ex10_1.htm


    
      

    

     

    Exhibti
10.1

    
       

      NON-NEGOTIABLE
PROMISSORY NOTE

       

      


      
        	
                $1,346,000.00

              	
                April
      10, 2008

              


      

      


       

      FOR VALUE
RECEIVED, POSITRON CORPORATION,
a publicly owned Texas corporation (“Borrower”), hereby covenants and
promises to pay to the order of IMAGIN MOLECULAR CORPORATION
publicly owned Delaware corporation (the “Holder”), One Million Three Hundred Forty-Six
Thousand Dollars ($1,367,000.00), in lawful money of the United States of
America, payable before December 31, 2008 (the “Due Date”) with interest at the
rate of eight percent (8%).  All principal, interest and other costs
hereunder shall be due and payable to the Holder of this Non-Negotiable
Promissory Note (the “Note").

      


      Borrower
shall have the right to prepay, without penalty, all or any part of the unpaid
balance of this Note at any time on five (5) days prior written notice;
provided, however, that any partial prepayment shall be applied upon the
installments of principal and interest in the inverse order of their becoming
due, and upon making any such prepayment in full, Borrower shall pay to the
Holder all interest owing pursuant to this Note.  Borrower shall not
be entitled to re-borrow any prepaid amounts of the principal, interest or other
costs or charges. Borrower is duly authorized to enter into this
Note.  This Note may not be assigned without the Holder’s prior
written permission.

      


      Further,
it is agreed that if any installment of principal and/or interest on this Note
is not paid when due, the entire unpaid portion of this Note and all sums
payable hereunder may be declared immediately due and payable at the option of
the Holder.  After the Due Date, whether by acceleration or otherwise,
interest shall accrue on the principal amount, and accrued interest thereon
remaining unpaid at an interest rate equal to 15% per annum or the highest
lawful rate, whichever is lower, until paid.   All payments of
principal and interest under this Note are to be made to the Holder at 104W.
Chestnut Street, #315, Hinsdale, Illinois 60521, or at such other address as the
Holder may, from time to time, designate in writing.

      


      Borrower
and the Holder acknowledge that the Note is enforceable, valid and binding upon
and by the parties hereto.  If for any reason, any court authority or
governmental entity declares this Note invalid, unlawful or against public
policy, then, the parties hereto acknowledge that the obligation of the Borrower
to repay the Note shall not be affected by such declaration.

      


      Borrower
shall pay to the Holder, on demand, each cost and expense (including, without
limitation, reasonable attorneys' fees and all costs of suit) incurred by the
Holder in (a) collecting any of the outstanding principal of this Note, any
interest owing pursuant to this Note and remaining unpaid, or any other amount
owing by Borrower to the Holder pursuant to this Note and remaining unpaid or
(b) preserving or exercising any right or remedy of the Holder pursuant to this
Note.

       

      
        
          
            Initials:
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      All
amounts owing pursuant to this Note and remaining unpaid shall, without notice,
demand, presentment or protest of any kind (each of which is waived by Borrower)
automatically become due (a) if any of Borrower commences or has commenced
against it any bankruptcy or insolvency proceedings, (b) if all or substantially
all of the business, assets or interests of Borrower, are sold or transferred by
Borrower in any manner, or (c) an event of default occurs under the Pledge
Agreement.

      


      Failure
or delay by the Holder in exercising, or a single or partial exercise of any
power or right hereunder, shall not operate as a waiver thereof or of any other
power or right or preclude any future exercise of that or any other power or
right.  A waiver of any power or right hereunder shall be in writing,
shall be limited to the specific instance, and shall not be deemed a waiver of
such power or right in the future, or a waiver of any other power or
right.

      


      This Note
may only be amended, canceled or discharged, except upon satisfaction by the
Borrower of the obligations herein, in a writing signed by parties
herein.  This Note shall be binding upon and inure to the benefit of
(a) the heirs, executors and legal representatives of either Holder upon such
Holder’s death and (b) any successor of the Borrower.  Any such
successor of Borrower shall be deemed substituted for Borrower under the terms
of this Note for all purposes.  As used herein, “successor” shall
include any person, firm, corporation or other business entity which at any
time, whether by purchase, merger or otherwise, directly or indirectly acquires
all or substantially all of the assets or business of the Borrower.

      


      This Note
shall be construed and interpreted in accordance with the laws of the State of
New York without reference to conflict of laws principle.  Venue for
any action commenced by a party herein shall be proper if brought in the
appropriate court of competent jurisdiction in either the County New York
County, State of New York, United States.

      


      
        	
                Dated:

              	
                Houston,
      Texas

              	 
      
	 
      	
                April
      10, 2008

              	 
      


      

      


      
        	 
      	
                POSITRON
      CORPORATION

              	 
	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                By:

              	
                 

              	 
	 
      	
                Name:

              	
                Patrick
      Rooney

              	 
	 
      	
                Title:

              	
                Chairman

              	 


      

      

         

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