Exhibit 10.79


    
      

    


    December
      28, 2005

    MEMORANDUM
      OF UNDERSTANDING

    


    A
      Memorandum of Understanding (MOU) between Quantum Molecular Pharmaceuticals,
      Inc, (QMP), Imagin Diagnostic Centres, Inc. (IDC) and Positron Corporation
      (POSC) together referred to as the “parties”. 

     

    Whereas
      the parties are desirous to collaborate to develop a new generation of positron
      emission tomography (PET) technology using concepts and research and development
      activities ( R & D effort) conceived and to be implemented by Dr. Irving
      Weinberg of Rockville, Maryland.

    


    Whereas
      ,
      Dr. Irving Weinberg is an exclusive consultant to QMP. Whereas QMP has agreed
      to
      create a support team for the implementation of the R & D effort to be
      headquartered in Rockville, Maryland and at Georgetown University in Washington,
      DC or an equivalent research-based institution or entity. (“the institutional
      research facility”).

    


    Whereas
      POSC has asked QMP and IDC to supplement the funding of these activities through
      a joint venture. QMP, IDC and POSC agree that this MOU will outline the
      agreement between the parties to proceed with this joint effort. The parties
      agree as follows:

    


    
      	 	
              1.
                

            	
              The
                parties will form a joint venture (JV) to be called Quantum Molecular
                Technologies JV - (“QMTJV” or “JV”) which will have an 51% participation
                for QMP, a 20% participation for POSC and . iMAGIN Diagnostic Centres,
                Inc., (IDC) will retain ownership of 29% of the QMTJV. QMP, IDC and
                POSC
                will be the only JV partners. 

            


    

    


    
      	 	
              2. 

            	
              POSC
                will have an option to increase its JV participation to 51% throughout
                the
                acquisition of a further 31% interest in the JV from QMP by transfer
                to
                QMP of 150 million common shares of POSC calculated on a pre-split
                basis
                during the period to end December 31,
                2007.

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    
      	 	
              3.

            	
              Dr.
                Irving Weinberg will head up the JV and will be supported by the
                institutional research facility.

            


    

    


    
      	 	
              4.

            	
              POSC
                will fund the JV from the date of December 28, 2005. QMP will administer
                the accounting for the JV and will issue monthly progress and financial
                reports to the JV partners.

            


    

    


    
      	 	
              5.

            	
              QMP
                and iMAGIN Diagnostic Centres, Inc. “the funding partners” will have the
                right to fund the JV through the acquisition of POSC convertible
                preferred
                shares in an amount up to (US) $4 million which preferred will be
                convertible into POSC common shares priced at .02¢
                per common share. Preferred shares will have all of the qualities
                of the
                POSC Series G Preferred. As an adjunct to the financing, QMP and
                IDC will
                grant to POSC of a free carried interest of 20% in the JV. POSC will
                issue
                the convertible preferred shares to “the funding parties” periodically as
                it receives funding. POSC will be obligated to fund the JV however,
                POSC
                will have the flexibility to use funds received from the funding
                parties
                as it sees fit including for POSC working capital
                purposes.

            


    

    


    
      	 	
              6.

            	
              POSC
                will have the right to manufacture and sell PET products developed
                by the
                JV in exchange for royalty payments to the JV to be negotiated. Royalty
                payments will be at favorable rates to POSC at the low end of ranges
                prevalent in the medical diagnostic imaging
                industry.

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      	 	
              7.

            	
              All
                funding by POSC into the QMTJV will be in the form of debt which
                will be
                repayable to POSC out of the first cash flow generated by
                QMTJV.

            


    

    


    
      	 	
              8. 

            	
              Any
                disputes which arise as a result of this MOU will be adjudicated
                in
                Toronto, Ontario by arbitration with an arbitrator agreed upon by
                the
                parties.

            


    

    


     

    Dated
      at
      Toronto, Ontario and Chicago Illinois, the 28th
      day of
      December, 2005.

     

     

    
      	Quantum
              Molecular Pharmaceutical, Inc.	 	Positron
              Corporation
	 	 	 	 	 
	
              Per:

            	
               

            	 	
              Per:

            	
               

            


    

     

     

    


     iMAGIN
      Diagnostic Centres, Inc.

    


    
      	
              Per:
                

            	
               

            	 


    

     

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