EX-10.1






INDEMNIFICATION AGREEMENT




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



R E C I T A L S:




WHEREAS, the Company and Indemnitee recognize the increasing difficulty in obtaining
liability insurance for directors and officers, the significant increases in the cost of such
insurance and the general reductions in the coverage of such insurance;



WHEREAS, the Company and Indemnitee further recognize the substantial increase in
corporate litigation in general, subjecting directors and officers to expensive litigation risks at
the same time as the availability and coverage of liability insurance has been severely limited;



WHEREAS, Indemnitee does not regard the current protection available as adequate
under the present circumstances, and Indemnitee may not be willing to continue to serve as an
officer or director of the Company without additional protection;



WHEREAS, the Company’s Certificate of Incorporation require the Company to indemnify
its directors and officers to the fullest extent permitted by the Delaware General Company Law (the
"DGCL”);



WHEREAS, the Certificate of Incorporation expressly provides that the
indemnification provisions set forth therein are not exclusive, and contemplate that contracts may
be entered into between the Company and its directors and officers with respect to indemnification;



WHEREAS, the Company desires and has requested Indemnitee to serve or continue to
serve as a director or officer of the Company free from undue concern for unwarranted claims for
damages arising out of or related to such services to the Company; and



WHEREAS, Indemnitee is willing to serve, continue to serve or to provide additional
service for or on behalf of the Company on the condition that he is furnished the indemnity
provided for herein.



NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto, intending to be legally bound, hereby agree as follows:



	 
	Section 1.Generally.

	 

	To the fullest extent permitted by the laws of the State of Delaware:







(a) The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that Indemnitee is or was or has
agreed to serve at the request of the Company as a director, consultant, or officer of the Company,
or while serving as a director or officer of the Company, is or was serving or has agreed to serve
at the request of the Company as a director, officer, employee or agent (which, for purposes
hereof, shall include a trustee, partner or manager or similar capacity) of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity.



(b) The indemnification provided by this Section 1 shall be from and against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such action, suit or
proceeding and any appeal therefrom, but shall only be provided if Indemnitee acted in good faith
and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action, suit or proceeding, had no reasonable cause to
believe Indemnitee’s conduct was unlawful.



(c) Notwithstanding the foregoing provisions of this Section 1, in the case of any threatened,
pending or completed action or suit by or in the right of the Company to procure a judgment in its
favor by reason of the fact that Indemnitee is or was a director, consultant, or officer of the
Company, or while serving as a director or officer of the Company, is or was serving or has agreed
to serve at the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, no
indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall
have been adjudged to be liable to the Company unless, and only to the extent that, the Delaware
Court of Chancery or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of the
case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the
Delaware Court of Chancery or such other court shall deem proper.



(d) The termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was
unlawful.



Section 2. Successful Defense; Partial Indemnification.



(a) To the extent that Indemnitee has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Section 1 hereof or in defense of any claim,
issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’
fees) actually and reasonably incurred in connection therewith. For purposes of this Agreement and
without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or
otherwise (including a disposition without prejudice), without (i) the disposition being adverse
to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Company, (iii) a plea of
guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee did not act in good
faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company, and (v) with respect to any criminal proceeding, an adjudication that Indemnitee
had reasonable cause to believe Indemnitee’s conduct was unlawful, Indemnitee shall be considered
for the purposes hereof to have been wholly successful with respect thereto.



(b) If Indemnitee is entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of the expenses (including attorneys’ fees), judgments, fines or
amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with any action, suit, proceeding or investigation, or in defense of any
claim, issue or matter therein, and any appeal therefrom but not, however, for the total amount
thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses
(including attorneys’ fees), judgments, fines or amounts paid in settlement to which Indemnitee is
entitled.



Section 3. Advance Payment of Expenses; Notification and Defense of Claim.



(a) Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or
pending civil, criminal, administrative or investigative action, suit or proceeding, or in
connection with an enforcement action pursuant to Section 4(b), shall be paid by the Company in
advance of the final disposition of such action, suit or proceeding. The Company shall pay the
expenses (including attorneys’ fees) incurred by an indemnitee in defending any proceeding in
advance of its final disposition provided that the Indemnitee acted in good faith and in a
manner the Indemnitee reasonably believed to be not opposed to the best interests of the Company or
had no reasonable cause to believe the Indemnitee’s conduct was unlawful. The initial
determination of whether any advance of expenses under this Section 3(a) is permissible shall be
made, at the election of the Indemnitee, (i) by a majority vote of the disinterested directors not
parties to such proceeding, even though less than a quorum, or (ii) by a committee of such
directors designated by a majority vote of such directors, even though less than a quorum, or
(iii) by independent legal counsel selected by Indemnitee with reasonable approval of a majority of
the disinterested directors not parties to such proceeding or an officer duly authorized by the
Board of Directors (such approval to be limited to such legal counsel’s independence), or (iv) by
the stockholders. The reasonable fees and expenses of any special legal counsel engaged to
determine the permissibility of advance of expenses shall be borne by the Company. The payment of
expenses incurred by an Indemnitee in advance of the final disposition of the proceeding shall be
made only upon receipt of an undertaking from such Indemnitee to repay all amounts advanced if it
should be ultimately determined that the Indemnitee is not entitled to be indemnified under this
Section 3(a) or otherwise. Expenses authorized under this Section 3(a) shall be paid within thirty
(30) days after receipt by the Company of (i) a statement or statements from Indemnitee requesting
such advance or advances from time to time, and (ii) an undertaking by or on behalf of Indemnitee
to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined
that Indemnitee is not entitled to be indemnified by the Company as authorized by this Agreement or
otherwise. Such undertaking shall be accepted without reference to the financial ability of
Indemnitee to make such repayment. Advances shall be unsecured and interest-free.



(b) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or
proceeding, Indemnitee shall, if a claim thereof is to be made against the Company hereunder,
notify the Company of the commencement thereof. The failure to promptly notify the Company of the
commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will
not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the
extent the Company is prejudiced in its defense of such action, suit or proceeding as a result of
such failure. In addition, Indemnitee shall give the Company such information and cooperation as
it may reasonably require and as shall be within Indemnitee’s power.



(c) In the event the Company shall be obligated to pay the expenses of Indemnitee with respect
to an action, suit or proceeding, as provided in this Agreement, the Company, if appropriate, shall
be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably
acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do
so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of
such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for
any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit or
proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel in
such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by
Indemnitee has been previously authorized in writing by the Company, (ii) counsel to the Company or
Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or
reasonably believes that a conflict is likely to arise, on any significant issue between the
Company and Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact,
have employed counsel to assume the defense of such action, suit or proceeding, then the fees and
expenses of Indemnitee’s counsel shall be at the expense of the Company, except as otherwise
expressly provided by this Agreement.



(d) Notwithstanding any other provision of this Agreement to the contrary, to the extent that
Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Company or any
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which
Indemnitee is or was serving or has agreed to serve at the request of the Company, a witness or
otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party
in the action, suit or proceeding, the Company shall indemnify Indemnitee against all expenses
(including attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith.



Section 4. Procedure for Indemnification



(a) To obtain indemnification, Indemnitee shall promptly submit to the Company a written
request, including therein or therewith such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to what extent
Indemnitee is entitled to indemnification. The Company shall, promptly upon receipt of such a
request for indemnification, advise the Board of Directors in writing that Indemnitee has requested
indemnification.



(b) The Company’s determination whether to grant Indemnitee’s indemnification request shall be
made promptly, and in any event within 30 days following receipt of a request for indemnification
pursuant to Section 4(a). The right to indemnification as granted by Section 1 of this Agreement
shall be enforceable by Indemnitee in any court of competent jurisdiction if the Company denies
such request, in whole or in part, or fails to respond within such 30-day period. It shall be a
defense to any such action (other than an action brought to enforce a claim for the advance of
costs, charges and expenses under Section 3 hereof where the required undertaking, if any, has been
received by the Company) that Indemnitee has not met the standard of conduct set forth in Section 1
hereof, but the burden of proving such defense by clear and convincing evidence shall be on the
Company. Neither the failure of the Company (including its Board of Directors or one of its
committees, its independent legal counsel, and its stockholders) to have made a determination prior
to the commencement of such action that indemnification of Indemnitee is proper in the
circumstances because Indemnitee has met the applicable standard of conduct set forth in Section 1
hereof, nor the fact that there has been an actual determination by the Company (including its
Board of Directors or one of its committees, its independent legal counsel, and its stockholders)
that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that Indemnitee has or has not met the applicable standard of conduct. The
Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully
establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding or
otherwise shall also be indemnified by the Company.



(c) The Indemnitee shall be presumed to be entitled to indemnification under this Agreement
upon submission of a request for indemnification pursuant to this Section 4, and the Company shall
have the burden of proof in overcoming that presumption in reaching a determination contrary to
that presumption. Such presumption shall be used as a basis for a determination of entitlement to
indemnification unless the Company overcomes such presumption by clear and convincing evidence.



Section 5. Insurance and Subrogation.



(a) The Company may purchase and maintain insurance on behalf of Indemnitee who is or was or
has agreed to serve at the request of the Company as a director or officer of the Company, or is or
was serving at the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against
any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such
capacity, or arising out of Indemnitee’s status as such, whether or not the Company would have the
power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the
Company has such insurance in effect at the time the Company receives from Indemnitee any notice of
the commencement of a proceeding, the Company shall give prompt notice of the commencement of such
proceeding to the insurers in accordance with the procedures set forth in the policy. The Company
shall thereafter take all reasonably necessary or desirable action to cause such insurers to pay,
on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with
the terms of such policy.



(b) In the event of any payment by the Company under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with
respect to any insurance policy, who shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are necessary to enable
the Company to bring suit to enforce such rights in accordance with the terms of such insurance
policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by
Indemnitee in connection with such subrogation.



(c) The Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise
taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has
otherwise actually received such payment under this Agreement or any insurance policy, contract,
agreement or otherwise.



Section 6. Certain Definitions. For purposes of this Agreement, the following
definitions shall apply:



(a) The term “action, suit or proceeding” shall be broadly construed and shall include,
without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration
and appeal of, and the giving of testimony in, any threatened, pending or completed claim, action,
suit or proceeding, whether civil, criminal, administrative or investigative.



(b) The term “by reason of the fact that Indemnitee is or was a director, consultant, or
officer of the Company, or while serving as a director or officer of the Company, is or was serving
or has agreed to serve at the request of the Company as a director, consultant, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise” shall be broadly construed and shall include, without limitation, any actual or alleged
act or omission to act.



(c) The term “expenses” shall be broadly and reasonably construed and shall include, without
limitation, all direct and indirect costs of any type or nature whatsoever (including, without
limitation, all attorneys’ fees and related disbursements, appeal bonds, other out-of-pocket costs
and reasonable compensation for time spent by Indemnitee for which Indemnitee is not otherwise
compensated by the Company or any third party, provided that the rate of compensation and estimated
time involved is approved by the Board, which approval shall not be unreasonably withheld),
actually and reasonably incurred by Indemnitee in connection with either the investigation, defense
or appeal of a proceeding or establishing or enforcing a right to indemnification under this
Agreement, Section 145 of the DGCL or otherwise.



(d) The term “Indemnitee” shall include the Indemnitee’s spouse.



(e) The term “judgments, fines and amounts paid in settlement” shall be broadly construed and
shall include, without limitation, all direct and indirect payments of any type or nature
whatsoever (including, without limitation, all penalties and amounts required to be forfeited or
reimbursed to the Company), as well as any penalties or excise taxes assessed on a person with
respect to an employee benefit plan).



(f) The term “Company” shall include, without limitation and in addition to the resulting
corporation, any constituent corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that any person who is
or was a director, officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall
stand in the same position under the provisions of this Agreement with respect to the resulting or
surviving corporation as he or she would have with respect to such constituent corporation if its
separate existence had continued.



(g) The term “other enterprises” shall include, without limitation, employee benefit plans.



(h) The term “serving at the request of the Company” shall include, without limitation, any
service as a director, officer, employee or agent of the Company which imposes duties on, or
involves services by, such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries.



(i) A person who acted in good faith and in a manner such person reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner “not opposed to the best interests of the Company” as referred to in this
Agreement.



Section 7. Limitation on Indemnification. Notwithstanding any other provision herein
to the contrary, the Company shall not be obligated pursuant to this Agreement:



(a) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee
with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except
with respect to an action, suit or proceeding brought to establish or enforce a right to
indemnification (which shall be governed by the provisions of Section 7(b) of this Agreement),
unless such action, suit or proceeding (or part thereof) was authorized or consented to by the
Board of Directors of the Company.



(b) Action for Indemnification. To indemnify Indemnitee for any expenses incurred by
Indemnitee with respect to any action, suit or proceeding instituted by Indemnitee to enforce or
interpret this Agreement, unless Indemnitee is successful in establishing Indemnitee’s right to
indemnification in such action, suit or proceeding, in whole or in part, or unless and to the
extent that the court in such action, suit or proceeding shall determine that, despite Indemnitee’s
failure to establish their right to indemnification, Indemnitee is entitled to indemnity for such
expenses; provided, however, that nothing in this Section 7(b) is intended to limit the Company’s
obligation with respect to the advancement of expenses to Indemnitee in connection with any such
action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, as
provided in Section 3 hereof.



(c) Section 16 Violations. To indemnify Indemnitee for expenses or the payment of
profits arising from the purchase and sale by Indemnitee of securities in violation of Section
16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.



(d) Non-compete and Non-disclosure. To indemnify Indemnitee in connection with
proceedings or claims involving the enforcement of non-compete and/or non-disclosure agreements or
the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements
the Indemnitee may be a party to with the Company, or any subsidiary of the Company or any other
applicable foreign or domestic corporation, partnership, joint venture, trust or other enterprise,
if any.



(e) Unlawful Indemnification. To indemnify the Indemnitee if a final decision by a
court having jurisdiction in the matter shall determine that such indemnification is prohibited by
law. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or public
policy may override applicable state law and prohibit the Company from indemnifying its directors
and officers under this Agreement or otherwise. For example, the Company and Indemnitee
acknowledge that the Securities and Exchange Commission (the “SEC”) has taken the position
that indemnification is not permissible for liabilities arising under certain federal securities
laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee
understands and acknowledges that the Company has undertaken or may be required in the future to
undertake with the SEC to submit the question of indemnification to a court in certain
circumstances for a determination of the Company’s right under public policy to indemnify
Indemnitee.



Section 8. Certain Settlement Provisions. The Company shall have no obligation to
indemnify Indemnitee under this Agreement for amounts paid in settlement of any action, suit or
proceeding without the Company’s prior written consent, which shall not be unreasonably withheld.



Section 9. Savings Clause. If any provision or provisions of this Agreement shall be
invalidated on any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify Indemnitee as to costs, charges and expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, including an action by or in the right of
the Company, to the full extent permitted by any applicable portion of this Agreement that shall
not have been invalidated and to the full extent permitted by applicable law.



Section 10. Contribution. In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for herein is held by a court of competent
jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event,
the Company shall, to the fullest extent permitted by law, contribute to the payment of
Indemnitee’s costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, in an amount that is just and equitable in the circumstances,
taking into account, among other things, contributions by other directors and officers of the
Company or others pursuant to indemnification agreements or otherwise; provided, that, without
limiting the generality of the foregoing, such contribution shall not be required where such
holding by the court is due to (a) the failure of Indemnitee to meet the standard of conduct set
forth in Section 1 hereof, or (b) any limitation on indemnification set forth in Section 5(c), 7 or
8 hereof.



Section 11. Form and Delivery of Communications. Any notice, request or other
communication required or permitted to be given to the parties under this Agreement shall be in
writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or
courier service, or certified or registered mail, return receipt requested, postage prepaid, to
the parties at the following addresses (or at such other addresses for a party as shall be
specified by like notice):



If to the Company:




TechniScan, Inc.


3216 South Highland Drive, Suite 200


Salt Lake City, UT 841065



Attn: David C. Robinson



Facsimile: (801) 747-1099



Email: drobinson@techniscanmedical.com



With a copy to:




Greenberg Traurig, P.A.


5100 Town Center Circle, Suite 400


Boca Raton, FL 33486



Attn: Jeffery A. Bahnsen, Esq.



Facsimile: (561) 367-6250



Email: Bahnsenj@gtlaw.com



If to Indemnitee:




At the address set forth below Indemnitee’s signature hereto



Section 12. Subsequent Legislation. If the DGCL is amended after adoption of this
Agreement to expand further the indemnification permitted to directors or officers, then the
Company shall indemnify Indemnitee to the fullest extent permitted by the DGCL, as so amended.



Section 13. Nonexclusivity. The provisions for indemnification and advancement of
expenses set forth in this Agreement shall not be deemed exclusive of any other rights which
Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or
Bylaws, in any court in which a proceeding is brought, the vote of the Company’s stockholders or
disinterested directors, other agreements or otherwise, and Indemnitee’s rights hereunder shall
continue as to Indemnitee for any action taken or not taken while serving in an indemnified
capacity even though he or she may have ceased to serve in any such capacity at the time of any
action, suit or other covered proceeding. However, no amendment or alteration of the Company’s
Certificate of Incorporation or Bylaws or any other agreement shall adversely affect the rights
provided to Indemnitee under this Agreement



Section 14. Enforcement. The Company shall be precluded from asserting in any
judicial proceeding that the procedures and presumptions of this Agreement are not valid, binding
and enforceable. The Company agrees that its execution of this Agreement shall constitute a
stipulation by which it shall be irrevocably bound in any court of competent jurisdiction in which
a proceeding by Indemnitee for enforcement of his rights hereunder shall have been commenced,
continued or appealed, that its obligations set forth in this Agreement are unique and special, and
that failure of the Company to comply with the provisions of this Agreement will cause irreparable
and irremediable injury to Indemnitee, for which a remedy at law will be inadequate. As a result,
in addition to any other right or remedy Indemnitee may have at law or in equity with respect to
breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing
specific performance by the Company of its obligations under this Agreement.



Section 15. Interpretation of Agreement. It is understood that the parties hereto
intend this Agreement to be interpreted and enforced so as to provide indemnification to Indemnitee
to the fullest extent now or hereafter permitted by law.



Section 16. Entire Agreement. This Agreement and the documents expressly referred to
herein constitute the entire agreement between the parties hereto with respect to the matters
covered hereby, and any other prior or contemporaneous oral or written understandings or agreements
with respect to the matters covered hereby are expressly superseded by this Agreement.



Section 17. Modification and Waiver. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.



Section 18. Successor and Assigns. All of the terms and provisions of this Agreement
shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto
and their respective successors, spouses, assigns, heirs, executors, administrators and legal
representatives.



Section 19. Consent to Jurisdiction. The Company and the Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in
connection with any action or proceeding which arises out of or relates to this Agreement.



Section 20. Governing Law. This Agreement shall be governed exclusively by and
construed according to the laws of the State of Delaware, without giving effect to principles of
conflict of law.



Section 21. Employment Rights. Nothing in this Agreement is intended to create in
Indemnitee any right to employment or continued employment.



Section 22. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original and all of which together shall be deemed to be one
and the same instrument, notwithstanding that both parties are not signatories to the original or
same counterpart.



Section 23. Headings. The section and subsection headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.



IN WITNESS WHEREOF, this Indemnification Agreement has been duly executed and delivered to be
effective as of the date first above written.



TECHNISCAN, INC.,




a Delaware corporation



By       




Name:




Title:



INDEMNITEE:



Sign:      




Name:




Address: