**Exhibit
      4.20**





THE
      SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS
      (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE
      SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT
      TO RULE 144(K), OR (III) THE COMPANY HAS RECEIVED AN OPINION OF
      COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY
      BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933
      OR
      QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.





SUBJECT
      TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL
      BE
      VOID AFTER 5:00 P.M. EASTERN TIME ON NOVEMBER 3, 2011 (the “EXPIRATION
      DATE”).





**PATIENT
      SAFETY TECHNOLOGIES, INC.**





**WARRANT
      TOPURCHASE 100,000 SHARES OF**


**COMMON
      STOCK, PAR VALUE $0.33 PER SHARE**





FOR
      VALUE
      RECEIVED, Charles J. Kalina III (“Warrantholder”),
      is entitled to purchase,
      subject to the provisions of this Warrant, from Patient Safety Technologies,
      Inc., a Delaware
      corporation (the “Company”), at any time not later than 5:00 P.M., Eastern time,
      on the
      Expiration Date (as defined above), at an exercise price per share equal $1.25
      (the exercise price
      in
      effect being herein called the “Warrant Price”), 100,000 shares (“Warrant
      Shares”) of the Company’s
      Common Stock, par value $0.33 per share (“Common Stock”). The number of Warrant
      Shares purchasable upon exercise of this Warrant and the Warrant Price shall
      be
      subject to
      adjustment from time to time as described herein.





Section
      1. Registration. The
      Company shall maintain books for the transfer and registration
      of the Warrant. Upon the initial issuance of this Warrant, the Company shall
      issue and
      register the Warrant in the name of the Warrantholder.





Section
      2. Transfers. As
      provided herein, this Warrant may be transferred only pursuant
      to a registration statement filed under the Securities Act of 1933, as amended
      (the “Securities
      Act”), or an exemption from such registration. Subject to such restrictions, the Company
      shall transfer this Warrant from time to time upon the books to be maintained
      by
      the Company for that purpose, upon surrender thereof for transfer properly
      endorsed or accompanied by
      appropriate instructions for transfer and such other documents as may be
      reasonably required by
      the
      Company, including, if required by the Company, an opinion of its counsel to
      the
      effect that
      such
      transfer is exempt from the registration requirements of the Securities Act,
      to
      establish that
      such
      transfer is being made in accordance with the terms hereof, and a new Warrant
      shall be issued to the transferee and the surrendered Warrant shall be canceled
      by the Company.








Section
      3. Exercise
      of Warrant. Subject
      to the provisions hereof, the Warrantholder may
      exercise this Warrant in whole or in part at any time prior to its expiration
      upon surrender of the Warrant, together with delivery of the duly executed
      Warrant exercise form attached hereto as
      Appendix A (the “Exercise Agreement”) and payment by cash, certified check or
      wire transfer of
      funds
      for the aggregate Warrant Price for that number of Warrant Shares then being purchased,
      to the Company during normal business hours on any business day at the Company’s
      principal executive offices (or such other office or agency of the Company
      as it
      may designate by notice
      to
      the Warrantholder). The Warrant Shares so purchased shall be deemed to be issued
      to the
      Warrantholder or the Warrantholder’s designee, as the record owner of such
      shares, as of the close
      of
      business on the date on which this Warrant shall have been surrendered (or
      evidence of loss,
      theft or destruction thereof and security or indemnity satisfactory to the
      Company), the Warrant
      Price shall have been paid and the completed Exercise Agreement shall have
      been delivered.
      Certificates for the Warrant Shares so purchased, representing the aggregate
      number of
      shares
      specified in the Exercise Agreement, shall be delivered to the Warrantholder
      within a reasonable
      time, not exceeding three (3) business days, after this Warrant shall have
      been
      so exercised.
      The certificates so delivered shall be in such denominations as may be requested
      by the Warrantholder and shall be registered in the name of the Warrantholder
      or
      such other name as
      shall
      be designated by the Warrantholder. If this Warrant shall have been exercised
      only in part,
      then, unless this Warrant has expired, the Company shall, at its expense, at
      the
      time of delivery
      of such certificates, deliver to the Warrantholder a new Warrant representing
      the number
      of
      shares with respect to which this Warrant shall not then have been exercised.
      As
      used herein,
      “business day” means a day, other than a Saturday or Sunday, on which banks in
      New York
      City
      are open for the general transaction of business. Each exercise hereof shall
      constitute the
      re-affirmation that the Warrantholder is an accredited investor according to
      Rule 501 of Regulation
      D.





Section
      4. Compliance
      with the Securities Act of 1933. The
      Company may cause the legend
      set forth on the first page of this Warrant to be set forth on each Warrant
      or
      similar legend on
      any
      security issued or issuable upon exercise of this Warrant, unless counsel for
      the Company is
      of the
      opinion as to any such security that such legend is unnecessary.





Section
      5. Payment
      of Taxes. The
      Company will pay any documentary stamp taxes attributable
      to the initial issuance of Warrant Shares issuable upon the exercise of the
      Warrant; provided, however, that the Company shall not be required to pay any
      tax or taxes which may be payable
      in respect of any transfer involved in the issuance or delivery of any
      certificates for Warrant
      Shares in a name other than that of the Warrantholder in respect of which such
      shares are
      issued, and in such case, the Company shall not be required to issue or deliver
      any certificate for
      Warrant Shares or any Warrant until the person requesting the same has paid
      to
      the Company the
      amount of such tax or has established to the Company’s reasonable satisfaction
      that such tax has been paid. The Warrantholder shall be responsible for income
      taxes due under federal, state or
      other
      law, if any such tax is due.





Section
      6. Mutilated
      or Missing Warrants. In
      case
      this Warrant shall be mutilated, lost,
      stolen, or destroyed, the Company shall issue in exchange and substitution
      of
      and upon cancellation of the mutilated Warrant, or in lieu of and substitution
      for the Warrant lost, stolen or destroyed,
      a new Warrant of like tenor and for the purchase of a like number of Warrant
      Shares, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction of the Warrant, and with respect to a lost, stolen or
      destroyed Warrant, reasonable indemnity or bond with respect thereto, if
      requested by the Company.








Section
      7. Reservation
      of Common Stock. The
      Company hereby represents and warrants
      that there have been reserved, and the Company shall at all applicable times
      keep reserved
      until issued (if necessary) as contemplated by this Section 7, out of the
      authorized and unissued shares of Common Stock, sufficient shares to provide
      for
      the exercise of the rights of purchase
      represented by this Warrant. The Company agrees that all Warrant Shares issued
      upon due
      exercise of the Warrant shall be, at the time of delivery of the certificates
      for such Warrant Shares,
      duly authorized, validly issued, fully paid and non-assessable shares of Common
      Stock of
      the
      Company.





Section
      8. Adjustments. Subject
      and pursuant to the provisions of this Section 8, unless
      waived in a particular case by the Warrantholder, the Warrant Price and number
      of Warrant
      Shares subject to this Warrant shall be subject to adjustment from time to
      time
      as set forth
      hereinafter.





(a)  If
      the
      Company shall, at any time or from time to time while this Warrant is outstanding,
      pay a dividend or make a distribution on its Common Stock in shares of Common Stock,
      subdivide its outstanding shares of Common Stock into a greater number of shares
      or combine
      its outstanding shares of Common Stock into a smaller number of shares or issue
      by reclassification
      of its outstanding shares of Common Stock any shares of its capital stock (including
      any such reclassification in connection with a consolidation or merger in which
      the Company is the continuing corporation), then the number of Warrant Shares
      purchasable upon exercise of the Warrant and the Warrant Price in effect
      immediately prior to the date upon which such change shall become effective,
      shall be adjusted by the Company so that the Warrantholder thereafter
      exercising the Warrant shall be entitled to receive the number of shares of
      Common Stock
      or
      other capital stock which the Warrantholder would have received if the Warrant
      had been
      exercised immediately prior to such event upon payment of a Warrant Price that
      has been adjusted to reflect a fair allocation of the economics of such event
      to
      the Warrantholder. Such adjustments shall be made successively whenever any
      event listed above shall occur.





(b)  If
      any
      capital reorganization, reclassification of the capital stock of the Company,
      consolidation or merger of the Company with another corporation in which the Company
      is not the survivor, or sale, transfer or other disposition of all or
      substantially all of the Company’s
      assets to another corporation shall be effected, then, as a condition of such reorganization,
      reclassification, consolidation, merger, sale, transfer or other disposition,
      lawful and
      adequate provision shall be made whereby each Warrantholder shall thereafter
      have the right to
      purchase and receive upon the basis and upon the terms and conditions herein
      specified and in lieu of the Warrant Shares immediately theretofore issuable
      upon exercise of the Warrant, such shares of stock, securities or assets as
      would have been issuable or payable with respect to or in exchange for a number
      of Warrant Shares equal to the number of Warrant Shares immediately theretofore
      issuable upon exercise of the Warrant, had such reorganization,
      reclassification, consolidation, merger, sale, transfer or other disposition
      not
      taken place, and in any such case appropriate
      provision shall be made with respect to the rights and interests of each
      Warrantholder to
      the
      end that the provisions hereof (including, without limitation, provision for
      adjustment of the
      Warrant Price) shall thereafter be applicable, as nearly equivalent as may
      be
      practicable in relation to any shares of stock, securities or assets thereafter
      deliverable upon the exercise hereof.








The
      Company shall not effect any such consolidation, merger, sale, transfer or
      other
      disposition unless
      prior to or simultaneously with the consummation thereof the successor
      corporation (if other
      than the Company) resulting from such consolidation or merger, or the
      corporation purchasing
      or otherwise acquiring such assets or other appropriate corporation or entity
      shall assume
      the obligation to deliver to the Warrantholder, at the last address of the
      Warrantholder appearing
      on the books of the Company, such shares of stock, securities or assets as,
      in accordance
      with the foregoing provisions, the Warrantholder may be entitled to purchase,
      and the
      other
      obligations under this Warrant. The provisions of this paragraph (b) shall
      similarly apply
      to
      successive reorganizations, reclassifications, consolidations, mergers, sales,
      transfers or other dispositions.





(c)
      In
      case the Company shall fix a payment date for the making of a distribution
      to all holders of Common Stock (including any such distribution made in
      connection with a consolidation or merger in which the Company is the continuing
      corporation) of evidences of
      indebtedness or assets (other than cash dividends or cash distributions payable
      out of consolidated
      earnings or earned surplus or dividends or distributions referred to in Section
      8(a)), or subscription rights or warrants, the Warrant Price to be in effect
      after such payment date shall be determined by multiplying the Warrant Price
      in
      effect immediately prior to such payment date by a fraction, the numerator
      of
      which shall be the total number of shares of Common Stock outstanding multiplied
      by the Market Price (as defined below) per share of Common Stock immediately
      prior to
      such
      payment date, less the fair market value (as determined by the Company’s Board
      of Directors
      in good faith) of said assets or evidences of indebtedness so distributed,
      or of
      such subscription
      rights or warrants, and the denominator of which shall be the total number
      of
      shares of
      Common
      Stock outstanding multiplied by such Market Price per share of Common Stock immediately
      prior to such payment date. “Market Price” as of a particular date (the
“Valuation Date”)
      shall mean the following: (a) if the Common Stock is then listed on a national
      stock exchange,
      the closing sale price of one share of Common Stock on such exchange on the
      last trading
      day prior to the Valuation Date; (b) if the Common Stock is then quoted on
      The
      Nasdaq Stock Market, Inc. (“Nasdaq”), the National Association of Securities
      Dealers, Inc. OTC Bulletin Board (the “Bulletin Board”) or such similar exchange
      or association, the closing sale price of one share
      of
      Common Stock on Nasdaq, the Bulletin Board or such other exchange or association
      on the
      last
      trading day prior to the Valuation Date or, if no such closing sale price is
      available, the average
      of the high bid and the low asked price quoted thereon on the last trading
      day
      prior to
      the
      Valuation Date; or (c) if the Common Stock is not then listed on a national
      stock exchange
      or quoted on Nasdaq, the Bulletin Board or such other exchange or association,
      the fair market
      value of one share of Common Stock as of the Valuation Date, shall be determined
      in good
      faith by the Board of Directors of the Company and the Warrantholder. If the
      Common Stock
      is
      not then listed on a national securities exchange, the Bulletin Board or such
      other exchange
      or association, the Board of Directors of the Company shall respond promptly,
      in writing,
      to an inquiry by the Warrantholder prior to the exercise hereunder as to the
      fair market value of a share of Common Stock as determined by the Board of
      Directors of the Company. In the
      event
      that the Board of Directors of the Company and the Warrantholder are unable
      to
      agree upon
      the
      fair market value in respect of subpart (c) hereof, the Company and the
      Warrantholder shall
      jointly select an appraiser, who is experienced in such matters. The decision
      of
      such appraiser shall
      be
      final and conclusive, and the cost of such appraiser shall be borne equally
      by the Company and the Warrantholder. Such adjustment shall be made successively whenever
      such a payment date is fixed.








(d)  An
      adjustment to the Warrant Price shall become effective immediately after
      the
      payment date in the case of each dividend or distribution and immediately after
      the effective
      date of each other event which requires an adjustment.





(e)  In
      the
      event that, as a result of an adjustment made pursuant to this Section 8, the
      Warrantholder shall become entitled to receive any shares of capital stock
      of
      the Company other
      than shares of Common Stock, the number of such other shares so receivable
      upon
      exercise of
      this
      Warrant shall be subject thereafter to adjustment from time to time in a manner
      and on terms
      as
      nearly equivalent as practicable to the provisions with respect to the Warrant
      Shares contained in this Warrant.





Section
      9. Fractional
      Interest. The
      Company shall not be required to issue fractions of
      Warrant Shares upon the exercise of this Warrant. If any fractional share of
      Common Stock would,
      except for the provisions of the first sentence of this Section 9, be
      deliverable upon such exercise, the Company, in lieu of delivering such
      fractional share, shall pay to the exercising Warrantholder an amount in cash
      equal to the Market Price of such fractional share of Common Stock on the date
      of exercise.





Section
      10. Benefits. Nothing
      in this Warrant shall be construed to give any person, firm
      or
      corporation (other than the Company and the Warrantholder) any legal or
      equitable right, remedy
      or
      claim, it being agreed that this Warrant shall be for the sole and exclusive
      benefit of the
      Company and the Warrantholder.





Section
      11. Limitations
      on Exercise. Notwithstanding
      anything to the contrary contained
      herein, the number of Warrant Shares that may be acquired by Warrantholder
      upon
      any exercise of this Warrant (or otherwise in respect hereof) shall be limited
      to the extent necessary to insure
      that, following such exercise (or other issuance), the total number of shares
      of
      Common Stock
      then beneficially owned by Warrantholder and its affiliates and any other
      persons whose beneficial
      ownership of Common Stock would be aggregated with the Warrantholder’s for
      purposes of
      Section 13(d) of the Exchange Act does not exceed 9.999% of the total number
      of
      issued and outstanding shares of Common Stock (including for such purpose the
      shares of Common Stock issuable upon such exercise). For such purposes,
      beneficial ownership shall be determined in accordance with Section 13(d) of
      the
      Exchange Act and the rules and regulations promulgated thereunder.
      This restriction may not be waived and may not be amended by agreement of the parties.





Section
      12. Trading
      Market Limitations. Unless
      permitted by the applicable rules and regulations
      of the principal securities market on which the Common Stock is then listed
      or
      traded, in no
      event
      shall the Company issue upon exercise of or otherwise pursuant to this Warrant
      and upon conversion of or otherwise pursuant to the Note issued in connection
      with this Warrant more than the
      maximum number of shares of Common Stock that the Company can issue pursuant
      to
      any rule of the principal securities market on which the Common Stock is then
      traded (the “Maximum Share Amount”),
      which shall be 19.99% of the total shares of Common Stock then outstanding.
      In
      the event
      that the sum of (x) the aggregate number of shares of Common Stock issued upon
      exercise of this Warrant and upon conversion of the Note and (y) the aggregate
      number of shares of Common Stock that remain issuable upon exercise of the
      Warrant and conversion of the Note represents at least one hundred percent
      (100%) of the Maximum Share Amount (the “Triggering Event”), the Company will
      use its best efforts to seek and obtain Stockholder Approval (or obtain such
      other relief as will allow exercises hereunder in excess of the Maximum Share
      Amount) as soon as practicable
      following the Triggering Event. As used herein, “Stockholder Approval” means approval
      by the shareholders of the Company to authorize the issuance of the full number
      of shares of
      Common
      Stock that would be issuable upon full exercise of this Warrant and upon full conversion
      of the Note but for the Maximum Share Amount.








Section
      13. Stock
      Dividends and Splits. If
      the
      Company, at any time while this Warrant is outstanding,
      (i) pays a stock dividend on its Common Stock or otherwise makes a distribution
      on any class
      of
      capital stock that is payable in shares of Common Stock, (ii) subdivides
      outstanding shares of Common Stock into a larger number of shares, or (iii)
      combines outstanding shares of Common Stock into a smaller number of shares,
      then in each such case the Warrant Price shall be multiplied by a fraction
      of
      which the numerator shall be the number of shares of Common Stock outstanding
      immediately before such event and of which the denominator shall be the number
      of shares of Common
      Stock outstanding immediately after such event. Any adjustment made pursuant
      to
      clause (i)
      of
      this paragraph shall become effective immediately after the record date for
      the
      determination of stockholders entitled to receive such dividend or distribution,
      and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall
      become effective immediately after the effective date of such subdivision or
      combination.





Section
      14. Notices
      to Warrantholder. Upon
      the
      happening of any event requiring an adjustment of the Warrant Price, the Company
      shall promptly give written notice thereof to the Warrantholder
      at the address appearing in the records of the Company, stating the adjusted Warrant
      Price and the adjusted number of Warrant Shares resulting from such event and
      setting forth
      in
      reasonable detail the method of calculation and the facts upon which such
      calculation is based. Failure to give such notice to the Warrantholder or any
      defect therein shall not affect the legality or validity of the subject
      adjustment.





Section
      15. Notices. Unless
      otherwise provided, any notice required or permitted under
      this Warrant shall be given in writing and shall be deemed effectively given
      as
      hereinafter described
      (i) if given by personal delivery, then such notice shall be deemed given upon
      such delivery,
      (ii) if given by telex or facsimile, then such notice shall be deemed given
      upon
      receipt of
      confirmation of complete transmittal, (iii) if given by mail, then such notice
      shall be deemed given upon the earlier of (A) receipt of such notice by the
      recipient or (B) three days after such notice
      is
      deposited in first class mail, postage prepaid, and (iv) if given by an
      internationally recognized overnight air courier, then such notice shall be
      deemed given one business day after delivery to such carrier. All notices shall
      be addressed as follows: if to the Warrantholder, at its address as set forth
      in
      the Company’s books and records and, if to the Company, at the address as follows,
      or at such other address as the Warrantholder or the Company may designate
      by
      ten days’
      advance written notice to the other:








If
      to the
      Company:




Patient
      Safety Technologies, Inc.


1800
      Century Park East, Suite 200


Los
      Angeles, California 90067


Attn: Lynne
      Silverstein


Telephone:
      (310) 895-7750


Facsimile:
      (310) 895-7751





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


Sichenzia
      Ross Friedman Ference LLP


1065
      Avenue of the Americas


New
      York,
      New York 10018


Attention:
      Marc J. Ross, Esq.


Telephone:
      (212) 930-9700


Facsimile:
      (212) 930-9725





Section
      16. Successors. All
      the
      covenants and provisions hereof by or for the benefit of
      the
      Warrantholder shall bind and inure to the benefit of its respective successors
      and assigns hereunder.





Section
      17. Governing
      Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant
      shall be governed by, and construed in accordance with, the internal laws of
      the
      State of California,
      without reference to the choice of law provisions thereof. The Company and,
      by accepting
      this Warrant, the Warrantholder, each irrevocably submits to the exclusive
      jurisdiction of
      the
      courts of the State of California located in Los Angeles County and federal
      courts located in Los
      Angeles County, California for the purpose of any suit, action, proceeding
      or
      judgment relating
      to or arising out of this Warrant and the transactions contemplated hereby.
      Service of process
      in connection with any such suit, action or proceeding may be served on each
      party hereto
      anywhere in the world by the same methods as are specified for the giving of
      notices under
      this Warrant. The Company and, by accepting this Warrant, the Warrantholder,
      each irrevocably
      consents to the jurisdiction of any such court in any such suit, action or
      proceeding and to
      the
      laying of venue in such court. The Company and, by accepting this Warrant,
      the Warrantholder,
      each irrevocably waives any objection to the laying of venue of any such suit, action
      or
      proceeding brought in such courts and irrevocably waives any claim that any
      such
      suit, action
      or
      proceeding brought in any such court has been brought in an inconvenient forum. **EACH
      OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE** **WARRANTHOLDER
      HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY** **JURY
      IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND** **REPRESENTS
      THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO** **THIS
      WAIVER.**








Section
      18. No
      Rights as Stockholder. Prior
      to
      the exercise of this Warrant, the Warrantholder
      shall not have or exercise any rights as a stockholder of the Company by virtue
      of its
      ownership of this Warrant.





Section
      19. Amendment;
      Waiver. Any
      term
      of this Warrant may be amended or waived
      upon the written consent of the Company and the holder of the
      Warrant.





Section
      20. Section
      Headings. The
      section headings in this Warrant are for the convenience
      of the Company and the Warrantholder and in no way alter, modify, amend, limit
      or restrict the provisions hereof.








IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of
      the
      3 rd day
      of
      November 2006.






PATIENT
                SAFETY TECHNOLOGIES, INC.
              
              By:
              Name:
                Milton “Todd” Ault, III
              Title:
                Chief Executive Officer








APPENDIX
      A


PATIENT
      SAFETY TECHNOLOGIES, INC.


WARRANT
      EXERCISE FORM





To
      Patient Safety Technologies, Inc.:




The
      undersigned hereby irrevocably elects to exercise the right of purchase
      represented by
      the
      within Warrant (“Warrant”) for, and to purchase thereunder by the payment of the
      Warrant Price and surrender of the Warrant, 100,000 shares of Common Stock
      (“Warrant Shares”)
      provided for therein, and requests that certificates for the Warrant Shares
      be
      issued as follows:







Name





Address
      _________________________


_________________________





Federal
      Tax ID or Social Security No.




and
      delivered by (certified mail to the above address, or (electronically (provide
      DWAC Instructions:


________________________
      ), or (other (specify): ____________________________________ ),
      and,
      if the
      number of Warrant Shares shall not be all the Warrant Shares purchasable upon
      exercise of the Warrant, that
      a
      new Warrant for the balance of the Warrant Shares purchasable upon exercise
      of
      this Warrant be registered
      in the name of the undersigned Warrantholder or the undersigned’s Assignee as
      below indicated and delivered to the address stated below.





Dated:
      ____________________ ,




Note:
      The
      signature must correspond with the name of the Warrantholder as written on
      the
      first page of the
      Warrant in every particular, without alteration or enlargement or any change
      whatever, unless the Warrant has
      been
      assigned.






Warrant
                Signature:
            ______________________________Name
                (please print):
            ______________________________Address
            ______________________________
              ______________________________
                ______________________________Federal Identification
              or Social Security No.Assignee:
            ______________________________
              ______________________________
                ______________________________