SECURITY
      AGREEMENT

    BY
      AND BETWEEN GLAZER FAMILY PARTNERSHIP LP 

    AND
      PATIENT SAFETY TECHNOLOGIES, INC.

    


    


    Glazer
      Family Partnership LP (“Secured Party”) and Patient Safety Technologies, Inc., a
      Delaware corporation (“Debtor”) agree as follows:

     

    
      1.   
        GRANT
        OF SECURITY INTEREST.



    1.1  
      The Debtor, jointly and severally, hereby grants to the Secured Party a security
      interest in personal property and fixtures, inventory, products and proceeds
      (including proceeds of proceeds, the “Collateral”) of Debtor, as security
      for:

     

    1.1.1  
      The satisfaction and the prompt and full performance of all of Debtor’s
      obligations under that certain Secured Promissory Note (the “Note”) dated
      January 5, 2006 in the principal amount of one hundred thirty thousand dollars
      ($130,000.00) plus interest at the rate of seven percent (7% ) annually, as
      the
      Note may be amended, modified, or extended from time to time (including, without
      limitation, the obligation to make payments of principal and interest thereon);
      and

    


    1.1.2  
      The full, faithful, true and exact performance and observance of all of the
      obligations, covenants and duties of Debtor under this Security Agreement,
      as
      the same may be amended, modified, or extended from time to time.

    


    2.   
      DEFAULT.
      Any of
      the following events shall constitute an event of default
      hereunder:

    


    2.1  
      The failure by Debtor to make full and timely payment when due of any sum as
      required to be paid to Secured Party under the Note after any applicable notice
      of non-payment provided for in the Note has been given, and any period within
      which to cure the non-payment has elapsed, if applicable. A true and correct
      copy of the Note is attached hereto as Exhibit “A” and incorporated herein by
      this reference.

     

    2.2  
      The failure by Debtor to fully and timely perform any covenant, agreement,
      obligation or duty imposed on Debtor by this Security Agreement or any other
      agreement by and between Debtor and Secured Party now existing or hereinafter
      made.

    


    2.3  
      The filing by Debtor of any petition, or commencement by Debtor of any
      proceeding, under the Bankruptcy Act or any state insolvency law.

    


    2.4  
      The making by Debtor of any general assignment for the benefit of
      creditors.

    


    2.5  
      The filing of any petition, or commencement of any proceeding, under the
      Bankruptcy Act or any state insolvency law, against Debtor, or the appointment
      of any receiver or trustee, which petition, proceeding or appointment is not
      fully and completely discharged, dismissed or vacated within sixty (60)
      days.

    


    
      
        1

      

      
         

        
          

        

      

      
         

      

    

    2.6  
      Any warranties made by Debtor are untrue in any material respect, or any
      schedule, statement, report, notice, or writing furnished by Debtor to the
      Secured Party are untrue in any material respect on the date as of which the
      facts set forth are stated or certified.

    


    3.   
      INSPECTION
      OF RECORDS.
      Secured
      Party shall have the right without 

    notice
      to
      inspect all financial books, records and reports of Debtor at Debtor’s premises
      or wherever the same may be maintained during normal business
      hours.

     

    
      4.   
        REMEDIES UPON DEFAULT. 

    

    


    4.1  
      Upon the occurrence of an event of default, in addition to any and all other
      remedies at law or in equity available to Secured Party, Debtors hereby
      authorize and empower Secured Party, at Secured Party’s option and without
      notice to Debtor, except as specifically provided herein (and, to the extent
      necessary, hereby irrevocably appoint Secured Party as Debtor’s attorney-in-fact
      for such purposes):

    


    4.1.1  
      To require Debtor to assemble any and all of the Collateral and make the same
      available to Secured Party at the premises wherein the same is located, or
      any
      other place designated by Secured Party; Secured Party may enter upon any
      premises where any of the Collateral is located and may take possession of
      the
      same without judicial process and without the need to post any bond or security
      as an incident thereto; and

     

    4.1.2  
      To sell, assign, transfer and deliver the whole or any part of the Collateral
      at
      public or private sale, for cash, upon credit, or for future delivery, in bulk
      or item by item, at such prices and upon such terms as are commercially
      reasonable, given the nature of the Collateral and the market therefor, with
      or
      without warranties, without the necessity of the Collateral being present at
      any
      such sale or in view of the prospective purchasers thereof, and without any
      presentment, demand for performance, protest, notice of protest, or notice
      of
      dishonor except as set forth herein, any other such advertisement, presentment,
      demand or notice being expressly waived by Debtors to the extent permitted
      by
      law. At any public sale or sales of the Collateral, Secured Party or Secured
      Party’s assigns may bid for and purchase all or any part of the Collateral
      offered for sale and upon compliance with the terms of such sale, may hold,
      exploit and dispose of such Collateral discharged from all claims of Debtor,
      except to the extent that Debtor has rights in the proceeds of such sale or
      sales, and free from any right or redemption, all of which are hereby expressly
      waived and released, and may in paying the purchase price thereof, in lieu
      of
      cash assignment at the face amount thereof, together with any interest accrued
      thereon, all or any part of unpaid principal or interest or both, payable under
      the Note. Secured Party may also purchase all or any part of the Collateral
      at
      any private sale thereof to the extent that such Collateral is customarily
      sold
      in a recognized market or is the subject of a widely or regularly distributed
      standard price quotation. Upon conclusion of any such public or private sale,
      Secured Party may execute and deliver a bill of sale to the assets so sold,
      in
      the name of Debtor. Secured Party may use Debtor’s premises for the purpose of


     

    
      
        2

      

      
         

        
          

        

      

      
         

      

    

    conducting
      of any such sale. Secured Party shall give Debtor seven (7) days’ notice, in
      writing, of the time and place thereof, and in the case of a public sale, the
      date thereof and the name of the purchaser. Notice shall be deemed given when
      deposited in the United States mail, postage prepaid, certified or registered,
      and addressed to Debtor at 100 Wilshire Boulevard, Suite 1750, Santa Monica,
      CA
      90401. Secured Party shall only be required to publish an advertisement of
      a
      public sale, which advertisement may be published in a newspaper of general
      circulation no later than seven (7) days prior to the date of sale, and an
      advertisement so published shall be deemed commercially reasonable if it merely
      gives the place, time, and date of sale, merely identifies the Collateral by
      classification without describing quantity or quality; provided, however that
      such advertisement may, at Secured Party’s option, contain additional
      information. Debtor acknowledges that Secured Party may accept any offer
      received, provided it is commercially reasonable, that Secured Party, at Secured
      Party’s option, need not approach more than one possible purchaser, and that
      Secured Party shall, to the fullest extent permitted by law, be relieved from
      all liability or claim for inadequacy of price if the manner and terms of sale
      comply with the terms of this Security Agreement.

    


    4.2   
      In the event of any such sale by Secured Party of all or any of said Collateral
      on credit, or for future delivery, such property so sold may be retained by
      Secured Party until the selling price is paid by the purchaser. Secured Party
      shall incur no liability in case of the failure of the purchaser to take up
      and
      pay for the property so sold. In case of any such failure, said Collateral
      may
      be again, and from time to time, sold.

    


    4.3   
      In the event of any such sale or disposition, the proceeds thereof shall be
      applied first to the payment of the expenses of the sale, commissions, actual
      attorneys’ fees, and all other charges paid or incurred by Secured Party in
      taking, holding, selling , advertising, or otherwise preparing such Collateral
      for sale or otherwise in connection with maintaining the security of such
      Collateral, including any taxes or other charges imposed by law upon the
      Collateral and/or the ownership, holding or transfer thereof; secondly, to
      pay,
      satisfy and discharge all indebtedness of Debtor to Secured Party secured hereby
      then due and payable pursuant to the Note; thirdly, to the extent that Debtor
      may still have monetary obligations to Secured Party not yet due and payable,
      Secured Party may retain any surplus as collateral for the payment of such
      sums
      when due; and fourthly, if all of the secured obligations are then discharged
      and satisfied, to pay the surplus, if any, to Debtor. Secured Party shall look
      only to the assets of the business then operated and/or owned by Debtor to
      satisfy any and all claims, defaults or breaches regarding the Note and shall
      not in any event, look to any other assets of Debtor to satisfy
      same.

    


    4.4   
      Secured Party shall not be liable or responsible for safeguarding the
      Collateral, or any portion thereof, or maintaining the condition thereof, or
      for
      any loss or damage thereto and diminution in value of the Collateral either
      through loss or non-collection. Secured Party shall not be liable or responsible
      for any act or default of any carrier or warehouseman or of any other person,
      other than that occasioned by the gross negligence and willful misconduct of
      Secured Party. 

     

    
      
        3

      

      
         

        
          

        

      

      
         

      

    

    
      5.   
        REPRESENTATIONS
        AND WARRANTIES.
        Debtor
        represents and warrants that
        this
        Security Agreement has been duly and validly authorized, executed and delivered
        by Debtor and constitutes a valid and binding agreement, enforceable in
        accordance with its terms, and the execution and delivery of this Security
        Agreement do not violate, or constitute a default (with or without the giving
        of
        notice, the passage of time, or both) under any order, judgment, agreement,
        contract, or instrument to which Debtor is a party or by which Debtor is
        affected or may be bound. Debtor represents that Debtor will at all times
        maintain the Collateral in good state of repair and condition consistent
        with
        good business practice, including replacement of damaged, destroyed, or obsolete
        parts thereof, will pay any and all taxes thereon or applicable thereto prior
        to
        delinquency, and shall maintain at all times insurance thereon against risk
        of
        fire and other such risks as are covered by “extended coverage”, theft, burglary
        and vandalism. Such policy or policies shall provide that any loss thereunder
        and proceeds payable thereunder shall be payable to Secured Party as Secured
        Party’s interest may appear.

    

     

    
      6.   
        INDEMNITY.
        In the
        case of any adverse claim with respect to the Collateral or any
        portion thereof arising out of any act done, or permitted or acquiesced in
        by
        Debtor, Debtor indemnifies and agrees to hold Secured Party harmless from
        and
        against any and all claims, losses, liabilities, damages, expenses, costs
        and
        actual attorneys’ fees incurred by Secured Party in or by virtue of exercising
        any right, power or remedy of Secured Party hereunder or defending, protecting,
        enforcing or prosecuting the security interest hereby created. Any such loss,
        cost, liability, damage or expense so incurred shall be repaid upon demand
        by
        Secured Party and until so paid shall be deemed a secured obligation
        hereunder.

    

     

    
      7.   
        NO
        WAIVER BY SECURED PARTY.
        Any
        forbearance, failure, or delay by Secured
        Party in exercising any right, power or remedy hereunder shall not be deemed
        to
        be a waiver of such right, power, or remedy, and any single or partial exercise
        of any right, power, or remedy of Secured Party shall not preclude the later
        exercise of any other right, power, or remedy, each of which shall continue
        in
        full force and effect until such right, power, or remedy is specifically
        waived
        by an instrument in writing, executed by Secured Party.

    

     

    
      8.   
        EFFECTIVENESS
        OF AGREEMENT.
        This
        Security Agreement and Debtors’ duties
        and obligations and Secured Party’s powers to dispose of the Collateral, and all
        other rights, powers and remedies granted to Secured Party hereunder shall
        remain in full force and effect until Debtor has satisfied and discharged
        all of
        Debtor’s obligations to Secured Party secured thereby.

    

     

    
      9.   
        WAIVER
        BY DEBTOR.
        All
        provisions of law, in equity and by statute providing
        for, relating to, or pertaining to pledges or security interests and the
        sale of
        pledged property or property in which a security interest is granted, or
        which
        prescribe, prohibit, limit or restrict the right to, or conditions, notice
        or
        manner of sale, together with all limitations of law, in equity, or by statute,
        on the right of attachment in the case of secured obligations, are hereby
        expressly waived by Debtor to the fullest extent Debtor may lawfully waive
        same.

    

     

    
      10.   
        RELEASE
        OF COLLATERAL.
        Upon
        payment in full by Debtor, in lawful money
        of
        the United States of America, to Secured Party at the address set forth in
        the
        Note of all amounts secured hereby, and performance of all other obligations
        of
        Debtor under this Security Agreement, together with any interest thereon
        and any
        costs and expenses incurred by Secured Party in the enforcement of this Security
        Agreement or of any of Secured Party’s rights hereunder, or in the enforcement
        of any other agreements (whether heretofore or hereafter entered into) between
        Debtor and Secured Party, or any of the rights of Secured Party thereunder,
        and
        upon the request of Debtor therefore, Secured Party will deliver to Debtor,
        at
        Debtor’s sole cost and expense, such termination statements and such other
        documents of release, reconveyance and reassignments as shall be sufficient
        to
        discharge Debtor of the liabilities secured hereby and to terminate and release
        the security interest in the Collateral created hereby.

    

     

    
      
        4

      

      
         

        
          

        

      

      
         

      

    

    
      11.   
        MISCELLANEOUS.  

    

    


    11.1  
      This Security Agreement and all of the rights and duties in connection herewith
      shall be governed by and construed in accordance with the laws of the State
      of
      California thereof without giving effect to principles governing conflicts
      of
      law.

    


    11.2  
      This Security Agreement and all of its terms and provisions shall be binding
      upon the heirs, successors, transferees and assigns of each of the parties
      hereto.

    


    11.3  
      In the event any portion of this Security Agreement is held invalid, the
      remaining portions shall remain in full force and effect as if that invalid
      portion had never been a part hereof.

    


    11.4  
      In the event litigation is commenced to enforce or interpret this Security
      Agreement, or any provision hereof, the prevailing party shall be entitled
      to
      recover its actual costs and attorneys’ fees.

    


    11.5  
      This Security Agreement may be amended only by written consent of each of the
      parties hereto.

     

    11.6  
      Any and all notices, demands, requests, or other communications required or
      permitted by this Security Agreement or by law to be served on, given to, or
      delivered to any party hereto by any other party to this Security Agreement
      shall be in writing and shall be deemed duly served, given, or delivered when
      personally delivered to the party, or in lieu of such personal delivery, when
      deposited in the United States mail, first-class postage prepaid addressed
      to
      the party at the address herein appearing.

    


    11.7  
      This Security Agreement constitutes the entire agreement between the parties
      pertaining to the subject matter contained herein and supercedes all prior
      and
      contemporaneous agreements, representations and understandings of the parties.
      No waiver of any of the provisions of this Security Agreement shall be deemed,
      or shall constitute a waiver of any other provision, whether or not similar,
      nor
      shall any waiver constitute a continuing waiver. No waiver shall be binding
      unless executed in writing by the party making the waiver.

    


    11.8  
      This Security Agreement may be executed simultaneously in one or more
      counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument. The exhibits attached
      hereto are made a part hereof and incorporated herein.

    


    
      
        5

      

      
         

        
          

        

      

      
         

      

    

    11.9  
      Nothing in this Security Agreement, whether express or implied, is intended
      to
      confer any rights or remedies under or by reason of this Security Agreement
      on
      any persons other than the parties to it and their respective successors and
      assigns, nor is anything in this Security Agreement intended to relieve or
      discharge the obligations or liability of any third persons to any party to
      this
      Security Agreement, nor shall any provision give any third person any right
      of
      subrogation or action against any party to this Security Agreement.

    


    11.10  
      Each party’s obligations under this Security Agreement is unique. If any party
      should default in its obligations under this Security Agreement, the parties
      each acknowledge that it would be extremely impracticable to measure the
      resulting damages; accordingly, the non-defaulting party, in addition any other
      available rights or remedies, may sue in equity for specific performance without
      the necessity of posting a bond or other security, and the parties each
      expressly waive the defense that a remedy in damages will be adequate.


    


    11.11  
      All representations, warranties and agreements of the parties contained in
      this
      Security Agreement, or in any instrument, certificate, opinion or other writing
      provided for in it, shall survive the completion of all acts contemplated
      herein.

    


    11.12  
      Whenever the context of this Security Agreement requires, the masculine gender
      includes the feminine or neuter gender, and the singular number includes the
      plural.

    


    11.13  
      As used herein, the word “days” shall refer to calendar day, including holidays,
      weekends, non-business days, etc.

     

    11.14  
      The captions contained herein do not constitute part of this Security Agreement
      and are used solely for convenience and shall in no way be used to construe,
      modify, limit or otherwise affect this Security Agreement.

    


    IN
      WITNESS WHEREOF, this Security Agreement is executed on the date first set
      forth
      above at Los Angeles County, California.

    


    
      	
              DEBTOR

            	
              SECURED
                PARTY

            
	
              PATIENT
                SAFETY TECHNOLOGIES,

            	
              GLAZER
                FAMILY PARTNERSHIP LP 

            
	
              INC.

            	 
	 	 
	 	 
	
              /s/
                Milton
                Ault                                                   
                

            	
              /s/
                Milton
                Ault                                                   

            
	
              BY:
                Milton “Todd” Ault III

            	
              BY:
                Milton “Todd” Ault III

            
	
              TITLE:
                Chairman and Chief Executive

            	
              TITLE:
                Managing Director

            
	
              Officer

            	 


    

     

    
      
        6