all of the issued and outstanding shares of common stock of TechniScan Utah (other than dissenting shares, if any) were cancelled and each share of common stock of TechniScan Utah was converted into and exchanged for the right to receive one validly issued, fully paid and nonassessable share of common stock in the Company

Exhibit 10.11

EUROPEAN MARKET DEVELOPMENT AGREEMENT

between

Esaote S.p.A., a company organized under the laws of the Republic of Italy and with registered seat in Genova, Italy (hereinafter referred to as “Esaote”)

— of the one party —

and

TechniScan, Inc., a Utah corporation (hereinafter referred to as “TechniScan”)

— of the other party —

     Esaote and TechniScan are hereinafter referred to individually as a “Party” and collectively as the “Parties”

Recitals

WHEREAS, Esaote is a leading player in the market of ultrasound systems and has developed a proprietary technology for such systems;

WHEREAS, Esaote manufactures and sells, inter alia, ultrasound systems for the examination of the breast;

WHEREAS, TechniScan has developed a prototype of a device for the three dimensional imaging of the whole breast using both reflection and transmission ultrasound to create tomographic images of the female breast;

WHEREAS, on 20th November 2007 the Parties executed a term sheet setting forth inter alia, the basic principles of their possible co-operation in the field of ultrasound systems for breast examination (hereinafter referred to as the “Term Sheet”);

WHEREAS, TechniScan and Esaote on 11^th February 2008 have consolidated their relationship through (i) the acquisition by Esaote of an equity ownership interest in TechniScan pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement” or the “SPA”), (ii) through the execution of an original equipment manufacturing and engineering support agreement (the “OEM Agreement”) for the development of a regulatory approved and usable three dimensional imaging system of the whole breast using both reflection and transmission ultrasound to create tomographic images of the female breast and (iii) through the execution of an exclusive license and distribution Agreement under which Esaote will distribute the Products (the “Distribution Agreement”);

WHEREAS, Esaote and TechniScan have been cooperating effectively to develop the Products and a prototype version of the Product is now installed in Esaote;

WHEREAS, TechniScan has not obtained the FDA approval on the Product defined as the milestone for the Second Closing (as detailed in the SPA) and has redefined its strategy and planning for FDA approvals;

WHEREAS, TechniScan and Esaote have reached a common understanding in how to redefine the Product strategy and they agree that it is worthwhile to focalize better the European market, therefore the activities to obtain the CE mark for the Product and to start the marketing activities in Europe;

WHEREAS, both TechniScan and Esaote are willing to integrate the existing Agreements entering in this European Market Development Agreement (“the EU Agreement”);

NOW, THEREFORE, the Parties enter into this EU Agreement as follows:

	•		Without prejudice to what is provided for in this EU Agreement, all terms and conditions of the previous Agreements shall remain in full force and effect.
	•		Terms which are defined in the previous Agreements shall have the same meanings when used in this EU Agreement, unless a different definition is given herein.
	•		TechniScan will provide (including the system already shipped to Esaote) a total of five Product to Esaote to be used in the CE marking activities and in order to establish clinical reference sites in Europe:
			- 1 prototype to be used in Esaote to support the development (already at Esaote)
			- 1 prototype to be used for CE marking activities (by the end of October 08)
			- 3 low rate initial production (LRIP) units to be used to establish clinical reference sites in Europe (as soon as possible and not later than April 09 for the first, May 09 for the second and June 09 for the third system).
			These systems will be provided by TechniScan at cost for a total of six hundreds thousands dollars (600,000US$).
			These five systems include the development system as per the OEM Agreement, article 9, provision (c), and the system defined in the Distribution Agreement ANNEX D. Payment terms are:
			- three hundreds thousands dollars (300.000 US$) at the order;
			- two hundreds thousands dollars (200.000 US$) at the receipt of the second prototype;
			- one hundred thousands dollars (100.000 US$) at the receipt by Esaote of the last system.

•

ANNEX 1 here attached is the new strategy and development plan of the Product and is here attached as integration of ANNEX 2 of the OEM Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in duplicate by their authorized officers on the dates and the places mentioned below:

Genova, October 28th 2008						October 17th 2008
Esaote S.p.A.						TechniScan, Inc.
By:		/s/ Fabrizio Landi				By:		/s/ David Robinson
Name:		Fabrizio Landi				Name:		David Robinson
Title:		Managing Director and General Manager				Title:		President & CEO

ANNEX 1

TechniScan Prototype Characteristics and Plan

Systems characteristics

N.

Function

Rev 0

Rev 1

Rev 2

Rev 3

Rev 4

1.

Acquisition Speed in minutes

45

45

20

8-10

8-10

2.

Tomographic reflection images

Yes

Yes

Yes

Yes

Yes

3.

Tomographic reflection images (speed corrected)

No

Yes

Yes

Yes

Yes

4.

Transmission Imaging Speed of sound

No

Yes

Yes

Yes

Yes

5.

Transmission imaging Attenuation

No

Yes

Yes

Yes

Yes

6.

Transmission Processing Time in minutes

N/A

< 20

< 20

< 20

< 10

7.

Reflection Processing Time in minutes

Offline

< 20

< 20

< 5

< 5

8.

UI for automated acquisition

Yes

Yes

Yes

Yes

Yes

9.

Imaging presentation on workstation — Transmission

No

DICOM

DICOM

DICOM

DICOM

10.

Imaging presentation on workstation — Reflection

No

DICOM

DICOM

DICOM

DICOM

11.

Expanded Exam/archive management

No

No

No

Some

Yes

12.

Chest wall imaging — Reflection

Yes

Yes

Yes

Yes

Yes

13.

Chest wall imaging — Transmission

No

No

No

No

No

14.

UI handheld probe and biopsy

No

No

No

Some

Yes

15.

Final UI and keyboard layout

No

No

No

Some

Yes

Configuration definition

		Definition		Date
Rev 0		Prototype at the stage when it will be installed to Italy		Late July
Rev 1		Prototype at the stage when it will be upgraded in Italy and installed at Orange County, (Clinical proof of concept) reduced scan time		Early September
Rev 2		Prototype to continue clinical proof of concept (Upgrade: Italy and Orange County)		Late September
Rev 3		Prototype to perform full clinical validation of automated scan		Early January
Rev 4		LRIP Verified and Validated System final configuration (Hardware and Software)		Early May

Glossary:

Tomographic reflection images : images produced compounding reflection acquisitions
LRIP low initial rate production = pre-series 7 Units
Esaote 1 = First prototype in Europe
Esaote 2 = Second prototype in Europe
TMS # = Prototype in USA

Main Milestones

Activities		Prototype, Revision		Date		Notes
First prototype in Italy		Esaote 1, Rev 0		Late July 08		Shipped
						7/11/08
Start clinical evaluation USA (O.C.)		TMS #, Rev 1		September 08
Clinical evaluation samples in Europe		Esaote 1, Rev 1		Early October 08		Uses first proto system
CE measurements start		TMS #, Rev 1		Early October 08
Analysis first clinical results Europe				Mid November 08		RSNA?
Analysis first clinical results USA				Early October 08
Second sample in Italy		Esaote 2, Rev 2		Early October 08		Second system
Clinical Test Protocol for Europe Start clinical protocol CE				Mid October 08
Clinical Test Protocol for USA Start clinical protocol FDA		TMS #, Rev 2		Early October 08
Upgrade Rev. 3 (Full speed, some hand held probe)		TMS# — Esaote 1,2		Mid January 09
MKT Plan in European Countries and necessary investment MKT Plan in USA				End January 09		Robinson to work with Esaote
Go-No-Go Review (launch purchasing order for LRIP)				November 08		Upon Payment
LRIP assembly				March 09		Orders placed upon 2nd payment
Upgrade Rev. 4 (Final release)		TMS# — Esaote 1,2 — LRIP		Early April 09
LRIP Release				Mid May 09		Upon Payment
CE mark submission				Mid September 08
CE expected approval				End May 09
FDA meeting				End September 08		Verify plan after FDA meeting
FDA submission				November 08
FDA clearance				May 09
Start marketing activities in Europe (installing/selling demo units)				End May 09

Activities		Prototype, Revision		Date		Notes
Start marketing activities in USA (installing/selling demo units)				End May 09
Launch purchasing order for Production				Mid April 09
Product’ s general availability				Late August 09