Patient Safety Technologies, Inc
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>c45152_ex10-1.txt
<TEXT>

                            [TRINITY ADVISORS LOGO]]



November 1, 2006

Mr. Milton Todd Ault III
Patient Safety Technologies, Inc.
1800 Century Park East
Suite 200
Los Angeles, CA 90067

                             Re: TURNAROUND SERVICES

Dear Mr. Ault:


1.   INTRODUCTION

     This letter confirms that we, Trinity River Advisors,  LLP.  ("TRA"),  have
     been retained by you, Patient Safety  Technology,  Inc (the "Company"),  to
     provide certain financial advisory and consulting services (the "Services")
     set out below. This letter of engagement (the "Engagement") and the related
     Standard  Terms and  Conditions  constitute  the  engagement  contract (the
     "Engagement Contract") pursuant to which the Services will be provided.

2.   SCOPE OF SERVICES

     The  Services,  to be performed at your  direction,  will be carried in two
     phases and include the following:

     Phase I:

          o    Situational  assessment  of  Company  condition  with  particular
               reference to assessment of immediate and short term cash needs

          o    Securing of bridge financing

          o    Control of all immediate and pending expenditures

          o    Control and reduction of the Company's cash burn

          o    Review  and  management  of  any   outstanding   debt  and  other
               liabilities

          o    Control and preservation of Company assets

          o    Other services as agreed between TRA and the Company


     Phase II:

          o    Provision of Chief  Restructuring  Officer to take responsibility
               for Company  turnaround  commencing with the management of day to
               day operations

          o    Production  of  detailed   restructuring  plan  to  satisfy  both
               turnaround  and  growth  objectives  of the  Company  to  include
               capitalization  alternatives  for the Company and  assessment  of
               Terminal Value

          o    Sourcing  of  capital to finance  agreed  restructuring  plan and
               future growth

          o    Other services as agreed between TRA and the Company

            1700 PACIFIC AVENUE o SUITE 2600 o DALLAS, TEXAS 75201 o
                      TEL 214.840.5300 o FAX 214.840.5301

<PAGE>

Patient Safety Technologies, Inc.
November 1, 2006

     The Services may be  performed by TRA or by any  subsidiary  of TRA, as TRA
     shall  determine.  TRA  may  also  provide  Services  through  its  or  its
     subsidiaries' agents or independent  contractors.  References herein to TRA
     and its employees  shall be deemed to apply also,  unless the context shall
     otherwise  indicate,  to employees of each such  subsidiary and to any such
     agents or independent contractors and their employees.

     The Services,  as outlined above,  are subject to change as mutually agreed
     between us.

     As part of the  Services,  TRA may be  requested to assist the Company (and
     its legal or other  advisors) in negotiating  with the Company's  creditors
     and equity holders and with other interested  parties. In the event that we
     participate  in  such  negotiations,   the  representations  made  and  the
     positions advanced will be those of the Company and its management, not TRA
     or its employees.

3.   Fees

     Phase I:
     For services  rendered in connection with Phase 1 of this  assignment,  the
     Company agrees to pay TRA a weekly,  non-refundable advisory fee of $15,000
     per week, payable in advance on the first business day of each week.

     Phase II:
     For services  rendered in connection  with Phase II of this  assignment the
     Company agrees to pay TRA a weekly,  non-refundable advisory fee of $15,000
     per week,  payable on the first  business day of each week,  plus a success
     fee. The Company  agrees that the  definition and terms of such success fee
     will be mutually agreed between us prior to the commencement of Phase II.

     In addition to the fees outlined above, TRA will bill for reasonable direct
     expenses  which are  likely  to be  incurred  on your  behalf  during  this
     Engagement.  Direct expenses include reasonable and customary out-of-pocket
     expenses  which are  billed  directly  to the  engagement  such as  certain
     telephone,  overnight mail, messenger,  travel,  meals,  accommodations and
     other expenses  specifically  related to the  engagement.  Further,  if TRA
     and/or any of its employees are required to testify or provide  evidence at
     or in connection with any judicial or administrative proceeding relating to
     this matter, TRA will be compensated by you at its regular hourly rates and
     reimbursed for reasonable  allocated and direct expenses (including counsel
     fees) with respect thereto.

     Based on our initial understanding of the matter and our scope of work, our
     retainer in this matter has been sized at $60,000.  The retainer,  which is
     to be paid by the Company upon the execution of this  Engagement  Contract,
     is typically held and applied to our final bill for the Services,  with any
     excess amounts refunded to the Company.  We reserve the right,  however, to
     apply the retainer to our fees as the Engagement proceeds.  The retainer is
     not  intended  to be an  estimate  for the  total  cost  of the  work to be
     performed.

     If we do not receive  payment of the retainer or any invoice within 15 days
     of the invoice date, we shall be entitled,  without  prejudice to any other
     rights that we may have, to immediately  suspend  provision of the Services
     until all sums due are paid in full.

                                      -2-

<PAGE>

Patient Safety Technologies, Inc.
November 1, 2006

4.   TERMS AND CONDITIONS

     The attached  Standard  Terms and  Conditions  set forth the duties of each
     party with respect to the Services.  Further,  this letter and the Standard
     Terms and Conditions  attached comprise the entire Engagement  Contract for
     the  provision  of the Services to the  exclusion  of any other  express or
     implied  terms,  whether  expressed  orally or in  writing,  including  any
     conditions,  warranties  and  representations,   and  shall  supersede  all
     previous  proposals,  letters  of  engagement,  undertakings,   agreements,
     understandings, correspondence and other communications, whether written or
     oral, regarding the Services.

5.   CONFLICTS OF INTEREST

     At this time TRA is  unaware of  relationships  with  potential  interested
     parties (the "Potentially Interested Parties") that may be preclude us from
     performing the Services.  However, as you know, TRA is regularly engaged by
     new clients,  which may include one or more of the  Potentially  Interested
     Parties. We will not knowingly accept an engagement that directly conflicts
     with this Engagement without your prior written consent.

6.   ACKNOWLEDGEMENT AND ACCEPTANCE

     Please acknowledge your acceptance of the terms of this Engagement Contract
     by signing both the confirmation  below and the attached Standard Terms and
     Conditions and returning a copy of each to us at the above address.

If you have any questions regarding this letter or the attached Standard Terms
and Conditions, please do not hesitate to contact Nicholas Foley at (214) 840
5300.

Yours faithfully,


TRINITY RIVER ADVISORS, LLP.

By:      /s/  Nicholas Foley
         -----------------------------------
         Nicholas Foley

Attachment - As stated



                                      -3-
<PAGE>

Patient Safety Technologies, Inc.
November 1, 2006

CONFIRMATION OF TERMS OF ENGAGEMENT

WE AGREE TO ENGAGE TRINITY RIVER ADVISORS, LLP. UPON THE TERMS SET FORTH HEREIN
AND IN THE ATTACHED STANDARD TERMS AND CONDITIONS.

Patient Safety Technologies, Inc.

By:      /s/ Milton Todd Ault III
         --------------------------------------------
         Milton Todd Ault III


Date:     Nov 1, 2006
         --------------------------------------------

                                      -4-
<PAGE>





                          TRINITY RIVER ADVISORS, LLP.

                          STANDARD TERMS AND CONDITIONS

The following are the Standard Terms and Conditions on which we will provide the
Services to you set forth within the attached letter of engagement with Patient
Safety Technologies, Inc dated November 1, 2006. The Engagement letter and the
Standard Terms and Conditions (collectively the "Engagement Contract") form the
entire agreement between us relating to the Services and replace and supersede
any previous proposals, letters of engagement, undertakings, agreements,
understandings, correspondence and other communications, whether written or
oral, regarding the Services. The headings and titles in the Engagement Contract
are included to make it easier to read but do not form part of the Engagement
Contract.

1.   REPORTS AND ADVICE

1.1  USE AND PURPOSE OF ADVICE AND REPORTS - Any advice  given or report  issued
     by us is provided  solely for your use and  benefit and only in  connection
     with the  purpose in respect of which the  Services  are  provided.  Unless
     required by law, you shall not provide any advice given or report issued by
     us to any third party,  or refer to us or the  Services,  without our prior
     written  consent.  In no event,  regardless  of  whether  consent  has been
     provided,  shall we assume any  responsibility  to any third party to which
     any advice or report is disclosed or otherwise made available.

2.   INFORMATION AND ASSISTANCE

2.1  PROVISION OF INFORMATION  AND ASSISTANCE - Our  performance of the Services
     is dependent upon your providing us with such information and assistance as
     we may reasonably require from time to time.

2.2  PUNCTUAL AND ACCURATE  INFORMATION - You shall use reasonable  skill,  care
     and attention to ensure that all  information we may reasonably  require is
     provided on a timely  basis and is accurate  and  complete and relevant for
     the  purpose  for  which it is  required  You shall  also  notify us if you
     subsequently learn that the information provided is incorrect or inaccurate
     or otherwise should not be relied upon.

2.3  NO ASSURANCE ON FINANCIAL  DATA - While our work may include an analysis of
     financial  and  accounting  data,  the Services  will not include an audit,
     compilation or review of any kind of any financial statements or components
     thereof.  Company  management will be responsible for any and all financial
     information they provide to us during the course of this Engagement, and we
     will not  examine  or compile  or verify  any such  financial  information.
     Moreover,  the  circumstances  of the Engagement may cause our advice to be
     limited in certain respects based upon, among other matters,  the extent of
     sufficient   and  available  data  and  the   opportunity   for  supporting
     investigations in the time period. Accordingly, as part of this Engagement,
     we will not  express any opinion or other form of  assurance  on  financial
     statements of the Company.

2.4      PROSPECTIVE FINANCIAL INFORMATION - In the event the Services involve
         prospective financial information, our work will not constitute an
         examination or compilation, or apply agreed-upon procedures, in
         accordance with standards established by the American Institute of
         Certified Public Accountants or otherwise, and we will express no
         assurance of any kind on such information. There will usually be
         differences between estimated and actual results, because events and
         circumstances frequently do not occur as expected, and those
         differences may be material. We will take no responsibility for the
         achievability of results or events projected or anticipated by the
         management of the Company.


<PAGE>


3.   ADDITIONAL SERVICES

3.1  RESPONSIBILITY  FOR OTHER PARTIES - You shall be solely responsible for the
     work and fees of any other  party  engaged  by you to provide  services  in
     connection  with the  Engagement  regardless  of  whether  such  party  was
     introduced to you by us. Except as provided in this Engagement Contract, we
     shall not be responsible  for providing or reviewing the advice or services
     of  any  such  third  party,  including  advice  as to  legal,  regulatory,
     accounting or taxation  matters.  Further,  we acknowledge  that we are not
     authorized  under our  Engagement  Contract  to engage  any third  party to
     provide  services  or advice to you,  other than our agents or  independent
     contractors   engaged   to   provide   Services,   without   your   written
     authorization.

4.   CONFIDENTIALITY

4.1  RESTRICTIONS  ON  CONFIDENTIAL  INFORMATION  - Both parties  agree that any
     confidential  information  received from the other party shall only be used
     for the purposes of providing or receiving Services under this or any other
     contract between us. Except as provided below,  neither party will disclose
     the other party's  confidential  information to any third party without the
     other  party's  consent.   Confidential   information   shall  not  include
     information that:

     4.1.1     is or becomes  generally  available to the public other than as a
               result of a breach of an obligation under this Clause 4.1;

     4.1.2     is  acquired  from a third party who,  to the  recipient  party's
               knowledge,  owes no  obligation  of  confidence in respect of the
               information; or

     4.1.3     is or has been independently developed by the recipient.

4.2  DISCLOSING  CONFIDENTIAL  INFORMATION -  Notwithstanding  Clause 1.1 or 4.1
     above, either party will be entitled to disclose  confidential  information
     of the other to a third  party to the extent that this is required by valid
     legal process, provided that (and without breaching any legal or regulatory
     requirement)  where  reasonably  practicable not less than 2 business days'
     notice in writing is first given to the other party.

4.3  CITATION OF  ENGAGEMENT  - Without  prejudice  to Clause 4.1 and Clause 4.2
     above,  to the extent our engagement is or becomes known to the public,  we
     may cite the  performance  of the  Services to our clients and  prospective
     clients as an indication of our experience,  unless we and you specifically
     agree otherwise in writing.

4.4  INTERNAL QUALITY REVIEWS -  Notwithstanding  the above, we may disclose any
     information  referred to in this Clause 4 to any other TRA entity or use it
     for internal quality reviews.

4.5  MAINTENANCE  OF  WORKPAPERS -  Notwithstanding  the above,  we may keep one
     archival set of our working papers from the Engagement,  including  working
     papers  containing or reflecting  confidential  information,  in accordance
     with our internal policies.

5.   TERMINATION

5.1  TERMINATION  OF  ENGAGEMENT  WITH NOTICE - Either party may  terminate  the
     Engagement  Contract for whatever  reason upon written  notice to the other
     party. Upon receipt of such notice, we will stop all work immediately.  You
     will be  responsible  for all fees and expenses  incurred by us through the
     date the termination  notice is received.  The success fee to be negotiated
     prior to Phase II of the  engagement  will be  subject  to a  survivability
     clause to be agreed as part of that success fee arrangement.

                                      -2-
<PAGE>


5.2  CONTINUATION  OF TERMS - The terms of the Engagement  that by their context
     are  intended to be  performed  after  termination  or  expiration  of this
     Engagement  Contract,  including but not limited to, Clauses 3 and 4 of the
     Engagement  letter,  and Clauses 1.1, 4, 6 and 7 of the Standard  Terms and
     Conditions,  are intended to survive such  termination  or  expiration  and
     shall continue to bind all parties.

6.   INDEMNIFICATION AND LIABILITY LIMITATION; WAIVER OF JURY TRIAL

6.1  INDEMNIFICATION  - You agree to indemnify  and hold harmless TRA and any of
     its  subsidiaries   and  affiliates,   officers,   directors,   principals,
     shareholders,  agents,  independent contactors and employees  (collectively
     "Indemnified  Persons")  from and against any and all claims,  liabilities,
     damages,  obligations,  costs and expenses (including reasonable attorneys'
     fees and expenses and costs of investigation) arising out of or relating to
     your  retention  of TRA,  the  execution  and  delivery of this  Engagement
     Contract, the provision of Services or other matters relating to or arising
     from this  Engagement  Contract,  except to the extent that any such claim,
     liability,  obligation,  damage, cost or expense shall have been determined
     by final non-appealable order of a court of competent  jurisdiction to have
     resulted from the gross negligence or willful misconduct of the Indemnified
     Person or Persons in respect of whom such liability is asserted.

6.2  LIMITATION OF LIABILITY - You agree that no  Indemnified  Person shall have
     any  liability  as a result of your  retention of TRA,  the  execution  and
     delivery of this  Engagement  Contract,  the provision of Services or other
     matters  relating to or arising from this Engagement  Contract,  other than
     liabilities that shall have been determined by final  non-appealable  order
     of a court of  competent  jurisdiction  to have  resulted  from  the  gross
     negligence or willful  misconduct of the  Indemnified  Person or Persons in
     respect of whom such liability is asserted. Without limiting the generality
     of the foregoing,  in no event shall any  Indemnified  Person be liable for
     consequential,  indirect or punitive  damages,  damages for lost profits or
     opportunities or other like damages or claims of any kind.

6.3  WAIVER OF JURY TRIAL -TO FACILITATE  JUDICIAL  RESOLUTION AND SAVE TIME AND
     EXPENSE, YOU AND TRA IRREVOCABLY AND UNCONDITIONALLY  AGREE NOT TO DEMAND A
     TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM  ARISING OUT OF OR
     RELATING TO THE SERVICES OR ANY SUCH OTHER MATTER.

7.   GOVERNING LAW AND JURISDICTION-The Engagement Contract shall be governed by
     and  interpreted  in  accordance  with the laws of the  State of New  York,
     without giving effect to the choice of law provisions  thereof.  The United
     States  District  Court  for the  Southern  District  of New  York  and the
     appropriate  Courts  of the State of New York  sitting  in the  Borough  of
     Manhattan,  City of New York shall have exclusive  jurisdiction in relation
     to any claim, dispute or difference  concerning the Engagement Contract and
     any matter arising from it. The parties submit to the  jurisdiction of such
     Courts  and  irrevocably  waive  any  right  they may have to object to any
     action  being  brought in these  Courts,  to claim that the action has been
     brought in an inconvenient  forum or to claim that those Courts do not have
     jurisdiction.


TRINITY RIVER ADVISORS, LLP


                                      -3-
<PAGE>


CONFIRMATION OF  STANDARD TERMS AND CONDITIONS

We agree to engage Trinity River Advisors, LLP. upon the terms set forth in
these Standard Terms and Conditions as outlined above.


Patient Safety Technologies, Inc.


By:     /S/ Milton Todd Ault III
         --------------------------------------------
         Milton Todd Ault III


Date:    Nov 1, 2006
         --------------------------------------------




</TEXT>
</DOCUMENT>
