PROFESSIONAL SERVICES
AGREEMENT
THIS
PROFESSIONAL SERVICES AGREEMENT (this “ Agreement
”), dated as of October 9, 2009 (“ Effective
Date ”), is by and between TECHNISCAN, INC., a Delaware
corporation (the “ Company ”), and PCOF
PARTNERS, LLC, a Delaware limited liability company (“
Phoenix ”).
WHEREAS,
Phoenix desires to serve as a non-exclusive consultant and advisor
to the Company;
WHEREAS,
the Company desires to engage Phoenix on a non-exclusive basis to
act as a consultant and advisor to the Company, according to the
terms and conditions contained herein; and
WHEREAS ,
the parties hereto desire to make certain representations,
warranties, covenants and agreements in connection with the
services to be provided pursuant to this Agreement.
NOW,
THEREFORE , for the reasons set forth hereinabove, and in
consideration of the foregoing premises and of the mutual promises,
representations, warranties, covenants and agreements contained
herein, and other good and valuable consideration, the receipt of
which are hereby acknowledged, the parties do hereby agree as
follows:
1.
Non-Exclusive Engagement . The Company hereby retains
Phoenix to perform consulting and advisory services on a
non-exclusive basis, and Phoenix hereby accepts such retention and
agrees to do and perform consulting and advisory services upon the
terms and conditions set forth herein.
(a)
Basic Services . During the Term (as defined below), Phoenix
shall provide the following services to the Company (“
Services ”):
(i) guidance
and advice on developing relationships with potential market
makers;
(ii) guidance
and advice with regard to investor and/or public relation
matters;
(iii) guidance
and advice in evaluating financing proposals;
(iv) guidance
and advice with regard to debt and equity structures;
(v) guidance
and advice in evaluating acquisitions;
(vi) guidance
and advice with regard to future financing strategy; and
(v) such
other services as reasonably requested by the Company from time to
time.
(b)
Location of Service . The Services shall be rendered by
Phoenix in consultation with the Company at such time and place and
in such manner (whether by conference, telephone, letter or
otherwise) as mutually agreed to between the parties.
(c)
Information . The Company shall furnish Phoenix such
information, including financial statements related to the
business, operations, assets and liabilities of the Company, as
Phoenix may reasonably request in connection with the performance
of its Services. Notwithstanding the above, the Company agrees that
it will not at any time provide Phoenix with any information that
is not at the time of such disclosure public knowledge and/or in
the public domain.
(d)
No Broker-Dealer Services . The Company acknowledges,
understands and agrees that Phoenix is not a licensed
broker-dealer, as that term is defined under federal and/or state
laws, and no Services provided by Phoenix would require Phoenix to
be licensed or registered as a broker-dealer to lawfully perform
such Services.
3.
Compensation . As compensation for the Services, and
subject to the terms and conditions of this Agreement, the Company
shall issue Phoenix 1,000,000 shares of the Company’s common
stock, par value $.001 per share (“ Shares ”).
Upon both parties proper execution of this Agreement, the Company
will promptly issue and deliver to Phoenix a newly issued stock
certificate(s) evidencing the Shares directly in Phoenix’s
name. The Shares are deemed to be earned as of the Effective Date,
and as payment in full for any and all Services rendered by Phoenix
to the Company prior to, and/or after, the Effective
Date.
(a)
Term . The term of the Agreement shall commence on the
Effective Date, and shall terminate 12 months from the date
hereof (the “ Term ”), unless otherwise
terminated pursuant to the terms hereof. Upon termination, except
for the covenants made by Phoenix under Section 6 hereof, all
rights, duties and obligations of the parties shall immediately
terminate and be of no further force or effect.
(b)
Termination . Either party can terminate this Agreement for
any reason or no reason or cause at all, upon 30 days written
notice to the other party any time after six months following the
Effective Date, without any further liability on the part of either
party, except for the covenants made by Phoenix under
Section 6 hereof. Notwithstanding anything to the contrary set
forth in this Agreement, upon termination of this Agreement at
anytime for any reason, Phoenix shall have no obligation to return
to the Company any or all of the Shares, nor pay or provide any
monetary consideration or otherwise to the Company for the
Shares.
2
5.
Representations, Warranties and Covenants of the Company
. The Company hereby represents, warrants and covenants to Phoenix
as follows, each of which is true and correct in all material
respects at Closing:
(a)
Valid Corporate Existence; Qualification . The Company is
duly organized, validly existing and in good standing under the
laws of the State of Delaware. The Company has the corporate power
to carry on its businesses as now conducted and to own its assets.
The Company is duly qualified to conduct business and is in good
standing as a foreign corporation in those jurisdictions in which
the Company is required to qualify in order to own its assets or
properties or to carry on its businesses as now conducted, except
where the failure to qualify would not have a material adverse
effect on the business of the Company taken as a whole, and, to the
best of the Company’s knowledge, there has not been any claim
by any other jurisdiction to the effect that the Company is
required to qualify or otherwise be authorized to do business as a
foreign corporation therein.
(b)
Capitalization . The authorized capital stock of the Company
consists of 150,000,000 shares of common stock, and no shares of
preferred stock, par value $.001 per share, of which there are
approximately 94,000,000 shares of common stock issued and
outstanding. All of such outstanding shares are duly authorized,
validly issued, fully paid and nonassessable. There are no
subscriptions, options, warrants, rights or calls or other
commitments or agreements to which the Company is a party or by
which such persons are bound, calling for the issuance, transfer,
sale or other disposition of any class of securities of the
Company. There are no outstanding securities of the Company
convertible or exchangeable, actually or contingently, into shares
of common stock, or any other securities of the Company.
(c)
Consents . There are no consents of governmental or other
regulatory agencies, foreign or domestic or of other parties
required to be received by or on the part of the Company to enable
it to enter into and carry out this Agreement in all material
respects.
(d)
Corporate Authority; Binding Nature of Agreement; Title to the
Common Stock, etc . The Company has the power to enter into
this Agreement and to carry out its obligations hereunder. The
execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by
the Company’s Board of Directors. Upon execution of this
Agreement by the Company, no other corporate proceeding on the part
of the Company i
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