AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among

TECHNISCAN, INC. ,

CASTILLO, INC.,
a Delaware corporation,

TECHNISCAN ACQUISITION, INC.,
a Utah corporation,

and EMILIA OCHOA

October 9, 2009

TABLE OF CONTENTS

AGREEMENT AND PLAN OF MERGER

      THIS AGREEMENT AND PLAN OF MERGER (this “ Agreement ”), dated as of October 9, 2009 (the “ Execution Date ”), is entered into by and among TECHNISCAN, INC., a Utah corporation (“ TechniScan ”), CASTILLO, INC., a Delaware corporation (“ Parent ”), TECHNISCAN ACQUISITION, INC., a Utah corporation, which is a wholly owned Subsidiary of Parent (“ Merger Sub ”) and EMILIA OCHOA, an individual (“ Parent Shareholder ”).

      WHEREAS , Parent is the sole shareholder of Merger Sub;

      WHEREAS , the Parent, as the sole shareholder of Merger Sub, and the boards of directors of each of Merger Sub and TechniScan (each a “ Board ”) have, pursuant to the Laws of their respective states of organization, declared that this Agreement is advisable, fair and in the best interests of their respective shareholders, and have approved this Agreement and the consummation of the transactions contemplated hereby, including the merger of Merger Sub with and into TechniScan in exchange for shares of Parent Common Stock (the “ Merger ”); and

      WHEREAS , the parties to this Agreement intend that the Merger will qualify as a transaction described in Section 368 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the parties have agreed not to take actions that would cause the Merger not to so qualify.

      NOW, THEREFORE , in consideration of the covenants, promises and representations set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly and mutually acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

     Unless the context otherwise requires, the terms defined in this Article I shall have the meanings herein specified for all purposes of this Agreement, applicable to both the singular and plural forms of any of the terms herein defined.

     1.1 Definitions . As used herein, the following terms shall have the following meanings:

     “ Acquired Entity ” means any of TechniScan or its Subsidiaries and “ Acquired Entities ” means TechniScan and its Subsidiaries, collectively.

     “ Current SEC Reports ” means the following SEC Reports of Parent: Annual Report on Form 10-K for the fiscal year ended December 31, 2008; Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009; and Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009.

     “ Dissenter’s Act ” means Sections 16-10a-1301 - 1331 of the Utah Revised Business Corporation Act.

     “ Employee Benefit Plans ” means all “employee benefit plans” (as defined in Section 3(3) of ERISA) and all other employee benefit plans, policies, agreements or arrangements, including any bonus or other incentive compensation, stock purchase, equity or equity-based compensation, deferred compensation, change in control, termination, severance, sick leave, vacation, loans, perquisites, salary continuation, health, disability, life insurance and educational assistance plans, policies, agreements or arrangements for the benefit of any current or former employees, officers, directors or managers of a Person. For the avoidance of doubt, “Employee Benefit Plans” do not include employee agreements.

     “ Environmental Law ” means any Law of any Governmental Authority in effect as of the Execution Date relating to pollution or protection of the environment, including Laws related to emissions, discharges, releases, or threatened releases of Hazardous Substances.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

     “ GAAP ” means accounting principles generally accepted in the United States of America, as in effect from time to time.

     “ Governmental Authority ” means any foreign, federal, national, state or local judicial, legislative, executive or regulatory body, authority or instrumentality.

     “ Hazardous Substances ” means any substance, waste, contaminant, pollutant or material defined or regulated as toxic or as a pollutant, contaminant or waste, or words of similar meaning including petroleum or petroleum products, under any Environmental Law.

     “ Immediate Family ” with respect to a specified natural Person, means such Person’s spouse, parents and children, including adoptive relationships and relationships through marriage.

     “ Indebtedness ” of any Person means, without duplication (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business consistent with past practices); (c) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property); (f) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease; (g) all indebtedness referred to in clauses (a) through (f) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness; and (h) all guaranties in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (g) above.

     “ Insolvent ” means, with respect to any Person: (a) the present fair saleable value of such Person’s assets is less than the amount required to pay such Person’s total liabilities as they come due; (b) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; (c) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature; or (d) such Person has unreasonably small capital with which to conduct its business as such business is now conducted and is proposed to be conducted.

     “ Intellectual Property ” means all trademarks and trademark rights, trade names and trade name rights, service marks and service mark rights, service names and service name rights, patents and patent rights, patent term extensions, supplementary protection certificates, market or data exclusivities, brand names, trade dress, product designs, product packaging, business and product names, logos, slogans, rights of publicity, trade secrets, inventions, formulae, industrial models, processes, designs, specifications, data, technology,

methodologies, computer programs (including all source codes), any other confidential and proprietary right or information, whether or not subject to statutory registration, and all related technical information, manufacturing, engineering and technical drawings, know-how and all pending applications for and registrations of patents, trademarks, service marks and copyrights, and the right to sue for past infringement, if any, in connection with any of the foregoing, and all documents, disks and other media on which any of the foregoing is stored.

     “ Knowledge, ” with respect to: (a) TechniScan and/or the Acquired Entities, means the actual and imputed knowledge of David Robinson; and (b) Parent, means the actual and imputed knowledge of Emilia Ochoa; provided , that for purposes hereof, “imputed knowledge” means, with respect to any individual, the knowledge that an individual holding a similar office or position as such individual would reasonably be expected to have after a reasonable inquiry.

     “ Law ” means any federal, state or local law, statute, rule, regulation, judgment, decree, injunction, order, ordinance, code, regulation, arbitration award or other legally enforceable requirement of or by any Governmental Authority.

     “ Lien ” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind, including, without limitation, any conditional sale or other title retention agreement, any lease in the nature thereof and including any lien or charge arising by Law.

     “ Material Adverse Effect ” means a material adverse effect on the operations, condition (financial or other), assets, liabilities, earnings, prospects or business of the Person affected or the ability of any Person to timely consummate the transactions contemplated hereby; provided , however , that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been or would be, a “Material Adverse Effect” on or with respect to the Person affected: (a) any adverse change or effect that is demonstrated to be primarily caused by conditions affecting the United States economy generally; (b) any adverse change, event or effect that is demonstrated to be primarily caused by the announcement or pendency of the Merger or of the transactions contemplated hereby; or (c) the taking of any action contemplated by this Agreement and other agreements contemplated hereby. All references in this Agreement to a “Material Adverse Effect on TechniScan” shall mean a Material Adverse Effect on TechniScan and its Subsidiaries, taken as a whole and a “Material Adverse Effect on Parent” shall mean a Material Adverse Effect on Parent and Merger Sub, taken as a whole.

     “ Organizational Documents ” means the certificate of incorporation or articles of incorporation, as amended and/or restated, bylaws, as amended and/or restated and/or other organizational or governing documents of a Person, as the case may be, as each may be amended from time to time.

     “ OTCBB ” means the over-the-counter bulletin board market maintained by The Nasdaq Stock Market, Inc.

     “ Parent Common Stock ” means the common stock of Parent, par value $.001 per share.

     “ Person ” means all natural persons, corporations, business trusts, associations, unincorporated organizations, limited liability companies, partnerships and other entities and Governmental Authorities or any department or agency thereof.

     “ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, a partial proceeding, such as a deposition) by or before any Governmental Authority or arbitrator.

     “ SEC ” means the U.S. Securities and Exchange Commission.

     “ Securities Act ” means the Securities Act of 1933, as amended.

     “ Subsidiary ” means any corporation, association, business entity, partnership, limited liability company or other entity of which a Person, either alone or together with one or more other Subsidiaries: (a) directly or indirectly owns or controls securities or other interests representing more than fifty (50%) of the voting power of such entity; or (b) is entitled, by contract or otherwise, to elect, appoint or designate managers or directors constituting a majority of the managers or members of such entity’s board of directors or other governing body.

     “ Tax ” or “ Taxes ” means all taxes of any kind, and fees or other assessments in the nature of taxes, imposed by any Governmental Authority, and any and all interest, penalties and additions relating thereto. “Tax” or “Taxes” includes, without limitation, all add-on minimum, alternative minimum, capital stock, currency, customs, documentary, disability, employee, employer, environmental, estimated, excise, export, FICA, franchise, FUTA, gross receipts, income, import, natural resources, license, occupation, payroll, personal property, premium, real property, registration, sales, severance, social security, stamp, transfer, unemployment, use, value added, windfall profit and withholding taxes and duties. “Tax” or “Taxes” also includes any transferee or secondary liability for Taxes and any liability pursuant to an agreement or otherwise, including liability arising as a result of being or ceasing to be a member of any affiliated group, or being included or required to be included in any Tax Return relating thereto.

     “ Tax Return ” means any tax return, filing or information statement required to be filed in connection with or with respect to any Taxes.

     “ TechniScan Common Stock ” means the Common Stock of TechniScan, par value $.001 per share.

     “ Transaction Expenses ” means all out-of-pocket fees and expenses (including legal and accounting fees and expenses) with respect to this Agreement and the transactions contemplated hereby, including without limitation all fees and expenses relating to the preparation and filing of the Transaction Form 8-K.

     “ Utah Act ” means the Utah Revised Business Corporation Act.

     1.2 Additional Terms . Each of the following additional terms is defined in the Section set forth opposite such term:

ARTICLE II
THE MERGER

     2.1 Merger . On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, in accordance with the provisions of the Utah Act, Merger Sub shall be merged with and into TechniScan. TechniScan shall continue as the surviving entity (the “ Surviving Entity ”) and the separate existence of Merger Sub shall cease.

     2.2 The Closing . The closing of the Merger and the other transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Greenberg Traurig, P.A., in Boca Raton, Florida on October 9, 2009, subject to the satisfaction or waiver of all conditions to the obligations of the parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective parties will take at the Closing itself, but subject to the fulfillment or waiver of those conditions) or such other date as the parties may mutually determine (the “ Closing Date ”).

     2.3 Effective Time . Prior to the Closing, Parent, Merger Sub and TechniScan shall prepare, and, on the Closing Date, TechniScan shall file with the Department of Commerce, Division of Corporations and Commercial Code of the State of Utah (the “ Division ”), Articles of Merger (the “ Articles of Merger ”), and/or such other appropriate documents executed in accordance with the applicable provisions of the Utah Act and shall make all other filings or recordings required under the Utah Act to effect the Merger. The Merger shall become effective at such time as the Articles of Merger are filed with the Division on the Closing Date, or such other time and/or date specified in the Articles of Merger (the “ Effective Time. ”)

     2.4 Legal Effects of the Merger . At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the Utah Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the assets, properties, rights, privileges, powers and franchises of TechniScan and Merger Sub shall vest in the Surviving Entity.

     2.5 Articles of Incorporation and Bylaws of the Surviving Entity .

          (a)  Articles of Incorporation . As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or TechniScan, the Articles of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Entity until thereafter amended in accordance with the Utah Act.

          (b)  Bylaws . As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or TechniScan, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Entity until thereafter amended in accordance with the Utah Act and the Articles of Incorporation of the Surviving Entity.

     2.6 Directors and Officers of the Surviving Entity . The initial director and officer of the Surviving Entity shall be David Robinson, until his successor is duly elected or appointed and qualified.

ARTICLE III
MANNER OF CONVERTING SECURITIES

     3.1 Conversion of Shares in the Merger . Subject to the provisions of this Article III , at and as of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or TechniScan, or any of the shareholders of any of the foregoing, the outstanding securities of TechniScan and Merger Sub shall be converted as follows:

          (a)  TechniScan Common Stock . Each share of TechniScan Common Stock issued and outstanding immediately prior to the Effective Time (other than TechniScan Dissenting Shares) shall, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, TechniScan or Merger Sub, cease to be outstanding and shall be converted into and exchanged for the right to receive one (1) validly issued, fully paid and nonassessable share of Parent Common Stock (the “ Exchange Ratio ”).

          (b)  TechniScan Options . Each option to purchase shares of TechniScan Common Stock that is outstanding immediately prior to the Effective Time shall, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, TechniScan or Merger Sub, cease to be outstanding and shall be converted into and exchanged for an option to purchase an equivalent number of shares of Parent Common Stock pursuant to the terms of a stock option plan which shall be adopted by the Board of Parent to be effective as of the Effective Time.

          (c)  Merger Sub Shares . Each share of common stock, par value $.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, TechniScan or Merger Sub, be converted into and represent the right to receive one (1) validly issued, fully paid and nonassessable share of the common stock, par value $.001 per share, of the Surviving Entity.

          (d)  Parent Common Stock . Each share of Parent Common Stock owned by TechniScan shall, at the Effective Time, be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

     3.2 Surrender and Exchange of TechniScan Securities . As soon as practicable after the Effective Time, Parent shall deliver to each record holder of TechniScan Common Stock a certificate (or evidence of shares in book-entry form) registered in the name of such TechniScan shareholder representing the number of shares of Parent Common Stock to which such holder is entitled under this Article III . As of the Effective Time, each share of TechniScan Common Stock (other than TechniScan Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall be deemed at and after the Effective Time to represent only the right to receive the consideration specified in this Article III , as applicable, for the TechniScan shareholder who is the holder thereof. Each TechniScan Dissenting Share shall be converted into the right to receive payment from the Surviving Entity with respect thereto in accordance with the provisions of the Dissenter’s Act.

     3.3 Transfer Books; No Further Ownership Rights in TechniScan Common Stock . All shares of Parent Common Stock issued in accordance with the terms of this Article III shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the TechniScan Common Stock, and upon such issuance, such shares of Parent Common Stock shall have been duly authorized, validly issued and fully paid and nonassessable. At the Effective Time, the transfer books of TechniScan shall be closed and thereafter there shall be no further registration of transfers on the transfer books of the Surviving Entity of the TechniScan Common Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of TechniScan Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such interests, except as otherwise provided for herein or by applicable Law.

     3.4 No Fractional Shares for Parent Common Stock . No fraction of a share of Parent Common Stock (or evidence of such shares in book-entry form) shall be issued upon the exchange of a share of TechniScan Common Stock pursuant to this Article III , no dividends or other distributions of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of Parent. Each holder of TechniScan Common Stock who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) shall receive from Parent, in lieu of such fractional share, one share of Parent Common Stock.

     3.5 Dissenting Shares . Notwithstanding anything in this Agreement to the contrary, shares of TechniScan Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by TechniScan shareholders properly exercising dissenter’s rights available under the Dissenter’s Act (the “ TechniScan Dissenting Shares ”) shall be converted into the right to receive payment from the Surviving Entity with respect thereto and shall not be converted into or be exchangeable for the right to receive shares of Parent Common Stock unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to payment under the Dissenter’s Act. TechniScan Dissenting Shares shall be treated in accordance with the Dissenter’s Act. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s TechniScan Common Stock shall thereupon be converted into and become exchangeable only for the right to receive, as of the Effective Time, shares of Parent Common Stock in accordance with the terms of this Article III . TechniScan shall give Parent: (a) prompt notice of any written demands for payment of any TechniScan Common Stock, attempted withdrawals of such demands and any other instruments, served pursuant to the Dissenter’s Act and received by TechniScan relating to rights to be paid the “fair value” of TechniScan Dissenting Shares, as provided in the Dissenter’s Act; and (b) the opportunity to participate in, and after the Closing, direct, all negotiations and Proceedings with respect to demands for appraisal under the Dissenter’s Act. TechniScan shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of TechniScan Common Stock. The Surviving Entity shall comply with all notice requirements under the Dissenter’s Act.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF TECHNISCAN

     Except as set forth on the Disclosure Schedule delivered to Parent in connection with this Agreement, TechniScan represents and warrants to Parent as follows, each of which is true and correct in all material respects at the Closing, and which shall survive the Closing for the time period set forth in Article VII :

     4.1 Organization and Standing . TechniScan is a corporation duly organized, validly existing and in good standing under the Laws of the State of Utah. TechniScan has the requisite corporate authority to own and operate its properties and assets, and to carry on its business as currently conducted. TechniScan is presently qualified to do business as a foreign entity in each jurisdiction in which the failure to be so qualified would have

a Material Adverse Effect on TechniScan. True and accurate copies of the TechniScan Organizational Documents, each as in effect as of and at the Closing, have been delivered to Parent.

     4.2 Corporate Power . TechniScan has all requisite corporate power and authority to execute and deliver this Agreement (and other agreements contemplated hereby) and to carry out and perform its other obligations hereunder.

     4.3 Authorization . All corporate action on the part of TechniScan and its shareholders, as applicable, necessary for: (a) the authorization, execution and delivery of this Agreement; and (b) the performance of TechniScan’s obligations hereunder, has been taken. This Agreement has been duly executed by TechniScan and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes and will constitute a valid and legally binding obligation of TechniScan, except: (i) as limited by Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) as limited by rules of Law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.

     4.4 Subsidiaries . TechniScan does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity other than.

     4.5 Noncontravention . The execution and delivery of this Agreement by TechniScan, and TechniScan’s performance of and compliance with the terms hereof, and the consummation of the Merger and the other transactions contemplated hereby, will not: (a) result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under the TechniScan Organizational Documents; (b) result in any material violation, breach or default, be materially in conflict with or constitute, with or without the passage of time or giving of notice, a material default under any TechniScan Material Agreement; (c) require any consent or waiver under any TechniScan Material Agreement (other than any consents or waivers that have been obtained); (d) conflict with or violate in any material respect any Law applicable to the Acquired Entities or by which any property or asset of the Acquired Entities is bound or affected; (e) result in the creation of any Lien upon any of the properties or assets of any Acquired Entity (other than Permitted Liens); (f) trigger any right of cancellation, termination or acceleration under any TechniScan Material Agreement; (g) create any right of payment (in cash, equity securities or other property) in any other Person; or (h) result in a Material Adverse Effect on TechniScan.

     4.6 Capitalization . The authorized capital stock of TechniScan consists of 150,000,000 shares of common stock, par value $.001 per share. No shares of preferred stock are authorized to be issued. As of immediately prior to the Effective Time, there will be approximately 86,000,000 shares of TechniScan Common Stock issued and outstanding and options to purchase an additional 12,365,968 shares of TechniScan Common Stock issued and outstanding. All the issued and outstanding shares of TechniScan Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities of the Company. With the exception of the options to purchase TechniScan Common Stock set forth above, which options shall be converted into the right to receive options to purchase Parent Common Stock at the Effective Time, TechniScan does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. As of the Closing Date, there are no existing voting trusts or similar agreements to which TechniScan is a party with respect to the voting of the capital stock of TechniScan. TechniScan holds no shares of its capital stock in its treasury.

     4.7 Financial Statements . All of the financial statements referred to in this Section 4.7 are hereinafter collectively referred to as the “ TechniScan Financial Statements .”

          (a) The audited consolidated balance sheet of TechniScan as of December 31, 2008 and 2007, and the related audited consolidated statement of operations, statement of stockholders’ equity, and statement of cash flows of TechniScan for the year ended December 31, 2008 and 2007, including all notes thereto, accompanied by the independent auditor’s report thereon; and

          (b) The unaudited consolidated balance sheet (the “ Balance Sheet ”) of TechniScan as of June 30, 2009 (the “ Balance Sheet Date ”), and the related unaudited consolidated statement of operations, statement of stockholders’ equity, and statement of cash flows of TechniScan for the six month period ended June 30, 2009.

     Except as otherwise noted therein, the TechniScan Financial Statements, together with the notes thereto (if any) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods involved, except that the unaudited TechniScan Financial Statements may not contain all footnotes required by GAAP. The TechniScan Financial Statements, together with the notes thereto (if any) fairly present in all material respects the consolidated financial condition, results of operations and cash flow of the Acquired Entities, as the case may be, as of the dates and for the periods indicated therein, subject to normal year-end audit adjustments, which shall not be material, in the case of unaudited TechniScan Financial Statements. No event has occurred and nothing has come to the attention of the Acquired Entities to indicate that the TechniScan Financial Statements did not fairly present in any material respect the consolidated financial condition, results of operations and cash flow of the Acquired Entities, as the case may be, as of the dates and for the periods indicated therein. The Acquired Entities do not have any liabilities of any nature, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, other than: (a) debts, liabilities or obligations that are reflected, reserved for or disclosed in the TechniScan Financial Statements; (b) debts, liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Balance Sheet Date; (c) debts, liabilities or obligations arising in the ordinary course of business under any written contract by which any of the Acquired Entities is bound, excluding liabilities based upon any breach or default of such contracts by the Acquired Entities; (d) liabilities for Transaction Expenses; and (e) debts, liabilities or obligations disclosed in the TechniScan Financial Statements.

     4.8 Absence of Certain Changes or Events . Since June 30, 2009, except as contemplated by this Agreement or incident to the transactions contemplated hereby: (a) there has been no event, occurrence or development that, individually or in the aggregate, has resulted in or could reasonably be expected to result in a Material Adverse Effect on TechniScan; and (b) the Acquired Entities have conducted their business only in the ordinary course consistent with past practices. No Acquired Entity has taken any steps to seek protection pursuant to any bankruptcy Law nor does any Acquired Entity have any Knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy Proceedings or of any fact that would reasonably lead a creditor to do so. The Acquired Entities, taken as a whole, are not Insolvent, nor will the Acquired Entities, taken as a whole, be Insolvent after giving effect to the transactions contemplated hereby to occur at the Closing (other than as a result of any facts or circumstances relating to Parent or Merger Sub).

     4.9 Material Agreements .

          (a) Each written material agreement of the Acquired Entities is hereinafter referred to as a “ TechniScan Material Agreement .” The applicable Acquired Entity, and, to the Acquired En