**Exhibit
      10.49**





**EMPLOYMENT
      AGREEMENT**





This
      employment agreement (“Agreement”) is made and entered into this 13 day of July
      2007, by and between SPECIALIZED HEALTH PRODUCTS, INC., a Utah corporation
      (“Corporation”), and Rebecca A. Whitney (“Employee”).




WHEREAS,
      Corporation and Employee desire that the term of this Agreement begin on July
      12, 2007 (“Effective Date”).




WHEREAS,
      Corporation desires to employ Employee as its Vice President of Sales &
Marketing and Employee is willing to accept such employment by Corporation,
      on
      the terms and subject to the conditions set forth in this
      Agreement.




NOW
      THEREFORE, IT IS AGREED AS FOLLOWS:




Section
      1 .  Duties .
      During
      the term of this Agreement, Employee agrees to be employed by and to serve
      Corporation on a full time basis as its Vice President of Sales & Marketing,
      and Corporation agrees to employ and retain Employee in such capacities.
      Employee shall report to the Corporation’s President and Chief Executive Officer
      and at all times during the term of this Agreement shall have powers and duties
      at least commensurate with her position as Vice President of Sales &
Marketing.




Section
      2 .  Term
      of Employment .




2.1.  Definitions .
      For the
      purposes of this Agreement the following terms shall have the following
      meanings:




2.1.1  “Termination
      For Cause” shall mean termination by Corporation of Employee’s employment by
      Corporation by reason of Employee’s willful dishonesty towards, fraud upon, or
      deliberate injury or attempted injury to, Corporation or by reason of Employee’s
      willful material breach of this Agreement which has resulted in material injury
      to Corporation.




2.1.2  “Termination
      Other Than For Cause” shall mean termination by Corporation of Employee’s
      employment by Corporation (other than in a Termination for Cause) and shall
      include constructive termination of Employee’s employment by reason of material
      breach of this Agreement by Corporation, such constructive termination to be
      effective upon notice from Employee to Corporation of such constructive
      termination.




2.1.3  “Voluntary
      Termination” shall mean termination by Employee of Employee’s employment by
      Corporation other than (i) Termination Other Than For Cause, and (ii)
      termination by reason of Employee’s death or disability as described in Sections
      2.5 and 2.6.




2.2.  Term .
      The
      employment of Employee by Corporation shall be “at will”.




2.3.  Termination
      For Cause .
      Termination For Cause may be effected by Corporation at any time during the
      term
      of this Agreement and shall be effected by written notification to Employee.
      Upon Termination For Cause, Employee shall promptly be paid all accrued salary,
      bonus compensation to the extent earned, vested deferred compensation (other
      than pension plan, profit sharing plan and stock option plan benefits which
      will
      be paid in accordance with the applicable plan), any benefits under any plans
      of
      the Corporation in which Employee is a participant to the full extent of
      Employee’s rights under such plans, accrued vacation pay and any appropriate
      business expenses incurred by Employee in connection with her duties hereunder,
      all to the date of termination, but Employee shall not be paid any other
      compensation or reimbursement of any kind, including without limitation,
      severance compensation.




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2.4.  Termination
      Other Than For Cause .
      Notwithstanding anything else in this Agreement, Corporation may effect a
      Termination Other Than For Cause at any time upon giving written notice to
      Employee of such termination. Upon any Termination Other Than For Cause,
      Employee shall promptly be paid all accrued salary, bonus compensation to the
      extent earned, vested deferred compensation (other than pension plan, profit
      sharing plan and stock option plan benefits which will be paid in accordance
      with the applicable plan), any benefits under any plans of the Corporation
      in
      which Employee is a participant to the full extent of Employee’s rights under
      such plans (other than pension plan, profit sharing plan and stock option plan
      benefits which will be paid in accordance with the applicable plan), accrued
      vacation pay and any appropriate business expenses incurred by Employee in
      connection with her duties hereunder, all to the date of termination, with
      the
      exception of salary and medical benefits which shall continue for a period
      of
      twelve (12) months, so long as Employee complies with the provisions of Sections
      5 through 8. In the event of a merger, acquisition, or substantial sale of
      Corporation’s controlling shares wherein the Corporation is no longer the
      controlling entity, if Employee is not offered an equivalent position, Employee
      shall be entitled to severance pay and medical benefits for a period of twelve
      (12) months, so long as Employee complies with the provisions of Sections 5
      through 8.




2.5.  Termination
      by Reason of Disability .
      If,
      during the term of this Agreement, Employee, in the reasonable judgment of
      the
      Board of Directors of Corporation, has failed to perform her duties under this
      Agreement on account of illness or physical or mental incapacity, and such
      illness or incapacity continues for a period of more than twelve (12)
      consecutive months, Corporation shall have the right to terminate Employee’s
      employment hereunder by written notification to Employee and payment to Employee
      of all accrued salary, bonus compensation to the extent earned, vested deferred
      compensation (other than pension plan, profit sharing plan and stock option
      plan
      benefits which will be paid in accordance with the applicable plan), any
      benefits under any plans of the Corporation in which Employee is a participant
      to the full extent of Employee’s rights under such plans, accrued vacation pay
      and any appropriate business expenses incurred by Employee in connection with
      her duties hereunder, all to the date of termination.




2.6.  Death .
      In the
      event of Employee’s death during the term of this Agreement, Employee’s
      employment shall be deemed to have terminated as of the last day of the month
      during which her death occurs and Corporation shall promptly pay to her estate
      or such beneficiaries as Employee may from time to time designate all accrued
      salary, bonus compensation to the extent earned, vested deferred compensation
      (other than pension plan, profit sharing plan and stock option plan benefits
      which will be paid in accordance with the applicable plan), any benefits under
      any plans of the Corporation in which Employee is a participant to the full
      extent of Employee’s rights under such plans, accrued vacation pay and any
      appropriate business expenses incurred by Employee in connection with her duties
      hereunder, all to the date of termination, but Employee’s estate shall not be
      paid any other compensation or reimbursement of any kind, including without
      limitation, severance compensation.




2.7.  Notice
      of Termination .
      Corporation may effect a termination of this Agreement pursuant to the
      provisions of this Section upon giving thirty (30) days’ written notice to
      Employee of such termination.




Section
      3 .  Salary,
      Benefits and Bonus Compensation .




3.1.  Base
      Salary. As payment for the services to be rendered by Employee as provided
      in
      Section 1 and subject to the terms and conditions of Section 2, Corporation
      agrees to pay to Employee a “Base Salary” for the twelve (12) calendar months
      beginning the Effective Date at the rate of $120,000 per annum payable in no
      fewer than 12 equal monthly installments of $10,000.00. Employee’s Base Salary
      shall be reviewed annually by the Compensation Committee of the Board of
      Directors (“Compensation Committee”), and the Base Salary for each year (or
      portion thereof) shall be determined by the Compensation Committee which shall
      authorize an increase in Employee’s Base Salary for such year in an amount
      which, at a minimum, shall be equal to the cumulative cost of living as
      determined by the Corporation’s board of directors.




3.2.  Bonuses .
      Employee shall be eligible to participate in the Corporation’s executive bonus
      plan and receive a discretionary bonus for each year (or portion thereof) during
      the term of this Agreement and any extensions thereof, with the actual amount
      of
      any such bonus to be determined in the sole discretion of the Board of Directors
      based upon its evaluation of Employee’s performance during such
      year.




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3.3.  Additional
      Benefits .
      During
      the term of this Agreement, Employee shall be entitled to the following fringe
      benefits:




3.3.1  Employee
      Benefits .
      Employee shall be eligible to participate in such of Corporation’s benefits and
      deferred compensation plans as are now generally available or later made
      generally available to the officers of the Corporation.




3.3.2  Vacation .
      Employee shall be entitled to four (4) weeks of paid vacation during each year
      during the term of this Agreement and any extensions thereof, prorated for
      partial years.




3.3.3  Life
      Insurance .
      For the
      term of this Agreement and any extensions thereof, Corporation shall at its
      expense procure and keep in effect term life insurance on the life of Employee
      payable to the Employee’s designee in the aggregate amount of twice Employee’s
      base annual salary.




3.3.4  Reimbursement
      for Expenses .
      During
      the term of this Agreement, Corporation shall reimburse Employee for reasonable
      and properly documented out-of-pocket business and/or entertainment expenses
      incurred by Employee in connection withher duties under this
      Agreement.




Section
      4 .  Ownership
      of Work Product .
      Work
      Product shall include all copyrights, patents, trade secrets, or other
      intellectual property rights associated with any ideas, concepts, techniques,
      inventions, processes, or works of authorship developed or created by Employee
      during the course of performing work for SHP, whether or not during normal
      hours
      of employment, which relate to the actual or anticipated business of SHP at
      the
      time of such development or creation, or related to actual or anticipated
      research and development (collectively, the “Work Product”). Work Product
      excludes ideas, concepts, techniques, inventions, processes, or works of
      authorship developed or created by Employee (collectively, “New Product Idea”)
      reduced to writing and witnessed before SHP is in a business related to the
      New
      Product Idea and any previous contracts or licensing arrangements and personal
      property of Employee at the time of employment listed on the attached statement,
      affixed hereto, if any. Any exceptions must be reviewed and found to be not
      related to any business that SHP anticipates or is already engaged and
      subsequently approved by the Executive Committee. Work Product shall belong
      exclusively to SHP. Employee automatically assigns, at the time of creation
      of
      the Work Product, without any requirement of further consideration, any title,
      or interest it or they may have in such Work Product, including any copyrights
      or other intellectual property rights pertaining thereto, all such Work Product.
      Upon request of SHP, Employee shall take such further actions including
      execution and delivery of instruments of conveyance, as may be appropriate
      to
      give full and proper effect to such assignment.




Section
      5 .  Non
      Compete .
      In
      recognition and consideration of Employee’s employment, compensation and
      benefits, the training in and information regarding SHP’s business which SHP
      will give Employee, Employee’s introduction to SHP’s customers, and the
      carefully guarded methods of doing business which SHP utilizes and deems crucial
      to the success of its business, Employee shall not during the term of this
      Agreement, and during the period for which Employee receives severance payments
      following the termination of Employee’s employment with SHP, regardless of the
      reason for termination, either directly or indirectly, engage in the business
      of
      developing, marketing, distributing, licensing, and/or selling products or
      services having any function similar to, competitive with, or substitutable
      for,
      SHP’s products or services which are in the research and/or development stage
      and/or for which development has been completed (collectively and individually,
      the “Products”), anywhere in the United States, except with SHP’s consent (which
      may be withheld in SHP’s sole discretion). In addition, Employee shall not
      engage in any such activity, directly or indirectly, on Employee’s own behalf or
      in the service of or on behalf of others. Employee acknowledges and agrees
      that
      the current market for the Products extends throughout the entire United States,
      and it is therefore reasonable to prohibit Employee from competing with SHP
      anywhere in the United States.




Section
      6 .  Confidentiality .
      Employee will hold in a fiduciary capacity for the benefit of Corporation,
      its
      affiliates, subsidiaries, related entities, and designees, and shall not
      disclose to any person or entity other than Corporation or persons or entities
      designated by Corporation, any secret, confidential or proprietary information,
      knowledge, data and/or information, patents, trade secrets, customer identities,
      marketing and other business methods, techniques, processes, practices,
      procedures, plans and strategies regarding Corporation, its subsidiaries and
      affiliated corporations or business enterprises, and their customers obtained
      by
      Employee in the course of Employee’s employment with Corporation, and any other
      secret, confidential or proprietary information pertaining to Corporation,
      its
      parent, subsidiaries and affiliated corporations or business enterprises, and
      their customers, during the term of this Agreement and five (5) years after
      Employee’s termination of employment with Corporation, unless Corporation in
      writing consents to the contrary. Notwithstanding the foregoing, Employee shall
      have no confidentiality obligation with respect to information that: (a) was
      legally in the public domain prior to the time of disclosure to the Employee,
      (b) is now or subsequently becomes generally available to the public through
      no
      fault of Employee; or (c) is required by law, regulation, rule, act, or order
      of
      any governmental authority or agency to be disclosed by the
      Employee.




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Section
      7 .  Return
      of Materials .
      Immediately upon notice of termination of employment, Employee shall give to
      Corporation the originals and all copies of all documents, correspondence,
      memoranda, records, notes, manuals, materials, customer and prospective customer
      lists and information, including without limitation computer data, and other
      things relating to Corporation’s business, including, but not limited to,
      secret, confidential or proprietary information, in Employee’s possession,
      custody or control, unless otherwise agreed to by Corporation.




Section
      8 .  Non-Solicitation .
      Employee shall not during the term of this Agreement, and for a period of twelve
      (12) months following termination of employment with Corporation, employ,
      solicit for employment, or advise or recommend to any other person that they
      employ or solicit for employment or retention as a consultant, any person who
      is, or was at any time within one (1) year prior to the Employee’s date of
      termination of employment with Corporation, an employee of, or exclusive
      consultant to, Corporation.




Section
      9 . Avoidance
      of Conflict of Interest .
      While
      employed by Corporation and during the period for which Employee receives
      severance payments following termination of employment with Corporation,
      Employee shall not engage in any other business activity that conflicts with
      Employee’s duties to Corporation. Under no circumstances may Employee work for
      any competitor or have any financial interest in any competitor of Corporation;
      provided, however, that this Agreement does not prohibit investment of a
      reasonable part of Employee’s assets in the stock or securities of any
      competitor whose stock or securities are traded on a national
      exchange.




Section
      10 . Withholdings .
      All
      compensation and benefits to Employee hereunder shall be reduced by all federal,
      state, local and other withholdings and similar taxes and payments required
      by
      applicable law.




Section
      11 . Indemnification .
      In
      addition to any rights to indemnification to which Employee is entitled to
      under
      the Corporation’s Articles of Incorporation and Bylaws, Corporation shall
      indemnify Employee at all times during and after the term of this Agreement
      to
      the maximum extent permitted under Utah Revised Business Corporation Act or
      any
      successor provision thereof and any other applicable state law, and shall pay
      Employee’s expenses in defending any civil or criminal action, suit, or
      proceeding in advance of the final disposition of such action, suit or
      proceeding, to the maximum extent permitted under such applicable state
      laws.




Section
      12 . Notices .
      Any
      notices permitted or required under this Agreement shall be deemed given upon
      the date of personal delivery or forty eight (48) hours after deposit in the
      United States mail, postage fully prepaid, return receipt requested, addressed
      to the Corporation at:




585
      West
      500 South


Bountiful,
      Utah 84010




addressed
      to the Employee at:




585
      West
      500 South


Bountiful,
      Utah 84010




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or
      at any
      other address as any party may, from time to time, designate by notice given
      in
      compliance with this Section.




Section
      13 . Law
      Governing .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Utah.




Section
      14 . Titles
      and Captions .
      All
      section titles or captions contained in this Agreement are for convenience
      only
      and shall not be deemed part of the context nor effect the interpretation of
      this Agreement.




Section
      15 . Entire
      Agreement .
      This
      Agreement contains the entire understanding between and among the parties and
      supersedes any prior understandings and agreements among them respecting the
      subject matter of this Agreement.




Section
      16 . Agreement
      Binding .
      This
      Agreement shall be binding upon the heirs, executors, administrators, successors
      and assigns of the parties hereto.




Section
      17 . Attorney
      Fees .
      In the
      event an arbitration, suit or action is brought by any party under this
      Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed
      that the prevailing party shall be entitled to reasonable attorneys fees to
      be
      fixed by the arbitrator, trial court, and/or appellate court.




Section
      18 . Computation
      of Time .
      In
      computing any period of time pursuant to this Agreement, the day of the act,
      event or default from which the designated period of time begins to run shall
      be
      included, unless it is a Saturday, Sunday, or a legal holiday, in which event
      the period shall begin to run on the next day which is not a Saturday, Sunday,
      or legal holiday, in which event the period shall run until the end of the
      next
      day thereafter which is not a Saturday, Sunday, or legal holiday.




Section
      19 . Pronouns
      and Plurals .
      All
      pronouns and any variations thereof shall be deemed to refer to the masculine,
      feminine, neuter, singular, or plural as the identity of the person or persons
      may require.




Section
      20 . Presumption .
      This
      Agreement or any section thereof shall not be construed against any party due
      to
      the fact that said Agreement or any section thereof was drafted by said
      party.




Section
      21 . Further
      Action .
      The
      parties hereto shall execute and deliver all documents, provide all information
      and take or forbear from all such action as may be necessary or appropriate
      to
      achieve the purposes of the Agreement.




Section
      22 . Parties
      in Interest .
      Nothing
      herein shall be construed to be to the benefit of any third party, nor is it
      intended that any provision shall be for the benefit of any third
      party.




Section
      23 . Savings
      Clause .
      If any
      provision of this Agreement, or the application of such provision to any person
      or circumstance, shall be held invalid, the remainder of this Agreement, or
      the
      application of such provision to persons or circumstances other than those
      as to
      which it is held invalid, shall not be affected thereby.




IN
      WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
      executed.




SPECIALIZED
      HEALTH PRODUCTS, INC.  EMPLOYEE




By:
              Jeff
              Soinski
            
            
            /s/
              Rebecca A.
              WhitneyIts:
                President
            
            
            Rebecca
              A. Whitney




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