EXECUTION COPY


                          TECHNOLOGY PURCHASE AGREEMENT

       This Technology Purchase Agreement (this  "AGREEMENT"),  dated as of June
29, 2003, is between General Electric  Company,  a New York  corporation  acting
through  its  GE  Medical  Systems  Division  (the   "COMPANY"),   and  Positron
Corporation,  a Texas corporation ("SELLER").  Each of Company and Seller may be
referred to individually as a "PARTY" and collectively as the "PARTIES".

                                   WITNESSETH:

       WHEREAS,  the  Company  and Seller  have  determined  that it is in their
respective best interests to enter into an agreement  whereby the Company agrees
to cancel Seller's  indebtedness to the Company pursuant to the Note (as defined
herein) and surrender the 9,000,000  shares of Seller's common stock held by the
Company as of the date  hereof  (the  "SURRENDERED  SHARES")  and the warrant to
purchase 6,000,000 shares of Seller's common stock held by the Company as of the
date hereof (the  "SURRENDERED  WARRANT") in exchange  for Seller's  transfer of
certain assets as described herein; and

       WHEREAS,  the Company and Seller  understand that it is vital to Seller's
business  for  Seller to obtain  certain  irrevocable  rights to use the  assets
transferred  hereunder  in  perpetuity  and have agreed to enter into a Software
License Agreement of even date herewith in order to provide the Seller with such
rights.

       NOW THEREFORE,  in  consideration of the foregoing  premises,  the mutual
representations, warranties, covenants and agreements hereinafter set forth, and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

              1.01.  DEFINITIONS.  The following terms, as used herein, have the
following meanings:

       "ACQUISITION  DOCUMENTS"  means  this  Agreement,  the  Software  License
Agreement,  the Services  Agreement,  the Bill of Sale and any other document or
agreement  executed in connection  with any of the foregoing,  together with any
Exhibits  and  Schedules  thereto,  and  in  each  case  as  modified,  amended,
supplemented, restated or renewed from time to time.

       "AFFILIATE"  means,  with respect to any Person,  any Person  directly or
indirectly controlling, controlled by or under direct or indirect common control
with such other Person.

       "APPLICABLE LAW" means, with respect to any Person,  any federal,  state,
local or foreign statute, law, ordinance,  rule, administrative  interpretation,
regulation,  order,  writ,  injunction,  directive,  judgment,  decree  or other
requirement of any governmental Authority applicable to

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such  Person or any of its  Affiliates  or any of their  respective  properties,
assets, officers, directors, employees, consultants or agents.

       "BILL OF SALE"  means that  certain  Bill of Sale dated as of the Closing
Date,  to be executed by Seller in favor of the Company,  in  substantially  the
form attached hereto as EXHIBIT 1.01B.

       "BUSINESS DAY" means each day other than a Saturday,  Sunday or other day
on which  commercial  banks in New York,  New York are authorized or required by
law to close.

       "CARDIAC PET SOFTWARE"  means the software  programs in object and source
code that perform the functions set forth on EXHIBIT 1.01C.

       "CLAIM" means any action, claim, arbitration,  proceeding, review, audit,
hearing,  investigation,  litigation  or  suit,  regardless  of  whether  civil,
criminal, administrative, investigative or informal.

       "CLOSING"  means the  execution of this  Agreement  and the  simultaneous
consummation of the transactions contemplated hereby.

       "CLOSING DATE" means the date hereof.

       "CONTRACT" means each contract,  agreement,  option, lease, license, sale
and purchase order, commitment and other instrument of any kind, whether written
or oral, to which Seller is a party or is otherwise bound.

       "COPYRIGHTS"  means (a) any copyright in any original works of authorship
fixed in any tangible medium of expression as set forth in 17 U.S.C. Section 101
et. seq.,  whether  registered or  unregistered,  including any applications for
registration thereof, (b) any corresponding foreign copyrights under the laws of
any  jurisdiction,  in each case,  whether  registered or unregistered,  and any
applications for registration thereof and (c) moral rights under the laws of any
jurisdiction.

       "GAAP"  means  generally  accepted  accounting  principles  in the United
States of America applied on a consistent basis.

       "GOVERNMENTAL APPROVAL" means an authorization, consent, approval, permit
or license issued by, or a registration  or filing with, or notice to, or waiver
from, any Governmental Authority.

       "GOVERNMENTAL   AUTHORITY"   means  any  foreign  or  domestic   federal,
territorial,   state  or  local   governmental   authority,   quasi-governmental
authority,  instrumentality,  court, government or self-regulatory organization,
commission, tribunal or organization or any regulatory,  administrative or other
agency,  or any political or other  subdivision,  department or branch of any of
the foregoing.

       "IMATRON" means Imatron Inc., a New Jersey  corporation that was a wholly
owned  subsidiary of the Company  before it was merged with and into the Company
on June 27, 2003.

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       "INFRINGE" means infringe,  impair,  dilute,  misappropriate or otherwise
violate any Intellectual Property Right.

       "INTELLECTUAL  PROPERTY  RIGHTS"  means all  rights in or to, or  arising
under or out of, any (a)  Copyrights,  (b) Patents,  (c)  Trademarks,  (d) Trade
Secrets and (e) all other  intellectual  or  industrial  property of any kind or
nature,  in each case  arising  under or  protected  by the laws of any  country
anywhere in the world.

       "IRS" means the Internal Revenue Service.

       "KNOWLEDGE"  means,  with respect to any Person,  the actual knowledge of
such Person.  Without limiting the generality of the foregoing,  with respect to
any Person that is a  corporation,  limited  liability  company,  partnership or
other business  entity,  actual  knowledge shall be deemed to include the actual
knowledge of all directors, officers, partners and members of any such person.

       "LIABILITY"   means,  with  respect  to  any  Person,  any  liability  or
obligation of such Person of any kind,  character or description,  whether known
or  unknown,  absolute  or  contingent,  accrued  or  unaccrued,  liquidated  or
unliquidated,  secured or  unsecured,  joint or  several,  due or to become due,
vested or unvested, executory, determined, determinable or otherwise and whether
or not the same is required to be accrued on the  Financial  Statements  of such
Person.

       "LICENSED-IN  TRANSFERRED IP" means the Transferred IP that a third party
owns but licenses to Seller under a Licensed-In Transferred IP Agreement.

       "LICENSED-IN  TRANSFERRED  IP  AGREEMENTS"  means the licenses,  permits,
sublicenses and other agreements or permissions under which Seller is a licensee
or otherwise  authorized to make, use,  practice,  sell,  import,  copy,  adapt,
distribute, sublicense or otherwise exploit the Licensed-In Transferred IP.

       "LICENSED-OUT  TRANSFERRED  IP AGREEMENTS"  means the licenses,  permits,
sublicenses and other agreements or permissions  under which Seller has licensed
or otherwise  authorized a third party to make,  use,  practice,  sell,  import,
copy, adapt, distribute, sublicense or otherwise exploit any Transferred IP.

       "LIEN" means,  with respect to any asset,  any mortgage,  title defect or
objection, lien, pledge, charge, security interest, encumbrance or hypothecation
in respect of such asset.

       "MATERIAL  ADVERSE  EFFECT"  means,  (i) with respect to any Person,  any
circumstance  of,  change in, or effect on, or group of such  circumstances  of,
changes in or effects on, the  operations,  financial  condition,  earnings,  or
results of operations,  assets,  or Liabilities of the Person that results in or
would  reasonably be expected to result in, a material  adverse  effect on, or a
material  adverse  change in, the  operations,  financial  condition,  earnings,
results of operations, assets or Liabilities of such Person or (ii) with respect
to the  Transferred  Assets,  any  circumstance  of, change in, or effect on, or
group of such  circumstances  of,  changes  in or effects  on,  the  Transferred
Assets, that results in or would reasonably be expected to result in, a material
adverse effect on, or a material adverse change in the Transferred Assets.

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       "NOTE" means the note in the  aggregate  principal  amount of  $2,000,000
issued by the Seller  dated June 29, 2001 and payable to Imatron,  and became an
obligation of Seller to the Company upon the merger of Imatron and the Company.

       "PATENTS"  means all  classes  or types of  patents,  utility  models and
design    patents    (including     originals,     divisions,     continuations,
continuations-in-part,    re-examinations,    extensions   or   reissues),   and
applications for these classes or types of patent rights in all countries of the
world (and any patents issuing thereon).

       "PERMITTED  LIENS"  means (a) Liens for Taxes the payment of which is not
yet due, (b) Liens for governmental  assessments,  charges or claims, other than
Taxes,  the  payment  of which is not yet due and none of which is  material  in
amount and (c) statutory  Liens of landlords and Liens imposed by Applicable Law
incurred in the ordinary course of business which are either for immaterial sums
not yet delinquent or are immaterial in amount and being contested in good faith
and which,  in case of either (b) or (c), do not in any material  respect impair
the ability to use the Transferred  Assets in the manner in which they were used
by Seller.

       "PERSON"  means an  individual,  corporation,  partnership,  association,
limited  liability  company,  trust,  estate or other similar business entity or
organization, including a Governmental Authority.

       "REGISTERED IP" means any of  theTransferred  IP owned by Seller that has
been registered by Seller with a governmental patent office, trademark office or
copyright office anywhere in the world.

       "SERVICES  AGREEMENT"  means the Services  Agreement dated as of the date
hereof,  and executed by the Company and Seller in connection with the execution
of this Agreement.

       "SOFTWARE  LICENSE  AGREEMENT" means the Software License Agreement dated
as of the date hereof, and executed by the Company and Seller in connection with
the execution of this agreement.

       "SOLVENT"  means,  with  respect  to the  Seller,  that as of the date of
determination  both  (i) (a)  the sum of  Seller's  debt  (including  contingent
liabilities) does not exceed the present fair saleable value of Seller's present
assets;  (b)  Seller's  capital is not  unreasonably  small in  relation  to its
business as  contemplated on the Closing Date or with respect to any transaction
contemplated  or  undertaken  after the  Closing  Date;  and (c)  Seller has not
incurred  and does not intend to incur,  or believe  (nor  should it  reasonably
believe) that it will incur,  debts beyond its ability to pay such debts as they
become due (whether at maturity or otherwise);  and (ii) the Seller is "solvent"
within the meaning  given that term and  similar  terms  under  applicable  laws
relating  to  fraudulent  transfers  and  conveyances.   For  purposes  of  this
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and  circumstances  existing at
such time,  represents  the amount that can  reasonably be expected to become an
actual or matured liability (irrespective of whether such contingent liabilities
meet the criteria for accrual under Statement of Financial  Accounting Standards
No. 5).

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       "TAXES"  means  (a) all  foreign,  federal,  state,  local  and other net
income,  gross  income,  gross  receipts,  sales,  use AD VALOREM,  value added,
intangible, unitary, capital gain, transfer, franchise, profits, license, lease,
service,  service use,  withholding,  backup withholding,  payroll,  employment,
estimated, excise, severance, stamp, occupation,  premium, property,  prohibited
transactions,  windfall or excess profits,  customs duties or other taxes, fees,
assessments  or charges of any kind  whatsoever,  together with any interest and
any penalties,  additions to tax or additional amounts with respect thereto, (b)
any Liability for payment of amounts described in clause (a) whether as a result
of  transferee  Liability,  or being a member  of an  Affiliated,  consolidated,
combined or unitary group for any period,  or otherwise through operation of law
and (c) any Liability for the payment of amounts  described in clause (a) or (b)
as a result of any tax sharing, tax indemnity or tax allocation agreement or any
other express or implied  agreement to indemnify any other person for Taxes; and
the term "TAX" means any one of the foregoing Taxes.

       "TAX  RETURNS"  means all  returns,  declarations,  reports,  statements,
information  statement,  forms or other  documents filed or required to be filed
with respect to any Tax.

       "TRADEMARKS"  means any  registered  and common law  trademarks and trade
names,  service marks and service names, and  registrations and applications for
registrations  thereof and foreign counterparts  thereof,  Internet domain names
and  associated  content,  logos,  designs,  slogans,  trade  dress and  general
intangibles  of  like  nature,   including  without  limitation  all  associated
goodwill.

       "TRADE   SECRETS"  means  any  trade  secrets,   know-how,   engineering,
production and other designs, inventions, discoveries, concepts, ideas, methods,
processes   (including   design   and   manufacturing   processes),    drawings,
specifications,  formulae,  data bases and documentation thereof,  technological
models, algorithms, behavioral models, logic diagrams, schematics, test vectors,
technical  information,  documentation,  websites,  data and other commercial or
technical information that derives economic value, actual or potential, from not
being  generally known to, and not being readily  ascertainable  by proper means
by, other Persons who can obtain  economic  value from its disclosure or use and
is the  subject  of  efforts  that are  reasonable  under the  circumstances  to
maintain  its  secrecy  and  any  other   information  that  is  proprietary  or
confidential,  in each  case  excluding  any  rights  in  respect  of any of the
foregoing that comprise or are protected by Copyrights or Patents.

       "TRANSFERRED  ASSETS"  means  both  the  Transferred  Technology  and the
Transferred IP (both defined below).

       "TRANSFERRED IP" means the Intellectual Property Rights that are both (a)
owned by the  Seller or in the case of rights  licensed  in to Seller by a third
party under a Licensed-In Transferred IP Agreement, all of the rights Seller has
under such agreement, and (b) embodied in the Transferred Technology.

       "TRANSFERRED  TECHNOLOGY"  means the Cardiac PET Software,  including the
software package as currently released and under development, and the source and
object code and  documentation  related thereto,  as each of such items exist on
the Closing Date of this Agreement. For the avoidance of doubt, the defined term
"Transferred Technology" as used


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herein  shall  not  include  any  Intellectual  Property  Rights  (the  relevant
Intellectual  Property Rights being dealt with in the definition of "Transferred
IP").

                                   ARTICLE II

                               TRANSFER OF ASSETS
2.01.  ACQUIRED ASSETS. On the date hereof and upon the terms and subject to the
conditions of this Agreement and the Bill of Sale,  the Company hereby  acquires
from  Seller and Seller  hereby  assigns,  sells,  transfers  and conveys to the
Company,  free and clear of all Liens  other than  Permitted  Liens,  all right,
title and interest,  on a worldwide  basis,  in and to the  Transferred  Assets;
provided,  however,  that  Seller  shall  be  permitted  retain  copies  of  the
Transferred  Technology  for its continued use under the license  granted in the
Software License Agreement.

       2.02.  CONSIDERATION.  The aggregate consideration paid by the Company to
Seller in exchange for the Transferred Assets (the  "CONSIDERATION") on the date
hereof consists of:

       (a)    surrender of the Surrendered Shares; plus

       (b)    surrender of the Surrendered Warrants; plus

       (c)    cancellation  of all  obligations  under the Note,  including  any
interest  accrued  thereunder,   and  termination  of  the  associated  security
interests in Seller's assets;

       (d)    execution and delivery of the Software License Agreement; and

       (e)    execution and delivery of the Services Agreement.

In connection with the execution of this  Agreement,  the Company has delivered,
to Seller for cancellation a certificate  representing the Surrendered Shares, a
certificate   representing  the  Surrendered   Warrants,   and  the  Note.  Upon
cancellation,  the Surrendered  Shares,  the Surrendered  Warrant,  and the Note
shall be of no  further  force or effect  and none of the  rights,  obligations,
terms conditions,  representations,  warranties, covenants or other terms of any
of them or of the Security  Agreement,  dated June 29, 2001  between  Seller and
Imatron (the "Security  Agreement"),  shall  survive.  The Company shall deliver
such UCC termination  statements as Seller may request to terminate the security
interest granted pursuant to the Security Agreement.

                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF SELLER

       3.01.  EXISTENCE  AND  GOOD  STANDING.   Seller  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Texas  and has all  corporate  power  and  authority  required  to  carry on its
business as now  conducted  and to own and operate the business as now conducted
and  operated by it.  Seller is  qualified  to conduct  business  and is in good
standing in each  jurisdiction in which it conducts its business other than such
jurisdictions  where the failure to be so  qualified,  whether  singly or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect on
the Transferred Assets or Seller's ability to


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consummate  the  transactions  contemplated  by this  Agreement  and  the  other
Acquisition Documents.

       3.02.  AUTHORIZATION  AND  ENFORCEABILITY.  The  execution,  delivery and
performance by Seller of this Agreement and the other Acquisition Documents, and
the consummation of the transactions contemplated hereby and thereby, are within
Seller's powers and have been duly authorized by all necessary  corporate action
on its part. This Agreement and the other Acquisition  Documents have been, duly
and validly  executed by Seller and,  assuming the due execution and delivery of
this Agreement and the other Acquisition Documents to which it is a party by the
Company,  will  constitute  the legal,  valid and binding  agreements of Seller,
enforceable against it in accordance with their respective terms, subject to any
applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
now or hereafter in effect relating to creditors' rights generally or to general
principles of equity.

       3.03.  GOVERNMENTAL OR OTHER AUTHORIZATION.  The execution,  delivery and
performance by Seller of this Agreement and the other Acquisition Documents, and
the  consummation  by it of the  transactions  contemplated  hereby and thereby,
require no Governmental Approval from any Governmental Authority or any consent,
waiver or approval of any other Person.

       3.04.  NON-CONTRAVENTION. The execution, delivery and performance of this
Agreement and the other Acquisition Documents by Seller, and the consummation of
the  transactions  contemplated  hereby  and  thereby,  do not and  will not (a)
contravene  or  conflict  with the  certificate  of  incorporation  or bylaws of
Seller,  (b)  contravene or conflict with or constitute a material  violation of
any provision of any  Applicable Law binding upon or applicable to Seller or the
Transferred  Assets,  or (c) (i) result in the  creation  or  imposition  of any
material Lien (other than Liens for Sales Taxes) on the Transferred  Assets,  or
(ii)  constitute a breach,  default or violation  of any  commitment,  judgment,
injunction  or  decree  which  would  have  a  Material  Adverse  Effect  on the
Transferred Assets.

       3.05.  FINANCIAL STATEMENTS.

       (a)    Seller has  furnished  the Company  with  copies of the  following
(collectively,  the  "FINANCIAL  STATEMENTS"):  (i) an audited  balance sheet of
Seller as of December 31, 2002, (ii) an unaudited  balance sheet of Seller as of
March 31, 2003,  (iii) an unaudited  balance  sheet for the Seller as of May 31,
2003,  and (iv) the  related  statements  of income and of changes in  financial
position for such  periods.  The balance sheet of Seller as of March 31, 2003 is
referred  to  herein as the  "SELLER  BALANCE  SHEET"  and the date  thereof  is
referred to herein as the "FINANCIAL INFORMATION DATE".

       (b)    The  Financial  Statements:  (i) are correct  and  complete in all
material  respects  and have  been  prepared  in  accordance  with the books and
records of Seller;  (ii) have been prepared in accordance with GAAP consistently
applied  throughout  the  periods  covered,  except  as noted  in the  Financial
Statements and except with respect to the Financial Statements as of and for the
period ended May 31, 2003,  which do not include all  information  and footnotes
required  by GAAP,  but  nevertheless  reflect all  adjustments,  which are of a
normal  recurring  nature,  necessary  for a fair  presentation  of the Seller's
financial position and the results of its operations;  (iii) reflect and provide
in accordance with GAAP, in the aggregate, adequate reserves in respect

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of all known liabilities of Seller,  including all known contingent liabilities,
as of such dates;  and (iv) present fairly the financial  condition of Seller at
such dates and the  results of their  operations  for the  fiscal  periods  then
ended.

       (c)    Seller  keeps  books,  records and accounts  that,  in  reasonable
detail,  accurately and fairly reflect (i) the  transactions and dispositions of
assets of Seller and (ii) the value of inventory  calculated in accordance  with
GAAP.  Seller has, and no  employee,  agent or  shareholder  of Seller (in their
capacity  as such as  purporting  to act in such  capacity or on behalf of or in
connection  with the business or affairs of Seller),  directly or indirectly has
made any payment of funds of any such  entity or received or retained  any funds
in violation of any applicable law.

       3.06.  ABSENCE OF CERTAIN CHANGES.  Except as set forth on SCHEDULE 3.06,
since the  Financial  Information  Date,  the  business  of the  Seller has been
conducted in the ordinary course  consistent  with past practice,  and there has
not been:

       (a)    any  creation,  assumption  or sufferance of (whether by action or
omission) the existence of any Lien on any of the Transferred Assets, other than
Permitted Liens;

       (b)    any  material  change  by  Seller  in its  accounting  principles,
methods or practices or in the manner it keeps its accounting  books and records
relating to Seller's  business,  except any such change  required by a change in
GAAP;

       (c)    any  material  damage,  destruction  or other  casualty  loss with
respect to any Transferred Asset;

       (d)    any sale,  encumbrance,  assignment  or  transfer of any assets or
properties  which  would have been  included  in the  Transferred  Assets if the
Closing  had  been  held  on the  Financial  Information  Date  or on  any  date
thereafter,  except in the  ordinary  course of  business  consistent  with past
practice or as contemplated by this Agreement; or

       (e)    any agreement  for Seller to take any of the actions  specified in
paragraphs (a) through (d) above.

       3.07.  LITIGATION.  Except as set forth on  SCHEDULE  3.07,  there are no
actions, suits, claims, charges,  hearings,  arbitrations,  audits,  proceedings
(public  or   private)   or,  to  the   Knowledge   of  Seller,   investigations
(collectively, "PROCEEDINGS") pending or, to the Knowledge of Seller, threatened
(a) by or against Seller relating to any of the  Transferred  Assets or (b) that
seek to prevent,  enjoin,  alter or delay the transactions  contemplated by this
Agreement  or any of the other  Acquisition  Documents.  There  are no  existing
orders,  judgments  or  decrees of any  Governmental  Authority  against  Seller
relating to any of the Transferred Assets.

       3.08.  MATERIAL CONTRACTS.

       (a)    SCHEDULE   3.08  lists  each   material   Contract  by  which  the
Transferred Assets are bound. True and complete copies of each of such Contracts
have been delivered to the Company.

       3.09.  INTENTIONALLY OMITTED.

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       3.10.  COMPLIANCE  WITH  APPLICABLE  LAWS.  Seller  has  complied  in all
respects with any Applicable  Laws relating to the  Transferred  Assets,  except
where the  failure  to comply  would  not,  singly or in the  aggregate,  have a
Material Adverse Effect on the Transferred Assets.  Seller is not subject to any
order, writ, injunction or decree of any Governmental  Authority relating to the
Transferred Assets.

       3.11.  TAX  MATTERS.  To the  extent  that  the  failure  to do so  would
adversely affect the Company's  ownership of the Transferred Assets or result in
successor liability, Seller has filed on a timely basis all Tax Returns required
to have been filed by it with respect to the Transferred  Assets and has paid on
a timely  basis all Taxes shown  thereon as due.  Additionally,  with respect to
those Taxes described in the preceding sentence of this Section 3.12, Seller has
not  received  any notice  that it is or may be subject to  additional  Tax with
respect to the Transferred Assets.  There are no Liens for Taxes (other than for
current Taxes not yet due and payable) upon any of the Transferred Assets.

       3.12.  SUFFICIENCY. The Transferred Assets constitute all of the software
(other  than   software   embedded  in  Seller's  PET   scanners   that  is  not
cardiac-specific)   necessary  to  utilize  the   Transferred   Technology   and
Transferred IP as Seller utilized the same prior to the Closing Date, except for
such technology and intellectual property rights as are commercially available.

       3.13.  INTELLECTUAL PROPERTY. Seller represents and warrants that, unless
otherwise set forth on SCHEDULE 3.13:

       (a)    except for the  Licensed-In  Transferred IP, if any, Seller is the
sole and  exclusive  owner,  free and clear of all Liens  (other than  Permitted
Liens), of all right, title and interest in and to all of the Transferred IP;

       (b)    except for the Licensed-In Transferred IP, if any, each present or
past employee,  officer, consultant or any other person who developed or created
any part of the Transferred IP on behalf of Seller has assigned to has vested in
Seller any and all right, title and interest in and to all such Transferred IP;

       (c)    to  Seller's  Knowledge,   the  Transferred  Technology  does  not
incorporate  without  authorization,   permission  or  right  to  use,  (i)  any
inventions  of any  employees  of Seller  that were  made,  or any  confidential
information  (including trade secrets) of another Person to which such employees
were  exposed,  prior to their  employment by Seller,  or (ii) any  confidential
information (including trade secrets) of another Person to which any independent
contractors or consultants have been exposed;

       (d)    except for the Licensed-In  Transferred IP, if any, Seller has the
right to assign all  right,  title and  interest  in and to its  Transferred  IP
without seeking the approval or consent of any third party and without  payments
to any third party;

       (e)    Seller has provided  true and accurate  copies of all  Licensed-In
Transferred  IP  Agreements,  if any, to the Company,  all of which  Licensed-In
Transferred IP Agreements are listed in SCHEDULE 3.13;

                                       9
<PAGE>


       (f)    the  Licensed-In  Transferred IP  Agreements,  if any, are binding
against  Seller and in full force and effect in accordance  with their terms and
provide Seller with all rights,  licenses and authorizations,  including without
limitation  the  rights to make,  use,  practice,  sell,  import,  copy,  adapt,
distribute,  sublicense  or otherwise  exploit all  Licensed-In  Transferred  IP
embodied  in  the  Transferred  Technology  as set  forth  in  such  Licensed-In
Transferred IP Agreements;

       (g)    Seller  has the right to assign  all  Licensed-In  Transferred  IP
Agreements,  if any, to the Company  without  seeking the approval or consent of
any third party and without payments to any third party;

       (h)    the  rights  licensed  under  each   Licensed-In   Transferred  IP
Agreement,  if any, will be  exercisable by the Company on and after the Closing
to the same extent as by the Seller prior to the Closing;

       (i)    Seller has provided true and accurate  copies of all  Licensed-Out
Transferred IP  Agreements,  if any, to the Company,  all of which  Licensed-Out
Transferred IP Agreements are listed in SCHEDULE 3.13;

       (j)    to Seller's Knowledge, no Transferred IP Infringes any third party
Intellectual Property Rights;

       (k)    to Seller's Knowledge,  no Claim has been brought or is threatened
by any third party that alleges that any  Transferred IP Infringes the rights of
others;

       (l)    no Transferred IP (other than the  Licensed-In  Transferred IP) is
subject to any outstanding order,  judgment,  decree or stipulation  restricting
the use  thereof by Seller or  restricting  the sale,  transfer,  assignment  or
licensing thereof by Seller to any person;

       (m)    Seller has not threatened or initiated any Claim against any third
party  alleging  that such third  party  Infringes  any  Transferred  IP and, to
Seller's Knowledge, no third party is Infringing any Transferred IP;

       (n)    to Seller's  Knowledge,  all of the Transferred IP owned by Seller
immediately prior to execution of this Agreement is valid and enforceable;

       (o)    Seller  has not taken any  action,  or failed to take any  action,
that would result in the abandonment,  cancellation, forfeiture, relinquishment,
invalidation or unenforceability of any of the Registered IP;

       (p)    to Seller's  Knowledge,  all Registered IP has been  registered or
has  been  filed  and  obtained,   in  accordance  with  all  applicable   legal
requirements  and the  registrations  for such  Registered  IP are  currently in
effect and in compliance with all applicable  legal  requirements  and,  without
limiting  the  generality  of any of the  foregoing,  all  filing,  examination,
issuance,  post  registration  and  maintenance  fees,  annuities  and the  like
associated  with or required  with respect to any of the  Registered IP has been
timely paid;

                                       10
<PAGE>


       (q)    to  Seller's  Knowledge,  no  Registered  IP  has  been  or is now
involved in any interference, reissue, reexamination, opposition or cancellation
proceeding and, to Seller's Knowledge,  no such action is or has been threatened
with respect to any of the Registered IP;

       (r)    to Seller's  Knowledge,  there has been no prior use of any of the
registered trademarks or servicemarks,  if any, included in the Registered IP by
any other  person that would  confer upon such  person  superior  rights in such
marks;

       (s)    Seller has taken  reasonable  measures to protect and preserve the
security,  confidentiality  of the trade secrets contained within Transferred IP
and, without limiting the foregoing,  Seller has and enforces a policy requiring
each of the employees,  consultants  and  contractors to enter into  proprietary
information, confidentiality and assignment agreements substantially in Seller's
standard  forms  (which have  previously  been  provided to the Company) and all
current  and  former  employees,  consultants  and  contractors  of Seller  have
executed such an agreement.

       (t)    Seller  is   receiving   reasonable   equivalent   value  for  the
Transferred Assets.

       3.14   FINANCIAL CONDITION OF SELLER; THE NOTE.

       (a)    Upon  giving  effect  to the  transactions  contemplated  by  this
Agreement, Seller will be Solvent.

       (b)    Seller  shall  provide  the Company  with a Solvency  Certificate,
dated as of the Closing Date and attached hereto as Exhibit 3.14(b), executed by
the Chief  Financial  Officer of Seller,  stating that upon giving effect to the
transactions contemplated by this Agreement, Seller will be Solvent.

       (c)    Seller  represents  and warrants with regard to the Note that: (i)
Seller  received  $2,000,000  in cash from Imatron  under the terms of the Note;
(ii) the Note is a legal,  valid and  binding  obligation  of the Seller in full
force and effect and is enforceable in accordance  with its terms;  (iii) Seller
has no valid defenses to the payment of the Note.

       (d)    Before  giving  effect to the  transactions  contemplated  by this
agreement: (i) the Seller's obligations under the Note were secured by a lien on
all of the assets of Seller;  (ii) Seller was in default  under the terms of the
Note;  (iii) as a result  of  Seller's  default  under  the  Note,  Imatron  or,
following  the merger of Imatron  with and into the Company,  the Company  would
have  been  permitted  to  foreclose  on the  Transferred  Assets;  and (iv) the
Transferred Asset constitute collateral that was subject to the lien in favor of
the Company pursuant to the Security Agreement.


                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

       As an inducement to Seller to enter into this Agreement and to consummate
the transactions contemplated herein, the Company hereby represents and warrants
to Seller as of the date of this Agreement as follows:

                                       11
<PAGE>


       4.01.  EXISTENCE AND GOOD  STANDING.  The Company is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
New York and has all  corporate  power and  authority  required  to carry on its
business as now  conducted  and to own and operate the business as now conducted
and  operated by it. The  Company is not  required  to be  qualified  to conduct
business  in any  state  other  than such  states  where  the  failure  to be so
qualified,  whether singly or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect on it.

       4.02.  AUTHORIZATION;   ENFORCEABILITY.   The  execution,   delivery  and
performance  by  the  Company  of  this  Agreement  and  the  other  Acquisition
Documents,  and the  consummation of the  transactions  contemplated  hereby and
thereby are within the  Company's  powers and have been duly  authorized  by all
necessary  corporate  action  on its part.  This  Agreement  has been and,  when
executed at the Closing, the other Acquisition  Documents to which it is a party
will have been, duly and validly  executed by the Company and,  assuming the due
execution and delivery of this Agreement and the other Acquisition  Documents by
Seller,  will constitute the legal, valid and binding agreements of the Company,
enforceable against it in accordance with their respective terms, subject to any
applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
now or hereafter in effect relating to creditors' rights generally or to general
principles of equity.

       4.03.  LITIGATION.  There are no Proceedings pending or, to the Company's
Knowledge,  threatened:  (a) against the  Company,  its  respective  activities,
properties or assets,  or (b) that seek to prevent,  enjoin,  alter or delay the
transactions  contemplated  by this  Agreement  or any of the other  Acquisition
Documents.  Neither  the Company  nor any of its  Subsidiaries  is a party to or
subject to the provisions of any order, writ, injunction,  judgment or decree of
any court or government agency or instrumentality. There are no existing orders,
judgments or decrees of any Governmental Authority against the Company.

                                    ARTICLE V

                                    COVENANTS

       5.01.  MUTUAL FURTHER ASSURANCES. Each Party hereto agrees to execute and
deliver such other documents, certificates, agreements and other writings and to
take such other commercially  reasonable actions as may be reasonably  necessary
or desirable in order to consummate or implement  expeditiously the transactions
contemplated by this Agreement and the other Acquisition Documents.

       5.02.  FURTHER ASSURANCES OF THE SELLER.

       (a)    Upon each reasonable  request by the Company,  without  additional
consideration,  Seller  agrees to  promptly  execute  any  documents  reasonably
requested  by the Company and provide  reasonable  assistance  to the Company in
accordance  with the terms of the  Services  Agreement,  as the Company may deem
necessary  to  procure,  maintain,  perfect,  and  enforce  the  full  benefits,
enjoyment,  rights, title and interest,  on a worldwide basis of the Transferred
Assets,  and render  all  necessary  assistance  in making  application  for and
obtaining original, divisional, renewal, or reissued utility and design patents,
copyrights, mask works, trademarks, trade secrets

                                       12
<PAGE>


contained in the Transferred  IP, in the Company's name and for its benefit.  In
the event the  Company is unable for any reason,  after  reasonable  effort,  to
secure Seller's  signature on any document needed in connection with the actions
specified herein, Seller hereby irrevocably  designates and appoints the Company
and its duly  authorized  officers and agents as its agent and attorney in fact,
which  appointment is coupled with an interest,  to act for and in its behalf to
execute,  verify  and file  any  such  documents  and to do all  other  lawfully
permitted  acts to further the  purposes of this  paragraph  with the same legal
force and effect as if executed by Seller.  Seller hereby waives and  quitclaims
to the Company any and all claims, of any nature whatsoever,  that Seller now or
may  hereafter  have for  infringement  of any  Transferred  Assets by any third
party.

       (b)    Upon  each  reasonable  request  by  Seller,   without  additional
consideration, the Company agrees to execute any necessary documents and provide
reasonable and necessary  assistance to Seller in confirming the rights licensed
to Seller pursuant to the Software License Agreement.  The Company agrees not to
take any action to challenge  or contest any of Seller's the rights  licensed to
Seller pursuant to the Software License Agreement.

       5.03.  TAX MATTERS.

       (a)    ALLOCATION  OF PROPERTY  TAXES.  All personal  property  taxes and
similar AD VALOREM obligations levied with respect to the Transferred Assets for
a taxable  period that  includes (but does not end on) the Closing Date shall be
apportioned  between  Seller and the Company as of the Closing Date based on the
number of days of such taxable period included in the Pre-Closing Tax Period and
the number of days of such  taxable  period  included  in the  Post-Closing  Tax
Period.  Seller shall be liable for the proportionate  amount of such Taxes that
is attributable  to the Pre-Closing Tax Period,  and the Company shall be liable
for  the  proportionate  amount  of  such  Taxes  that  is  attributable  to the
Post-Closing Tax Period.  Within a reasonable  period after the Closing,  Seller
and the Company  shall present a statement to the other setting forth the amount
of reimbursement to which each is entitled under this Section 5.03(a),  together
with such  supporting  evidence as is  reasonably  necessary  to  calculate  the
proration  amount.  The proration  amount shall be paid by the Party owing it to
the other within ten days after delivery of such statement.  Thereafter,  Seller
shall notify the Company upon  receipt of any bill for personal  property  taxes
relating to the Transferred Assets, part or all of which are attributable to the
Post-Closing Tax Period, and shall promptly deliver such bill to the Company who
shall pay the same to the appropriate  taxing  authority,  provided that if such
bill  covers any part of the  Pre-Closing  Tax Period,  Seller  shall also remit
prior to the due date of assessment to the Company payment for the proportionate
amount of such bill that is attributable  to the Pre-Closing Tax Period.  In the
event that either  Seller or the  Company  shall  thereafter  make a payment for
which it is entitled to  reimbursement  under this  Section  5.03(a),  the other
Party shall make such reimbursement  promptly, but in no event later than thirty
days  after  the  presentation  of a  statement  setting  forth  the  amount  of
reimbursement  to  which  the  presenting  party is  entitled  along  with  such
supporting  evidence  as is  reasonably  necessary  to  calculate  the amount of
reimbursement. Any payment required under this Section 5.03(a) and not made when
due shall bear interest at the rate of ten percent per annum.

       (b)    COOPERATION.  As to the Taxes that are subject to section  5.03(a)
from and after the Closing Date, the parties hereto agree to furnish or cause to
be furnished to one another, upon

                                       13
<PAGE>


request, as promptly as practicable, such information and assistance relating to
the  Transferred  Assets as is  reasonably  necessary  for the filing of all Tax
Returns,  the  preparation  for  any  audit  by any  taxing  authority,  and the
prosecution  or defense of any claim or  Proceeding  relating to any Tax Return.
The parties  hereto shall  cooperate with each other in the conduct of any audit
or other Proceeding  related to Taxes involving the Transferred  Assets and each
shall  execute and deliver  such powers of attorney  and other  documents as are
necessary to carry out the intent of this Section 5.03(b).

       (c)    RESPONSIBILITY  FOR PAYMENT OF TAXES.  Taxes  attributable  to the
Transferred Assets other than those treated specifically in Sections 5.03(a) and
(e),  shall be borne by the Party  incurring  such Taxes  (other  than solely by
reason of successor  liability or similar  provisions  of law) under  Applicable
Law, and each Party shall  indemnify,  defend and hold the other Party  harmless
from and  against  all Taxes for which  such  Party is liable  pursuant  to this
Section 5.03(c). The Company shall prepare and file (or cause to be prepared and
filed) on a timely basis all Tax Returns for all taxable periods beginning after
the Closing Date,  shall pay all taxes shown to be due on such Tax Returns,  and
shall indemnify and hold Seller harmless against,  from and respect of all Taxes
(i) for any taxable year or period  commencing  after the Closing Date, and (ii)
for any taxable period beginning before and ending after the Closing Date, other
than Taxes  attributable  to the Pre-Closing  Period.  The provisions of Section
5.03(b) regarding payment,  verification,  and interest shall apply to the Taxes
that are subject to this Section 5.03(c).

       (d)    SALES TAX  CERTIFICATES.  The Company will provide  Seller with an
appropriate resale certificate for sales tax purposes.

       (e)    SALES AND USE TAXES.  The sales,  use and any other Taxes  arising
out of the  transfer  of the  Transferred  Assets  (the  "SALES  TAX")  shall be
determined  at Closing  based on the  allocation  described  in Section 5.04 and
shall be paid by the Company.  To the extent  permitted by  Applicable  Law, the
Company and Seller shall  cooperate  fully in  minimizing  the Sales Tax. To the
extent a taxing  authority  provides  notice  to Seller of an audit of the Sales
Tax,  Seller shall  immediately  notify the Company and the Company shall assume
responsibility  for such audit and shall pay when due any  additional  Sales Tax
ultimately  assessed  with  respect  to the  transactions  contemplated  by this
Agreement.  The Company  shall have  complete  authority  to control,  settle or
defend any proposed  adjustment  to the Sales Tax,  and Seller  shall  cooperate
fully with the Company,  in its defense or settlement of any proposed adjustment
to the Sales Tax.

       5.04.  ALLOCATION OF CONSIDERATION.  The Consideration shall be allocated
in accordance with SCHEDULE 5.04, which Schedule shall be drafted by the Company
and  agreed to by the  parties  within 10 days of the date  hereof.  Each of the
parties hereto agrees to report the transactions  contemplated  hereby for state
and  federal  Tax  purposes  in   accordance   with  such   allocation   of  the
Consideration.

       5.05.  SOFTWARE  LICENSE  AGREEMENT.  The  Company  and the Seller  shall
execute, on the date hereof, the Software License Agreement.

       5.06.  MUTUAL  RELEASE.  By executing this Agreement each Party agrees to
accept and grant the following  mutual  releases.  The following mutual releases
shall not release any Party from its respective  obligations  hereunder or under
any other documents executed by the parties

                                       14
<PAGE>


on the date hereof or from any claims  accruing  hereunder,  thereunder or after
the date hereof (collectively, the "Unreleased Obligations").

       (a)    In  consideration of the mutual covenants  contained  herein,  and
subject  to all terms and  conditions  of this  Agreement,  the  Company  hereby
releases Seller, its affiliates and subsidiaries and their respective attorneys,
agents, successors, assigns, employees, officers, shareholders, representatives,
and predecessors (the "SELLER RELEASED PARTIES") for any and all claims,  causes
of action, suits, contracts, counterclaims,  demands and/or liabilities, both in
law and in equity,  known or unknown,  contingent or  otherwise,  other than the
unreleased  obligations,  which the Company may have against the Seller Released
Parties (or any of them) as of the date of this Agreement.

       (b)    In  consideration of the mutual covenants  contained  herein,  and
subject to all terms and conditions of this  Agreement,  Seller hereby  releases
the Company,  its affiliates and subsidiaries  and their  respective  attorneys,
agents, successors, assigns, employees, officers, shareholders, representatives,
and predecessors (the "COMPANY RELEASED PARTIES") for any and all claims, causes
of action, suits, contracts, counterclaims,  demands and/or liabilities, both in
law and in equity,  known or unknown,  contingent or  otherwise,  other than the
unreleased  obligations  which  Seller may have  against  the  Company  Released
Parties (or any of them) as of the date of this Agreement.

                                   ARTICLE VI

                                 INDEMNIFICATION

       6.01.  GENERAL  SURVIVAL.  The  parties  agree  that,  regardless  of any
investigation  made by the parties,  the  representations  and warranties of the
parties contained in this Agreement or in any schedule, or certificate furnished
pursuant hereto shall survive the execution and delivery of this Agreement for a
period  beginning on the date hereof and ending at 5:00 p.m.,  New York time, on
the date that is eighteen  months after the Closing Date. Upon the expiration of
a  representation  or warranty  pursuant to this Section  6.01,  unless  written
notice  of a claim  based  on such  representation  or  warranty  specifying  in
reasonable  detail  the  facts on which  the  claim is  based  shall  have  been
delivered to the Indemnitor  prior to the expiration of such  representation  or
warranty,  such  representation  or warranty shall be deemed to be of no further
force or effect,  as if never  made,  and no action may be brought  based on the
same, whether for indemnification,  breach of contract,  tort or under any other
legal  theory.  The  covenants  and  agreements of the parties set forth in this
Agreement shall survive  indefinitely to the extent  necessary to give effect to
their terms.

       6.02.  INDEMNIFICATION.

       (a)    INDEMNIFICATION   PROVISIONS  FOR  THE  COMPANY.  Subject  to  the
provisions of Section 6.01, from and after the Closing Date, the Company and its
Affiliates,  officers,  directors,  stockholders,   representatives  and  agents
(collectively the "COMPANY  INDEMNITEES") shall be indemnified and held harmless
by Seller  from and  against  and in respect  of any and all Losses (as  defined
below) incurred by any the Company  Indemnitee  resulting from any inaccuracy in
or

                                       15
<PAGE>


breach of any of  Seller's  representations  and  warranties  contained  in this
Agreement or in any schedule or certificate to be furnished pursuant hereto.

       (b)    INDEMNIFICATION  PROVISIONS FOR SELLER.  Subject to the provisions
of Section  6.01,  from and after the Closing Date,  Seller and its  Affiliates,
officers, directors, stockholders, representatives and agents (collectively, the
"SELLER INDEMNITEES") shall be indemnified and held harmless by the Company from
and against and in respect of any and all Losses (as defined below)  incurred by
any Seller Indemnitee,  resulting from any inaccuracy in or breach of any of the
Company's  representations  or warranties  contained in this Agreement or in any
schedule or certificate furnished pursuant to this Agreement or arising from the
Company's  use  of  the  Transferred   Assets  (assuming  the  accuracy  of  the
representations  and  warranties  given by the  Seller  in  Article  III of this
Agreement).

       For purposes of this Agreement,  the term "INDEMNITEE"  shall mean either
the Company Indemnitee or a Seller Indemnitee,  as the case may be, and the term
"INDEMNITOR" shall mean either the Company Indemnitor or a Seller Indemnitor, as
the case may be.

       (c)    For purposes of this  Agreement,  the term "LOSSES"  means any and
all deficiencies,  judgments,  settlements,  demands,  claims, suits, actions or
causes of action, assessments, liabilities, losses, damages (excluding indirect,
incidental or consequential damages,  except to the extent that such damages are
awarded to a third party for which an  Indemnitee is liable),  interest,  fines,
penalties,  costs and expenses (including reasonable legal, accounting and other
costs and  expenses)  incurred  in  connection  with  investigating,  defending,
settling or satisfying any and all demands,  claims,  actions, causes of action,
suits,   proceedings,   assessments,   judgments  or  appeals,  and  in  seeking
indemnification therefor.

       (d)    No Indemnitee shall be entitled to indemnification  for any Losses
arising  from  the  breach  of any  representations  and  warranties  until  the
aggregate  amount of all Losses under all claims of all Indemnities for all such
breaches shall exceed fifty thousand Dollars ($50,000) (the "BASKET"),  at which
time all Losses incurred shall be subject to indemnification  hereunder from the
first dollar of such Losses.

       (e)    The amount of any Losses otherwise  recoverable under this Section
6.02  shall be reduced by any  amounts  that the  Indemnitees  are  entitled  to
receive under  insurance  policies (net of any costs incurred in connection with
the  collection  thereof  including  any  increases in insurance  premiums,  any
retrospective premium adjustments and experience-based  premium adjustments that
are directly attributable to such Losses).

       6.03.  MANNER OF INDEMNIFICATION.

       (a)    Each  indemnification  claim shall be made only in accordance with
this Article VI.

       (b)    If an  Indemnitee  wishes to make a claim for Losses under Article
VI of this  Agreement,  Indemnitee  shall deliver a written notice (a "NOTICE OF
CLAIM") to the applicable  Indemnitor promptly after becoming aware of the facts
giving rise to such claim.  The Notice of Claim shall (i) specify in  reasonable
detail the nature of the claim being made,  and (ii) state the aggregate  dollar
amount of such claim or, if such amount is not known, an estimate of the

                                       16
<PAGE>


amount of such Losses  (provided  that such estimate  shall not limit the Losses
that are subject to indemnification).

       (c)    Following  receipt by Indemnitor of a Notice of Claim, the parties
shall  promptly  meet to agree on the  rights  of the  respective  parties  with
respect to each of such  claims.  If the parties  should so agree,  a memorandum
setting  forth such  agreement  shall be prepared and signed by both parties and
amounts agreed upon shall be promptly paid. Any unresolved  dispute  between the
parties  shall be  resolved  in  accordance  with  Section  7.11  and the  other
applicable provisions of this Agreement.

       6.04.  THIRD-PARTY  CLAIMS.  If the Company becomes aware of a claim of a
third party  (including for all purposes of this Section 6.04, any  Governmental
Authority) that the Company believes, in good faith, may result in a claim by it
against  Seller,  the Company  shall notify  Seller of such claim as promptly as
practicable;  provided,  however,  that  failure to give prompt  notice will not
relieve  Seller from  liability for such  indemnification,  except if and to the
extent  that  either or both of  Seller or the  defense  or  action  pursued  is
actually prejudiced  thereby.  Seller shall have the right to assume and conduct
the defense of such claim.  Seller shall conduct such defense in a  commercially
reasonable  manner, and shall be authorized to settle any such claim without the
consent of the  Company  (which  consent  shall not be  unreasonably  withheld),
provided,  however,  that:  (a) Seller shall not be  authorized  to encumber any
assets  of the  Company  or agree to any  restriction  that  would  apply to the
Company or the conduct of the Company's business;  (b) Seller shall have paid or
caused  to be  paid  any  amounts  arising  out of  such  settlement;  and (c) a
condition to any such settlement shall be a complete release of the Company with
respect to such third party claim.  The Company shall be entitled to participate
in (but not control) the defense of any third party claim,  with its own counsel
and at its own expense.  The Company shall  reasonably  cooperate with Seller in
the defense of any third party  claim.  If Seller does not assume the defense of
any third party claim in accordance with the provisions hereof, the Company may,
but shall have no obligation to, defend such third party claim in a commercially
reasonable  manner and may settle such third party  claim after  giving  written
notice of the terms thereof to Seller

       6.05.  EXCLUSIVE REMEDY.

       (a)    Notwithstanding  any  other  provision  of this  Agreement  to the
contrary,  the  provisions  of this  Article VI shall be the sole and  exclusive
remedy of the Indemnitees from and after the Closing Date for any  deficiencies,
judgments,  settlements,  demands,  claims,  suits, actions or causes of action,
assessments, Liabilities, losses, damages, interest, fines, penalties, costs and
expenses   arising  under  this  Agreement  or  relating  to  the   transactions
contemplated   by  this   Agreement,   including   claims   of   breach  of  any
representation,  warranty or covenant in this Agreement; PROVIDED, HOWEVER, that
the foregoing  clause of this sentence shall not be deemed a waiver by any Party
of any right to specific performance or injunctive relief nor shall it be deemed
a waiver of any claim for fraud.  Nothing in this Agreement  limits,  expands or
otherwise  affects  in any way the  rights  and  remedies  of either  Party with
respect to causes of action arising under the Software License Agreement, or any
rights and remedies of Seller or the Company with respect to any infringement or
misappropriation  of any Intellectual  Property of Seller or the Company, as the
case may be (including  any right of Seller or the Company to seek  equitable or

                                       17
<PAGE>


injunctive relief in connection therewith), all of which rights and remedies are
expressly reserved.

       6.06.  SUBROGATION.  If the  Indemnitor  makes  any  payment  under  this
Article VI in respect of any Losses, the Indemnitor shall be subrogated,  to the
extent of such payment,  to the rights of the Indemnitee  against any insurer or
third party with respect to such Losses; provided,  however, that the Indemnitor
shall not have any rights of subrogation  with respect to the other Party hereto
or any of its Affiliates or any of its or its Affiliates'  officers,  directors,
agents or employees.

       6.06   LIMITATIONS ON INDEMNIFICATION. Notwithstanding anything herein to
the contrary, in seeking indemnification for Losses under this Article VI:

       (i)    The maximum cumulative aggregate total liability of Seller for its
indemnification liabilities under Section 6.02(a) shall not exceed $2,000,000.

       (ii)   The foregoing  limitation  shall not apply to any  indemnification
claim by any  Indemnitee  relating to, or that arises from or as a result of any
breach of a  covenant  set forth in  Article  V hereof in effect  following  the
Closing Date, or any fraudulent conduct or willful misrepresentation on the part
of the Indemnitor.

                                   ARTICLE VII

                                  MISCELLANEOUS

       7.01.  NOTICES.  All  notices and other  communications  pursuant to this
Agreement shall be in writing and shall be deemed given if delivered personally,
telecopied,  sent  by  nationally-recognized  overnight  courier  or  mailed  by
registered or certified mail (return receipt requested), postage prepaid, to the
Parties at the  addresses  set forth below or to such other address as the Party
to whom notice is to be given may have  furnished to the other parties hereto in
writing in accordance herewith. Any such notice or communication shall be deemed
to have been delivered and received (a) in the case of personal delivery, on the
date of such  delivery,  (b) in the  case of  telecopier,  on the  date  sent if
confirmation  of receipt is received and such notice is also promptly  mailed by
registered or certified mail (return  receipt  requested),  (c) in the case of a
nationally-recognized  overnight  courier  in  circumstances  under  which  such
courier  guarantees  next Business Day delivery,  on the next Business Day after
the date when sent and (d) in the case of  mailing,  on the third  Business  Day
following  that on which  the piece of mail  containing  such  communication  is
posted:

              If to the Company:
              General Electric Medical Systems
              3000 North Grandveiw Boulevard
              Waukesha, Wisconsin 53188
              Attention: General Counsel
              Facsimile:

                                       18
<PAGE>


              With a copy to:
              Gibson, Dunn & Crutcher LLP
              1801 California St, Suite 4100
              Denver, CO 80202
              Attn: Richard Russo
              Telecopy: (303) 296-5310

              If to Seller:
              Positron Corporation
              1304 Langham Creek Drive #300
              Houston, Texas 77084
              Attn: Mr. Gary Brooks, President


              With a copy to:
              Allen Matkins Leck Gamble & Mallory LLP
              333 Bush Street 17th Floor
              San Francisco, CA 94104
              Attn: Roger S. Mertz
              Telecopy: (415)837-1516

or to such  other  address  as the  person  to whom  notice  is  given  may have
previously furnished to the others in writing in the manner set forth above. Any
Party hereto may give any notice, request,  demand, claim or other communication
hereunder using any other means  (including  ordinary mail or electronic  mail),
but no such  notice,  request,  demand,  claim or other  communication  shall be
deemed to have been duly given  unless and until it  actually is received by the
individual for whom it is intended.

       7.02.  AMENDMENTS; WAIVERS.

       (a)    Any  provision of this  Agreement may be amended or waived if, and
only if, such  amendment  or waiver is in writing and signed,  in the case of an
amendment,  by all  parties  hereto,  or in the case of a  waiver,  by the Party
against whom the waiver is to be effective.

       (b)    No waiver by a Party of any default,  misrepresentation  or breach
of a warranty or covenant hereunder, whether intentional or not, shall be deemed
to extend to any prior or subsequent default,  misrepresentation  or breach of a
warranty or covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent occurrence.  No failure or delay by a Party hereto 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.
The rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided under Applicable Law.

       7.03.  EXPENSES.  All costs and expenses incurred in connection with this
Agreement  and the other  Acquisition  Documents and in closing and carrying out
the  transactions  contemplated  hereby and  thereby  shall be paid by the Party
incurring such cost or expense.

                                       19
<PAGE>


       7.04.  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon and
inure to the  benefit of the  parties  hereto and their  respective  successors,
heirs,  personal  representatives  and  permitted  assigns.  No Party hereto may
transfer or assign  either this  Agreement  or any of its rights,  interests  or
obligations  hereunder,  whether  directly or  indirectly,  by operation of law,
merger or otherwise,  without the prior written approval of each other Party. No
such transfer or assignment shall relieve the transferring or assigning Party of
its  obligations  hereunder if such transferee or assignee does not perform such
obligations.

       7.05.  GOVERNING  LAW.  This  Agreement  shall be construed in accordance
with and this Agreement and any disputes or  controversies  related hereto shall
be governed by the internal laws of the State of New York without  giving effect
to the  conflicts  of laws  principles  thereof that would apply the laws of any
other jurisdiction.

       7.06.  COUNTERPARTS:  EFFECTIVENESS.  This Agreement may be signed in any
number of counterparts and the signatures  delivered by telecopy,  each of which
shall be an original,  with the same effect as if the  signatures  were upon the
same instrument and delivered in person.  This Agreement shall become  effective
when each Party hereto shall have  received a  counterpart  hereof signed by the
other parties hereto.

       7.07.  ENTIRE  AGREEMENT.  This  Agreement  (including  the Schedules and
Exhibits referred to herein, which are hereby incorporated by reference) and the
other  Acquisition  Documents  constitute the entire agreement between and among
the parties with respect to the subject  matter hereof and thereof and supersede
all  prior  and  contemporaneous  agreements,  understandings,  representations,
statements  and  negotiations,  both  written  and oral,  between  and among the
parties  with  respect to the subject  matter of this  Agreement.  Neither  this
Agreement nor any  provision  hereof is intended to confer upon any Person other
than the parties hereto any rights or remedies hereunder.

       7.08.  CAPTIONS.  The captions  herein are included  for  convenience  of
reference  only and  shall be  ignored  in the  construction  or  interpretation
hereof.  All  references  to  an  Article,  Section,  Exhibit  or  Schedule  are
references to an Article, Section, Exhibit or Schedule of this Agreement, unless
otherwise specified, and include all subparts thereof.

       7.09.  SEVERABILITY.   If  any  provision  of  this  Agreement,   or  the
application  thereof to any Person,  place or  circumstance,  shall be held by a
court of  competent  jurisdiction  to be  invalid,  unenforceable  or void,  the
remainder of this  Agreement and such  provisions  as applied to other  Persons,
places and  circumstances  shall  remain in full force and effect only if, after
excluding the portion  deemed to be  unenforceable,  the  remaining  terms shall
provide  for  the  consummation  of  the  transactions  contemplated  hereby  in
substantially  the same manner as originally  set forth at the later of the date
this Agreement was executed or last amended.

       7.10.  CONSTRUCTION.  The parties hereto intend that each representation,
warranty, and covenant contained herein shall have independent significance.  If
any Party has breached any representation, warranty or covenant contained herein
in any respect, the fact that there exists another  representation,  warranty or
covenant relating to the same subject matter  (regardless of the relative levels
of  specificity)  that the Party has not  breached  shall  not  detract  from or
mitigate  the fact that the  Party is in  breach  of the  first  representation,
warranty or covenant.

                                       20
<PAGE>


       7.11.  DISPUTE RESOLUTION.

       (a)    Any dispute,  controversy  or claim  arising out of or relating to
this  Agreement or any  Acquisition  Document or the  validity,  interpretation,
breach or termination thereof (a "DISPUTE"), including claims seeking redress or
asserting  rights under Applicable Law, shall be resolved in accordance with the
procedures  set  forth in this  Section  except as  expressly  set forth in such
Acquisition Document. Until completion of such procedures, no Party may take any
action  not  contemplated  herein to force a  resolution  of the  Dispute by any
judicial, arbitral or similar process, except to the limited extent necessary to
(i) avoid  expiration of a claim that might  eventually  be permitted  hereby or
(ii) obtain interim relief,  including injunctive relief, to preserve the STATUS
QUO or prevent irreparable harm.

       (b)    All communications between the Parties or their representatives in
connection with the attempted  resolution of any Dispute shall be deemed to have
been delivered in  furtherance of a Dispute  settlement and shall be exempt from
discovery and production, and shall not be admissible in evidence (whether as an
admission or otherwise),  in any judicial or other proceeding for the resolution
of the Dispute.

       (c)    If a Dispute  cannot be resolved at an operational  level,  either
Party may submit the Dispute for resolution by mediation  pursuant to the Center
for Public  Resources  (the "CPR")  Model  Procedure  for  Mediation of Business
Disputes as then in effect.  Mediation  will  continue for at least 30 days from
the date such  mediation  commences  unless the  mediator  chooses  to  withdraw
sooner.  At the request of either Party at  commencement  of the mediation,  the
mediator will be asked to provide at conclusion an evaluation of the Dispute and
the Parties' relative positions.

              (i)    After completion of any prior  procedures  required hereby,
either Party may submit the Dispute for  resolution by  arbitration  pursuant to
the Rules of the CPR as in effect at the time of the  arbitration.  The  Parties
consent  to a  single,  consolidated  arbitration  for all  Disputes  for  which
arbitration is permitted.

              (ii)   The arbitral  tribunal  shall be composed of one arbitrator
selected by agreement of the Parties or, in the absence of such agreement within
21 days after  either  Party  first  proposes  an  arbitrator,  by the CPR.  The
arbitration  proceedings  shall be  conducted in the English  language,  and all
documents  not in  English  submitted  by any Party  must be  accompanied  by an
English  translation.  The arbitration  shall be conducted in Denver,  Colorado.
Each Party shall be permitted to present its case,  witnesses and  evidence,  if
any, in the presence of the other Party. A written transcript of the proceedings
shall be made and furnished to the Parties.  The arbitrators shall determine the
Dispute in  accordance  with the law of New York,  without  giving effect to any
conflict of laws rules or other rules that might render such law inapplicable or
unavailable, and shall apply this Agreement according to its terms.

              (iii)  The  Parties  agree  to be  bound  by any  award  or  order
resulting from any arbitration conducted hereunder and further agree that:

                     (A)    any monetary award shall include pre-award interest,
to the extent  appropriate,  and shall be made and payable in Dollars  through a
bank selected by the recipient of

                                       21
<PAGE>


such  award,  free of any  withholding  tax or other  deduction,  together  with
interest thereon at the 6-month London Interbank  Offered Rate in effect at such
bank on the date of the award, from the date the award is granted to the date it
is paid in full;

                     (B)    in the  context  of an  attempt  by either  Party to
enforce an  arbitral  award or order,  any  defenses  relating  to the  Parties'
capacity or the validity of this Agreement or any of the  Acquisition  Documents
under any law are hereby waived; and

                     (C)    judgment  on any  award or order  resulting  from an
arbitration  conducted  under this  Section may be entered  and  enforced in any
court, in any country,  having jurisdiction  thereof or having jurisdiction over
any of the Parties or any of their assets.

              (iv)   Except as expressly  permitted by this Agreement,  no Party
will  commence or  voluntarily  participate  in any court  action or  proceeding
concerning a Dispute,  except (A) for  enforcement as  contemplated by paragraph
(c)(iii)(D)  above, (B) to restrict or vacate an arbitral  decision based on the
grounds  specified under applicable law and not waived in paragraph  (c)(iii)(C)
above,  or (C) for  interim  relief as  provided  in  paragraph  (v) below.  For
purposes of the  foregoing or  enforcement  of any  undisputed  obligation,  the
Parties hereto submit to the non-exclusive  jurisdiction of the federal or state
courts of the State of New York.

              (v)    In addition to the  authority  otherwise  conferred  on the
arbitral tribunal, the tribunal shall have the authority to make such orders for
interim relief,  including injunctive relief, as it may deem just and equitable.
If the  tribunal  shall not have been  appointed,  either Party may seek interim
relief from a court having  jurisdiction if the award to which the applicant may
be entitled  may be rendered  ineffectual  without  such  interim  relief.  Upon
appointment  of the tribunal  following any grant of interim  relief by a court,
the  tribunal may affirm or  disaffirm  such  relief,  and the Parties will seek
modification  or  rescission of the court action as necessary to accord with the
tribunal's decision.

              (vi)   The prevailing  Party in any  arbitration  conducted  under
this Section shall  recover from the other Party (as part of the arbitral  award
or order) its reasonable attorneys' fees and other costs of arbitration.

              (vii)  The  Parties  agree that,  in so far as it is within  their
control,  and  notwithstanding  anything  to  the  contrary  in  the  applicable
arbitration rules:

                     (A)    the  arbitrator  shall be  selected  within  21 days
after commencement of the arbitration;

                     (B)    any  discovery   that  may  be  permitted   will  be
completed  within 60 days and will be not exceed single  depositions  of no more
than  three  individuals  per  side  who are  directly  involved  and a  single,
reasonable request for directly relevant documents;

                     (C)    any hearing  that may be held will take place within
90 days after  completion of  discovery,  and each Party's  presentation  at the
hearing will not require more than three full days;

                                       22
<PAGE>


                     (D)    any written  briefs  submitted to the  arbitrator(s)
will  not  exceed  a  total  of 25  pages  prior  to the  hearing  and 15  pages
subsequently, in each case excluding exhibits; and

                     (E)    the decision will be issued within 30 days after the
hearing.

       (d)    In connection  with any Dispute,  the Parties  expressly waive and
forego any right to (i)  punitive,  exemplary,  statutorily-enhanced  or similar
damages in excess of compensatory damages and (ii) trial by jury.

       7.12.  MEANING OF INCLUDE AND  INCLUDING.  Whenever in this Agreement the
word  "INCLUDE" or  "INCLUDING"  is used,  it shall be deemed to mean  "INCLUDE,
WITHOUT LIMITATION" or "INCLUDING,  WITHOUT LIMITATION," as the case may be, and
the language following "INCLUDE" or "INCLUDING" shall not be deemed to set forth
an exhaustive list.

       7.13.  THIRD PARTY  BENEFICIARIES.  No provision of this Agreement  shall
create  any  third  party  beneficiary  rights  in any  Person  other  than  the
Indemnitees,  including  any  employee  or  former  employee  of  Seller  or any
Affiliate of Seller (including any beneficiary or dependent thereof).

       7.14.  SPECIFIC  PERFORMANCE.  The parties hereby  acknowledge  and agree
that the failure of any Party to perform its agreements and covenants hereunder,
including  its failure to take all actions as are  necessary  on its part to the
consummation of the  transactions  contemplated  herein,  may cause  irreparable
injury to the other parties, for which damages, even if available, may not be an
adequate  remedy.  Accordingly,  each Party  hereby  consents to the issuance of
injunctive relief by any court of competent  jurisdiction to compel  performance
of such  Party's  obligations  and to the granting by any court of the remedy of
specific performance of its obligations hereunder.

                                       23
<PAGE>


       IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Technology
Purchase Agreement to be duly executed by their respective  authorized  officers
as of the day and year first above written.


                                    SELLERS:

                                    POSITRON CORPORATION,
                                    a Texas corporation


                                    By:      /s/ Gary H. Brooks
                                             -----------------------------------
                                    Name:    Gary H. Brooks
                                             -----------------------------------
                                    Title:   Chief Executive Officer
                                             -----------------------------------



                                    COMPANY:

                                    GENERAL ELECTRIC COMPANY,
                                    a New York corporation


                                    By:      /s/ Peter Y. Solmssen
                                             -----------------------------------
                                    Name:    Peter Y. Solmssen
                                             -----------------------------------
                                    Title:   Vice President
                                             -----------------------------------


                                       24