GUARANTY

    


    This
      GUARANTY (the “Guaranty”)
      is
      made and dated as of the 8th day
      of
      September, 2006
      by
      LOUIS GLAZER, M.D. (the “Guarantor”).

    


    RECITALS

    


    A. Pursuant
      to that certain Secured Convertible Note and Warrant Purchase Agreement, dated
      as of September 8,
      2006
      (as the same may be amended, modified, supplemented or restated from time to
      time, the “Financing
      Agreement”)
      between Patient Safety Technologies, Inc., a Delaware corporation (the
“Borrower”),
      and
      Steven J. Caspi (the “Lender”),
      the
      Lender agreed to extend credit to the Borrower in the principal amount of
      $1,495,280.89. Capitalized terms used herein without definition have the
      meanings assigned thereto in the Financing Agreement.

    


    B. As
      a
      condition precedent to the Lender’s obligation to extend such credit, the
      Guarantor is required to execute and deliver this Guaranty to the
      Lender.

    


    NOW,
      THEREFORE, in consideration of the above Recitals and for other good and
      valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, the Guarantor hereby agrees as follows, subject to the terms
      of
      Section 18 of this Guaranty which shall, in all cases, control:

    


    AGREEMENT

    


    1. The
      Guarantor hereby unconditionally guarantees the payment when due, upon maturity,
      acceleration or otherwise, of all obligations of the Borrower to the Lender
      under the Financing Agreement, the Note and the Related Documents, whether
      heretofore, now, or hereafter made, incurred or created, whether voluntary
      or
      involuntary and however arising, absolute or contingent, liquidated or
      unliquidated, determined or undetermined (collectively and severally, the
“Obligations”),
      whether or not such Obligations are from time to time reduced, or extinguished
      and thereafter increased (subject to the proviso set forth in Section 5(a)
      below)
      or
      incurred, whether the Borrower may be liable individually or jointly with
      others, whether or not recovery upon such Obligations may be or hereafter become
      barred by any statute of limitations, and whether or not such Obligations may
      be
      or hereafter become otherwise unenforceable.

    


    2. The
      Guarantor unconditionally guarantees the payment of the Obligations, due or
      payable by the Borrower, upon: (a) the dissolution, insolvency or business
      failure of, or any assignment for benefit of creditors by, or commencement
      of
      any bankruptcy, reorganization, arrangement, moratorium or other debtor relief
      proceedings by or against, the Borrower or the Guarantor, or (b) the appointment
      of a receiver for, or the attachment, restraint of or making or levying of
      any
      order of court or legal process affecting, the property of the Borrower or
      the
      Guarantor, and unconditionally promises to pay such Obligations to the Lender,
      or order, on demand, in lawful money of the United States. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    3. The
      liability of the Guarantor hereunder is exclusive and independent of any
      security for or other guaranty of the Obligations, whether executed by the
      Guarantor or by any other party, and the liability of the Guarantor hereunder
      is
      not affected or impaired by (a) any direction of application of payment by
      the
      Borrower or by any other party, or (b) any other guaranty, undertaking or
      maximum liability of the Guarantor or of any other party as to the Obligations,
      or (c) any payment on or in reduction of any such other guaranty or undertaking,
      or (d) any revocation or release of any obligations of any other guarantor
      of
      the Obligations, or (e) any dissolution, termination or increase, decrease
      or
      change in personnel of the Guarantor, or (f) any payment made to the Lender
      on
      the Obligations which the Lender repays to the Borrower pursuant to court order
      in any bankruptcy, reorganization, arrangement, moratorium or other debtor
      relief proceeding, and the Guarantor waives any right to the deferral or
      modification of the Guarantor’s obligations hereunder by reason of any such
      proceeding. 

    


    4. (a) The
      obligations of the Guarantor hereunder are independent of the Obligations of
      the
      Borrower, and a separate action or actions may be brought and prosecuted against
      the Guarantor whether or not action is brought against the Borrower and whether
      or not the Borrower be joined in any such action or actions. The Guarantor
      waives, to the fullest extent permitted by law, the benefit of any statute
      of
      limitations affecting its liability hereunder or the enforcement thereof. Any
      payment by the Borrower or other circumstance which operates to toll any statute
      of limitations as to the Borrower shall operate to toll the statute of
      limitations as to the Guarantor. 

    


    (b) All
      payments made by the Guarantor under this Guaranty shall be made without set-off
      or counterclaim and free and clear of and without deductions for any present
      or
      future taxes, fees, withholdings or conditions of any nature (“Taxes”).
      The
      Guarantor shall pay any such Taxes, including Taxes on any amounts so paid,
      and
      will promptly furnish the Lender copies of any tax receipts or such other
      evidence of payment as the Lender may require. 

    


    5. The
      Guarantor authorizes the Lender (whether or not after termination of this
      Guaranty), without notice or demand (except as shall be required by applicable
      statute and cannot be waived), and without affecting or impairing its liability
      hereunder, from time to time to (a) renew, compromise, extend, increase,
      accelerate or otherwise change the time for payment of, or otherwise change
      the
      terms of Obligations or any part thereof, including increase or decrease of
      the
      rate of interest thereon; provided, however, that except for any loans or
      advances that are made to protect the Collateral or maintain the Collateral
      lien
      free (such as advances of rea estate taxes or insurance), any additional loans
      or advances by the Lender to the Borrower that increase the principal amount
      of
      the Obligations shall not increase the Obligations guaranteed hereunder, unless
      the Guarantor has consented to such increase;
      (b) take
      and hold security for the payment of this Guaranty or the Obligations and
      exchange, enforce, waive and release any such security; (c) apply such security
      and direct the order or manner of sale thereof as the Lender in its discretion
      may determine; and (d) release or substitute any one or more endorsers,
      guarantors, the Borrower or other obligors. The Lender may, without notice
      to or
      the further consent of the Borrower or the Guarantor, assign this Guaranty
      in
      whole or in part to any person acquiring an interest in the
      Obligations.

     

    
      
         

      

      
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    6. It
      is not
      necessary for the Lender to inquire into the capacity or power of the Borrower
      or the officers acting or purporting to act on its behalf, and Obligations
      made
      or created in reliance upon the professed exercise of such powers shall be
      guaranteed hereunder.

    


    7. The
      Guarantor waives any right to require the Lender to (a) proceed against the
      Borrower or any other party; (b) proceed against or exhaust any security held
      from the Borrower; or (c) pursue any other remedy in the Lender’s power
      whatsoever. The Guarantor waives any personal defense based on or arising out
      of
      any personal defense of the Borrower other than payment in full of the
      Obligations, including, without limitation, any defense based on or arising
      out
      of the disability of the Borrower, or the unenforceability of the Obligations
      or
      any part thereof from any cause, or the cessation from any cause of the
      liability of the Borrower other than payment in full of the Obligations. The
      Lender may, at its election, foreclose on any security held for the Obligations
      by one or more judicial or nonjudicial sales, or exercise any other right or
      remedy the Lender may have against the Borrower, or any security, without
      affecting or impairing in any way the liability of the Guarantor hereunder
      except to the extent the Obligations have been paid. The Guarantor waives all
      rights and defenses that the Guarantor may have because the Obligations are
      or
      become secured by real property. This means, among other things: (a) the Lender
      may collect from the Guarantor without first foreclosing on any real or personal
      property collateral pledged by the Borrower; (b) if the Lender forecloses on
      any
      real property collateral pledged by the Borrower: (1) the amount of the
      Obligations may be reduced only by the price for which that collateral is sold
      at the foreclosure sale, even if the collateral is worth more than the sale
      price, and (2) the Lender may collect from the Guarantor even if the Lender,
      by
      foreclosing on the real property collateral, has destroyed any right the
      Guarantor may have to collect from the Borrower. This is an unconditional and
      irrevocable waiver of any rights and defenses the Guarantor may have because
      the
      Obligations are secured by real property. These rights and defenses include,
      but
      are not limited to, any rights or defenses based upon Section 580a, 580b, 580d,
      or 726 of the California Code of Civil Procedure. The Guarantor waives all
      rights and defenses arising out of an election of remedies by the Lender, even
      though that election of remedies, such as a nonjudicial foreclosure with respect
      to security for a guaranteed obligation, has destroyed the Guarantor’s rights of
      subrogation and reimbursement against the principal by the operation of Section
      580d of the California Code of Civil Procedure or otherwise.

    


    8. The
      Guarantor hereby waives any claim or other rights which the Guarantor may now
      have or may hereafter acquire against the Borrower or any other guarantor of
      all
      or any of the Obligations that arise from the existence or performance of the
      Guarantor’s obligations under this Guaranty or any other of this Guaranty (any
      such claims and rights being referred to as the “Guarantor’s
      Conditional Rights”),
      including, without limitation, any right of subrogation, reimbursement,
      exoneration, contribution, or indemnification, any right to participate in
      any
      claim or remedy which the Lender has against the Borrower or any collateral
      which the Lender now has or hereafter acquires for the Obligations, whether
      or
      not such claim, remedy or right arises in equity or under contract, statute
      or
      common law, by any payment made hereunder or otherwise, including, without
      limitation, the right to take or receive from the Borrower, directly or
      indirectly, in cash or other property or by setoff or in any other manner,
      payment or security on account of such claim or other rights until such time
      as
      the Obligations have been paid and performed in full and the period of time
      has
      expired during which any payment made by the Borrower or the Guarantor to the
      Lender may be determined to be a preferential payment. If, notwithstanding
      the
      foregoing provisions, any amount shall be paid to the Guarantor on account
      of
      the Guarantor’s Conditional Rights and either (a) such amount is paid to the
      Guarantor at any time when the Obligations shall not have been paid or performed
      in full, or (b) regardless of when such amount is paid to the Guarantor any
      payment made by the Borrower to the Lender is at any time determined to be
      a
      preferential payment, then such amount paid to the Guarantor shall be deemed
      to
      be held in trust for the benefit of the Lender and shall forthwith be paid
      to
      the Lender to be credited and applied upon the Obligations, whether matured
      or
      unmatured, in such order and manner as the Lender, in its sole discretion,
      shall
      determine. To the extent that any of the provisions of this Section
      8
      shall
      not be enforceable, the Guarantor agrees that until such time as the Obligations
      have been paid and performed in full and the period of time has expired during
      which any payment made by the Borrower or the Guarantor to the Lender may be
      determined to be a preferential payment, the Guarantor’s Conditional Rights to
      the extent not validly waived shall be subordinate to the Lender’s right to full
      payment and performance of the Obligations and the Guarantor shall not seek
      to
      enforce the Guarantor’s Conditional Rights during such period.

     

    
      
         

      

      
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    9. The
      Guarantor waives all presentments, demands for performance, protests and
      notices, including, without limitation, notices of nonperformance, notices
      of
      protest, notices of dishonor, notices of acceptance of this Guaranty, and
      notices of the existence, creation or incurring of new or additional
      Obligations. The Guarantor assumes all responsibility for being and keeping
      itself informed of the Borrower’s financial condition and assets, and of all
      other circumstances bearing upon the risk of nonpayment of the Obligations
      and
      the nature, scope and extent of the risks which the Guarantor assumes and incurs
      hereunder, and agrees that the Lender shall have no duty to advise the Guarantor
      of information known to it regarding such circumstances or risks. 

    


    10. In
      addition to the Obligations, the Guarantor agrees to pay reasonable attorneys’
fees and all other costs and expenses incurred by the Lender in enforcing this
      Guaranty in any action or proceeding arising out of or relating to this
      Guaranty. This Guaranty and the liability and obligations of the Guarantor
      hereunder are binding upon the Guarantor and its successors and assigns, and
      this Guaranty inures to the benefit of and is enforceable by the Lender and
      its
      successors, transferees, and assigns. 

    


    11. No
      right
      or power of the Lender hereunder shall be deemed to have been waived by any
      act
      or conduct on the part of the Lender, or by any neglect to exercise such right
      or power, or by any delay in so doing, and every right or power shall continue
      in full force and effect until specifically waived or released by an instrument
      in writing executed by the Lender. 

    


    12. The
      Guarantor agrees to execute any and all further documents, instruments and
      agreements as the Lender from time to time reasonably requests to evidence
      the
      Guarantor’s obligations hereunder. 

    


    13. The
      Guarantor hereby represents and warrants and agrees that:

    


    (a) The
      Guarantor has reviewed and approved the Financing Agreement and the Related
      Documents. 

     

    
      
         

      

      
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    (b) This
      Guaranty has been duly executed and delivered on behalf of the Guarantor and
      constitutes the legal, valid and binding obligation of the Guarantor enforceable
      against the Guarantor in accordance with its terms. 

    


    (c) The
      execution, delivery and performance of this Guaranty by the Guarantor will
      not
      violate any requirement of law or regulation binding upon or applicable to
      the
      Guarantor or any contractual obligation of the Guarantor. 

    


    (d) The
      Guarantor will not sell, transfer or convey any of his assets for less than
      fair
      market value and reasonably equivalent consideration.

    


    14. This
      Guaranty shall be deemed to be made under and shall be governed by the laws
      of
      the State of California. THE GUARANTOR AND THE LENDER KNOWINGLY, VOLUNTARILY
      AND
      INTENTIONALLY WAIVE ANY RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN
      ANY
      LITIGATION BASED UPON OR ARISING OUT OF THIS GUARANTY OR ANY RELATED INSTRUMENT
      OR AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY OR ANY
      COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTION
      OF
      EITHER OF THEM. NEITHER THE LENDER NOR THE GUARANTOR SHALL SEEK TO CONSOLIDATE,
      BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN
      WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN
      WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY
      RESPECT OR RELINQUISHED BY LENDER OR GUARANTOR EXCEPT BY A WRITTEN INSTRUMENT
      EXECUTED BY BOTH OF THEM.

     

    15.
      (a) In
      the
      event that the waiver of jury trial set forth in Section 14 above is not
      enforceable, the Guarantor and the Lender elect to proceed under the provisions
      of this Section 15 (the “Reference
      Provision”).

     

    (b) With
      the
      exception of the matters specified in clause (c) below, any controversy, dispute
      or claim (each, a “Claim”)
      between the parties arising out of or relating to this Guaranty will be resolved
      by a reference proceeding in California in accordance with the provisions of
      Section 638
      et
      seq.
      of the
      California Code of Civil Procedure (“CCP”),
      or
      their successor sections, which shall constitute the exclusive remedy for the
      resolution of any Claim, including whether the Claim is subject to the reference
      proceeding. Except as otherwise provided in this Guaranty, venue for the
      reference proceeding will be in the state or federal court in the county or
      district where venue is otherwise appropriate under applicable law (the
“Court”).

     

    (c) The
      matters that shall not be subject to a reference are the following:


     

    (i) non-judicial
      foreclosure of any security interests in real or personal property;


     

    
      
         

      

      
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    (ii)
       exercise
      of self-help remedies (including, without limitation, set-off); 

     

    (iii) appointment
      of a receiver; and 

     

    (iv) temporary,
      provisional or ancillary remedies (including, without limitation, writs of
      attachment, writs of possession, temporary restraining orders or preliminary
      injunctions). 

     

    This
      Section 15 does not limit the right of any party to exercise or oppose any
      of
      the rights and remedies described in clauses (i) and (ii) or to seek or oppose
      from a court of competent jurisdiction any of the matters described in clauses
      (iii) and (iv). The exercise of, or opposition to, any of those matters does
      not
      waive the right of any party to a reference pursuant to this Section
      15.

     

    (d) The
      referee shall be a retired judge or justice selected by mutual written agreement
      of the parties. If the parties do not agree within ten (10) days of a written
      request to do so by any party, then, upon request of any party, the referee
      shall be selected by the Presiding Judge of the Court (or his or her
      representative). A request for appointment of a referee may be heard on an
      ex
      parte or expedited basis, and the parties agree that irreparable harm would
      result if ex parte relief is not granted. Pursuant to CCP Sec. 170.6, each
      party
      shall have one peremptory challenge to the referee selected by the Presiding
      Judge of the Court (or his or her representative).

     

    (e) The
      parties agree that time is of the essence in conducting the reference
      proceedings. Accordingly, the referee shall be requested, subject to change
      in
      the time periods specified herein for good cause shown, to: 

     

    (i) set
      the
      matter for a status and trial-setting conference within fifteen (15) days after
      the date of selection of the referee; 

     

    (ii) if
      practicable, try all issues of law or fact within one hundred twenty (120)
      days
      after the date of the conference; and 

     

    (iii) report
      a
      statement of decision within twenty (20) days after the matter has been
      submitted for decision.

     

    (f) The
      referee will have power to expand or limit the amount and duration of discovery.
      The referee may set or extend discovery deadlines or cutoffs for good cause,
      including a party’s failure to provide requested discovery for any reason
      whatsoever. Unless otherwise ordered, no party shall be entitled to “priority”
in conducting discovery, depositions may be taken by either party upon seven
      (7)
      days written notice, and all other discovery shall be responded to within
      fifteen (15) days after service. All disputes relating to discovery which cannot
      be resolved by the parties shall be submitted to the referee whose decision
      shall be final and binding.

     

    (g) Except
      as
      expressly set forth in this Section 15, the referee shall determine the manner
      in which the reference proceeding is conducted including the time and place
      of
      hearings, the order of presentation of evidence, and all other questions that
      arise with respect to the course of the reference proceeding. All proceedings
      and hearings conducted before the referee, except for trial, shall be conducted
      without a court reporter, except that when any party so requests, a court
      reporter will be used at any hearing conducted before the referee, and the
      referee will be provided a courtesy copy of the transcript. The party making
      such a request shall have the obligation to arrange for and pay the court
      reporter. Subject to the referee’s power to award costs to the prevailing party,
      the parties will equally share the cost of the referee and the court reporter
      at
      trial.

     

    
      
         

      

      
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    (h) The
      referee shall be required to determine all issues in accordance with existing
      case law and the statutory laws of the State of California. The rules of
      evidence applicable to proceedings at law in the State of California will be
      applicable to the reference proceeding. The referee shall be empowered to enter
      equitable as well as legal relief, enter equitable orders that will be binding
      on the parties and rule on any motion that would be authorized in a trial,
      including without limitation motions for summary judgment or summary
      adjudication. The referee shall issue a decision at the close of the reference
      proceeding which disposes of all Claims of the parties that are the subject
      of
      the reference. Pursuant to CCP Sec. 644, such decision shall be entered by
      the
      Court as a judgment or an order in the same manner as if the action had been
      tried by the Court and any such decision will be final, binding and conclusive.
      The parties reserve the right to appeal from the final judgment or order or
      from
      any appealable decision or order entered by the referee. The parties reserve
      the
      right to findings of fact, conclusions of law, a written statement of decision,
      and the right to move for a new trial or a different judgment, which new trial,
      if granted, is also to be a reference proceeding under this
      provision.

     

    (i) If
      the
      enabling legislation which provides for appointment of a referee is repealed
      (and no successor statute is enacted), any dispute between the parties that
      would otherwise be determined by reference procedure will be resolved and
      determined by arbitration. The arbitration will be conducted by a retired judge
      or Justice, in accordance with the California Arbitration Act Sec. 1280 through
      Sec. 1294.2 of the CCP as amended from time to time. The limitations with
      respect to discovery set forth above shall apply to any such arbitration
      proceeding.

     

    (j) THE
      PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE
      PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING
      (OR
      HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH
      PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES,
      AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE
      OR
      CLAIM BETWEEN OR AMONG THEM WHICH ARISES OUT OF OR IS RELATED TO THIS
      GUARANTY.

     

    (k) By
      its
      acceptance of this Guaranty, the Lender agrees to the provisions of this Section
      15 as a “party.”

     

    16. The
      terms
      and provisions hereof may not be waived, altered, modified or amended except
      in
      writing duly signed by the Lender and by the Guarantor. 

     

    
      
         

      

      
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    17. If
      any of
      the provisions of this Guaranty shall contravene or be held invalid under the
      laws of any jurisdiction, this Guaranty shall be construed as if not containing
      those provisions and the rights and obligations of the parties hereto shall
      be
      construed and enforced accordingly. 

    


    18. NOTWITHSTANDING
      ANY OF THE FOREGOING, GUARANTOR, AND BY HIS SIGNATURE BELOW, LENDER, HEREBY
      AGREE THAT, SHOULD IT BECOME NECESSARY FOR LENDER TO ENFORCE THE TERMS OF THIS
      GUARANTY, LENDER SHALL DO SO ONLY AFTER EXHAUSTING ALL OTHER AVAILABLE REMEDIES,
      AT LAW OR IN EQUITY, AND NOTHING IN THIS GUARANTY SHALL INVALIDATE THIS
      AGREEMENT BETWEEN LENDER AND GUARANTOR.

     

    
      	
              Executed
                as of the day and year first above
                written.

            
	 	 	 	 
	 	By: 	 
	 	Name: 	LOUIS
              GLAZER, M.D.
	 	 	 	 
	 	Address: 	 
	 	 	
            


    

     

     

    
      	Countersigned and agreed
              to: 	 
	 	 	 	 
	By: 	 	 
	Name: Steven J.
              Caspi 	 	 
	 	 	 	 
	Address: 	 	 
	 	 	 


    

     

    
      
         

      

      
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