Exhibit
      10.47

    


    AMENDMENT
      NO. 1

    TO
      THE

    STOCK
      UNIT AGREEMENT 

    UNDER
      THE 2004 STOCK INCENTIVE PLAN

    


    THIS
      AMENDMENT NO. 1 TO THE STOCK UNIT AGREEMENT by and between Specialized Health
      Products International, Inc. and _______________ (the “Amendment”)
      is
      made and entered into as of this ____ day of _________, 2004, by and between
      the
      parties hereto. 

    


    RECITALS

    


    A. The
      parties entered into an agreement captioned “Stock Unit Agreement” on or about
      the ____ day of _______, 2004 the (the “Agreement”).

    


    B. All
      capitalized terms not otherwise defined herein, shall have the meaning set
      forth
      in the Agreement.

    


    C. The
      parties desire to amend the Agreement as set forth below.

    


    IN
      CONSIDERATION
      of the
      premises and of the mutual covenants and agreements hereinafter set forth and
      other good and valuable consideration, the receipt of which is hereby
      acknowledged, the parties hereby covenant and agree as follows:

     

    1. Without
      altering or amending any other part of the Agreement, Section 1 of the Agreement
      is hereby amended to read in its entirety as follows:

    


    
      
        1.
          Grant
          of Stock Units.
          Subject
          to the terms and conditions of this Agreement and of the Plan, the Company
          hereby credits to a separate account maintained on the books of the Company
          (the
“Account”) _______ stock units (the “Stock Units”). Under this Agreement, a
          Stock Unit is an award of a right to receive one share of the Company’s $.02 par
          value common stock (“Stock”). 

      

    

    


    2. Without
      altering or amending any other part of the Agreement, the following new Section
      6 is hereby added to the Agreement which reads in its entirety as
      follows:

    


    6.
       Right
      of First Refusal.
      For a
      period beginning on the first date that the Stock Units vest and terminating
      on
      the three month anniversary of the date that the Stock Units first vest the
      Holder shall not sell or transfer Stock acquired as a result of this Agreement
      or any interest or any part thereof, nor enter into any agreement as a result
      of
      which any person or entity may become interested therein unless the Holder
      shall
      have first made an offer to sell such Stock or interest therein to the Company,
      by giving written notice of the terms and conditions of such proposed sale
      or
      transfer and the name and address of the proposed bona fide purchaser or
      transferee. Such written offer shall contain: (A) the nature and size of the
      interest to be sold or transferred; (B) the name and address of the proposed
      bona fide purchaser, or, if the interest is being sold into the market a
      statement to that effect; and (C) the sales or transfer price (which may be
      stated as market price on the date of sale) and all terms of payment thereof.
      The Company shall have five (5) days after receipt of such notice to purchase
      the interest of the Holder on the terms and conditions stated. If such right
      to
      purchase is not exercised, the Holder shall have thirty (30) days following
      the
      initial five (5) day period to consummate the intended sale or transfer strictly
      in accordance with the terms and conditions set forth in the
      notice.

     

    3.
       The
      Agreement shall remain in full force and effect and shall remain unaltered,
      except to the extent specifically amended herein. 

     

    
      
        
        

      

      
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    4. This
      Amendment may be signed in several counterparts, through the use of multiple
      signature pages appended to each original, and all such counterparts shall
      constitute one and the same instrument. Any counterpart to which is attached
      the
      signatures of all parties shall constitute an original of this
      Amendment.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective
      as of the date first written above.

     

    
      
        
          	
                  SPECIALIZED
                    HEALTH PRODUCTS INTERNATIONAL, INC.

                	 	 	
                  HOLDER

                
	 	 	 	 	 
	 	 	 	 	 
	By:	
                	 	 	
                
	 	
                  

                	 	 	
                  

                  (signature)

                
	Its:	 	 	 	 
	 	
                  

                	 	 	
                


        

      

    

     

    
      
        
        

      

      
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