SERIES "D" WARRANTS


THE WARRANTS  REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON
EXERCISE  OF THE  WARRANTS  HAVE NOT BEEN  REGISTERED  OR  QUALIFIED  UNDER  THE
SECURITIES  ACT OF 1933 OR THE  SECURITIES OR BLUE SKY LAWS OF ANY STATE AND MAY
BE OFFERED  AND SOLD ONLY IF  REGISTERED  AND  QUALIFIED  PURSUANT  TO  RELEVANT
PROVISIONS  OF FEDERAL AND STATE  SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION
FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.

                 SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.

              Incorporated Under the Laws of the State of Delaware

No. D - _________                                _________ Series D Common Stock
                                                               Purchase Warrants


                     CERTIFICATE FOR SERIES "D" COMMON STOCK
                                PURCHASE WARRANTS


         1.    Warrant.     This    Warrant    Certificate     certifies    that
___________________,  or registered  assigns (the "Registered  Holder"),  is the
registered  owner of the above  indicated  number of  Warrants  expiring  on the
Expiration Date, as hereinafter defined. One (1) Warrant entitles the Registered
Holder  to  purchase  one (1)  share of the  common  stock,  $.02  par  value (a
"Share"),  of  Specialized  Health  Products  International,  Inc.,  a  Delaware
corporation (the "Company"), from the Company at a purchase price of Two Dollars
and  no/100  ($2.00)  (the  "Exercise  Price") at any time  during the  Exercise
Period, as hereinafter defined,  upon surrender of this Warrant Certificate with
the exercise form hereon duly completed and executed and  accompanied by payment
of the Exercise Price at the principal office of the Company.

         Upon  due   presentment  for  transfer  or  exchange  of  this  Warrant
Certificate at the principal office of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued in exchange for this Warrant Certificate, subject to
the limitations  provided herein, upon payment of any tax or governmental charge
imposed in  connection  with such  transfer.  Subject to the terms  hereof,  the
Company   shall  deliver   Warrant   Certificates   in  required   whole  number
denominations to Registered  Holders in connection with any transfer or exchange
permitted hereunder.

         2. Restrictive  Legend.  Each Warrant  Certificate and each certificate
representing  Shares issued upon  exercise of a Warrant,  unless such Shares are
then registered under the Securities Act of 1933, as amended (the "Act"),  shall
bear a legend in substantially the following form:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED OR QUALIFIED UNDER THE  SECURITIES ACT OF 1933 OR
         THE SECURITIES OR  BLUE SKY LAWS  OF ANY  STATE  AND  MAY BE

<PAGE>

         OFFERED  AND SOLD ONLY IF REGISTERED AND QUALIFIED  PURSUANT
         TO RELEVANT  PROVISIONS  OF FEDERAL AND STATE  SECURITIES OR
         BLUE SKY LAWS OR IF AN EXEMPTION  FROM SUCH  REGISTRATION OR
         QUALIFICATION IS APPLICABLE.

         3. Exercise. Subject to the terms hereof, the Warrant evidenced by this
Warrant  Certificate  may be exercised at the Exercise Price in whole or in part
at any time during the period (the "Exercise  Period")  commencing on October 1,
1998  (except  that upon a notice of  redemption  by the  Company  as  described
herein,  the warrants  become  immediately  exercisable)  and terminating at the
close of  business  on that  day (the  "Expiration  Date")  which is the  second
anniversary of the date on which a registration  statement filed pursuant to the
Act covering the resale of the Shares to be issued upon exercise of this Warrant
is declared effective by the Securities and Exchange  Commission,  provided that
the Exercise  Period shall be extended  and the  Expiration  Date delayed by one
business day for each business day subsequent to such  effectiveness  on which a
prospectus meeting the prospectus delivery  requirements of the Act and covering
the resale of such Shares by the  Registered  Holder hereof or the successors in
interest to such  Registered  Holder is not available.  The Exercise  Period may
also be extended by the Company's Board of Directors.

         A Warrant shall be deemed to have been exercised  immediately  prior to
the close of business on the date (the "Exercise  Date") of the surrender to the
Company at its principal  executive offices of this Warrant Certificate with the
exercise form attached hereto executed by the Registered  Holder and accompanied
by payment to the Company,  by wire  transfer,  or by official bank or certified
check,  of an amount equal to the aggregate  Exercise  Price, in lawful money of
the United States of America.

         The person  entitled to receive the Shares  issuable upon exercise of a
Warrant or Warrants  ("Warrant Shares") shall be treated for all purposes as the
holder of such Warrant  Shares as of the close of business on the Exercise Date.
The Company shall not be obligated to issue any  fractional  share  interests in
Warrant  Shares  issuable or deliverable on the exercise of any Warrant or scrip
or cash with respect  thereto,  and such right to a fractional share shall be of
no value whatsoever.  If more than one Warrant shall be exercised at one time by
the same Registered Holder, the number of full Shares which shall be issuable on
exercise  thereof shall be computed on the basis of the aggregate number of full
shares issuable on such exercise.

         Promptly,  and in any event within ten business days after the Exercise
Date,  the  Company  shall  cause to be issued  and  delivered  to the person or
persons  entitled to receive the same, a  certificate  or  certificates  for the
number of Warrant Shares deliverable on such exercise.

         The Company may deem and treat the Registered Holder of the Warrants at
any time as the absolute  owner thereof for all purposes,  and the Company shall
not be affected by any notice to the  contrary.  The Warrants  shall not entitle
the  Registered  Holder thereof to any of the rights of  shareholders  or to any
dividend  declared  on the  Shares  unless  the  Registered  Holder  shall  have
exercised  the Warrants and thereby  purchased  the Warrant  Shares prior to the
record date for the determination of holders of Shares entitled to such dividend
or other right.

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         4.  Reservation of Shares and Payment of Taxes.  The Company  covenants
that it will at all times reserve and have available from its authorized  Common
Stock  such  number of shares  as shall  then be  issuable  on the  exercise  of
outstanding Warrants.  The Company covenants that all Warrant Shares which shall
be so issuable shall be duly and validly issued,  fully paid and  nonassessable,
and free from all taxes, liens and charges with respect to the issue thereof.

         The Registered Holder shall pay all documentary, stamp or similar taxes
and other  government  charges that may be imposed with respect to the issuance,
transfer or delivery of any Warrant  Shares on exercise of the Warrants.  In the
event the Warrant  Shares are to be  delivered  in a name other than the name of
the Registered Holder of the Warrant Certificate, no such delivery shall be made
unless the person  requesting  the same has paid the amount of any such taxes or
charges incident thereto.

         5.   Registration  of  Transfer.   The  Warrant   Certificates  may  be
transferred  in whole or in part,  provided any such transfer  complies with all
applicable  federal and state  securities laws and, if requested by the Company,
the  Registered  Holder  delivers  to the  Company an opinion of counsel to that
effect,  in form and substance  reasonably  acceptable  to the Company.  Warrant
Certificates  to be  transferred  shall be  surrendered  to the  Company  at its
principal  office.  The  Company  shall  execute,  issue and deliver in exchange
therefor the Warrant  Certificate or  Certificates  which the Registered  Holder
making the transfer shall be entitled to receive.

         The Company shall keep transfer books at its principal office or at the
office of its warrant agent which shall register  Warrant  Certificates  and the
transfer thereof. On due presentment of any Warrant Certificate for registration
of transfer at such office, the Company shall execute,  issue and deliver to the
transferee or transferees a new Warrant Certificate or Certificates representing
an equal aggregate number of Warrants.  All Warrant  Certificates  presented for
registration of transfer or exercise shall be duly endorsed or be accompanied by
a written  instrument or  instruments  of transfer in form  satisfactory  to the
Company. The Company may require payment of a sum sufficient to cover any tax or
other government charge that may be imposed in connection therewith.

         All Warrant  Certificates so surrendered,  or surrendered for exercise,
or for exchange in case of  mutilated  Warrant  Certificates,  shall be promptly
canceled  by the  Company  and  thereafter  retained  by the  Company  until the
Expiration Date. Prior to due presentment for registration of transfer  thereof,
the Company may treat the  Registered  Holder of any Warrant  Certificate as the
absolute  owner thereof  (notwithstanding  any notations of ownership or writing
thereon made by anyone  other than the  Company),  and the Company  shall not be
affected by any notice to the contrary.

         6.  Loss  or  Mutilation.   On  receipt  by  the  Company  of  evidence
satisfactory  as to the  ownership  of  and  the  loss,  theft,  destruction  or
mutilation of this Warrant  Certificate,  the Company shall execute and deliver,
in lieu  thereof,  a new Warrant  Certificate  representing  an equal  aggregate
number of Warrants.  In the case of loss,  theft or  destruction  of any Warrant
Certificate,  the individual  requesting  issuance of a new Warrant  Certificate
shall be required to  indemnify  the  Company in an amount  satisfactory  to the
Company. In the event a Warrant Certificate is mutilated, such Certificate shall
be  surrendered  and canceled by the Company  prior to delivery of a new Warrant
Certificate.  Applicants  for a new Warrant  Certificate  shall also comply with
such other regulations and pay such other reasonable  charges as the Company may
prescribe.

         7. Call  Option.  So long as the closing bid price or last trade in the
principal  market in which,  or on the principal  exchange on which,  the Shares
trade  exceeds Six Dollars  ($6.00) for the ten (10)  consecutive  trading  days

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<PAGE>

preceding  but not  including  the date of the notice of such call,  the Company
shall have the right and option,  upon no less than twenty  (20)  trading  days'
written notice to the Registered  Holder,  to call, and thereafter to redeem and
acquire all of the Warrants  remaining  outstanding  and unexercised at the date
fixed  for  such  redemption  in such  notice  (the  "Redemption  Date"),  which
Redemption Date shall be at least 20 trading days after the date of such notice,
for an amount equal to  One-Tenth  of One Cent  ($.001) per  Warrant;  provided,
however,  that the  Registered  Holder  shall  have the right  during the period
between the date of such notice and the Redemption Date to exercise the Warrants
in accordance with the provisions of Section 3 hereof and provided  further that
a  prospectus  meeting  the  prospectus  delivery  requirements  of the  Act and
covering the resale of the Shares to be issued upon  exercise of this Warrant by
the Registered  Holder hereof or the  successors in interest to such  Registered
Holder is  available  during  the  entire  period  between  such  notice and the
Redemption Date. Said notice of redemption  shall require the Registered  Holder
to surrender  to the  Company,  not later than on the  Redemption  Date,  at the
principal  executive  offices of the Company,  his  certificate or  certificates
representing  the  Warrants to be  redeemed.  Notwithstanding  the fact that any
Warrants  called for  redemption  have not been  surrendered  for redemption and
cancellation  on the Redemption  Date,  after the Redemption  Date such Warrants
shall be deemed to be expired  and all rights of the  Registered  Holder of such
unsurrendered  Warrants  shall  cease  and  terminate,  other  than the right to
receive the  redemption  price of $.001 per Warrant for such  Warrants,  without
interest.

         In  connection  with any call  hereunder,  the  Company  shall  have no
obligation to call any other stock purchase warrant or warrants,  whether or not
having  similar  terms,  and no call made  pursuant to any other stock  purchase
warrant  shall  obligate  the Company to exercise its right and option to make a
call hereunder.

         8.  Adjustment of Shares.  The number and kind of  securities  issuable
upon exercise of a Warrant shall be subject to adjustment from time to time upon
the happening of certain events, as follows:

                  (a)  Stock  Splits,   Stock  Combinations  and  Certain  Stock
         Dividends.  If the Company  shall at any time  subdivide or combine its
         outstanding Shares, or declare a dividend in Shares or other securities
         of the Company  convertible  into or exchangeable for Shares, a Warrant
         shall,  after such  subdivision or combination or after the record date
         for such dividend,  be exercisable  for that number of Shares and other
         securities of the Company that the  Registered  Holder would have owned
         immediately after such event had the Warrant been exercised immediately
         before such event. Any adjustment under this Section 8 (a) shall become
         effective  at the  close  of  business  on the  date  the  subdivision,
         combination or dividend becomes effective.

                  (b) Adjustment for Reorganization,  Consolidation,  Merger. In
         case of any reorganization of the Company (or any other corporation the
         stock or other  securities  of which  are at the time  receivable  upon
         exercise  of a  Warrant)  or in case the  Company  (or any  such  other
         corporation)  shall  merge  into or with or  consolidate  with  another
         corporation or convey all or substantially all of its assets to another
         corporation  or  enter  into a  business  combination  of any form as a
         result of which the Shares or other securities receivable upon exercise
         of a Warrant are  converted  into other stock or securities of the same
         or  another  corporation,  then and in each such case,  the  Registered
         Holder of a Warrant,  upon  exercise of the purchase  right at any time
         after the consummation of such reorganization,  consolidation,  merger,
         conveyance or combination, shall be entitled to receive, in lieu of the

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<PAGE>

         Shares or other  securities to which such Registered  Holder would have
         been entitled had he exercised  the purchase  right  immediately  prior
         thereto,  such stock and securities which such Registered  Holder would
         have owned  immediately after such event had the Warrant been exercised
         immediately prior to such event.

         In the  event  that  any  of  the  foregoing  occurs,  a  corresponding
adjustment  to the exercise  price of the Warrant shall be made. In each case of
an adjustment in the exercise price or the number of Shares or other  securities
receivable upon the exercise of a Warrant, the Company shall promptly notify the
Registered Holder of such adjustment. Such notice shall set forth the facts upon
which such adjustment is based.

         9. Reduction in Exercise Price at Company's Option. The Company's Board
of  Directors  may, at its sole  discretion,  reduce the  Exercise  Price of the
Warrants  in  effect  at any time  either  for the life of the  Warrants  or any
shorter  period of time  determined  by the Company's  Board of  Directors.  The
Company shall promptly  notify the  Registered  Holders of any such reduction in
the Exercise Price.

         10.      Registration Rights.

         (a)      Certain Definitions. As used in this Section 10, the following
definitions shall apply:

         "Commission" means the Securities and Exchange  Commission or any other
federal agency at the time administering the Act.

         "Holder"  means any  holder of a Warrant  or  outstanding  Registerable
Securities.

         "Registerable  Securities"  means the Warrant Shares issued or issuable
upon the exercise of a Warrant, provided,  however, that Registerable Securities
shall not include any Shares and other  securities  which have  previously  been
registered and sold to the public.

         "Registration  Expenses" means all expenses  incurred by the Company in
complying with Section 10(b) including,  without  limitation,  all registration,
qualification  and filing fees,  printing  expenses,  fees and  disbursements of
counsel  for the  Company,  blue sky fees and  expenses,  and the expense of any
special audits incident to or required in connection with any such registration.
Registration Expenses shall not include selling commissions,  discounts or other
compensation paid to underwriters or other agents or brokers to effect the sale.

         The  terms  "register",  "registered"  and  "registration"  refer  to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance with the Act (and any  post-effective  amendments filed in connection
therewith),  and the  declaration  of the  effectiveness  of  such  registration
statement.

         (b)      Registration.  The Company shall:

                  (i)   Following   the   original   issuance  of  the  Warrants
         represented  by this  Warrant  Certificate  at such time as the Company
         first prepares and files with the  Commission a registration  statement
         on an appropriate  form that would permit inclusion of the Registerable
         Securities in such registration statement or a pre-effective  amendment
         to such a registration  statement,  include the Registrable  Securities
         among the securities  being  registered  pursuant to such  registration
         statement.  The Company shall  diligently  prosecute such  registration
         statement to effectiveness. Such registration statement shall cover the
         resale of such Warrant Shares by the Holder.  The Company will promptly

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<PAGE>

         notify  the  Holder  regarding  (i) the  filing  of  such  registration
         statement and all amendments  thereto,  (ii) the  effectiveness of such
         registration statement and any post-effective amendments thereto, (iii)
         the  occurrence  of any event or condition  that causes the  prospectus
         that is part of such  registration  statement  no longer to comply with
         the requirements of the Act, and (iv) any request by the Commission for
         any  amendment  or  supplement  to such  registration  statement or any
         prospectus relating thereto;

                  (ii) Prepare and file with the Commission  such amendments and
         supplements to such  registration  statement and the prospectus used in
         connection  therewith  as may be  necessary  to keep such  registration
         statement  effective  and current and to comply with the  provisions of
         the Act with  respect  to the  resale of the  Registerable  Securities,
         including  such  amendments  and  supplements  as may be  necessary  to
         reflect the intended  method of disposition  by the Holder,  but for no
         longer than one hundred eighty (180) days  subsequent to the Expiration
         Date or the Redemption Date;

                  (iii)  Furnish  to each  Holder  such  number  of  copies of a
         prospectus,  including a preliminary prospectus, in conformity with the
         requirements  of the Act,  and such other  documents as such Holder may
         reasonably  request in order to  facilitate  the  public  sale or other
         disposition of the Registerable Securities by such Holder;

                  (iv) Use its best efforts to comply with all applicable  rules
         and regulations of the  Commission,  including  without  limitation the
         rules and regulations  relating to the periodic reporting  requirements
         under the Securities Exchange Act of 1934, as amended; and

                  (v) Make  available  for  inspection  by the  Holder or by any
         underwriter, attorney, accountant or other agent acting for such Holder
         in connection with the disposition of Registrable  Securities,  in each
         case upon  receipt of an  appropriate  confidentiality  agreement,  all
         corporate  records,  documents  and  properties  as may  be  reasonably
         requested.

         (c) Expenses of  Registration.  All Registration  Expenses  incurred in
connection  with the  registration,  qualification  or  compliance  pursuant  to
Section  10(b)  hereof  shall be  borne  by the  Company.  The  Holder  shall be
responsible  for  all  costs  and  expenses  associated  herewith  that  are not
Registration Expenses.

         (d)  Indemnification.  In the event any of the Registerable  Securities
are included in a registration statement under this Section 10:

                  (i) The  Company  will  indemnify  each  Holder,  each of such
         Holder's   officers  and   directors   and  partners  and  each  person
         controlling  such  Holder  within the meaning of Section 15 of the Act,
         and  each  underwriter,  if any,  and  each  person  who  controls  any
         underwriter  within the  meaning of Section 15 of the Act,  against all
         expenses, claims, losses, damages or liabilities (or actions in respect
         thereof),  including any of the foregoing incurred in settlement of any
         litigation,  commenced  or  threatened,  arising out of or based on any
         untrue  statement  (or alleged  untrue  statement)  of a material  fact
         contained in any registration statement, prospectus, or other document,
         or  any  amendment  or  supplement   thereto,   incident  to  any  such
         registration, qualification or compliance, or based on any omission (or
         alleged  omission)  to state  therein a material  fact  required  to be
         stated therein or necessary to make the statements therein, in light of
         the  circumstances  in which they were  made,  not  misleading,  or any
         violation by the Company of any rule or  regulation  promulgated  under

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<PAGE>

         the  Act  applicable  to  the  Company  in  connection  with  any  such
         registration,   qualification  or  compliance,  and  the  Company  will
         reimburse  the Holder,  each of its officers and directors and partners
         and each person controlling such Holder, each such underwriter and each
         person who controls any such  underwriter,  for any legal and any other
         expenses  reasonably  incurred  in  connection  with  investigating  or
         defending any such claim, loss, damage,  liability or action,  provided
         that the Company will not be liable in any such case to the extent that
         any such claim, loss, damage,  liability or expense arises out of or is
         based on any untrue  statement or omission or alleged untrue  statement
         or  omission,  made in reliance  upon and in  conformity  with  written
         information  furnished to the Company by such Holder or underwriter for
         use therein.

                  (ii)  In  order  to  include  Registerable   Securities  in  a
         registration statement under this Section 10, a Holder will be required
         to indemnify the Company, each of its directors and officers, its legal
         counsel and independent accountants,  each underwriter,  if any, of the
         Company's  securities  covered  by such  registration  statement,  each
         person who controls the Company or such underwriter  within the meaning
         of Section 15 of the Act, and each other selling  shareholder,  each of
         such other  selling  shareholder's  officers and directors and partners
         and each person controlling such selling shareholder within the meaning
         of Section 15 of the Act,  against  all  claims,  losses,  damages  and
         liabilities (or actions in respect  thereof) arising out of or based on
         any untrue  statement (or alleged untrue  statement) of a material fact
         contained  in any such  registration  statement,  prospectus,  offering
         circular or other  document,  or any omission (or alleged  omission) to
         state  therein  a  material  fact  required  to be  stated  therein  or
         necessary  to make  the  statements  therein  not  misleading  and will
         reimburse the Company, such holders, such directors, officers, counsel,
         accountants,  persons, underwriters or control persons for any legal or
         any other expenses reasonably incurred in connection with investigating
         or defending any such claim, loss, damage, liability or action, in each
         case to the extent, but only to the extent,  that such untrue statement
         (or alleged untrue statement) or omission (or alleged omission) is made
         in such registration statement,  prospectus, offering circular or other
         document in reliance  upon and in conformity  with written  information
         furnished to the Company by the Holder for use therein.

                  (iii)  Each  party  entitled  to  indemnification  under  this
         Section  (the  "Indemnified  Party")  shall  give  notice  to the party
         required to provide indemnification (the "Indemnifying Party") promptly
         after such  Indemnified  Party has actual  knowledge of any claim as to
         which indemnity may be sought,  and shall permit the Indemnifying Party
         to assume the  defense of any such  claim or any  litigation  resulting
         therefrom,  provided that counsel for the Indemnifying Party, who shall
         conduct the defense of such claim or  litigation,  shall be approved by
         the  Indemnified  Party  (which  approval  shall  not  unreasonably  be
         withheld), and the Indemnified Party may participate in such defense at
         such Indemnified Party's expense. No Indemnifying Party, in the defense
         of any such claim or litigation, shall, except with the consent of each
         Indemnified  Party,  consent to entry of any judgment or enter into any
         settlement which does not include as an unconditional  term thereof the
         giving by the  claimant or  plaintiff  to such  Indemnified  Party of a
         release from all liability in respect to such claim or litigation.

                  (iv) If the  indemnification  provided  for in this Section is
         held by a court  of  competent  jurisdiction  to be  unavailable  to an
         Indemnified Party with respect to any loss, liability, claim, damage or
         expense  referred to herein,  then the  Indemnifying  Party, in lieu of

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<PAGE>

         indemnifying the Indemnified Party, shall contribute to the amount paid
         or  payable  by such  Indemnified  Party  with  respect  to such  loss,
         liability,   claim,  damage  or  expense  in  the  proportion  that  is
         appropriate to reflect the relative fault of the Indemnifying Party and
         the  Indemnified  Party in connection  with the statements or omissions
         that resulted in such loss,  liability,  claim,  damage or expense,  as
         well as any other relevant equitable considerations. The relative fault
         of the Indemnifying Party and the Indemnified Party shall be determined
         by  reference  to,  among other  things,  whether the untrue or alleged
         untrue  statement of material  fact or the omission to state a material
         fact relates to information  supplied by the  Indemnifying  Party or by
         the Indemnified  Party, and the parties'  relative  intent,  knowledge,
         access to  information  and  opportunity  to correct  or  prevent  such
         statement or omission.

         (e)  Information  by Holder.  Each  Holder of  Registerable  Securities
included  in any  registration  shall  furnish to the Company  such  information
regarding such Holder,  such  securities and the  distribution  proposed by such
Holder as the Company may request in writing.

         11. Notices.  All notices,  demands,  elections,  or requests  (however
characterized  or described)  required or authorized  hereunder  shall be deemed
given  sufficiently  if in writing and sent by  registered  or  certified  mail,
return receipt requested and postage prepaid, or by facsimile or telegram to the
Company, at its principal executive office, and to the Registered Holder, at the
address of such holder as set forth on the books maintained by the Company.

         12. General Provisions. This Warrant Certificate shall be construed and
enforced in accordance with, and governed by, the laws of the State of Delaware.
Except  as  otherwise  expressly  stated  herein,  time  is of  the  essence  in
performing  hereunder.   The  headings  of  this  Warrant  Certificate  are  for
convenience  in  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof.

         IN WITNESS WHEREOF,  the Company has caused this Warrant Certificate to
be duly executed as of the ____ day of ________, 1997.

SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.



By _________________________________         By ______________________________
     J. Clark Robinson, Secretary                 David A. Robinson, President


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<PAGE>


         SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.

         The following  abbreviations,  when used in the inscription on the face
of this  instrument,  shall be construed as though they were written out in full
according to applicable laws or regulations:

         TEN COM - as tenants in common
         TEN ENT - as tenants by the entireties
         JR TEN - as joint tenants with right of survivorship and not as tenants
           in common
         UNIF TRANS MIN ACT - __________  (Custodian for Minor) as custodian for
           __________  (name of minor) under the Uniform Transfers to Minors Act

Additional abbreviations may also be used though not in the above list.

                               FORM OF ASSIGNMENT

              (To be Executed by the Registered Holder if He or She
                   Desires to Assign Warrants Evidenced by the
                           Within Warrant Certificate)

         FOR VALUE RECEIVED  ___________________________  hereby sells,  assigns
and  transfers  unto   _____________________________   _________________________
(_______) Warrants, evidenced by the within Warrant Certificate, and does hereby
irrevocably  constitute  and  appoint  _____________________  __________________
Attorney  to  transfer  the  said  Warrants  evidenced  by  the  within  Warrant
Certificates on the books of the Company, with full power of substitution.


Dated:____________________                        _____________________________
                                                            Signature

         Notice:  The above  signature must  correspond with the name as written
                  upon the face of the Warrant  Certificate in every particular,
                  without alteration or enlargement or any change whatsoever.

Signature Guaranteed:  __________________________________________


SIGNATURE  MUST BE GUARANTEED BY A COMMERCIAL  BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING  STOCK  EXCHANGES:  NEW  YORK  STOCK  EXCHANGE,  PACIFIC  COAST  STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.

                                        9
<PAGE>

                          FORM OF ELECTION TO PURCHASE

           (To be Executed by the Holder if Holder Desires to Exercise
                 Warrants Evidenced by the Warrant Certificate)

To Specialized Health Products International, Inc.

         The    undersigned    hereby    irrevocably    elects    to    exercise
___________________________  (______) Warrants,  evidenced by the within Warrant
Certificate  for,  and to  purchase  thereunder,  _____________  _______________
(______) full shares of Common Stock issuable upon exercise of said Warrants and
delivery of $_________ and any applicable taxes.

         The undersigned requests that certificates for such shares be issued in
the name of:

                                              PLEASE INSERT SOCIAL SECURITY OR
                                              TAX IDENTIFICATION NUMBER

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

(Please print name and address

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

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

         If said number of Warrants  shall not be all the Warrants  evidenced by
the within  Warrant  Certificate,  the  undersigned  requests that a new Warrant
Certificate  evidencing  the  Warrants not so exercised be issued in the name of
and delivered to:

--------------------------------------------------------------------------------
                         (Please print name and address)

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

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

                    (SIGNATURES CONTINUED ON FOLLOWING PAGE)

                                       10
<PAGE>


Dated: _____________________              Signature:__________________________

NOTICE:           The above  signature must  correspond with the name as written
                  upon  the  face of the  within  Warrant  Certificate  in every
                  particular,  without  alteration or  enlargement or any change
                  whatsoever,  or if  signed  by any  other  person  the Form of
                  Assignment hereon must be duly executed and if the certificate
                  representing   the   shares   or   any   Warrant   Certificate
                  representing  Warrants not  exercised is to be registered in a
                  name other than that in which the within  Warrant  Certificate
                  is  registered,  the  signature  of the holder  hereof must be
                  guaranteed.

Signature Guaranteed:  ___________________________________________


SIGNATURE  MUST BE GUARANTEED BY A COMMERCIAL  BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING  STOCK  EXCHANGES:  NEW  YORK  STOCK  EXCHANGE,  PACIFIC  COAST  STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.

                                       11