DEVELOPMENT AND LICENSE AGREEMENT

         THIS DEVELOPMENT AND LICENSE AGREEMENT (the "Agreement") is made by and
between TYCO HEALTHCARE GROUP LP, a Delaware  Partnership having an office at 15
Hampshire Street,  Mansfield,  Massachusetts  02048 (hereinafter  "Kendall") and
SAFETY SYRINGE  CORPORATION  (hereinafter  "SSC"), a corporation of the State of
Utah and wholly owned subsidiary of Specialized  Health Products  International,
Inc. ("SHPI") having an office at 585 West 500 South,  Bountiful,  Utah 84010 is
to be  effective as of the last date of approval by both the Boards of Directors
of SSC and Tyco International  Ltd.  (hereinafter  "Effective Date").  Documents
evidencing the dates of approval of this Agreement by the Boards of Directors is
attached  and  incorporated  hereto.  Kendall and SSC shall from time to time be
referred individually as a Party or collectively as the Parties.

                              W I T N E S S E T H:

         WHEREAS, SSC is the owner of certain patent rights and know-how related
to its  FlexLoc(R) and ReLoc(TM)  syringe  products,  and in particular,  to the
product claimed in the patents listed on Exhibit 1.2;

         WHEREAS,  Specialized  Health Products,  Inc.  ("SHP"),  a wholly owned
subsidiary  of SHPI,  has granted  certain  license  rights under the patents to
third parties;

         WHEREAS,  Kendall  wishes  to  purchase  and SSC  desires  to assign to
Kendall all interest to patents and know-how  subject to such  licenses to third
parties and as otherwise described herein;

         WHEREAS,  Kendall  wishes to fund and desires that the Parties  jointly
undertake the development of a commercially viable syringe products as described
herein; and

         WHEREAS,  SSC and  Kendall  desire that such  syringe  products be made
available to the commercial markets.

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
herein contained, the Parties hereto agree as follows:

                             ARTICLE 1 - DEFINITIONS

         Where  used in this  Agreement,  the  following  terms  shall  have the
meanings attributed to them herein:

         1.1 The term  "Affiliate"  of a Party,  shall mean any company or other
legal entity, other than the Party, in whatever country organized,  controlling,
controlled by, or under common control with the Party.  The term "control"

                                  Page 1 of 22
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means the  possession,  direct or indirect,  of the power to direct or cause the
direction  of the  management  and  policies of an entity,  whether  through the
ownership of voting securities, by contract, or otherwise, and the term "entity"
includes a corporation or other entity.

         1.2 The term  "Patent  Rights"  shall mean (i) all patent  applications
filed in any  country  which  claim the benefit of the filing date of any of the
patents  or  applications  listed  on  Exhibit  1.2  including  all  continuing,
divisional,  and renewal  applications  thereof,  all patent  applications,  all
patents  which may be granted  thereon,  and all reissues,  re-examinations  and
extensions  thereof,  and  including all patents and patent  applications  which
later issue into  patents that are owned,  licensed  currently or at some future
time become  controlled by SSC having at least one Valid Claim  (defined  below)
which covers a Licensed  Product (also defined below);  and (ii) that portion of
Technical   Information   (defined   below)  which  comprises  all  patents  and
applications identified in Subparagraph 1.2 (i) containing one or more claims to
any invention that is part of the Licensed Products.

         1.3 The term "Licensed  Products"  shall mean (a) syringe  needle,  (b)
needle/syringe  connector,  (c) integral needle/syringe (d) product types listed
under  Included  Product Types and Included  Product  Categories in Exhibits 1.3
hereto  ("Included  Products"),  and (e) any syringe that product would, but for
the  assignment  made  herein,  infringe any Valid Claim  (defined  below) of an
issued patent included in Patent Rights.

         1.4 The term "Net Sales" shall mean the revenue received by Kendall,  a
sublicensee  or an Affiliate  from the sale of Licensed  Products to independent
third parties less the following  amounts:  i) reasonable  discounts,  including
cash  discounts,  or  rebates  actually  allowed  or  granted,  ii)  credits  or
allowances  actually  granted  upon  claims or returns  regardless  of the Party
requesting the return, iii) freight charges paid for delivery,  and iv) taxes or
other  governmental  charges levied on or measured by the invoice amount whether
absorbed by the billing or the billed Party.

         1.5 The term "Technical  Information" shall mean inventions,  know-how,
and trade  secrets  relating to Licensed  Products that are currently or at some
future time become owned,  licensed or controlled by SSC as well as improvements
thereof.

         1.6 The term "Valid Claim" shall mean a claim of an issued patent which
has not lapsed or become abandoned and which claim has not been declared invalid
or  unenforceable  by an  unappealed or  unappealable  decision or judgment of a
court of competent jurisdiction.

         1.7 The term  "Term" of the  Agreement  shall  mean the  period of time
commencing  on the  Effective  Date and ending on the date of the  expiration or
termination of the last to expire issued patent included in the Patent Rights.

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<PAGE>

                       ARTICLE 2 - ASSIGNMENT AND LICENSE

         2.1  Concurrently  with the  payment of the  $1,500,000  referenced  in
Subparagraph  3.1 a), SSC shall execute an assignment  using a copy of the forms
attached hereto as Exhibit 2.1,  irrevocably  transferring to Kendall all rights
title and interest to the Patent Rights and Technical Information.

         2.2 Kendall  acknowledges  that the rights granted in Paragraph 2.1 are
subject to a pre-existing  license  agreement  between SHP and Johnson & Johnson
Medical executed in December 1997, a copy of the publicly  available  version of
such  agreement is attached as Exhibit 2.2 (the "JJM  Agreement").  In the event
that the JJM  Agreement  terminates,  Kendall  will be given  the right of first
refusal to negotiate in good faith an expansion of the rights  granted herein to
cover the non-syringe products listed in the JJM Agreement.

         2.3 After  providing to SSC fifteen (15) days advanced  written notice,
Kendall has the right to assign Patent Rights and Technical  Information back to
SSC,  canceling any further unaccrued payment  obligations owed by Kendall after
that date. Such assignment  shall not release Kendall from its obligation to pay
SSC any amounts that accrued prior to the assignment.

         2.4 Kendall  agrees to grant and hereby does grant to SSC,  and any SSC
Affiliate  designated in writing by SSC, an exclusive,  royalty free,  worldwide
license,  with the right to sublicense  others, to make, have made, use and sell
products  identified  under  Excluded  Product  Categories in Exhibit 1.3 hereto
("Excluded  Products").  In the event  Kendall  decides to develop  any  product
defined  herein as Excluded  Product,  Kendall will notify SSC of its intent and
Kendall  will be given the right to  negotiate in good faith an expansion of the
rights  granted  herein to cover such  product,  assuming  SSC has the rights to
grant.

         2.5 In the event  there is any  dispute on as to  whether a  particular
products  falls  under the  designations  listed  in  Exhibit  1.3 as  "Included
Product" or  "Excluded  Product",  the Parties  agree to attempt to resolve such
dispute by  negotiations  between  executives  who have  authority to settle the
matter.  Any Party may give the other  Party  written  notice of any dispute not
resolved  in the normal  course of  business  together  with a request  that the
Parties meet and confer. Within twenty (20) days after delivery of the notice of
dispute, executives of both Parties shall meet at a mutually acceptable time and
place,  and thereafter as often as they reasonably  deem necessary,  to exchange
relevant  information  and to attempt to resolve the dispute.  If the matter has
not been  resolved  within  sixty  (60) days  after  delivery  of the  notice of
dispute, either Party may seek remedies at law.

                                  Page 3 of 22
<PAGE>

                               ARTICLE 3 - PAYMENT

         3.1 Kendall shall pay SSC:

         a)       one million five hundred thousand dollars  ($1,500,000) within
                  ten (10) days of the Effective Date;

         b)       one million five hundred thousand dollars  ($1,500,000) within
                  thirty  days  (30)  of the  earlier  occurrence  of  the  date
                  ("Effective  Commercial Sale Date") (i) on which Kendall sells
                  commercial  quantities  (e.g.,  8,000,000  product  units)  of
                  Licensed  Product which has been  manufactured  or (ii) thirty
                  (30) months from the Effective Date;

         c)       five  hundred  thousand  dollars  ($500,000)  of the fee  paid
                  pursuant to Paragraph  3.1 b) will be credited  toward  annual
                  royalty payment owed pursuant to Paragraph 3.1 d);

         d)       an annual royalty payment on Net Sales of Licensed Products by
                  Kendall and its Affiliates and licensees,  in the amount of **
                  percent (**%) on Licensed Products.

         3.2 Kendall  shall have a minimum  annual  royalty  obligation  of five
hundred thousand dollars  ($500,000) for year 1 ending on the first  anniversary
of the  Effective  Commercial  Sale  Date  and  one  million  dollars  per  year
($1,000,000)  for  the  subsequent  two  years  (hereinafter   "Minimum  Royalty
Period").

         3.3 In any year in which the royalty  that is provided for in Paragraph
3.1 d) does not meet or exceed the amount of the minimum  royalties set forth in
Paragraph 3.2, Kendall shall, with the payment made for that year, pay an amount
as additional  royalty  sufficient to bring the total royalties payable for such
year up to an amount equal to the minimum royalty required hereby.  Any payments
pursuant to this  Paragraph  3.3, shall be made within 60 days of the end of the
year in question.


         3.4 No  royalty  shall be  payable  on sales  of any  Licensed  Product
between Kendall and any Affiliate or licensee, and only one (1) royalty shall be
payable  hereunder  with respect to the sale of any one (1) Licensed  Product no
matter how many patents or claims may cover the Product.

         3.5  Kendall's  obligation  to pay  royalties in any given country with
respect to the sale of Licensed  Product shall  terminate upon expiration of the
last to expire  issued patent  included in Patent Rights  covering such Licensed
Product in given  country.  Unless  otherwise  mutually  agreed in writing,  the
parties will  prosecute the patent  applications  identified in Exhibit 9.1.

---------------
The "**" marks the  location  of  information  that has been  omitted  and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.

                                  Page 4 of 22
<PAGE>

         3.6 Kendall shall keep accurate  books and records of sales of Licensed
Products and of all  payments due SSC  hereunder.  Kendall  shall  contractually
obligate all Kendall  licensees of Licensed  Products to keep accurate books and
records  of  sales  of  Licensed  Products  and of all  data  necessary  for the
computation of royalties hereunder. Kendall shall deliver to SSC written reports
of Net Sales of Licensed Products for the calendar quarter in which the Licensed
Product was sold, on or before the sixtieth  (60th) day following the end of the
calendar quarter.  Such reports shall include a calculation of the royalties due
and be  accompanied  by payment of the monies due.  For  avoidance  of doubt the
calendar quarters end on March 31, June 30, September 30 and December 31.

         3.7 SSC shall  have the right to  nominate  an  independent  accountant
acceptable  to and  approved by Kendall who shall have access to Kendall  and/or
its  Affiliates'  and/or its  sublicensees  records during  reasonable  business
hours, upon executing an appropriate  confidentiality agreement, for the purpose
of verifying the royalty  payable as provided for in this  Agreement for the two
(2) preceding  years,  but this right may not be exercised more than once in any
year, and the accountant shall disclose to SSC only information  relating solely
to the  accuracy  of the  royalty  report  and  the  royalty  payments  made  in
accordance  with  this  Agreement.  Kendall  shall  impose  similar  contractual
obligations on its  sublicensees  to allow an independent  public  accountant to
inspect  the  sublicensee's  books and  records  to verify  payments  under such
sublicense.

         3.8  Royalty  payments  under  this  Agreement  shall be made in United
States dollars.

         3.9 Any sum required  under United  States tax laws, or the tax laws of
any other  country,  to be withheld by Kendall from  payments  shall be promptly
paid by Kendall to the  appropriate tax  authorities,  and Kendall shall furnish
SSC with  official  tax  receipts or other  appropriate  evidence  issued by the
appropriate  tax  authorities  sufficient  to enable  SSC to support a claim for
income tax credit in respect of any sum so withheld.

                      ARTICLE 4 - RESEARCH AND DEVELOPMENT

         4.1 During the Term of this  Agreement,  SSC and Kendall shall each use
reasonable  commercial efforts to develop the Licensed Products  consistent with
the project funding, product requirement documents, the development schedule and
projected  product  launch dates found in Exhibits 4.1, 4.2, 4.3 and 1.3 or such
other  specifications as may be mutually approved by the Parties.  Kendall shall
fund SSC for its development of the Licensed Products relative to FlexLoc(R) and
ReLoc(TM)  syringes up to a maximum  amount of ** ($**) in  accordance  with the
development  schedule  and key  project  milestones  found in Exhibit  4.1.  The
Parties agree that the development  funding may be amended by

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<PAGE>

the mutual written agreement of the Parties. Kendall agrees to keep SSC apprised
of its development and marketing efforts.

         4.2 SSC shall perform and be responsible for the design and development
of FlexLoc(R) and ReLoc(TM) products as described in the development schedule in
Exhibit 4.3 through the design  input and design  output  phases of the project.
Kendall  shall  be  responsible  for  design  verification,  design  validation,
regulatory  submissions and activities and bringing the product to market.  SSC,
at Kendall's expense, shall assist and cooperate with Kendall through the design
verification,  design  validation,  regulatory  submission  and  activities  and
bringing the products to market.  It is recognized  that the product funding and
project  development  schedules  set forth in Exhibit 4.1 and 4.3 are for ** for
each of FlexLoc(R) and ReLoc(TM) syringe needles.  This includes  preparation of
all applications to the United States Food and Drug  Administration,  whether by
application for premarket approval or 510(k) notification, or otherwise.

         4.3 Projected  product launch dates for other Included Products are set
forth in Exhibit 1.3. In the event an Included  Product is not  launched  within
one year of the  projected  launch date listed in Exhibit 1.3, then such product
shall  become an  Excluded  Product  unless  otherwise  agreed in writing by the
parties.

         4.4 When ReLoc(TM)is launched, Kendall agrees to provide **.

---------------
The "**" marks the  location  of  information  that has been  omitted  and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.

                                  Page 6 of 22
<PAGE>

         4.5 The  Parties  shall  attempt in good faith to resolve  any  dispute
relating to the development  effort by negotiations  between executives who have
authority to settle the controversy.  Any Party may give the other Party written
notice of any dispute not  resolved  in the normal  course of business  together
with a request that the Parties meet and confer.  Within  twenty (20) days after
delivery of the notice of dispute,  executives  of both Parties  shall meet at a
mutually  acceptable time and place,  and thereafter as often as they reasonably
deem necessary,  to exchange relevant  information and to attempt to resolve the
dispute.  If the  matter  has not been  resolved  within  sixty  (60) days after
delivery of the notice of dispute, either Party may seek remedies at law.

                       ARTICLE 5 - FUNDING OF DEVELOPMENT

         5.1 Funding under the  development  of the Licensed  Products  shall be
paid for by Kendall within 45 days of the date Kendall has reasonably determined
that SSC has met the monthly milestones  objectives set forth in Exhibit 4.1 and
has been invoiced by SSC or has otherwise been mutually agreed to by the Parties
in writing.

         5.2 Changes to the development schedule found in Exhibit 4.3 or the key
project  milestones and funding  schedule found in Exhibit 4.1 shall be proposed
in  writing  by either  Party and  adopted  as an  amendment  to the  respective
Exhibits only after receipt of written approval.

                   ARTICLE 6 - RESEARCH REPORTS AND OVERSIGHT

         6.1 The  Parties  shall  each  furnish  to the  other  written  monthly
informal reports on the progress of the development of the Licensed Products.

         6.2 The Parties  shall each name a key  Research  and  Development  and
marketing contact through which day-to-day  contact and  decision-making  may be
made and to facilitate  communication  between the Parties. Each Party will make
reasonable effort to timely respond to all questions and requests from the other
Party.  A key contact person may be changed from  time-to-time  by notifying the
other Party of the change in its key contact person.

                       ARTICLE 7 - PROPRIETARY INFORMATION

         All proprietary information of any Party to this Agreement disclosed to
another party in connection  with the  development of the Licensed  Products and
identified in writing and marked by the disclosing Party as confidential will be
treated by the receiving Party and its employees as confidential  throughout the
Term of this Agreement and for an additional five (5) years. The above-mentioned
obligation of  confidentiality  shall not apply to information which: (i) at

                                  Page 7 of 22
<PAGE>

the time of the  disclosure  was known to the  receiving  Party as  evidenced by
written   records  and  was  not   previously   subject  to  any  obligation  of
confidentiality; or (ii) was generally available to the public or otherwise part
of the public domain at the time of its disclosure;  or (iii) becomes  generally
available  to the  public  or  otherwise  part of the  public  domain  after its
disclosure  other than through an act of omission or commission of the receiving
Party in breach of this Agreement;  or (iv) becomes known to the receiving Party
by disclosure of a third party under no  obligation  of  confidentiality  to the
disclosing  Party; or (v) was  independently  developed by a Party, its agent or
Affiliate without reliance on the disclosed proprietary information.

                 ARTICLE 8 - OWNERSHIP OF TECHNICAL INFORMATION

         8.1 Each  Party  shall  own  title  to all  technical  information  and
inventions  created  solely  by  its  employees  and/or  contractors  after  the
Effective Date of this Agreement, except as provided in Paragraphs 1.2, 1.5, 2.1
and 8.2 below.


         8.2  Kendall and SSC will  jointly  own title to any and all  technical
information  and inventions  first  conceived  jointly or discovered  jointly by
Kendall's  employees and SSC's employees or personnel  during the performance of
the  development  of the  Licensed  Products.  SSC agrees to grant to Kendall an
exclusive  worldwide license on all rights to its jointly  conceived  inventions
relating to Licensed  Products on terms to be negotiated in good faith,  so long
as Kendall maintains ownership of the Patent Rights.  Kendall agrees to grant to
SSC an  exclusive  worldwide  license  on all  rights to its  jointly  conceived
inventions  relating to  Licensed  Products  on terms to be  negotiated  in good
faith, on inventions relating to Excluded Products.

         8.3 Each Party who retains  the  services  of a  consultant  to provide
technical  services in accordance  with the  development  effort should  require
their consultants to execute agreements  protecting the proprietory  information
of the other Party and assign all rights to intellectual  property in accordance
with the terms of this Agreement.

                           ARTICLE 9 - PATENT FILINGS

         9.1 Kendall  shall  prosecute  and maintain the Patent Rights unless it
elects to assign all rights and title of interest  of the Patent  Rights back to
SSC pursuant to Paragraph 2.3. For those patents and patent  applications listed
in  Exhibits  2.1 and 9.1,  which forms the basis of SSC's  preexisting  license
grants,  SSC shall  reimburse  Kendall for one half (1/2) of the patent filings,
prosecution  and  maintenance  costs  associated  therewith.   With  respect  to
attorneys  fees

                                  Page 8 of 22
<PAGE>

owing  pursuant  to this  Article  9, SSC  shall be liable  only for  reasonable
attorneys fees that are assessed on an hourly rate (not including overhead).

         9.2 Unless otherwise agreed, the parties agree that they will prosecute
the patent applications  identified in Exhibit 9.1 and SSC shall pay one-half of
Kendall's   patent   filing,   prosecution   and   maintenance   costs  in  such
jurisdictions.  SSC shall identify those  additional  jurisdictions  outside the
United States where it would like Kendall to file, prosecute and maintain patent
protection with regard to patents and patent applications that are not listed in
Exhibit 9.1. If Kendall plans to sell Licensed  Products in such  jurisdictions,
then SSC shall pay one-half (1/2) of Kendall's  patent filings,  prosecution and
maintenance  costs in those  foreign  jurisdictions  approved by  Kendall.  Such
applications shall be filed and prosecuted  utilizing patent counsel selected by
Kendall.   Should  Kendall  elect  not  to  file  such  patent   application  or
applications in  jurisdictions  other than those  identified in Exhibit 9.1, SSC
may  elect to have  Kendall  file  and  prosecute  such  patent  application  or
applications  in  Kendall's  name  wherein  SSC will  reimburse  Kendall for all
related  costs.  Due to SSC experience in  prosecuting  the patent  applications
described Exhibit 9.1, SSC agrees, at Kendall's sole election, to provide patent
prosecution support, the cost of which shall be paid for in the ratios described
above.

         9.3 With respect to all patent  applications  referred to above, and to
the extent the Parties are able to do so, the Parties  shall  provide each other
with  reasonable  opportunity to advise the other and shall  cooperate with each
other in the prosecution of all patent applications and claims relating thereto.

                            ARTICLE 10 - INFRINGMENT

         10.1 In the event that there is  infringement  of the Patent  Rights or
Technical  Information  assigned to Kendall, the Parties shall notify each other
in writing to that effect.  During the ninety (90) day period after such notice,
Kendall will have the right,  but not the  obligation  to bring suit against the
alleged infringer. Kendall shall bear the expenses of any suit brought by it and
shall retain all damages or other monies  awarded or received in  settlement  of
such suit.  Kendall  shall have the final  decision on all  matters  relating to
litigation and any settlement  discussions.  SSC will use reasonable  efforts to
cooperate with Kendall in any such suit and shall have the right to consult with
Kendall and be represented by its own counsel at its own expense. All reasonable
costs incurred by SSC associated with providing such cooperation to Kendall will
be paid by Kendall.

         If, after the expiration of said ninety (90) days from the date of such
notice,  Kendall has not brought suit against a third party infringer,  then SSC
shall have the right  after such  ninety  (90) day  notice  period,  but not the
obligation,  to bring suit  against such  infringer  and join Kendall as a party
plaintiff  provided  that SSC shall bear all  expenses  of such suit.  SSC shall
retain all damages or other  monies  awarded or received in  settlement  of such
suit.  Kendall will  reasonably  attempt to  cooperate  with SSC in any suit for
infringement  of the  subject  patent  brought by SSC  against a third party and
shall  have  the  right  to  consult  with  SSC  and  to  participate  in and be
represented by independent  counsel in such  litigation at its own expense.  All
reasonable  costs incurred by Kendall  associated with providing  cooperation to
SSC shall be paid by SSC. Where it is necessary for SSC to have standing to file
the suit,  Kendall shall assign limited concurrent rights to the licensed Patent
Rights  for the terms of the suit.

         10.2 In the event SSC has decided to bring suit  against an  infringer,
it shall use reasonable  commercial  efforts to abate such  infringement.  It is
understood  that the term best efforts under this  Paragraph  10.2 shall include
the filing for  injunctive  relief and all other actions which could bring about
an early abatement of the infringing  activity.  Notwithstanding  the foregoing,
SSC shall not enter  into any  settlement  agreement,  or take any  position  in
litigation which adversely impacts Kendall's rights under this Agreement without
written consent by Kendall.

         During the period  commencing with Kendall's  filing of a complaint for
infringement  of the licensed  Patent  Rights or Technical  Information  (or the
Parties'  receipt  of a filed  complaint  from a third  party)  and  ending on a
court's issuance of a final non-appealable  decision or other termination of the
proceeding, Kendall's royalty obligation under Paragraph 3.1 d) shall be reduced
by fifty percent (50%) and Kendall's  obligation to pay a minimum annual royalty
under Paragraph 3.2 shall terminate.  Notwithstanding  the foregoing,  Kendall's
obligation to pay minimum royalties and any reduction in the royalty  obligation
shall not be  effective  until and unless  Kendall  has  determined  in its sole
discretion  and in good  faith that it's  ability  to market  and sell  Licensed
Product is materially affected by the alleged infringement.

         10.3 SSC  warrants  that it is  presently  aware of no patent or patent
applications   owned  by  a  third  party  which  would  present  any  issue  of
infringement by reason of the manufacture, use or sale of the Licensed Products.
In the event Kendall is charged with such infringement by a third party, Kendall
shall have the right to defend against such charge of  infringement,  and during
the period in which such litigation is pending,  Kendall shall have the right to
apply  up to  fifty  percent  (50%)  of the  royalties  due SSC on  sales of the
allegedly infringing Licensed Product against its litigation expenses.  If, as a
result of judgment in the  litigation or  settlement  with a third party without
litigation,  Kendall is required to pay  royalties or other monies to such third
party,  Kendall may  thereafter  deduct from the amount of royalties  due SSC on
unit sales of the Licensed  Product charged to infringe,  an amount which is the
lesser of all

                                  Page 9 of 22
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sums paid by Kendall to such third party,  or fifty percent (50%) of all royalty
payments otherwise payable to SSC on the Net Sales of such Licensed Product.

         10.4 With respect to SSC,  nothing in this Agreement shall be construed
as:

         (a)      A warranty  or  representation  that any  patent  applications
                  filed or that may be filed  disclosing and claiming any aspect
                  of the Included Products will mature into issued patents;

         or

         (b)      An obligation to bring,  defend or prosecute  actions or suits
                  against third parties for infringement of any Patent Rights.

         10.5 In the event of such infringement,  Kendall's remedies against SSC
shall be limited  to those  remedies  expressly  set forth in this  Article  10.

                          ARTICLE 11 - INDEMNIFICATION

         11.1 SSC agrees to indemnify Kendall, for all costs associated with any
claims, liabilities, suits or judgments arising out of SSC's preexisting license
of Patent Rights and Technical  Information to the thirds parties  identified in
Paragraph 2.2.

         11.2 Kendall agrees to indemnify SSC, for all costs associated with any
claims,  liabilities,  suits or judgments arising out of Kendall's use of Patent
Rights and Technical Information.

         11.3 Kendall assumes complete liability for and will indemnify and hold
SSC and its  Affiliates  harmless  against all  liabilities,  demands,  damages,
expenses,  or  losses,  including,  without  limitation,   reasonable  fees  for
attorneys,  expert witnesses and litigation  costs, and including costs incurred
in the  settlement  or avoidance of any such claim,  which result from or are in
connection with any claims of or in connection with any bodily injury (including
death) or property damage, by whomsoever such claim is made,  arising out of any
manufacture,  use, sale, or other  disposition by Kendall or its sublicensees or
its Affiliates of Included Products or processes.

         11.4 The  indemnification  and  assumptions  of liability  contained in
Paragraphs  11.1 and 11.2 shall  continue  in full  force and  effect  after the
termination of this Agreement.

                                 Page 10 of 22
<PAGE>

                            ARTICLE 12 - TERMINATION

         12.1  Upon any  material  breach  of or  material  default  under  this
Agreement by a Party, the other Party may terminate this Agreement by sixty (60)
days' written notice to the breaching Party.  Said notice shall become effective
at the end of such  period  unless  during such period the Party shall cure such
breach or default.  Upon such  termination,  Kendall  shall  transfer to SSC all
right, title and interest to the Patent Rights and Technical Information only if
Kendall terminates.

         12.2 Failure to terminate this Agreement following breach or failure to
comply  with  this  Agreement  shall  not  constitute  a waiver  of the  Party's
defenses,  rights or causes of action  arising from such or any future breach or
non-compliance.

         12.3 The  provisions  hereof  relating to the  Parties'  obligation  of
confidentiality shall survive the termination of this Agreement by five years.

                               ARTICLE 13 - NOTICE

         Any notices given under this Agreement shall be in writing and shall be
deemed delivered and effectively made as of the delivery date if hand-delivered,
or it by telecopy or over night airmail, courier the business day the sender has
written  confirmation such telecopy or overnight  package was received,  or when
sent by First Class mail,  postage prepaid,  addressed to the Parties as follows
(or at such other addresses as the Parties may notify each other in writing four
business days following deposit in the mail:

                                 To Kendall

                                      Tyco Healthcare Group LP
                                      Attn: Vice President Intellectual Property
                                      15 Hampshire Street
                                      Mansfield, MA  02048

                                 To SSC

                                      Safety Syringe Corporation
                                      Attn: President
                                      585 West 500 South
                                      Bountiful, Utah 84101

                                      With a copy to:

                                      Eric L. Robinson
                                      Blackburn & Stoll, LC
                                      77 West 200 South, Suite 400
                                      Salt Lake City, Utah 84101

                                 Page 11 of 22
<PAGE>

                              ARTICLE 14 - GENERAL

         14.1 No Party to this  Agreement  shall  employ  or use the name of the
other  Party in any  promotional  materials  or  advertising  without  the prior
express written permission of such other party. Nothing herein,  however,  shall
limit  the  Parties'  right to  disclose  material  information  or to make such
disclosures as are required by applicable law.

         14.2 SSC and Kendall each for all purposes  related to this  Agreement,
shall be deemed an  independent  contractors  of the other,  and nothing in this
Agreement shall be deemed to create a relationship  of employment or agency,  or
to constitute SSC and Kendall as partners or joint ventures.

         14.3  Each  Party  hereto   acknowledges   and  agrees:   (i)  that  no
representation  or promise not  expressly  contained in this  Agreement has been
made  by  the  other  Party   hereto  or  by  any  of  its  agents,   employees,
representatives  or attorneys  concerning the subject matter of this  Agreement;
(ii)  that  this  Agreement  is not  being  entered  into on the  basis of or in
reliance  on, any promise or  representation,  express or implied,  covering the
subject  matter  hereof  other than those which are set forth  expressly in this
Agreement;  and (iii) that each Party has had the  opportunity to be represented
by counsel of its own choice in this matter,  including  during the negotiations
which preceded the execution of this Agreement.

         14.4 SSC warrants and  represents  that is has the full right and power
to make the promises and grant the  licenses  set forth in this  Agreement,  and
that  there  are no  outstanding  agreements,  assignments  or  encumbrances  in
existence  inconsistent  with the  provisions  of this  Agreement.  SSC  further
warrants and represents  that, to the best of its  knowledge,  the Patent Rights
are valid  and SSC has  followed  all  material  and  applicable  patent  rules,
procedures  and laws in  countries  where one or more of the Patent  Rights have
been filed or have issued.

         Kendall warrants and represents that it has the full right and power to
make the promises set forth in this Agreement, and that there are no outstanding
agreements,  assignments  or  encumbrances  in existence  inconsistent  with the
provisions of this  Agreement.

         14.5 No Party shall be liable for any failure to perform as required by
this  Agreement,  to the extent such  failure to perform is caused by any reason
beyond  the  Party's  control,  or by  reason  of any of  the  following:  labor
disturbances  or  disputes  of any  kind,  accidents,  failure  of any  required
governmental approval, civil

                                 Page 12 of 22
<PAGE>

disorders,  acts of  aggression,  acts  of God,  energy  or  other  conversation
measures,  failure of  utilities,  mechanical  breakdowns,  material  shortages,
disease, or similar occurrences.

         14.6 No Party hereto  shall  assign this  Agreement to any other person
without  the  prior  written  consent  of the  other  Party,  and any  purported
assignment without such consent shall be void;  provided,  however,  that either
party  may  assign  this  Agreement  to a  successor  in  ownership  of  all  or
substantially  all of its  business  assets  to which  this  Agreement  pertains
whether  by sale of  assets,  merger,  consolidation  or  otherwise.  Any  other
purported assignment shall be void. This Agreement shall be a binding obligation
of the heirs,  successors  and  permitted  assigns  of all the right,  title and
interest of each party hereto.  Notwithstanding the foregoing, the Parties shall
have the right to assign the  Agreement to an  Affiliate  of such Party  without
written consent.

         14.7 In the  event  that a court of  competent  jurisdiction  holds any
provision of this Agreement to be invalid,  such holding shall have no effect on
the remaining  provisions  of this  Agreement,  and they shall  continue in full
force and effect.

         14.8  This  Agreement  and  the  Exhibits  hereto  contain  the  entire
Agreement between the Parties.  No amendments or modifications to this Agreement
or the attached Exhibits shall be effective unless made in writing and signed by
an authorized representative of both parties.

         14.9 This  Agreement  shall be governed by and  construed in accordance
with the laws of the State of Delaware.  IN WITNESS WHEREOF,  the Parties hereto
have   executed   this   Agreement   by  their  duly   authorized   officers  or
representatives.

SAFETY SYRINGE CORPORATION                 TYCO HEALTHCARE GROUP LP

By   /s/ David A. Robinson                 By  /s/
  ------------------------                     --------------------------------
Its: President                                 Its: President of Kendall Co
Date November 5, 1999                          Date November 10,1999

                                 Page 13 of 22
<PAGE>
                                   EXHIBIT 1.2

FlexLoc(R) Technology Patents

                  SHP File #:                                 SHP002.CP9
                  Patent #:                                   5,823,997
                  Issue Date:                                 10/20/98

                  SHP File #:                                 SHP002.C9C
                  Patent Application Serial #:                5,823,997
                  Date of Allowance                           02/03/99

                                 Page 14 of 22
<PAGE>

                                   EXHIBIT 1.3

Included Product Types

**

Included Product Categories                          Product Launch Date

**                                                   **

The following trademarks are included in Licensed Products:

Included Trademarks
o        FlexLoc(R)
o        ReLoc(TM)

The  following is a exclusive  list of products that are  specifically  excluded
from Licensed Products:

Excluded Product Categories

**

---------------
The "**" marks the  location  of  information  that has been  omitted  and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.

                                 Page 15 of 22
<PAGE>

                                   EXHIBIT 2.1

                                   ASSIGNMENT

         SAFETY SYRINGE  CORPORATION (the Assignor),  a corporation of the State
of  Utah  and  wholly  owned   subsidiary   of   Specialized   Health   Products
International,  Inc.  having an office at 585 West 500  South,  Bountiful,  Utah
84010  currently  is assigned  the entire  right,  title and interest to MEDICAL
NEEDLE  SAFETY  APPARATUS AND METHODS,  U.S.  Patent  Number  5,823,997,  Issued
October 20, 1999, hereinafter called the "invention."

         TYCO HEALTHCARE GROUP LP (the Assignee),  a Delaware Partnership having
an office at 15 Hampshire Street,  Mansfield,  Massachusetts  02048,  desires to
secure the entire right, title and interest in said invention.

         In consideration  of $1.00 and other goods and valuable  considerations
paid to the Assignor by the Assignee,  the receipt and  sufficiency  of which is
hereby acknowledged, IT IS HEREBY ASSIGNED TO THE ASSIGNEE:

         The entire  right,  title and  interest  in said  invention  and in the
above-identified  United  States  Patent,  and  reissues or extension of Letters
Patent or Patents granted thereon,  and in all corresponding  applications filed
in countries foreign to the United States, and in all patents issuing thereon in
the United States and foreign countries.

         It  is  hereby   authorized   and  requested  that  the  United  States
Commissioner of Patents and such Patent Office Officials in foreign countries as
are duly authorized by their patent laws to issue patents,  to issue any and all
patents of said  invention to the Assignee as the owner of the entire  interest,
for the sole use and behoof of the said Assignee,  its  successors,  assigns and
legal representatives.

         This assignment and agreement shall be binding upon the heirs and legal
representatives of the Assignor.

                                          Signed _________________________(L.S.)

STATE OF _________   )
                        : ss.
COUNTY OF ________   )

         On    __________,     19____,    before    me    personally    appeared
________________________  known to me to be the person  described and who signed
the annexed  assignment in my presence and acknowledge under oath before me that
he has read the same and knows the  contents  thereof and that he  executed  the
same as his free act and deed and for the purposes set forth therein.

(SEAL)                                         ________________________________
                                               Notary Public

                                 Page 16 of 22
<PAGE>

                                   ASSIGNMENT

         SAFETY SYRINGE  CORPORATION (the Assignor),  a corporation of the State
of  Utah  and  wholly  owned   subsidiary   of   Specialized   Health   Products
International,  Inc.  having an office at 585 West 500  South,  Bountiful,  Utah
84010  currently  is assigned  the entire  right,  title and interest to MEDICAL
NEEDLE SAFETY APPARATUS AND METHODS, hereinafter called the "invention."

         Preferred  embodiments  of said  invention  are  disclosed  in a United
States patent  application  heretofore  executed,  now identified as U.S. Patent
Application  Number  09/118,624,  filed  July 17,  1998,  and which was  allowed
February 3, 1999 with issue fees having been duly in full paid April 5, 1999.

         TYCO HEALTHCARE GROUP LP (the Assignee),  a Delaware Partnership having
an office at 15 Hampshire  Street,  Mansfield,  Massachusetts  02048,  desire to
secure the entire right, title and interest in said invention.

         In consideration  of $1.00 and other goods and valuable  considerations
paid to the Assignor by the Assignee,  the receipt and  sufficiency  of which is
hereby acknowledged, IT IS HEREBY ASSIGNED TO THE ASSIGNEE:

                  The entire right,  title and interest in said invention and in
         the above-identified United States Patent application,  and reissues or
         extension  of Letters  Patent or Patents  granted  thereon,  and in all
         corresponding  applications  filed in  countries  foreign to the United
         States,  and in all patents  issuing  thereon in the United  States and
         foreign countries.

         It  is  hereby   authorized   and  requested  that  the  United  States
Commissioner of Patents and such Patent Office Officials in foreign countries as
are duly authorized by their patent laws to issue patents,  to issue any and all
patents of said  invention to the Assignee as the owner of the entire  interest,
for the sole use and behoof of the said Assignee,  its  successors,  assigns and
legal representatives.

         This assignment and agreement shall be binding upon the heirs and legal
representatives of the Assignor.

                                          Signed _________________________(L.S.)

STATE OF _________         )
                           : ss.
COUNTY OF ________         )

         On    __________,     19____,    before    me    personally    appeared
________________________  known to me to be the person  described and who signed
the annexed  assignment in my presence and acknowledge under oath before me that
he has read the same and knows the  contents  thereof and that he  executed  the
same as his free act and deed and for the purposes set forth therein.

(SEAL)                                       ________________________________
                                             Notary Public

                                 Page 17 of 22
<PAGE>

                                   EXHIBIT 2.2

                                    (omitted)

                                 Page 18 of 22
<PAGE>

                                   EXHIBIT 4.1

               FUNDING SCHEDULE FOR DEVELOPMENT OF FLEXLOC & RELOC

**




---------------
The "**" marks the location of  approximately  two pages of information that has
been omitted and filed  separately  with the Securities and Exchange  Commission
pursuant to a request for confidential treatment.

                                 Page 19 of 22
<PAGE>

                                   EXHIBIT 4.2

                        PRODUCT REQUIREMENTS/DESIGN GOALS

**

---------------
The "**" marks the location of  approximately  two pages of information that has
been omitted and filed  separately  with the Securities and Exchange  Commission
pursuant to a request for confidential treatment.

                                 Page 20 of 22
<PAGE>

                                   EXHIBIT 4.3

                              DEVELOPMENT SCHEDULE

**


---------------
The "**" marks the location of  approximately  two pages of information that has
been omitted and filed  separately  with the Securities and Exchange  Commission
pursuant to a request for confidential treatment.

                                 Page 21 of 22
<PAGE>

                                   EXHIBIT 9.1

**


---------------
The "**" marks the location of  approximately  one page of information  that has
been omitted and filed  separately  with the Securities and Exchange  Commission
pursuant to a request for confidential treatment.

                                 Page 22 of 22