RETURN TO TREASURY AGREEMENT

THIS AGREEMENT is made as of the 14th day of December, 2005

BETWEEN:

            IPEX,  INC., a corporation  formed pursuant to the laws of the State
            of Nevada and having an office  for  business  located at 9255 Towne
            Centre Drive, San Diego, CA 92121

            (the "Company")

AND:

            WOLFGANG  GRABHER,  an individual  having an address located at 7932
            Prospect Place, La Jolla, CA 92037

            (the "Shareholder").

WHEREAS:

A. The Shareholder is the registered and beneficial  owner of 18,855,900  shares
of the Company's common stock.

B. The  Shareholder  has  previously  agreed to transfer  500,000  shares of the
Company's  common  stock  to  Patient  Safety  Technologies,  Inc.,  a  Delaware
corporation.

C. The  Shareholder  was  previously  an  officer  and  member  of the  Board of
Directors of the Company.

D. The Company and the Shareholder  intend for the Shareholder to return certain
of his shares of Company common stock to the treasury of the Company.

NOW THEREFORE THIS AGREEMENT  WITNESSETH THAT in  consideration  of the premises
and sum of $1.00 now paid by the  Company to the  Shareholder,  the  receipt and
sufficiency whereof is hereby  acknowledged,  the parties hereto hereby agree as
follows:

Surrender of Shares

1. The Shareholder  hereby  surrenders to the Company  14,855,900  shares of the
Company's  common stock (the  "Surrendered  Shares"),  which includes  1,936,728
shares of the Company's  common stock  currently held in escrow  pursuant to the
RGB Escrow Agreement (defined in Section 11 of this Agreement), by delivering to
the Company a share  certificate or  certificates  representing  the Surrendered
Shares, duly endorsed for transfer in blank,  signatures  medallion  guaranteed.
The Shareholder  shall deliver the Surrendered  Shares to the Company within ten
(10)  business  days of the  date of this  Agreement  for the  sole  purpose  of
retiring the Surrendered Shares.

2. In addition to the Surrendered  Shares, the Shareholder hereby agrees 500,000
of the Company's  common stock (the "Holdback  Shares") are subject to surrender
to the Company as follows:

            (a) In the event that all of the  conditions set forth in Schedule A
            hereto are not  satisfied  within  twelve (12) months of the date of
            this Agreement, then the Company

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            shall have the right to receive 125,000 of the Holdback Shares.

            (b) In the event  that the  Company  does not  enter  into a license
            agreement  relating to the RGB Assets  (defined in Schedule A) which
            generates revenue for the Company within twelve (12) months from the
            date of this  Agreement,  then the  Company  shall have the right to
            receive 125,000 of the Holdback Shares.

            (c) In the event  that the  Company  does not file at least five (5)
            patent applications  relating to the RGB Assets (defined in Schedule
            A) within twelve (12) months from the date of this  Agreement,  then
            the Company shall have the right to receive  125,000 of the Holdback
            Shares.

            (d) In the event that the Company  does not  generate  revenue of at
            least three million dollars  ($3,000,000)  (calculated in accordance
            with generally accepted accounting  principles in the United States)
            derived  from the RGB  Assets  (defined  in  Schedule  A) within the
            twenty-four (24) months  following the date of this Agreement,  then
            the Company shall have the right to receive  125,000 of the Holdback
            Shares.

3. The Company shall use reasonable  commercial efforts to facilitate  achieving
each of the  milestones  described  in  Section  2. If at any  time  during  the
twenty-four  (24) months  following the date of this Agreement,  the Shareholder
believes the Company has not used  reasonable  commercial  efforts to facilitate
achieving any of the  milestones  described in Section 2 solely as it relates to
Holdback  Shares that have not been  surrendered to the Company (or cash paid in
lieu  of  surrendering  such  Holdback  Shares  pursuant  to  Section  5 of this
Agreement),  then the Shareholder shall deliver written notice of such belief to
the Company's Board of Directors ("Board"). Such written notice shall specify in
reasonable  detail  the  facts and  circumstances  giving  rise to such  belief,
together with any documented evidence of the basis for the Shareholder's belief.
After receipt of such notice,  the Board shall have thirty (30) calendar days to
remedy the  allegations  described  in the written  notice to the  Shareholder's
satisfaction.  If the  Company  does  not  remedy  any such  allegations  to the
Shareholder's satisfaction, then the Company and the Shareholder agree to submit
disputes  between them relating to Section 2 to arbitration  as follows.  If the
Shareholder  fails to provide written notice to the Company as described  above,
recovery  on the  Shareholder's  dispute  will be  barred.  Arbitration  will be
conducted in San Diego County,  California  pursuant to the Commercial  Rules of
the  American   Arbitration   Association   ("AAA"),  as  modified  herein.  The
arbitration  shall be conducted by one (1) arbitrator  chosen in accordance with
the rules of the AAA. Unless the arbitrator finds that exceptional circumstances
require otherwise, the arbitrator will grant the prevailing party in arbitration
its  costs  of  arbitration  and  reasonable  attorneys'  fees  as  part  of the
arbitration  award.  Either  party will be  entitled  to receive in any court of
competent  jurisdiction  injunctive,  preliminary or other equitable  relief, in
addition  to damages,  including  court  costs and fees of  attorneys  and other
professionals,  to remedy any actual or threatened  violation of its rights with
respect to which arbitration is not required hereunder.  The parties incorporate
the provisions of California Code of Civil  Procedure  Section 1283.05 into this
Agreement and make those  provisions  part of and applicable to any  arbitration
arising under this Agreement.

4. The Shareholder hereby grants the Company a second priority security interest
in the  Holdback  Shares to secure the  Shareholder's  obligations  pursuant  to
Section 2 of this  Agreement.  The  Shareholder  hereby  agrees to  execute  and
deliver to the Company  such  additional  agreements  and  documents  reasonably
necessary or advisable to accomplish the purposes of this Section 4.

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Retirement of Shares

5. The Company agrees to retire the Surrendered  Shares and such Holdback Shares
which are  later  surrendered  to the  Company,  which  Surrendered  Shares  and
Holdback Shares shall become  authorized but unissued shares;  provided however,
that as to the  Holdback  Shares  which are  subject to  surrender  pursuant  to
Section 2, the  Shareholder  shall have an option to retain such Holdback Shares
by  paying  the  Company  within  thirty  (30)  days of the  date  of the  event
triggering the  obligation to surrender such Holdback  Shares a sum equal to the
number of shares  subject to  surrender  times a price per share  determined  by
taking the  average  closing  price per share for the ninety (90)  trading  days
preceding the date of this Agreement.

Release

6. The Company  hereby  agrees to release and  discharge  the  Shareholder,  his
heirs, executors, administrators,  successors and assigns (the "Releasees") from
all actions,  causes of action,  suits,  debts,  dues, sums of money,  accounts,
reckonings, controversies,  agreements, promises, damages, judgments, claims and
demands whatsoever,  in law or equity,  against the above-named  Releasees which
the Company, its subsidiaries, successors, officers, directors, past and present
employees,  insurers and assigns ever had, now have or hereafter  can,  shall or
may have, for, upon or by reason of any matter,  cause or thing  whatsoever from
the  beginning of the world to the date of this  Agreement.  With respect to the
release contained herein, it is acknowledged and admitted by the Company that it
has been  informed of the  provisions  of Section  1542 of the Civil Code of the
State of California,  and does hereby  expressly waive and relinquish all rights
and benefits which it has or may have under said section,  or any comparable law
under any other jurisdiction. Said section reads as follows:

      "A general  release does not extend to claims which the creditors does not
      know or  suspect  to exist  in his  favor  at the  time of  executing  the
      release,  which  if  known  by  him  must  have  materially  affected  his
      settlement with the debtor."

7. The Company  hereby agrees to support the  Shareholder  and use  commercially
reasonable  efforts to facilitate the Shareholder in obtaining a general release
from all of the  participants  in the Company's  most recent  private  placement
which efforts  shall  include  contacting  all such  participants  behalf of the
Shareholder;  provided however,  that the Company shall not be in breach of this
Agreement if despite the devotion of its commercially  reasonable  efforts it is
not able to obtain such releases.

8. The  Shareholder  hereby  agrees to release and  discharge  the Company,  its
subsidiaries,  successors,  officers,  directors,  past and  present  employees,
insurers  and assigns  (the  "Releasees")  from all  actions,  causes of action,
suits,  debts,  dues,  sums  of  money,  accounts,  reckonings,   controversies,
agreements,  promises, damages, judgments, claims and demands whatsoever, in law
or equity,  against the above-named Releasees which the Shareholder,  his heirs,
executors,  administrators,  successors  and  assigns  ever  had,  now  have  or
hereafter can, shall or may have, for, upon or by reason of any matter, cause or
thing  whatsoever from the beginning of the world to the date of this Agreement.
With respect to the release contained herein, it is acknowledged and admitted by
the Company that it has been  informed of the  provisions of Section 1542 of the
Civil  Code of the State of  California,  and does  hereby  expressly  waive and
relinquish  all rights and benefits which it has or may have under said section,
or any  comparable  law under  any other  jurisdiction.  Said  section  reads as
follows:

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      "A general  release does not extend to claims which the creditors does not
      know or  suspect  to exist  in his  favor  at the  time of  executing  the
      release,  which  if  known  by  him  must  have  materially  affected  his
      settlement with the debtor."

Conditions Precedent

9. All  transactions  contemplated  herein  shall  be  deemed  to be  conditions
precedent  to all other  transactions  contained  herein  and shall be deemed to
occur simultaneously.

10. All terms of this Agreement are subject to and conditioned  upon termination
of: (a) that certain  Escrow  Agreement made as of June 7, 2005 by and among the
Company,  B Tech Ltd.,  Massimo  Ballerini,  Emanuele Boni, the  Shareholder and
Sichenzia Ross Friedman Ference LLP (the "RGB Escrow  Agreement");  and (b) that
certain  Irrevocable Proxy signed by the Shareholder dated May 28, 2005 in favor
of Milton "Todd" Ault, III.

11. All terms of this Agreement are subject to and conditioned  upon approval by
the Company's Board.

Representations and Warranties

12. The Shareholder  represents and warrants to the Company that he is the owner
of the  Surrendered  Shares  and that he has good  and  marketable  title to the
Surrendered  Shares  and that the  Surrendered  Shares are free and clear of all
liens, security interests or pledges of any kind whatsoever.

Positions

13. Shareholder agrees that during the two years following the execution of this
Agreement,  he: (a) will not seek to be employed as an employee by the  Company;
and (b) will not seek or assume a position on the Company's Board of Directors.

General

14.  Each of the  parties  will  execute  and  deliver  such  further  and other
documents  and do and perform such further and other acts as any other party may
reasonably  require to carry out and give effect to the terms and  intention  of
this Agreement.

15. Time is expressly declared to be the essence of this Agreement.

16. The provisions  contained  herein  constitute the entire agreement among the
Company and the  Shareholder  respecting the subject matter hereof and supersede
all previous communications,  representations and agreements,  whether verbal or
written,  among the  Company  and the  Shareholder  with  respect to the subject
matter hereof.

17. This  Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective  heirs,  executors,  administrators,  successors and
permitted assigns.

18. This  Agreement is not assignable  without the prior written  consent of the
parties hereto.

19. This Agreement may be executed in counterparts,  each of which when executed
by any party will be deemed to be an original and all of which counterparts will
together  constitute one and the same Agreement.  Delivery of executed copies of
this Agreement by telecopier  will  constitute  proper  delivery,  provided that
originally  executed   counterparts  are  delivered  to  the  parties  within  a
reasonable time thereafter.

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20.  Each  provision  of this  Agreement  will be valid and  enforceable  to the
fullest  extent  permitted  by law. If any  provision  of this  Agreement or the
application of the provision to any person or circumstance  will, to any extent,
be invalid or unenforceable, the remainder of this Agreement, or the application
of the provision to persons or circumstances  other than those as to which it is
held  invalid or  unenforceable,  will not be  affected  by such  invalidity  or
unenforceability,  unless the provision or its  application is essential to this
Agreement.

21. This Agreement will be governed by and construed in accordance with the laws
of the  State of  California.  For  purposes  of venue  and  jurisdiction,  this
Agreement  will  be  deemed  made  and  to be  performed  in San  Diego  County,
California.  Venue  for all  purposes  will lie  exclusively  with the state and
federal courts located in San Diego County, California.



                            [SIGNATURE PAGE FOLLOWS]

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      IN WITNESS  WHEREOF the parties have executed this Agreement  effective as
of the day and year first above written.


                                              IPEX INC.


                                              By: /s/ Gerald Beckwith
                                              -------------------------------
                                              Name: Gerald Beckwith
                                              Title: Chief Executive Officer


                                              /s/ Wolfgang Grabher
                                              -------------------------------
                                              Wolfgang Grabher

                                              Dec. 14, 2005

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                                   Schedule A
                                   Conditions


      The below conditions relate to certain assets (the "RGB Assets") purchased
by the Company  pursuant to: (a) that certain  Purchase  Agreement dated June 7,
2005 by and between  the  Company,  RGB  Channel  SRL,  Emanuele  Boni,  Massimo
Ballerini and B Tech Ltd.; and (b) that certain Purchase Agreement dated June 7,
2005 by and between the Company,  B Tech Ltd.,  Massimo  Ballerini  and Emanuele
Boni.

      1. The Company  shall have  received two written  reports,  prepared by an
independent  third party chosen in the sole  discretion  of the Chief  Executive
Officer of the Company,  the first such written report validating the RGB Assets
(as  determined by the board of directors of the Company) as  transferred to the
Company,  and the  second  such  written  report  validating  the RGB Assets (as
determined by the board of directors of the Company) as  thereafter  enhanced by
the Company; and

      2. The  Company  shall have  received  a written  report,  prepared  by an
intellectual property attorney (Fish & Richardson, LLP or a firm that is equally
qualified as determined by the board of directors of the Company)  chosen by the
board of directors of the Company,  validating  the software  portion of the RGB
Assets (as  determined by the board of directors of the Company) as  transferred
to the Company.