Employment Agreement

Base Compensation. As compensation for the services provided by Individual under this Agreement, the Company shall pay Individual an annual base salary of Three Hundred Thousand Dollars ($300,000.00) during the Employment Term. The compensation of Individual under this Section shall be paid in accordance with the Company's usual payroll procedures.

Bonus. In addition to the above base compensation, Individual shall be eligible to receive annual bonuses. Any bonuses awarded to Individual will be paid to Individual in stock and/or cash on the next scheduled pay date after the bonus is awarded. Bonuses shall be awarded to Individual in the reasonable and good faith discretion of the Board of Directors, subject to the financial performance of the Company.

Stock and Stock Options. In addition to the foregoing compensation, Individual also shall receive stock options for the purchase of three hundred thousand (300,000) shares of common stock of Company's parent company, Patient Safety Technologies, Inc. (“PST”), at an exercise price of three dollars and fifty cents ($3.50) per share, which options shall be granted and vest annually in installments of 100,000 shares per year over three (3) years, per the following schedule: 100,000 shares to be granted and vest on April 18, 2007; 100,000 shares to be granted and vest on April 18, 2008; and 100,000 shares to be granted and vest on April 17, 2009. However, all 300,000 options shall vest immediately in Individual upon a sale or exchange of a significant portion (50% or more) of the Company's stock, or a joint venture by the Company with an unaffiliated entity involving 50% or more of the Company's stock. Individual shall also receive ten thousand dollars ($10,000) in restricted stock of PST annually on April 30, 2007, April 18, 2008 and April 18, 2009, and Company represents and warrants that PST’s Board of Directors has approved or will approve by way of appropriate corporate resolution the foregoing awards of restricted stock to Individual. The restrictions on Individual's restricted PST stock shall be no more restrictive than the least restrictive restrictions which exist on any restricted PST stock awarded or to be awarded to any other employee, Officer or Director of Company. Individual shall also receive options to purchase an additional one hundred thousand (100,000) shares of common stock of PST at an exercise price of three dollars and fifty cents ($3.50) per share, which options shall immediately be granted to and vest in Individual upon the occurrence of either of the events set forth in Exhibit A attached hereto.

Commission. The Company, upon approval of the Board of Directors, will establish a commission pool for the benefit of its employees. Such commission pool may be distributed to management and certain other employees (including Individual) at Individual’s discretion, with such distributions to be determined and made within a reasonable time after the Company’s fiscal year end.

Voluntary Termination by Individual. Individual shall have the right to voluntarily terminate this Agreement and his employment hereunder at any time during the Employment Term. Termination of Individual’s employment pursuant to this Section 12(a) shall not be effective unless Individual shall have first given Company a written notice thereof at least 30 days prior to the date of termination unless circumstances dictate that such notice cannot reasonably be given.

Voluntary Termination by the Company. The Company shall have the right to voluntarily terminate this Agreement and Individual’s employment hereunder at any time during the Employment Term. Termination of Individual’s employment pursuant to this Section 12(b) shall not be effective unless the Company shall have first given Individual written notice thereof at least thirty (30) days prior to the date of termination unless circumstances dictate that such notice cannot reasonably be given.

Termination for Cause. The Company shall have the right to terminate this Agreement and Individual’s employment hereunder at any time for "cause." As used in this Agreement, "cause" shall mean any of the following: Individual’s conviction of a felony; Individual’s conviction of any crime that may have a material adverse impact on the Company's reputation; Individual’s demonstrated criminal misappropriation of funds from or resources of the Company; Individual’s demonstrated commission of an act of material deceit or intentional material misrepresentation with respect to Company; or Individual’s demonstrated commission of an act constituting fraud or embezzlement with respect to the Company. "Cause" shall not be deemed to exist unless the Company shall have first given Individual a written notice thereof specifying in reasonable detail the facts and circumstances alleged to constitute "cause," and thirty (30) days after such notice has been given such conduct has, or such circumstances have, as the case may be, not either ceased or been remedied or cured.

Termination Upon Death or for Disability. This Agreement and Individual’s employment hereunder, and all amounts and benefits due Individual hereunder, shall automatically terminate upon 1) Individual’s death or 2) Individual’s disability. In the case of Individual’s disability, however, this Agreement shall not terminate unless Individual has been disabled and unable to substantially perform the duties contained in this Agreement for longer than a period of twelve (12) months as certified by a qualified physician or panel of qualified physicians jointly agreed upon by Company and Individual, and by applicable law.

Effect of Termination. In the event that this Agreement is terminated pursuant to Section 12, all duties, responsibilities and obligations of Individual and Company under this Agreement shall immediately cease, except as set forth below.

In the event the Company voluntarily terminates this Agreement pursuant to Section 12(b) prior to the first anniversary date of Individual’s start date of employment, Individual will receive Severance Benefits in an amount equal to twenty-four (24) months of Individual’s base salary.

In the event the Company voluntarily terminates this Agreement pursuant to Section 12(b) after the first anniversary date of Individual's start date of employment, then Individual in shall be entitled to receive Severance Benefits in an amount equal to the balance of Individual’s then base salary owed for the remainder of the Employment Term.

The Company agrees that if Individual is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Individual’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, Individual shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the Company's certificate of incorporation or bylaws or, if greater, by the laws of the State of California, against all cost, expense, liability and loss (including, without limitation, attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Individual in connection therewith, and such indemnification shall continue as to Individual even if he has ceased to be a director, member, employee or agent of the Company or other entity and shall inure to the benefit of Individual’s heirs, executors and administrators. The Company shall advance to Individual to the extent permitted by law all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request, with appropriate documentation, for such advance. Individual agrees that in the event it is judicially determined that he was not entitled to be indemnified by the Company against such costs and expenses, he will repay the Company the amount of such advances. Nothing in this agreement shall be construed to limit Individual's rights under California Labor Code Section 2802, which rights are fully preserved.

Neither the failure of the Company (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by Individual that indemnification of Individual is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board of Directors, independent legal counsel or stockholders) that Individual has not met such applicable standard of conduct, shall create a presumption that Individual has not met the applicable standard of conduct.

The Company agrees to continue and maintain a directors' and officers' liability insurance policy covering Individual to the extent the Company provides such coverage for its other executive officers.

Promptly after receipt by Individual of notice of any claim or the commencement of any action or proceeding with respect to which Individual is entitled to indemnity hereunder, Individual shall notify the Company in writing of such claim or the commencement of such action or proceeding, and the Company shall (i) assume the defense of such action or proceeding, (ii) employ counsel reasonably satisfactory to Individual, and (iii) pay the reasonable fees and expenses of such counsel. Notwithstanding the preceding sentence, Individual shall be entitled to employ counsel separate from counsel for the Company and from any other party in such action if Individual reasonably determines that a conflict of interest exists or may exist which makes representation by counsel chosen by the Company not advisable. In such event, the reasonable fees and disbursements of such separate counsel for Individual shall be paid by the Company to the extent permitted by law.

After the termination of this Agreement and upon the request of Individual, the Company agrees to reimburse Individual for all reasonable travel, legal and other out-of-pocket expenses related to assisting the Company to prepare for or defend against any action, suit, proceeding or claim brought or threatened to be brought against the Company or to prepare for or institute any action, suit, proceeding or claim to be brought or threatened to be brought against a third party arising out of or based upon the transactions contemplated herein and in providing evidence, producing documents or otherwise participating in any such action, suit, proceeding or claim. In the event Individual is required to appear after termination of this Agreement at a judicial or regulatory hearing in connection with Individual's employment hereunder, or Individual's role in connection therewith, the Company agrees to pay Individual a per diem sum, to be mutually agreed upon in advance by Individual and the Company, for each day of Individual's appearance and each day of preparation therefore.