SERIES "F" WARRANTS

THE WARRANTS  REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON
EXERCISE  OF THE  WARRANTS  HAVE NOT BEEN  REGISTERED  OR  QUALIFIED  UNDER  THE
SECURITIES  ACT OF 1933 OR THE  SECURITIES OR BLUE SKY LAWS OF ANY STATE AND MAY
BE OFFERED  AND SOLD ONLY IF  REGISTERED  AND  QUALIFIED  PURSUANT  TO  RELEVANT
PROVISIONS  OF FEDERAL AND STATE  SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION
FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.

                    SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.

                 Incorporated Under the Laws of the State of Delaware

No. F - _________                                _________ Series F Common Stock
                                                               Purchase Warrants

                     CERTIFICATE FOR SERIES "F" COMMON STOCK
                                PURCHASE WARRANTS

         1. Warrant.  This Warrant  Certificate  certifies  that , or registered
assigns  (the  "Registered  Holder"),  is the  registered  owner  of  the  above
indicated  number of Warrants  expiring on the  Expiration  Date, as hereinafter
defined.  One (1) Warrant  entitles  the  Registered  Holder to purchase one (1)
share of the common stock,  $.02 par value (a "Share"),  of  Specialized  Health
Products International,  Inc., a Delaware corporation (the "Company"),  from the
Company at a purchase price of One Dollar and Fifty Cents ($1.50) (the "Exercise
Price") at any time during the Exercise  Period,  as hereinafter  defined,  upon
surrender  of this  Warrant  Certificate  with the  exercise  form  hereon  duly
completed and executed and  accompanied  by payment of the Exercise Price at the
principal office of the Company.

         Upon  due   presentment  for  transfer  or  exchange  of  this  Warrant
Certificate at the principal office of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued in exchange for this Warrant Certificate, subject to
the limitations  provided herein, upon payment of any tax or governmental charge
imposed in  connection  with such  transfer.  Subject to the terms  hereof,  the
Company   shall  deliver   Warrant   Certificates   in  required   whole  number
denominations to Registered  Holders in connection with any transfer or exchange
permitted hereunder.

         2. Restrictive  Legend.  Each Warrant  Certificate and each certificate
representing  Shares issued upon  exercise of a Warrant,  unless such Shares are
then

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registered under the Securities Act of 1933, as amended (the "Act"),  shall bear
a legend in substantially the following form:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES OR BLUE
         SKY LAWS OF ANY STATE AND MAY BE  OFFERED  AND SOLD ONLY IF  REGISTERED
         AND  QUALIFIED  PURSUANT  TO RELEVANT  PROVISIONS  OF FEDERAL AND STATE
         SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION  FROM SUCH  REGISTRATION
         OR QUALIFICATION IS APPLICABLE.

         3. Exercise. Subject to the terms hereof, the Warrant evidenced by this
Warrant  Certificate  may be exercised at the Exercise Price in whole or in part
at any time during the period (the "Exercise Period")  commencing on the date of
grant and  terminating  at the  close of  business  on  February  28,  2002 (the
"Expiration  Date").  The Exercise  Period may also be extended by the Company's
Board of Directors.

         A Warrant shall be deemed to have been exercised  immediately  prior to
the close of business on the date (the "Exercise  Date") of the surrender to the
Company at its principal  executive offices of this Warrant Certificate with the
exercise form attached hereto executed by the Registered  Holder and accompanied
by payment to the Company,  by wire  transfer,  or by official bank or certified
check,  of an amount equal to the aggregate  Exercise  Price, in lawful money of
the United States of America.

         The person  entitled to receive the Shares  issuable upon exercise of a
Warrant or Warrants  ("Warrant Shares") shall be treated for all purposes as the
holder of such Warrant  Shares as of the close of business on the Exercise Date.
The Company shall not be obligated to issue any  fractional  share  interests in
Warrant  Shares  issuable or deliverable on the exercise of any Warrant or scrip
or cash with respect  thereto,  and such right to a fractional share shall be of
no value whatsoever.  If more than one Warrant shall be exercised at one time by
the same Registered Holder, the number of full Shares which shall be issuable on
exercise  thereof shall be computed on the basis of the aggregate number of full
shares issuable on such exercise.

         Promptly,  and in any event within ten business days after the Exercise
Date,  the  Company  shall  cause to be issued  and  delivered  to the person or
persons  entitled to receive the same, a  certificate  or  certificates  for the
number of Warrant Shares deliverable on such exercise.

         The Company may deem and treat the Registered Holder of the Warrants at
any time as the absolute  owner thereof for all purposes,  and the Company shall
not be affected by any notice to the  contrary.  The Warrants  shall not entitle
the  Registered  Holder thereof to any of the rights of  shareholders  or to any
dividend  declared  on the  Shares  unless  the  Registered  Holder  shall  have
exercised  the  Warrants  and  thereby  purchased  the Warrant  Shares  prior to

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<PAGE>

the record  date for the  determination  of holders of Shares  entitled  to such
dividend or other right.

         4.  Reservation of Shares and Payment of Taxes.  The Company  covenants
that it will at all times reserve and have available from its authorized  Common
Stock  such  number of shares  as shall  then be  issuable  on the  exercise  of
outstanding Warrants.  The Company covenants that all Warrant Shares which shall
be so issuable shall be duly and validly issued,  fully paid and  nonassessable,
and free from all taxes, liens and charges with respect to the issue thereof.

         The Registered Holder shall pay all documentary, stamp or similar taxes
and other  government  charges that may be imposed with respect to the issuance,
transfer or delivery of any Warrant  Shares on exercise of the Warrants.  In the
event the Warrant  Shares are to be  delivered  in a name other than the name of
the Registered Holder of the Warrant Certificate, no such delivery shall be made
unless the person  requesting  the same has paid the amount of any such taxes or
charges incident thereto.

         5.   Registration  of  Transfer.   The  Warrant   Certificates  may  be
transferred  in whole or in part,  provided any such transfer  complies with all
applicable  federal and state  securities laws and, if requested by the Company,
the  Registered  Holder  delivers  to the  Company an opinion of counsel to that
effect,  in form and substance  reasonably  acceptable  to the Company.  Warrant
Certificates  to be  transferred  shall be  surrendered  to the  Company  at its
principal  office.  The  Company  shall  execute,  issue and deliver in exchange
therefor the Warrant  Certificate or  Certificates  which the Registered  Holder
making the transfer shall be entitled to receive.

         The Company shall keep transfer books at its principal office or at the
office of its warrant agent which shall register  Warrant  Certificates  and the
transfer thereof. On due presentment of any Warrant Certificate for registration
of transfer at such office, the Company shall execute,  issue and deliver to the
transferee or transferees a new Warrant Certificate or Certificates representing
an equal aggregate number of Warrants.  All Warrant  Certificates  presented for
registration of transfer or exercise shall be duly endorsed or be accompanied by
a written  instrument or  instruments  of transfer in form  satisfactory  to the
Company. The Company may require payment of a sum sufficient to cover any tax or
other government charge that may be imposed in connection therewith.

         All Warrant  Certificates so surrendered,  or surrendered for exercise,
or for exchange in case of  mutilated  Warrant  Certificates,  shall be promptly
cancelled  by the Company  and  thereafter  retained  by the  Company  until the
Expiration Date. Prior to due presentment for registration of transfer  thereof,
the Company may treat the  Registered  Holder of any Warrant  Certificate as the
absolute  owner thereof  (notwithstanding  any notations of ownership or writing
thereon made by anyone  other than the  Company),  and the Company  shall not be
affected by any notice to the contrary.

         6.  Loss  or  Mutilation.   On  receipt  by  the  Company  of  evidence
satisfactory  as to the  ownership  of  and  the  loss,  theft,  destruction  or
mutilation  of this Warrant  Certificate,

                                       3
<PAGE>

the  Company  shall  execute  and  deliver,  in  lieu  thereof,  a  new  Warrant
Certificate  representing an equal aggregate number of Warrants.  In the case of
loss, theft or destruction of any Warrant Certificate, the individual requesting
issuance of a new Warrant Certificate shall be required to indemnify the Company
in an amount  satisfactory to the Company. In the event a Warrant Certificate is
mutilated,  such  Certificate  shall be surrendered  and canceled by the Company
prior to  delivery of a new Warrant  Certificate.  Applicants  for a new Warrant
Certificate  shall also  comply with such other  regulations  and pay such other
reasonable charges as the Company may prescribe.

         7.  Adjustment of Shares.  The number and kind of  securities  issuable
upon exercise of a Warrant shall be subject to adjustment from time to time upon
the happening of certain events, as follows:

                  (a)  Stock  Splits,   Stock  Combinations  and  Certain  Stock
         Dividends.  If the Company  shall at any time  subdivide or combine its
         outstanding Shares, or declare a dividend in Shares or other securities
         of the Company  convertible  into or exchangeable for Shares, a Warrant
         shall,  after such  subdivision or combination or after the record date
         for such dividend,  be exercisable  for that number of Shares and other
         securities of the Company that the  Registered  Holder would have owned
         immediately after such event had the Warrant been exercised immediately
         before such event. Any adjustment under this Section 7 (a) shall become
         effective  at the  close  of  business  on the  date  the  subdivision,
         combination or dividend becomes effective.

                  (b) Adjustment for Reorganization,  Consolidation,  Merger. In
         case of any reorganization of the Company (or any other corporation the
         stock or other  securities  of which  are at the time  receivable  upon
         exercise  of a  Warrant)  or in case the  Company  (or any  such  other
         corporation)  shall  merge  into or with or  consolidate  with  another
         corporation or convey all or substantially all of its assets to another
         corporation  or  enter  into a  business  combination  of any form as a
         result of which the Shares or other securities receivable upon exercise
         of a Warrant are  converted  into other stock or securities of the same
         or  another  corporation,  then and in each such case,  the  Registered
         Holder of a Warrant,  upon  exercise of the purchase  right at any time
         after the consummation of such reorganization,  consolidation,  merger,
         conveyance or combination, shall be entitled to receive, in lieu of the
         Shares or other  securities to which such Registered  Holder would have
         been entitled had he exercised  the purchase  right  immediately  prior
         thereto,  such stock and securities which such Registered  Holder would
         have owned  immediately after such event had the Warrant been exercised
         immediately prior to such event.

         In the  event  that  any  of  the  foregoing  occurs,  a  corresponding
adjustment  to the exercise  price of the Warrant shall be made. In each case of
an adjustment in the exercise price or the number of Shares or other  securities
receivable upon the exercise of a Warrant, the Company shall promptly notify the
Registered Holder of such adjustment. Such notice shall set forth the facts upon
which such adjustment is based.

                                       4
<PAGE>

         8. Reduction in Exercise Price at Company's Option. The Company's Board
of  Directors  may, at its sole  discretion,  reduce the  Exercise  Price of the
Warrants  in  effect  at any time  either  for the life of the  Warrants  or any
shorter  period of time  determined  by the Company's  Board of  Directors.  The
Company shall promptly  notify the  Registered  Holders of any such reduction in
the Exercise Price.

         9.  Notices.  All notices,  demands,  elections,  or requests  (however
characterized  or described)  required or authorized  hereunder  shall be deemed
given  sufficiently  if in writing and sent by  registered  or  certified  mail,
return receipt requested and postage prepaid, or by facsimile or telegram to the
Company, at its principal executive office, and to the Registered Holder, at the
address of such holder as set forth on the books maintained by the Company.

         10. General Provisions. This Warrant Certificate shall be construed and
enforced in accordance with, and governed by, the laws of the State of Delaware.
Except  as  otherwise  expressly  stated  herein,  time  is of  the  essence  in
performing  hereunder.   The  headings  of  this  Warrant  Certificate  are  for
convenience  in  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof.

         IN WITNESS WHEREOF,  the Company has caused this Warrant Certificate to
be duly executed as of the ____ day of ________, 2001.

SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.



By _________________________________           By ______________________________
     Secretary                                      President

                                       5
<PAGE>

         SPECIALIZED HEALTH PRODUCTS INTERNATIONAL, INC.

         The following  abbreviations,  when used in the inscription on the face
of this  instrument,  shall be construed as though they were written out in full
according to applicable laws or regulations:

         TEN COM - as tenants in common
         TEN ENT - as tenants by the entireties
         JR TEN - as joint tenants with right of survivorship and not as tenants
                  in common
         UNIF TRANS MIN ACT - ____________ (Custodian for Minor) as
                              custodian for __________ (name of minor) under the
                              Uniform Transfers to Minors Act

Additional abbreviations may also be used though not in the above list.

<PAGE>

                               FORM OF ASSIGNMENT

              (To be Executed by the Registered Holder if He or She
                   Desires to Assign Warrants Evidenced by the
                           Within Warrant Certificate)

         FOR VALUE RECEIVED  ___________________________  hereby sells,  assigns
and  transfers  unto   _____________________________   _________________________
(_______) Warrants, evidenced by the within Warrant Certificate, and does hereby
irrevocably  constitute  and  appoint  _____________________  __________________
Attorney  to  transfer  the  said  Warrants  evidenced  by  the  within  Warrant
Certificates on the books of the Company, with full power of substitution.

Dated:____________________                      _____________________________
                                                         Signature

         Notice:  The above  signature must  correspond with the name as written
                  upon the face of the Warrant  Certificate in every particular,
                  without alteration or enlargement or any change whatsoever.

Signature Guaranteed:  __________________________________________


SIGNATURE  MUST BE GUARANTEED BY A COMMERCIAL  BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING  STOCK  EXCHANGES:  NEW  YORK  STOCK  EXCHANGE,  PACIFIC  COAST  STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.

<PAGE>

                          FORM OF ELECTION TO PURCHASE

              (To be Executed by the Holder if Holder Desires to Exercise
                    Warrants Evidenced by the Warrant Certificate)

To Specialized Health Products International, Inc.

         The    undersigned    hereby    irrevocably    elects    to    exercise
___________________________  (______) Warrants,  evidenced by the within Warrant
Certificate  for,  and to  purchase  thereunder,  _____________  _______________
(______) full shares of Common Stock issuable upon exercise of said Warrants and
delivery of $_________ and any applicable taxes.

         The undersigned requests that certificates for such shares be issued in
the name of:

PLEASE INSERT SOCIAL
SECURITY OR TAX
IDENTIFICATION NUMBER

______________________________________
(Please print name and address

________________________________________________________________________________

________________________________________________________________________________

         If said number of Warrants  shall not be all the Warrants  evidenced by
the within  Warrant  Certificate,  the  undersigned  requests that a new Warrant
Certificate  evidencing  the  Warrants not so exercised be issued in the name of
and delivered to:

________________________________________________________________________________
                            (Please print name and address)

________________________________________________________________________________


________________________________________________________________________________
                       (SIGNATURES CONTINUED ON FOLLOWING PAGE)

<PAGE>

Dated: _____________________________
Signature:__________________________

NOTICE:           The above  signature must  correspond with the name as written
                  upon  the  face of the  within  Warrant  Certificate  in every
                  particular,  without  alteration or  enlargement or any change
                  whatsoever,  or if  signed  by any  other  person  the Form of
                  Assignment hereon must be duly executed and if the certificate
                  representing   the   shares   or   any   Warrant   Certificate
                  representing  Warrants not  exercised is to be registered in a
                  name other than that in which the within  Warrant  Certificate
                  is  registered,  the  signature  of the holder  hereof must be
                  guaranteed.

Signature Guaranteed:  ___________________________________________


SIGNATURE  MUST BE GUARANTEED BY A COMMERCIAL  BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING  STOCK  EXCHANGES:  NEW  YORK  STOCK  EXCHANGE,  PACIFIC  COAST  STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.