Exhibit
      10.46

    


    SPECIALIZED
      HEALTH PRODUCTS INTERNATIONAL, INC.

    


    STOCK
      UNIT AGREEMENT

    


    UNDER
      THE 2004 STOCK INCENTIVE PLAN

    


    THIS
      AGREEMENT (the “Agreement”) is made as of ________ __, 200__, between
      Specialized Health Products International, Inc., a Delaware corporation (the
      “Company”), and ________________ (“Holder”).

    


    THE
      PARTIES AGREE 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”). A Stock Unit is an award of
      a right to receive, in cash or stock (as determined by the Committee) the market
      value of one Share on the date(s) that Stock Units vest. On any date, the value
      of each Stock Unit shall equal the fair market value of a share of the Company’s
      $.02 par value common stock (“Stock”). For purposes of this Agreement, “fair
      market value” shall be deemed to be the mean: 

    


    
      	 	 	
              (i)
                If the Stock was traded on a stock exchange on the date in question,
                then
                the fair market value will be equal to the closing price reported
                by the
                applicable composite transactions report for the day preceding such
                date;

            


    

    


    (ii)
      If
      the Stock was traded over-the-counter on the date in question and was classified
      as a national market issue, then the fair market value will be equal to the
      last
      transaction price quoted by the NASDAQ system for the day preceding such
      date;

    


    
      	 	 	
              (iii)
                If the Stock was traded over-the-counter on the date in question
                but was
                not classified as a national market issue, then the fair market value
                will
                be equal to the average of the last reported representative bid and
                asked
                prices quoted by the NASDAQ system for the day preceding such date;
                and

            


    

    


    
      	 	 	
              (iv)
                If none of the foregoing provisions is applicable, then the fair
                market
                value will be determined by the Board of Directors in good faith
                on such
                basis as it deems appropriate.

            


    

    


    2.
       Stock
      Units Subject to the Plan.
      This
      Agreement, and the Stock Units, will be subject to the terms and conditions
      of
      the Company’s 2004 Stock Incentive Plan (the “Plan”), a copy of which is
      attached hereto and incorporated by reference. Where the provisions of this
      Agreement and of the Plan are inconsistent on any matter, this Agreement will
      govern; and where this Agreement is silent on a matter provided for in the
      Plan,
      the Plan will govern. Capitalized terms not specifically defined in this
      Agreement will have the meaning ascribed to them in the Plan. 

    


    The
      Plan
      was approved by the Company’s Board of Directors on September 15, 2004 and
      became effective on that date, provided that the Plan is approved by the
      stockholders of the Company (exclude the vote of Shares issued under the Plan)
      within six (6) months after September 15, 2004. Notwithstanding any other
      provision of this Agreement, if the Plan is not so approved by the stockholders
      of the Company, this Agreement will immediately be rescinded and will be void
      and any consideration given by the Holder in connection herewith shall be
      returned to the Holder.

     

    
      
        
        

      

      
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    3.
       Restrictions
      as to the Stock Units.
      Holder
      understands that the Plan includes important terms and conditions that apply
      to
      this Agreement and to the Stock Units, including (without limitation) important
      restrictions on the ability of Holder to transfer the Stock Units. Holder
      acknowledges that he or she has read the Plan, agrees to be bound by its terms,
      and makes each of the representations required to be made by Holder under
      it.

    


    3.1
       Vesting.
      All of
      the Stock Units are unvested and will become vested for purposes of the Plan
      according to the following schedule: (1) no portion of the Stock Units will
      be
      deemed vested prior to the third anniversary of the date on which the Stock
      Units were issued to the Holder (the “Issue Date”); (2) the Stock Units will
      become vested in full on the third anniversary of the Issue Date.
      Notwithstanding the foregoing, the Stock Units shall immediately vest in full
      upon the happening either of the following events: (1) the Company receives
      at
      least three million five hundred thousand dollars ($3,500,000) in any single
      fiscal quarter in connection with a license agreement, sale of a product line
      and/or sale of technology which arrangements or agreements were not in effect
      as
      of the Issue Date or (2) there is a Change in Control.

    


    3.2 Effect
      of Prohibited Transfer.
      Any
      prohibited transfer of Stock Units is void and of no effect. Should such a
      transfer purport to occur, the Company may refuse to carry out the transfer
      on
      its books, attempt to set aside the transfer, enforce any undertaking or right
      under this Agreement or the Plan and/or exercise any other legal or equitable
      remedy. 

    


    3.3 Required
      Undertaking.
      Any
      transfer that would otherwise be permitted under the terms of this Plan is
      prohibited unless the transferee executes such documents as the Company may
      reasonably require to ensure that the Company’s rights under a Unit Stock
      Agreement and the Plan are adequately protected with respect to the Stock Units
      so transferred. Such documents may include, without limitation, an agreement
      by
      the transferee to be bound by all of the terms of the Plan and this Agreement,
      as if the transferee were the original holder of such Stock Units. 

    


    4.
       Employment
      Status.
      Nothing
      contained herein or in the Plan will confer upon Holder any right with respect
      to the continuation of Holder’s status as an employee, consultant, independent
      contractor or director of the Company (or its subsidiaries) or interfere with
      the right of the Company at any time to terminate Holder’s employment by or
      service to the Company or to alter Holder’s rate of compensation in effect as of
      the date of this Agreement.

     

    5.
       Miscellaneous.
      This
      Agreement (together with the Plan and any other agreement or other document
      evidencing and Award) sets forth the complete agreement of the parties
      concerning the subject matter hereof, superseding all prior agreements,
      negotiations and understandings. This Agreement will be governed by the
      substantive law of the State of Delaware and may be executed in
      counterparts.

     

    The
      parties hereby have entered into this Agreement as of the date set forth
      above.

     

    
      
        	
                SPECIALIZED
                  HEALTH PRODUCTS INTERNATIONAL, INC.

              	 	 	
                HOLDER

              
	 	 	 	 	 
	 	 	 	 	 
	By:	
              	 	 	
              
	 	
                

              	 	 	
                

                (signature)

              
	Its:	 	 	 	 
	 	
                

              	 	 	
                

              
	 	 	 	 	
                

              
	 	 	 	 	
                

                (address)

              


      

       

      
        
          
          

        

        
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