646407.05/LA          [0:00 AM] DRAFT
                                VOTING AGREEMENT


     This  Voting Agreement (the "Agreement") is made as of May 21, 2004, by and
                                  ---------
between  Positron  Corporation,  a Texas corporation (the "Company"), and IMAGIN
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Diagnostic  Centres,  Inc.,  an  Ontario,  Canada corporation ("Investor").  The
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Company's  Board  of  Directors  is  referred  to  herein  as  the  "Board."

                                R E C I T A L S :

     WHEREAS,  the  Company  and  Investor  have  entered into that certain Note
Purchase  Agreement  dated May 21, 2004, wherein the Investor agreed to purchase
and  the  Company  agreed  to  sell  Secured Convertible Promissory Notes in the
principal  amounts  of  $300,000  and  $400,000  the  "Initial  Notes"), and the
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obligation  of such parties to purchase the Secured Convertible Promissory Notes
is  conditioned  upon  the  parties  hereto  entering  into  this  Agreement;

     WHEREAS,  the  Company  and  Investor  have  entered into that certain Loan
Agreement  dated May 21, 2004 (the "Loan Agreement", wherein the Investor agreed
                                    --------------
to  provide  the  Company  with  advances  of  up to a total of $1,300,000 to be
evidenced  by convertible notes (the "Credit Notes," and referred to herein with
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the  Initial  Notes  collectively  as  the  "Notes");
                                             -----

     WHEREAS,  the  Notes  are convertible into shares of the Company's Series C
Preferred  Stock  and  Series  D  Preferred  Stock (collectively, the "Preferred
                                                                       ---------
Stock"), which in turn are convertible into shares of the Company's Common Stock
(the  "Common  Stock").
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     WHEREAS,  the  Common  Stock  has  general voting rights, but the Preferred
Stock  does  not.

     NOW,  THEREFORE,  in  consideration of the foregoing and certain other good
and  valuable  consideration,  the  receipt  and sufficiency of which are hereby
acknowledged,  the  Parties  agree  as  follows:

                               A G R E E M E N T :

     1.   Agreement to Vote.  Investor hereby agrees on behalf of itself and any
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direct transferee or assignee of any of such Investor's Common Stock (where such
transfer  or assignment was affected pursuant to a non-public sale not involving
a  national  exchange,  quotation system or over the counter bulletin board), to
hold  all  of  the  shares  of  Common  Stock  registered  in  its name (and any
securities of the Company issued with respect to, or in exchange or substitution
of the Common Stock, and any other voting securities of the Company subsequently
acquired  by  such  Investor)  (hereinafter  collectively  referred  to  as  the
"Investor  Shares")  subject  to, and to vote, either in person or by proxy, the
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Investor Shares at any regular or special meeting of stockholders (or by written
consent)  in  accordance  with,  the  provisions  of  this  Agreement.


<PAGE>
     2.   Election  of  Directors.
          -----------------------

          (a)  In  any  election  of  the  directors,  Investor  and  any direct
transferee  or  assignee  of any of such Investor Shares (where such transfer or
assignment  was  affected pursuant to a non-public sale not involving a national
exchange,  quotation  system  or  over  the  counter  bulletin  board  (each  a
"Transferee")  shall  each vote, either in person or by proxy, at any regular or
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special  meeting  of  stockholders  (or by written consent), all Investor Shares
then owned by them (or as to which they then have voting power) to elect a total
of  three  directors (the "Company Directors") designated by Gary Brooks, Sachio
                           -----------------
Okamura  and Mario Leite Silva (or whoever of such persons are then Directors on
the  Board).

          (b)  In the event that Investor or a Transferee shall fail to vote its
Investor  Shares  for  the  Company Directors in accordance with this Section 2,
such  party  shall  be deemed immediately upon the existence of such a breach to
have  granted  the  Secretary of the Company, a proxy to such Investor Shares to
ensure  that  such  shares  will be voted for the Company Directors.  Each party
acknowledges  that  each proxy granted hereby, including any successive proxy if
need  be,  is given to secure the performance of a duty and shall be irrevocable
until  the  duty  is  performed.

     3.   Removal  and  Vacancies.  Any  director  of the Company may be removed
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from  the  Board  in  the  manner  allowed  by law and the Company's Articles of
Incorporation  and Bylaws.  In the event of the removal, death or resignation of
any  director,  a replacement director may be elected to the Board in accordance
with Section 2 above and in the manner allowed by law and the Company's Articles
of  Incorporation  and Bylaws to fill the vacancy created by such removal, death
or  resignation.

     4.   Specific  Enforcement.  It  is  agreed  and  understood  that monetary
          ---------------------
damages  would  not  adequately  compensate the parties hereto for the breach of
this  Agreement  by  any  party,  that  this  Agreement  shall  be  specifically
enforceable, and that any breach or threatened breach of this Agreement shall be
the  proper subject of a temporary or permanent injunction or restraining order.
Further, each party hereto waives any claim or defense that there is an adequate
remedy  at  law  for  such  breach  or  threatened  breach.

     5.   Captions.  The  captions,  headings  and  arrangements  used  in  this
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Agreement  are  for  convenience only and do not in any way limit or amplify the
terms  and  provisions  hereof.

     6.   Notices.  Any  notice required or permitted by this Agreement shall be
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in  writing  and  shall  be  deemed  sufficient  upon  receipt,  when  delivered
personally  or by courier, overnight delivery service or confirmed facsimile, or
forty-eight  (48)  hours  after being deposited in the U.S. mail as certified or
registered  mail with postage prepaid (airmail if sent internationally), if such
notice  is  addressed  to  the  party  to be notified at such party's address or
facsimile  number  as  set  forth  below, or as subsequently modified by written
notice.

     7.   Manner of Voting.  The voting of shares pursuant to this Agreement may
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be  effected  in  person,  by  proxy, by written consent, or in any other manner
permitted  by  applicable  law.


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<PAGE>
     8.   Amendments  and  Waivers.  Any  term  of this Agreement may be amended
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with  the  written consent of the Company and Investor.  Any amendment or waiver
effected in accordance with this Section 8 shall be binding upon the parties and
their  respective  successors  and  assigns.

     9.   Stock  Splits,  Stock Dividends, etc.  In the event of any issuance of
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shares of the Company's voting securities hereafter to any of the parties hereto
(including,  without  limitation,  in  connection  with  any  stock split, stock
dividend,  recapitalization,  reorganization,  or  the  like), such shares shall
become  subject  to  this  Agreement.

     10.  Severability.  Whenever  possible,  each  provision  of this Agreement
          ------------
shall  be  interpreted  in  such  manner  as  to  be  effective  and valid under
applicable  law,  but  if  any  provision  of this Agreement shall be held to be
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  only  to  the  extent  of  such  prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

     11.  Binding  Effect.  This Agreement shall be binding upon the parties and
          ---------------
any  Transferee;  provided  that  any  Transferee  shall  execute and deliver an
Adoption Agreement substantially in the form attached hereto as Exhibit A.  Upon
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the  execution  and  delivery  of  an Adoption Agreement by any Transferee, such
transferee  shall  be  deemed  to  be  a  party  hereto  as if such transferee's
signature  appeared on the signature pages hereto.  By their execution hereof or
any  Adoption  Agreement, each of the parties hereto appoints the Company as its
attorney-in-fact  for  the purpose of executing any Adoption Agreement which may
be  required  to  be  delivered  hereunder.

     12.  Governing  Law.  This  Agreement shall be deemed a contract made under
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the  laws  of  Texas and together with the rights and obligations of the parties
hereunder,  shall  be  construed  under  and  governed  by  the  laws  of Texas,
regardless  of  any  laws  on  choice  of  law  or  conflicts  of  laws  of  any
jurisdiction.

     13.  Entire  Agreement.  This  Agreement,  and  the  documents  referred to
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herein  constitute the entire agreement between the parties hereto pertaining to
the  subject  matter  hereof,  and  any and all other written or oral agreements
existing between the parties hereto concerning such subject matter are expressly
canceled.

     14.  Counterparts.  This  Agreement  may  be  executed  in  two  or  more
          ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.


                       [SIGNATURE PAGES FOLLOW THIS PAGE.]


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<PAGE>
     IN  WITNESS  WHEREOF, the Parties have executed this Voting Agreement as of
the  date  first  above  written.


                              COMPANY:

                              POSITRON CORPORATION

                              By:  /s/ Gary H. Brooks
                                 -----------------------------------------------
                                   Name:  Gary H. Brooks
                                   Its:  President

                              Address:  1304 Langham Creek Drive #300
                                        Houston, Texas 77084
                                        Facsimile:  281-492-2961


                              INVESTOR:

                              IMAGIN DIAGNOSTIC CENTERS, INC.


                              By:  /s/ Cynthia R. Jordan
                                 -----------------------
                              Name: Cynthia R. Jordan
                              Its: Chief Executive Officer


                              Address:  1835 Yonge St., Suite 500
                                        Toronto, Ontario, Canada M4S 1XB


<PAGE>
                                    EXHIBIT A
                                    ---------

                               ADOPTION AGREEMENT
                               ------------------

          This  Adoption  Agreement  ("Adoption  Agreement")  is executed by the
                                       -------------------
undersigned  (the  "Transferee")  pursuant  to  the terms of that certain Voting
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Agreement  dated  as  of  May  21,  2004  (the  "Agreement")  between  Positron
Corporation, a Texas corporation (the "Company"), and IMAGIN Diagnostic Centres,
                                       -------
Inc.,  an  Ontario,  Canada corporation.  Capitalized terms used but not defined
herein  shall  have  the  respective  meanings  ascribed  to  such  terms in the
Agreement.  By  the  execution of this Adoption Agreement, the Transferee agrees
as  follows:

          (a)  Acknowledgment.  Transferee  acknowledges  that  Transferee  is
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acquiring  certain  shares  of  the  capital stock of the Company (the "Stock"),
subject  to  the  terms  and  conditions  of  the  Agreement.

          (b)  Agreement.  Transferee  (i)  agrees  that  the  Stock acquired by
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Transferee  shall  be  subject  to  the terms of the  Agreement, and (ii) hereby
agrees to be bound by and adopts the Agreement with the same force and effect as
if  Transferee  were  originally  a  party  thereto.

          (c)  Notice.  Any  notice required or permitted by the Agreement shall
               ------
be  given  to  Transferee  at  the  address listed beside Transferee's signature
below.

          EXECUTED AND DATED this _____ day of ____________, _____.

                              TRANSFEREE:

                                                       [Name of Transferee]
                              ------------------------


                              By:
                                   ----------------------------------------
                                   Name:
                                   Title:

                              Address:
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                                   Fax:
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Accepted and Agreed:

POSITRON CORPORATION


By:
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    Name:
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    Title:
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