EXHIBIT
10.28




AGREEMENT




THIS AGREEMENT, with Effective
Date of January 5th, 2009, is made by and amongst Patient Safety Technologies,
Inc., a Delaware Corporation, (the “Company”), having itsprincipal
offices at 43460 Ridge Park Drive, Suite 140, Temecula, CA 92590, and Brian
Stewart (“Executive”).





WHEREAS,
Executive and the Company desire to set forth the terms and conditions of
Executive’s employment with the Company by entering into this Agreement
regarding each parties’ respective rights and obligations as set forth herein;
and




NOW,
THEREFORE, the parties hereto, intending to be legally bound, hereby agree as
follows:




1.           Definitions.  For
purposes of this Agreement, the following terms shall have the meanings set
forth below:




(a)           “Annual Base Salary” shall mean
Executive’s rate of regular base annual compensation prior to any reduction
under (i) a salary reduction agreement pursuant to Section 401(k) or
Section 125 of the Code or (ii) any plan or arrangement deferring any
base salary.




(b)           “Board” shall mean the Board of
Directors of the Company.  The Board may delegate its authority to
a  committee of the Board (the “Committee”), including without
limitation a remuneration committee, which shall consist of outside directors as
defined under Section 162(m) of the Code, and related Treasury regulations,
and “non-employee directors” as defined under Rule-16b-3 under the Securities
Exchange Act of 1934 (the “Exchange Act”).  Unless otherwise specified
in the Agreement, the term “Board” shall include any Committee (or
sub-committee) to which the Board’s authority has been delegated
to.




(c)           “Cause” any of the following
(i) conviction of Executive by a court of competent jurisdiction of any
felony or a crime involving moral turpitude; (ii) Executive’s knowing
failure or refusal to follow reasonable instructions of the Board or reasonable
policies, standards and regulations of the Company or its affiliates;
(iii) Executive’s failure or refusal to faithfully and diligently perform
the usual, customary duties of his employment with the Company or its
affiliates; (iv) fraudulent conduct by Executive; (v) conduct by Executive
that materially discredits the Company or any affiliate or is materially
detrimental to the reputation, character and standing of the Company or any
affiliate, or (vi) a material breach of the terms of this Agreement, including
any of the provisions in Section 5 of this Agreement.




(d)           “Change in Control” shall mean
a determination (which may be made effective as of a particular date specified
by the Board) by the Board, made by a majority vote that a change in control has
occurred, or is about to occur.  Such a change shall not include,
however, a restructuring, reorganization, merger or other change in
capitalization in which the persons who own an interest in the Company on the
date hereof (the “Current Owners”) (or any individual or entity which receives
from a Current Owner an interest in the Company through will or the laws of
descent and distribution) maintain more than a fifty percent (50%) interest in
the resultant entity.  Regardless of the vote of the Board or whether
or not the Board votes, a Change in Control will be deemed to have occurred as
of the first day any one (1) or more of the following subsections shall have
been satisfied:




Any Person (other than the Person in
control of the Company as of the date of this Agreement, or other than a trustee
or other fiduciary holding securities under an employee benefit plan of the
Company, or a company owned directly or indirectly by the stockholders of the
Company in substantially the same proportions as their ownership of stock of the
Company), becomes the beneficial owner, directly or indirectly, of securities of
the Company representing more than thirty five percent (35%) of the combined
voting power of the Company’s then outstanding securities; the stockholders of
the Company approve:a plan of complete liquidation of the Company;an agreement
for the sale, license or disposition of all
or    substantially all of the Company’s assets; or a
merger, consolidation or reorganization of the Company with or involving any
other company, other than a merger, consolidation or reorganization that would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least fifty percent
(50%) of the combined voting power of the voting securities of the Company (or
such surviving entity) outstanding immediately after such merger, consolidation
or reorganization


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Notwithstanding the foregoing, a Change
in Control as defined in subsections (i) and (ii) above shall not be deemed to
have occurred unless the majority of members of the Board are replaced during
any twelve (12)-month period by directors whose appointment or election is not
endorsed by a majority of the members of the Board prior to the date of such
appointment or election.




(e)           
“Code” shall mean the
Internal Revenue Code of 1986, as amended, and, as applicable, Treasury
Regulations promulgated thereunder.




(f)           “Company” shall mean Patient
Safety, Inc. and any successor to its business and/or assets which assumes
(either expressly, by operation of law or otherwise) and/or agrees to perform
this Agreement by operation of law or otherwise (except in determining, under
subsection (d) hereof, whether or not any Change in Control of the Company
has occurred in connection with such succession).




(g)           “Date of Termination” shall
mean with respect to any purported termination of Executive’s employment,
(i) if Executive’s employment is terminated by his death, the date of his
death, (ii) if Executive’s employment is terminated for Cause or without
Cause by the Company, the date specified in the Company’s notice of termination,
(iii) if Executive’s employment is terminated as a result of a Disability,
the date on which it is finally determined that Executive is Disabled, and
(iv) if Executive terminates his employment for Good Reason or otherwise
voluntarily terminates his employment, the date specified in Executive’s notice
of termination.




(h)           “Disability” shall mean
Executive’s inability for medical reasons to perform the essential duties of
Executive’s position for either ninety (90) consecutive calendar days or one
hundred twenty (120) business days in a twelve month period by reason of any
medically determined physical or mental impairment as determined by a medical
doctor selected by written agreement of the Company and Executive upon the
request of either party by notice to the other.




(i)           “Good Reason” shall mean a
termination of employment by the Executive within two years of any of the
following events:




(i)           a
material change in the character or scope of Executive’s duties, Annual Base
Salary, responsibilities, or authority;




(ii)          the
Company’s material breach of the Agreement.




(j)           “Person” shall have the meaning
ascribed thereto in Section 3(a)(9) of the Exchange Act, as modified,
applied and used in Sections 13(d) and 14(d) thereof; provided, however, a Person
shall not include (i) the Company or any of its respective subsidiaries,
(ii) a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any of its respective subsidiaries (in its
capacity as such), or (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities.




(k)           “Release” shall mean a general
mutual release of the Company and Executive containing a mutual
non-disparagement clause and mutually agreed to by the parties
hereto.  The Release must be signed by Executive and returned to the
Company by no later than the fifth day after the date any applicable review
period has expired or if no review period applies, by no later than the
twenty-sixth day after the date the Release is provided to
Executive.




(l)           “Stock Option Plan” shall mean
the Patient Safety, Inc. Employee Stock Option Plan.




2.           Term of this
Agreement.  The term of this Agreement shall commence upon the
date of this Agreement set forth above and shall continue until the second
anniversary of the date of this Agreement; provided however, that the term of
this Agreement shall automatically be extended for an additional term of one
year on each anniversary (the “Term”) unless either party to this Agreement
delivers a written notice of non-extension to the other party by at least ninety
(90) days prior to the expiration of the Term.




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3.        Duties: Scope of employment;
compensation and benefits.


(a)           Position and
Duties.  The Company shall employ Executive in the position of
Vice President of Business Development.  During the Term, beginning as
of the Effective Date, Executive will devote substantially all of Executive’s
business efforts and time to the Company. Executive agrees not to actively
engage in any other material employment, occupation or consulting activity for
any direct or indirect remuneration without the prior approval of the Board,
which shall not be unreasonably withheld or delayed.




(b)           Annual Base
Salary.  Executive’s Annual Base Salary shall equal two hundred
twenty five thousand Dollars ($225,000).




(c)           Bonus.  Executive
shall be eligible to participate in the Company’s executive bonus plan in
accordance with the terms of the executive bonus plan which will be determined
by the Chief Executive Officer.




(d)           Pension and Welfare
Plans.  During the Term, Executive and Executive’s dependents,
if applicable, shall be entitled to participate in all incentive, savings and
retirement plans, health and welfare benefit plans, practices, policies and
programs (including, without limitation, medical, prescription, dental,
disability, employee life, group life, accidental death and dismemberment and
travel accident insurance plans and programs) sponsored by the Company or its
affiliates on the same terms and conditions generally applicable to executives
of the Company generally.




(e)           Equity Compensation Grants and
Plans.




(iii)           Initial Stock Option Grant.The Company agrees to grant Executive a stock option (the “Option”) for Seven
Hundred Fifty Thousand shares of common stock of the Company (“Shares”).  Upon
the six month anniversary of the Effective Date of this Agreement, 93,750 Shares
subject to the Option shall vest and become exercisable and thereafter the
remaining Shares shall vest over a forty-two month period at the rate of
1/48th of the
total Shares subject to the Option per month with 100% of the Option becoming
exercisable on the forty-eighth anniversary of the Effective Date of this
Agreement.  Option price will be set at the average trading price of
the Company’s stock on the Effective Date of the agreement.




(iv)           Equity Compensation
Plans.Executive shall be entitled to continue to participate
in any stock option, restricted stock, stock appreciation rights, or any other
equity compensation plan or program sponsored by the Company or its affiliates
on the same terms and conditions generally applicable to executives of the
Company.  Any equity interests or rights to purchase equity interests
in the Company held by Executive and issued pursuant to an equity compensation
plan shall be administered and subject to the terms of the plan and any
amendments thereto.




(f)           Designation as Qualified
Performance-Based Compensation.  The Company may determine that
any bonus or equity awards issued under Sections 3(c) or 3(e) of this
Agreement (“Awards”) shall be considered “qualified performance-based
compensation” under Section 162(m) of the Code.  Any Awards shall
be administered by the Committee in accordance with this
Section 3(f).




(g)           Fringe Benefits and
Prerequisites.  Executive shall
be entitled to fringe benefits and prerequisites available to executives of the
Company in accordance with the plans, practices, programs and policies of the
Company from time to time.




(h)           Expenses.  Executive
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by Executive in accordance with the applicable policy of the Company
and its affiliated companies.




(i)           Paid Time
Off.  Executive shall be entitled to twenty one days per year
of paid time off in accordance with the general policy of the
Company.




(j)           Change in Control.  Upon Change in
Control, all stock options and unvested deferred compensation will immediately
vest with suitable opportunity for Executive to exercise such options, plus
Executive shall receive a cash payment of two times Annual Base Salary in effect
at that time, within 45 days.




4.           Termination.  If
Executive’s employment shall terminate upon the occurrence of any of the events
listed below after the Effective Date of this Agreement, the following
provisions shall apply:




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(a)           Termination Without Cause;
Resignation for Good Reason.




(i)           The
Company may remove Executive at any time without Cause from the position in
which Executive is employed hereunder upon not less than thirty (30) days’
prior written notice of termination to Executive; provided, however, that, in
the event that such notice is given, Executive shall be under no obligation to
render any additional services to the Company and shall be allowed to seek other
employment.  In addition, Executive may initiate termination of
employment by resigning under this Section 4(a) for Good
Reason.  Executive shall give the Company not less than thirty (30)
days’ prior written notice of termination of such resignation.




(ii)           Upon
any removal or resignation described in Section 4(a)(i) above, the
Executive shall be entitled to receive, upon execution of the Release, for a
period of twelve (12) months a monthly cash payment equal to the monthly portion
of the Executive’s Annual Base Salary in effect immediately before the
Executive’s separation from service (“Termination Annul Base
Salary”);  If executive becomes employed prior to the end of the
twelve (12) month period for an annual amount equal to or greater than
executives severance salary, the company shall no longer be obligated to
compensate executive.  If executive is employed for a lesser salary,
the company will continue to pay the differential between the two salaries for
the balance of the twelve (12) month period.




(iii)          Upon
any removal or resignation described in Section 4(a)(i) above, the
Executive shall also receive:




(1)           A
pro rated bonus for the year in which the Executive’s termination of employment
occurs.  The pro rated bonus shall be based on the Executive’s highest
target percentage annual bonus for the year in which the Executive’s termination
occurs, multiplied by a fraction, the numerator of which is the number of days
during which the Executive was employed by the Company in the year of his
termination and the denominator of which is three hundred sixty five
(365).  Payment of the pro rated bonus shall be made to the Executive
at the time the Company would have paid a bonus, if any, to the Executive for
services performed for the year in which the Executive’s termination of
employment occurs, but by no later than March 15 of the year following the year
of termination.




(2)           The
Executive shall continue to receive the medical coverage and other health and
welfare benefits in effect at the Date of Termination (or generally comparable
coverage) for himself and, where applicable, his spouse and dependents, as the
same may be changed from time to time for employees generally, for twelve (12)
months from the Date of Termination.  As an alternative to the
foregoing, the Company may elect to pay the Executive cash in lieu of such
coverage in an amount equal to the Executive’s after-tax cost of continuing such
coverage, where such coverage may not be continued (or where such continuation
would adversely affect the tax status of the plan pursuant to which the coverage
is provided).  The COBRA health care continuation coverage period
under Section 4980B of the Code, as amended, shall run concurrently with
the foregoing benefit period.




(3)           The
Executive’s stock options will continue to vest for the twelve (12) months
following the date of removal or resignation described in Section 4(a)(i) above
or until other employment is initiated.




(iv)
Notwithstanding anything set forth herein to the contrary, in the event that
Executive violates the provisions of Section 5(a) of this Agreement after his
separation from service, the payments and benefits provided under this Section
4(a) shall cease and all obligations of the Company under this Section 4(a)
shall terminate.




(b)           Termination for Cause; Voluntary
Resignation Without Good Reason.  In the event that Executive
voluntarily terminates his employment for any reason other than Good Reason or
in the event that Company terminates Executive for Cause no further payments
shall be due under this Agreement, except that Executive shall be entitled to
any amounts earned, accrued or owing but not yet paid under Section 3 above
and any benefits accrued or earned under the Company’s benefit plans and
programs.




(c)           Disability.  In the
event that Executive’s employment is terminated due to Disability, Executive
shall be entitled to receive all of the benefits described in Section 4(a)
above upon execution of a Release except that the monthly payments described in
subparagraph (a)(ii)(1) shall be paid for a period of twelve (12) months
beginning after Executive’s separation from service.




(d)           Death.  If Executive
dies while employed by the Company, the Company shall upon receiving a Release
from Executive’s executor, legal representative, administrator or designated
beneficiary (the “Heir(s)”) pay to the Heir(s), the following:




(i)           The
Heirs shall receive (1) any amounts earned, accrued or owing but not yet
paid under Section 3 above, accelerated vesting of the next six months
stock options held by Executive, and any benefits accrued or earned under the
Company’s benefit plans and programs and (2) a lump sum cash payment equal
to twelve (12) months of Executive’s monthly Annual Base Salary at the rate in
effect immediately before Executive’s termination of
employment.


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(e)           Compliance with Section 409A of
the Code.  Notwithstanding any other provision of this
Agreement, to the extent that (i) any amount paid pursuant to Section 4 of the
Agreement is treated as nonqualified deferred compensation pursuant to Section
409A of the Code and (ii) Executive is a “specified employee” pursuant to
Section 409A(2)(B) of the Code, then such payments shall be made on the date
which is six (6) months after the date of Executive’s separation from
service.




5.           Non-Competition, Non-Disclosure and
Non-Competition.  In consideration of the promises of the
Company made herein, Executive agrees to the following:




(a)           Non-Competition.  Except
for the furtherance of the interests of the Company, Executive agrees that he or
she will not, during the term of Executive’s employment and for a period
of  one (1) year following the date of termination of employment (such
period, the “Restricted Period”) do any of the following directly or indirectly
within the continental United States, without the prior written consent of the
Company:




(i)         
  solicit or call upon, either directly or indirectly, any employee or
independent contractor of the Company to attempt to persuade or induce the
employee or independent contractor to terminate employment with the Company and
commence employment with another entity;




(ii)           solicit
or call upon, either directly or indirectly, any vendor, customer, or
prospective customer with whom the Company shall have dealt at any time in
connection with any business which is competitive with the business of the
Company;




(iii)          influence
or attempt to influence any customer or prospective customer of the Company to
terminate or modify any written or oral agreement or course of dealing with the
Company; or




(iv)          own,
manage or operate or be connected as an officer, director, employee, partner,
principal, agent, representative, consultant, or otherwise with, or use or
permit his name to be used in connection with any business or enterprise which
is engaged in any business that is competitive with any business or enterprise
in which the Company is engaged.




(b)           Non-Disclosure.  Executive
agrees not to use or disclose at any time, except with the prior written consent
of the Company, any proprietary, trade secret, or confidential information
relating to the business of the Company, including, without limitation,
information relating to formulas, designs, processes, suppliers, machines,
compositions, improvements, inventions, operations, manufacturing, processing,
marketing, distributing, selling, cost and pricing data, master files, or
customer lists utilized by the Company and all other similar information
material to the conduct of the business of the Company, which is not presently
generally known to the public and which is or was obtained or acquired by
Executive while an employee of the Employer; provided, however, that this
Subsection (b) shall not preclude Executive from (i) the use or disclosure of
such information that presently is known to the public generally or that
subsequently comes into the public domain, other than by way of disclosure in
violation of the Agreement or in any other unauthorized fashion, or (ii)
disclosure of such information required by law or court order, provided that
prior to such disclosure required by law or court order, Executive shall give
the Company three (3) business days’ written notice (or, if disclosure is
required to be made in less than three (3) business days, such notice shall be
given as promptly as practicable after determination that disclosure may be
required) of the nature of the law or order requiring disclosure and the
disclosure to be made in accordance therewith.




(c)           Inventions.  Executive
hereby sells, transfers, and assigns to the Company all of the entire right,
title, and interest of Executive in and to all inventions, ideas, disclosures,
and improvements, whether patented or unpatented, and copyrightable material,
made or conceived by Executive, solely or jointly, during his or her employment
by the Employer that directly relate to methods, apparatus, designs, products,
processes, or devices, sold, leased, used, or under development by the Company,
or that otherwise directly relate or pertain to the business, functions, or
operations of the Company or that arise from the efforts of Executive during the
course of his or her employment with the Employer (the
“Inventions”).  Executive shall communicate promptly and disclose to
the Company, in such form as the Company requests, all information, details, and
data pertaining to the Inventions.  Executive shall execute and
deliver to the Company such formal transfers and assignments and such other
papers and documents as may be necessary or required of Executive to permit the
Company or any person or entity designated by the Company to file and prosecute
the patent applications and, as to copyrightable material, to obtain copyright
thereof.  Any Invention relating to the business of the Company and
disclosed or utilized by Executive within one (1) year following the date of
Executive’s termination of employment shall be deemed to fall within the
provisions of this Subsection (c).


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(d)           Acknowledgement.  Executive
acknowledges and agrees that the restrictions contained in the foregoing
covenants are necessary to protect legitimate interests of the Company and
acknowledges that remedies for damages in the event of their violation or
potential violation would be inadequate.  Accordingly, Executive
agrees that the Company shall be entitled to injunctive relief in the event of
any violation by Executive of any provisions of this Section 5.  Such
right to an injunction shall be in addition to, and not in limitation of, any
other rights or remedies that the Company may have.  The period of
time during which the provisions of this Section 5 will be in effect shall be
extended by the length of time during which Executive is in breach of the terms
hereof as determined by any court of competent jurisdiction where the injunctive
relief is sought.




(e)           Enforceability and
Understanding.  If any provision of this Section 5 shall be
deemed invalid or unenforceable, either in whole or in part, the Agreement shall
be deemed amended to delete or modify, as necessary, the offending provision and
to reform the terms thereof to render it valid and enforceable.  This
Section 5 contains all the understandings between Executive and the Company
pertaining to the matters referred to herein, and supersedes any other
undertakings and agreements, whether oral or in writing, previously entered into
by them with respect thereto.  Executive represents that, in executing
the Agreement, Executive does not rely and has not relied upon any
representation or statement made by the Company not set forth herein with regard
to the subject matter or effect of this Section 5 or otherwise.




6.           Special Reimbursement - Excise tax
related to Section 4999 of the Code.




(a)           Payment of
Gross-Up.  In the event that Executive becomes entitled to
payments or benefits from the Company (the “Total Payments”) which constitute an
“excess parachute payment” as defined in Section 280G(b) of the Code
subject to the excise tax imposed under Section 4999 of the Code (the
“Excise Tax”), then the Company shall cause a payment to be made to Executive of
an additional amount (the “Additional Payment”) equal to the sum of (i) the
Excise Tax and (ii) such additional sums, such that, after imposition of
the Excise Tax and all taxes, including, without limitation, any income,
employment and other withholding taxes and Excise Tax (and any interest and
penalties imposed with respect thereto) imposed on the amount described in
clauses (i) and (ii), Executive shall receive such payments and benefits
from the Company free and clear of any taxes, other than income, employment and
other withholding taxes that would have been imposed on such payments and
benefits, determined without regard to the imposition of the Excise
Tax.




(b)           Administration.  All
determinations under this Section 6 shall be made by the Company’s independent
accounting firm, in their reasonable discretion in consultation with Executive’s
accountants. Executive and the Company shall each reasonably cooperate with the
other in connection with causing or allowing any shareholder vote on the Total
Payments to occur and any administrative or judicial proceedings concerning the
existence or amount of any such subsequent liability for amounts described in
clauses (i) and (ii) in Section 6(a).  The Company shall
solely be responsible for any legal, accounting and other costs and expenses
incurred in connection with such shareholder vote and administrative and
judicial proceedings.




7.           Miscellaneous.




(a)           Indemnification.  Subject
to applicable law, Executive will be provided indemnification to the maximum
extent permitted by the Company’s bylaws, including any directors and officers
insurance policies, on terms no less favorable than any other executive officer
or Director of the Company.




(b)           Legal Costs.  The
Company shall reimburse Executive for reasonable legal fees and expenses
incurred if Executive prevails on any issue which is the subject of such of a
lawsuit or arbitration brought by Executive or the Company as a result of any
dispute with any party (including, but not limited to, the Company and/or any
affiliate of the Company) regarding the provisions of this
Agreement.  Otherwise, Executive and the Company shall be responsible
for its own legal fees and expenses in connection with such
action.  The Company will reimburse Executive for reasonable legal
fees and expenses directly relating to the negotiation of this
Agreement.


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(c)           Arbitration.  In the
event of any dispute under the provisions of this Agreement, other than a
dispute in which the primary relief sought is an equitable remedy such as an
injunction, the parties shall be required to have the dispute, controversy or
claim settled by arbitration in California in accordance with the National Rules
for the Resolution of Employment Disputes then in effect of the American
Arbitration Association, before a panel of three arbitrators, two of whom shall
be selected by the Company and Executive, respectively, and the third of whom
shall be selected by the other two arbitrators.  Any award entered by
the arbitrators shall be final, binding and nonappealable and judgment may be
entered thereon by either party in accordance with applicable law in any court
of competent jurisdiction.  This arbitration provision shall be
specifically enforceable.  The arbitrators shall have no authority to
modify any provision of this Agreement or to award a remedy for a dispute
involving this Agreement other than a benefit specifically provided under or by
virtue of the Agreement.




(d)           No Mitigation.  The
Company agrees that, if Executive’s employment is terminated during the Term,
Executive is not required to seek other employment or to attempt in any way to
reduce any amounts payable to Executive by the Company pursuant to this
Agreement.




(e)           Successors.  In
addition to any obligations imposed by law upon any successor to the Company,
the Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place.  Failure
of the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle Executive to compensation from the Company in the same amount and
on the same terms as Executive would be entitled to hereunder if Executive were
to terminate Executive’s employment for Good Reason, except that, for purposes
of implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination.




(f)           Binding
Agreement.  This Agreement shall inure to the benefit of and be
enforceable by Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees.  If Executive shall die while any amount would still be
payable to Executive hereunder (other than amounts which, by their terms,
terminate upon the death of Executive) if Executive had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the executors, personal representatives or
administrators of Executive’s estate.




(g)           Notices.  For the
purpose of this Agreement, notices and all other communications provided for in
this Agreement shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States certified mail, return receipt
requested, postage prepaid, addressed to the respective addresses set forth
below, or to such other address as either party may have furnished to the other
in writing in accordance herewith, except that notice of change of address shall
be effective only upon actual receipt.




(h)           Amendments.  No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by
Executive and such officer as may be specifically designated by the
Company.  No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.




(i)         
  Entire
Agreement.  Except as otherwise provided, this Agreement
contains the entire agreement between the parties concerning the subject matter
hereof and supersedes all prior agreements, understandings, discussions,
negotiations and undertakings, whether written or oral, express or implied,
between the parties with respect thereto.




(j)         
  Applicable
Law.  The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Delaware without regard to the principles of conflict of laws
thereof.




(k)           Captions.  The
captions of this Agreement are not part of the provisions hereof and shall have
no force or effect.




(l)          
 Withholding.  Any
payments provided for hereunder shall be paid net of any applicable withholding
required under federal, state or local law and any additional withholding to
which Executive has agreed.




(m)          Survivorship.  The
rights and obligations of the Company and Executive under this Agreement shall
survive the expiration of the Term.


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(n)           Mutual Intent.  All
parties participated in the drafting of the Agreement, and the language used in
this Agreement is the language chosen by Executive and the Company to express
their mutual intent.  The parties agree that in the event that any
language, section, clause, phrase or word used in the Agreement is determined to
be ambiguous, no presumption shall arise against or in favor of either party and
that no rule of strict construction shall be applied against either party with
respect to such ambiguity.




(o)           Validity.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.




(p)           Counterparts.  This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original but all of which together will constitute one and the same
instrument.




IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on January 5, 2009.




PATIENT
      SAFETY, INCBy: /s/ Steven H. Kane.Name:
      Steven H. KaneTitle:  Chairman
      of the BoardEXECUTIVE/s/ Brian StewartName:  Brian
      Stewart


8