Re: Engagement Letter

This Engagement Letter sets forth the terms of a relationship between Analog Ventures, LLC (“Analog” or “Consultant”) and Patient Safety Technologies, Inc., a Delaware corporation formerly known as Franklin Capital Corporation (“PST” or “the Company”) as client, in connection with the implementation of certain business strategies of the Company.

1.            Scope of Work. Analog shall consult to the Company on certain business matters, including with respect to the following:

2.            Compensation. Analog's compensation for the above services shall be as follows:

(a)          Fees and Expenses. Analog shall be paid a base consulting fee of $10,000 per month, together with such incremental fees, if any, as are accrued during each monthly period as specified on Annex A. Analog shall be reimbursed for all reasonable expenses incurred in connection with the services rendered hereby. In the case of individual expense items in excess of $100, Analog shall seek prior approval from the Company before incurring such expenses.

(b)         Deferred Compensation. The parties agree to enter into a warrant agreement providing for Analog to be granted warrants to purchase the number of shares of the Company's stock as are set forth on Annex B.

3.           Term. The term of this Engagement Letter shall be six (6) months from the date of execution. This Engagement Letter may be terminated by either party upon thirty (30) days written notice, provided any compensation earned prior to or, within a reasonable time, after notice of such termination shall be payable to Consultant. In the event that additional time is required to fully complete the tasks contemplated hereby, the parties shall agree to discuss an extension in good faith, and may extend the term, by mutual agreement. This term shall apply to all the provisions of this Engagement Letter except for the provisions which have a term specified separately in their description and except for the provisions of Sections 9 and 11 hereof, which provisions shall survive the termination of this Engagement Letter.

4.           Nature of Services. It is specifically understood and agreed to by the Company that Analog will not be required to take action or perform any service pursuant to this Engagement Letter which would cause Analog to serve or function in any respect in the capacity as “broker”, “dealer” or “investment advisor”, as those terms are defined for purposes of the federal securities laws, the California Corporate Securities Law of 1968, as amended, or the securities laws of any other state or jurisdiction, or subject Analog to regulation under such laws or enabling regulations. It is further understood and agreed by the Company that, notwithstanding that one or more individuals providing services pursuant to this Engagement Letter may be attorneys, this Engagement Letter is not intended to, and does not, create an attorney-client relationship between Analog and PST, or between any person acting on behalf of Analog and PST.

5.           Cooperation. The parties understand that each has obligations that are essential to the success of this Engagement Letter. Each party agrees to inform the other, on a timely, current basis, of any contacts that it may make with relevant third parties, and to collaborate regularly in coordinating and implementing a common, agreed-upon strategy to achieve the objectives of this Engagement Letter referenced in Section 1 above.

6.           Protection of Information. Consultant acknowledges that in the performance of services being rendered pursuant to this Engagement Letter, Consultant will from time to time become privy to certain confidential and proprietary information ("Information") of the Company. Consultant agrees to keep confidential all Information provided to it hereunder during the term of the Engagement Letter and for a three (3) year period thereafter. Consultant’s obligation shall not apply to Information which is: (i) possessed by Consultant before disclosure by