EX 10.5


    EXHIBIT
      10.5

    


    POSITRON
      CORPORATION

     

    NOTICE
      OF GRANT OF STOCK OPTION 

     

    Notice
      is
      hereby given of the following stock option grant (the "Option") to purchase
      shares (the "Option Shares") of Common Stock of Positron Corporation, a Texas
      corporation (the "Corporation"):

    
      	 	 	 
	
              Option
                Number:

            	
              [Option
                #]

            	 
	 	 	 
	
              Optionee:

            	
              [Optionee]

            	 
	 	 	 
	
              Grant
                Date:

            	
              [Grant
                Date]

            	 
	 	 	 
	
              Number
                of Option Shares:

            	
              [#
                Shares]

            	 
	 	 	 
	
              Date
                Exercisable:

            	
              [Immediately
                Exercisable] 

            	 
	 	 	 
	
              Expiration
                Date:

            	
              [Expiration
                Date]

            	 
	 	 	 
	
              Exercise
                Price:

            	
              $[EXERCISE
                PRICE]
                per share

            	 
	 	 	 
	
              Type
                of Option:

            	
              o  Incentive
                Stock Option

            	
              o  Non-Statutory
                Stock Option

            
	 	 	 
	
              Vesting
                Schedule:

            	
              This
                option may be exercised in whole or in part, in accordance with the
                following vesting schedule:

            


    

     

    
      	
              Date
                of Vesting

            	 	
              Number
                of Shares

            	 	
              Total
                Vested

            
	
              [Grant
                Date]

            	 	
              [shares]

            	 	
              [shares]

            


    

     

    In
      no
      event shall the Option become exercisable for any additional Option Shares
      after
      Optionee's cessation of Service.

     

    The
      Optionee understands and agrees that the Option is granted subject to and in
      accordance with the terms of the Amended and Restated Positron Corporation
      2005
      Stock Incentive Plan (the "Plan"). The Optionee further agrees to be bound
      by
      the terms of the Plan and the terms of the Option as set forth in the Stock
      Option Agreement attached hereto as Exhibit A (the "Stock Option
      Agreement"). Optionee hereby acknowledges receipt of a copy of the official
      prospectus for the Plan in the form attached hereto as Exhibit B. A copy of
      the Plan is available upon request made to the Corporate Secretary at the
      Corporation's principal offices.

     

    No
      Employment or Service Contract.
      Nothing
      in this Notice or in the attached Stock Option Agreement or in the Plan shall
      confer upon the Optionee any right to continue in Service for any period of
      specific duration or interfere with or otherwise restrict in any way the rights
      of the Corporation (or any Parent or Subsidiary employing or retaining the
      Optionee) or of the Optionee, which rights are hereby expressly reserved by
      each, to terminate Optionee's Service at any time for any reason whatsoever,
      with or without cause.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Definitions.
      All
      capitalized terms in this Notice shall have the meanings assigned to them in
      this Notice or in the attached Stock Option Agreement. 

    
      	 
	
              If
                the spousal consent below is not signed, the Optionee represents
                and
                warrants that he or she is not
                married.

            


    

     

    
      	Dated:
              _______________, 200__	 
	 	 
	POSITRON
              CORPORATION,	 
	a
              Texas corporation	 
	 	 
	 	 
	
              By:

              
                

              

              Name:

              Its:

               

            	
              
                

              

              Name: 
                [OPTIONEE]

              Address:___________________________________

                             
                ___________________________________

                             
                ___________________________________

            
	 
	 
	
              By
                his or her signature below, the spouse of the Optionee acknowledges
                that
                he or she has read the Stock Option Agreement and the Plan and is
                familiar
                with the terms and provisions thereof, and agrees to be bound by
                all the
                terms and conditions of said Agreement and said
                Plan.

            


    

     

    
      	   
	 	    

	
              Spouse

            	 	
              Date

            


    

     

    ATTACHMENTS

     

    EXHIBIT
      A
      - STOCK OPTION AGREEMENT

    EXHIBIT
      B
      - PLAN SUMMARY AND PROSPECTUS