EXHIBIT
      10.1

            


    

    


    
      Patient
Safety Technologies, Inc.

    

    
      Code of
Business Conduct and Ethics

    

     

      
        

      

    

     

    Introduction

     

    Ethics
are important to Patient Safety Technologies, Inc. (“PST”, collectively the
“Company”) and to each member of our management, our investment professionals
and employees. The Company is committed to the highest ethical standards and to
conducting our business with the highest level of integrity.

    


    Each of
us at the Company, including members of senior management and our Board of
Directors, is responsible for maintaining this level of integrity and for
complying with the policies contained in this Code. If you have a question or
concern about what is proper conduct for you or anyone else, please raise these
concerns with any member of management, or follow the procedures outlined in
this Code.

     

    Purpose of the
Code

     

    This Code is intended to:

     

    
      	
               
      

            	
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              Help
      you recognize ethical issues and take the appropriate steps to resolve
      these issues;

            


    

     

    
      	
               
      

            	
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              Deter
      ethical violations

            


    

     

    
      	
               
      

            	
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              Assist
      you in reporting any unethical or illegal conduct;
  and

            


    

     

    
      	
               
      

            	
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              Reaffirm
      and promote our commitment to a culture without our company that values
      honesty and accountability.

            


    

    


    All
employees, as a condition of employment or continued employment, are required to
annually acknowledge in writing that they have received a copy of this Code,
read it, and understand that the Code contains the Company’s expectations
regarding employee conduct.

     

    Conflicts of
Interest

     

    You must
avoid any conflict, or the appearance of a conflict, between your personal
interests and the interests of the Company. A conflict exists when your personal
interest in any way interferes with the interests of the Company as a whole, or
when you take any action or have any interest that may make it difficult for you
to perform your job objectively and effectively. For example, a conflict of
interest probably exists if:

     

    
      	
               
      

            	
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              You
      cause the Company to enter into business relationships with you or a
      member of your family, or invest in companies affiliated with you or a
      member of your family;

            


    

     

    
      	
               
      

            	
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              You
      use any nonpublic information about the Company, our affiliates, out
      lenders, our clients, or our business partners for your personal gain, of
      the gain of a member of your family;
or

            


    

     

    
      	
               
      

            	
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              You
      or a family member receive a loan, or guarantee of a loan or other
      obligation, as a result of your position with the
  Company.

            


    

     

    You must
disclose any conflicts of interest, or any action or relationship that might
give rise to a conflict, to the President. In the event that the President is
involved in the action or relationship giving rise to the conflict of interest,
you should disclose the conflict to any other member of senior
management.

     

    Corporate
Opportunities

     

    Each of
us has a duty to advance the legitimate interests of the Company when the
opportunity to do so presents itself. Therefore, you may not:

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
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              Take
      for yourself personally opportunities, including investment opportunities,
      discovered through the use of your position with the Company, or through
      the use of the Company’s property or
  information;

            


    

     

    
      	
               
      

            	
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              Use
      the Company’s property, information, or position for your personal gain of
      the gain of a family member; or

            


    

     

    
      	
               
      

            	
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              Compete
      or prepare to compete, with the
Company.

            


    

     

    Public
Disclosure

     

    The
Company is committed to a policy of full, fair, accurate, timely, and
understandable disclosure to shareholders of all material information regarding
our business. This policy extends to our filings with the SEC and to all other
public communications. All individuals involved in our SEC reporting process and
in preparing and making public communications regarding our business must take
all reasonable steps to comply with this policy, including the steps described
in our Disclosure Policy, Controls and Procedures.

     

    Confidentiality

     

    You must
not disclose confidential information regarding the Company, our affiliates, our
lenders, our clients, or our other business partners, unless disclosure is
authorized or required by law. Confidential information includes all non-public
information that might be harmful to, or useful to the competitors of, the
Company, our affiliates, our lenders, our clients, or our other business
partners.

     

    Fair
Dealing

     

    You must
endeavor to deal fairly with companies or individuals with whom we do business
or come into contact with, including fellow employees of the Company and the
Company’s competitors. You must not take unfair advantage of these or other
parties by means of:

     

    
      	
               
      

            	
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              Manipulation;

            


    

     

    
      	
               
      

            	
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              Concealment;

            


    

     

    
      	
               
      

            	
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              Abuse
      of privileged information;

            


    

     

    
      	
               
      

            	
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              Misrepresentations
      of material facts; or

            


    

     

    
      	
               
      

            	
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              Any
      other unfair-dealing practice.

            


    

     

    Protection and Proper use of
Company Assets

     

    The
Company assets are to be used only for legitimate business purposes. You should
protect the Company’s assets and ensure that they are used
efficiently.

    


    Incidental
personal use of telephones, fax machines, copy machines, personal computers and
similar equipment is generally allowed if there is no significant added cost to
the Company, it does not interfere with an employee’s work duties, and is not
related to an illegal activity or to any outside business.

     

    Compliance with Applicable
Laws, Rules, and Regulations

     

    Each of
us has a duty to comply with all laws, rules and regulations that apply to our
business. In particular, you must comply with all laws, rules and regulations
pertaining to:

     

    
      	
               
      

            	
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              Insider trading. It is
      against the law to buy or sell securities using material information that
      is not available to the public. Individuals who give this “inside”
      information to others may be liable to the same extent as the individuals
      who trade while in possession of such information. You must not trade in
      the securities of the Company, or the securities of our affiliates, our
      lenders, our clients, or our other business partners while in the
      possession of “inside” information.

            


    

     

    
      
         


      

      
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              “Whistleblower”
      protections. It is against the law to discharge, demote, suspend,
      threaten, harass, or discriminate in any manner against an employee who
      provides information or otherwise assists in investigations or proceedings
      relating to violations of federal securities laws or other federal laws
      prohibiting fraud against shareholders. You must not discriminate in any
      way against an employee who engages in these “whistleblower”
      activities.

            


    

     

    Please
talk to your supervisor or any member of senior management if you have any
questions about how to comply with the above regulations and other laws, rules
and regulations.

     

    Equal Opportunity and
Harassment

     

    The
Company is committed to providing equal opportunity in all of our employment
practices including selection, hiring, promotion, transfer, and compensation of
all qualified applicants and employees without regard to race, color, sex or
gender, religion, age, national origin, handicap, disability, citizenship
status, or any other status protected by law. With this in mind, there are
certain behaviors that will not be tolerated. These include harassment,
violence, intimidation, and discrimination of any kind involving race, color,
religion, gender, age, national origin, disability, or marital
status.

     

    Accuracy of Company
Records

     

    The
Company requires honest and accurate recording and reporting of information in
order to make responsible business decisions. This includes such data as
quality, safety, and personnel records, as well as financial
records.

    


    All
financial books, records and accounts must accurately reflect transactions and
events, and conform both to required accounting principles and to the Company’s
system of internal controls. No false or artificial entries may be
made.

     

    Retaining Business
Communications

     

    The law
requires us to maintain certain types of corporate records, usually for
specified periods of time. Failure to retain those records for those minimum
periods could subject the Company to penalties and fines, cause the loss of
rights, obstruct justice, place the Company in contempt of court, or seriously
disadvantage the Company in litigation.

    


    From time
to time the Company establishes retention or destruction policies in order to
ensure legal compliance. The Company expects all employees to fully comply with
any published records retention or destruction policies, provided that all
employees should note the following exception: If an employee believes, or the
Company informs you, that the Company’s records are relevant to litigation, or
potential litigation, then all employees must preserve those records until the
Company determines the records are no longer needed. This exception supersedes
any previously or subsequently established destruction policies for those
records. If an employee believes that this exception may apply, or has any
questions regarding the possible applicability of that exception, please contact
the President.

     

    Political
Contributions

     

    No funds
of the Company may be given directly to political candidates. Employees may,
however, engage in political activity with their own resources on their own
time.

     

    Media
Relations

     

    The
Company must speak with a unified voice in all dealings with the press and other
media. As a result, except as otherwise designated by the Company’s Chief
Executive Officer, the Investor Relations Department is the sole contact for
media seeking information about the Company. Any requests from the media must be
referred to the Investor Relations Department.

     

    Intellectual Property
Information

     

    Information
generated in the Company’s business is a valuable asset. Protecting this
information plays an important role in our growth and ability to compete. Such
information includes business and research plans; objectives and strategies;
trade secrets; unpublished financial information; salary and benefits data;
employee, lender and other business partner lists. Employees who have access to
the Company’s intellectual property information are obligated to safeguard it
from unauthorized access and:


    
      
         


      

      
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              Not
      disclose this information to persons outside of the
    Company.

            


    

     

    
      	
               
      

            	
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              Not
      use this information for personal benefit of the benefit of persons
      outside the Company

            


    

     

    
      	
               
      

            	
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              Not
      share this information with other employees except on a legitimate “need
      to know” basis.

            


    

     

    Confidential
or Proprietary Information:

     

    All
persons shall keep confidential, and not use or disclose to any third-parties,
any of the Company’s proprietary and/or other confidential business, which
includes, but is not limited to, its financial condition, trade secrets, ideas,
inventions, conceptions, discoveries, methods, systems, processes, operational
methods, profit margins, client lists and client-related information, strategic
and business plans, forecasts and analyses, financial models, internal financial
information, vendors and vendor terms, agreement and relationships, business
acquisition and expansion plans, private placement memorandums, and/or marketing
and administrative information.  Whether inside of outside the Company
and its facilities, each person shall take any and all reasonable precautions to
protect all such information from inadvertent and/or deliberate
disclosure.  The confidentiality requirements and restrictions set
forth herein apply to employees and others working on behalf of the Company both
during and subsequent to the person’s employment or contractual relationship
(“employment”) with the Company.

     

    All
notes, records, sketches, memoranda, files, recordings, e-mail, and other
documents or things obtained by, prepared by and/or provided to any persons, or
otherwise made, produced or compiled during a person’s employment by the
Company, which contains any confidential or proprietary information or data,
regardless of the medium in which any such information is preserved, are and
shall remain the sole and exclusive property of the Company and shall be given
and/or returned to the Company upon the Company’s request or upon a person’s
termination, resignation, dismissal, and/or departure from the
Company.

     

    All
persons shall execute an Employee/Agent Confidentiality and Non-Solicitation
Agreement as a condition to employment with the Company.

     

    Intellectual
Property – Ownership Interest Agreement

     

    Any and
all ideas, designs, inventions, original works of authorship, derivative works,
trademarks, service marks, improvements, trade secrets, and the like, which are
developed, conceived, invented, formulated, creates, discovered, learned,
produced, reduced to practice, and/or otherwise generated by a person, whether
individually or otherwise, during that person’s employment by the Company,
whether or not during working hours, that relate to (i) the business and/or
activities of the Company, (ii) the Company’s anticipated or actual research or
analysis, or (iii) any work performed by a person for or on behalf of the
Company, shall be the sole and exclusive property of the Company, and the
Company should own any and all right, title, and interest to
such.  Each person assigns, shall assign, and agrees to assign to the
Company any and all right, title, and interest in and to any and all such ideas,
copyrights, original works of authorship, derivative works, trademarks, service
marks, improvements, trade secrets, and the like, whenever requested to do so by
the Company, at the Company’s expense, and each person shall execute any and all
applications, assignments, or other instruments or documents which the Company
deems desirable or necessary to protect such interests and/or to confirm and/or
record its ownership and/or rights therein.

     

    Internet and E-Mail
Policy

     

    The
Company provides an e-mail system and Internet access to certain of its
employees to help them do their work. You may use the e-mail system and the
Internet only for legitimate business purposes in the course of your duties.
Incidental and occasional personal use is permitted, but never for personal gain
or any improper use. Further, employees are prohibited from discussing or
posting information regarding the Company in any external electronic forum,
including Internet chat rooms or electronic bulletin boards.

     

    Reporting Violations and
Complaint Handling

     

    You are
responsible for compliance with the rules, standards and principles described in
this Code. In addition, you should be alert to possible violations of the Code
by the Company’s employees, officers and directors, and you are expected to
report a violation promptly. Normally, reports should be made to one’s immediate
supervisor. Under some circumstances, it may be impractical or you may feel
uncomfortable raising a matter with your supervisor. In those instances, you are
encouraged to contact our General Counsel who will investigate and report the
matter to our Chairman and Chief Executive Officer and/or Board of Directors, as
the circumstance dictates. You will also be expected to cooperate in an
investigation of a violation.


    
      
         


      

      
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    Anyone
who has a concern about our conduct, the conduct of an officer of the Company or
our accounting, internal accounting controls or auditing matters, may
communicate that concern to the Audit Committee of the Board of Directors by
direct communication with our General Counsel or by email or in writing. All
reported concerns shall be forwarded to the Audit Committee and will be
simultaneously addressed by our General Counsel in the same way that other
concerns are addressed by us. The status of all outstanding concerns forwarded
to the Audit Committee will be reported on a quarterly basis by our General
Counsel. The Audit Committee may direct that certain matters be presented to the
full board and may also direct special treatment, including the retention of
outside advisors or counsel, for any concern reported to it.

    


    All
reports will be investigated and whenever possible, requests for confidentiality
shall be honored. And, while anonymous reports will be accepted, please
understand that anonymity may hinder or impede the investigation of a report.
All cases of questionable activity or improper actions will be reviewed for
appropriate action, discipline or corrective actions. Whenever possible, we will
keep confidential the identity of employees, officers or directors who are
accused of violations, unless or until it has been determined that a violation
has occurred.

    


    There
will be no reprisal, retaliation or adverse action taken against any employee
who, in good faith, reports or assists in the investigation of, a violation or
suspected violation, or who makes an inquiry about the appropriateness of an
anticipated or actual course of action.

    


    For
reporting concerns about the Company’s conduct, the conduct of an officer of the
Company, or about the Company’s accounting, internal accounting controls or
auditing matters, you may use the following means of communication:

    


    ADDRESS:                        Audit
Committee of the Board of Directors

    Patient Safety
Technologies

    43460 Ridge Park Drive

    Suite 140

    Temecula, CA 92590

    


    In the
case of a confidential, anonymous submission, employees should set forth their
concerns in writing and forward them in a sealed envelope to the Chairperson of
the Audit Committee, in care of our General Counsel, such envelope to be labeled
with a legend such as: “To be opened by the Audit Committee only.”

     

    Sanctions for Code
Violations

     

    All
violations of the Code will result in appropriate corrective action, up to and
including dismissal. If the violation involves potentially criminal activity,
the individual or individuals in question will be reported, as warranted, to the
appropriate authorities.

     

    Waivers of the
Code

     

    Any
waiver of the Code for the Company’s principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions must be promptly disclosed to shareholders. In
addition, this Code shall incorporate any other provisions relating to
disclosure and/or approval of waivers of the Code required by the national
securities exchange or national securities association on which the Company’s
securities trade.


    
      
         


      

      
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    Patient
Safety Technologies, Inc.

    
      Code of
Business Conduct and Ethics

       

    

    
      
 

    Annual
Acknowledgement Regarding

    Code
of Business Conduct and Ethics

     

    This
annual acknowledgment is to be signed and returned to your supervisor, and will
be retained as part of your permanent personnel file.

     

    I have
read, understand and, to the best of my knowledge, am complying with Patient
Safety Technologies’ Code of Business Conduct and Ethics. I understand that the
Code is issued for informational purposes and that it is no intended to create,
nor does it represent, a contract of employment.

    


    
      
        
          
            
              
                	
                        By:

                      	 
      
	 
      	
                        (Signature)

                      
	 
      	 
      
	
                        Name:

                      	 
      
	 
      	
                        (Please
      Print)

                      
	 
      	 
      
	
                        Title:

                      	 
      
	 
      	 
      
	
                        Date:

                      	 
      


              

            

          

        

      

    

     

    The
failure to read and/or sign this acknowledgment in no way relieves employees of
the responsibility to comply with Patient Safety Technologies, Inc.’s Code of
Business Conduct and Ethics.


    
      
         


      

      
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