Filed by Automated Filing Services Inc. (604) 609-0244 - XLR Medical Corp. - Exhibit 10.1





 LOAN AGREEMENT


THIS AGREEMENT dated as of the 8th day of March, 2004. 


BETWEEN: 


  
    
      
        
          
            
               689158 B.C. Ltd., c/o O’Neill & Taylor
                Law Corporation Barrister and Solicitors 

                Suite 1880 – 1055 West Georgia Street 

                Box 11122 

                Vancouver, British Columbia 

                V6E 3P3 

               (hereinafter called the “Borrower”) 

            

          

        

      

    

  



 OF THE FIRST PART 


AND: 


  
    
      
        
          
            
               THE CHARLES F. WHITE CORPORATION, 

                c/o 150 – 10760 Shellbridge Way

                Richmond, British Columbia 

                V6X 3H1 

               (hereinafter called the “Lender”) 

            

          

        

      

    

  



 OF THE SECOND PART 


WHEREAS: 

 A.                             The
  Borrower has requested that the Lender lend $500,000 US to the Borrower;


 B.                             The
  Lender has agreed to lend such sum to the Borrower subject to the terms and
  upon the conditions hereinafter set forth. 

 NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration
  of the sum of $1.00 paid by each party to the other (the receipt of which
  is hereby acknowledged) the parties hereto mutually covenant and agree as follows:


 1.                            
  INTERPRETATION

 1.1                         
  Definitions. Where used herein or in any amendment hereto each of the
  following words and phrases shall have the meanings set forth as follows: 

	 	 (a)      	 “Agreement” means this Loan Agreement
        including the Schedules hereto together with any amendments hereof; 












 - 2 - 

	 	 (b)      	 “Event of Default” means any event set
        forth in paragraph 4.1; 

	 
	 	 (c)      	 “Loan” means the loan of $500,000
        (US) to be made by the Lender to the Borrower in accordance with this
        Agreement; 

	 
	 	 (d)      	 “Maturity Date” means the 2nd day of
        July, 2004; and 

	 
	 	 (e)      	 “Principal Sum” means the sum of $500,000
        (US). 



 1.2                          
  Number and Gender. Wherever the singular or the masculine are used herein
  the same shall be deemed to include the plural or the feminine or the body politic
  or corporate where the context or the parties so require. 

 1.3                          
  Headings. The headings to the articles, paragraphs, subparagraphs or
  clauses of this Agreement are inserted for convenience only and shall not affect
  the construction hereof. 

 1.4                          
  References. Unless otherwise stated a reference herein to a numbered
  or lettered article, paragraph, subparagraph or clause refers to the article,
  paragraph, subparagraph or clause bearing that number or letter in this Agreement.
  A reference to this Agreement or herein means this Loan Agreement, including
  the Schedules hereto, together with any amendments thereof. 

 1.5                           
  Currency. All dollar amounts expressed herein refer to lawful currency
  of the United States of America. 

 2.                            
  TERMS OF LOAN

 2.1                          
  Loan and Repayment. The Lender hereby agrees to lend to the Borrower
  the Principal Sum and the Borrower acknowledges receipt of the Principal Sum.
  The Loan shall be made in United States currency and shall be repaid by the
  Borrower on the Maturity Date. The Borrower will loan the proceeds of the Loan
  to TSI Medical Corp., which will in turn use the proceeds of such loan to fund
  the performance of its obligations under the letter of intent dated January
  14, 2004 with Exelar Corporation. 

 2.2                          
  Interest. The Borrower acknowledges that the Principal Sum has been advanced
  to it in tranches on the dates set out in Schedule “B”. The Borrower
  shall, before the Maturity Date, pay on the amount of each tranche of the Principal
  Sum remaining unpaid from time to time from and after the date of the advance
  of such tranche (as shown in Schedule “B”) interest at a rate of
  12% per annum, payable on the Maturity Date. In the event of default, the Borrower
  shall pay interest from the date of default at the rate of 2% per month compounded
  monthly. 

 2.3                          
  Bonus. As additional consideration for the Loan, the Borrower hereby
  agrees to pay to the Lender at the Maturity Date a cash bonus of $80,000.

 2.4                          
  Promissory Note(s). The Loan and the Bonus payable on the Maturity Date
  shall be evidenced by a promissory note(s) executed by the Borrower in favour
  of the Lender in the form attached hereto as Schedule “A” (the “Promissory
  Note(s)”). 








 - 3 - 

 3.                            
  SECURITY

 3.1                          
  Security. To secure the repayment of the Loan and the payment of all
  other monies due hereunder, TSI Medical Corp. shall guarantee repayment pursuant
  to a guarantee in the form attached hereto as Schedule “C” (the
  “Guarantee”) and to secure such guarantee will grant to the Lender
  a pledge of certain shares of TechniScan, Inc. in the form attached hereto as
  Schedule “D” (the “Share Pledge Agreement”). 

 4.                            
  REPRESENTATIONS AND WARRANTIES

 4.1                          
  Representations. The Borrower represents and warrants to the Lender,
  and acknowledges that the Lender is relying upon such representations and warranties
  in entering into this Agreement, as follows: 

	 	 (a)      	 this Agreement has been duly authorized by all required
        corporate action on the part of the Borrower; 

	 
	 	 (b)      	 the Borrower has the capacity to enter into this
        Agreement, and the execution of this Agreement and the completion of the
        transactions contemplated hereby shall not be in violation of the corporate
        constitution of the Borrower or any agreement to which the Borrower is
        a party; 

	 
	 	 (c)      	 there are 9,492,667 shares of common stock of TSI
        Medical Corp. issued and outstanding as of the date hereof, and there
        are no other shares now outstanding; 

	 
	 	 (d)      	 there are 54,367 warrants of TSI Medical Corp. outstanding
        entitling the holders to purchase a total of 54,367 shares of common stock
        of TSI Medical Corp. at a fixed price of $0.75 per share at any time
        prior to October 1, 2006, there are no other securities, rights or obligations
        convertible into or exchangeable for, or giving any person any right to
        acquire, any shares of TSI Medical Corp. outstanding; 

	 
	 	 (e)      	 attached hereto as Schedule “A” is a
        true and correct copy of the letter of intent between TSI Medical Corp.
        and Exelar Corporation and same has not been amended or waived by either
        party; and 

	 
	 	 (f)      	 to the knowledge of the Borrower, after due inquiry
        of Techniscan, there are 6,197,133 shares of Common Stock, 4,357,700 shares
        of Series A Preferred Stock, and 6,301,668 shares of Series B Preferred
        Stock of Techniscan issued and outstanding as of the date hereof. 



 5.                            
  EVENTS OF DEFAULT AND REMEDIES

 5.1                          
  Events of Default. Any one or more of the following events, whether or
  not any such event shall be voluntary or involuntary or be effected by operation
  of law or pursuant to or in compliance with any judgment, decree or order of
  any court or any order, rule or regulation of any administrative or governmental
  body, shall constitute an Event of Default: 








 - 4 - 

	 	 (a)      	 if the Borrower defaults in the payment of any monies
        due under the Promissory Note(s) as and when the same is due; 

	 
	 	 (b)      	 if the Borrower defaults in the observance or performance
        of any other provision hereof; 

	 
	 	 (c)      	 if an order is made or a resolution is passed or
        a petition is filed for the liquidation or winding-up of the Borrower;
      

	 
	 	 (d)      	 if the Borrower commits an act of bankruptcy or
        makes a general assignment for the benefit of its creditors or otherwise
        acknowledges its insolvency; or 



 5.2                          
  Remedies Upon Default. Upon the occurrence of any Event of Default and
  at any time thereafter, provided that the Borrower has not by then remedied
  such Event of Default, the Lender may, in its discretion, by notice to the Borrower,
  declare this Agreement to be in default. At any time thereafter, while the Borrower
  shall not have remedied such Event of Default, the Lender, in its discretion,
  may: 

	 	 (a)      	 declare the Loan and other monies owing by the Borrower
        to the Lender to be immediately due and payable; 

	 
	 	 (b)      	 demand payment from the Borrower and TSI Medical
        Corp. and exercise any or all of its remedies under this Agreement the
        Guarantee and the Share Pledge Agreement. 



 5.3                          
  Other Security. The rights and powers conferred by subparagraph 5.2 are
  in addition to and not in substitution for the Guarantee, the Share Pledge Agreement
  or any other security, which the Lender now or from time to time may hold or
  take from the Borrower in relation to this Agreement. 

 5.4                          
  Remedies Non-Exclusive. No remedy conferred on the Lender hereby or in
  the Share Pledge Agreement is intended to be exclusive. Each and every remedy
  shall be cumulative and shall be in addition to every other remedy given hereunder
  or under the Guarantee and/or the Share Pledge Agreement or now or hereafter
  existing at law or in equity or by statute or otherwise. The exercise or commencement
  of exercise by the Lender of any one or more of such remedies shall not preclude
  the simultaneous or later exercise by the Lender of any or all other such remedies.


 6.                            
  MISCELLANEOUS

 6.1                          
  Notices. Any notice required or permitted to be given under this Agreement
  shall be in writing and may be given by delivering same or mailing same by registered
  mail or sending same by telegram, telex, telecopier or other similar form of
  communication to the following addresses: 








 - 5 - 

	 	 	The Borrower: 	 c/o O’Neill & Taylor Law Corporation  
	 	 	  	 Barrister and Solicitors  
	 	 	  	 Suite 1880 – 1055 West Georgia Street  
	 	 	  	 Box 11122  
	 	 	  	 Vancouver, British Columbia  
	 	 	  	 V6E 3P3  
	 	 	  	 Telecopier No.: (604) 687-6650  
	 	 	  	 
	 	 	 The Lender:  	 150 – 10760 Shellbridge Way  
	 	 	  	 Richmond, British Columbia  
	 	 	  	 V6X 3H1  
	 	 	  	 Telecopier No.: (604) 276-2681  



Any notice so given shall: 

	 	 (a)      	 if delivered, be deemed to have been given at the
        time of delivery; 

	 
	 	 (b)      	 if mailed by registered mail, be deemed to have
        been given on the fifth business day after and excluding the day on which
        it was so mailed, but should there be, at the time of mailing or between
        the time of mailing and the deemed receipt of the notice, a mail strike,
        slowdown or other labour dispute which might affect the delivery of such
        notice by the mails, then such notice shall be only effective if actually
        delivered; and 

	 
	 	 (c)      	 if sent by telegraph, telex, telecopier or other
        similar form of communication, be deemed to have been given or made on
        the first business day following the day on which it was sent. 



 Any party may give written notice of a change of address in
  the aforesaid manner, in which event such notice shall thereafter be given to
  such party as above provided at such changed address. 

 6.2                          
  Amendments. Neither this Agreement nor any provision hereof may be amended,
  waived, discharged or terminated orally, but only by an instrument in writing
  signed by the party against whom enforcement of the amendment, waiver, discharge
  or termination is sought. 

 6.3                          
  Entire Agreement. This Agreement embodies the entire agreement and understanding
  between the parties hereto and supersedes all prior agreements and undertakings,
  whether oral or written, pertaining to the subject matter hereof. 

 6.4                          
  Action on Business Day. If the date upon which any act or payment hereunder
  is required to be done or made falls on a day which is not a business day, then
  such act or payment shall be performed or made on the first business day next
  following. 

 6.5                          
  No Merger of Judgment. The taking of a judgment on any covenant contained
  herein or on any covenant set forth in any other security for payment of any
  indebtedness hereunder or performance of the obligations hereby secured shall
  not operate as a merger of any such covenant or affect the Lender’s right
  to interest at the rate and times provided in this 








 - 6 - 

 Agreement on any money owing to the Lender under any covenant
  herein or therein set forth and such judgment shall provide that interest thereon
  shall be calculated at the same rate and in the same manner as herein provided
  until such judgment is fully paid and satisfied. 

 6.6                          
  Severability. If any one or more of the provisions of this Agreement
  should be invalid, illegal or unenforceable in any respect in any jurisdiction,
  the validity, legality or enforceability of such provision shall not in any
  way be affected or impaired thereby in any other jurisdiction and the validity,
  legality and enforceability of the remaining provisions contained herein shall
  not in any way be affected or impaired thereby. 

 6.7                          
  Successors and Assigns. This Agreement shall enure to the benefit of
  and be binding upon all parties hereto and their respective heirs, personal
  representatives, successors and assigns, as the case may be. 

 6.8                          
  Governing Law. This Agreement shall be governed by and be construed in
  accordance with the laws of the Province of British Columbia. 

 6.9                          
  Time. Time is of the essence of this Agreement. 

 6.10                        
  Consent to Jurisdiction 

	 (1)      	 The Borrower hereby irrevocably submits to the jurisdiction
        of any British Columbia court sitting in Vancouver, British Columbia,
        in any action or proceeding arising out of or relating to this Agreement,
        and hereby irrevocably agrees that all claims in respect of any such action
        or proceeding may be heard and determined in such British Columbia court.
        Each Borrower hereby irrevocably waives, to the fullest extent it may
        effectively do so, the defence of an inconvenient forum to the maintenance
        of such action or proceeding. The Borrower agrees that a final judgement
        in any such action or proceeding shall be conclusive and may be enforced
        in other jurisdictions by suit on the judgment or in any other manner
        provided by law. 

	 
	 (2)      	 Nothing in this Section shall affect the right of
        the Lender to serve legal process in any other manner permitted by law
        or affect the right of the Lender to bring any action or proceeding against
        the Borrower or its property in the courts of other jurisdictions. 

	 
	 (3)      	 The Borrower hereby appoints Northwest Law Group
        as its agent in British Columbia to receive service of any legal process
        in connection with this Agreement. 



 6.11                         
  Headings. The headings of the paragraphs of this Agreement are inserted
  for convenience only and do not define, limit, enlarge or alter the meanings
  of any paragraph or clause herein. 








 - 7 - 

 IN WITNESS WHEREOF the parties hereto have caused this
  Agreement to be duly executed and delivered as of the day and year first written
  above. 

	 689158 B.C. Ltd.  	 
	 by its authorized signatory:  	 
	  	 
	 /s/ Derek R. Van Laare 
    	 
	 DEREK R. VAN LAARE,  	 
	 President & Director  	 
	  	 
	 	 
	 	 
	 THE CHARLES F. WHITE CORPORATION  	 
	 by its authorized signatory:  	 
	  	 
	 /s/ David Aisenstat  	 
	 Name  DAVID AISENSTAT  	 
	 Title    President & CEO  	 











 SCHEDULE “A”


PROMISSORY NOTE(S) 





 PROMISSORY NOTE 

  (LOAN) 

 FOR VALUE RECEIVED the undersigned hereby promises
  to pay to or to the order of THE CHARLES F. WHITE CORPORATION (the "Lender")
  at 150 – 10760 Shellbridge Way Richmond, British Columbia, V6X 3H1, on
  July 2, 2004 (the “Maturity Date”), the principal sum of $500,000
  (US) together with interest thereon at the rate of 12% per annum from the date
  of advancement of funds. 

 Should the undersigned commit an event of default under the
  terms and conditions of the loan agreement between the undersigned and the Lender
  dated the 8th day of March, 2004, the principal sum remaining unpaid together
  with interest thereon as aforesaid shall be due and payable forthwith without
  demand and shall bear interest from the date of such default at the rate of
  2% per month, compounded monthly. 

 The undersigned waives presentment, demand, notice, protest
  and notice of dishonour and all other demands and notices in connection with
  the delivery, acceptance, performance, default or enforcement of this Promissory
  Note. 

 The undersigned agrees this Promissory Note may be negotiated,
  assigned, discounted, or pledged by the Lender and in every case payment will
  be made to the holder of this Promissory Note instead of the Lender upon notice
  being given by the holder to the undersigned, and no holder of this Promissory
  Note will be affected by the state of accounts between the undersigned and the
  Lender or by any equities existing between the undersigned and the Lender and
  will be deemed to be a holder in due course and for the value of the Promissory
  Note held by him. 

 DATED at Vancouver, British Columbia, this 8th day of March,
  2004. 

 TSI MEDICAL CORP. 

	Per:  	  	 
	 	 	 
	 	 	 
	 	 DEREK R. VAN LAARE, Director  	 








 PROMISSORY NOTE 

  (BONUS)

 FOR VALUE RECEIVED the undersigned hereby promises
  to pay to or to the order of THE CHARLES F. WHITE CORPORATION (the "Lender")
  at 150 – 10760 Shellbridge Way Richmond, British Columbia, V6X 3H1, on
  July 2, 2004 (the “Maturity Date”), the principal sum of $80,000
  (US) together with no interest. 

 Should the undersigned commit an event of default under the
  terms and conditions of the loan agreement between the undersigned and the Lender
  dated the 8th day of March, 2004, the principal sum remaining unpaid shall be
  due and payable forthwith without demand and shall bear interest from the date
  of such default at the rate of 2% per month, compounded monthly. 

 The undersigned waives presentment, demand, notice, protest
  and notice of dishonour and all other demands and notices in connection with
  the delivery, acceptance, performance, default or enforcement of this Promissory
  Note. 

 The undersigned agrees this Promissory Note may be negotiated,
  assigned, discounted, or pledged by the Lender and in every case payment will
  be made to the holder of this Promissory Note instead of the Lender upon notice
  being given by the holder to the undersigned, and no holder of this Promissory
  Note will be affected by the state of accounts between the undersigned and the
  Lender or by any equities existing between the undersigned and the Lender and
  will be deemed to be a holder in due course and for the value of the Promissory
  Note held by him. 

 DATED at Vancouver, BC, this 8th day of March, 2004. 

 TSI MEDICAL CORP. 

	Per:  	  	 
	 	 	 
	 	 	 
	 	 DEREK R. VAN LAARE, Director  	 










 SCHEDULE “B”


DATE AND AMOUNT OF ADVANCES 

	 November 26, 2003  	 US$50,000  
	 	 
	 January 1, 2004  	 US$50,000  
	 	 
	 February 2, 2004	 US$55,000  
	 	 
	 February 20, 2004	 US$20,000  
	 	 
	 March 2, 2004	 US$325,000  











 SCHEDULE “C”


GUARANTEE 








 GUARANTEE 

 This Guarantee dated as of March 8, 2004 made by TSI MEDICAL
  CORP. (the “Guarantor”) to and in favour of THE CHARLES F.
  WHITE CORPORATION (the “Lender”) as lender under the Loan Agreement
  hereinafter referred to. 


WHEREAS: 

	 A.      	 689158 B.C. Ltd. (the “Borrower”)
        has entered into a loan agreement with the Lender dated as of the date
        hereof (as such agreement may at any time or from time tot time be amended,
        supplemented, extended or otherwise modified or restated, the “Loan
        Agreement”) pursuant to which a loan in the principal amount
        of US$500,000 is being advanced by the Lender to the Borrower (the
        “Loan”). 

	 	 
	 B.      	 It is a condition of the advance of the Loan by
        the lender to the Borrower that the Guarantor execute and deliver this
        guarantee to and in favour of the Lender as collateral security for the
        payment and performance of the Guaranteed Obligations (as hereinafter
        defined). 



 NOW THEREFORE WITNESSETH that in consideration of the
  payment of the sum of $1.00 in lawful money of Canada by the Lender to the
  Guarantor and other good and valuable consideration, the receipt and sufficiency
  of which is hereby acknowledged, the Guarantor herby covenants, declares and
  agrees as follows: 

	 1.      	 Guarantee. The Guarantor hereby
        irrevocably and unconditionally guarantees the due and punctual performance
        and payment to the Lender, whether at stated maturity, by acceleration
        or otherwise, of all obligations of the Borrower to the Lender, now or
        hereafter existing under or pursuant to the Loan Agreement, whether for
        principal, interest, bonus, fees, expenses, indemnity or otherwise, and
        any and all out-of-pocket expenses (including counsel fees and disbursements
        on a solicitor and own client basis) incurred by the Lender in enforcing
        any of its rights under this guarantee (such obligations being herein
        called the “Guaranteed Obligations”) 

	 
	 2.      	 Absolute Liability. The Guarantor
        guarantees that the Guaranteed Obligations will be paid and performed
        strictly in accordance with the terms of the Loan Agreement. The liability
        of the Guarantor under this guarantee shall be absolute and unconditional
        irrespective of: 

	 
	 	 a.     
      
	 the lack of validity or enforceability of any terms
        of the Loan Agreement or any security granted to the Lender by the Borrower
        or any other person or persons pursuant to the terms of the Loan Agreement;
      

	 
	 	 b.      
	 any consent by the Borrower or any other person
        as to the amount of the Guaranteed Obligations or the validity or enforceability
        of any terms of the Loan Agreement; 

	 
	 	 c.      
	 any defence, counter-claim or right of set-off available
        to the Borrower; 

	 
	 	 d.      
	 any extension of the time or times for payment of
        the Guaranteed Obligations or any other indulgences the Lender may grant
        to the Borrower; 

	 
	 	 e.      
	 any dealings with the security which the Lender
        holds or may hold pursuant to the terms and conditions of the Loan Agreement,
        including the taking and giving up of securities, the accepting of compositions
        and the granting of releases and discharges; 









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	 	 f.  	 the assignment of all or
        any part of the benefits of this guarantee;  

	  	 	 
	 	 g.  	 any modification or amendment
        of or supplement to the Guaranteed Obligations or the Loan Agreement,
        including, without limitation, any assignment or assumption of the commitment
        or commitments of the Lender under the Loan Agreement and any increase
        or decrease in the principal, the rates of interest or other amounts payable
        under the Loan Agreement; or

	  	 	 
	 	 h.  	 any other circumstances
        which might otherwise constituted a defence available to or a discharge
        of a guarantor, the Borrower or any other person in respect of the Guaranteed
        Obligations, or of the Guarantor in respect to this guarantee. 





	 3. 	 Remedies.  The
        Guarantor agrees that the Lender shall not be bound to seek or exhaust
        its recourses against the Borrower or any other person or to realize on
        any security it may hold in respect of the Guaranteed Obligations before
        being entitled to payment hereunder. Should the Lender elect to realize
        on any security it may hold, either before, concurrently with our after
        demand for payment under this guarantee, the Guarantor shall have no right
        of discussion or division.

	  	 
	 4. 	 Amount of Guaranteed
        Obligations.  Any account settled or stated by or between the
        Lender and the Borrower or, if any such account has not been so settled
        or stated immediately before demand for payment under this guarantee,
        any account thereafter stated by the Lender shall, in the absence of demonstrated
        error, be accepted by the Guarantor as conclusive evidence of the amount
        of the Guaranteed Obligations which at the date of the account so settled
        or stated is due by the Borrower to the Lender or remains unpaid by the
        Borrower to the Lender.

	  	 
	 5. 	 Payment on Demand. 
        The Guarantor shall make payment to the Lender of the amount of the Guaranteed
        Obligations forthwith after demand therefore is made in writing to it,
        and such demand shall be deemed to have been effectively made when an
        envelope containing such demand addressed to the Guarantor at: 810 Peace
        Portal Drive, Suite 202, Blaine, Washington 98230, Attention: ________________
        , is personally delivered to such address or is deposited, postage prepaid
        and registered, in any post office within or outside Canada. The indebtedness
        of the Guarantor hereunder shall bear interest from the date of such demand
        to the date of payment thereof in full at the rate or rates of interest
        applicable to the Guaranteed Obligations under and calculated in the manner
        provided in the Loan Agreement.

	  	 
	 6. 	 Subrogation and Repayment. 
        Upon receipt by the Lender of any payments on account of liability under
        this guarantee, whether by realization on security or otherwise, the Guarantor
        shall not be entitled to claim repayment against the Borrower until the
        Lender’s claims against the Borrower in respect of the Guaranteed
        Obligations have been repaid in full. In the case of the liquidation,
        winding-up or bankruptcy of the Borrower (whether voluntary or compulsory)
        or in the event that the Borrower shall make a bulk sale of any of the
        Borrower’s assets within the provisions of any bulk sales legislation
        or any composition with creditors or scheme of arrangement, the Lender
        shall have the right to rank in priority to the Guarantor for its full
        claims in respect of the Guaranteed Obligations and receive all dividends
        or other payments in respect thereof until its claims in respect of the
        Guaranteed Obligations have been paid in full, and the Guarantor shall
        continue to be liable, less any payments made by or on behalf of the Guarantor,
        for any balance which may be owing to the Lender by the Borrower. In the
        event of the valuation by the Lender of any of its security or the retention
        thereof by the Lender or both, such valuation or retention, or both, shall
        not, as between the Lender and the Guarantor, be considered as a purchase
        of such security, or as payment or satisfaction or reduction of the Guaranteed
        Obligations or any part thereof. If any amount shall be paid to the Guarantor
        on account of any subrogation rights at any time when all the Guaranteed
        Obligations shall not have been paid in full, such amount shall be held
        in trust for the benefit of the Lender and shall forthwith be paid to
        the Lender to be credited and applied upon the Guaranteed Obligations,
        whether matured or unmatured.












 - 3 -

	 7.	 Assignment
        and Postponement.  

	  	 	 
	 	 (1) 
	 All obligations, liabilities and indebtedness
        of the Borrower to the Guarantor of any nature whatsoever, and all security
        therefore, (the “Subject Indebtedness”) are hereby
        assigned and transferred to the Lender as continuing and collateral security
        for the obligations of the Guarantor hereunder. The Guarantor shall not
        assign the Subject Indebtedness or any part thereof to any person other
        than the Lender or as permitted pursuant to the Loan Agreement.

	  	 	 
	 	 (2) 
	 From and after demand by the Lender pursuant
        to Section 5 hereof, the Subject Indebtedness shall be held in trust by
        the Guarantor for the Lender and shall be collected, enforced or proved
        subject to and for the purposes of this guarantee, and any payments received
        by the Guarantor in respect thereof shall be segregated from other funds
        and property held by the Guarantor and forthwith paid over to the Lender
        on account of the Guaranteed Obligations.

	  	 	 
	 	 (3) 
	 From and after demand by the Lender pursuant
        to Section 5 hereof, the Lender shall be entitled to receive payment of
        the Guaranteed Obligations in full before the Guarantor shall be entitled
        to receive any payment on account of the Subject Indebtedness. The Subject
        Indebtedness shall not be released or withdrawn by the Guarantor unless
        the Lender’s written consent to such release or withdrawal is first
        obtained, and the Guarantor shall not permit the prescription of the Subject
        Indebtedness by any stature of limitations or ask for or obtain any security
        or negotiable paper for or other evidence of the Subject Indebtedness
        except for the purpose of delivering the same to the Lender.

	  	 	 
	 8. 	 No Prejudice
        to the Lender.  The Lender shall not be prejudiced in any way
        in the right to enforce any provision of this guarantee by any act or
        failure to act on the part of the Borrower. The Lender may, at any time
        and from time to time, without any consent of or notice to the Guarantor
        and without impairing or releasing the Guarantor from its obligations
        hereunder:

	  	 	 
	 	 a. 
	 change the manner, place or terms of
        payment or change or extend time of payment of, or renew or alter, the
        Guaranteed Obligations;  

	  	 	 
	 	 b. 
	 release anyone liable in any manner under
        or in respect of the Guaranteed Obligations;  

	  	 	 
	 	 c. 
	 exercise or refrain from exercising any
        rights against the Borrower or the Guarantor or any other person; and 
      

	  	 	 
	 	 d. 
	 apply to the Guaranteed Obligations any
        sums from time to time received.  

	  	 	 
	 9. 	 Rights of Set-Off.
        To the fullest extent permitted by law, the Guarantor shall make all
        payments hereunder without regard to any defence, counter-claim or right
        of set-off available to it. Upon the making of a demand for payment hereunder,
        the Lender is hereby authorized at any time and from time to time, to
        the fullest extent permitted by law, to set-off and apply any deposits
        (general or special, time or demand, provisional or final) at any time
        held or other indebtedness at any time owing by the Lender to or for the
        credit or the account of the Guarantor against the Guaranteed Obligations
        and other amounts due to the Lender hereunder irrespective of whether
        or not the Lender shall have made any demand under this guarantee and
        although such Guaranteed Obligation and other amounts may be contingent
        and unmatured. The rights of the Lender under this Section 9 are in addition,
        without prejudice and supplemental to any other rights and remedies (including,
        without limitation, other rights of set-off) which the Lender may have.












 - 4 -

	 10. 	 No Recourse. 
        Any right of subrogation acquired by the Guarantor by reason of payment
        under or pursuant to this guarantee shall not be exercised until the Guaranteed
        Obligations and other amounts due to the Lender hereunder have been paid
        or repaid in full to the Lender, and shall be no greater than the right
        held by the Lender and the Guarantor shall have no recourse against the
        Lender for any invalidity, non- perfection or unenforceability of any
        security held by the Lender or any irregularity or defect in the manner
        or procedure by which the Lender realizes on such security.

	  	 	 	 
	 11. 	 Continuing
        Guarantee.  This guarantee shall continue to be effective or
        be reinstated, as the case may be, if at any time any payment of any of
        the Guaranteed Obligations is rescinded or must otherwise be returned
        by the Lender upon the insolvency, bankruptcy or reorganization of the
        Borrower or otherwise, all as though such payment had not been made.

	  	 	 	 
	 12. 	 Supplemental
        Security.  This guarantee is in addition, without prejudice and
        supplemental to all other guarantees and securities held, or which may
        hereafter be held, by or for the Lender.

	  	 	 	 
	 13.	 Representations.

	  	 	 	 
	 	 (1)
	 The Guarantor
        represents and warrants that:

	  	 	 	 
	 	  	 a.  
	 it is a corporation duly incorporated
        and organized and is validly subsisting and in good standing under the
        laws of Nevada and is duly qualified as a foreign or extra-provincial
        corporation, as the case may be, and is in good standing, in all jurisdictions
        where the Guarantor carries on business;

	  	 	 	 
	 	  	 b.  
	 has full corporate right, power and authority
        to enter into and perform its obligations under this guarantee and any
        security given in respect hereof, and has full corporate right, power
        and authority to own and operate its properties and to carry on its business
        as now conducted;

	  	 	 	 
	 	  	 c.  
	 all representations and warranties of
        the Borrower in the Loan Agreement are true and correct as at the date
        hereof; and

	  	 	 	 
	 	  	 d.  
	 the Borrower has compiled with all covenants
        contained in the Loan Agreement and there exists no Default or Event of
        Default (as such terms are defined in the Loan Agreement) which is continuing
        on the date hereof.

	  	 	 	 
	 	 (2) 
	 The execution
        and delivery by it of this guarantee has been duly authorized by all necessary
        action by the Guarantor.

	  	 	 	 
	 14. 	 Interest Act
        (Canada).  For purposes of the Interest Act (Canada), the Guarantor
        hereby acknowledges that the rate or rates of interests applicable to
        the Guaranteed Obligations shall be computed and shall be paid at the
        times and in the manner set froth in the Loan Agreement.

	  	 	 	 
	 15. 	 Governing Law. 
        This guarantee shall be governed by and constructed in accordance with
        the laws of the Province of British Columbia and the laws of Canada applicable
        therein and shall be treated in all respects as a British Columbia contract.

	  	 	 	 
	 16. 	 Successors,
        etc.  This guarantee shall extend to and enure to the benefit
        of the Lender and its successors and assigns and shall be binding upon
        the Guarantor and its successors and permitted assigns. This guarantee
        shall not be assigned by the Guarantor without the Lender’s written
        consent. All rights of the Lender hereunder shall be assignable in accordance
        with the terms of the Loan Agreement.












 - 5 -

	 17. 	 Notices.  All
        notices, requests, demands, directions and communications (“notices”)
        hereunder shall be sent by telecopy or similar means of recorded communication
        or hand delivery or registered mail, and shall be effective when hand
        delivered or, in the case of telecopy or similar means of recorded communication,
        when received. All notices shall be given to the Lender at its principal
        office as show in the Loan Agreement and to the Guarantor at the address
        referred to in Section 5 hereof, or otherwise in accordance with any unrevoked
        written direction of the Guarantor to the Lender at its principal office
        as to a change of address, given in accordance with this Section 14.

	  	   

	 18. 	 Attornment/Service. 
        The Guarantor hereby irrevocably submits to the jurisdiction of any British
        Columbia court in any action or proceeding arising out of or relating
        to this guarantee, and hereby irrevocably agrees that all claims in respect
        of any such action or proceeding may be heard and determined in such British
        Columbia court. The Guarantor hereby irrevocably appoints the Borrower
        at its principal office and to the attention of the officer shown on the
        signature pages of the Loan Agreement as its agent to receive on behalf
        of the Guarantor service of copies of the summons and complaint and any
        other process which may be served in any such action or proceeding. Such
        service may be made by delivering a copy of such process to the Guarantor
        in care of such agent and the Guarantor herby irrevocably authorizes and
        directs such agent to accept such service on its behalf. As an alternative
        method of service, the Guarantor also irrevocably consents to the service
        of any process in any such action or proceeding by the mailing of copies
        of such process to the Guarantor at the address referred to in Section
        5 hereof, or at such other address as it on its own behalf may direct.
        The Guarantor agrees that a final judgement in any such action or proceeding
        shall be conclusive and may be enforced in other jurisdictions by suit
        on the judgement or in any other manner provided by law. Nothing in this
        Section shall affect the right of the Lender to serve legal process in
        any other manner permitted by law or affect the right of the Lender to
        bring any action or proceeding against the Guarantor or its property in
        the courts of other jurisdictions.

	  	 
	 19. 	 Acknowledgement of Receipt/Waiver. 
        The Guarantor acknowledges receipt of an executed copy of this guarantee
        and the Loan Agreement. The Guarantor waives, to the extent permitted
        by law, the right to receive a copy of any financing statement, financing
        change statement or verification statement registered with or issued by
        any personal property registry or other official body in connection with
        this guarantee.

	  	 
	  	 
	  	 
	  	 
	 	 IN WITNESS WHEREOF the
        Guarantor has duly executed this guarantee and affixed its seal under
        the hands of its proper officers duly authorized for the purpose thereof
        as of the date first above written.





	 	 Per:  	  
	 	  	 Authorized Signatory  
	 	  	 
	 	 Per:  	  
	 	  	 Authorized Signatory  











 SCHEDULE “D”


SHARE PLEDGE AGREEMENT 








 SHARE PLEDGE AGREEMENT 


This Agreement dated as of the 8th day of March, 2004. 


MADE BY: 


  
    
      
        
          
            
              
                 TSI MEDICAL CORP., of

                  810 Peace Portal Drive, Suite 202 

                  Blaine, WA 98230 

                 (the "Pledgor") 

              

            

          

        

      

    

  



 OF THE FIRST PART 


TO AND IN FAVOUR OF: 


  
    
      
        
          
            
              
                 THE CHARLES F. WHITE CORPORATION, 

                  c/o 150 – 10760 Shellbridge Way 

                  Richmond, British Columbia, V6X 3H1 

                 (the "Creditor") 

              

            

          

        

      

    

  



 OF THE SECOND PART 


WHEREAS: 

	 A.      	 689158 B.C. Ltd. and the Creditor have entered into a loan agreement
      dated the 8th day of March, 2004 (the "Loan Agreement"); 
	 	 
	 B.      	 The Pledgor has guaranteed the full and prompt payment and performance
      of 689158 B.C. Ltd.’s obligations under the Loan Agreement pursuant
      to a guarantee dated the date hereof (the “Guarantee”) 
	 	 
	 C.      	 This Share Pledge Agreement is executed as security for all amounts owing
      by the Pledgor to the Creditor from time to time pursuant to the Guarantee.
    


                     NOW
  THEREFORE, in consideration of the foregoing premises, the sum of $10.00
  in lawful money of Canada now paid by the Creditor to the Pledgor and other
  good and valuable consideration delivered by the Creditor to the Pledgor, the
  receipt and sufficiency of which is hereby acknowledged by the Pledgor, the
  Pledgor hereby agrees as follows: 

1.                           
  Definitions 

1.1                          In
  this Agreement, the following terms shall have the meanings set forth below:


	 	 (a)     
      
	 “Guarantee” means the guarantee made
        by the Pledgor in favour of the Creditor dated the dated hereof; 

	 
	 	 (b)      
	 "Loan" means the loan advanced pursuant to the Loan
        Agreement; 







 

	 	 (c)      	 "Loan Agreement" means the loan agreement between
        689158 B.C. Ltd. and the Creditor dated the 8th day of March, 2004; 

	 
	 	 (d)      	 "Obligations" means all obligations and indebtedness
        owed from time to time by the Pledgor to the Creditor pursuant to the
        Guarantee; 

	 
	 	 (e)      	 "Pledged Shares" means the following securities:
      

	 	 	 
	 	 	826,420 restricted common shares of TechniScan, Inc. represented by the
      following certificates: 




	 	 	 	 Certificate No.  	 Number of Shares  
	 	 	 	  	 
	 	 	 	 60  	 275,000  
	 	 	 	 61  	 551,420  


 2.                           
  Share Pledge 

 2.1                         
  The Pledgor does hereby assign, mortgage, charge, hypothecate, and pledge to
  the Creditor the Pledged Shares and hereby deposits with the Creditor’s
  solicitor, Daniel Gormley any and all present and after acquired security certificates
  evidencing such Pledged Shares duly endorsed for transfer in street form, signature
  guaranteed, and accompanied in each case by: 

	 	 (a)      	 a duly executed stock power of attorney with signatures
        guaranteed, if required; and 

	 	 	 
	 	 (b)      	 a certified copy of a valid resolution of the Board
        of Directors of the Pledgor authorizing, inter alia, the transfer of the
        Pledged Shares into the name of the Creditor or its nominee. 



 2.2                         
  The Pledged Shares shall include any substitutions therefor, additions thereto
  or proceeds thereof, arising out of any consolidation, subdivision, reclassification,
  stock dividend, or similar increase or decrease in or alteration of the capital
  of the issuer of the Pledged Shares (the "Issuer") or any other event. 

 2.3                          If
  at any time any further or other securities or shares shall be deposited by
  the Pledgor with the Creditor or its nominee in substitution for or in addition
  to the Pledged Shares, such securities shall thereupon be deemed to be a part
  of the Pledged Shares for the purposes of this Share Pledge Agreement and shall
  forthwith become subject to all the terms hereof and the warranties contained
  herein. 

 2.4                          If
  the Pledgor acquires any certificates evidencing the Pledged Shares not already
  delivered to the Creditor after the date hereof, the Pledgor will, forthwith
  upon receipt by the Pledgor, deliver to the Creditor such certificates and shall,
  at the request of the Creditor: 

 2




 

	 	 (a)      	 deliver to the Creditor a stock power of attorney
        duly executed, signature guaranteed. 

	 
	 	 (b)      	 duly endorse the certificate(s) for transfer in
        blank, signature guaranteed. 

	 
	 	 (c)      	 deliver to the Creditor a certified copy of a valid
        resolution of the Board of Directors of the Pledgor authorizing, inter
        alia, the transfer of the Pledged Shares into the name of the Creditor
        or its nominee. 



 2.5                         
  The Pledgor hereby covenants that it will pay or discharge to the Creditor:


	 	 (a)      	 all of the Pledgor's indebtedness, obligations and
        liabilities to the Creditor arising in connection with or pursuant to
        the Loan Agreement; and 

	 
	 	 (b)      	 all amounts of principal and interest due and accruing
        due to the Creditor under the Loan. 



 3.                           
  Obligations Secured 

 3.1                          The
  assignments, mortgages, charges, hypothecation and pledges granted hereby (collectively,
  the "Pledge") shall, until discharged, secure payment to the Creditor of the
  Obligations. 

4.                              Attachments


4.1                           The
  Pledgor and the Creditor hereby acknowledge that: 

	 	(a) 	value has been given; 
	 	 	 
	 	(b)	 the Pledgor has rights in the Pledged Shares; and 
	 	 	 
	 	(c) 	 they have not agreed to postpone the time of attachment of the Pledge.
    


 5.                           
  Lender's Care and Custody of Pledged Shares 

 5.1                          The
  Creditor or its nominee shall not be bound to collect, dispose of, realize,
  protect or enforce any of the Pledgors' right, title and interest in and to
  the Pledged Shares, to institute proceedings for the purpose therefor or to
  take any steps necessary to preserve rights against any other parties in respect
  thereof. 

 5.2                          The
  Creditor or its nominee need not see to the collection of dividends on or exercise
  any option or right in connection with the Pledged Shares and need not protect
  or 

 3








 preserve them from any loss of value and is hereby released
  from all responsibility for loss of value. 

 6.                           
  Covenants of the Pledgor 

 6.1                          The
  Pledgor shall not, without the prior written consent of the Creditor, sell,
  exchange, release or abandon or otherwise dispose of, absolutely or by way of
  security, any of its right, title or interest in and to the Pledged Shares.


 6.2                          The
  Pledgor shall promptly furnish to the Creditor on request such information in
  respect of the Pledged Shares as the Creditor may from time to time require
  and shall promptly notify the Creditor of the occurrence of any event or circumstance
  which can be reasonably be foreseen and is likely to cause or constitute a breach
  of the warranties, undertakings and agreements contained herein. 

 7.                           
  Rights of the Pledgor 

 7.1                          Until
  the Pledge has become enforceable, the Pledgor shall be entitled to vote the
  Pledged Shares and to receive all cash dividends in respect thereof. In order
  to allow the Pledgor to vote the Pledged Shares, the Creditor hereby appoints
  the Pledgor as its true and lawful attorney for purposes of: 

	 	 (a)      	 appointing proxy holders to attend and act at meetings
        of shareholders; and 

	 	 	 
	 	 (b)      	 executing resolutions in writing and proxies, all
        pursuant to the relevant provisions of the Issuer's governing legislation.
      



 7.2                          Whenever
  the Pledge has become enforceable, all rights of the Pledgor to exercise the
  voting and other rights or to receive the cash dividends shall cease, and all
  such rights shall thereupon become vested solely and absolutely in the Creditor.
  Any cash dividends received by the Pledgor contrary to this section or any other
  moneys or other property which may be received by the Pledgor at any time for
  or in respect of the Pledged Shares contrary to this section shall be received
  in trust for the Creditor by the Pledgor and shall be forthwith paid over to
  The Creditor. 

 8.                           
  Enforcement 

 8.1                          This
  Share Pledge Agreement shall be and become enforceable five (5) days after the
  Creditor has given notice to the Pledgor of the occurrence of: 

	 	 (a)      	 any default by the Pledgor in the due payment of
        the Loan or any instalment of principal or interest with respect thereof;
        or 

	 	 	 
	 	 (b)      	 any default hereunder or under the Loan Agreement
        or in the performance of the Obligations. 



 4





 8.2                          Whenever
  this Share Pledge Agreement has become enforceable, the Creditor or its nominee
  may at any time in its sole discretion, realize upon or otherwise dispose of
  or contract to dispose of the Pledged Shares by sale, transfer or delivery or
  may exercise and enforce all rights and remedies of a holder of the Pledged
  Shares as if the Creditor were absolute owner thereof (including, if necessary,
  causing the Pledged Shares to be registered in the name of the Creditor or its
  nominee), without demand of performance or other demand, advertisement or notice
  of any kind to or upon the Pledgor and any such remedy may be exercised separately
  or in combination and shall be in addition to and not in substitution for any
  other rights the Creditor may have, however created. The Creditor shall not
  be bound to exercise any such right or remedy, and the exercise of such rights
  and remedies shall be without prejudice to the rights of the Creditor in respect
  of the Obligations including the right to claim for any deficiency. 

 8.3                          The
  Pledgor hereby irrevocably appoints the Creditor or its nominee (and any officer
  thereof) as attorney of the Pledgor (with full power of substitution) to exercise
  in the name of and on behalf of the Pledgor any of the Pledgor's right (including
  the right of disposal), title and interest in and to the Pledged Shares including
  the execution, endorsement, delivery and transfer of the Pledged Shares to the
  Creditor, its nominees or transferees, and the Creditor and its nominees or
  transferees are hereby empowered to exercise all rights and powers and to perform
  all acts of ownership with respect to the Pledged Shares to the same extent
  as the Pledgor might do. The power of attorney herein granted is in addition
  to, and not in substitution for, any stock power of attorney delivered by the
  Pledgor and such powers of attorney may be relied upon by the Creditor severally
  or in combination. All acts of any such attorney are hereby ratified and approved,
  and such attorney shall not be liable for any act, failure to act or other any
  other matter or thing in connection therewith, except for its own negligence
  or wilful misconduct. 

 8.4                          Without
  limiting the generality of the foregoing, the Pledgor hereby irrevocably authorizes
  the Creditor at any time after this Share Pledge Agreement becomes enforceable
  to register the Pledged Shares or any of them in the name of the Creditor or
  its nominee in the absolute discretion of the Creditor. 

 8.5                          The
  Creditor shall not be obliged to exhaust its recourse against the Pledgor, or
  any other person or persons or against any other security it may hold in respect
  of the Obligations before realizing upon or otherwise dealing with the Pledged
  Shares in such manner as the Creditor may consider desirable. 

 8.6                          The
  Creditor may grant extensions or other indulgences, take and give up securities,
  accept compositions, grant releases and discharges and otherwise deal with the
  Pledgor and with other parties, sureties or securities as the Creditor may see
  fit without prejudice to the Obligations or the rights of the Creditor
  in respect of the Pledged Shares. 

 8.7                          The
  Creditor shall not be: 

	 	 (a)      	 bound to institute proceedings for the purpose of collecting, enforcing,
      realizing or obtaining payment of the Pledged Shares or for the purpose
      of preserving any rights of the Creditor, the Pledgor, or any other parties
      in respect thereof; 
	 	 	 
	 	 (b)      	 responsible for any loss occasioned by any sale or other dealing with
      the Pledged 



5




 

	 	 	 Shares or by the retention of or failure to sell
        or otherwise deal therewith; and 

	 	 	 
	 	 (c)      	 bound to protect the Pledged Shares from depreciating
        in value or becoming worthless. 



 8.8                         
  Without prejudice to the ability of the Creditor to dispose of the Pledged Shares
  in any manner which is commercially reasonable, the Pledgor acknowledges that
  a disposition of Pledged Shares by the Creditor which takes place substantially
  in accordance with the following provisions shall be deemed to be commercially
  reasonable: 

	  	 (a)  	 Pledged Shares may be disposed in whole
        or in part;  

	  	 	 
	  	 (b)  	 Pledged Shares may be disposed of by
        public sale, private contract or otherwise, with or without advertising
        and without any other formality;  

	  	 	 
	  	 (c)  	 any purchaser of such Pledged Shares
        may be the Creditor or any parent, subsidiary, or affiliate of the
        Creditor;  

	  	 	 
	  	 (d)  	 any sale conducted by the Creditor shall
        be at such time and place, on such notice and in accordance with
        such procedures as the Creditor, in its sole discretion, may deem advantageous; 
      

	  	 	 
	  	 (f)  	 a disposition of the Pledged Shares may
        be on such terms and condition as to credit or otherwise as the Creditor,
        in its sole discretion, may deem advantageous; and  

	  	 	 
	  	 (g)  	 the Creditor may establish an upset or
        reserve bid or price in respect of the Pledged Shares.  



 8.9                          No
  person dealing with The Creditor or its nominee or nominees or their agent or
  a receiver shall be required: 

	 	 (a)      	 to determine whether the Pledge has become enforceable;
      

	 
	 	 (b)      	 to determine whether the powers which the Creditor,
        its nominee or their agent is purporting to exercise have become exercisable;
      

	 
	 	 (c)      	 to determine whether any obligation remains due
        to the Creditor by the Pledgor; 

	 
	 	 (d)      	 to determine the necessity or expediency of the
        stipulations and conditions subject to which any sale shall be made; 

	 
	 	 (e)      	 to determine the propriety or regularity of any
        sale or of any other dealing by the Creditor or its nominee with the Pledged
        Shares; or 



 6




 

	 	(f) 	to see to the application of any money paid to the
        Creditor. 



 8.10                       Any
  purchaser of Pledged Shares from the Creditor shall hold the Pledged Shares
  absolutely free from any claim or right of whatever kind, including any equity
  of redemption, of the Pledgor, which they hereby specifically waive (to the
  fullest extent permitted by law) as against any such purchaser, all rights of
  redemption, stay or appraisal which the Pledgor has or may have under any rule
  of law or statute now existing or hereafter adopted. 

 9.                           
  Representations and Warranties 

 9.1                          The
  Pledgor does hereby represent, warrant and undertake to the Creditor that: 

	 	 (a)      	 the Pledged Shares are now and will at all times
        be beneficially owned by the Pledgor free from any option, lien, charge,
        encumbrance, adverse claim or restriction of any kind; 

	 
	 	 (b)      	 the execution and delivery of this Share Pledge
        Agreement has been duly authorized by all necessary corporate action of
        the Pledgor and wi11 not cause or constitute any breach or event of default
        under any provision of any trust deed, agreement or other instrument to
        which the Pledgor is a party or by which it is bound; 

	 
	 	 (c)      	 all of the Pledged Shares are fully paid up and
        validly issued. 



 7





 10.                          Discharge


 10.1                        The
  Pledge shall be fully released and discharged upon, but only upon, payment in
  full of the Loan and the Obligations. 

 10.2                         The
  Creditor shall return to the Pledgor the share certificates and the power of
  attorney upon a release and discharge of the Loan and the Obligations. 

 11.                           Miscellaneous


 11.1                         No
  judgment recovered by the Creditor shall operate by way of merger of or in any
  way affect the Pledge, which is in addition to and not in substitution for any
  other security now or hereafter held by the Creditor in respect of the Obligations.


 11.2                         No
  amendment, consent or waiver by the Creditor shall be effective unless made
  in writing and signed by an authorized officer of the Creditor and then such
  amendment, waiver or consent shall be effective only in the specific instance
  and for the specific purpose for which given. 

 11.3                         The
  Pledgor shall from time to time, whether before or after the Pledge shall have
  become enforceable, do all such acts and things and execute and deliver all
  such deeds, transfers, assignments, and instruments as the Creditor may reasonably
  require for protecting the Pledged Shares or perfecting the Pledge and for exercising
  all powers, authorities, and discretions hereby conferred upon the Creditor,
  and the Pledgor shall, from time to time after the Pledge has become enforceable
  do all such acts and things and execute and deliver all such deeds, transfers,
  assignments and instruments as the Creditor may require for facilitating the
  sale of the Pledged Shares in connection with any realization thereof. 

 11.4                         This
  Share Pledge Agreement shall be binding upon the Pledgor and its successors
  and assigns, and shall enure to the benefit of the Creditor and its respective
  successors and assigns. All rights of the Creditor hereunder shall be assignable
  only after this Share Pledge Agreement has become enforceable by the Creditor
  and in any action brought by an assignee to enforce any such rights, the Pledgor
  shall not assert against such assignee any claim or defence which the Pledgor
  now has or hereafter may have against the Creditor. 

 11.5                         The
  division of this Share Pledge Agreement into articles, sections and subsections
  and the insertion of headings are for convenience of reference only and shall
  not affect the construction or interpretation thereof. 

 11.6                         If
  any provision of this Share Pledge Agreement shall be deemed by any court of
  competent jurisdiction to be invalid or void, the remaining provisions shall
  remain in full force and effect. 

 11.7                         The
  Pledgor acknowledges receipt of an executed copy of this Share Pledge Agreement
  and waives all rights to receive from the Creditor a copy of any financing statement,
  financing change statement or verification statement filed or created at any
  time in respect of this Share Pledge Agreement. 

 8





 11.8                         This
  Share Pledge Agreement shall be governed by and construed in accordance with
  the laws of the Province of British Columbia and of Canada applicable therein.


 11.9                         Any
  notice, statement, demand or request herein required or permitted to be given
  by any party hereto to the other shall be in writing and shall be deemed to
  have been sufficiently and effectually given if signed by or on behalf of the
  party giving the notice and delivered by hand or telecopied (with original to
  follow concurrently by mail) to: 

	 the Pledgor at:  	 810 Peace Portal Drive, Suite 202  
	  	 Blaine, WA 98230  
	  	 Fax No. 508-632-7694  
	  	 
	 the Creditor at:  	 #150 – 10760 Shellbridge Way  
	  	 Richmond, BC, Canada, V6X 3H1  
	  	 Fax No. 604-276-2681  


 Any notice telecopied shall be deemed to be received when
  sent and duly received during normal business hours at the office set forth
  above. Any notice delivered by hand shall be deemed to be received when left
  during nominal business hours at the office set forth above. Any party referred
  to above shall be entitled to change its address or telecopier 

 11.10                       This
  Agreement has been prepared by O’Neill & Company acting solely on
  behalf of the Creditor and the Pledgor acknowledges that it has been advised
  to obtain independent legal advice. 

 IN WITNESS WHEREOF the parties hereto have caused this
  Agreement to be duly executed and delivered as of the day and year first written
  above. 

	 TSI MEDICAL CORP.  	 
	 by its authorized signatory:  	 
	 	 
	 	 
	 	 
	 	 
	 DEREK R. VAN LAARE,  	 
	 Director  	 
	 	 
	 	 
	 THE CHARLES F. WHITE CORPORATION  	 
	 by its authorized signatory:  	 
	 	 
	 	 
	 Signature of Authorized Signatory  	 
	 	 
	 	 
	 Name of Authorized Signatory  	 
	 	 
	 	 
	 Title of Authorized Signatory