**Exhibit
      4.18**





THE
      SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR WITH THE SECURITIES COMMISSIONER
      OF ANY STATE AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO,
      OR IN
      CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. EXCEPT AS OTHERWISE SET
      FORTH
      IN THIS NOTE, NO SUCH SALE OR DISTRIBUTION
      MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
      RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY
      TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR STATE SECURITIES LAWS.








**CONVERTIBLE
      PROMISSORY NOTE**




$400,000.00
            Los
                Angeles, California
              November
                3, 2006





FOR
      VALUE
      RECEIVED, Patient Safety Technologies, Inc., a Delaware corporation (the “Maker”),
      with an office located at 1800 Century Park East, Suite 200, Los Angeles, CA
      90067, hereby promises to
      pay to
      the order of Charles J. Kalina III (the “Noteholder”), the principal sum of four
      hundred thousand
      dollars ($400,000.00) plus accrued but unpaid interest thereon in
      lawful
      money of the United States on January 31, 2008 (the “Maturity
      Date”).





The
      following is a statement of the other terms and conditions to which this
      promissory note (the “Note”) is subject and to which the Noteholder by the
      acceptance of this Note agrees:





This
      Note
      shall commence on the date hereof and shall continue until January 31, 2008,
      the
      Maturity Date, unless extended or sooner terminated by mutual agreement of
      the
      parties hereto.





Maker
      promises to pay interest on the unpaid principal balance hereof at twelve
      percent (12%)
      per
      annum, due and payable on a quarterly basis commencing on February 3, 2007
      and
      continuing on the 3 rd day of
      each quarter thereafter until the Maturity Date. Interest shall commence
      accruing on the issue date and shall
      be
      calculated on the basis of a 365-day year and actual days elapsed. In no event
      shall the interest charged hereunder
      exceed the maximum permitted under the laws of the State of
      California.





At
      the
      option of Noteholder, and upon two (2) business days’ notice, all or any portion
      of the principal
      amount on this Note may be converted into shares of Maker’s Common Stock. The
      number of shares of Common Stock to be issued upon such conversion shall be
      equal to the quotient obtained
      by dividing (i) the portion of the amount owing under this Note to be converted
      plus (if so elected by Noteholder)
      by (ii) $1.25 (the “Conversion Price”), rounded to the nearest whole shares, as
      adjusted for any stock dividends or splits as provided hereinbelow. Interest
      on
      this Note shall cease to accrue with respect to any portion of the Note that
      is
      converted into Common Stock on the date that such Common Stock is issued to
      Noteholder.





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








No
      fractional shares of Common Stock will be issued upon conversion of this Note.
      In lieu of any
      fractional shares to which Noteholder would otherwise be entitled, Maker shall
      pay Noteholder in cash the amount
      of
      the unconverted principal balance of this Note that would otherwise be converted
      into such
      fractional share. Upon conversion of this Note pursuant hereto, Noteholder
      shall
      surrender this Note, duly endorsed, at the principal office of Maker or any
      transfer agent of Maker. At its expense, Maker will, as soon as practicable
      thereafter, issue and deliver to Noteholder, at such principal office, a
      certificate or certificates for the number
      of
      shares to which Noteholder is entitled upon such conversion, together with
      any
      other securities and property to which Noteholder is entitled upon such
      conversion under the terms of this Note, including a check payable
      to Noteholder for such cash amounts payable as described herein. Upon conversion
      of this Note, Maker will
      be
      released from all of its obligations and liabilities under this Note with regard
      to that portion of the principal amount being converted.





Notwithstanding
      anything to the contrary contained herein, the number of shares of Common Stock
      that may be acquired by Noteholder upon any conversion of this Note (or
      otherwise in respect hereof) shall be
      limited to the extent necessary to insure that, following such exercise (or
      other issuance), the total number of shares of Common Stock then beneficially
      owned by Noteholder and its affiliates and any other persons whose beneficial
      ownership of Common Stock would be aggregated with the Noteholder’s for purposes
      of Section 13(d) of the Exchange Act does not exceed 9.999% of the total number
      of issued and outstanding shares of Common
      Stock (including for such purpose the shares of Common Stock issuable upon
      such
      conversion). For such
      purposes, beneficial ownership shall be determined in accordance with Section
      13(d) of the Exchange Act and
      the
      rules and regulations promulgated thereunder. The provisions of this paragraph
      may be waived by Noteholder,
      at the election of Noteholder, upon not less than 61 days’ prior notice to
      Maker, and the provisions of this paragraph shall continue to apply until such
      61 st day (or
      such later date, as determined by Noteholder, as may
      be
      specified in such notice of waiver).





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




Notwithstanding
      any of the foregoing, Maker shall have the right, at any time, to prepay without
      penalty, in whole or in part, the unpaid principal and interest due on this
      Note
      as of the date of such prepayment. In the event that SurgiCount Medical, Inc.
      (“SM”), a wholly-owned subsidiary of Maker, is sold, acquired or any other
      transaction in which there is a change of control of SM (i.e. third party
      acquiring greater than 50% in voting
      rights in one or a series of related transactions) , then Maker agrees to pay
      Noteholder the entire amount (unpaid
      principal and interest) due herein within five (5) days of such transaction
      closing; provided, however Noteholder shall have the option to convert the
      principal amount owed to it herein into shares of Common Stock pursuant to
      the
      terms and
      condition of herein.








The
      entire unpaid principal balance and interest on this Note shall be immediately
      due and payable upon the occurrence of any of the following (each, an “Event of
      Default”); provided, that Maker has failed to cure the default as set forth
      herein:





a.  Filing
      of
      any petition, or commencement of any proceeding, under the Bankruptcy
      Act, as amended, or under any other insolvency act or law, state or federal,
      against Debtor,
      or appointment of any receiver or trustee, now or hereafter existing, and the
      continuance thereof for sixty (60) days undismissed, unbonded, or
      undischarged;





b.  The
      filing of a lien, the issuance of a levy or execution, or the seizure,
      attachment or garnishment, or the entry of judgment on or against Maker or
      any
      of Maker’s property which shall not be released,
      satisfied of record or bonded within twenty (20) days thereafter, except liens
      which exist as of the date hereof
      or
      liens to which the Noteholder shall consent;





c.  The
      Maker
      has failed to pay any installment of the principal and/or any accrued and unpaid
      interest on the Maturity Date; provided, however, Maker shall have a grace
      period of twenty (20) days.





Subject
      to Maker’s Shareholders’ and Board of Directors’ approval, in the event Maker
      files a registration statement pursuant to the Securities Act of 1933, as
      amended, the shares of Common Stock issuable
      on the conversion of this Note may at the option of the Noteholder, and subject
      to the approval of the
      managing underwriter if the registration statement is filed in connection with
      an underwritten public offering, be included for resale in such registration
      statement.





All
      rights and remedies available to the Noteholder pursuant to the provisions
      of
      applicable law and
      otherwise are cumulative, not exclusive, and are enforceable alternatively,
      successively and/or concurrently after
      default by Maker pursuant to the provisions of this Note.





The
      Maker
      waives demand, presentment, protest and notice of any kind and consents to
      the extension
      of time of payments, the release, surrender or substitution of any and all
      security or guarantees for the obligations
      evidenced hereby or other indulgence with respect to this Note, all without
      notice.





Noteholder
      acknowledges that Maker has received a notice that the American Stock Exchange intends
      to delist the Maker, and Maker has currently appealed the exchange’s
      determination.





This
      Note
      may not be changed, modified or terminated orally, but only by an agreement
      in
      writing, signed by the party to be charged.





The
      Noteholder may not assign either the right to receive payment under this Note,
      or any other right conferred upon the Noteholder under the terms hereof, to
      any
      other party without the consent of the Maker. Any transferee or transferees
      of
      this Note, by their acceptance hereof, agree to assume the obligations
      of the holder of this Note as set forth herein and shall be deemed to be the
      “Noteholder” for all purposes
      hereunder.





This
      Note
      contains the entire understanding between the Maker and the Noteholder with respect
      to this Note and supersedes any prior written or oral agreement between them
      respecting the subject matter hereof.





This
      Note
      shall be governed by and construed in accordance with the laws of the State
      of California
      and shall be binding upon the successors and assigns of the Maker and inure
      to
      the benefit of the Noteholder,
      its successors, endorsees, and assigns.





In
      the
      event this Note shall be in default, and placed with an attorney for collection,
      then the Maker
      agrees to pay all reasonable attorney fees and costs of collection of
      Noteholder.








This
      Note
      shall be binding upon the successors, assigns, heirs, administrators and
      executors of the
      Maker
      and inure to the benefit of the Noteholder, its successors, endorsees, assigns,
      heirs, administrators and executors.





If
      any
      term or provision of this Note shall to any extent be invalid or unenforceable,
      the remainder
      of this Note shall not be affected thereby, and each term and provision of
      the
      Note shall be valid and enforced
      to the fullest extent permitted by law.





The
      parties hereto agree to make, execute and deliver or cause to be made, executed
      and delivered, to the requesting party such other instruments or documents,
      and
      to take such other actions as the requesting party may reasonably require to
      carry out the terms of this Note and the transactions contemplated
      hereby.





This
      Note
      may be signed (including by facsimile) in any number of counterparts, each
      of
      which, shall be deemed to be an original and all of which together shall be
      deemed to be one and the same instrument.





If
      any
      term or provision of this Note shall be held invalid, illegal or unenforceable,
      the validity of
      all
      other terms and provisions hereof shall in no way be affected
      thereby.





As
      of the
      first date written above, Maker and Noteholder each acknowledges and agrees
      that
      the certain Convertible Promissory Note dated 7/12/06 (attached hereto as
      Exhibit A) is terminated and cancelled, and
      each
      of Maker and Noteholder has no further obligation pursuant to such Convertible
      Promissory Note.








*[Signatures
      on following page]*








**IN
      WITNESS WHEREOF,** Maker
      and
      Noteholder have each caused this Note to be executed
      by their respective duly authorized representatives as of the date set forth
      above.







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








CONSENTED
      TO AND AGREED:











Charles
      J. Kalina, III