SECURITY
      AGREEMENT

    BY
      AND BETWEEN AULT GLAZER BODNAR ACQUISITION FUND LLC 

    AND
      PATIENT SAFETY TECHNOLOGIES, INC.

    


    


    Ault
      Glazer Bodnar Acquisition Fund, LLC, a Delaware limited liability company
      (“Secured Party”) and Patient Safety Technologies, Inc., a Delaware corporation
      (“Debtor”) agree as follows on February 28, 2006:

    


    1. GRANT
      OF SECURITY INTEREST.

    


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

     

    1.1.1
      The
      satisfaction and the prompt and full performance of all of Debtor’s obligations
      under that certain Secured Promissory Note (the “Note”) dated February 28, 2006
      in the principal amount of sixty thousand dollars ($60,000.00) plus interest
      at
      the rate of seven percent (7% ) per annum, as the Note may be amended, modified,
      or extended from time to time (including, without limitation, the obligation
      to
      make payments of principal and interest thereon); and

    


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

    


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

    


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


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

    


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

    


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

    


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

     

    
      
        
        

      

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

    


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

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

    


    4. REMEDIES
      UPON DEFAULT.

    


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

    


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


    4.1.2
      To
      sell, assign, transfer and deliver the whole or any part of the Collateral
      at
      public or private sale, for cash, upon credit, or for future delivery, in bulk
      or item by item, at such prices and upon such terms as are commercially
      reasonable, given the nature of the Collateral and the market therefor, with
      or
      without warranties, without the necessity of the Collateral being present at
      any
      such sale or in view of the prospective purchasers thereof, and without any
      presentment, demand for performance, protest, notice of protest, or notice
      of
      dishonor except as set forth herein, any other such advertisement, presentment,
      demand or notice being expressly waived by Debtors to the extent permitted
      by
      law. At any public sale or sales of the Collateral, Secured Party or Secured
      Party’s assigns may bid for and purchase all or any part of the Collateral
      offered for sale and upon compliance with the terms of such sale, may hold,
      exploit and dispose of such Collateral discharged from all claims of Debtor,
      except to the extent that Debtor has rights in the proceeds of such sale or
      sales, and free from any right or redemption, all of which are hereby expressly
      waived and released, and may in paying the purchase price thereof, in lieu
      of
      cash assignment at the face amount thereof, together with any interest accrued
      thereon, all or any part of unpaid principal or interest or both, payable under
      the Note. Secured Party may also purchase all or any part of the Collateral
      at
      any private sale thereof to the extent that such Collateral is customarily
      sold
      in a recognized market or is the subject of a widely or regularly distributed
      standard price quotation. Upon conclusion of any such public or private sale,
      Secured Party may execute and deliver a bill of sale to the assets so sold,
      in
      the name of Debtor. Secured Party may use Debtor’s premises for the purpose of
      conducting of any such sale. Secured Party shall give Debtor seven (7) days’
notice, in writing, of the time and place thereof, and in the case of a public
      sale, the date thereof and the name of the purchaser. Notice shall be deemed
      given when deposited in the United States mail, postage prepaid, certified
      or
      registered, and addressed to Debtor at 1800 Century Park East, Suite 200, Los
      Angeles, CA 90067. Secured Party shall only be required to publish an
      advertisement of a public sale, which advertisement may be published in a
      newspaper of general circulation no later than seven (7) days prior to the
      date
      of sale, and an advertisement so published shall be deemed commercially
      reasonable if it merely gives the place, time, and date of sale, merely
      identifies the Collateral by classification without describing quantity or
      quality; provided, however that such advertisement may, at Secured Party’s
      option, contain additional information. Debtor acknowledges that Secured Party
      may accept any offer received, provided it is commercially reasonable, that
      Secured Party, at Secured Party’s option, need not approach more than one
      possible purchaser, and that Secured Party shall, to the fullest extent
      permitted by law, be relieved from all liability or claim for inadequacy of
      price if the manner and terms of sale comply with the terms of this Security
      Agreement.

     

    
      
        
        

      

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


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

    


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

    


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

     

    
      
        
        

      

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

    


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

    


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

    


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

    


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

     

    
      
        
        

      

      
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    11. MISCELLANEOUS. 

    


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

    


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

    


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

    


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

    


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


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

    


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

    


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

     

    
      
        
        

      

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

    


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


    


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

    


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

    


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


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

    


    


    


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

     

    
      
        	 	 	 	 
	DEBTOR	 	 	SECURED
                PARTY
	PATIENT
                SAFETY
                TECHNOLOGIES, INC.	 	 	
                AULT
                  GLAZER BODNAR 

                ACQUISITION
                  FUND, LLC

              
	 	 	 	 
	 	 	 	 
	
                /s/ Louis Glazer M.D.

                
                  

                

                BY:
                  Dr. Louis Glazer

                TITLE:
                  Chairman and Chief Executive Officer

              	 	 	
                By: Ault Glazer Bodnar & Company 

                Investment
                  Management, LLC, managing
                  member

              
	 	 	 	 
	 	 	 	 
	 	 	 	
                /s/ Milton Ault
                  

                

                BY:
                  Milton “Todd” Ault III

                TITLE:
                  Managing Member

              


      



    
      
        
        

      

      
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