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






DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT made the 8th day of December, 2005.

	A M O N G: 	
	 	 
	 	689158 B.C. LTD. 
	 	 
	 	(the “Borrower”) 
	 	 
	 	- and - 
	 	THE CHARLES F. WHITE CORPORATION 
	 	 
	 	(the “Lender”) 
	 	 
	 	- and - 
	 	 
	 	XLR MEDICAL CORP. 
	 	 
	 	(the “Guarantor”) 


          WHEREAS
pursuant to an agreement dated March 8, 2004 (the “Loan Agreement”),
the Borrower borrowed the amount of $500,000 US from the Lender;

          AND
WHEREAS the Loan Agreement was amended by a Forbearance and Amendment
Agreement dated February 28, 2005 (the “Forbearance Agreement”);

          AND
WHEREAS pursuant to the Loan Agreement and the Forbearance Agreement, the
Borrower is indebted to the Lender (the “Indebtedness”) in the
approximate amount of $697,270.33 US;

          AND
WHEREAS the Guarantor has guaranteed the payment of the Indebtedness to the
Lender pursuant to the terms of a guarantee dated March 8, 2004 (the
“Guarantee”), and has executed and delivered a share pledge agreement
dated March 8, 2004 (the “Share Pledge”), pursuant to which the Guarantor
pledged a total of 826,420 common shares of TechniScan, Inc. (the
“Collateral”) to and in favour of the Lender as security for the
Guarantor’s obligations under the Guarantee;

          AND
WHEREAS on or about September 26, 2005, the Lender provided the Borrower and
the Guarantor (collectively, the “Debtors”) with notice that the Lender
had seized the Collateral and of the Lender’s intention to dispose of the
Collateral in satisfaction of the Indebtedness;




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          AND
WHEREAS the Borrower, the Lender and the Guarantor wish to be released from
any duties, liabilities or obligations that they may have to each other under
the above-described agreements;

          AND
WHEREAS the Lender wishes to be released from any liability to account to
the Borrower or the Guarantor in respect of any excess proceeds from the sale of
the Collateral;

          NOW
THEREFORE THIS AGREEMENT WITNESSES that, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned hereby covenant and agree with each other as follows:

Acknowledgement of Indebtedness.

	1. 	
      The Debtors hereby confirm and acknowledge the
      Indebtedness and that the Indebtedness is justly due and owing to the
      Lender, and the Lender acknowledges and confirms that the Indebtedness
      represents all monies due and owing from the Debtors to the Lender under
      the Loan Agreement, the Forbearance Agreement and the
  Guarantee.



Issuance of Guarantor Shares.

	2. 	
      The Guarantor agrees to issue to the Lender 1,250,000
      shares in the common stock of the Guarantor (the “Guarantor
      Shares”) at an issue price of $0.01 US per share, which issue price
      shall be deemed to have been paid in full by the Lender by the granting of
      the releases referred to in Section 4 of this Agreement.

	 	 
	3. 	
      The issuance by the Guarantor of the Guarantor Shares to
      the Lender is conditional upon compliance with all securities laws and
      other applicable laws. The Lender agrees to deliver to the Guarantor all
      other documentation, agreements, representations and requisite government
      forms required to comply with all securities laws and other applicable
      laws.



Release by Lender.

	4. 	
      The Lender agrees to accept the Collateral and the
      issuance of the Guarantor Shares as payment and satisfaction in full of
      the Indebtedness and agrees to forever release the Debtors, their
      officers, directors, employees, servants and agents from any and all
      liabilities or obligations, whether currently known or unknown, in
      connection with the Indebtedness.



Release by Debtors.

	5. 	
      The Debtors hereby renounce any rights and interests that
      the Debtors may have to the Collateral and agree that the Lender may
      retain or dispose of the Collateral free and clear of any rights and
      interests that the Debtors may have to, or in connection with,
  the







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Collateral, including, but not limited
to, any rights that the Debtors may possess with respect to the Collateral, or
to any proceeds on the disposition of the Collateral by the Lender, under the
Personal Property Security Act (British Columbia).

Regulation S Agreements of the Lender

	6. 	
      The Lender agrees to resell the Guarantor Shares only in
      accordance with the provisions of Regulation S of the United States
      Securities Act of 1933 (the “Securities Act”), pursuant to
      registration under the Securities Act, or pursuant to an available
      exemption from registration under the Securities Act.

	 	 
	7. 	
      The Lender agrees not to engage in hedging transactions
      with regard to the Guarantor Shares unless in compliance with the
      Securities Act.

	 	 
	8. 	
      The Lender acknowledges and agrees that all certificates
      representing the Guarantor Shares will be endorsed with the following
      legend in accordance with Regulation S of the Securities
  Act:



THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

	9. 	
      The Lender and the Guarantor agree that the Guarantor
      will refuse to register any transfer of the Guarantor Shares not made in
      accordance with the provisions of Regulation S of the Securities Act,
      pursuant to registration under the Securities Act, or pursuant to an
      available exemption from registration under the Securities
  Act.



Acknowledgements, Representations and Warranties of the
Lender.

	10. 	
      The Lender represents and warrants to the Guarantor, and
      acknowledges that the Guarantor is relying upon such representations and
      warranties in agreeing to issue the Guarantor Shares to the Lender,
      that:

	 	 	 
		(A) 	
      Lender is not a U.S. Person: The Lender is not a
      “U.S. Person” as defined by Regulation S of the Securities Act and is not
      acquiring the Guarantor Shares for the account or benefit of a U.S.
      Person;







- 4 -

A “U.S. Person” is defined by
Regulation S of the Securities Act to be any person who is:

	 	(a) 	
      any natural person resident in the United
      States;

	 	 	 	 
	 	(b) 	
      any partnership or corporation organized or
      incorporated under the laws of the United States;

	 	 	 	 
	 	(c) 	
      any estate of which any executor or administrator is a
      U.S. person;

	 	 	 	 
	 	(d) 	
      any trust of which any trustee is a U.S.
      person;

	 	 	 	 
	 	(e) 	
      any agency or branch of a foreign entity located in
      the United States;

	 	 	 	 
	 	(f) 	
      any non-discretionary account or similar account
      (other than an estate or trust) held by a dealer or other fiduciary
      organized, incorporate, or (if an individual) resident in the United
      States; and

	 	 	 	 
	 	(g) 	
      any partnership or corporation if:

	 	 	 	 
	 		1. 	
      organized or incorporated under the laws of any
      foreign jurisdiction, and

	 		2. 	
      formed by a U.S. person principally for the purpose of
      investing in securities not registered under the Act, unless it is
      organized or incorporated, and owned, by accredited investors (as defined
      in Section 230.501(a) of the Act) who are not natural persons, estates or
      trusts.




	 	(B) 	
      High Degree of Risk: The Lender recognizes and
      acknowledges that an investment in the securities of the Guarantor is
      highly speculative and involves a high degree of risk, and that only
      investors who can afford the loss of their entire investment should
      consider investing in securities of the Guarantor;

	 	 	 
	 	(C) 	
      Restricted Securities: The Lender understands that
      the Guarantor Shares are characterized as "restricted securities" under
      the federal securities laws of the United States inasmuch as they are
      being acquired from the Guarantor in a transaction not involving a public
      offering, and that under such laws and applicable regulations such
      securities may be resold without registration under the Securities Act
      only in certain limited circumstances. The Lender represents that it is
      familiar with United States Securities and Exchange Commission
      (“SEC”) Rule 144, as presently in effect, and understands the
      resale limitations imposed thereby and by the Securities Act;

	 	 	 
	 	(D) 	
      Investment Knowledge and Experience of Lender: The
      Lender is an investor in securities of companies in the development stage
      and acknowledges that it







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is able to fend for itself, can bear
the economic risk of its investment, and has such knowledge and experience in
financial or business matters such that it is capable of evaluating the merits
and risks of an investment in the securities of the Guarantor. The Lender can
bear the economic risk such an investment, and was not organized for the purpose
of acquiring the Guarantor Shares;

	 	(E) 	
      Company Information: The Lender has received all
      the information it considers necessary or appropriate for deciding whether
      to invest in the securities of the Guarantor. The Lender further
      represents that it has had an opportunity to ask questions and receive
      answers from the Lender regarding the terms and conditions under which the
      Guarantor Shares are being offered to the Lender and the business,
      properties, prospects and financial condition of the Guarantor. The Lender
      has had full opportunity to discuss this information with the Lender’s
      legal and financial advisers prior to execution of this
  Agreement;

	 	 	 
	 	(F) 	
      No SEC Review: The Lender acknowledges that the
      offering of the Guarantor Shares to the Lender has not been reviewed by
      the SEC and that the Guarantor Shares are being issued by the Guarantor
      pursuant to an exemption from registration provided by Regulation S of the
      Securities Act;

	 	 	 
	 	(G) 	
      Lender’s Own Account: The Guarantor Shares will be
      acquired by the Lender for investment for the Lender's own account, not as
      a nominee or agent, and not with a view to the resale or distribution of
      any part thereof, and that the Lender has no present intention of selling,
      granting any participation in, or otherwise distributing the same. The
      Lender does not have any contract, undertaking, agreement or arrangement
      with any person to sell, transfer or grant participations to such person
      or to any third person, with respect to any of the Guarantor
  Shares.

	 	 	 
	 	(H) 	
      No Advertisements: The Lender is not aware of any
      general advertisement for the sale or offering of the Guarantor
    Shares;

	 	 	 
	 	(I) 	
      Authorization: The Lender has full power and
      authority to enter into this Agreement and this Agreement constitutes a
      valid and legally binding obligation of the Lender, enforceable in
      accordance with its terms except (i) as limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, and other laws of general
      application affecting enforcement of creditors' rights generally, and (ii)
      as limited by laws relating to the availability of specific performance,
      injunctive relief, or other equitable remedies.



British Columbia Securities Requirements.

	11. 	
      The Lender represents and warrants to the Guarantor that
      it is an “accredited investor” as defined under Canadian National
      Instrument 45-106 (“NI 45-106”), in that the Lender is a
      corporation in respect of which all of the owners of equity interests in
      the Lender, whether direct, indirect or beneficial,
are:







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	 	(a) 	
      Individuals who, either alone or with a spouse,
      beneficial own, whether directly or indirectly, financial assets (as
      defined by NI 45-106) having an aggregate realizable value that, before
      taxes but net of any related liabilities (as defined by NI 45-106),
      exceeds $1,000,000 CDN,

	 	 	 
	 	(b) 	
      Individuals whose net income before taxes exceeded
      $200,000 CDN in each of the two most recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded $300,000 CDN
      in each of the two most recent calendar years and who, in either case,
      reasonable expects to exceed that net income level in the current calendar
      year, or

	 	 	 
	 	(c) 	
      Individuals who, either alone or with a spouse, have net
      assets of at least $5,000,000 CDN.



Representations and Warranties of the
Guarantor.

	12. 	
      The Guarantor represents and warrants to the Lender
      that:

	 	 	 
		(a) 	
      The Guarantor is a corporation duly organized, existing
      and in good standing under the laws of the State of Nevada and has the
      corporate power to conduct the business which it conducts and proposes to
      conduct; and

	 	 	 
		(b) 	
      Upon their issuance, the Guarantor Shares will be duly
      and validly issued, fully paid and non-assessable shares in the common
      stock of the Guarantor.



Further Assurances.

	13. 	
      Each of the Debtors will do, execute, acknowledge and
      deliver or cause to be done, executed, acknowledged and delivered, such
      further acts, deeds, documents, instruments, mortgages, transfers,
      demands, assignments, consents and assurances as the Lender may reasonably
      require for the purpose of accomplishing and effecting the intention of
      this Agreement.



Binding Effect and Assignments.

	14. 	
      This Agreement shall be binding on each of the parties
      hereto and their successors upon the execution hereof by such party,
      notwithstanding that any other party or parties hereto have not executed
      this Agreement, and shall enure to the benefit of the other party or
      parties hereto and their successors and assigns. The parties hereto shall
      not assign any rights or obligations hereunder without the prior written
      consent of the other parties.



Severability.

	15. 	
      If any provision hereof is held to be illegal, invalid or
      unenforceable in any jurisdiction, such provision shall be deemed to be
      severed from the remainder of this Agreement with respect only to such
      jurisdiction and the remaining provisions of this Agreement shall not be
      affected thereby and shall continue in full force and
  effect.







- 7 -

Interpretation.

	16. 	
      All grammatical changes in gender, tense and number
      required to give meaning to any provision herein shall be deemed to be
      made. References to “this Agreement”, “hereof”, “herein”, “hereto” and
      like references are to this Agreement and not to any particular article,
      section or other subdivision of this Agreement. The insertion of headings
      in this Agreement is for convenience of reference only and will not affect
      the construction or interpretation of this Agreement. Unless otherwise
      specified herein, all statements of or reference to dollar amounts in this
      Agreement will mean lawful money of Canada.



Governing Law.

	17. 	
      This Agreement and all documents delivered pursuant
      hereto shall be governed by and interpreted in accordance with the laws of
      the Province of British Columbia and the laws of Canada applicable
      therein. Each of the Debtors hereby irrevocably attorns to the non-
      exclusive jurisdiction of the courts of British
Columbia.



Time.

	18. 	
      Time will in all respects be of the essence of this
      Agreement, and no extension or variation of this Agreement or any
      obligation hereunder will operate as a waiver or implied waiver of this
      provision.



Counterparts.

	19. 	
      This Agreement may be executed in one or more
      counterparts, each of which shall constitute an original and binding
      agreement as and when so executed.



          IN
WITNESS WHEREOF each of the parties has executed this Agreement on the date
first above written.

	689158 B.C. LTD. 	THE CHARLES F. WHITE 
	  	  	CORPORATION 
	  	  	  	  
	Per: 	/s/ Logan B. Anderson 	Per: 	/s/ David Aisenstat 
	Name: 	Logan B. Anderson 	Name: 	David Aisenstat 
	Title: 	President 	Title: 	President 
	  	  	  	  
	XLR MEDICAL CORP. 	  	  
	  	  	  	  
	Per: 	/s/ Logan B. Anderson 	  	  
	Name: 	Logan B. Anderson 	  	  
	Title: 	Chief Executive Officer