EX 10.1


    EXHIBIT
      10.1

     

    
      EMPLOYMENT
        AGREEMENT

       

      AGREEMENT
        ("Agreement")
        made this 27th day of December 2005 ("Effective Date"), by and between Positron
        Corporation (the "Company") and Joseph G. Oliverio ("Employee").

       

      RECITALS:

       

      WHEREAS,
        the Company is engaged in the business of manufacturing, research and
        development, sales and service of Positron Emission Tomography (PET) products
        and technologies;

       

      WHEREAS,
        the Company wishes to employ Employee as an Employee upon the terms hereinafter
        set forth; and

       

      WHEREAS,
        Employee wishes to be so employed by the Company.

       

      AGREEMENT:

       

      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants and
        agreements herein contained, the Company and Employee agree as
        follows:

       

      1.    Employment/Duties:
        The
        Company hereby agrees to employ Employee, and Employee hereby agrees to serve,
        subject to the provisions of this Agreement, as President of the Company.
        Employee shall perform such duties and responsibilities as are from time
        to time
        assigned to Employee by the Chairman of the Board of Directors of the Company
        and shall report directly to the Chairman of the Board. Such duties and
        responsibilities shall include full authority (i) to shape and implement
        the strategic business plan of the Company; (ii) to direct the development
        and monitoring of operating goals and objectives; (iii) to oversee
        financial operations and (iv) to provide leadership, direction and
        administration of all aspects of Company activities, in all cases subject
        to the
        supervision and authority of the Company's Board of Directors. Employee agrees
        to devote sufficient attention and energies to the performance of the duties
        assigned to him hereunder, and to perform such duties faithfully and to the
        best
        of his abilities and subject to such laws, rules, regulations and policies
        from
        time to time applicable to the Company's employees to the best of his knowledge.
        Without limiting the generality of the foregoing, Employee shall perform
        the
        duties associated with the position of President.

       

      During
        the Term of this Agreement, including any renewals hereof, Employee shall
        be a
        voting member of the Board of Directors of the Company and entitled to such
        compensation as may be provided by the Company to Board members,

       

      Upon
        consultation with the Board of Directors of the Company, Employee may serve
        on
        the boards or committees of corporate, civic or charitable organizations
        so long
        as such activities do not interfere materially with the performance of his
        duties and responsibilities hereunder. Additionally, Employee shall be permitted
        to act and serve as an officer, director, general partner, equity owner,
        or
        other principal or fiduciary of other entities or ventures, whether related
        or
        unrelated to the Company, provided such activities are not in direct competition
        with the Company and do not interfere materially with the performance of
        his
        duties and responsibilities hereunder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Company
        shall provide suitable office space and equipment, and mutually agreeable
        office
        personnel, including without limitation, personal secretarial and other
        assistance, at the offices of the Company, to enable Employee to perform
        his
        duties hereunder, Employee shall perform the services required hereunder
        at
        offices currently located at Niagara Falls, New York, and at such other mutually
        agreeable Company sites, except for required travel in furtherance of Company
        business.

       

      2.    Term:
        The
        term of this Agreement shall be for a period of two (2) years commencing
        on the
        Effective Date and ending on December 27, 2007 (the "Initial Term"), unless
        terminated sooner pursuant to Section 7 of this Agreement. Thereafter the
        Agreement is subject to automatic renewals of two (2) successive one year
        periods (each a "Renewal Term" and collectively with the Initial Term, the
        "Term") unless Employee or Company notifies the other in writing of its election
        not to renew, such notice to be provided not less than ninety (90) days prior
        to
        the end of the Initial Term or the end of any Renewal Term. 

       

      3.    Compensation:

       

      (a)    Base
        Compensation:
        For the
        services of the Employee to be rendered under this Agreement the Company
        shall
        pay Employee an initial base salary ("Base Compensation") of One Hundred
        Thousand Dollars ($100,000.00) on a pro-rated basis according to the Company's
        payroll schedule and subject to applicable withholdings and other payroll
        deductions. However, effective as of March 1, 2006 the Company shall pay
        the
        Employee Base Compensation of One Hundred Fifty Thousand Dollars ($150,000.00.),
        payable on a pro-rated basis according to the Company's payroll schedule
        and
        subject to applicable withholdings and other payroll deductions. The Company's
        Board of Directors will in good faith review Employee's performance and Base
        Compensation every six (6) months. The Base Compensation may be increased
        from
        time to time upon review by and within the sole and absolute discretion of
        the
        Board of Directors of the Company.

       

      (b)    Stock
        Options.
        The
        Company shall grant to Employee an option to purchase 7,500,000 shares of
        the
        Company's common stock (as adjusted for stock splits, combinations and the
        like), at a price of $0.05 per share, determined by the Board of Directors
        to be
        the fair market value of such shares on the Effective Date. The option shall
        be
        granted pursuant to the Company's 2005 Stock Incentive Plan. Such options
        shall
        vest 2,000,000 of the shares subject to the option on the Effective Date,
        2,000,000 shares on December 27, 2006 and 3,500,000 on December 27, 2007.
        The
        other terms and conditions of the Option shall be set forth in a stock option
        agreement in the form customarily utilized by the Company for the grant of
        options to similarly situated executives. 

       

      (c)    Other
        Benefits.
        Subject
        to the terms of the plans, Employee will be eligible to receive such other
        benefits or rights as may be provided under any employee benefit plans provided
        by the Company to its executives that are now or hereafter will be in effect,
        including participation in life, medical, disability and dental insurance
        plans,
        vacation and sick leave, expense reimbursement and long-term incentive plans.
        Notwithstanding anything to the contrary set forth in this Agreement, any
        restricted stock awards, stock options or other equity incentives of the
        Company
        (including, without limitation, those outstanding at the time of termination
        of
        employment with the Company) shall be subject to the terms set forth in such
        long-term incentive plans, as such plan may be in effect from time to time,
        and
        in any restricted stock award, stock option or other agreements (including,
        without limitation, those provisions relating to vesting, exercisability,
        forefeitability), as may be entered into between Employee and the Company
        pursuant to such long-term incentive plans. Employee shall be entitled to
        such
        paid holidays as are provided to the Company's employees generally.

       

      
        
          
          

        

        
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      (d)    Compensation
        in Event of Disability.
        In the
        event Employee is not able to perform his duties as a result of personal
        injury,
        disability or illness, Employee shall be eligible to receive as a disability
        wage continuation payment from Company the percentage of Employee's Base
        Compensation than in effect in accordance with the following schedule: 100%
        thereof for the first three months of disability; 75% thereof for the next
        three
        months of disability; 50% thereof for the next three months of disability;
        and
        25% thereof for the next three months of disability ("Disability
        Compensation").

       

      In
        the
        event of such disability, there shall be offset against Employee's Disability
        Compensation (i) the proceeds of any disability insurance which the Company
        may provide, (ii) the proceeds of any disability insurance received as New
        York State Disability insurance benefits; and (iii) Social Security
        Disability Benefits.

       

      For
        the
        purposes of this Agreement, Employee shall be deemed to be "Disabled" or
        have a
        "Disability" if, because of Employee's personal injury, disability or illness,
        he has been substantially unable to perform his duties hereunder for sixty
        (60)
        days in any one hundred eighty (180) day period. Employee shall be considered
        to
        have been substantially unable to perform his duties hereunder only if he
        is
        either (i) unable to reasonably and effectively carry out his duties with
        reasonable accommodations by the Company or (ii) unable to reasonably and
        effectively carry out his duties because any reasonable accommodation which
        may
        be required would cause the Company undue hardship.

       

      The
        determination as to whether and when the Employee has suffered a personal
        injury, disability or illness so as to bring into effect the provisions of
        Section 3(c) or Section 7(4) of this Agreement shall be made by a
        physician mutually agreed upon by the Company and the Employee. Should they
        be
        unable to agree on a physician, the Company and the Employee shall each
        designate a physician specializing in the area of Employee's disability who
        together shall designate a third physician similarly qualified. The three
        physicians then shall make the determination regarding the Employee's condition
        with the opinion of the majority final and binding on the parties.

       

      When
        the
        disabled Employee returns to work after exhausting his disability benefits
        hereunder, he shall not again be entitled to the full disability benefits
        provided for in this Section 3(c) unless and until he has returned to work
        for a period of at least two (2) consecutive years. Notwithstanding the
        foregoing, if the disabled Employee again becomes disabled after he has returned
        to work for a period of at least twelve (12) consecutive months, he shall
        be
        entitled to receive additional Disability Compensation at a reduced level
        of
        benefits in accordance with the following schedule: 50% of Employee's Base
        Compensation then in effect for the first three months of the second period
        of
        disability; 25% thereof for the next three months of disability; and 121⁄2%
        thereof for the next three months of disability.

       

      
        
          
          

        

        
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      In
        the
        event the disabled Employee returns to work without having exhausted his
        disability benefits hereunder, and again becomes disabled within twelve (12)
        months after returning to work, Employee shall be entitled to receive his
        remaining, unused disability benefits hereunder during the second period
        of
        disability. Thereafter, he shall not again be entitled to the full disability
        benefits provided for in this Section 3(c) unless and until he has returned
        to work for a period of at least two (2) consecutive years..

       

      4.    Vacation:
        Employee shall be entitled to receive (i) three (3) weeks paid vacation
        time per year for the first year of employment under this Agreement and
        (ii) four (4) weeks paid vacation time thereafter. Any vacation time which
        remains unused at the end of a year of employment may be carried over to
        a
        succeeding year. Upon expiration or termination of this Agreement, Employee
        shall receive a cash payment in lieu of the unused vacation time.

       

      5.    Business
        Expenses:
        The
        Company will reimburse or advance Employee promptly for his reasonable and
        documented out-of-pocket business expenses for travel, meals and similar
        items
        incurred in connection with the performance of Employee's duties, and which
        are
        consistent with the Company's general policies in effect regarding the
        reimbursement of business expenses as the Company may from time to time
        establish. All payments for reimbursement of such expenses shall be made
        to the
        Employee only upon the presentation to the Company of appropriate vouchers
        or
        receipts.

       

      6.    Confidentiality,
        Non-Competition:

       

      (a)    Employee
        acknowledges that: (1) the Company's industry is intensely competitive and
        that Employee's employment by the Company will require that Employee have
        access
        to and knowledge of confidential information of the Company, including, but
        not
        limited to, the identity of the Company's customers, the identity of the
        representatives of customers with whom the Company has dealt, the kinds of
        services provided by the Company to customers and offered to be performed
        for
        potential customers, the manner in which such services are performed or offered
        to be performed, the service needs of actual or prospective customers, pricing
        information, information concerning the creation, acquisition or disposition
        of
        products and services, customer maintenance listings, computer software
        applications and other programs, personnel information and, other trade secrets
        (the "Confidential Information"); and (2) the engaging by Employee in any
        of the activities prohibited by this Section 6 may constitute improper
        appropriation and/or use of such information and trade secrets. Employee
        expressly acknowledges the trade secret status of the Confidential Information
        and that the Confidential Information constitutes a protected business interest
        of the Company. Accordingly, the Company and Employee agree as
        follows:

       

      (b)    For
        purposes of this Section 6, the Company shall be construed to include the
        Company and its parents, subsidiaries and affiliates directly engaged in
        or
        involved with the business of manufacturing, research and development, sales
        and
        service of PET products and technologies, including any divisions managed
        by
        Employee.

       

      
        
          
          

        

        
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      (c)    During
        the Term of this Agreement and at all times after the termination of Employee's
        employment by expiration of the Term or otherwise, Employee shall not, without
        the Company's written consent, directly or indirectly, whether individually,
        as
        a director, stockholder, owner, partner, employee, principal or agent of
        any
        business, or in any other capacity, make known, disclose furnish, make available
        or utilize any of the Confidential Information, not generally available to
        the
        public, other than in the proper performance of the duties contemplated herein,
        or as required by a court of competent jurisdiction or other administrative
        or
        legislative body; provided that, prior to disclosing any of the Confidential
        Information to a court or other administrative or legislative body, Employee
        shall promptly notify the Company so that the Company may seek a protective
        order or other appropriate remedy. Employee agrees to return all Confidential
        Information, including all photocopies, extracts and summaries thereof, and
        any
        such information stored electronically on tapes, computer disks or in any
        other
        manner to the Company at any time upon request by the Company and upon the
        termination of his employment for any reason.

       

      (d)    For
        a
        period of one (1) year after he ceases to be employed hereunder by the Company,
        whether upon expiration of the Term or otherwise, Employee agrees that he
        will
        not, without the Company's written consent, directly or indirectly, for his
        benefit or for the benefit of any other person, firm or entity, do any of
        the
        following:

       

      (i)    Solicit,
        from any customer doing business with the Company as of Employee's termination,
        business of the same or of a similar nature to the business of the Company
        with
        such customer;

       

      (ii)    Solicit
        from any known potential customer of the Company business of the same or
        of a
        similar nature to that which has been the subject of a known written or oral
        bid, offer or proposal by the Company, or of substantial preparation with
        a view
        to making such a bid, proposal or offer, within three (3) months prior to
        Employee's termination;

       

      (iii)    Solicit
        the employment or services of, or hire, any person who was known to be employed
        by or was a known employee to the Company upon the termination of Employee's
        employment, or within three (3) months prior thereto; or

       

      (iv)    Otherwise
        interfere with the business accounts of the Company.

       

      (e)    Employee
        further acknowledges and agrees that due to the uniqueness of his services
        and
        confidential nature of the information he will possess, the covenants set
        forth
        herein are reasonable and necessary for the protection of the business and
        goodwill of the Company.

       

      7.    Termination:

       

      (a)    Termination
        of Employment With Cause:
        In
        addition to any other remedies available to the Company at law, in equity
        or as
        set forth in this Agreement, the Company shall have the right, upon written
        notice to Employee, to terminate his employment hereunder without any further
        liability or obligation to him in respect of his employment (other than its
        obligation to pay Base Compensation and vacation time accrued but unpaid
        as of
        the date of termination and reimbursement of expenses incurred prior to the
        date
        of termination in accordance with Section 3(b) above) if Employee:
        (i) breaches any material provision of this Agreement; or (ii) has
        committed an act of gross misconduct in connection with the performance of
        his
        duties hereunder, as determined in good faith by the Board of Directors of
        the
        Company; or (iii) demonstrates habitual negligence in the performance of
        his duties, as determined by the Board of Directors of the Company; or
        (iv) is convicted of or pleads nolo contendere to any felony; or
        (v) is convicted of or pleads nolo contendere to any misdemeanor involving
        moral turpitude and the conduct underlying such misdemeanor has an adverse
        or
        detrimental effect on the Company, its reputation, or its business, as
        determined by the Board of Directors of the Company; or (vi) has committed
        any act of fraud, misappropriation of funds or embezzlement in connection
        with
        his employment hereunder (a "Termination With Cause").

       

      
        
          
          

        

        
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      Notwithstanding
        the foregoing, no purported Termination With Cause pursuant to (i), (ii)
        or
        (iii) of this Section 7(a) shall be effective unless all of the following
        provisions shall have been complied with: (x) Employee shall be given
        written notice by the Board of Directors of the Company of the intention
        to
        effect a Termination With Cause, such notice to state in detail the particular
        circumstances that constitute the grounds on which the proposed Termination
        With
        Cause is based; and (y) Employee shall have ten (10) business days after
        receiving such notice in which to cure such grounds, to the extent such cure
        is
        possible, as determined in the sole discretion of the Board of Directors
        of the
        Company.

       

      (b)    Termination
        of Employment Without Cause:
        The
        Company may at any time, in its sole discretion, terminate the employment
        of
        Employee hereunder for any reason (other than those set forth in
        Section 7(a) above) upon written notice (the "Termination Notice") to
        Employee (a "Termination Without Cause"). In such event, the Company shall
        pay
        Employee an amount equal to the sum of the following:

       

      
        	 	
                (i)

              	
                any
                  Base Compensation and vacation time accrued but unpaid as of the
                  date of
                  termination;

              


      

       

      
        	 	
                (ii)

              	
                subject
                  to Section 7(1) below, an amount (the "Severance Payment") equal to
                  Employee's monthly Base Compensation in effect on the date of termination
                  for six (6) months payable as and when such amounts would have
                  been due
                  and payable hereunder had such termination not occurred (the "Severance
                  Period");

              


      

       

      
        	 	
                (iii)

              	
                any
                  portion of stock options that has become vested on or before the
                  date of
                  such termination or shall become vested on or before the end of
                  the
                  calendar year of such termination shall be exercisable in accordance
                  with
                  the terms of the applicable plan, and all unvested shares shall
                  terminate;
                  and 

              


      

       

      
        	 	
                (iv)

              	
                any
                  reimbursement for expenses incurred in accordance with
                  Section 5.

              


      

       

      Employee
        acknowledges that the payments and benefits referred to in both
        Section 3(b) and this Section 7, together with any rights or benefits
        under any written plan or agreement which have vested on or prior to the
        termination date of Employee's employment under this Section 7, constitute
        the only payments which Employee shall be entitled to receive from the Company
        hereunder in the event of any termination of his employment pursuant to this
        Section 7, and the Company shall have no further liability or obligation to
        him hereunder or otherwise in respect of his employment.

       

      
        
          
          

        

        
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      (c)    Termination
        of Employment With Good Reason:
        In
        addition to any other remedies available to Employee at law, in equity or
        as set
        forth in this Agreement, Employee shall have the right during the Term, upon
        written notice to the Company, to terminate his employment hereunder upon
        the
        occurrence of any of the following events without the prior written consent
        of
        Employee: (a) a reduction in Employee's then current Base Compensation; or
        (b) a breach by the Company of any material provision of this Agreement (a
        "Termination With Good Reason").

       

      Notwithstanding
        the foregoing, no purported Termination With Good Reason pursuant to this
        Section 7(c) shall be effective unless all of the following provisions
        shall have been complied with: (i) the Company shall be given written
        notice by Employee of the intention to effect a Termination With Good Reason,
        such notice to state in detail the particular circumstances that constitute
        the
        grounds on which the proposed Termination With Good Reason is based and to
        be
        given no later than ninety (90) days after Employee first learns of such
        circumstances; and (ii) the Company shall have fifteen (15) days after
        receiving such notice in which to cure such grounds, to the extent such cure
        is
        possible.

       

      In
        the
        event that a Termination With Good Reason occurs, then, subject to
        Section 7(f) below, Employee shall have the same entitlement to the amounts
        and benefits as provided under Section 7(b) for a Termination Without
        Cause.

       

      Employee
        acknowledges that the payments and benefits referred to in both
        Section 3(b) and this Section 7, together with any rights or benefits
        under any written plan or agreement which have vested on or prior to the
        termination date of Employee's employment under this Section 7(c),
        constitute the only payments which Employee shall be entitled to receive
        from
        the Company hereunder in the event of any termination of his employment pursuant
        to this Section 7(c), and the Company shall have no further liability or
        obligation to him hereunder or otherwise in respect of his
        employment

       

      (d)    Death;
        Disability:
        In the
        event that Employee dies or becomes Disabled (as defined herein) during the
        Term, Employee's employment shall terminate when such death or Disability
        occurs
        and the Company shall pay Employee (or his legal representative, as the case
        may
        be) as follows:

       

      
        	 	
                (i)

              	
                any
                  Base Compensation and vacation time accrued but unpaid as of the
                  date of
                  death or termination for
                  Disability;

              


      

       

      
        	 	
                (ii)

              	
                any
                  reimbursement for expenses incurred in accordance with
                  Section 3(b);

              


      

       

      
        	 	
                (iii)

              	
                any
                  portion of stock options that has become vested on or before the
                  date of
                  such termination shall be exercisable in accordance with the terms
                  of the
                  applicable plan, and all unvested shares shall terminate;
                  and

              


      

       

      
        	 	
                (iv)

              	
                an
                  amount equal to Employee's monthly base Compensation in effect
                  on such
                  termination date for six (6) months, payable as and when such amounts
                  would have been due and payable hereunder had such termination
                  not
                  occurred.

              


      

       

       

      
        
          
          

        

        
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      Notwithstanding
        the foregoing, to the extent and for the period required by any state or
        federal
        family and medical leave law, upon Employee's request (i) he shall be
        considered to be on unpaid leave of absence and not terminated, (ii) his
        group health benefits shall remain in full force and effect, and (iii) if
        Employee recovers from any such Disability, at that time, to the extent required
        by any state or federal family and medical leave law, upon Employee's request,
        he shall be restored to his position hereunder or to an equivalent position,
        as
        the Company may determine, and the Term of Employee's employment hereunder
        shall
        be reinstated effective upon such restoration. The Term shall not be extended
        by
        reason of such intervening leave of absence or termination, nor shall any
        compensation or benefits accrue in excess of those required by law during
        such
        intervening leave of absence or termination. Upon the expiration of any such
        rights, unless Employee has been restored to a position with the Company,
        he
        shall thereupon be considered terminated.

       

      Employee
        acknowledges that the payments referred to in both Section 3(b) and this
        Section 7(d) together with any rights or benefits under any written plan or
        agreement which have vested on or prior to the termination date of Employee's
        employment under this Section 7(d), constitute the only payments which
        Employee (or his legal representative, as the case may be) shall be entitled
        to
        receive from the Company hereunder in the event of a termination of his
        employment for death or Disability, and the Company shall have no further
        liability or obligation to him (or his legal representatives, as the case
        may
        be) hereunder or otherwise in respect of his employment.

       

      (e)    No
        Mitigation by Employee.
        Except
        as otherwise expressly provided herein, Employee shall not be required to
        mitigate the amount of any payment provided for in this Agreement by seeking
        other employment or otherwise, nor shall the amount of any payment provided
        for
        herein be reduced by any compensation earned by Employee as the result of
        employment by another employer.

       

      (f)    Severance
        Agreement and Release.
        In the
        event that Employee incurs a termination of employment pursuant to (i) a
        Termination Without Cause (as defined in Section 7(b) above), or
        (ii) a Termination With Good Reason (as defined in Section 7(c)
        above), payment by the Company of the amounts described in said sections
        shall
        be subject to the execution by Employee of the Company's standard severance
        agreement and release (the "Release"), a copy of which is attached hereto
        as
        Exhibit "A" and made a part hereof.

       

      The
        Release shall be delivered to Employee, in the case of a Termination Without
        Cause, at the time of delivery of the Termination Notice, and, in the case
        of a
        Termination With Good Reason, upon delivery of written notice by the Employee
        to
        the Company. Employee shall have a period of thirty (30) days after the
        effective date of termination of this Agreement (the "Consideration Period")
        in
        which to execute and return the original, signed Release to the Company.
        If
        Employee delivers the original, signed Release to the Company prior to the
        expiration of the Consideration Period, then the Severance Period shall be
        deemed to have commenced as of the first day of the Consideration Period
        and
        Employee shall be entitled to the amounts and benefits set forth in
        Section 7(b) or 7(c), as the case may be.

       

      
        
          
          

        

        
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      If
        Employee does not deliver the original, signed Release to the Company prior
        to
        the expiration of the Consideration Period, then:

       

      
        	 	
                (i)

              	
                the
                  Company shall pay Employee an amount equal to the sum of (i) any Base
                  Compensation and vacation time accrued but unpaid as of the date
                  of
                  termination, plus (ii) any reimbursement for expenses incurred in
                  accordance with Section 3(b);

              


      

       

      
        	 	
                (ii)

              	
                the
                  Company shall have no obligation to (i) pay to Employee the Severance
                  Payment (as that term is defined in Section 7(b)(ii) above;
                  and

              


      

       

      
        	 	
                (iii)

              	
                any
                  portion of stock options that has become vested on or before the
                  date of
                  such termination shall be exercisable in accordance with the terms
                  of the
                  applicable plan, and all unvested shares shall
                  terminate.

              


      

       

      (g)    Continued
        Compliance.
        Employee and the Company hereby acknowledge that the amounts or benefits
        payable
        by the Company under Sections 7(b)(ii), 7(c), and 7(d)(iv) are part of the
        consideration for Employee's undertakings under Article V below. Such amounts
        and benefits are subject to Employee's continued compliance with the provisions
        of Sections 6, 8 and 9 hereof, If Employee violates the provisions of such
        Sections, then the Company will have no obligation to make any of the payments
        that remain payable by the Company under Sections 7(b)(ii), 7(c), and
        7(d)(iv) on or after the date of such violation.

       

      8.    Ownership
        of Company Property:

       

      (a)    All
        Confidential Information shall be the sole property of the Company and its
        assigns, and the Company and its assigns shall be the sole owner of all patents,
        copyrights and other rights in connection therewith, including but not limited
        to the right to make application for statutory protection. Employee hereby
        assigns to the Company any rights be may have or acquire in such Confidential
        Information. The parties hereto acknowledge that for the purpose of this
        subparagraph, the term "Confidential Information" does not include
        (i) information in the public domain not as a result of a breach of this
        Agreement, and (ii) information received by Employee at a time when
        Employee is no longer employed by the Company from a third party who is not
        subject to any confidentiality or nondisclosure obligation to the Company
        either
        by contract or operation of law.

       

      (b)    (i)    Employee
        will
        promptly disclose to the Company, or any persons designated by it, all
        improvements, inventions, designs, ideas, works of authorship, copyrightable
        works, discoveries, trademarks, copyrights, trade secrets, formulas, processes,
        techniques, know-how, source code and data, whether or not patentable, made
        or
        conceived or reduced to practice or learned by Employee, during the period
        and
        normal course of his employment (whether or not during normal working hours,
        and
        whether or not at the Company's premises) which are related to the Business
        of
        the Company, or result from tasks assigned Employee by the Company or result
        from use of premises or equipment owned, leased or contracted for by the
        Company
        (all of the foregoing shall be collectively herein called "Inventions");
        and
        (ii) Employee hereby assigns to the Company any rights he may have or
        acquire is all Inventions, and agrees that all Inventions shall be the sole
        property of the Company and its assigns, and the Company and its assigns
        shall
        be the sole owner of all patents, copyrights and other rights in connection
        therewith. Employee further agrees to assist the Company, as requested by
        the
        Company, and at no cost or expense to the Employee (and with compensation
        to be
        mutually agreed by the parties, acting reasonably if the Employee is no longer
        employed with the Company), to obtain and from time to time enforce patents,
        copyrights or other rights in said Inventions in any and all
        countries.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      9.    Return
        of Company Property:
        Employee agrees that following the termination of his employment for any
        reason,
        he shall return all property of the Company, its subsidiaries, affiliates
        and
        any divisions thereof he may have managed which is then in or thereafter
        comes
        into his possession, including, but not limited to, documents, contracts,
        agreements, plans, photographs, books, notes, electronically stored data
        and all
        copies of the foregoing as well as any automobile or other materials or
        equipment supplied by the Company to Employee.

       

      10.    Each
        Party, the Drafter:
        This
        Agreement and the provisions contained in it shall not be construed or
        interpreted for or against any party to this Agreement because that party
        drafted or caused that party's legal representative to draft any of its
        provisions.

       

      11.    Waiver:
        The
        failure of either party to this Agreement to enforce any of its terms,
        provisions or covenants shall not be construed as a waiver of the same or
        of the
        right of such party to enforce the same. Waiver by either party hereto of
        any
        breach or default by the other party of any term or provision of this Agreement
        shall not operate as a waiver of any other breach or default

       

      12.    Severability:
        In the
        event that any one or more of the provisions of this Agreement shall be held
        to
        be invalid, illegal or unenforceable, the validity, legality and enforceability
        of the remainder of the Agreement shall not in any way be affected or impaired
        thereby. Moreover, if any one or more of the provisions contained in this
        Agreement shall be held to be excessively broad as to duration, activity
        or
        subject, such provisions shall be construed by limiting and reducing them
        so as
        to be enforceable to the maximum extent allowed by applicable law.

       

      13.    Entire
        Agreement:
        The
        provisions contained herein (including any schedules, exhibits and documents
        delivered herewith or attached hereto) constitute the entire agreement between
        the parties hereto with respect to the subject matter hereof and supersede
        and
        replace any and all previous agreements between the parties, whether written
        or
        oral with respect to such subject matter.

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

       

      14.    Independent
        Counsel:
        Employee and the Company each acknowledge that each of them has had the
        opportunity to seek independent legal counsel in connection with entering
        into
        this Agreement, and has either done so or has voluntarily chosen not
        to.

       

      15.    Notices:
        Any
        notice given hereunder shall be in writing and shall be deemed to have been
        given when delivered by messenger or courier service (against appropriate
        receipt), or mailed by registered or certified mail (return receipt requested),
        addressed as follows:

       

      If
        to the
        Company:

      Positron
        Corporation

      1304
        Langham Creek Dr. #300

      Houston,
        TX 77084

      If
        to
        Employee:

      Joseph
        O.
        Oliverio

      631
        Morgan Dr.

      Lewiston,
        N.Y. 14092

      With
        a
        copy to:

      Hurwitz
        & Fine, P.C.

      1300
        Liberty Building

      Buffalo,
        New York 14202

      Attention:
        Robert P. Fine, Esq.

       

      Or
        at
        such other address as shall be indicated to either party in writing. Notice
        of
        change of address shall be effective only upon receipt.

       

      16.    Governing
        Law:
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Texas, without regard to its conflict of law rules.

       

      17.    Descriptive
        Headings:
        The
        paragraph headings contained herein are for reference purposes only and shall
        not in any way affect the meaning or interpretation of this
        Agreement.

       

      18.    Counterparts:
        This
        Agreement may be executed in one or more counterparts, which, together, shall
        constitute one and the same agreement.

       

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

      
        	 	 
	 	 
	
                POSITRON
                  CORPORATION

              	 
	 	 
	 	 
	
                By:  
                  /s/ Patrick G. Rooney

                
                  

                

                Patrick
                  G. Rooney

                Chairman
                  of the Board

              	
                /s/
                  Joseph G. Oliverio 
                  

                

                Joseph
                  G. Oliverio

              


      

       

      


      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      


      EXHIBIT
        "A"

      


      SEVERANCE
        AGREEMENT AND RELEASE

       

      Employee
        hereby agrees to end his relationship with Positron Corporation (the "Company")
        on the following basis:

       

      1.    In
        reliance on such representations and releases in this Agreement, Employee's
        relationship with the Company will end effective ________, _____ and he will
        be
        paid the amounts set forth in Section 7 of his Employment Agreement dated
        December 27, 2005. 

       

      2.    Employee
        represents that he is signing this Agreement voluntarily and with a full
        understanding of and agreement with its terms, for the purpose of receiving
        additional pay and benefits from the Company beyond that provided by normal
        Company policy. 

       

      3.    Employee
        agrees that he is not entitled to receive, and will not claim, any right,
        benefit, or compensation other than what is expressly set forth in this
        Agreement, and hereby expressly waives any claim to any compensation, benefit,
        or payment which is not expressly referenced in this Agreement.

       

      4.    In
        consideration of this Agreement, Employee agrees to forever waive, release
        and
        discharge the Company, and each of its affiliated or related entities,
        organizations, corporations, shareholders, owners, directors, officers,
        employees, representatives, agents, attorneys, successors and assigns
        (collectively, "Released Parties") from any and all known and/or unknown
        claims,
        complaints, actions, grievances, controversies, disputes, suits, charges
        of
        discrimination or harassment, contracts or agreements of any nature whatsoever
        which you ever had, now have or may claim to have as of the moment you sign
        this
        Agreement, including but not limited to (a) any claim arising out of your
        relationship with the Company or the cessation of that relationship,
        (b) any claims for violations of the Texas Labor Code, claims for
        additional compensation, wages, salary, commissions, bonuses, expenses or
        benefits of any kind, or any additional claims with the Division of Labor
        Standards Enforcement, (c) any common law actions or torts, and/or
        (d) any federal, state or governmental constitution, statute, regulation or
        ordinance, including but not limited to, Title VII of the Civil Rights Act
        of
        1964 and the Age Discrimination in Employment Act. You are not waiving rights
        to
        claims that may arise after you enter into this Agreement.

       

      5.    In
        exchange for the additional pay and benefits provided in Paragraph 1, Employee
        agrees to refrain from making any disparaging or unfavorable comments, in
        writing or orally, about the Company, including but not limited to press
        releases, communication with employees, vendors, customers, professional
        references, and others.

       

      6.    This
        Release shall be governed by the substantive law of the State of Texas. In
        the
        event of any dispute concerning the validity, interpretation, enforcement
        or
        breach of this Release or in any way related to Employee's employment or
        termination of employment, the dispute shall be resolved by arbitration within
        the County of Houston, Texas, in accordance with the then existing rules
        for
        employment arbitration of the American Arbitration Association, and judgment
        upon any arbitration award may be entered by any state or federal court having
        jurisdiction thereof. The Arbitrator's decision in any such arbitration shall
        be
        final and binding on the parties. Employee intends that this arbitration
        provision to be valid, enforceable, irrevocable and construed as broadly
        as
        possible. The prevailing party in such arbitration shall recover its reasonable
        costs and attorneys' fees.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7.    Employee
        will have twenty-one (21) days to consider this Agreement, although he may
        sign
        it sooner than that if Employee so desires. Employee may also retain the
        right
        to revoke the Agreement at any time during the seven (7) day period following
        execution of the Agreement. The Agreement will not become effective or
        enforceable until such seven (7) day period has expired ("Effective
        Date").

       

      8.    Employee
        agrees that the terms of this Agreement are confidential and he will not
        disclose to any other person any information contained herein with the exception
        of his tax and legal advisors and his immediate family. Employee acknowledges
        that he continues to be bound by the terms of confidentiality, non-competition
        and non-solicitation as stated in Section 6 of the Employment Agreement with
        the
        Company dated December 27, 2005.

       

      9.    By
        signing below Employee acknowledges that (i) he has carefully read and
        considered the matters set forth in this Agreement, (ii) understands the
        terms
        of this Agreement, (iii) has had a sufficient opportunity to review this
        Agreement, and (iv) is signing this Agreement voluntarily for the purpose
        of
        receiving additional compensation beyond that provided by normal Company
        policy.

       

      10.    Nothing
        contained in this Agreement or the fact that Employee has signed this Agreement
        shall be considered an admission of any liability whatsoever.

       

      I
        HAVE
        READ THIS RELEASE THOROUGHLY, UNDERSTAND ITS TERMS AND HAVE SIGNED IT KNOWINGLY
        AND VOLUNTARILY. I UNDERSTAND THAT THIS RELEASE IS A LEGAL DOCUMENT AND WILL
        HAVE LEGAL CONSEQUENCES.

      


       

      I
        AGREE
        TO THE ABOVE:

      


      __________________________________

      (Employee
        Signature)

      __________________________________

      (Print
        Name)

      _______________________

      (Date)

      
        	 	 	 	 
	
                A-2