Exhibit
      10.45

    


    AMENDMENT
      TO RESTRICTED STOCK AGREEMENT

     

    This
      Amendment (this “Amendment”)
      to the
      Restricted Stock Agreement dated ________, 200_ (the “Restricted
      Stock Agreement”)
      issued
      under the 2004 Stock Incentive Plan (the “Plan”)
      by
      Specialized Health Products International, Inc. (the “Company”)
      to
      [NAME OF EMPLOYEE OR DIRECTOR] (the “Holder”),
      is
      effective this __th
      day of
      March, 2008.

     

    RECITALS

     

    WHEREAS,
      the Company has issued shares of its common stock to the Holder pursuant to
      the
      Restricted Stock Agreement; 

     

    WHEREAS,
      the Restricted Stock Agreement was granted pursuant to, and is subject to,
      the
      terms of the Plan where such terms do not conflict with the terms of the
      Restricted Stock Agreement;

     

    WHEREAS,
      Section 3(c)(v) of the Plan and Section 12 of the Plan provide that the
      Restricted Stock Agreement may be amended or altered by a committee appointed
      by
      the Board of Directors of the Company (the “Board”)
      without consent of the participant if such amendment or alteration would not
      impair the rights of such participant; however, if the amendment or alteration
      would impair the rights of the participants no consent is required if the
      committee determines in its sole discretion that such amendment or alteration
      either (i) is required or advisable in order for the Company, the Plan or the
      award to satisfy any law or regulation or to meet the requirements of any
      accounting standard, or (ii) is not reasonably likely to significantly diminish
      the benefits provided under such award, or that any such diminishment has been
      adequately compensated;

     

    WHEREAS,
      the Board has appointed the Compensation Committee to administer the Plan;
      and

     

    WHEREAS,
      the Compensation Committee desires to amend the Restricted Stock Agreement
      to
      accelerate vesting upon a Change of Control of the Company in a manner that
      does
      not impair the rights of the Holder or, in the alternative, has been adequately
      compensated.

     

    NOW,
      THEREFORE, the Compensation Committee deems it necessary and desirable to amend
      the Restricted Stock Agreement as follows:

     

    
      	 	
              1.

            	
              Section
                3.2 of the Restricted Stock Agreement is hereby amended and restated
                to
                read in its entirety as follows:

            


    

     

    “Vesting.
      All of
      the Shares are unvested and will become vested for purposes of the Plan over
      three years, with 33.3% of the Shares vesting in three equal installments on
      each subsequent annual anniversary of the date on which the Shares were granted.
      Notwithstanding the foregoing, the Shares will immediately vest in full upon
      a
      Change in Control of the Company.”

     

    
      	 	
              2.

            	
              All
                other terms and conditions of the Restricted Stock Agreement remain
                in
                full force and effect.

            


    

     

    
      	 	
              3.

            	
              This
                Amendment, the Restricted Stock Agreement and the Plan contain the
                entire
                understanding of the parties with respect to the subject matter hereof
                and
                thereof, and supersede in all respects any and all prior oral or
                written
                agreements or understandings.

            


    

     

    
      	 	
              4.

            	
              Unless
                otherwise defined herein, capitalized terms used in this Amendment
                shall
                have the meanings given such terms in the
                Plan.

            


    

     

    [signature
      page follows]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      Company has executed this Amendment as of the date set forth in the first
      paragraph.

     

    
      	 	 	 
	 	
              SPECIALIZED
                HEALTH PRODUCTS INTERNATIONAL, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
              ___________________________________
	 	Title:
              ____________________________________


    

    


    
      
        
        

      

      
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