Unassociated Document


    

      EXHIBIT
        10.3

      REGISTRATION
        RIGHTS AGREEMENT

       

      This
        Registration Rights Agreement (this "Agreement")
        is
        made and entered into as of August 8, 2005 by and between Imagin Diagnostic
        Centres, Inc., 1835 Yonge St., Suite 500, Toronto,
        Ontario, Canada M4S, ("Purchaser"),
        and
        Positron Corporation, a Texas corporation (the "Company").

       

      R
        E C
        I T A L S :

       

      WHEREAS,
        concurrent with the execution of this Agreement the Company and Purchaser
        are
        entering into a Note Purchase Agreement (as defined below) pursuant to which
        Purchaser will purchase from the Company Convertible Promissory Notes in
        the
        aggregate principal amount of $400,000 (the "Notes");
        and

       

      WHEREAS,
        the Notes are convertible at the option of the holders into shares of the
        Company's Common Stock (the "Common Stock").

       

      NOW,
        THEREFORE, in consideration of the mutual promises, representations, warranties
        and conditions set forth in this Agreement, the parties hereto, intending
        to be
        legally bound, hereby agree as follows:

       

      A G R E E M E N T
        :

       

      1.  Definitions.
        For
        purposes of this Agreement, in addition to the definitions set forth above
        and
        elsewhere herein, the following terms shall have the following respective
        meanings:

       

      "Acquisition
        Shares"
        shall
        mean the shares of Common Stock which the Purchaser will have a right to
        acquire
        upon the conversion of the Notes.

       

      "Commission"
        shall
        mean the United States Securities and Exchange Commission and any successor
        agency.

       

      "Demand
        Date"
        shall
        mean the date the Company receives the written request for registration of
        Registrable Stock from Purchaser pursuant to Section 3 hereof.

       

      "Exchange
        Act"
        shall
        mean the Securities Exchange Act of 1934, as amended, or any similar federal
        statute, and the rules and regulations of the Commission thereunder, all
        as the
        same shall be in effect at the time.

       

      "Holder"
        shall
        mean the Purchaser and all transferees or assignees thereof to whom the rights
        under this Agreement are assigned in accordance with the provisions of
        Section 8 hereof.

       

      "Note
        Purchase Agreement"
        shall
        mean the Note Purchase Agreement between the Company and the Purchaser, dated
        as
        of August 8, 2005

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Person"
        shall
        mean an individual, corporation, partnership, limited partnership, syndicate,
        person (including, without limitation, a "person" as defined in
        Section 13(d)(3) of the Exchange Act), trust, association or entity
        or
        government, political subdivision, agency or instrumentality of a
        government.

       

      "Register,"
        "registered"
        and
        "registration"
        shall
        refer to a registration effected by preparing and filing a registration
        statement or similar document in compliance with the Securities Act and the
        declaration or ordering of effectiveness of such registration statement or
        document.

       

      "Registrable
        Stock"
        shall
        mean (a) the Acquisition Shares, (b) any shares of Common Stock
        or
        other capital stock issued as a dividend, or other distribution with respect
        to,
        or in exchange for, or in replacement of, any of the Acquisition Shares and
        (c) any shares of capital stock issued by way of a stock split of
        the
        Acquisition Shares referred to in clause (a) above. For purposes of
        this
        Agreement, any Registrable Stock shall cease to be Registrable Stock when
        (i) a registration statement covering such Registrable Stock has been
        declared effective and such Registrable Stock has been disposed of pursuant
        to
        such effective registration statement, (ii) such Registrable Stock
        is sold
        by a person in a transaction in which the rights under the provisions of
        this
        Agreement are not assigned, or (iii) all such Registrable Stock may
        be sold
        by any and all Holders pursuant to Rule 144(k) (or any similar provision
        then in
        force, but not Rule 144A) under the Securities Act without registration
        under the Securities Act.

       

      "Securities
        Act"
        shall
        mean the Securities Act of 1933, as amended, or any similar federal statute,
        and
        the rules and regulations of the Commission thereunder, all as the same shall
        be
        in effect at the time.

       

      2.  Restrictive
        Legend.
        Each
        certificate representing Acquisition Shares shall, except as otherwise provided
        in this Section 2, be stamped or otherwise imprinted with a legend
        substantially in the form set forth in the Note Purchase Agreement. A
        certificate shall not bear such legend if in the opinion of counsel satisfactory
        to the Company or the Company shall determine that the securities being sold
        thereby may be publicly sold without registration under the Securities Act
        or
        the transfer of such securities is permitted under the provisions of Regulation
        D, Rule 144(k) or Rule 144A (or any rule permitting public
        sale
        without registration under the Securities Act).

       

      3.  Registration
        Rights.
        Upon
        the written request of Purchaser to the Company, the Company shall use its
        reasonable best efforts to prepare and file with the Commission a registration
        statement on an applicable form, signed, pursuant to Section 6(a)
        of the
        Securities Act, by the officers and directors of the Company, with respect
        to
        the Registrable Stock. If the Company shall fail to register the shares of
        Registrable Stock, the Company shall deliver the unregistered shares of
        Registrable Stock to the Purchaser and such shares may be sold pursuant to
        and
        subject to the requirements of Rule 144 under the Securities Act. The Company's
        delivery of the unregistered shares shall be the Purchaser's sole remedy
        for any
        failure by the Company to register shares pursuant to this Section 3. In
        connection with this Section 3, the Company shall:

       

       (a)  cause
        such registration statement to become effective on or before the three-month
        anniversary of the Demand Date and to remain effective through and including
        the
        earlier of (i) the time when all of the Registrable Stock has been
        sold
        pursuant to such registration statement or (ii) the time when all
        of the
        Holders of the Registrable Stock can sell all of the Registrable Stock pursuant
        to Rule 144(k) (or any similar provision then in force, but not
        Rule 144A) under the Securities Act without registration under the
        Securities Act.

       

      
        
          
          

        

        
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      (b)  prepare
        and file with the Commission such amendments and supplements to such
        registration statement, signed, pursuant to Section 6(a) of the Securities
        Act, by the officers and directors of the Company, and the prospectus used
        in
        connection therewith as may be necessary to comply with the provisions of
        the
        Securities Act with respect to the disposition of all Registrable Stock covered
        by such registration statement;

       

      (c)  furnish
        to the Holders such numbers of copies of the registration statement and the
        prospectus included therein (including each preliminary prospectus and any
        amendments or supplements thereto) in conformity with the requirements of
        the
        Securities Act and such other documents and information as they may reasonably
        request;

       

      (d)  use
        its
        reasonable best efforts to register or qualify the Registrable Stock covered
        by
        such registration statement under such other securities or blue sky laws
        of such
        jurisdictions within the United States and Puerto Rico as required by law
        for
        the distribution of the Registrable Stock covered by the registration statement;
        provided, however, that the Company shall not be required in connection
        therewith or as a condition thereto to qualify to do business in or to file
        a
        general consent to service of process in any jurisdiction wherein it would
        not
        but for the requirements of this paragraph (d) be obligated to do
        so; and
        provided, further, that the Company shall not be required to qualify such
        Registrable Stock in any jurisdiction in which the securities regulatory
        authority requires that any Holder submit any shares of its Registrable Stock
        to
        the terms, provisions and restrictions of any escrow, lockup or similar
        agreement(s) for consent to sell Registrable Stock in such jurisdiction unless
        such Holder agrees to do so;

       

      (e)  promptly
        notify each Holder for whom such Registrable Stock is covered by such
        registration statement, at any time when a prospectus relating thereto is
        required to be delivered under the Securities Act, of the happening of any
        event
        as a result of which the prospectus included in such registration statement,
        as
        then in effect, includes an untrue statement of a material fact or omits
        to
        state any material fact required to be stated therein or necessary to make
        the
        statements therein not misleading in light of the circumstances under which
        they
        were made, and at the request of any such Holder promptly prepare and furnish
        to
        such Holder a reasonable number of copies of a supplement to or an amendment
        of
        such prospectus as may be necessary so that, as thereafter delivered to Holders
        of such securities, such prospectus shall not include any untrue statement
        of a
        material fact or omit to state a material fact required to be stated therein
        or
        necessary to make the statements therein not misleading in light of the
        circumstances under which they were made;

       

      (f)  enter
        into customary agreements and take such other actions as are reasonably required
        in order to expedite or facilitate the disposition of the Registrable Stock
        to
        be so included in the registration statement;

       

      
        
          
          

        

        
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      (g)  otherwise
        use its reasonable best efforts to comply with all applicable rules and
        regulations of the Commission;

       

      (h)  use
        its
        reasonable best efforts to list the Registrable Stock covered by such
        registration statement with any securities exchange on which Common Stock
        is
        then listed; and

       

      (i)  after
        the
        effectiveness of the registration statement, cooperate with the Holders to
        facilitate the timely preparation and delivery of certificates representing
        the
        Registrable Stock to be sold, which certificates shall not bear any restrictive
        legends other than restrictive legends still required to be imposed by the
        Note
        Purchase Agreement.

       

      4.  Suspension
        of Trading.
        Notwithstanding any other provision of this Agreement, the Company shall
        have
        the right at any time to require that all Holders suspend further open market
        offers and sales of Registrable Stock whenever, and for so long as, in the
        reasonable judgment of the Company in good faith based upon the advice of
        counsel satisfactory to the Holders of a majority of the Registrable Stock,
        there is in existence material undisclosed information or events with respect
        to
        the Company (the "Suspension
        Right")
        such
        that the registration statement would contain any untrue statement of a material
        fact or omit to state any material fact required to be stated therein or
        necessary to make the statements therein not misleading in light of the
        circumstances under which they were made. In the event the Company exercises
        the
        Suspension Right, such suspension will continue for such period of time
        reasonably necessary for disclosure to occur at a time that is not materially
        detrimental to the Company or until such time as the registration statement
        does
        not include any untrue statement of a material fact or omit to state any
        material fact required to be stated therein or necessary to make the statements
        therein not misleading in light of the circumstances under which they were
        made,
        each as determined in good faith by the Company. The Company will promptly
        give
        the Holders notice, in a writing signed by an executive officer of the Company,
        of any exercise of the Suspension Right. The Company agrees to notify the
        Holders promptly upon termination of the Suspension Right. Notwithstanding
        the
        foregoing, under no circumstances shall Holder be entitled to exercise the
        Suspension Right for more than sixty calendar days in any twelve-month
        period.

       

      5.  Furnish
        Information.
        It
        shall be a condition precedent to the obligations of the Company to take
        any
        action pursuant to this Agreement that the Holders shall furnish to the Company
        such information regarding themselves, the Registrable Stock held by them,
        and
        the intended method of disposition of such securities as the Company shall
        reasonably request and as shall be required in connection with the action
        to be
        taken by the Company.

       

      6.  Expenses
        of Registration.
        So long
        as the Company has received at least $400,000 in principal under the Notes,
        all
        expenses incurred in connection with the registration pursuant to this
        Agreement, including without limitation all registration, filing and
        qualification fees, word processing, duplicating, printers' and accounting
        fees
        (including the expenses of any special audits or comfort letters required
        by or
        incident to such performance and compliance), fees of the National Association
        of Securities Dealers, Inc. or listing fees, messenger and delivery expenses,
        all fees and expenses of complying with state securities or blue sky laws,
        reasonable fees and disbursements of counsel for the Company (collectively,
        the
        "Expenses"),
        shall
        be paid by the Company. If the Company has not received at least $400,000
        in
        principal under the Notes and Purchaser has requested registration pursuant
        to
        this Agreement, all Expenses shall be paid by Purchaser. In the event Expenses
        are to be paid by Purchaser, such Expenses shall be prepaid by Purchaser
        to the
        Company upon receipt of a reasonable estimate from the Company (the
        "Expenses
        Estimate").
        To
        extent the Expenses Estimate exceeds actual Expenses, Purchaser shall be
        reimbursed within 30 days of the effective registration of the Registrable
        Stock. To extent the Expenses Estimate is insufficient to cover total actual
        Expenses, Purchaser shall reimburse the Company for such excess within 30
        days
        of receipt of an invoice for such excess Expenses. The parties agree that
        all
        underwriting discounts and commissions shall be the responsibility of the
        Holders.

       

      
        
          
          

        

        
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      7.  Indemnification.

       

      (a)  To
        the
        extent permitted by applicable law, the Company shall indemnify and hold
        harmless each Holder, such Holder's directors and officers, any underwriter
        (as
        defined in the Securities Act), and each person, if any, who controls such
        Holder or underwriter within the meaning of the Securities Act, against any
        losses, claims, damages or liabilities, joint or several, to which they may
        become subject under the Securities Act or any other applicable state or
        federal
        law, insofar as such losses, claims, damages or liabilities (or proceedings
        in
        respect thereof) arise out of or are based on any untrue or alleged untrue
        statement of any material fact contained in such registration statement on
        the
        effective date thereof (including any prospectus filed under Rule 424
        under
        the Securities Act or any amendments or supplements thereto) or arise out
        of or
        are based upon the omission or alleged omission to state therein a material
        fact
        required to be stated therein or necessary to make the statements therein
        not
        misleading, and shall reimburse each such Holder, such Holder's directors
        and
        officers, such underwriter or controlling person for any legal or other expenses
        reasonably incurred by them (but not in excess of expenses incurred in respect
        of one counsel and one local counsel for all of them unless, in the reasonable
        judgment of an indemnified party there is potential conflict of interest
        between
        any indemnified parties, which indemnified parties may be represented by
        separate counsel and local counsel) in connection with investigating or
        defending any such loss, claim, damage, liability or action; provided, however,
        that the indemnity agreement contained in this Section 7(a) shall
        not apply
        to amounts paid in settlement of any such loss, claim, damage, liability
        or
        action if such settlement is effected without the consent of the Company
        (which
        consent shall not be unreasonably withheld); provided, further, that the
        Company
        shall not be liable to any Holder, such Holder's directors and officers,
        underwriter or controlling person in any such case for any such loss, claim,
        damage, liability or action to the extent that it arises out of or is based
        upon
        an untrue statement or alleged untrue statement or omission or alleged omission
        made in connection with such registration statement, preliminary prospectus,
        final prospectus or amendments or supplements thereto, in reliance upon and
        in
        conformity with written information furnished expressly for use in connection
        with such registration by any such Holder, such Holder's directors and officers,
        underwriter or controlling person. Such indemnity shall remain in full force
        and
        effect regardless of any investigation made by or on behalf of any such Holder,
        such Holder's directors and officers, underwriter or controlling person,
        and
        shall survive the transfer of such securities by such Holder.

       

      
        
          
          

        

        
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      (b)  To
        the
        extent permitted by applicable law, each Holder shall indemnify and hold
        harmless the Company, each of its directors and officers, each person, if
        any,
        who controls the Company within the meaning of the Securities Act, and any
        underwriter (within the meaning of the Securities Act) for the Company against
        any losses, claims, damages or liabilities, joint or several, to which the
        Company or any such director, officer, controlling person or underwriter
        may
        become subject, under the Securities Act or any other applicable state or
        federal law, insofar as such losses, claims, damages or liabilities (or
        proceedings in respect thereof) arise out of or are based upon any untrue
        statement or alleged untrue statement of any material fact contained in such
        registration statement on the effective date thereof (including any prospectus
        filed under Rule 424 under the Securities Act or any amendments or
        supplements thereto) or arise out of or are based upon the omission or alleged
        omission to state therein a material fact required to be stated therein or
        necessary to make the statements therein not misleading, in each case to
        the
        extent, but only to the extent, that such untrue statement or alleged untrue
        statement or omission or alleged omission was made in such registration
        statement in reliance upon and in conformity with written information furnished
        expressly by or on behalf of such Holder for use in connection with such
        registration; and each such Holder shall reimburse any legal or other expenses
        reasonably incurred by the Company or any such director, officer, controlling
        person, agent or underwriter (but not in excess of expenses incurred in respect
        of one counsel and one local counsel for all of them unless, in the reasonable
        judgment to of an indemnified party, there is a conflict of interest between
        any
        indemnified parties, which indemnified parties may be represented by separate
        counsel and local counsel) in connection with investigating or defending
        any
        such loss, claim, damage, liability or action; provided, however, that the
        indemnity agreement contained in this Section 7(b) shall not apply
        to
        amounts paid in settlement of any such loss, claim, damage, liability or
        action
        if such settlement is effected without the consent of such Holder (which
        consent
        shall not be unreasonably withheld), and provided, further, that the liability
        of each Holder hereunder shall be limited to the proportion of any such loss,
        claim, damage, liability or expense which is equal to the proportion that
        the
        net proceeds from the sale of the shares sold by such Holder under any such
        registration statement bears to the total net proceeds from the sale of all
        securities sold thereunder, but not in any event to exceed the net proceeds
        received by such Holder from the sale of Registrable Stock covered by such
        registration statement.

       

      (c)  Promptly
        after receipt by an indemnified party under this Section of notice of the
        commencement of any action, such indemnified party shall, if a claim in respect
        thereof is to be made against any indemnifying party under this Section,
        notify
        the indemnifying party in writing of the commencement thereof and the
        indemnifying party shall have the right to participate in and assume the
        defense
        thereof with counsel selected by the indemnifying party and reasonably
        satisfactory to the indemnified party; provided, however, that the exercise
        of
        the foregoing right shall be conditioned upon the written acknowledgment
        of the
        indemnifying party to the indemnified party of the indemnifying party's
        obligation hereunder to indemnify the indemnified party for any losses arising
        from such action; and provided further, that in such event, the indemnified
        party shall have the right to retain its own counsel and local counsel, with
        all
        fees and expenses thereof to be paid by such indemnified party, and to be
        apprised of all progress in any proceeding the defense of which has been
        assumed
        by the indemnifying party. The failure to notify an indemnifying party promptly
        of the commencement of any such action, shall only release the indemnifying
        party from any of its obligations under this Section 7(c) if, and
        only to
        the extent that, such indemnifying party is materially prejudiced by such
        failure, but the omission to so notify the indemnifying party will not relieve
        it of any liability that it may have to any indemnified party otherwise than
        under this Section.

       

      
        
          
          

        

        
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      (d)  To
        the
        extent any indemnification by an indemnifying party is prohibited or limited
        by
        law, the indemnifying party, in lieu of indemnifying such indemnified party,
        shall contribute to the amount paid or payable by such indemnified party
        as a
        result of such losses, claims, damages or liabilities in such proportion
        as is
        appropriate to reflect the relative fault of the indemnifying party and
        indemnified party in connection with the actions which resulted in such losses,
        claims, damages or liabilities, as well as any other relevant equitable
        considerations. The relative fault of such indemnifying party and indemnified
        party shall be determined by reference to, among other things, whether any
        action in question, including any untrue or alleged untrue statement of material
        fact or omission or alleged omission to state a material fact, has been made
        by,
        or relates to information supplied by, such indemnifying party or indemnified
        party, and the parties' relative intent, knowledge, access to information
        and
        opportunity to correct or prevent such action. The amount paid or payable
        by a
        party as a result of the losses, claims, damages or liabilities referred
        to
        above shall be deemed to include any legal or other fees or expenses reasonably
        incurred by such party in connection with any investigation or
        proceeding.

       

      The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 7(d) were determined by pro rata allocation
        or by
        any other method of allocation which does not take account of the equitable
        considerations referred to in the immediately preceding paragraph. No person
        guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
        of the Securities Act) shall be entitled to contribution from any person
        who was
        not guilty of such fraudulent misrepresentation.

       

      8.  Transfer
        of Registration Rights.
        Subject
        to any transfer restrictions set forth in the Note Purchase Agreement or
        the
        Notes the rights of any Holder under this Agreement with respect to any
        Registrable Stock may be transferred to any transferee of such Registrable
        Stock; provided, however, that (i) the transferring Holder shall give
        the
        Company written notice at or prior to the time of such transfer stating the
        name
        and address of the transferee and identifying the securities with respect
        to
        which the rights under this Agreement are being transferred; (ii) such
        transferee shall agree in writing, in form and substance reasonably satisfactory
        to the Company, to be bound as a Holder by the provisions of this Agreement;
        and
        (iii) immediately following such transfer the further disposition
        of such
        securities by such transferee is restricted under the Securities Act. Except
        as
        set forth in this Section 8, no transfer of Registrable Stock shall
        cause
        such Registrable Stock to lose such status.

       

      9.  Successors
        and Assigns.
        Except
        as otherwise expressly provided herein, the terms and conditions of this
        Agreement shall inure to the benefit of and be binding upon the respective
        successors and assigns of the parties hereto. Except as expressly provided
        in
        this Agreement, nothing in this Agreement, express or implied, is intended
        to
        confer upon any person other than the parties hereto or their respective
        successors and assigns any rights, remedies, obligations, or liabilities
        under
        or by reason of this Agreement.

       

      
        
          
          

        

        
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      10.  Counterparts;
        Titles.
        This
        Agreement may be executed and delivered (including by facsimile transmission)
        in
        one or more counterparts, and by the different parties hereto in separate
        counterparts, each of which shall be deemed to be an original, but all of
        which
        taken together shall constitute one and the same agreement. The titles of
        the
        Sections of this Agreement are used for convenience only and are not to be
        considered in construing or interpreting this Agreement.

       

      11.  Notices.
        Any
        notice required or permitted hereunder shall be given in writing and shall
        be
        conclusively deemed effectively given upon personal delivery or delivery
        by
        courier, or on the first business day after transmission if sent by confirmed
        facsimile transmission or electronic mail transmission, or five days after
        deposit in the United States mail, by registered or certified mail, postage
        prepaid, addressed (i) if to the Company, as set forth below the Company's
        name
        on the signature page of this Agreement, and (ii) if to an Investor, at such
        Investor's address as set forth on the Signature page of this Agreement,
        or at
        such other address as the Company or such Investor may designate by 10 days'
        advance written notice to the other parties hereto.

       

      12.  Amendments
        and Waivers.
        Any
        provision of this Agreement may be amended and the observance of any provision
        of this Agreement may be waived (either generally or in a particular instance
        and either retroactively or prospectively), only with the written consent
        of the
        Company and the Holders of at least 50% of the Registrable Stock then
        outstanding. Any amendment or waiver effected in accordance with this
        Section 12 shall be binding upon each Holder of any securities subject
        to
        this Agreement at the time outstanding (including securities into which such
        securities are convertible), each future Holder and all such securities,
        and the
        Company. No failure or delay by any party in exercising any right, power
        or
        privilege hereunder shall operate as a waiver thereof nor shall any single
        or
        partial exercise thereof preclude any other or further exercise thereof or
        the
        exercise of any other right, power or privilege.

       

      13.  Severability;
        Entire Agreement.
        If one
        or more provisions of this Agreement are held to be unenforceable under
        applicable law, such provisions shall be excluded from this Agreement and
        the
        balance of this Agreement shall be interpreted as if such provisions were
        so
        excluded and shall be enforceable in accordance with its terms. All prior
        agreements of the parties concerning the subject matter of this Agreement
        are
        expressly superseded by this Agreement. This Agreement contains the entire
        Agreement of the parties concerning the subject matter hereof. Any oral
        representations or modifications of this Agreement shall be of no
        effect.

       

      14.  Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Texas without regard to conflicts of law principles.

       

      
        
          
          

        

        
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      15.  Forum;
        Waiver of Jury Trial.

       

      (a)  All
        actions and proceedings arising out of or relating to this Agreement shall
        be
        heard and determined in the Texas Superior Court or the United States Superior
        Court located in the City of Houston, Texas. The parties hereto hereby
        (i) submit to the exclusive jurisdiction of the Texas Superior Court
        or the
        United States Superior Court located in the City of Houston, Texas for the
        purpose of any action or proceeding arising out of or relating to this Agreement
        brought by any party hereto, and (ii) waive, and agree not to assert
        by way
        of motion, defense, or otherwise, in any such action, any claim that it is
        not
        subject personally to the jurisdiction of the above-named courts, that its
        property is exempt or immune from attachment or execution, that the action
        or
        proceeding is brought in an inconvenient forum, that the venue of the action
        or
        proceeding is improper, or that this Agreement may not be enforced in or
        by any
        of the above-named courts.

       

      (b)  EACH
        OF
        THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
        LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTIONS
        OR
        PROCEEDINGS DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
        WITH
        THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

       

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          IN
        WITNESS
        WHEREOF, the parties hereto have executed this Agreement as of the date first
        above written.

       

      
        	 	
                POSITRON
                  CORPORATION,

                a
                  Texas corporation

                 

              	 	 	
                IMAGIN
                  DIAGNOSTIC CENTRES, INC.

              
	
                 By:

              	/s/
                Gary H. Brooks	 	
                 By:

              	/s/
                Cynthia R. Jordan
	 	Gary
                H. Brooks, President

                Address: 
                  1304
                  Langham Creek Drive, #300, 

                                 
                  Houston, Texas 77084

              	 	 	
                Name:
                  Cynthia R. Jordan

                Title:
                  President

                Address: 
                  1835
                  Yonge St., Suite 500

                                 
                  Toronto, Ontario, Canada M4S 

              


      

       

       

      
        
          
          

        

        
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