EXHIBIT 10.2
CRESCENT COMMUNICATIONS
2 FLORIAN COURT
WESTPORT, CONNECTICUT 06880
April 1, 2005
Mr. Milton (Todd) Ault
Chairman & CEO
Patient Safety Technologies
100 Wilshire Boulevard, Suite 1500
Santa Monica, CA 90401
Dear: Todd
RE: TERMS OF ENGAGEMENT
The purpose of this letter is to set out the terms and conditions of our
engagement with Patient Safety Technologies, Inc.
1. NATURE OF THE ENGAGEMENT - Crescent Communications (Crescent) would be
engaged for the purpose of providing Patient Safety Technologies, Inc. (Patient
Safety) with investor communications services. The services to be provided by
Crescent will include:
(a) Work with Patient Safety Technologies to obtain an understanding of
company's business and financial affairs;
(b) Assist Patient Safety in preparing presentations and materials
specifically targeting the investment community.
(c) Identify and arrange meetings for Patient Safety in the appropriate
investment markets (i.e. securities firms, institutions, retail
analysts, fund managers and other investment groups active in the
medical device and medical services industries.
(d) Solicit feedback relating to and presentations given by
representatives of Patient Safety. Arrange follow-up meetings and
communications with these groups.
(e) Work to increase the exposure of Patient Safety to the retail and
institutional investment community.
2. TERM OF THE ENGAGEMENT - Our engagement with Patient Safety will be for a
minimum working period of six months. Thereafter, a decision will be made
on whether and how best to proceed beyond the six - month period.
3a. REMUNERATION - Crescent Communications fees for services rendered will be
$8,000.00 US per month, plus reasonable in-house monthly expenses (i.e.
telephone, mailing, and travel). After the first month the company will
have the option to pay the monthly fee in cash or company stock. If stock
is used, Patient Safety would transfer the remaining amount of the
contract in free trading company stock. Amount of shares and price would
be negotiated by both
April 1, 2005
Page 2
parties. Patient Safety will be responsible, directly for all expenses
incurred while traveling, which will include transportation, lodging and
meals, in addition to all reasonable cost and expenses relating to the
actual presentation (i.e. room rental charges, equipment rentals, food
services.). Billing is on a monthly basis with payment due upon receipt.
Patient Safety will be responsible for the first month's fee paid in
advance.
3b. Stock Warrants: Upon retention, Patient Safety would grant to Crescent,
stock warrants entitling Crescent to purchase up to 100,000 shares of its
common stock, at an exercise price of $5.85 per share, at any time up to
the fifth anniversary of the date of this Agreement. Shares issued on
exercise of the stock warrants will be registered and free trading upon
issue. Vesting of Stock Warrants: Crescent's entitlement to exercise the
warrants shall vest in equal proportions on a quarterly basis over one
year from the start date.
4. Obligations - In performing services under this engagement, Crescent
agrees:
(a) Not to represent Crescent as an agent of Patient Safety and not to
make any representations or commitments on behalf of Patient Safety
except as expressly confirmed and agreed to in writing by Patient
Safety.
(b) To the extent that Crescent may be in receipt of any confidential
information relating to the operations or business of Patient
Safety, not to disclose the same to any third party or use the same
for personal be Patient Safety.
(c) To work closely with Patient Safety personnel to further the
corporate interest of Patient Safety. To comply with all applicable
securities and other legislation, in all communications, such that
either Patient Safety or Crescent shall be in contravention of such
legislation or any rules or regulations under such legislation of
any stock exchange.
(d) Crescent will be represented by David Long or John Long on the road.
5. COMMUNICATIONS WITH INVESTMENT COMMUNITY - Patient Safety will coordinate
its communications with Crescent so that the communications prior to and
following presentations are effective and directed. Following
introductions and presentations to the members of the investment
community, and after Crescent's follow-up communications, Patient Safety
have the liberty to communicate directly with such parties. A list of all
contacts will be provided to Patient Safety on a monthly basis.
April 1, 2005
Page 3
6. INDEPENDENT CONTRACTORS - The relationship between Patient Safety and
Crescent shall be one of independent contractors, not one of principal and
agent or employer and employee.
If the above terms and conditions are acceptable to you, please confirm your
agreement to Crescent by signing, dating and returning two copies to our office
via overnight mail. Upon receipt, Crescent will send an executed copy to Patient
Safety Technologies. THIS CONTRACT WILL BECOME BINDING UPON RECEIPT OF SAID
MONTHLY FEE.
Yours very truly,
CRESCENT COMMUNICATIONS
/s/ David Long
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David Long, President
The above terms and conditions are accepted this _____day of _________, 2005.
Patient Safety Technologies, Inc.
/s/ Milton Ault
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Milton (Todd) Ault III
Chairman & CEO