SECURED
      PROMISSORY NOTE

    


    
      	
              $150,000.00

            	
              Santa
                Monica, California

            
	 	
              January
                11, 2006

            


    

    


    


    FOR
      VALUE
      RECEIVED, Patient Safety Technologies, Inc. (the “Maker”), a Delaware
      corporation with an office located at 100 Wilshire Boulevard, Suite 1750, Santa
      Monica, California 90401, hereby promises to pay to the order of Ault Glazer
      Bodnar Acquisition Fund LLC (the “Payee”), a Delaware limited liability company,
      the principal sum of one hundred fifty thousand dollars ($150,000.00) plus
      any
      accrued interest thereon in lawful money of the United States on March 11,
      2006
      (the “Maturity Date”).

    


    Maker
      further promises to pay interest on the unpaid principal balance hereof at
      the
      rate of seven percent (7%) per annum, such interest to be paid on the Maturity
      Date. Interest shall commence accruing on the issue date and shall be calculated
      on the basis of a 365-day year and actual days elapsed. In no event shall the
      interest charged hereunder exceed the maximum permitted under the laws of the
      State of California.
      At the
      option of Maker, payments of principal and interest hereunder may be made in
      lawful money of the United States of America or, in whole or in part, of
      like-kind exchange including without limitation shares of any securities owned
      by the Maker (“Common Stock”), which shall be valued at the closing price of the
      Common Stock on the day before the Maturity Date obtained from the respective
      exchange.

    


    This
      Note
      may be prepaid in whole or in part at any time without the consent of the Maker
      provided that Payee shall pay Maker an amount in cash equal to the principal
      amount of this Note plus all accrued interest on the principal. 

    


    The
      entire unpaid principal balance of this Note and interest accrued with respect
      thereto shall be immediately due and payable upon the occurrence of any of
      the
      following (each, an “Event of Default”):

    


    a.
       The
      Maker
      filing for relief under any bankruptcy law;

     

    b. The
      filing of a lien, the issuance of a levy or execution, or the seizure,
      attachment or garnishment, or the entry of judgment on or against Maker or
      any
      of Maker’s property which shall not be released, satisfied of record or bonded
      within twenty (20) days thereafter, except liens which exist as the date hereof
      or liens to which the Payee shall consent; 

     

    c. The
      Maker
      creates, incurs, assumes or suffers to exist any liability for borrowed money,
      except borrowings in existence or committed on the date hereof and indebtedness
      to trade creditors or financial institutions incurred in the ordinary course
      of
      business; or

    


    d. The
      Maker
      has failed to pay the principal and any accrued and unpaid interest on the
      Maturity Date.

    


    The
      obligations under this Note shall be secured by certain collateral of Maker
      in
      accordance with the terms of a Security Agreement entered into on the date
      hereof. 

     

    
      
         

      

      
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    All
      rights and remedies available to the Payee pursuant to the provisions of
      applicable law and otherwise are cumulative, not exclusive and enforceable
      alternatively, successively and/or concurrently after default by Maker pursuant
      to the provisions of this Note.

    


    The
      Maker
      waives demand, presentment, protest and notice of any kind and consents to
      the
      extension of time of payments, the release, surrender or substitution of any
      and
      all security or guarantees for the obligations evidenced hereby or other
      indulgence with respect to this Note, all without notice.

    


    This
      Note
      may not be changed, modified or terminated orally, but only by an agreement
      in
      writing, signed by the party to be charged. The Maker hereby authorizes the
      Payee to complete this Note and any particulars relating thereto according
      to
      the terms of the indebtedness evidenced hereby.

    


    In
      the
      event of any litigation with respect to the obligations evidenced by this Note,
      the Maker waives the right to a trial by jury and all rights of set-off and
      rights to interpose permissive counterclaims and cross-claims. This Note shall
      be governed by and construed in accordance with the laws of the State of
      California and shall be binding upon the successors, assigns, heirs,
      administrators and executors of the Maker and inure to the benefit of the Payee,
      his successors, endorsees, assigns, heirs, administrators and
      executors.

    


    The
      Maker
      hereby irrevocably consents to the jurisdiction of the state and federal courts
      in Los Angeles County, California in connection with any action or proceeding
      arising out of or relating to this Note. If any term or provision of this Note
      shall be held invalid, illegal or unenforceable, the validity of all other
      terms
      and provisions hereof shall in no way be affected thereby.

     

    
      	 	 	 
	 	PATIENT
              SAFETY
              TECHNOLOGIES, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              Louis Glazer, M.D., Ph.D
	 	Title:
              Chief Executive Officer and Chairman




    
      
         

      

      
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