EX-10.3






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



Whereas Consultant is in the business of providing management consulting services to
businesses in an effort to obtain capital from third parties for business use,
including equipment leasing, purchase order and/or contract financing, factoring and
financing for land and buildings’ utilizing various financing instruments and whereas
Client desires to retain Consultant for the following purposes: To attempt to arrange
financing for the purpose of working capital as an intermediary.



For and in consideration of mutual benefits, promises, and the cross consideration
hereinafter set forth, the adequacy of which is hereby acknowledged, the parties
hereto, WAKABAYASHI and TECHNISCAN, INC. collectively “THE PARTIES”, hereby covenant
and agree as follows:




	 	1.	 	Services	 






	 	A.	 	WAKABAYASHI is hereby engaged by TECHNISCAN, INC., to provide capital funding
services (non-exclusive) including serving as an investment banking liaison, and
acting as capital consultant for a six month period from the date hereof.
WAKABAYASHI shall contact institutional investors, arrange presentation of the
Company, assist in restructuring TECHNISCAN, INC.’s business plan for presentation
and arrange conferences with capital sources (the “term”).	 






	 	B.	 	WAKABAYASHI is engaged to provide capital structure, working capital, equipment
financing, merger and acquisition, and reorganization consulting services to
TECHNISCAN, INC. for purposes of attempting to capitalize the company for a six
month period from the date hereof.	 






	 	2.	 	Compensation	 





TECHNISCAN, INC. hereby agrees to pay WAKABAYASHI for the services set forth in
Paragraph 1, the following items:




	 	A.	 	Recognizing that WAKABAYASHI has extensive sources of venture capital, coupled
with brokerage industry contacts, TECHNISCAN, INC. hereby agrees to pay WAKABAYASHI
for the consulting services set forth in Paragraph 1(a) a success fee of seven
percent (7%), inclusive of all fees, in cash of the amount of capital raised as a
result of contacts by WAKABAYASHI. Such fees shall be due at closing of any
transaction in which WAKABAYASHI has acted as the introducing person. Any party so
introduced to TECHNISCAN, INC. shall be pre-approved in writing by TECHNISCAN, INC.
and a list of introductions shall be maintained by consultant.	 






	 	3.	 	Termination of Agreement	 






	 	A.	 	Upon the bankruptcy or liquidation of the other party, whether voluntary or
involuntary;	 






	 	B.	 	Upon the other party taking the benefit of any insolvency law;	 






	 	C.	 	Upon the other party having or applying for a receiver appointed for either
party; and/or written notice by one party to the other party.	 






	 	4.	 	Notices	 





All notices hereunder shall be in writing and addressed to the party at the address
herein set forth, or at such other address which notice pursuant to this section may
be given, and shall be given upon the earlier of actual receipt or three (3) business
days after being mailed or delivered to such courier service. Any notices to be given
hereunder shall be effective if executed by and/or sent by the attorneys for THE
PARTIES giving such notice and, in connection therewith, THE PARTIES and their
respective counsel agree in giving such notice such counsel may communicate directly
in writing with such party to the extent necessary to give such notice.




	 	5.	 	Attorney Fees	 





In the event either party is in default of the terms or conditions of this Consulting
Agreement and legal action is initiated or suit be entered as a result of such
default, the prevailing party shall be entitled to recover all costs incurred as a
result of such default including reasonable attorney fees, expenses and court costs
through trial, appeal and to final disposition.




	 	6.	 	Time is of the Essence	 





Time is hereby expressly made of the essence of this Consulting Agreement with respect
to the performance by THE PARTIES of their respective obligations hereunder.




	 	7.	 	Inurement	 





This Consulting Agreement shall inure to the benefit of and be binding upon THE
PARTIES hereto and their respective heirs, executors, administrators, personal
representatives, successors, and consultant cannot assign this agreement.




	 	8.	 	Entire Agreement	 





This Consulting Agreement contains the entire agreement of THE PARTIES. It is
declared by THE PARTIES that there are no other oral or written agreements or
understanding between them affecting this Agreement. This Agreement supersedes all
previous agreements.




	 	9.	 	Amendments	 





This Agreement may be modified or amended provided such modifications or amendments
are mutually agreed upon by and between THE PARTIES hereto and that said modifications
or amendments are made only by an instrument in writing signed by THE PARTIES.




	 	10.	 	Waivers	 





No waiver of any provision or condition of this Agreement shall be valid unless
executed in writing and signed by the party to be bound thereby, and then only to the
extent specified in such waiver. No waiver of any provision or condition of this
Agreement and no present waiver of any provision or condition of this Agreement shall
be construed as a future waiver of such provision or condition.




	 	11.	 	Non-Waiver	 





The failure of either party, at any time, to require any such performance by any other
party shall not be construed as a waiver of such right to require such performance,
and shall in no way affect such party’s right to require such performance and shall in
no way affect such party’s right subsequently to require a full performance hereunder.




	 	12.	 	Construction of Agreement	 





Each party and its counsel have participated fully in the review and revision of this
Agreement. Any rule of construction to the effect that ambiguities are to be resolved
against the drafting party shall not apply in the interpretation of this Agreement.




	 	13.	 	Non-Circumvention Agreement	 





TECHNISCAN, INC. agrees, represents and warrants hereby that it shall not circumvent
WAKABAYASHI with respect to any banking or lending institution, investment bank,
trust, corporation, individual or investor introduced by WAKABAYASHI to TECHNISCAN,
INC. pursuant to the terms with WAKABAYASHI for the purpose of, without limitation,
this Agreement and for a period of twelve (12) months from the date of execution by
THE PARTIES of this Agreement. If TECHNISCAN, INC. enters into a transaction with a
party introduced by consultant, then the fees owed under section 2a shall be due
whether or not this Agreement or term has ended.




	 	14.	 	Applicable Law	 





THIS AGREEMENT IS EXECUTED PURSUANT TO AND SHALL BE INTERPRETED AND GOVERNED FOR ALL
PURPOSES BY THE LAWS OF THE STATE OF CALIFORNIA FOR WHICH THE COURTS IN SAN DIEGO,
CALIFORNIA SHALL HAVE JURISDICTION WITHOUT GIVING EFFECT TO THE CHOICE OR LAWS OR
CONFLICT OF LAWS RULES THEREOF OR OF ANY STYLE. The parties agree that mediation
shall be used as an initial forum for the good-faith attempt to settle and resolve any
issues or disputes that may arise.




	 	15.	 	Counterparts	 





This Agreement may be executed in a number of identical counterparts. Each such
counterpart is deemed an original for all purposes and all such counterparts shall,
collectively, constitute one agreement, but, in making proof of this Agreement, it
shall not be necessary to produce or account for more than one counterpart.




	 	16.	 	Facsimile	 





A facsimile copy of this Agreement is acceptable.




	 	17.	 	Acceptance of Agreement	 





Unless both parties have signed this Agreement within ten (10) business days of the
date listed above, this Agreement shall be deemed automatically withdrawn and
terminated.




	 	18.	 	Interstate Commerce	 





The Consultant shall undertake to comply at all times with Section 17-b of the
Securities Act of 1933.



IN WITNESS WHEREOF, THE PARTIES have set forth their hands and seal in execution of
this Consulting Agreement this November 10, 2009 by and between:



	 	 	 
	Wakabayashi Fund LLC	 	TECHNISCAN, INC.
	A Japan Limited Liability Company

	 	a Delaware corporation
	By: /s/ Tadaharu Wakabayashi

	 	By: /s/ David Robinson
	 

	 	 
	Tadaharu Wakabayashi, Director

Date: November 10, 2009

	 	Mr. David Robinson, President/CEO

Date: November 10, 2009






Project Scope





Project Activities: WAKABAYASHI FUND, in providing funding services, shall perform the
following project specific functions and merge WAKABAYASHI FUND efforts with TECHNISCAN, INC.
resources, as needed. The emphasis of this funding project shall be personal introductions of
TECHNISCAN, INC. to money managers, private equity fund managers, hedge fund managers, pension
fund managers, financial analysts, institutional brokers, venture capitalists, investment
bankers, and wholesale/retail market makers. All out-of-pocket costs (i.e., costs for mail
campaigns, printing, distributions, etc.) shall be pre-approved and paid for by TECHNISCAN, INC.




	 	•	 	Conduct and implement strategic planning analysis that combines TECHNISCAN, INC.
due-diligence and WAKABAYASHI FUND in-house analysis tools to emphasize marketability.






	 	•	 	Coordinate buy-side and sell-side brokerage research coverage introducing TECHNISCAN,
INC. to these sources and facilitating their institutional research. This provides
TECHNISCAN, INC. and WAKABAYASHI FUND additional analysis reports from funding services.






	 	•	 	Investment banking introductions.






	 	•	 	Develop story development project related Executive Summary for mail-out /
distribution, which is flexible and updated to the ongoing developments of the TECHNISCAN,
INC.






	 	•	 	Plan marketing campaign matching TECHNISCAN, INC. to WAKABAYASHI FUND’S proprietary
contact base and other investment prospects / sources anchored by Internet presence






	 	•	 	CEO, Officer and Director Profiles






	 	•	 	Target of one on one institutional investor meetings and conference calls with the most
desirable in microcap, small cap and mid cap decision making analysts and portfolio
managers of corporate, business and family funds






	 	•	 	Corporate message refinement that is flexible according to ongoing developments






	 	•	 	Fact Sheets flexible to ongoing developments






	 	•	 	PowerPoint / slide presentations






	 	•	 	Tele-conference call, including scripting, Q&A preparation, and thorough details for successful presentation






	 	•	 	Honest feedback from all meetings to allow complete knowledge of ongoing relationships
and enhancements of messaging






	 	•	 	Development of Analysts research coverage and comparable inclusion






	 	•	 	Nurture of current and potential investors






	 	•	 	Mail processing and request fulfillment






	 	•	 	Investment Banking introductions






	 	•	 	Annual Meetings






	 	•	 	Peer Group / Industry Analysis






	 	•	 	Perception audits of the investment community






Optional Project Activities: These ancillary projects can be provided at TECHNISCAN, INC.’s
discretion and cost.




	 	•	 	Conduct road shows, with direct TECHNISCAN, INC.’s participation, in cities targeted
because of TECHNISCAN, INC.’s institutional investor contact base






	 	•	 	Design and Coordinate Trade Booths






	 	•	 	Attend trade shows and conferences






	 	•	 	Hold press/analysts seminars for institutional investors and investment managers






	 	•	 	Develop investor relations section on TECHNISCAN, INC.’s website






	 	•	 	Develop comprehensive website and e-commerce solutions and/or project related web pages






	 	•	 	Write media alerts and press releases to continuously generate press relating to
TECHNISCAN, INC. and its stock performance, emphasizing both standard and Internet
dissemination (company initiated only)






	 	•	 	Plan and implement direct mail campaign to WAKABAYASHI FUND’S contact base and
TECHNISCAN, INC.’s related contacts with follow-up telephone sales contact






	 	•	 	Annual Reports: assisting in the writing as well as assisting and directing to the
designers, graphic artists and printers for the complete management of the publication