stock against the eventual
conversion of notes and exercise of warrants and after all conversions as of the
effective  date of this  Agreement,  TK is holding a certificate  in escrow that
represents  1,365,464  shares of SSP's  restricted  common stock (the  "Escrowed
Shares"); and

     WHEREAS, as of the effective date of this Agreement, a principal balance of
$140,000  remained  outstanding  on the  December  PN plus  accrued  and  unpaid
interest and a principal balance of $650,000  remained  outstanding on the March
PN plus accrued and unpaid interest  representing a total debt to TK from SSP of
$847,300 (the "Total Debt"); and

     WHEREAS,   SSP  and  TK  wish  M&A  to  perform  certain  duties  regarding
cancellation of shares and holding shares in escrow; and

     WHEREAS,  SSP and TK wish to  cancel  the Loan  Agreement  and  settle  all
matters between them under the terms and conditions of this Agreement.


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


(a)  Each of the  Recitals set forth above is  incorporated  herein by reference
     and made part of this  Agreement  as if each such  Recital  were set out in
     full herein.

(b)  Subject  to the full  compliance  with the terms and  conditions  contained
     herein,  the parties  agree to cancel the Loan  Agreement and to settle all
     outstanding  matters as of the effective date of this Agreement relative to
     the Total Debt and the TK Warrants.

(c)  Pursuant to the  conversion  notice  dated  February 7, 2001,  TK agrees to
     convert  at the Floor  Price per share  the  $140,000  remaining  principal
     balance on the December PN plus accrued and unpaid  interest of $12,395 and
     $90,000 of the remaining principal balance on the March PN plus accrued and
     unpaid  interest of $6,175,  into 662,854  shares of Common Stock  issuable
     without restriction as part of the Registered Shares.

(d)  Upon receipt of the shares set out in paragraph 3 above,  TK agrees to send
     the  original  December  PN to M&A for  full  cancellation  and to send the
     original March PN for re- issuance in the face amount of $560,000.

(e)  Interest on the  outstanding  principal  on the March PN of  $560,000  (the
     "March  Balance"),  after the partial repayment of $90,000 of principal and
     accrued but unpaid  interest  thereon  through the  conversion set forth in
     paragraph 3 above,  shall  continue to accrue at the rate of eight  percent
     (8%) per annum until paid.  All future  interest  shall be payable,  at the
     option of SSP, in cash or by delivery of Registered  Shares at a conversion
     price per share  equal to the amount of accrued  and unpaid  interest as of
     the  conversion  or  repayment  date  divided  by the five (5) day  average
     closing bid of SSP's Common Stock prior to such conversion or repayment.

(f)  Subject to not exceeding  ownership of 4.99% of the issued and  outstanding
     shares of SSP's  Common Stock at any time,  TK shall,  as soon as possible,
     convert the  remaining  March  Balance  into the  Registered  Shares at the
     conversion  price of $.375 per share  for a total of  1,493,333  Registered
     Shares.  At the time of each  conversion,  TK  shall  return  the  original
     promissory note and a conversion notice. In the event of partial conversion
     of  principal,   SSP  agrees  to  re-issue  the  promissory  note  for  the
     outstanding  principal  balance  at that  time  after  such  conversion  or
     repayment.

(g)  SSP may make  repayment of all or any part of the March Balance at any time
     in cash at 100% of face plus accrued  interest  payable in accordance  with
     paragraph 5 above.

(h)  The TK  Warrants  were  exercisable  immediately  for 20% of the  number of
     shares contained in such warrants and for an additional 1% of the number of
     shares  for each  $25,000 of  principal  loaned  under the Loan  Agreement.
     Accordingly, the parties agree that



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     (A) the Lender's  Warrant is  exercisable at the exercise price of $1.09375
per share into a total of 2,468,571 shares, that is 685,714  representing 20% of
3,428,571 and 1,782,857  representing 52% of 3,428,571 based upon total loans of
$1,300,000 divided by $25,000. The balance of 960,000 shares of such warrant are
hereby deemed to be null and void; and

     (B) the Agent's  Warrant is  exercisable  at the exercise price of $1.09375
per shares into a total of 822,857 shares,  that is 228,571  representing 20% of
1,142,857 and 594,286  representing  52% of 1,142,857  based upon total loans of
$1,300,000 divided by $25,000. The balance of 320,000 shares of such warrant are
hereby deemed to be null and void.

(i)  The  Escrowed  Shares  shall  be  sent  to  M&A  for   cancellation  as  TK
     acknowledges  that such shares distort the number of issued and outstanding
     shares since they are without any voting rights.

(j)  TK  agrees  to  the  triangular   reverse  merger  of  SSP's  wholly  owned
     subsidiary,  OIX, Inc., with Emagisoft  Technologies Inc.  ("Emagisoft") on
     the terms SSP has negotiated.

(k)  Provided  there is no  default  on the  repayment  of the  March PN and the
     proposed reverse merger with Emagisoft is concluded by May 15, 2001, unless
     such date is  extended  by TK in  writing,  TK for a period of one (1) year
     commencing on the effective date,  shall not sell,  directly or indirectly,
     for  itself,  its agents,  officers,  directors,  employees,  subsidiaries,
     affiliates or any company or entity  controlled  by or controlled  it, more
     than twenty-five percent (25%) of the volume in SSP's shares on any trading
     day.

(l)  In the context of this  settlement and the revised terms  contained  herein
     and further,  in consideration  for the cancellation of the Loan agreement,
     SSP agrees

     (A)To issue bonus shares as follows:

     (I)  in connection  with the $140,000  balance due on the December PN prior
          to this  Agreement  plus accrued and unpaid  interest in the amount of
          $12,395,  to issue an  additional  682,108  shares  of its  restricted
          common stock  effective  for holding  period  purposes on December 30,
          1999; and

     (II) in connection  with the $650,000  balance due on the March PN prior to
          this  Agreement  plus  accrued  and unpaid  interest  in the amount of
          $44,592,  to issue an additional  3,109,487  shares of its  restricted
          common stock  effective for holding period purposes on March 31, 2000,
          which  shares  shall be  issued  pro rata to the  amount  of the March
          Balance converted at any time

     (collectively, the "Bonus Shares"); and

     (B)To issue bonus warrants as follows:

     (I)  additional  warrants to the Lender for exercise into 380,000 shares of
          SSP's restricted common stock exercisable at any time on or before the
          second  anniversary  of this  Agreement at an exercise price per share
          equal to $0.1846;



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     (II) additional  warrants to the Agent for exercise into 380,000  shares of
          SSP's restricted common stock exercisable at any time on or before the
          second  anniversary  of this  Agreement at an exercise price per share
          equal to $0.1846

     (collectively, the "Bonus Warrants").

(m)  The Bonus Shares  attributable to the conversion of the $140,000 balance of
     the December PN under the terms of this Agreement  (682,108 shares) and the
     pro rata shares of the Bonus Shares  attributable to the partial conversion
     of  $90,000  of the  March PN under the  terms of this  Agreement  (430,540
     shares)  shall be  delivered  to and held in escrow by M&A.  At the time of
     each subsequent  conversion of all or a part of the March Balance,  the pro
     rata share of the Bonus Shares attributable to such conversion of the March
     PN shall be  delivered  to and held in escrow by M&A. All Bonus Shares will
     be  delivered to TK after the March PN is  completely  converted or repaid,
     and  then  delivered  to TK in  such  amounts  as to  maintain  TK's  share
     ownership at no more than 4.99% of the total issued and outstanding  shares
     of SSP's Common Stock at that time.

(n)  TK shall make blocks of SSP stock it holds or to which it is entitled  upon
     conversion of the March Balance and/or under  paragraph 12 above  available
     at a ten percent  (10%)  discount to market as may be requested by SSP from
     time to time.

(o)  TK shall have the option to propose an independent  third party to serve on
     SSP's Board  commencing  immediately and continuing  until such time as its
     share  ownership,  calculated as if all of the March Balance were converted
     into 1,493,333  shares,  plus, should SSP elect to pay interest in the form
     of  shares,  the  number of  shares  to pay  interest  in  accordance  with
     paragraph 5 above, all of the Lender's  Warrants were exercised for a total
     of 2,468,571 shares,  all of the Agent's Warrants are exercised for a total
     of 822,857 shares,  all of the Bonus Shares for a total of 3,791,595 shares
     were  delivered and all of the Bonus Warrants for a total of 760,000 shares
     were exercised, is less than five percent (5%).

(p)  It is understood  and agreed by the parties that of the  Registered  Shares
     the following have been or will be issued under this Agreement and that any
     and all of the balance of the 20,038,097  Registered Shares shall be not be
     issued and shall be null and void:

Received under conversion for 04/28/00                                   182,453
Received under conversion for 06/09/00                                   331,010
Received under conversion for 07/11/00                                   111,155
Received under conversion for 10/24/00                                   709,918
To be received under the paragraph 3 conversion                          662,854
To be received when entire March Balance of Principal is converted     1,493,333
Exercisable under the Lender's Warrant                                 2,468,571
Exercisable under the Agent's Warrant                                    822,857

                  Subtotal                                             6,782,151

     and,  in the  event  SSP  elects to pay  additional  interest  in shares as
     provided in paragraph 5 above,  such additional number as required to cover
     such interest at the time of conversion or repayment.


<PAGE>


(q)  TK agrees to consider  any and all  reasonable  proposals  made to SSP from
     broker/dealers  to amend, vary or modify the lock-up provision set forth in
     paragraph 11 above, if necessary to effectuate future funding for SSP.

(r)  All  reasonable  costs  of  effecting  this  Agreement,  except  for  costs
     associated  with  the  delivery  of  December  PN to SSP for  cancellation,
     delivery of the March PN to SSP for conversion or cancellation,  the return
     of the  Escrowed  Shares to M&A for  cancellation,  the  delivery of the TK
     Warrants or Bonus Warrants to SSP for exercise,  but including  legal fees,
     shall be for the account of SSP.


     IN  WITNESS  WHEREOF,  the  parties  hereto  have set  their  hand and seal
effective on the date first above written.


                                  Surgical Safety Products Inc.


                                  By:/s/ G. Michael Swor
                                   -----------------------------
                                    G.  Michael Swor, President


                                  Thomson Kernaghan & Co., Ltd.


                                  By:/s/ Gregory Badger
                                   -----------------------------


                                  FOR PURPOSES OF PARAGRAPHS
                                  4, 9 AND 13 ONLY

                                  Mintmire & Associates


                                  By: Mercedes Travis
                                   -----------------------------







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