CONSULTING AGREEMENT

      THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of
April 5, 2005, by and between HEALTH WEST MARKETING  INCORPORATED,  a California
corporation ("Health West"), and PATIENT SAFETY  TECHNOLOGIES,  INC., a Delaware
corporation ("PST").

                                    RECITALS

      WHEREAS,  PST desires to engage  Health  West,  and Health West desires to
accept the  engagement by PST, to act as a consultant to PST under the terms and
conditions set forth in this Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties agree as follows:

                                    AGREEMENT

1. CONSULTING  SERVICES.  Subject to the terms and conditions of this Agreement,
effective as of the date hereof, PST hereby engages Health West, and Health West
hereby  accepts the  engagement  by PST, to act as a  consultant  to PST for the
duration of the Term (as defined below). In his capacity as a consultant to PST,
Health  West agrees to perform the  services  identified  in Appendix A and such
other  services  relating to PST's  business and  operations  as are  reasonably
requested from time to time by PST  (collectively,  the "Services").  The manner
and means by which Health West  chooses to perform the Services  shall be in the
discretion and control of Health West; provided, however, that Health West shall
perform all  Services  in a timely and  professional  manner,  using a degree of
skill and care at least consistent with industry standards.

2. COMPENSATION. As consideration for Health West's performance of the Services,
PST shall issue to Health West, or Health West's nominee, shares of common stock
of PST in an amount  equal to  $250,000  divided by the last sale price of PST's
common stock on the date of this Agreement (the "Consulting  Fees").  Consulting
Fees shall be issued  over three  vesting  periods in amounts of 25%,  37.5% and
37.5% of the total Consulting Fees. The initial 25% of the Consulting Fees shall
be issued to Health West immediately on the date of this Agreement. 37.5% of the
Consulting  Fees shall be issued to Health West three (3) months  after the date
of this Agreement if the milestone described in Part 1(a) of Appendix A has been
completed at such time.  The  remaining  37.5% of the  Consulting  Fees shall be
issued to Health West ten (10) months  after the date of this  Agreement  if the
milestones  described  in Part 1(b) of  Appendix A have been  completed  at such
time.  If the  milestones  described  in Part 1 of Appendix A are not  completed
within the timeframes  contemplated  by this Section 2, then,  unless  otherwise
agreed to by PST in writing,  Health West shall not be entitled to any  unissued
portion of the Consulting  Fees.  Health West shall not be  responsible  for the
performance  of hardware or software or the impact of such  hardware or software
performance  on the milestones  described in Appendix A. In addition,  PST shall
implement  a  validated  cost  justification   system  in  order  to  facilitate
completion of the milestones by Health West.


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<PAGE>

3. WARRANTS. As incentive for entering into this Agreement,  on the date of this
Agreement,  PST shall issue to Health  West a callable  warrant  ("Warrant")  to
purchase  50,000 pre 3:1 forward  stock split  (150,000  post 3:1 forward  stock
split) shares of common stock of PST at an exercise price equal to the last sale
price of PST's  common  stock on the date of this  Agreement.  As a  performance
incentive under this Agreement,  on the date of this Agreement,  PST shall issue
to Health West a callable  warrant to purchase 8,333 pre 3:1 forward stock split
(25,000  post 3:1  forward  stock  split)  shares of  common  stock of PST at an
exercise price equal to the last sale price of PST's common stock on the date of
this Agreement  ("Additional  Warrants").  The Additional  Warrants shall become
exercisable  upon meeting the  milestones  described in Part 2 of Appendix A. If
the  milestones  described  in Part 2 of Appendix A are not  completed  prior to
expiration of the Initial Term, then the Additional Warrants shall expire.

4. EXPENSES.  PST shall reimburse  Health West for any reasonable  out-of-pocket
expenses, including, without limitation, reasonable travel expenses, incurred in
connection with Health West's  performance of the Services;  provided,  however,
that Health West must: (i) obtain the prior written approval of PST for any such
expenses that,  individually  or in the aggregate,  exceed $150; and (ii) submit
such written  documentation of all such expenses as PST may reasonably  require.
PST will  reimburse  Health West for  expenses  covered by this Section 4 within
thirty (30) days of the date that Health West submits  proper  documentation  of
such expenses to PST.

5. INDEPENDENT  CONTRACTOR  RELATIONSHIP.  Health West's  relationship  with PST
shall be solely that of an independent contractor, and nothing in this Agreement
shall be construed to create a partnership,  joint venture, or employer-employee
relationship.  Health West is not the agent of PST and is not authorized to make
any  representation,  contract or commitment on behalf of PST. Health West shall
not be  entitled  to any of the  benefits  that  PST may make  available  to its
employees,  such as group  insurance,  profit  sharing or  retirement  benefits.
Health  West  shall be  solely  responsible  for all tax  returns  and  payments
required to be filed with or made to any federal,  state or local tax  authority
with  respect to Health  West's  performance  of the Services and receipt of the
Consulting  Fees and Warrant  pursuant  to this  Agreement.  PST will  regularly
report  amounts paid to Health West by filing Form  1099-MISC  with the Internal
Revenue Service as required by law, but given that Health West is an independent
contractor,  PST will not withhold or make  payments for social  security,  make
unemployment insurance or disability insurance contributions, or obtain worker's
compensation  insurance on Health  West's  behalf.  Health West agrees to accept
exclusive liability for complying with all applicable  federal,  state and local
laws  governing  self-employed  individuals,   including,   without  limitation,
obligations  such as payment of taxes,  social  security,  disability  and other
contributions  based on the  Consulting  Fees paid to Health  West.  Health West
hereby  agrees to  indemnify,  hold harmless and defend PST from and against any
and all such taxes and  contributions,  as well as any  penalties  and  interest
arising therefrom.

6.    INFORMATION AND INTELLECTUAL PROPERTY RIGHTS.

      6.1 Proprietary Information.  Health West agrees that, during the Term and
thereafter,  Health West shall take all steps  necessary to hold the Proprietary
Information  (as  defined  below)  in trust and  confidence,  shall not use such
Proprietary Information in any manner or for any purpose except as expressly set
forth in this Agreement and shall not disclose any such Proprietary  Information
to any third party without first  obtaining  PST's express  written consent on a


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<PAGE>

case-by-case  basis;  provided,  however,  that Health West may disclose certain
Proprietary Information, without violating its obligations under this Agreement,
to the extent such  disclosure  is required by a valid order of a court or other
governmental  body having  jurisdiction,  provided that Health West provides PST
with reasonable  prior written notice of such  disclosure and uses  commercially
reasonable efforts to obtain, or to assist PST in obtaining,  a protective order
preventing or limiting the  disclosure  and/or  requiring  that the  Proprietary
Information  so  disclosed  be used only for the  purposes  for which the law or
regulation  required,  or for which the order was issued.  For  purposes of this
Agreement,  "Proprietary  Information"  means  any and all  confidential  and/or
proprietary information regarding PST or any of its affiliates and their current
and proposed business and operations, including, without limitation, information
pertaining  to their  current or forecasted  capital  structure,  equity or debt
financing  or  investment  activities,  strategic  plans,  current  or  proposed
products or services, investors,  employees,  directors,  consultants, and other
business and contractual  relationships;  provided,  however,  that  information
received by Health West shall not be considered to be Proprietary Information if
Health West can demonstrate  with competent  evidence that such  information has
been published or is otherwise  readily  available to the public other than by a
breach of this Agreement.

      6.2 Third-Party Information. Health West understands that PST has received
and will in the  future  receive  from third  parties  certain  confidential  or
proprietary   information   relating  to  such  third   parties   (collectively,
"Third-Party  Information"),  subject  to duties on PST's part to  maintain  the
confidentiality  of such  Third-Party  Information  and to use such  Third-Party
Information  only for certain limited  purposes.  Health West agrees to hold all
Third-Party  Information in confidence and not to disclose to anyone (other than
personnel of PST) or to use, except in connection with Health West's performance
of the Services,  any Third-Party  Information  unless  expressly  authorized in
writing by an executive officer of PST.

      6.3  Intellectual  Property  Rights.  Health  West agrees that any and all
intellectual   property  and  intellectual  property  rights  that  Health  West
conceived, reduced to practice or developed during the course of its performance
of services as a director,  officer,  employee or consultant  for PST,  together
with any and all  intellectual  property and  intellectual  property rights that
Health West conceives,  reduces to practice or develops during the course of its
performance  of the Services  pursuant to this  Agreement,  in each case whether
alone or in  conjunction  with others (all of the foregoing  being  collectively
referred  to  herein  as the  "Inventions"),  shall be the  sole  and  exclusive
property  of PST.  Accordingly,  Health West  hereby:  (i) assigns and agrees to
assign to PST its entire right, title and interest in and to all Inventions; and
(ii)  designates PST as its agent for, and grants to the officers of PST a power
of attorney  (which power of attorney  shall be deemed coupled with an interest)
with full  power of  substitution  solely  for the  purpose  of,  effecting  the
foregoing  assignments  from Health West to PST.  Health West further  agrees to
cooperate with and provide reasonable  assistance to PST to obtain and from time
to time  enforce  any and all  current or future  intellectual  property  rights
covering or relating to the Inventions in any and all jurisdictions.

7. NO CONFLICTING OBLIGATION. Health West represents that its entering into this
Agreement,  its  performance  of all of the  terms  of  this  Agreement  and its
performance  of the  Services  pursuant  to this  Agreement  do not and will not
breach or conflict with any agreement or other  arrangement  between Health West
and any third party.  During the Term,  Health West agrees not to enter into any
agreement that conflicts with this Agreement.


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<PAGE>

8.    TERM AND TERMINATION.

      8.1 TERM.  This  Agreement  shall  commence  on the date  hereof and shall
continue for a period of two (2) year  thereafter (the "Initial  Term").  At the
end of such Initial Term, this Agreement shall terminate unless extended for one
or more  additional  periods of one (1) year (each, a "Renewal  Term") by mutual
written  agreement of the parties.  The Initial Term and all Renewal  Terms,  if
any, are collectively referred to herein as the "Term".

      8.2 Automatic Termination. This Agreement shall automatically terminate at
any time  during  the Term  upon the event of the  death of Bill  Adams,  Health
West's chief executive officer.

      8.3  Termination  by Health West.  After  expiration  of the Initial Term,
Health West may voluntarily  terminate this Agreement by delivering  thirty (30)
days prior written notice to PST.  Health West may only terminate this Agreement
pursuant to the express terms hereof.

      8.4  Termination  by PST.  PST may  terminate  this  Agreement at any time
during  the Term  upon  delivery  to Health  West of  notice  of the  good-faith
determination  by the  majority of the members of the board of  directors of PST
(and the  accompanying  justification  therefore) that such Agreement  should be
terminated for Cause (as defined below) or as a result of Disability (as defined
below) of Bill Adams. For purposes of this Agreement:

            (a) The term  "Cause"  shall  mean:  (i) the willful  misconduct  of
Health West or any of Health West's employees,  officers or agents;  (ii) Health
West's willful failure to perform the Services; (iii) the causing of intentional
damage to the  tangible or  intangible  property of PST by Health West or any of
Health West's employees,  officers or agents;  (iv) the conviction of Bill Adams
of any felony or any other crime involving moral turpitude;  (v) the performance
of any  dishonest  or  fraudulent  act by Health  West or any of  Health  West's
employees,  officers or agents which is, or would be, in each case as determined
in good faith by the board of directors  of PST  materially  detrimental  to the
best interests of PST or its stockholders or affiliates; or (vi) a breach of the
Agreement by Health West.

            (b) The term  "Disability"  shall  mean  Bill  Adams'  inability  to
perform the Services for any period of forty-five (45) consecutive business days
(or any ninety (90) business  days during any period of twelve (12)  consecutive
months) by reason of any physical or mental incapacity or illness, as determined
by the board of  directors  of PST  based  upon  medical  advice  provided  by a
licensed physician acceptable to the board of directors of PST.

      8.5 EFFECT OF TERMINATION.  The obligations set forth in Sections 5, 6, 7,
8.5 and 9, as well as any outstanding  payment or  reimbursement  obligations of
PST,  shall survive any  termination or expiration of this  Agreement.  Upon any
termination or expiration of this Agreement,  Health West shall promptly deliver
to PST all  documents  and  other  materials  of any  nature  pertaining  to the
Services,  together with all documents and other items  containing or pertaining
to any Proprietary Information, Third-Party Information or Inventions.


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<PAGE>

9.    MISCELLANEOUS.

      9.1  Attorneys'  Fees.  If any  action  or  proceeding  relating  to  this
Agreement  or the  enforcement  of any  provision  of this  Agreement is brought
against  any party  hereto,  the  prevailing  party shall be entitled to recover
reasonable  attorneys'  fees,  costs and  disbursements in addition to any other
relief to which the prevailing party may be entitled.

      9.2 Notices.  All notices and other  communications given or made pursuant
hereto  shall be in  writing  and shall be deemed  effectively  given:  (i) upon
personal  delivery  to the party to be  notified;  (ii)  when sent by  confirmed
electronic  mail or  facsimile  if sent  during  normal  business  hours  of the
recipient;  if not, then on the next business day;  (iii) five (5) business days
after  having  been  sent  by  registered  or  certified  mail,  return  receipt
requested,  postage  prepaid;  or (iv) one (1) business day after deposit with a
nationally  recognized  overnight courier,  specifying  next-day delivery,  with
written  verification  of  receipt.  All  communications  shall  be  sent to the
respective  parties at the following  addresses  (or at such other  addresses as
shall be specified by notice given in accordance with this Section 9.2):

     If to Health West:
                               --------------------------------------------

                               Attn:
                                    ---------------------------------------
                               Telephone:
                                         ----------------------------------
                               Facsimile:
                                         ----------------------------------
                               E-mail:
                                      -------------------------------------


     If to PST:                Patient Safety Technologies, Inc.
                               100 Wilshire Boulevard, 15th Floor, Suite 1500
                               Santa Monica, CA 90401
                               Attn: Milton "Todd" Ault III
                               Telephone: (310) 752-1416
                               Facsimile: (310) 752-1486
                               E-mail: todd@strome.com

     With a copy (which shall not constitute notice) to:

                               Sichenzia Ross Friedman Ference LLP
                               1065 Avenue of the Americas, 21st Floor
                               New York, NY 10018
                               Attn: Marc J. Ross, Esq.
                               Telephone: (212) 930-9700
                               Facsimile: (212) 930-9725

      9.3 Headings.  The bold-face  headings contained in this Agreement are for
convenience  of  reference  only,  shall  not be  deemed  to be a part  of  this
Agreement and shall not be referred to in connection  with the  construction  or
interpretation of this Agreement.


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<PAGE>

      9.4  Governing  Law;  Jurisdiction  and  Venue.  This  Agreement  shall be
construed in accordance with, and governed in all respects by, the internal laws
of the State of California  without giving effect to its principles of conflicts
of laws. Any legal action or other legal  proceeding  relating to this Agreement
or the  enforcement  of any  provision  of this  Agreement  shall be  brought or
otherwise  commenced  exclusively  in any state or federal  court located in the
County of Los Angeles,  State of  California.  Each of the parties  hereto:  (i)
expressly and irrevocably consents and submits to the jurisdiction of each state
and federal court located in the County of Los Angeles, State of California,  in
connection with any legal  proceeding;  (ii) agrees that service of any process,
summons,  notice or document by U.S. mail addressed to such party at the address
set forth in Section 9.2 shall  constitute  effective  service of such  process,
summons,  notice or document  for purposes of any such legal  proceeding;  (iii)
agrees that each state and federal  court  located in the County of Los Angeles,
State of California,  shall be deemed to be a convenient  forum; and (iv) agrees
not to assert,  by way of motion,  as a defense or otherwise,  in any such legal
proceeding  commenced in any state or federal court located in the County of Los
Angeles, State of California, any claim that it is not subject personally to the
jurisdiction  of such court,  that such legal  proceeding has been brought in an
inconvenient  forum,  that the venue of such proceeding is improper or that this
Agreement or the subject  matter of this  Agreement may not be enforced in or by
such court.

      9.5  Successors  and Assigns.  The rights and  liabilities  of the parties
hereto  shall  bind and inure to the  benefit  of their  respective  successors,
heirs,  executors and  administrators,  as the case may be;  provided,  however,
that,  as PST has  specifically  contracted  for Health West's  Services,  which
Services  are unique and  personal,  Health West may not assign or delegate  its
obligations  under  this  Agreement  either  in  whole  or in part to any  other
contractor,  subcontractor, business or entity without the prior written consent
of PST.  PST may assign its rights and  obligations  hereunder  to any person or
entity who succeeds to all or substantially all of PST's business.

      9.6 Remedies Cumulative;  Specific Performance. The rights and remedies of
the parties  hereto shall be cumulative and not  alternative.  The parties agree
that,  in the  event of any  breach  or  threatened  breach by any party to this
Agreement  of any  covenant,  obligation  or other  provision  set forth in this
Agreement for the benefit of any other party to this Agreement, such other party
shall be entitled,  in addition to any other remedy that may be available to it,
to: (i) a decree or order of  specific  performance  or  mandamus to enforce the
observance and performance of such covenant,  obligation or other provision; and
(ii) an injunction  restraining  such breach or threatened  breach.  The parties
further  agree that no person or entity shall be required to obtain,  furnish or
post any bond or similar  instrument  in  connection  with or as a condition  to
obtaining  any  remedy  referred  to  in  this  Section  9.6,  and  the  parties
irrevocably  waive any right they may have to require the obtaining,  furnishing
or posting of any such bond or similar instrument.

      9.7 Waiver. No failure on the part of any person or entity to exercise any
power, right, privilege or remedy under this Agreement, and no delay on the part
of any person or entity in  exercising  any power,  right,  privilege  or remedy
under this Agreement,  shall operate as a waiver of such power, right, privilege
or remedy and no single or partial exercise of any such power, right,  privilege
or remedy shall preclude any other or further  exercise  thereof or of any other
power,  right,  privilege or remedy. No person or entity shall be deemed to have
waived any claim arising out of this Agreement,  or any power, right,  privilege


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<PAGE>

or remedy under this Agreement,  unless the waiver of such claim,  power, right,
privilege or remedy is expressly set forth in a written instrument duly executed
and delivered on behalf of such person or entity,  and any such waiver shall not
be applicable or have any effect except in the specific  instance in which it is
given.

      9.8 Amendments.  This Agreement may not be amended,  modified,  altered or
supplemented  other  than by means of a written  instrument  duly  executed  and
delivered on behalf of all of the parties hereto.

      9.9 Severability.  If one or more provisions of this Agreement are held to
be  unenforceable  under  applicable law, the parties agree to renegotiate  such
provision in good faith.  In the event that the parties  cannot reach a mutually
agreeable and enforceable  replacement in writing for such provision,  then: (i)
such provision  shall be excluded from this  Agreement;  (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded;  and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.

      9.10  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one and the same instrument.

      9.11 Entire Agreement.  This Agreement sets forth the entire understanding
of the parties  hereto  relating to the  subject  matter  hereof and thereof and
supersede all prior  agreements and  understandings  among or between any of the
parties relating to the subject matter hereof and thereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have  executed  this  CONSULTING
AGREEMENT as of the date first written above.


         Health West Marketing           Patient Safety Technologies, Inc.

         /s/ Bill Adams                  /s/ Milton Ault
         -----------------------         -----------------------
         Bill Adams                      Milton "Todd" Ault, III
         Chief Executive Officer         Chief Executive Officer


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<PAGE>

                                   APPENDIX A
                             SERVICES AND MILESTONES

(1) The following  three  milestones  are critical to this Agreement and must be
accomplished  in  accordance  with the time  frames  set forth in Section of the
Agreement:

      (a)  Structure  a  comprehensive   manufacturing  agreement  with  A  Plus
Manufacturing  for PST that will ensure a superior quality dressing product at a
very  competitive  price  point.  All quality  and  regulatory  matters  will be
incorporated  into the manufacturing  roles/responsibilities.  This includes ISO
certifications,  510K  requirements,  FDA  regulations,  product lot control and
recall capabilities.  It will also cover sterility issues, machine and packaging
validations and product  inventory  consistent to support growth and an overseas
supply chain.  Additionally,  Health West will capitalize on the warehousing and
distribution  capabilities of PST's  manufacturing  partners.  This will include
storage,   handling  and  logistics  (integrated  into  existing   containerized
shipments). These functions are normally handled on a fee basis and are not part
of the basic product "invoice" or into-stock cost.

      (b)  Develop  regional   distribution  to  integrate  the  Patient  Safety
Technologies  Safety Sponge into the existing  acute care supply  chain.  Health
West will  utilize a  regional  supplier(s)  to help with the  initial  clinical
testing and move forward  through  product  solicitation  at the acute care, IDN
(integrated  delivery  network),  IHN  (integrated  healthcare  network) and GPO
(group  purchasing  organization)  levels.  Health  West will also assist PST in
development of a national  distribution network to accomplish the same goals and
objectives  on a greater scale than is possible  with a regional  provider.  The
National Distributor will most likely enjoy an exclusionary relationship (versus
exclusive) with Patient Safety Technologies (the presence of a regional supplier
negates the potential for a totally exclusive distribution arrangement). Patient
Safety  Technologies  will  also need  multiple  pathways  into the  acute  care
facilities so a national partner will advance that goal.

(2) Upon meeting the following additional incentive  milestones,  the Additional
Warrants shall become immediately exercisable.

      (a) Develop  global  distribution.  This is part of a Phase II plan from a
marketing standpoint. Because the structure of dressings (i.e., the weave, mesh,
size and packaging) are different in Europe and Asia,  Health West will employ a
strategy  similar to that of the U.S.  market to successfully  penetrate  global
markets.  Health West will facilitate global  distribution  through its business
relationships,  accounting for dichotomized  characteristics  of foreign markets
that do not enjoy the contractual  uniformity that IDN, IHN & GPO  organizations
provide.

      (b) Develop acquisition  candidates and new product opportunities to bring
in under the banner of Patient Safety Technologies.

                                       9