RUBICON INTERNATIONAL LIMITED
                         Warner Building 85 Reid Street
                                 Hamilton Hm 12
                                     Bermuda



                                February 8, 2000

David A. Robinson
Chief Executive Officer
Specialized Health Products International, Inc.
585 West 500 South
Bountiful, Utah 84010

Dear David,

This  letter  confirms  our  understanding   that  Specialized  Health  Products
International,   Inc.   ("SHPI"  or  the  "Company")   hereby  engages   Rubicon
International Limited ("Rubicon") as a non-exclusive advisor with respect to the
Refloatation  (defined  below),  or sale of SHPI to,  or merger  with,  a target
company  (the  "Target"),  whether or not such  Target has been  identified  and
approached by Rubicon.  For the purpose of this agreement,  "Refloatation" shall
mean the listing or  quotation  of the  Company's  common  stock on a recognized
European  stock  exchange  and, in the event the Company  goes  private,  on the
Nasdaq SmallCap or National Market System. Such Refloatation,  sale or merger is
hereinafter referred to as a "Transaction."

In accordance with its  responsibilities,  Rubicon will provide such services as
SHPI may reasonably require, including:

o    assisting the Company in reviewing  and advising on the Company's  Business
     Plan, including financial projections.
o    assisting  the  Company  on a range of fair  values of SHPI  based upon the
     Company's financial projections and other appropriate information.
o    assisting SHPI in preparing a corporate  plan (the "Plan") which  satisfies
     both  management  and   shareholders  in  accordance  with  certain  agreed
     objectives.
o    assisting SHPI in identifying and approaching suitable Targets,  subject to
     the prior approval of SHPI.
o    assisting  SHPI  management  in  preparing  material to be presented to the
     Targets.
o    assisting the Company's  team in negotiating  the final terms,  conditions,
     documents and the closing of a Transaction.
o    assisting the Company in retaining and  instructing  legal advisers and, if
     necessary,  investment  bankers to  complete a  Transaction.  SHPI is to be
     responsible for the fees and expenses of such parties.
o    assisting the Company in seeking shareholder  approval of a Transaction and
     any related matters in pursuance of the Plan.
o    assisting  the  Company  with any other  reasonable  services  related to a
     Transaction.
o    assisting  the Company in  preparing  any  materials or  information  to be
     provided to third parties in connection with a Transaction.

The Company agrees that, in connection with Rubicon's engagement  hereunder,  it
will furnish Rubicon with all  information  concerning the Company which Rubicon
may  reasonably  require to perform its  services as stated  herein.  Except for
information  contained  in  documents  filed with the  Securities  and  Exchange
Commission by the Company,  Rubicon  agrees not to  distribute  written or other
information  relating  to the  Company  that is not  approved  in advance by the
Company.   Rubicon  accepts  no  responsibility  for  the  correctness  of  such
information.

All non public  information  concerning the Company which is provided to Rubicon
will be used solely in the course of the  performance of its services  hereunder
and will be treated  confidentially  by Rubicon for so

<PAGE>

long as such information remains non public. Except as otherwise required by law
or regulatory  process,  Rubicon will not disclose such information to any third
party without the Company's  consent,  other than to its employees or associates
who have a need to know the  information  and who will be  required to treat the
information as confidential.  Rubicon shall contemporaneously herewith execute a
confidentiality  agreement  in a mutually  agreeable  form and shall  assist the
Company in obtaining appropriate  confidentiality  agreements with third parties
who are involved in a Transaction where needed and appropriate.

As consideration for its services hereunder, the Company agrees to pay Rubicon a
success  fee in an  amount  equal  to 2.5% of the  first  $50  million  of Total
Consideration (defined below), plus 1.5% of Total Consideration in excess of $50
million for a Transaction  for which the parties had mutually  agreed in writing
to explore with a view to completing a Transaction.  Subject as provided  below,
such fee is to be paid in full on the later of the closing of a  Transaction  or
the date on which  the  amount  of Total  Consideration  can be  calculated.  No
success   fee  shall  be  payable  to  Rubicon  in  the  event  that  the  Total
Consideration is less than $1.70 per outstanding common share of the Company, or
its successor, on the date the success fee is first required to be paid.

For the  purpose  of this  letter  agreement,  "Total  Consideration"  shall  be
calculated as follows:

         (i)          In the event of a Refloatation,  Total Consideration shall
         be the  aggregate  undiluted  market  value of SHPI common stock at the
         Refloatation price. Refloatation price shall be determined as the issue
         price  of  SHPI  common  stock  to  new   investors  at  the  time  the
         Refloatation  or, if no new shares are being  issued at that time,  the
         average of the  average  daily  closing  bid and ask prices of the SHPI
         common stock on the principal  market on which the SHPI common stock is
         traded  during the twenty  consecutive  trading days  commencing on the
         five month anniversary of the Refloatation. Refloatation; or

         (ii)          In the event of a Transaction  other than a Refloatation,
         Total  Consideration  shall be  determined  as the net aggregate of all
         consideration  in all forms  received  or to be received by SHPI or the
         stockholders, option holders and warrant holders of SHPI, including the
         combination of all cash,  equity and debt  instruments  received upon a
         Transaction becoming  unconditional in all respects. The portion of any
         success fee that  relates to  consideration  to be received at a future
         date shall be paid by the Company when and if such future consideration
         is received by the  stockholders,  option  holders and warrant  holders
         entitled to payment unless the parties  mutually agree  otherwise.  All
         equity or equity  related  or debt  instruments  shall be valued at the
         average of the average daily closing bid and ask prices of the security
         in question on the  principal  market on which the security in question
         is traded during the twenty consecutive  trading days commencing on the
         date a Transaction is declared unconditional in all respects.

No more than one  success  fee may be earned  hereunder.  In the event  that the
Company   enters  into  a   Transaction   that  involves  a   Refloatation   and
non-Refloatation  Transaction, the Total Consideration shall be calculated under
both (i) and (ii)  above,  and the  success  fee shall be  calculated  using the
greater, but not both, of such amounts.

In the event that the  Transaction  does not  provide  SHPI with  $2,000,000  in
working  capital as of the date the success  fee is payable,  net of the success
fee and all other expenses  relating to the Transaction,  then SHPI may elect to
pay all or part of the  success  fee with  fully  paid  ordinary  shares of SHPI
common stock, rather than cash. In the event the issuance of the common stock is
subject to U.S. regulation,  then the shares will be "restricted  securities" as
that  term is  defined  in Rule 144 under the  Securities  Act of 1933.  For the
purpose of this  clause,  such shares  shall be valued at a 25%  discount of the
average of the average  daily  closing bid and ask prices of the common stock on
the principal  market on which the common stock is traded during the same twenty
consecutive  trading day period used to calculate Total  Consideration  or, if a
twenty day period is not used to calculate Total  Consideration,  the average of
the  average  closing  bid and ask  price  of the  common  stock  during  the 20
consecutive  trading  days  commencing  on the date a  Transaction  is  declared
unconditional in all respects. In addition to the foregoing, Rubicon may require
that all or part of the  success  fee may be paid  with  fully  paid  restricted
ordinary shares of common stock valued

                                   Page 2 of 4
<PAGE>

at a 25% discount,  as described  above, so long as the beneficial  ownership of
Rubicon,  any  affiliate of Rubicon and any person to whom Rubicon  transfers or
proposes to transfer  shares to does not equal or exceed 5% of any class of SHPI
securities  or 5% of the class of  securities  of any  affiliate or successor of
SHPI as of the date the success fee is paid.  For  purposes  hereof,  beneficial
ownership shall be calculated  using Rule 13d-3 and 16a-1, as promulgated  under
the Securities Exchange Act of 1934, and, on an individual basis, whichever Rule
results  in the  greater  amount  of  beneficial  ownership  shall  be  used  in
determining  beneficial  ownership  percentages.  In other cases, if the parties
mutually  agree  all or part of the  success  fee may be paid  with  fully  paid
restricted ordinary shares of common stock valued at a 25% discount as described
above.

In the event that the Company  enters into a Transaction of any form as a result
of which the  Company's  common stock is converted  into stock or  securities of
another  corporation,  then any success fee earned by Rubicon that is payable in
the form of common  stock  shall be  payable  in common  stock of the  surviving
corporation.

Rubicon has had access to SHPI's most recent Form 10-K, dated December 31, 1998,
and all subsequent Form 10-Q, Form 8-K and other filings with the Securities and
Exchange  Commission  and has had access to any and all  information  concerning
SHPI  which  Rubicon  and the  Rubicon's  financial,  tax and legal  consultants
required  or  considered  necessary  to make a proper  evaluation  of  SHPI.  In
entering into this agreement  whereby  Rubicon may be acquiring SHPI  securities
and in making any future  elections to acquire SHPI securities  pursuant to this
agreement,  Rubicon and its consultants  have relied solely upon their review of
the  publicly  available  information  that SHPI has caused to be filed with the
Securities and Exchange  Commission.  Rubicon is an accredited  investor as that
term is defined in Rule 501 as promulgated under the Securities Act of 1933.

In  addition  to the  above  fee  arrangement,  Rubicon  shall  be  entitled  to
reimbursement  of all reasonable out of pocket  expenses  incurred by Rubicon in
the performance of its obligations hereunder upon submission to SHPI of adequate
supporting documents.  SHPI shall not be obliged to reimburse aggregate expenses
in excess of $25,000 without SHPI's prior written  consent.  Such expenses shall
be submitted to SHPI on a monthly basis and settled promptly.

This  agreement  may be  terminated  by SHPI or Rubicon upon thirty days written
notice.  Notwithstanding  any  termination of this  agreement,  Rubicon shall be
entitled to be paid its expenses to the date of termination.  In addition,  if a
Transaction  is consummated  within one year  following the  termination of this
agreement  with any entity whom the parties  had  mutually  agreed in writing to
approach  with a view to completing a  Transaction,  then SHPI shall pay Rubicon
the full amount of fee which would have been payable if a  Transaction  had been
completed during the term of this agreement.

SHPI agrees to indemnify and hold harmless Rubicon and each person that controls
Rubicon  within  the  meaning of  Section  15 of the  Securities  Act of 1933 or
Section 20 of the  Securities  Exchange Act of 1934 and the  respective  agents,
employees,  attorneys,  officers and directors of each of the foregoing from and
against any and all losses, claims, damages, judgments, liabilities and expenses
(including  the  reasonable  fees and expenses of counsel and other  expenses in
connection with  investigating,  defending,  preparing to defend or testify with
respect to or  settling  any such  action or claim) as they are  incurred to the
extent   they  arise  out  of  or  are  based   upon  the   SHPI's   negligence,
misrepresentations,   unauthorized  representations,  violations  of  applicable
securities laws, regulatory violations or other misconduct of SHPI.

Rubicon  agrees to indemnify  and hold harmless the Company and each person that
controls the Company  within the meaning of Section 15 of the  Securities Act of
1933 or Section 20 of the  Securities  Exchange  Act of 1934 and the  respective
agents,  employees,  attorneys,  officers and directors of each of the foregoing
from and against any and all losses, claims, damages, judgments, liabilities and
expenses  (including  the  reasonable  fees and  expenses  of counsel  and other
expenses in connection  with  investigating,  defending,  preparing to defend or
testify  with  respect  to or  settling  any such  action  or claim) as they are
incurred  to the  extent  they  arise  out of or are  based  upon the  Rubicon's
negligence,  misrepresentations,  unauthorized

                                   Page 3 of 4
<PAGE>

representations, violations of applicable securities laws, regulatory violations
or other misconduct of Rubicon.

The interpretation and construction of this agreement,  and all matters relating
thereto,  shall be governed by the laws of the State of Utah  without  regard to
Utah's  Conflict of Law laws.  Any judicial  proceeding  brought to enforce this
agreement,  or any matter related  thereto,  shall be brought in the appropriate
courts for Davis County, State of Utah or the appropriate United States District
Court located in the State of Utah. By execution of this  agreement,  each party
accepts and agrees to the exclusive  jurisdiction  of the  aforesaid  courts and
irrevocably  agrees to be bound by any judgment  rendered  thereby in connection
with this Agreement.

The parties are and shall be independent contractors to one another, and nothing
herein shall be deemed to cause this agreement to create an agency, partnership,
or joint  venture  between  the  parties.  Nothing  in this  agreement  shall be
interpreted  or  construed  as  creating or  establishing  the  relationship  of
employer and employee between the parties hereto.

Please confirm the foregoing is in accordance with your understanding by signing
and returning to us the enclosed duplicate of this letter.

                                            Very truly yours,

                                            RUBICON INTERNATIONAL LIMITED

                                            By   /s/
                                                 -----------------------------
                                            Its: Vice President


AGREED AND ACCEPTED this 8th day of February, 2000.
SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.


By  /s/ David Robinson
    ---------------------
Its: President


                                   Page 4 of 4