EXHIBIT
      10.33

    


    February
      10, 2006

    


    Lynne
      Silverstein, President

    Patient
      Safety Technologies, Inc.

    100
      Wilshire Boulevard, Suite 1750

    Santa
      Monica, CA 90401

    


    Re:  
       Engagement
      Letter 

    


    Dear
      Lynne:

    


    This
      Engagement Letter sets forth the terms of a relationship between Analog
      Ventures, LLC (“Analog” or “Consultant”) and Patient Safety Technologies, Inc.,
      a Delaware corporation formerly known as Franklin Capital Corporation (“PST” or
“the Company”) as client, in connection with the implementation of certain
      business strategies of the Company. 

    


    1.           
      Scope
      of Work.
      Analog
      shall consult to the Company on certain business matters, including with respect
      to the following:

    


    
      	 	
              (a)

            	
              assisting
                the Company’s senior management and advisors in focusing its business on
                the health care products sector, to build shareholder value and encourage
                long-term investors in the Company;


            


    

    
      	 	
              (b)

            	
              assisting
                the Company, if requested, in a careful divestiture of non-essential
                holdings that are inconsistent with the Company’s long-term focus;
                and

            


    

    
      	 	
              (c)

            	
              assisting
                senior management in the establishment of criteria by which they
                will seek
                to measure progress of portfolio companies and increase quarterly
                accountability.

            


    

    


    2.           
      Compensation.
      Analog's
      compensation for the above services shall be as follows:

    


    (a)         
      Fees
      and Expenses. Analog
      shall be paid a base consulting fee of $10,000 per month, together with such
      incremental fees, if any, as are accrued during each monthly period as specified
      on Annex A. Analog shall be reimbursed for all reasonable expenses incurred
      in
      connection with the services rendered hereby. In the case of individual expense
      items in excess of $100, Analog shall seek prior approval from the Company
      before incurring such expenses. 

    


    (b)         Deferred
      Compensation.
      The
      parties agree to enter into a warrant agreement providing for Analog to be
      granted warrants to purchase the number of shares of the Company's stock as
      are
      set forth on Annex B. 

    


    3.           Term.
      The term
      of this Engagement Letter shall be six (6) months from the date of execution.
      This Engagement Letter may be terminated by either party upon thirty (30) days
      written notice, provided any compensation earned prior to or, within a
      reasonable time, after notice of such termination shall be payable to
      Consultant. In the event that additional time is required to fully complete
      the
      tasks contemplated hereby, the parties shall agree to discuss an extension
      in
      good faith, and may extend the term, by mutual agreement. This term shall apply
      to all the provisions of this Engagement Letter except for the provisions which
      have a term specified separately in their description and except for the
      provisions of Sections 9 and 11 hereof, which provisions shall survive the
      termination of this Engagement Letter.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
          Patient
            Safety Technologies, Inc.

          February
            10, 2006

          Page
            2

        

      

       

    

    4.           Nature
      of Services.
      It is
      specifically understood and agreed to by the Company that Analog will not be
      required to take action or perform any service pursuant to this Engagement
      Letter which would cause Analog to serve or function in any respect in the
      capacity as “broker”, “dealer” or “investment advisor”, as those terms are
      defined for purposes of the federal securities laws, the California Corporate
      Securities Law of 1968, as amended, or the securities laws of any other state
      or
      jurisdiction, or subject Analog to regulation under such laws or enabling
      regulations. It is further understood and agreed by the Company that,
      notwithstanding that one or more individuals providing services pursuant to
      this
      Engagement Letter may be attorneys, this Engagement Letter is not intended
      to,
      and does not, create an attorney-client relationship between Analog and PST,
      or
      between any person acting on behalf of Analog and PST. 

    


    5.           Cooperation.
      The
      parties understand that each has obligations that are essential to the success
      of this Engagement Letter. Each party agrees to inform the other, on a timely,
      current basis, of any contacts that it may make with relevant third parties,
      and
      to collaborate regularly in coordinating and implementing a common, agreed-upon
      strategy to achieve the objectives of this Engagement Letter referenced in
      Section 1 above.

    


    6.           Protection
      of Information. Consultant
      acknowledges that in the performance of services being rendered pursuant to
      this
      Engagement Letter, Consultant will from time to time become privy to certain
      confidential and proprietary information ("Information") of the Company.
      Consultant agrees to keep confidential all Information provided to it hereunder
      during the term of the Engagement Letter and for a three (3) year period
      thereafter. Consultant’s obligation shall not apply to Information which is: (i)
      possessed by Consultant before disclosure by the Company, (ii) disclosed to
      Consultant by a third party without obligation of confidentiality, or (iii)
      in
      the public domain. Upon termination of this Letter, at the Company's request,
      Consultant shall return or destroy any Information still in its possession.
      This
      section shall apply mutually to the parties and likewise serve to protect the
      Information of the Consultant. This Letter shall be deemed to be confidential
      information of both parties.

    


    7.           Press
      Releases.
      The
      terms and conditions of this Agreement shall be Information and shall not be
      disclosed by any party without the other party's prior written consent except
      as
      required by federal or state laws or regulations or by-laws or rules of any
      self-regulatory organization. No public announcement or disclosure to the press
      regarding the existence, substance or status of activities under this Engagement
      Letter, either oral or written, will be made by either party without the written
      consent of the other party.

    
      


      
        
          
            Confidential
              Information

          

        

        
          
          

          
            

          

        

        
          
            Patient
              Safety Technologies, Inc.

            February
              10, 2006

            Page
              3

          

        

         

      

    

    8.           Written
      Agreement. This
      Engagement Letter defines all terms of the understanding and obligations between
      the parties, and any previously-stated understandings or obligations, either
      written or oral, are hereby rendered null and void. Any modification to the
      terms of this Engagement Letter must be made in writing and executed by
      signature of both parties before it becomes effective. Each party represents,
      warrants and covenants that all consents, approvals or authorizations required
      to enter into and perform this Engagement Letter have been or will be obtained.
      The performance of this Engagement Letter by the Company will not conflict
      with
      or result in a breach or violation of any of the terms of any agreement or
      other
      instrument to which Company is a party.

    


    9.           Applicable
      Law; Dispute Resolution.
      This
      Engagement Letter shall be construed in accordance with the laws of the State
      of
      California, and shall be deemed to be executed, and all activities performed,
      in
      Los Angeles, California. In the event a dispute arises from any matter covered
      by this Engagement Letter, the party claiming a breach has occurred shall
      provide the other party a writing setting forth the nature of the dispute.
      Such
      documented dispute must be discussed in at least two (2) face-to-face meetings
      within a ten-day period, during which the parties agree to use reasonable good
      faith efforts to resolve the dispute amicably to the advantage of both parties.
      Should such face-to-face discussions fail, the party claiming a breach must
      then
      inform the other party in writing of the substance and reason for its dispute
      and the parties shall submit it to a neutral arbitrator, such arbitrator being
      a
      retired judge or officer of the Court of the County of Los Angeles mutually
      acceptable to each party. Should the parties not be able to agree on selection
      of such an arbitrator, the parties hereby agree to accept an arbitrator
      appointed by the American Arbitration Association office in Los
      Angeles.

    


    10.           Relationship
      of the Parties.
      PST
      acknowledges and agrees that Analog is being engaged as an independent
      contractor and not a partner or joint venturer of PST. 

    


    11.           Accuracy
      of Information; Indemnification; Limitation of Liability.
      PST
      acknowledges and agrees that Analog will need to rely on information presented
      to it by PST, and represents and warrants the accuracy of all such information.
      Additionally, the Company shall indemnify and hold harmless Analog (or its
      partners, affiliates, officers, directors, agents, members, employees, or
      contractors) from and against any and all claims, losses, damages, liabilities
      and costs, including reasonable attorneys’ fees and costs (collectively,
“Losses”) that are incurred or sustained by Analog that arise from, relate to or
      are connected with the performance of Analog's duties under this Engagement
      Letter, except if such Losses are determined to have arisen from Analog's
      willful misconduct or gross negligence, and shall cooperate fully with Analog
      in
      Analog's defense of any of the foregoing. Further, the Company agrees that
      the
      liability of Analog, if any, under this Engagement Letter shall be limited
      to
      actual damages and shall not include special, incidental or consequential
      damages and in no event shall exceed the amounts received by Analog
      hereunder.

    


    12.           Severability.
      In the
      event any provision set forth in this Engagement Letter shall be determined
      to
      be invalid or unenforceable for any reason, in whole or in part, the remaining
      provisions of this Engagement Letter shall nevertheless be binding upon each
      of
      the parties with the same effect as though the invalid or unenforceable
      provision had been severed or deleted.

    
      


      
        
          
            Confidential
              Information

          

        

        
          
          

          
            

          

        

        
          
            Patient
              Safety Technologies, Inc.

            February
              10, 2006

            Page
              4

          

        

         

      

    

    13.           Notice.
      All
      notices with respect to execution, termination or disputes of this engagement
      Letter shall be given in writing, as follows:

    


    
      	
              If
                to the Company:

            	
              If
                to the Consultant:

            
	 	 
	
              Patient
                Safety Technologies, Inc.

            	
              Analog
                Ventures, LLC

            
	
              100
                Wilshire Boulevard, Suite 1750

            	
              200
                Mantua Road

            
	
              Santa
                Monica, CA 90401

            	
              Pacific
                Palisades, CA 90272

            
	
              Facsimile:
                (310) 752-1481

            	
              Facsimile:
                (310) 230-2789

            


    

    


    


    If
      the
      foregoing accurately sets forth our understanding with you, please indicate
      your
      agreement and desire to proceed by signing a copy of this Engagement Letter
      where indicated below and forward an executed copy of the same.

    


    
      	 	
              Sincerely,

            
	 	 
	 	
              ANALOG
                VENTURES, LLC

            
	 	 
	 	 
	
               

            	/s/ Analog
              Ventures, LLC
	 	
              By:
                Alan Morelli

            
	 	
              Its:
                Managing Member

            


    

    


    ACCEPTED
      AND AGREED BY:

    


    PATIENT
      SAFETY TECHNOLOGIES, INC. 

    


    


    By:
      /s/ Lynne Silverstein

    Lynne
      Silverstein

    President

    
      
        


        
          
            
              Confidential
                Information

            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    


    ANNEX
      A

    


    Calculation
      and Payment of Consulting Services

    


    A. 
Consultant
      Services. Unless
      and until the hours spent in a given month exceed forty (40), as reflected
      in a
      report provided by the Consultant to the Company, no further fees shall be
      due
      and payable beyond the $10,000 base consulting amount that is set forth in
      the
      Engagement Letter. If and when Analog reaches forty (40) hours in any given
      month, it will notify either the President or other person designated by the
      Company and seek prior written approval before performing any additional
      services in said month. If and when such written approval is granted, Analog
      shall be compensated for each additional hour spent in excess of forth (40)
      hours at a rate of $1,000 per hour. In the event that it is necessary or
      desirable for the Company to have additional consultants, other than Alan
      Morelli, assist the Company through a relationship with Analog, then the Company
      shall first approve the hourly rate of that additional consultant prior to
      commencement of work. 

    


    B. 
Interest.
      In the
      event a monthly statement rendered by Consultant is not paid within thirty
      (30)
      days of the date it is sent, then interest at the rate of 8% per annum shall
      accrue on the amount then due until it is paid. 

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        Engagement
          Letter between Analog Ventures and Patient Safety Technologies,
          Inc.

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      B

    


    Warrant
      Compensation

    


    Patient
      Safety Technologies, Inc. (“PST” or the “Company”) shall, promptly after the
      execution of the Engagement Letter, prepare and execute a warrant agreement
      granting to Analog Ventures (the “Consultant”) the right to purchase 175,000
      shares of common stock of the Company for the stock price on the date of grant
      of the warrants. The Company shall provide the Consultant with “piggyback”
registration rights, in the event that the Company already is filing a
      registration statement suitable to register the Consultant’s shares at no
      additional cost. The warrants shall be exercisable for a minimum of three years
      from the date of grant, and the agreement shall contain such other terms and
      conditions as are customary for similar types of warrant agreements.


    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
          Engagement
            Letter between Analog Ventures and Patient Safety Technologies,
            Inc.