EX-10.4






November 4, 2009



Steven K. Passey


303 Swift Creek Drive


Layton, UT 84041



RE: Offer of Employment



Dear Steve,



TechniScan Medical Systems (TMS) is pleased to offer you the position of Chief Financial Officer.
The purpose of this letter is to outline the terms under which this offer is tendered and provide a
brief overview of the position responsibilities. The letter is intended to be an agreement that
provides the framework under which we will engage you. As we discussed, the position description is
not intended to be all encompassing because the position will evolve rapidly as we grow (hopefully
with equal rapidity).



Job Description



The position offered is Chief Financial Officer reporting to the President & CEO, David Robinson.
In this position you will be responsible for the following areas:




	 	•	 	Manage all aspects of the Company’s finance department.






	 	•	 	Act as the primary input to the Company’s financial planning with emphasis on the fee
per scan finance model that we are developing. Your input would be in the area of
financial modeling of fee per scan, making recommendations about pricing and structure,
establishing a way to monetize the proposed financial instruments of the Company, and
ensuring that equipment financing in any form meets legally required guidelines such as
State and Federal Stark laws.






	 	•	 	Partner with the CEO and COO to ensure that company Business plans, budgets, forecasts,
financial records and other information presented to shareholders, financial institutions
and potential investors is accurate and represented in a form that can be easily
understood. This will include primary responsibility for forecasting and budget
preparation.






	 	•	 	As requested by the CEO help to prepare and present the Company to shareholders,
potential shareholders, analysts, and other stakeholders – for your area of expertise.






	 	•	 	Prepare and review all Company SEC filings and to ensure that all financial statements
and disclosures meet US-GAAP standards.






	 	•	 	Manage the accounting and forecasting of share-based compensation and earnings per
share.






	 	•	 	Research and resolution of complex technical accounting issues is also a
vital aspect to this position.






	 	•	 	Serve as the internal subject matter expert on technical accounting and reporting
matters and must possess the ability to effectively present financial information and
technical accounting guidance to the Board of Directors, senior management, auditors, and
peers.






	 	•	 	 Coordinate preparation and review of all SEC filings, including Form 10-Q, Form 10-K,
and Form 11-K, ensuring that financial statements and disclosures in accordance with
US-GAAP.






	 	•	 	 Effectively present financial information and technical accounting guidance to senior
management, auditors, and peers.






	 	•	 	 Develop, implement, and monitor Company-wide policies, procedures and controls.






	 	•	 	 Work with the Company Controller to ensure US and local GAAP compliance and IFRS.






	 	•	 	 Monitor changes and developments to reporting procedures and policies.





Note; I know that additional tasks will develop. To the degree I can I have prioritized the above
to meet current Company objectives.



Salary


The salary offered for this position is $5,000 per pay period (26 bi-weekly payments per year)
based on a standard work week. Please note, while we are very flexible with work hours and personal
time the “standard week at TechniScan can frequently approach 50 hours. Your start date for this
position will be Monday November 9, 2009.



We recognize that there are significant milestones to be accomplished in the near term and
therefore we intend to review your accomplishments in April 2010 (goes to $180,000/Annual upon
completion of our next financing round) and consider adjustments to your total compensation
package, including both salary and options. Any adjustment would be based on your performance and
accomplishment of specific objectives that you will establish with Dave Robinson after you begin
work and have a chance to establish clear, short-term objectives.



Equity Participation


TMS offers all employees the opportunity to participate in the equity and growth of the company. As
a key employee you would be eligible to participate in various company equity issues. At the
current time the Company is prepared to offer you 150,000 Incentive Stock Options (ISO’s) and
50,000 Non-Qualified Stock Options (NQSO’s) under our current plan as a part of your
compensation. Under our current Incentive Stock Option plan ISO’s vest over 4 years; 25% after 12
months and 1/36 each month thereafter. The price for ISO’s is determined by the price set at each
round of financing and the current price is $0.375/share. The NQSO’s will vest in 6 months at the
current price of $0.375/share. A full description of the plan is available from the Company’s
Controller.



Taxes



As a part of any future equity agreement you acknowledge that the grant of equity benefits may
result in taxable income. As a condition of employment, you acknowledge that you are solely
responsible for payment of any tax liability relating to or arising from the equity participation
benefits outlined above. You are encouraged to obtain a professional opinion regarding your
potential tax liabilities under this agreement. Do not rely on any statements made by the Company’s
representatives with respect to the tax and other economic considerations relating to offer.



Benefits



TMS recognizes the importance of providing a generous benefits package that will allow us to
attract and retain employees. We are pleased to be able to provide the following benefits:



Medical and Dental



The company currently provides medical insurance through Intermountain Health Care and a dental
insurance plan through Dental Select. A copy of the current plan is available upon your request.
TMS will pay the first $375 toward your total insurance premium with any additional premium above
the $375 being the responsibility of the employee through a payroll deduction. TMS has established
a 125C Plan (Cafeteria Plan) in which you can participate using pre-taxed dollars to cover the
employee’s portion of insurance premiums as well as other eligible expenses.



Holidays



The company recognizes 8 holidays:




	 	•	 	Memorial Day






	 	•	 	Independence Day






	 	•	 	State Holiday 24 July






	 	•	 	Labor Day






	 	•	 	Thanksgiving and the day after






	 	•	 	Christmas Day, and






	 	•	 	New Years Day





Sick Leave Policy & Vacation



The company offers you up to twelve (12) working days per twelve (12) months employment for
vacation time and six (6) working days per twelve (12) months employment for sick time (both of
these numbers are based on 40 hours a week employment). Vacation time will accrue up to a maximum
of fifteen (15) working days. At the end of each year any accrued vacation time over the maximum
fifteen (15) days will roll over into your sick time accrual where it can be used in place of
short-term disability. Upon resignation or termination any accrued sick leave will be forfeited.



SAR-SEP (simple 401K) Plan



The company does have a retirement program that allows you to place up to 15% of your salary in a
qualified SAR-SEP plan. At this time the company does not provide matching funds, however, it does
expect to do so in the future.



Steven, I understand that this represents a significant change in your current career path and we
are excited to have the opportunity to work with a professional of your caliber. I have no doubt
your contribution to our team of technology professionals will allow us to reach our marketing and
communication goals. Your role will be a key to our success from the beginning as we become a
public Company. We look forward to moving on to the challenging and stimulating work of building a
company known for its superior imaging products.



Sincerely,



/s/ David C. Robinson

David C. Robinson

Chief Executive Officer




	 	 	 
	Accepted:

	 	/s/ Steven K. Passey
	
 
	 	 
	Date:

	 	November 9, 2009