**Exhibit
      10.44**





**SPECIALIZED
      HEALTH PRODUCTS INTERNATIONAL, INC.**





**RESTRICTED
      STOCK AGREEMENT**





**UNDER
      THE 2004 STOCK INCENTIVE PLAN**





THIS
      AGREEMENT (the “Agreement”) is made as of ________ __, 200__, between
      Specialized Health Products International, Inc., a Delaware corporation (the
      “Company”), and ________________ (“Holder”).





THE
      PARTIES AGREE AS FOLLOWS:





1.  *Award
      of Stock* .
      The
      Company hereby agrees to issue and sell to Holder, and Holder hereby agrees
      to
      acquire from the Company, ________ shares of the Company’s common stock (the
“Shares”) in exchange for the consideration set forth in Section 2.





2.  *Consideration
      for Award.* Holder
      hereby agrees promptly to deliver to the Company in consideration for the award
      of Shares [DESCRIBE STOCK OPTIONS GRANTS, DATES AND AMOUNTS] which are hereby
      canceled and are hereafter null, void and of no further force or effect.





3.  *Shares
      Subject to the Plan* .
      This
      Agreement, and the Shares issued to Holder hereunder, will be subject to the
      terms and conditions of the Company’s 2004 Stock Incentive Plan (the “Plan”), a
      copy of which is attached hereto and incorporated by reference. Where the
      provisions of this Agreement and of the Plan are inconsistent on any matter,
      this Agreement will govern; and where this Agreement is silent on a matter
      provided for in the Plan, the Plan will govern. Capitalized terms not
      specifically defined in this Agreement will have the meaning ascribed to them
      in
      the Plan. As used herein, the term “Shares” refers to and includes the shares
      issued to Holder pursuant to this Agreement, and to all securities received
      in
      addition thereto or in replacement thereof, pursuant to or in consequence of
      any
      stock dividend, stock split, recapitalization, merger, reorganization, exchange
      of shares or other similar event.





The
      Plan
      was approved by the Company’s Board of Directors on September 15, 2004 and
      became effective on that date, provided that the Plan is approved by the
      stockholders of the Company (exclude the vote of Shares issued under the Plan)
      within six (6) months after September 15, 2004. Notwithstanding any other
      provision of this Agreement, if the Plan is not so approved by the stockholders
      of the Company, this Agreement will immediately be rescinded and will be void
      and any consideration given by the Holder in connection herewith shall be
      returned to the Holder.





4.  *Restrictions
      as to the Shares* .
      Holder
      understands that the Plan includes important terms and conditions that apply
      to
      this Agreement and to the Shares, including (without limitation) important
      restrictions on the ability of Holder to transfer the Shares. Holder
      acknowledges that he or she has read the Plan, agrees to be bound by its terms,
      and makes each of the representations required to be made by Holder under
      it.





4.1.  *Escrow.* Pursuant
      to Section 9(b) of the Plan, Holder will deliver the certificate(s) representing
      the unvested Shares with a stock power executed by Holder and by Holder’s
      spouse, if required, in blank, to the Secretary of the Company, to hold the
      same
      in escrow to facilitate the restrictions as to the Shares set forth in the
      Plan.





4.2  *Vesting.* All of
      the Shares are unvested and will become vested for purposes of the Plan
      according to the following schedule: (1) no portion of the Shares will be deemed
      vested prior to the third anniversary of the date on which the Shares were
      issued to the Holder (the “Issue Date”); (2) the Shares will become vested in
      full on the third anniversary of the Issue Date. Notwithstanding the foregoing,
      the Shares shall immediately vest in full upon the happening either of the
      following events: (1) the Company receives at least three million five hundred
      thousand dollars ($3,500,000) in any single fiscal year in connection with
      a
      license agreement, sale of a product line and/or sale of technology which
      arrangements or agreements were not in effect as of the Issue Date or (2) there
      is a Change in Control.




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4.3  *Voting.* Except
      as otherwise expressly provided in this Agreement, Holder will have all of
      the
      rights and privileges of a stockholder of the Company with respect to vested
      and
      unvested Shares, including the right to vote the vested and unvested Shares,
      while the same are held in escrow.





4.4  *Effect
      of Prohibited Transfer* .
      Any
      prohibited transfer of Shares is void and of no effect. Should such a transfer
      purport to occur, the Company may refuse to carry out the transfer on its books,
      attempt to set aside the transfer, enforce any undertaking or right under this
      Agreement or the Plan, and/or exercise any other legal or equitable remedy.





4.5  *Required
      Undertaking* .
      Any
      transfer that would otherwise be permitted under the terms of this Plan is
      prohibited unless the transferee executes such documents as the Company may
      reasonably require to ensure that the Company’s rights under a Restricted Stock
      Agreement and the Plan are adequately protected with respect to the Shares
      so
      transferred. Such documents may include, without limitation, an agreement by
      the
      transferee to be bound by all of the terms of the Plan and this Agreement,
      as if
      the transferee were the original holder of such Shares.





4.6  *Lock-up.*  Until
      the
      earlier of (i) the three year anniversary of the Issue Date or (ii) such other
      date as determined by the Committee, in its sole discretion, the Holder shall
      not, without the prior written consent of the Company, directly or indirectly,
      offer for sale, sell, pledge, contract to sell, hypothecate or otherwise dispose
      of or transfer any of the Shares. The Holder agrees that the Company may, with
      respect to the Shares, cause the transfer agent to note stop transfer
      instructions on the transfer books and records of the transfer agent and legend
      the certificates representing the Shares with a legend that gives notice of
      this
      lock-up arrangement.





5.  *Employment
      Status* .
      Nothing
      contained herein or in the Plan will confer upon Holder any right with respect
      to the continuation of Holder’s status as an employee, consultant, independent
      contractor or director of the Company (or its subsidiaries) or interfere with
      the right of the Company at any time to terminate Holder’s employment by or
      service to the Company or to alter Holder’s rate of compensation in effect as of
      the date of this Agreement.





6.  *Specific
      Performance* .
      It is
      the intention of the parties that under those circumstances set forth herein
      or
      under the Plan in which the Company timely chooses to exercise its rights to
      repurchase the Shares as provided for herein or therein, the Company will be
      entitled to receive such Shares in order to have the same available for future
      issuance without dilution of the holdings of other stockholders of the Company.
      Holder and the Company hereby acknowledge and agree that money damages will
      be
      inadequate to compensate the Company and its stockholders if such a repurchase
      is not completed as contemplated hereunder and that the Company shall, in such
      case, be entitled to a decree of specific performance of the terms hereof or
      to
      an injunction restraining Holder (or Holder’s personal representative) from
      violating this Agreement, in addition to any other remedies that may be
      available to the Company at law or in equity.





7.  *Miscellaneous* .
      This
      Agreement (together with the Plan and any other agreement or other document
      evidencing and Award) sets forth the complete agreement of the parties
      concerning the subject matter hereof, superseding all prior agreements,
      negotiations and understandings. This Agreement will be governed by the
      substantive law of the State of Delaware and may be executed in counterparts.




The
      parties hereby have entered into this Agreement as of the date set forth
      above.




SPECIALIZED
                HEALTH PRODUCTS INTERNATIONAL, INC.
            
            
            HOLDERBy:(signature)Its:
            
            
            (address)




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