NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
      REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
      MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


     

    SURGICOUNT
      MEDICAL, INC. 

     

    WARRANT

     

    Original
      Issue Date: September 8, 2006

     

    SURGICOUNT
      MEDICAL, INC.,
      a
      California corporation (the “Company”),
      hereby
      certifies that, for value received, Steven J. Caspi, or his registered assigns
      (the “Holder”),
      is
      entitled to purchase from the Company a) up to $312,500 in Common Stock of
      the
      Company, at an exercise price to be determined at such time as Patient Safety
      Technologies, Inc. (“PST”),
      the
      Company’s parent, elects to take a direct equity investment in the Company, such
      that the value of the shares acquired, multiplied by the exercise price, does
      not exceed $312,500; or b) a combination of (i) Common Stock of the Company
      and
      (ii) PST common stock pursuant to the terms of that certain warrant issued
      to
      Holder of even date herewith for shares of PST common stock (the “PST
      Warrant”),
      not to
      exceed, in the aggregate, a total investment of $312,500, on the terms and
      as
      set forth in the PST Warrant with respect to the PST shares (each such share
      of
      the Company, a “Warrant
      Share”
      and all
      such shares of the Company, the “Warrant
      Shares”),
      at any
      time and from time to time from and after the date that PST makes such election
      and the Company’s Common Stock has commenced trading on a public exchange,
      through and including the date that is five (5) years from the date that PST
      makes such election (the “Expiration
      Date”),
      except
      as to the PST shares in which case the time period for exercise is as set forth
      in the PST Warrant, and such that Holder’s total investment under both warrants
      does not exceed $312,500, subject to the following terms and
      conditions:

     

    1. Definitions.
      As used
      in this Warrant, the following terms shall have the respective definitions
      set
      forth in this Section 1. Capitalized terms that are used and not defined in
      this
      Warrant that are defined in the Purchase Agreement (as defined below) shall
      have
      the respective definitions set forth in the Purchase Agreement.

     

    “Affiliate”
      means
      any
      Person that, directly or indirectly through one or more intermediaries, controls
      or is controlled by or is under common control with a Person, as such terms
      are
      used in and construed under Rule 12b-2 promulgated under the Exchange Act.
      

     

    “Business
      Day”
      means
      any day except Saturday, Sunday and any day that is a federal legal holiday
      in
      the United States or a day on which banking institutions in the State of
      California are authorized or required by law or other government action to
      close.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Common
      Stock”
      means
      the common stock of the Company, no par value, and any securities into which
      such common stock may hereafter be reclassified. 

     

    “Common
      Stock Equivalents” means
      any
      securities of the Company which would entitle the holder thereof to acquire
      at
      any time Common Stock, including without limitation, any debt, preferred stock,
      rights, options, warrants or other instrument that is at any time convertible
      into or exchangeable for, or otherwise entitles the holder thereof to receive,
      Common Stock.

     

    “Exchange
      Act” means
      the
      Securities Exchange Act of 1934, as amended. 

     

    “Exercise
      Price” means
      the
      price of the shares to be determined when and if the PST elects to take a direct
      equity investment in the Company, subject to adjustment pursuant to Section
      9
      hereof.

     

    “Fundamental
      Transaction”
      means
      any of the following: (1) the Company effects any merger or consolidation of
      the
      Company with or into another Person, (2) the Company effects any sale of all
      or
      substantially all of its assets in one or a series of related transactions,
      (3)
      any tender offer or exchange offer (whether by the Company or another Person)
      is
      completed pursuant to which holders of Common Stock are permitted to tender
      or
      exchange their shares for other securities, cash or property, or (4) the Company
      effects any reclassification of the Common Stock or any compulsory share
      exchange pursuant to which the Common Stock is effectively converted into or
      exchanged for other securities, cash or property.

     

    “Los
      Angeles Courts”
      means
      the state and federal courts sitting in the County of Los Angeles,
      California.

     

    “Market
      Price” means
      the
      average of the five (5) closing prices of the Company’s common stock for the
      five (5) trading days preceding the ex-coupon date.

     

    “Original
      Issue Date”
      means
      the Original Issue Date first set forth on the first page of this
      Warrant.

     

    “Person”
      means
      an
      individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Purchase
      Agreement”
      means
      the Secured Convertible Note and Warrant Purchase Agreement, dated September
      8,
      2006, to which PST and the original Holder are parties. 

     

    “Trading
      Day”
      means
      (i) a day on which the Common Stock is traded on a Trading Market (other than
      the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading
      Market (other than the OTC Bulletin Board), a day on which the Common Stock
      is
      traded in the over-the-counter market, as reported by the OTC Bulletin Board,
      or
      (iii) if the Common Stock is not quoted on any Trading Market, a day on which
      the Common Stock is quoted in the over-the-counter market as reported by the
      Pink Sheets, LLC (or any similar organization or agency succeeding to its
      functions of reporting prices); provided, that in the event that the Common
      Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then
      Trading Day shall mean a Business Day.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Trading
      Market”
      means
      the following markets or exchanges on which the Common Stock is listed or quoted
      for trading on the date in question: the OTC Bulletin Board, the American Stock
      Exchange, the New York Stock Exchange, the Nasdaq National Market or the Nasdaq
      Capital Market.

     

    2. Registration
      of Warrant and Transfers.
      

     

    (a) The
      Company shall register this Warrant upon records to be maintained by the Company
      for that purpose (the “Warrant
      Register”),
      in the
      name of the record Holder hereof from time to time. The Company may deem and
      treat the registered Holder of this Warrant as the absolute owner hereof for
      the
      purpose of any exercise hereof or any distribution to the Holder, and for all
      other purposes, absent actual notice to the contrary. 

     

    (b) The
      Company shall register the transfer of any portion of this Warrant in its
      warrant register, upon surrender of this Warrant, with the Form of Assignment
      attached hereto duly completed and signed, to the Company at its address
      specified herein. Upon any such registration or transfer, a new Warrant to
      purchase Common Stock, in substantially the form of this Warrant (any such
      new
      Warrant, a “New
      Warrant”),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Holder. The
      acceptance of the New Warrant by the transferee thereof shall be deemed the
      acceptance by such transferee of all of the rights and obligations of a holder
      of a Warrant. 

     

    3. Exercise
      and Duration of Warrants.
      This
      Warrant shall be exercisable by the registered Holder at any time and from
      time
      to time on or after the date that PST elects to take a direct equity investment
      in the Company and the Company’s stock becomes available for trading on a public
      exchange, through and including the Expiration Date. At 5:00 p.m. Los Angeles
      time on the Expiration Date, the portion of this Warrant not exercised prior
      thereto shall be and become void and of no value. The Company may not call
      or
      redeem any portion of this Warrant without the prior written consent of the
      affected Holder.

     

    4. Delivery
      of Warrant Shares.

     

    (a) To
      effect
      exercises hereunder, the Holder shall not be required to physically surrender
      this Warrant unless the aggregate Warrant Shares represented by this Warrant
      are
      being exercised. Upon delivery of the Exercise Notice (in the form attached
      hereto) to the Company (with the attached Warrant Shares Exercise Log) at its
      address for notice set forth herein and upon payment of the Exercise Price
      multiplied by the number of Warrant Shares that the Holder intends to purchase
      hereunder, the Company shall promptly (but in no event later than three Trading
      Days after the Date of Exercise (as defined herein)) issue and deliver to the
      Holder, a certificate for the Warrant Shares issuable upon such exercise, which,
      unless otherwise required by the Purchase Agreement, shall be free of
      restrictive legends. The Company shall, upon request of the Holder and
      subsequent to the date on which a registration statement covering the resale
      of
      the Warrant Shares has been declared effective by the Securities and Exchange
      Commission, use its reasonable best efforts to deliver the Warrant Shares
      hereunder electronically through the Depository Trust Corporation or another
      established clearing corporation performing similar functions, if available,
      provided,
      that
      the Company may, but will not be required to, change its transfer agent if
      its
      current transfer agent cannot deliver Warrant Shares electronically through
      the
      Depository Trust Corporation. A “Date
      of Exercise”
      means
      the date on which the Holder shall have delivered to the Company: (i) the
      Exercise Notice (with the Warrant Exercise Log attached to it), appropriately
      completed and duly signed and (ii) if such Holder is not utilizing the cashless
      exercise provisions set forth in this Warrant, payment of the Exercise Price
      for
      the number of Warrant Shares so indicated by the Holder to be
      purchased.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) If
      by the
      third Trading Day after a Date of Exercise the Company fails to deliver the
      required number of Warrant Shares in the manner required pursuant to Section
      4(a), then the Holder will have the right to rescind such exercise.

     

    (c) If
      by the
      third Trading Day after a Date of Exercise the Companyfails to deliver the
      required number of Warrant Shares in the manner required pursuant to Section
      4(a), and if after such third Trading Day and prior to the receipt of such
      Warrant Shares, the Holder purchases (in an open market transaction or
      otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
      Holder of the Warrant Shares which the Holder anticipated receiving upon such
      exercise (a “Buy-In”),
      then
      the Company shall (1) pay in cash to the Holder the amount by which (x) the
      Holder’s total purchase price (including brokerage commissions, if any) for the
      shares of Common Stock so purchased exceeds (y) the amount obtained by
      multiplying (A) the number of Warrant Shares that the Company was required
      to
      deliver to the Holder in connection with the exercise at issue by (B) the
      closing bid price of the Common Stock on the Date of Exercise and (2) at the
      option of the Holder, either reinstate the portion of the Warrant and equivalent
      number of Warrant Shares for which such exercise was not honored or deliver
      to
      the Holder the number of shares of Common Stock that would have been issued
      had
      the Company timely complied with its exercise and delivery obligations
      hereunder. The Holder shall provide the Company written notice indicating the
      amounts payable to the Holder in respect of the Buy-In. 

     

    (d) The
      Company’s obligations to issue and deliver Warrant Shares in accordance with the
      terms hereof are absolute and unconditional, irrespective of any action or
      inaction by the Holder to enforce the same, any waiver or consent with respect
      to any provision hereof, the recovery of any judgment against any Person or
      any
      action to enforce the same, or any setoff, counterclaim, recoupment, limitation
      or termination, or any breach or alleged breach by the Holder or any other
      Person of any obligation to the Company or any violation or alleged violation
      of
      law by the Holder or any other Person, and irrespective of any other
      circumstance which might otherwise limit such obligation of the Company to
      the
      Holder in connection with the issuance of Warrant Shares, with the exception
      that the issuance of Warrant Shares of the Company requires that PST shall
      have
      first taken a direct equity investment in the Company and caused the Company’s
      Common Stock to commence being traded on a public exchange, prior to exercise
      of
      this Warrant. Nothing herein shall limit a Holder’s right to pursue any other
      remedies available to it hereunder, at law or in equity including, without
      limitation, a decree of specific performance and/or injunctive relief with
      respect to the Company’s failure to timely deliver certificates representing
      Warrant Shares upon exercise of the Warrant as required pursuant to the terms
      hereof.

     

    5. Trading
      Market Limitations.
      Unless
      permitted by the applicable rules and regulations of the principal securities
      market on which the Company’s Common Stock is then listed or traded, in no event
      shall the Company issue upon exercise of or otherwise pursuant to this Warrant
      and upon conversion of or otherwise pursuant to the Note issued pursuant to
      the
      Purchase Agreement more than the maximum number of shares of Common Stock that
      the Company can issue pursuant to any rule of the principal securities market
      on
      which the Company’s Common Stock is then traded (the “Maximum
      Share Amount”),
      which
      the parties agree is, as of the Closing, 19.99% of the total shares of Common
      Stock outstanding. In the event that the sum of (x) the aggregate number of
      shares of Common Stock issued upon exercise of the Warrant and upon conversion
      of the Note issued pursuant to the Purchase Agreement plus
      (y) the
      aggregate number of shares of Common Stock that remain issuable upon exercise
      of
      the Warrant and upon conversion of the Note issued pursuant to the Purchase
      Agreement, represents at least one hundred percent (100%) of the Maximum Share
      Amount (the “Triggering
      Event”),
      the
      Company will use its best efforts to seek and obtain Shareholder Approval (or
      obtain such other relief as will allow exercises hereunder in excess of the
      Maximum Share Amount) as soon as practicable following the Triggering Event.
      As
      used herein, “Shareholder
      Approval”
      means
      approval by the shareholders of the Company to authorize the issuance of the
      full number of shares of Common Stock which would be issuable upon full exercise
      of this Warrant and upon full conversion of the Note but for the Maximum Share
      Amount.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    6. Charges,
      Taxes and Expenses.
      Issuance and delivery of Warrant Shares upon exercise of this Warrant shall
      be
      made without charge to the Holder for any issue or transfer tax, withholding
      tax, transfer agent fee or other incidental tax or expense in respect of the
      issuance of such certificates, all of which taxes and expenses shall be paid
      by
      the Company; provided, however, that the Company shall not be required to pay
      any tax which may be payable in respect of any transfer involved in the
      registration of any certificates for Warrant Shares or Warrants in a name other
      than that of the Holder. The Holder shall be responsible for all other tax
      liability that may arise as a result of holding or transferring this Warrant
      or
      receiving Warrant Shares upon exercise hereof.

     

    7. Replacement
      of Warrant.
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction and customary and reasonable indemnity (which shall not
      include a surety bond), if requested. Applicants for a New Warrant under such
      circumstances shall also comply with such other reasonable regulations and
      procedures and pay such other reasonable third-party costs as the Company may
      prescribe. If a New Warrant is requested as a result of a mutilation of this
      Warrant, then the Holder shall deliver such mutilated Warrant to the Company
      as
      a condition precedent to the Company’s obligation to issue the New
      Warrant.

     

    8. Reservation
      of Warrant Shares.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued and otherwise unreserved Common
      Stock, solely for the purpose of enabling it to issue Warrant Shares upon
      exercise of this Warrant as herein provided, the number of Warrant Shares which
      are then issuable and deliverable upon the exercise of this entire Warrant,
      free
      from preemptive rights or any other contingent purchase rights of Persons other
      than the Holder (taking into account the adjustments and restrictions of Section
      9). The Company covenants that all Warrant Shares so issuable and deliverable
      shall, upon issuance and the payment of the applicable Exercise Price in
      accordance with the terms hereof, be duly and validly authorized, issued and
      fully paid and nonassessable.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    9. Certain
      Adjustments.
      The
      Exercise Price and number of Warrant Shares issuable upon exercise of this
      Warrant are subject to adjustment from time to time as set forth in this Section
      9.

     

    (a) Stock
      Dividends and Splits.
      If the
      Company, at any time while this Warrant is outstanding, (i) pays a stock
      dividend on its Common Stock or otherwise makes a distribution on any class
      of
      capital stock that is payable in shares of its Common Stock, (ii) subdivides
      outstanding shares of its Common Stock into a larger number of shares, or (iii)
      combines outstanding shares of its Common Stock into a smaller number of shares,
      then in each such case the Exercise Price shall be multiplied by a fraction
      of
      which the numerator shall be the number of shares of its Common Stock
      outstanding immediately before such event and of which the denominator shall
      be
      the number of shares of its Common Stock outstanding immediately after such
      event. Any adjustment made pursuant to clause (i) of this paragraph shall become
      effective immediately after the record date for the determination of
      stockholders entitled to receive such dividend or distribution, and any
      adjustment pursuant to clause (ii) or (iii) of this paragraph shall become
      effective immediately after the effective date of such subdivision or
      combination.

     

    (b) Subsequent
      Equity Sales.
      If the
      Company, at any time while this Warrant is outstanding, shall offer, sell,
      grant
      any option to purchase or offer, sell or grant any right to re-price its
      securities, or otherwise dispose of or issue (or announce any offer, sale,
      grant
      or any option to purchase or other disposition) any Common Stock or Common
      Stock
      Equivalents entitling any Person to acquire shares of Common Stock, at an
      effective price per share less than the then Exercise Price (such lower price,
      the “New
      Issue Price”
      and each
      such issuance, a “Dilutive
      Issuance”),
      as
      adjusted hereunder (if the holder of the Common Stock or Common Stock
      Equivalents so issued shall at any time, whether by operation of purchase price
      adjustments, reset provisions, floating conversion, exercise or exchange prices
      or otherwise, or due to warrants, options or rights per share which are issued
      in connection with such issuance, be entitled to receive shares of Common Stock
      at an effective price per share which is less than the then Exercise Price,
      such
      issuance shall be deemed to have occurred for less than the then Exercise
      Price), then immediately after each such Dilutive Issuance, the Exercise Price
      then in effect shall be reduced to an amount equal to the New Issue Price.
      Such
      adjustment shall be made whenever such Common Stock or Common Stock Equivalents
      are issued.

     

    (c) Number
      of Warrant Shares.
      Simultaneously with any adjustment to the Exercise Price pursuant to Section
      9(a), the number of Warrant Shares that may be purchased upon exercise of this
      Warrant shall be increased or decreased proportionately, so that after such
      adjustment the aggregate Exercise Price payable hereunder for the adjusted
      number of Warrant Shares shall be the same as the aggregate Exercise Price
      in
      effect immediately prior to such adjustment.

    


    (d) Calculations.
      All
      calculations under this Section 9 shall be made to the nearest cent or the
      nearest 1/100th
      of a
      share, as applicable. The number of shares of Common Stock outstanding at any
      given time shall not include shares owned or held by or for the account of
      the
      Company, and the disposition of any such shares shall be considered an issue
      or
      sale of Common Stock.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    (e) Notice
      of Adjustments.
      Upon
      the occurrence of each adjustment pursuant to this Section 9, the Company,
      at
      its expense, will promptly compute such adjustment in accordance with the terms
      of this Warrant and prepare a certificate setting forth such adjustment,
      including a statement of the adjusted Exercise Price and adjusted number or
      type
      of Warrant Shares or other securities issuable upon exercise of this Warrant
      (as
      applicable), describing the transactions giving rise to such adjustments and
      showing in detail the facts upon which such adjustment is based. Upon written
      request, the Company will promptly deliver a copy of each such certificate
      to
      the Holder and to the Company’s Transfer Agent.

    


    10. Payment
      of Exercise Price.
      The
      Holder may pay the Exercise Price in one of the following manners:

     

    (a) Cash
      Exercise.
      The
      Holder may deliver immediately available funds; or

     

    (b) Cashless
      Exercise.
      Following the one year anniversary of the Original Issue Date, if an Exercise
      Notice is delivered at a time when a registration statement permitting the
      Holder to resell the Warrant Shares is not then effective or the prospectus
      forming a part thereof is not then available to the Holder for the resale of
      the
      Warrant Shares, then the Holder may notify the Company in an Exercise Notice
      of
      its election to utilize cashless exercise, in which event the Company shall
      issue to the Holder the number of Warrant Shares determined as
      follows:

     

    X
      = Y
      [(A-B)/A]

     

    where:

     

    X
      = the
      number of Warrant Shares to be issued to the Holder.

     

    Y
      = the
      number of Warrant Shares with respect to which this Warrant is being
      exercised.

     

    A
      = the
      closing price (or average of the closing bid and asked if there is no closing
      price) for the Trading Day immediately prior to (but not including) the Exercise
      Date.

     

    B
      = the
      Exercise Price.

     

    For
      purposes of Rule 144 promulgated under the Securities Act, it is intended,
      understood and acknowledged that the Warrant Shares issued in a cashless
      exercise transaction shall be deemed to have been acquired by the Holder, and
      the holding period for the Warrant Shares shall be deemed to have commenced,
      on
      the date that PST elects to take a direct equity investment in the Company
      and
      the Company’s common stock has commenced trading on a public
      exchange.

     

    11. Limitations
      on Exercise.
      Notwithstanding anything to the contrary contained herein, the number of Warrant
      Shares that may be acquired by the Holder upon any exercise of this Warrant
      (or
      otherwise in respect hereof) shall be limited to the extent necessary to insure
      that, following such exercise (or other issuance), the total number of shares
      of
      Common Stock then beneficially owned by such Holder and its Affiliates and
      any
      other Persons whose beneficial ownership of Common Stock would be aggregated
      with the Holder’s for purposes of Section 13(d) of the Exchange Act does not
      exceed 9.999% of the total number of issued and outstanding shares of Common
      Stock (including for such purpose the shares of Common Stock issuable upon
      such
      exercise). For such purposes, beneficial ownership shall be determined in
      accordance with Section 13(d) of the Exchange Act and the rules and regulations
      promulgated thereunder. The provisions of this Section 11 may be waived by
      the
      Holder, at the election of the Holder, upon not less than 61 days’ prior notice
      to the Company, and the provisions of this Section 11 shall continue to apply
      until such 61st
      day (or
      such later date, as determined by the Holder, as may be specified in such notice
      of waiver).

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    12. No
      Fractional Shares.
      No
      fractional shares of Warrant Shares will be issued in connection with any
      exercise of this Warrant. In lieu of any fractional shares which would otherwise
      be issuable, the Company shall pay cash equal to the product of such fraction
      multiplied by the closing price of one Warrant Share as reported by the
      applicable Trading Market on the date of exercise.

     

    13. Notices.
      Any and
      all notices or other communications or deliveries hereunder (including, without
      limitation, any Exercise Notice) shall be in writing and shall be deemed given
      and effective on the earliest of (i) the date of transmission, if such notice
      or
      communication is delivered via facsimile at the facsimile number specified
      in
      this Section prior to 5:00 p.m. (Los Angeles time) on a Trading Day, (ii) the
      next Trading Day after the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number specified in this Section
      on
      a day that is not a Trading Day or later than 5:00 p.m. (Los Angeles time)
      on
      any Trading Day, (iii) the Trading Day following the date of mailing, if sent
      by
      nationally recognized overnight courier service, or (iv) upon actual receipt
      by
      the party to whom such notice is required to be given. The addresses for such
      communications shall be: (i) if to the Company, to SurgiCount Medical, Inc.,
      Attn: President, or to facsimile no.: (310)
      895-7751
      (or such
      other address as the Company shall indicate in writing in accordance with this
      Section), or (ii) if to the Holder, to the address or facsimile number appearing
      on the Warrant Register or such other address or facsimile number as the Holder
      may provide to the Company in accordance with this Section.

     

    14. Warrant
      Agent.
      The
      Company shall serve as warrant agent under this Warrant. Upon 10 days’ notice to
      the Holder, the Company may appoint a new warrant agent. Any corporation into
      which the Company or any new warrant agent may be merged or any corporation
      resulting from any consolidation to which the Company or any new warrant agent
      shall be a party or any corporation to which the Company or any new warrant
      agent transfers substantially all of its corporate trust or shareholders
      services business shall be a successor warrant agent under this Warrant without
      any further act. Any such successor warrant agent shall promptly cause notice
      of
      its succession as warrant agent to be mailed (by first class mail, postage
      prepaid) to the Holder at the Holder’s last address as shown on the Warrant
      Register.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    15. Miscellaneous.

     

    (a) This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and assigns. Subject to the preceding sentence,
      nothing in this Warrant shall be construed to give to any Person other than
      the
      Company and the Holder any legal or equitable right, remedy or cause of action
      under this Warrant. This Warrant may be amended only in writing, signed by
      PST,
      the Company and the Holder and their respective successors and
      assigns.

     

    (b) All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be governed by and construed and enforced in accordance
      with the internal laws of the State of California (unless the Company should
      reincorporate in the State of Delaware, in which case, in matters of corporate
      law, Delaware law shall control), without regard to the principles of conflicts
      of law thereof. Each party agrees that all legal proceedings concerning the
      interpretations, enforcement and defense of this Warrant and the transactions
      herein contemplated (“Proceedings”)
      (whether brought against a party hereto or its respective Affiliates, employees
      or agents) shall be commenced exclusively in the Los Angeles Courts. Each party
      hereto hereby irrevocably submits to the exclusive jurisdiction of the Los
      Angeles Courts for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein, and
      hereby irrevocably waives, and agrees not to assert in any Proceeding, any
      claim
      that it is not personally subject to the jurisdiction of any Los Angeles Court,
      or that such Proceeding has been commenced in an improper or inconvenient forum.
      Each party hereto hereby irrevocably waives personal service of process and
      consents to process being served in any such Proceeding by mailing a copy
      thereof via registered or certified mail or overnight delivery (with evidence
      of
      delivery) to such party at the address in effect for notices to it under this
      Warrant and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      Each party hereto hereby irrevocably waives, to the fullest extent permitted
      by
      applicable law, any and all right to trial by jury in any legal proceeding
      arising out of or relating to this Warrant or the transactions contemplated
      hereby. If either party shall commence a Proceeding to enforce any provisions
      of
      this Warrant, then the prevailing party in such Proceeding shall be reimbursed
      by the other party for its attorney’s fees and other costs and expenses incurred
      with the investigation, preparation and prosecution of such
      Proceeding.

     

    (c) The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    (d) In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.

     

    (e) Prior
      to
      exercise of this Warrant, the Holder hereof shall not, by reason of being a
      Holder, be entitled to any rights of a stockholder with respect to the Warrant
      Shares.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above.

     

    
      	 	 	 
	 	SURGICOUNT
              MEDICAL, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 	 
	 	Title: 	 


    

     

     

    
      	Consented
              to: 	 	 
	 	 	 	 
	PATIENT SAFETY
              TECHNOLOGIES, INC. 	 	 
	 	 	 	 
	By: 	 	 	 
	Name: 	 	 	 
	Title: 	 	 	 


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    EXERCISE
      NOTICE

     

    SURGICOUNT
      MEDICAL, Inc.

     

    WARRANT
      DATED SEPTEMBER 8, 2006

     

    The
      undersigned Holder hereby irrevocably elects to purchase _____________ shares
      of
      Common Stock of SurgiCount Medical, Inc. (the “Company”) pursuant to the above
      referenced Warrant. Capitalized terms used herein and not otherwise defined
      have
      the respective meanings set forth in the Warrant.

     

    (1) The
      undersigned Holder hereby exercises its right to purchase _________________
      Warrant Shares pursuant to the Warrant.

     

    (2) The
      Holder intends that payment of the Exercise Price shall be made as (check
      one):

     

    
      	 	
              _____ 

            	“Cash Exercise” under Section
              10 
	 	 	 	 
	 	
              _____ 

            	“Cashless Exercise” under Section
              10 


    

     

    (3) If
      the
      holder has elected a Cash Exercise, the holder shall pay the sum of
      $____________ to the Company in accordance with the terms of the
      Warrant.

     

    (4) Pursuant
      to this Exercise Notice, the Company shall deliver to the holder _______________
      Warrant Shares in accordance with the terms of the Warrant.

     

    (5) By
      its
      delivery of this Exercise Notice, the undersigned represents and warrants to
      the
      Company that in giving effect to the exercise evidenced hereby the Holder will
      not beneficially own in excess of the number of shares of Common Stock
      (determined in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934) permitted to be owned under Section 11 of this Warrant to which this
      notice relates.

     

    
      	 	 	 
	Dated:_____, __ 	
              Name
                of Holder: 

            
	 	 	 
	 	(Print) 	 
	 	 	 
	 	By:  	 
	 	
              Name: 

            	 
	 	
              Title: 

            	 
	 	 	 
	 	
              (Signature
                must conform in all respects to name of holder as specified on the
                face of
                the Warrant) 

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    Warrant
      Shares Exercise Log

     

    
      	
              Date

            	 	 	
              Number
                of Warrant Shares Available to be Exercised

            	 	 	
              Number
                of Warrant Shares Exercised 

            	 	 	
              Number
                of Warrant Shares Remaining to be Exercised

            	 
	
               

               

               

               

               

               

            	 	 	 	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    SURGICOUNT
      MEDICAL, Inc.

    WARRANT
      ORIGINALLY ISSUED SEPTEMBER 8, 2006

    WARRANT
      NO. [ ]

     

    FORM
      OF
      ASSIGNMENT

     

    [To
      be
      completed and signed only upon transfer of Warrant]

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ________________________________ the right represented by the above-captioned
      Warrant to purchase ____________ shares of Common Stock to which such Warrant
      relates and appoints ________________ attorney to transfer said right on the
      books of the Company with full power of substitution in the
      premises.

     

    Dated: _______________,
      ____

     

    
      	 	 	 
	 	 	(Signature must conform
              in all
              respects to name of holder as specified on the face of the
              Warrant) 
	 	 	 	 
	 	 	 
	 	 	Address of
              Transferee 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	In the presence of: 	 	 
	 	 	 
	 	 	 


    

     

    
      
        
        

      

      
        13