| Delaware                                                       |   | 13-3419202                           |
|----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) |   | (I.R.S. Employer Identification No.) |

| Large accelerated filer  ̈                                           |   | Accelerated filer  ̈    |
|--------------------------------------------------------------------------|--------|-----------------------------|
| Non-accelerated filer  ̈ (Do not check if smaller reporting company) |   | Smaller Reporting Company x |

----

----

|                                                                                                    | Page   |
|---------------------------------------------------------------------------------------------------------|--------|
|                                                                                                    |   |
| EXPLANATORY NOTE                                                                                        | i      |
| PART III                                                                                                | 1      |
| ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                         | 1      |
| ITEM 11. EXECUTIVE COMPENSATION                                                                         | 2      |
| ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 9      |
| ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                      | 13     |
| ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES                                                         | 14     |
| PART IV                                                                                                 | 15     |
| ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                     | 15     |
| SIGNATURES                                                                                              | 16     |
| EXHIBIT INDEX                                                                                           | 17     |

----

| Name                     |   | Age |   | Position                                        |
|--------------------------|--------|-----|--------|-------------------------------------------------|
| John P. Francis          |   | 45  |   | Director                                        |
| Louis Glazer, M.D. Ph.G. |   | 79  |   | Director                                        |
| Brian E. Stewart         |   | 39  |   | Director, President and Chief Executive Officer |
| Herbert Langsam          |   | 79  |   | Director                                        |
| Wenchen Lin              |   | 56  |   | Director                                        |

----

|   | · | Brian E. Stewart filed one late Form 3 to report beneficial ownership of securities held as of his appointment as a director and our chief executive officer; |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | David Dreyer filed one late Form 4 to report one transaction in our securities (the grant of 450,000 employee stock options (right to buy) on October 22, 2010); and |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | John A. Hamilton filed one late Form 4 to report one transaction in our securities (the grant of 375,000 employee stock options (right to buy) on August 9, 2010). |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | the individuals who served as our Chief Executive Officer during the year ended December 31, 2010; |
|--------|--------|----------------------------------------------------------------------------------------------------|

|   | · | the individual who served as our Chief Financial Officer during the year ended December 31, 2010; |
|--------|--------|---------------------------------------------------------------------------------------------------|

|   | · | the individual who served as our Chief Operating Officer during the year ended December 31, 2010, which was our only other executive officer serving as of December 31, 2010. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|                                             |   |   |   |   |    |   |   |   |    |         |   |   |       |   |   | Non-      |    |   |      |   |    |      |   |
|--------------------------------------------------|--------|--------|--------|--------|---------|--------|--------|--------|---------|--------------|--------|--------|------------|--------|--------|-----------|---------|--------|-----------|--------|---------|-----------|--------|
|                                             |   |   |   |   |    |   |   |   |    |         |   |   |       |   |   | qualified |    |   |      |   |    |      |   |
|                                             |   |   |   |   |    |   |   |   |    | Warrant      |   |   | Non-equity |   |   | deferred  |    |   |      |   |    |      |   |
|                                             |   |   |   |   |    |   |   |   |    | And          |   |   | incentive  |   |   | compen-   |    |   | All other |   |    |      |   |
|                                             |   |   |   |   |    |   |   |   |    | stock option |   |   | Plan       |   |   | sation    |    |   | compen-   |   |    |      |   |
| Name and                                         |   |   |   | Salary |    |   | Bonus  |   |    | Awards       |   |   | compen-    |   |   | earnings  |    |   | sation    |   |    |      |   |
| principal position (1)                           |   | Year   |   | ($)(2) |    |   | ($)    |   |    | ($)(3)       |   |   | sation ($) |   |   | ($)       |    |   | ($) (4)   |   |    | Total ($) |   |
|                                             |   |   |   |   |    |   |   |   |    |         |   |   |       |   |   |      |    |   |      |   |    |      |   |
| Brian E. Stewart                                 |   | 2010   |   |   | 161,016 |   |   |   | — |         |   |   | 1,162,500  |   |   |      | — |   |      |   | — |      |   |   | 12,427 |   |   |   | 1,335,943 |   |
| President, Chief Executive Officer and director  |   | 2009   |   |   | — |   |   |   | — |         |   |   | —    |   |   |      | — |   |      |   | — |      |   |   | — |   |   |   | — |   |
|                                             |   |   |   |   |    |   |   |   |    |         |   |   |       |   |   |      |    |   |      |   |    |      |   |   |   |   |   |   |   |   |
| Steven H. Kane                                   |   | 2010   |   |   | 157,708 |   |   | __     |    |         | __     |   |       | __     |   |      | __      |   |      |   | 549,793 |      |   |   | 707,501 |   |
| Former Chief Executive Officer                   |   | 2009   |   |   | 234,982 |   |   |   | — |         |   |   | 1,400,000  |   |   |      | — |   |      |   | — |      |   |   | 6,344 |   |   |   | 1,641,326 |   |
|                                             |   |   |   |   |    |   |   |   |    |         |   |   |       |   |   |      |    |   |      |   |    |      |   |   |   |   |   |   |   |   |
| David Dreyer                                     |   | 2010   |   |   | 37,179  |   |   |   | — |         |   |   | 249,975    |   |   |      | — |   |      |   | — |      |   |   | 0 |   |   |   | 287,154 |   |
| Chief Financial Officer, Treasurer and Secretary |   | 2009   |   |   | — |   |   |   | — |         |   |   | —    |   |   |      | — |   |      |   | — |      |   |   | — |   |   |   | — |   |
|                                             |   |   |   |   |    |   |   |   |    |         |   |   |       |   |   |      |    |   |      |   |    |      |   |   |   |   |   |   |   |   |
| John Hamilton                                    |   | 2010   |   |   | 72,933  |   |   |   | — |         |   |   | —    |   |   |      | — |   |      |   | — |      |   |   | — |   |   |   | 72,993 |   |
| Chief Operating Officer                          |   | 2009   |   |   | — |   |   |   | — |         |   |   | —    |   |   |      | — |   |      |   | — |      |   |   | — |   |   |   | — |   |

----

----

----

|                                                         |    | Warrant and Option Awards |         |
|--------------------------------------------------------------|--------------|------------------------------------------|--------------|
|                                                    |    | Number of                           |    |    | Number of |    |    |   |    |    |   |
|                                                    |    | Securities                               |    |    | Securities |    |    |   |    |    |   |
|                                                    |    | Underlying                               |    |    | Underlying |    |    |   |    |    |   |
|                                                    |    | Unexercised                              |    |    | Unexercised |    |    |   |    |    |   |
|                                                    |    | options or                          |    |    | options or |    |    |   |    |    |   |
|                                                    |    | Warrants                                 |    |    | warrants |    |    | Option or warrant |    | Option or warrant |   |
| Name                                                         |    | (#) Exercisable                     |    |    | (#) Unexercisable (1) |    |    | exercise price |    | expiration date |   |
| Current executive officers:                                  |         |                                     |         |   |   |   |   |   |   |   |   |
|                                                         |         |                                     |         |   |   |   |   |   |   |   |   |
| Brian E. Stewart                                             |         |                                     | 750,000      |   |   |   | 1,250,000 |   |   |   | 0.80 |   | 11/15/2020 |   |
| Director, President and Chief Executive Officer              |         |                                     |         |   |   |   |   |   |   |   |   |   |   |   |
|                                                         |         |                                     |         |   |   |   |   |   |   |   |   |   |   |   |
| Steven H. Kane                                               |         |                                     | 200,000      |   |   |   | — |   |   | $ | 1.25 |   | 4/16/2015 |   |
| Former Chief Executive Officer                               |         |                                     | 791,667      |   |   |   | 250,000 |   |   | $ | 0.75 |   | 9/24/2011 |   |
|                                                         |         |                                     |         |   |   |   |   |   |   |   |   |   |   |   |
| David DreyerChief Financial Officer, Treasurer and Secretary |         |                                     | —      |   |   |   | 450,000 |   |   |   | 0.75 |   | 10/22/2020 |   |
|                                                         |         |                                     |         |   |   |   |   |   |   |   |   |   |   |   |
| John Hamilton                                                |         |                                     | —      |   |   |   |   325,000 |   |   | $ | 0.75 |   | 8/9/2020 |   |
| Chief Operating Officer                                      |         |                                     |         |   |   |   |   |   |   |   |   |   |   |   |

----

|                  |   |      |    |   |       |   |    |   |   |   | Non-       |   |   | Non-         |    |   |       |   |    |      |   |
|-----------------------|--------|-----------|---------|--------|------------|--------|---------|--------|--------|--------|------------|--------|--------|--------------|---------|--------|------------|--------|---------|-----------|--------|
|                  |   |      |    |   |       |   |    |   |   |   | equity     |   |   | qualified    |    |   |       |   |    |      |   |
|                  |   | Fees      |    |   |       |   |    |   |   |   | incentive  |   |   | deferred     |    |   |       |   |    |      |   |
|                  |   | earned or |    |   |       |   |    | Option |   |   | plan       |   |   | compen-      |    |   | All other  |   |    |      |   |
|                  |   | paid in   |    |   | Stock      |   |    | awards |   |   | compen-    |   |   | sation       |    |   | compen-    |   |    |      |   |
| Name                  |   | cash ($)  |    |   | awards ($) |   |    | ($)(2) |   |   | sation ($) |   |   | earnings ($) |    |   | sation ($) |   |    | Total ($) |   |
| Current Directors:    |   |      |    |   |       |   |    |   |   |   |       |   |   |         |    |   |       |   |    |      |   |
| John P. Francis       |   | $         | — |   |       | $      | — |   |   | $      | —    |   |   | $            | — |   |       | $      | — |      |   | $ | — |   |   | $ | — |   |
| Louis Glazer, MD, PhG |   | $         | — |   |       | $      | — |   |   | $      | —    |   |   | $            | — |   |       | $      | — |      |   | $ | — |   |   | $ | — |   |
| Herbert Langsam       |   | $         | — |   |       | $      | — |   |   | $      | —    |   |   | $            | — |   |       | $      | — |      |   | $ | — |   |   | $ | — |   |
| Wenchen Lin           |   | $         | — |   |       | $      | — |   |   | $      | —    |   |   | $            | — |   |       | $      | — |      |   | $ | — |   |   | $ | — |   |
|                  |   |      |    |   |       |   |    |   |   |   |       |   |   |         |    |   |       |   |    |      |   |   |   |   |   |   |   |   |
| Former Directors:     |   |      |    |   |       |   |    |   |   |   |       |   |   |         |    |   |       |   |    |      |   |   |   |   |   |   |   |   |
|                  |   |      |    |   |       |   |    |   |   |   |       |   |   |         |    |   |       |   |    |      |   |   |   |   |   |   |   |   |
| Howard E. Chase       |   | $         | 83,488  | (1)    |       | $      | — |   |   | $      | —    |   |   | $            | — |   |       | $      | — |      |   | $ | — |   |   | $ | 83,488 |   |
| Loren L. McFarland    |   | $         | 64,912  | (1)    |       | $      | — |   |   | $      | —    |   |   | $            | — |   |       | $      | — |      |   | $ | — |   |   | $ | 64,912 |   |
| Eugene Bauer, MD      |   | $         | 10,025  | (1)    |       | $      | — |   |   | $      | 62,260     |   |   | $            | — |   |       | $      | — |      |   | $ | — |   |   | $ | 72,285 |   |
| William Hitchcock     |   | $         | 10,025  | (1)    |       | $      | — |   |   | $      | 49,420     |   |   | $            | — |   |       | $      | — |      |   | $ | — |   |   | $ | 59,445 |   |

----

----

|                  |   | Outstanding Option             |    |
|-----------------------|--------|-------------------------------------|---------|
|             |   | Awards                              |    |
| Name                  |   | at December 31, 2010 |    |
| Current Directors:    |   |                                |    |
| John P. Francis       |   |                                | — |   |
| Louis Glazer, MD, PhG |   |                                | 180,000 |   |
| Herbert Langsam       |   |                                | 34,500  |   |
| Wenchen Lin           |   |                                | — |   |
|                  |   |                                |    |   |
| Former Directors:     |   |                                |    |   |
|                  |   |                                |    |   |
| Loren L. McFarland    |   |                                | 200,000 | (a) |
| Howard E. Chase       |   |                                | 200,000 | (a) |
| Eugene Bauer, MD      |   |                                | 50,000  | (a) |
| William Hitchcock     |   |                                | 50,000  | (a) |

----

|                                                                                                                                                          |   | Shares Beneficially Owned (b) |      |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------|-----------|
|                                                                                                                                                     |   | Common Stock                            |      |   | Series A ConvertiblePreferred Stock |   |
| Name and Address of Beneficial Owner (a)                                                                                        |   | Numberof Shares                         |      |   | % |   |   | Numberof Shares |   |   | % |   |
| Kinderhook Partners, LP1 Executive DriveSuite 160Fort Lee, NJ 07024                                                                                           |   |                                         | 6,266,666 | (c) |   |   | 19 | % |   |   | — |   |   |   |   |
| Francis Capital Management, LLC2400 Broadway, Suite 220Santa Monica, CA 90404                                                                                 |   |                                         | 3,207,040 | (d) |   |   | 10 | % |   |   | — |   |   |   | * |   |
| Compass Global Management, Ltd.c/o M&C Corporate Services limitedP.O. Box 309 GT, Ugland HouseSouth Church Street, GeorgetownGrand Cayman, Cayman Islands |   |                                         | 2,600,000 | (e) |   |   | 8 | % |   |   | — |   |   |   | * |   |
| Cardinal Health, Inc.7000 Cardinal PlaceDublin, OH 4017                                                                                                       |   |                                         | 1,875,000 | (f) |   |   | 5 | % |   |   | — |   |   |   | * |   |
| Catalysis Partners, LLC2400 Broadway, Suite 220Santa Monica, CA 90404                                                                                         |   |                                         | 1,718,968 | (d) |   |   | 5 | % |   |   | — |   |   |   | * |   |
| Radisson Trading CompanyRM 1502-4, Righteous Centre585 Nathan Road, Mongkok,Kowloon, Hong Kong                                                                |   |                                         | 3,029,333 | (g) |   |   | 9 | % |   |   | — |   |   |   | * |   |
| Alan Morelli225 Mantua RoadPacific Palisades, CA 90272                                                                                                        |   |                                         | 1,627,252 | (h) |   |   | 5 | % |   |   | — |   |   |   | * |   |
| Catalysis Offshore, Ltd.2400 Broadway, Suite 220Santa Monica, CA 90404                                                                                        |   |                                         | 1,335,432 | (d) |   |   | 5 | % |   |   | — |   |   |   | * |   |
| DSAM Fund LP222 Broadway, 6th FloorNew York, NY 10038                                                                                                         |   |                                         | 1,214,761 | (i) |   |   | 5 | % |   |   | — |   |   |   | * |   |
| Melanie Glazer801 Ocean Ave., #403Santa Monica, CA 90403                                                                                                      |   |                                         | 753,184   | (j) |   |   | 2 | % |   |   | 10,950 |   |   |   | 100 | % |
| Zealous Income Partners, L.P.c/o Zealous, Inc.9550 Warner Avenue, #250Fountain Valley, CA 92708                                                               |   |                                         | —   | (k) |   |   | * |   |   |   | 2,600 |   |   |   | 23.7 | % |
| Brian Stewart                                                                                                                                                 |   |                                         | 1,818,410 | (l) |   |   | 5 | % |   |   | — |   |   |   | * |   |
| John P. Francis                                                                                                                                               |   |                                         | 3,207,040 | (m) |   |   | 10 | % |   |   | — |   |   |   | * |   |
| Louis Glazer, MD                                                                                                                                              |   |                                         | 753,184   | (n) |   |   | 2 | % |   |   | 10,950 |   |   |   | 100 | % |
| Herbert Langsam                                                                                                                                               |   |                                         | 189,212   | (o) |   |   | * |   |   |   | — |   |   |   | * |   |
| Wenchen Lin                                                                                                                                                   |   |                                         | 1,100,000 | (p) |   |   | 19 | % |   |   | — |   |   |   | * |   |
| David Dreyer                                                                                                                                                  |   |                                         | 313,681   | (q) |   |   | * |   |   |   | — |   |   |   |   |   |
| Steven Kane                                                                                                                                                   |   |                                         | 1,241,665 | (r) |   |   | 4 | % |   |   | — |   |   |   |   |   |
| John Hamilton                                                                                                                                                 |   |                                         | —   |   |   |   | — |   |   |   | — |   |   |   |   |   |
| All named directors and executive officers as a group (6 persons total)                                                                                       |   |                                         | 7,381,527 | (s) |   |   | 21 | % |   |   | 8,150 |   |   |   | 74.4 | % |

----

----

----

----

|                                                   |   | As of December 31, 2010                                                                  |      |
|--------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------|-----------|
|                                              |   | Number of Securities tobe Issued upon Exerciseof Outstanding Options |      |   | Weighted AverageExercise Price ofOutstanding Options |   |   | Number of SecuritiesRemaining Available forFuture Issuance UnderEquity CompensationPlans (ExcludingSecurities Reflected inColumn (a)) |   |
| Plan Category                                     |   | Column (a)                                                                                              |      |   | Column (b) |   |   | Column (c) |   |
| Equity compensation plans approved by stockholders     |   |                                                                                                         | 3,549,000 | (1) |   |   | 1.11 | (2) |   |   | 1,950,968 | (3) |
| Equity compensation plans not approved by stockholders |   |                                                                                                         | —   |   |   |   | — |   |   |   | — |   |
| Total:                                                 |   |                                                                                                         | 3,549,000 |   |   |   | 1.11 |   |   |   | 1,950,968 |   |

----

----

----

|               |    | For the year ended December 31, |    |
|--------------------|--------------|----------------------------------------------------------|--------------|
|               |         | 2010                                                     |         |   | 2009 |   |
| Audit Fees         |         | $                                                        | 185,278      |   |   | $ | 234,648 |   |
| Audit-Related Fees |         |                                                     | 18,609       |   |   |   | 10,068 |   |
| Total Fees         |         | $                                                        | 203,887      |   |   | $ | 244,716 |   |

----

----

| PATIENT SAFETY TECHNOLOGIES, INC. |   |
|-----------------------------------|--------|
|                              |   |   |   |
| By:                               |   | /s/ Brian E. Stewart |   |
| Name:                             |   | Brian E. Stewart |
| Title:                            |   | President and Chief Executive Officer |

| Signature                 |   | Title                                                                              |   | Date           |
|---------------------------|--------|------------------------------------------------------------------------------------|--------|----------------|
| /s/ Brian E. Stewart      |   | Director, President and Chief Executive Officer(Principal Executive Officer)       |   | April 29, 2011 |
| Brian E. Stewart          |   |                                                                               |   |           |
|                      |   |                                                                               |   |           |
| /s/ David Dreyer          |   | Executive Vice President, Chief Financial Officer (Principal Financial Officer and |   | April 29, 2011 |
| David Dreyer              |   | Principal Accounting Officer), Secretary                                           |   |           |
|                      |   |                                                                               |   |           |
| *                         |   | Director                                                                           |   |           |
| John P. Francis           |   |                                                                               |   | April 29, 2011 |
|                      |   |                                                                               |   |           |
| *                         |   | Director                                                                           |   |           |
| Louis Glazer, M.D., Ph.G. |   |                                                                               |   | April 29, 2011 |
|                      |   |                                                                               |   |           |
| *                         |   | Director                                                                           |   |           |
| Herbert Langsam           |   |                                                                               |   | April 29, 2011 |
|                      |   |                                                                               |   |           |
| *                         |   | Director                                                                           |   |           |
| Wenchen Lin               |   |                                                                               |   | April 29, 2011 |

| * By:  | /s/ Brian E. Stewart                        |   |
|--------|---------------------------------------------|--------|
|   |  Brian E. Stewart, as attorney-in-fact |

----

|   | · | should not be treated as categorical statements of fact, but rather as an allocation of risk; |
|--------|--------|-----------------------------------------------------------------------------------------------|

|   | · | may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------|

|   | · | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and may be subject to more recent developments. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| ExhibitNumber |   | Description                                                                                                                                                                                                                                                                                                                                                             |
|---------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 2.1           |   | Agreement and Plan of Merger and Reorganization, dated as of February 3, 2005, by and among Franklin Capital Corporation (n/k/a Patient Safety Technologies, Inc.), SurgiCount Acquisition Corp., SurgiCount Medical, Inc., Brian Stewart and Dr. William Stewart (incorporated by reference to our current report on Form 8-K filed with the SEC on February 9, 2005 ) |
|          |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 3.1           |   | Amended and Restated Certificate of Incorporation (incorporated by reference to Appendix A to the our definitive proxy statement on Schedule 14A filed with the SEC on July 13, 2009 )                                                                                                                                                                                  |
|          |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 3.2           |   | By-laws (incorporated by reference to the company’s Form N-2 filed with the SEC on July 31, 1992)                                                                                                                                                                                                                                                                 |
|          |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 4.1           |   | Certificate of Designation of Series A Convertible Preferred Stock (included in Exhibit 3.1 hereto)                                                                                                                                                                                                                                                                     |
|          |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 4.2           |   | Certificate of Designation of Series B Convertible Preferred Stock (incorporated by reference to our current report on Form 8-K filed with the SEC on June 29, 2010) )                                                                                                                                                                                                  |
|          |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 10.1***       |   | Supply and Distribution Agreement dated effective November 19, 2009, by and between Patient Safety Technologies, Inc. and Cardinal Health 200, LLC ( incorporated by reference to our current report on Form 8-K filed with the SEC on November 24, 2009 )                                                                                                              |
|          |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 10.2          |   | Warrant Purchase Agreement dated effective as of November 19, 2009 by and between Patient Safety Technologies, Inc. and Cardinal Health, Inc. ( incorporated by reference to our current report on Form 8-K filed with the SEC on November 24, 2009 )                                                                                                                   |
|          |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 10.3          |   | Registration Rights Agreement dated effective as of November 19, 2009, by and between Patient Safety Technologies, Inc. and Cardinal Health, Inc. ( incorporated by reference to our current report on Form 8-K filed with the SEC on November 24, 2009 )                                                                                                               |
|          |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 10.4          |   | Warrant dated November 19, 2009 issued to Cardinal Health, Inc. to purchase up to 1,250,000 shares of our common stock at $2.00 per share, expiring November 19, 2014 ( incorporated by reference to our current report on Form 8-K filed with the SEC on November 24, 2009 )                                                                                           |
|          |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 10.5          |   | Warrant dated November 19, 2009 issued to Cardinal Health, Inc. to purchase up to 625,000 shares of our common stock at $4.00 per share, expiring November 19, 2014 ( incorporated by reference to our current report on Form 8-K filed with the SEC on November 24, 2009 )                                                                                             |
|          |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 10.6          |   | Exclusive License and Supply Agreement dated May 15, 2008, by and among SurgiCount Medical, Inc. and A Plus International, Inc. ( incorporated by reference to our annual report on Form 10-K filed with the SEC on March 31, 2010)                                                                                                                                     |
|          |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 10.7          |   | Subscription Agreement dated January 26, 2007 between Patient Safety Technologies, Inc. and A Plus International, Inc. (incorporated by reference to our current report on Form 8-K filed with the SEC on February 2, 2007)                                                                                                                                             |
|          |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 10.8          |   | Form of Exchange Agreement dated July 29, 2009 between Patient Safety Technologies, Inc. and certain investors (incorporated by reference to our current report on Form 8-K filed with the SEC on August 3, 2009)                                                                                                                                                       |
|          |   |                                                                                                                                                                                                                                                                                                                                                                    |
| 10.9          |   | Form of Purchase Agreement dated July 29, 2009 between Patient Safety Technologies, Inc. and certain investors (incorporated by reference to our current report on Form 8-K filed with the SEC on August 3, 2009)                                                                                                                                                       |

----

| 10.10  |   | Form of Senior Secured Note and Warrant Purchase Agreement dated January 29, 2009 (incorporated by reference to our current report on Form 8-K filed with the SEC on February 3, 2009)                                                                                           |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                             |
| 10.11  |   | Form of Security Agreement dated January 29, 2009 (incorporated by reference to our current report on Form 8-K filed with the SEC on February 3, 2009 )                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.12  |   | Form of Senior Secured Note dated January 29, 2009 (incorporated by reference to our current report on Form 8-K filed with the SEC on February 3, 2009 )                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.13  |   | Form of Warrant dated January 29, 2009 to purchase shares of our common stock at $1.00 per share, expiring January 29, 2014 ( incorporated by reference to our current report on Form 8-K filed with the SEC on February 3, 2009 )                                               |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.14  |   | Form of Securities Purchase Agreement dated August 1, 2008 (incorporated by reference to our current report on Form 8-K filed with the SEC on August 14, 2008)                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.15  |   | Registration Rights Agreement dated August 1, 2008 (incorporated by reference to our current report on Form 8-K filed with the SEC on August 14, 2008)                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.16  |   | Form of Warrant dated August 1, 2008 to purchase shares of our common stock at $1.40 per share, expiring August 1, 2013 ( incorporated by reference to our current report on Form 8-K filed with the SEC on August 14, 2008 )                                                    |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.17  |   | Form of Securities Purchase Agreement dated May 20, 2008 (incorporated by reference to our current report on Form 8-K filed with the SEC on June 2, 2008 )                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.18  |   | Registration Rights Agreement dated May 20, 2008 (incorporated by reference to our current report on Form 8-K filed with the SEC on June 2, 2008 )                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.19  |   | Form of Warrant dated May 27, 2008 to purchase shares of our common stock at $1.40 per share, expiring May 27, 2013 ( incorporated by reference to our current report on Form 8-K filed with the SEC on June 2, 2008 )                                                           |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.20  |   | Securities Purchase Agreement dated as of October 17, 2007 between Patient Safety Technologies and Francis Capital Management, LLC ( incorporated by reference to our current report on Form 8-K filed with the SEC on October 22, 2007 )                                        |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.21  |   | Registration Rights Agreement dated as of October 17, 2007 between Patient Safety Technologies and Francis Capital Management, LLC ( incorporated by reference to our current report on Form 8-K filed with the SEC on October 22, 2007 )                                        |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.22  |   | Secured Convertible Promissory Note issued August 10, 2007 with an effective date of June 1, 2007 to Ault Glazer Capital Partners, LLC in the amount of $2,530,558.40 (incorporated by reference to our current report on Form 8-K filed with the SEC on August 16, 2007)        |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.23  |   | Amendment and Early Conversion of Secured Promissory Note dated as of September 5, 2008 between Ault Glazer Capital Partners, LLC ( incorporated by reference to our annual report on Form 10-K filed with the SEC on April 16, 2009)                                            |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.24  |   | Security Agreement dated August 10, 2007 in favor of Ault Glazer Capital Partners, LLC (incorporated by reference to our current report on Form 8-K filed with the SEC on August 16, 2007)                                                                                       |
|   |   |                                                                                                                                                                                                                                                                             |
| 10.25  |   | Guaranty of Payment by SurgiCount Medical, Inc. in favor of Ault Glazer Capital Partners, Inc. in connection with the $2,530,558.40 Promissory Note issued August 10, 2007 ( incorporated by reference to our current report on Form 8-K filed with the SEC on August 16, 2007 ) |

----

| 10.26  |   | Form of Subscription Agreement entered into between March 7, 2007 to April 5, 2007 (incorporated by reference to our annual report on Form 10-K filed with the SEC on May 16, 2007)                                                                                                            |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                           |
| 10.28  |   | Subscription Agreement dated January 29, 2007 between Patient Safety Technologies, Inc. and David Wilstein and Susan Wilstein, as Trustees of the Century Trust (incorporated by reference to our current report on Form 8-K filed with the SEC on February 2, 2007)                           |
|   |   |                                                                                                                                                                                                                                                                                           |
| 10.29  |   | Form of Warrant dated January 29, 2007 issued to Century Trust to purchase 12,000 shares of our common stock at $2.00 per share, expiring January 29, 2012 ( incorporated by reference to Exhibit C to Exhibit 10.4 to our current report on Form 8-K filed with the SEC on February 2, 2007 ) |

----

| 10.30   |   | Form of Warrant dated September 8, 2006 issued to Steven J. Caspi to purchase up to $312,500 of shares of our common stock (consisting of 250,000 shares of our common stock at $1.25 per share, or a combination of shares of our common stock and shares of common stock of our subsidiary, SurgiCount Medical, Inc.), expiring September 8, 2011 ( incorporated by reference to our amended current report on Form 8-K/A filed with the SEC on March 1, 2007 ) |
|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.31   |   | Form of SurgiCount Medical, Inc. Warrant dated September 8, 2006 issued to Steven J. Caspi to purchase up to $312,500 in shares of common stock of SurgiCount Medical, Inc. (or 250,000 shares of our common stock at $1.25 per share), expiring September 8, 2011 ( incorporated by reference to our amended current report on Form 8-K/A filed with the SEC on March 1, 2007 )                                                                                  |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.32   |   | Form of Warrant dated November 3, 2006 issued to Charles J. Kalina III to purchase 100,000 shares of our common stock at $1.25 per share, expiring November 3, 2011 ( incorporated by reference to our annual report on Form 10-K filed with the SEC on May 16, 2007)                                                                                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.33   |   | Form of Warrant dated July 12, 2006 issued to Charles J. Kalina III to purchase 85,000 shares of our common stock at $2.69 per share, expiring July 11, 2011 ( incorporated by reference to our current report on Form 8-K filed with the SEC on July 14, 2006 )                                                                                                                                                                                                  |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.34   |   | Warrant dated June 6, 2006 issued to Alan E. Morelli to purchase 401,460 shares of our common stock at $3.04 per share, expiring June 6, 2011 ( incorporated by reference to our current report on Form 8-K filed with the SEC on June 9, 2006 )                                                                                                                                                                                                                  |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.35   |   | Form of non-callable Warrant dated April 22, 2005 issued to James Colen to purchase 10,000 shares of our common stock at $6.05 per share, expiring April 22, 2010 ( incorporated by reference to our current report on Form 8-K filed with the SEC on April 26, 2005 )                                                                                                                                                                                            |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.36   |   | Form of callable Warrant dated April 22, 2005 issued to James Colen to purchase 10,000 shares of our common stock at $6.05 per share, expiring April 22, 2010 ( incorporated by reference to our current report on Form 8-K filed with the SEC on April 26, 2005 )                                                                                                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.37   |   | Lease for 43460 Ridge Park Drive, Temecula, California (incorporated by reference to our annual report on Form 10-K filed with the SEC on March 31, 2010 )                                                                                                                                                                                                                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.38   |   | Sublease for 5 Caufield Place, Suite 102, Newtown, Pennsylvania (incorporated by reference to our current report on Form 8-K filed with the SEC on January 7, 2010)                                                                                                                                                                                                                                                                                               |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.39** |   | 2005 Stock Option Plan (incorporated by reference to Appendix A to our definitive proxy statement on Schedule 14A filed with the SEC on March 2, 2005 )                                                                                                                                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.40** |   | 2009 Stock Option Plan (incorporated by reference to Appendix B to our definitive proxy statement on Schedule 14A filed with the SEC on July 13, 2009 )                                                                                                                                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.41** |   | Form of Stock Option Agreement (incorporated by reference to our registration statement on Form S-8 filed with the SEC on February 16, 2010 )                                                                                                                                                                                                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.42** |   | Employment Agreement dated May 7, 2009 between Patient Safety Technologies Inc. and Steven H. Kane ( incorporated by reference to our quarterly report on Form 10-Q filed with the SEC on May 20, 2009)                                                                                                                                                                                                                                                           |

----

| 10.43** |   | Employment Agreement dated effective as of November 24, 2009 between Patient Safety Technologies Inc. and Marc L. Rose ( incorporated by reference to our current report on Form 8-K filed with the SEC on December 1, 2009 )                                                                                                                             |
|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                      |
| 10.44** |   | Employment Agreement dated January 5, 2009 between Patient Safety Technologies, Inc. and David I. Bruce ( incorporated by reference to our annual report on Form 10-K filed with the SEC on April 16, 2009 )                                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                      |
| 10.45** |   | Separation Agreement and General Release dated May 6, 2009 between Patient Safety Technologies, Inc. and David Bruce (incorporated by reference to our quarterly report on Form 10-Q filed with the SEC on May 20, 2009)                                                                                                                                  |
|    |   |                                                                                                                                                                                                                                                                                                                                                      |
| 10.46** |   | Executive Services Agreement dated July 11, 2008 between Patient Safety Technologies, Inc. and Tatum, LLC for the services of Mary A. Lay (incorporated by reference to our annual report on Form 10-K filed with the SEC on April 16, 2009)                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                      |
| 10.47** |   | Employment Agreement dated January 5, 2009 between Patient Safety Technologies, Inc. and Brian Stewart (incorporated by reference to our amended annual report on Form 10-K/A filed with the SEC on July 13, 2009)                                                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                      |
| 10.48** |   | Form of Indemnification Agreement with Directors and Executive Officers dated effective June 1, 2010 (with then current directors and executive officers) and dated effective June 24, 2010 and October 22, 2010 with each of Messrs. Stewart and Dreyer (incorporated by reference to our current report on Form 8-K filed with the SEC on June 6, 2010) |
|    |   |                                                                                                                                                                                                                                                                                                                                                      |
| 10.49   |   | Convertible Preferred Stock Purchase Agreement (incorporated by reference to our current report on Form 8-K filed with the SEC on June 29, 2010)                                                                                                                                                                                                          |
|    |   |                                                                                                                                                                                                                                                                                                                                                      |
| 10.50   |   | Registration Rights Agreement (incorporated by reference to our current report on Form 8-K filed with the SEC on June 29, 2010)                                                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                      |
| 10.51   |   | Separation and Release Agreement with Messrs. Chase, McFarland, Hitchock and Bauer (incorporated by reference to our current report on Form 8-K filed with the SEC on June 29, 2010)                                                                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                      |
| 10.52   |   | Separation and Release Agreement with Steven H. Kane (incorporated by reference to our current report on Form 8-K filed with the SEC on June 29, 2010)                                                                                                                                                                                                    |
|    |   |                                                                                                                                                                                                                                                                                                                                                      |
| 10.53   |   | Amendment to Employment Agreement with Marc L. Rose (incorporated by reference to our current report on Form 8-K filed with the SEC on June 29, 2010)                                                                                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                      |
| 10.54   |   | Employment Agreement with John A. Hamilton (incorporated by reference to our current report on Form 8-K filed with the SEC on August 9, 2010)                                                                                                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                      |
| 10.55   |   | Tax Escrow Agreement (incorporated by reference to our current report on Quarterly Report on Form 10-Q filed with the SEC on August 16, 2010)                                                                                                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                      |
| 10.56   |   | Employment Agreement with David Dreyer (incorporated by reference to our current report on Form 8-K filed with the SEC on October 28, 2010)                                                                                                                                                                                                               |
|    |   |                                                                                                                                                                                                                                                                                                                                                      |
| 10.56   |   | Employment Agreement with Brian E. Stewart (incorporated by reference to our current report on Form 8-K filed with the SEC on November 18, 2010)                                                                                                                                                                                                          |
|    |   |                                                                                                                                                                                                                                                                                                                                                      |
| 10.57   |   | Office Building Lease dated September 15, 2010 (incorporated by reference to our current report on Form 8-K filed with the SEC on September 20, 2010)                                                                                                                                                                                                     |

----

| 10.58   |   | Sub-Lease Agreement dated as of November 18, 2010 (incorporated by reference to our current report on Form 8-K filed with the SEC on November 30, 2010)                                              |
|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                 |
| 10.59   |   | Settlement Agreement (incorporated by reference to our current report on Form 8-K filed with the SEC on January 3, 2011)                                                                             |
|    |   |                                                                                                                                                                                                 |
| 10.60** |   | 2009 Stock Option Plan Stock Option Agreement, grant date November 15, 2010 — Brian Stewart (incorporated by reference to our annual report on Form 10-K filed with the SEC on April 14, 2011) |
|    |   |                                                                                                                                                                                                 |
| 10.61** |   | Non Plan Stock Option Agreement, grant date November 15, 2010 — Brian Stewart (incorporated by reference to our annual report on Form 10-K filed with the SEC on April 14, 2011)               |
|    |   |                                                                                                                                                                                                 |
| 10.62** |   | 2009 Stock Option Plan Stock Option Agreement, grant date October 22, 2010 — David Dreyer (incorporated by reference to our annual report on Form 10-K filed with the SEC on April 14, 2011)   |
|    |   |                                                                                                                                                                                                 |
| 10.63** |   | Non Plan Stock Option Agreement, grant date October 22, 2010 — David Dreyer (incorporated by reference to our annual report on Form 10-K filed with the SEC on April 14, 2011)                 |
|    |   |                                                                                                                                                                                                 |
| 14.1    |   | Code of Business Conduct and Ethics (incorporated by reference to our amended annual report on Form 10-K/A filed with the SEC on July 13, 2009)                                                      |
|    |   |                                                                                                                                                                                                 |
| 21.1    |   | Subsidiary of the company (incorporated by reference to our annual report on Form 10-K filed with the SEC on March 31, 2010)                                                                         |
|    |   |                                                                                                                                                                                                 |
| 23.1    |   | Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP (incorporated by reference to our annual report on Form 10-K filed with the SEC on April 14, 2011)                                 |
|    |   |                                                                                                                                                                                                 |
| 31.1*   |   | Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)*                                                                                                               |
|    |   |                                                                                                                                                                                                 |
| 31.2*   |   | Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)*                                                                                                               |

----

| * | Filed herewith. |
|---|-----------------|

| ** | Management or compensatory plan or arrangement. |
|----|-------------------------------------------------|

| *** | Confidential treatment requested for certain confidential portions of this exhibit. These confidential portions have been omitted from this exhibit and filed separately with the Commission. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----