TechniScan, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 25th, 2010 • Techniscan • Perfumes, cosmetics & other toilet preparations • Delaware

THIS INDEMNIFICATION AGREEMENT, dated as of , , is made and entered into by and between TECHNISCAN, INC., a Delaware corporation (the “Company”), and [ ] (the "Indemnitee”).

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Office Building Lease
Office Building Lease • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • Utah

This Lease between Shupe Investments, LTD, a Utah Limited Partnership (“Landlord”) and TechniScan, INC, a Utah Corporation (“Tenant”), is dated April 11, 2008.

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EQUITY PURCHASE AGREEMENT BY AND BETWEEN TECHNISCAN, INC. AND SOUTHRIDGE PARTNERS II, LP Dated January11, 2011
Equity Purchase Agreement • January 18th, 2011 • TechniScan, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS EQUITY PURCHASE AGREEMENT entered into as of the 11th day of January, 2011 (this “AGREEMENT”), by and between SOUTHRIDGE PARTNERS II, LP, Delaware limited partnership (“INVESTOR”), and TECHNISCAN, INC., a Delaware corporation (the “COMPANY”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 18th, 2011 • TechniScan, Inc. • Surgical & medical instruments & apparatus • Delaware

This Registration Rights Agreement (“Agreement”), dated January 11, 2011, is made by and between TECHNISCAN, INC., a Delaware corporation (“Company”), and SOUTHRIDGE PARTNERS II, LP, a Delaware limited partnership (the “Investor”).

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FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • May 23rd, 2011 • TechniScan, Inc. • Surgical & medical instruments & apparatus

THIS FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is made and entered into as of May 13, 2011 by and among TECHNISCAN, INC., (“Issuer”) and (together with its successors and assigns, “Holder”).

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TECHNISCAN, INC. Lock-Up Agreement October 9, 2009
Techniscan • October 16th, 2009 • Perfumes, cosmetics & other toilet preparations • Delaware

In connection with the undersigned’s ownership of the number of shares of common stock, par value $0.001 of TechniScan, Inc. (the “Company”) set forth below (each a “Security” and collectively, the “Securities”), the undersigned agrees that, commencing on the date hereof and during the period specified below (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, any of the Securities owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively, the “Locked-Up Shares”). The Securities are not “restricted securities” as defined in the Securities Act of 1933, as amended (the “Act”), and the rules promulgated thereunder, and have been registered for resale in open market transactions in accordance wi

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PROFESSIONAL SERVICES AGREEMENT
Professional Services Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • Delaware

THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”), dated as of October 9, 2009 (“Effective Date”), is by and between TECHNISCAN, INC., a Delaware corporation (the “Company”), and PCOF PARTNERS, LLC, a Delaware limited liability company (“Phoenix”).

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EUROPEAN MARKET DEVELOPMENT AGREEMENT between
European Market Development Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations

Esaote S.p.A., a company organized under the laws of the Republic of Italy and with registered seat in Genova, Italy (hereinafter referred to as “Esaote”)

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February 4, 2002 Barry Hanover 2597 Sherwood Drive Salt Lake City, UT 84108 RE: Offer of Employment Dear Barry; TechniScan, Inc. (TSI) is pleased to offer you the position of Chief Operations Officer. The purpose of this letter is to outline the terms...
Techniscan • October 16th, 2009 • Perfumes, cosmetics & other toilet preparations

This is intended to be the “beginning list” of job responsibilities that, with your input and direction, will grow over a very short period of time as the product develops.

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VOTING AGREEMENT
Voting Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • New York

This Voting Agreement (this “Agreement”) is made as of February 11, 2008, by and among TechniScan, Inc., a Utah corporation (the “Company”) and the purchasers of shares of the Company’s Series E Preferred Stock as listed or to be listed on Exhibit A attached hereto (the “Investors” or the “Voting Parties”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • New York

This Distribution Agreement (“AGREEMENT”), made this 11th day of February 2008 by and between TECHNISCAN, INC., a Utah corporation (hereinafter referred to as “SELLER”) and ESAOTE S.p.A., a corporation organised and existing under the laws of the Republic of Italy with its principal office at Via Siffredi 58, Genova, 16153 Italy (hereinafter referred to as “DISTRIBUTOR”)

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TechniScan, Inc. SERIES E PREFERRED STOCK PURCHASE AGREEMENT February 11, 2008
Series E Preferred Stock Purchase Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • New York

THIS SERIES E PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of February 11, 2008 by and between TechniScan, Inc., a Utah corporation (the “Company”), and Esaote, S.p.A., a company organized under the laws of the Republic of Italy (the “Purchaser”).

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THIRD AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • October 19th, 2010 • TechniScan, Inc. • Surgical & medical instruments & apparatus

THIS THIRD AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of October 13, 2010 by and between TECHNISCAN, INC., (the “Issuer”) and BIOTEX PHARMA INVESTMENTS, LLC (the “Lead Investor”).

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TRADEMARK AND COPYRIGHT LICENSE AGREEMENT
Trademark and Copyright License Agreement • February 24th, 2011 • TechniScan, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS TRADEMARK AND COPYRIGHT LICENSE AGREEMENT (this “Trademark Agreement”) is made by and between TechniScan, Inc., a Delaware corporation having offices at 3216 South Highland Dr., Suite 200, Salt Lake City, Utah 84106 on behalf of itself and its affiliates (collectively, “TechniScan”) and Womens3D, Inc., a Delaware corporation, having offices at 4917 S. Congress, Austin, Texas 78745 (“Womens3D” and together with TechniScan, each a “Party” and collectively, the “Parties”). This Trademark Agreement is effective as of January 11, 2011 (the “Effective Date”).

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FIFTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • November 3rd, 2010 • TechniScan, Inc. • Surgical & medical instruments & apparatus

THIS FIFTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of October 28, 2010 by and between TECHNISCAN, INC., (the “Issuer”) and BIOTEX PHARMA INVESTMENTS, LLC (the “Lead Investor”).

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SUPPLEMENT NUMBER ONE TO ORIGINAL EQUIPMENT MANUFACTURING AGREEMENT AND ENGINEERING SUPPORT AGREEMENT between
Supplement Number • December 8th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations

Esaote S.p.A., a company organized under the laws of the Republic of Italy and with registered seat in Genova, Italy (hereinafter referred to as “Esaote”)

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AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • May 23rd, 2011 • TechniScan, Inc. • Surgical & medical instruments & apparatus

THIS AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into as of May 13, 2011 by and among TECHNISCAN, INC., (the “Maker”) and the undersigned holder of the Maker’s senior secured convertible promissory note (together with its successors and assigns, “Payee”).

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • December 13th, 2010 • TechniScan, Inc. • Surgical & medical instruments & apparatus

This Placement Agency Agreement (this “Agreement”) is made and entered into as of December 7, 2010 (the “Effective Date”), by and between TechniScan, Inc., a Delaware corporation (the “Company”), and Stonegate Securities, Inc., a Texas corporation (“Stonegate”).

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Contract
Agreement • November 12th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • California

This Agreement made this November 10, 2009, by and between Wakabayashi Fund, LLC., a Japanese Limited Liability Company, whose address is 4-13-20 Mita, Minato-Ku, Tokyo Japan 108-0073, hereinafter referred to as “WAKABAYASHI FUND” or “Consultant” and TECHNISCAN, INC., a Delaware corporation, its agents, successors or assigns, hereinafter referred to as “TECHNISCAN, INC.” OR “Client”, whose address is 3216 South Highland Drive, Suite 200, Salt Lake City, Utah 84106 USA Telephone No 801.994.2964; Fax No 435.602.0933 Symbol: TSNI

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Exhibit 10 COMMERCIAL RENTAL AGREEMENT This Commercial Rental Agreement (Agreement) is entered into on this 1st day of June, 2007, by and between Mauricio Lopez (Landlord) and Castillo, Inc. Corporation (Tenant). Landlord is the owner of land and...
Commercial Rental Agreement • May 24th, 2007 • Castillo, Inc.

This Commercial Rental Agreement (Agreement) is entered into on this 1st day of June, 2007, by and between Mauricio Lopez (Landlord) and Castillo, Inc. Corporation (Tenant). Landlord is the owner of land and improvements whose address is: Calle Balcon 28 Fracc, Las Huertas, Tijuana B.C. 22640 (Premises).

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INVESTOR RELATIONS CONSULTING AGREEMENT
Investor Relations Consulting Agreement • November 12th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • New York

THIS CONSULTING AGREEMENT (“Agreement”) is made this 30th day of October 2009 (“Effective Date”), by and between TechniScan, Inc. (OTC BB: TSNI) (hereinafter referred to as the “Company” or “TSNI”), and Hayden IR (hereinafter referred to as the “Consultant” or “HIR”).

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SECURITY AGREEMENT
Security Agreement • April 5th, 2010 • Techniscan • Perfumes, cosmetics & other toilet preparations • Delaware

This SECURITY AGREEMENT, dated as of March 30, 2010 (this “Agreement”), is among TechniScan, Inc., a Delaware corporation (the “Debtor”) and Biotex Pharma Investments LLC, as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”) for the holders of the Notes (as defined in the Note and Warrant Purchase Agreement dated as of March 30, 2010 (the “Purchase Agreement”) among the Debtor and the other persons and entities party thereto (the “Investors”)).

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SUPPLEMENT NUMBER TWO TO ORIGINAL EQUIPMENT MANUFACTURING AGREEMENT AND ENGINEERING SUPPORT AGREEMENT between
Original Equipment Manufacturing Agreement • September 8th, 2010 • Techniscan • Surgical & medical instruments & apparatus

Esaote S.p.A., a company organized under the laws of the Republic of Italy and with registered seat in Genova, Italy (hereinafter referred to as “Esaote”)

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SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 1st, 2010 • Techniscan • Surgical & medical instruments & apparatus

THIS SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of September 30, 2010 by and among TECHNISCAN, INC., (the “Issuer”), BIOTEX PHARMA INVESTMENTS, LLC (the “Lead Investor”).

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AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
Senior Secured Convertible Promissory Note • April 21st, 2011 • TechniScan, Inc. • Surgical & medical instruments & apparatus

THIS AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into as of April 15, 2011 by and among TECHNISCAN, INC., (the “Maker”) and the undersigned holder of the Maker’s senior secured convertible promissory note (together with his heirs, successors and assigns, “Payee”).

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Amended and Restated Registration Rights Agreement
Registration Rights Agreement • May 23rd, 2011 • TechniScan, Inc. • Surgical & medical instruments & apparatus • Delaware

This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of May 13, 2011, by and among TechniScan, Inc., a Delaware corporation (the “Issuer”), and the holders listed on the signature pages hereto (the “Holders”).

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FORM OF AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
Senior Secured Convertible Promissory Note • November 3rd, 2010 • TechniScan, Inc. • Surgical & medical instruments & apparatus

THIS AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into as of October 28, 2010 by and among TECHNISCAN, INC., (the “Maker”) and (together with its successors and assigns, “Payee”).

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CONFIDENTIALITY, INVENTIONS ASSIGNMENT AND NON-COMPETITION AGREEMENT
Assignment and Non-Competition Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • Utah

This Confidentiality, Inventions Assignment and Non-Competition Agreement (the “Agreement”) is made and entered into effective as of __________(the “Effective Date”), by and between TechniScan, Inc., a Utah corporation (the “Company”) and The Undersigned Employee (the “Promissor”).

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AMENDMENT AND RESTATEMENT OF THE LICENSE AGREEMENT BETWEEN UNIVERSITY OF UTAH RESEARCH FOUNDATION AND TECHNISCAN, INC., SUCCESSOR-IN-INTEREST TO DR. STEVEN A. JOHNSON DATED AUGUST 28,1984
License Agreement • October 16th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • Utah

THIS AMENDMENT AND RESTATEMENT, hereinafter referred to as “AGREEMENT,” of a certain License Agreement is made and is effective as of January 10, 2002, by and between the University of Utah Research Foundation, having a principal place of business at 615 Arapeen Dr., Suite 110, Salt Lake City, UT 84108, hereinafter referred to as “LICENSOR” and TECHNISCAN, INC., a Utah corporation, as successor in interest to STEVEN A. JOHNSON, having its principal place of business at 350 West 800 North, Suite 100, Salt Lake City, UT 84103, hereinafter referred to as “LICENSEE.”

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WOMENS3D, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • February 24th, 2011 • TechniScan, Inc. • Surgical & medical instruments & apparatus • Delaware

This Subscription Agreement (this “Agreement”) is made as of February 16, 2011, by and between Womens3D, Inc., a Delaware corporation (the “Company”), and TechniScan, Inc., a Delaware corporation (the “Subscriber”).

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Contract
Agreement • November 12th, 2009 • Techniscan • Perfumes, cosmetics & other toilet preparations • California

This Agreement made this November 10, 2009 by and between Wakabayashi Fund, LLC, a Japanese Limited Liability Company, whose address is 4-13-20 Mita Minato-Ku, Tokyo, Japan 108-0073, hereinafter referred to as “WAKABAYASHI” or “Consultant” and TECHNISCAN, INC., a Delaware corporation, its agents, successors or assigns, hereinafter referred to as “TECHNISCAN, INC.” OR “Client”, whose address is 3216 South Highland Drive, Suite 200 Salt Lake City, Utah 84106 USA Telephone No: 801.994.2965; Fax No: 435.602.0933 —— Symbol: TSNI

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FORM OF AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • October 1st, 2010 • Techniscan • Surgical & medical instruments & apparatus

THIS AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into as of September , 2010 by and among TECHNISCAN, INC., (the “Maker”) and the undersigned holder of the Maker’s senior secured convertible promissory note (together with his heirs, successors and assigns, “Payee”).

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AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • August 4th, 2010 • Techniscan • Surgical & medical instruments & apparatus

THIS AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of May 19, 2010 by and between TECHNISCAN, INC., (the “Issuer”) and BIOTEX PHARMA INVESTMENTS, LLC (the “Lead Investor”).

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NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • April 5th, 2010 • Techniscan • Perfumes, cosmetics & other toilet preparations • Delaware

This NOTE AND WARRANT PURCHASE AGREEMENT dated as of March 30, 2010 (this “Agreement”) is by and among TechniScan, Inc., a Delaware corporation (the “Issuer”), and each of the purchasers of the senior secured convertible promissory notes and warrants of the Issuer whose names are set forth on Exhibit A attached hereto (each a “Investor” and collectively, the "Investors”).

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MANUFACTURING AGREEMENT
Manufacturing Agreement • February 24th, 2011 • TechniScan, Inc. • Surgical & medical instruments & apparatus • Delaware

This MANUFACTURING AGREEMENT (this “Agreement”) is made this 16th day of February, 2011 (the “Effective Date”) by and between TechniScan, Inc., a Delaware corporation having offices at 3216 South Highland Dr., Suite 200, Salt Lake City, Utah 84106 on behalf of itself and its affiliates (collectively, “TechniScan”) and Womens3D, Inc., a Delaware corporation, having offices at 4917 S. Congress, Austin, Texas 78745 (“Womens3D” and TechniScan, each a “Party” and collectively, the “Parties”).

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