**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.
  1
  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.
  2
  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,
          UT 84010
  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.
  4
  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.
                
                
                EMPLOYEEBy:
                /s/
                  Jeff
                  Soinski
                
                
                /s/
                  Rebecca A.
                  WhitneyIts:
                  President
                
                
                Rebecca
                  A. Whitney
  5