STATEMENT OF DESIGNATION ESTABLISHING
                SERIES D PREFERRED STOCK OF POSITRON CORPORATION


To the Secretary of State of the State of Texas:

     Pursuant  to  the  provisions  of  Article  2.13  of  the  Texas  Business
Corporation Act, the undersigned corporation submits the following statement for
the  purpose  of establishing and designating a series of shares and determining
and  fixing  the  relative  rights  and  preferences  thereof:

     A.   The  name  of the corporation is Positron Corporation (the "Company").
                                                                      -------

     B.   The  following  resolution,  establishing  and designating a series of
shares  and  determining and filing the relative rights and preferences thereof,
was  duly  adopted  by  the  Board  of  Directors of the Company on May 4, 2004.

     RESOLVED,  that, pursuant to the authority vested in the Board of Directors
of  the  Company  by  its Articles of Incorporation, as amended, there hereby is
created,  out  of the 10,000,000 shares of preferred stock authorized in Article
Four  of its Articles of Incorporation, as amended, a series of 1,560,000 shares
of  Preferred  Stock,  par  value $1.00 per share, designated Series D Preferred
Stock  of  the  Company  (the  "Series D Preferred Stock"); and the designation,
                                ------------------------
amount  and  stated  value  of  such  series  of  Preferred Stock and the voting
powers/preferences,  and  relative,  participating,  optional  and other special
rights  of  the  shares  of  such Series, and the qualifications, limitations or
restrictions  thereon,  are  set  forth  as  follows:

     1.   Certain Definitions.  Unless the context otherwise requires, the terms
          -------------------
defined  in  this  Section  1  shall  have  the  meanings  herein  specified.

          "Closing  Price"  of  any  Common Stock on any day shall mean the last
reported  sale  price on such day in the case of The NASDAQ Stock Market, or, if
the  Common Stock is not quoted or admitted to trading on such quotation system,
the  closing  sale  price in the over-the-counter market on the day in question.

          "Indebtedness"  shall  mean, (i) all obligations for borrowed money or
with respect to deposits or advances of any kind, (ii) all obligations evidenced
by  bonds,  debentures, notes or similar instruments, (iii) all obligations upon
which  interest  charges  are  customarily  paid,  (iv)  all  obligations  under
conditional  sale  or  other  title  retention  agreements  relating to property
acquired by the Company, (v) all obligations in respect of the deferred purchase
price  of  property  or services (excluding current accounts payable incurred in
the ordinary course of business), (vi) all Indebtedness of others secured by (or
for  which  the holder of such Indebtedness has an existing right, contingent or
otherwise,  to  be  secured  by)  any  lien on property owned or acquired by the
Company, whether or not the Indebtedness secured thereby has been assumed, (vii)
all  guarantees of Indebtedness of others, (viii) all capital lease obligations,
(ix)  all  obligations, contingent or otherwise, in respect of letters of credit
and  letters  of  guaranty  and (x) all obligations, contingent or otherwise, in
respect  of  bankers'  acceptances.

          "Operating  Cash Flow" shall mean the sum of net income, depreciation,
change  in  accruals  and  change  in accounts payable, minus change in accounts
receivable,  minus  change  in  inventories.


<PAGE>
          "Trading  Day"  shall  mean  a  day  on which securities traded on the
national  securities  exchange  or  quotation  system or in the over-the-counter
market  used  to  determine  the  closing  price.

     2.   Designation  and  Number of Shares.  The designation of said series of
          ----------------------------------
preferred  stock  authorized  by  this  resolution  shall be "Series D Preferred
Stock"  (the  "Series  D  Preferred  Stock") which shall consist of a maximum of
               ---------------------------
1,560,000  shares  of  such Series D Preferred Stock, $1.00 par value per share,
which  shall  have  the  preferences,  rights,  qualifications, limitations, and
restrictions  set  forth  below.

     3.   Rank.  All  shares  of  the Series D Preferred Stock shall rank prior,
          ----
both  as  to  payment  of  dividends  and  as  to  distributions  of assets upon
liquidation  or  winding up of the Company, whether voluntary or involuntary, to
all  of  the  Company's now or hereafter issued common stock, par value $.01 per
share (the "Common Stock"), and to all of the Company's hereafter issued capital
            ------------
stock  ranking  junior to the Series D Preferred Stock, other than the Company's
Series  A  Preferred  Stock,  par value $1.00 per share (the "Series A Preferred
                                                              ------------------
Stock")  and  Series C Preferred Stock, par value $1.00 per share (the "Series C
-----                                                                   --------
Preferred  Stock"),  both  as  to payment of dividends and as to distribution of
----------------
assets  upon  liquidation,  dissolution  or  winding  up of the Company, whether
voluntary  or  involuntary,  when  and if issued (the Common Stock and any other
capital  stock,  other  than the Series A Preferred Stock and Series C Preferred
Stock,  being  herein  referred  to  as "Junior Stock").  The Series D Preferred
                                         ------------
Stock shall be junior both as to payment of dividends and as to distributions of
assets  upon  liquidation  or  winding  up  of the Company, whether voluntary or
involuntary,  to  the  Series  A  Preferred  Stock and Series C Preferred Stock.

     4.   Dividends.
          ---------

     (a)  The holders of shares of Series D Preferred Stock shall be entitled to
receive,  when,  as  and  if  declared by the Board of Directors of the Company,
cumulative dividends out of funds legally available therefor, at the annual rate
of  $0.06 per annum (the "Annual Dividend Rate").  Such dividends shall cumulate
                          --------------------
from  the date issued and be paid when, as and if declared, annually on May 21st
of  each  year  commencing on May 21, 2005 (each of such dates being a "Series D
                                                                        --------
Dividend  Payment Date" and each period between such dates or the date of issue,
----------------------
if earlier, being a "Series D Dividend Period") to the shareholders of record of
                     ------------------------
Series D Preferred Stock on the respective date, not exceeding 15 days preceding
such  Series  D Dividend Payment Date, as shall be fixed for this purpose by the
Board  of  Directors  of  the  Company  in advance of payment of each particular
dividend.  Dividend  payments  made with respect to shares of Series D Preferred
Stock  shall  be  made  in  cash;  provided  however, if the aggregate dividends
payable  on  all  outstanding  series  of  preferred stock plus all interest and
scheduled  principal  payable  on  Indebtedness for the Series D Dividend Period
exceeds  50%  of  the  Company's Operating Cash Flow for the twelve month period
ending on December 31st of the prior year ("50% of cash flow"), at the Company's
                                            ----------------
option, the dividends may be payable (i) in cash up to an aggregate amount equal
to  50%  of cash flow, and (ii) in fully paid and nonassessable shares of Common
Stock for the balance of such dividend payment.  For this purpose only the value
of  each  share  of  Common  Stock shall be the greater of (A) 60% of the market
price  of  the Common Stock (calculated in accordance with Section 6(d)) and (B)
$0.015  per  share,  and the issuance of such additional shares shall constitute
full  payment  of  such  dividend.  The  amount  determined under (A) and (B) is
hereinafter  referred to as the "Dividend Share Price."  The amount of dividends
payable  for  the  initial  dividend  period  and any period shorter than 1 year
Series  D  Dividend  Period  shall be computed on the basis of a 360-day year of
twelve  30-day  months.


                                      -2-
<PAGE>
     (b)  All  dividends paid in shares of Common Stock pursuant to subparagraph
(a)  shall  be  paid  pro rata to the holders entitled thereto.  Notwithstanding
Section  4(a)(ii) above, in lieu of issuing fractional shares of Common Stock in
connection  with  payment  of  a  dividend  for  a Series D Dividend Period, any
portion  of  such  dividend  which  would  otherwise result in distribution of a
fractional share of Common Stock shall be paid in cash in an amount equal to the
product  of  such  fraction  and the Dividend Share Price.  All shares of Common
Stock  which  may be issued as a dividend with respect to the Series D Preferred
Stock  will  thereupon  be  duly  authorized,  validly  issued,  fully  paid and
nonassessable.

     (c)  Holders  of  Series  D  Preferred  Stock  will  not be entitled to any
dividends,  whether  payable  in  cash, property or stock, in excess of the full
cumulative  dividends.  No interest or sum of money in lieu of interest shall be
payable  in  respect  of  any  accumulated  unpaid  dividends.

     (d)  No  dividends  or  other  distributions shall be declared, paid or set
apart  for  payment  on shares of Junior Stock or any other capital stock of the
Company  ranking  junior  as  to  dividends to the Series D Preferred Stock (the
Junior  Stock and any such other class or series of the Company's capital stock,
other  than  the  Series  A  Preferred Stock and Series C Preferred Stock, being
herein referred to as "Junior Dividend Stock"), unless full cumulative dividends
                       ---------------------
have  been,  or  contemporaneously  are, paid or declared and set apart for such
payment  on the Series D Preferred Stock for all dividend payment periods ending
on  or  before  the  payment  date  of  such dividends on Junior Dividend Stock.

     (e)  No payment on account of the purchase, redemption, retirement or other
acquisition  of  shares of Junior Dividend Stock or any other class or series of
the Company's capital stock ranking junior to the Series D Preferred Stock as to
distributions  of  assets  upon  liquidation,  dissolution  or winding up of the
Company,  whether voluntary or involuntary (the Junior Stock and any other class
or  series  of  the  Company's  capital  stock  ranking  junior  to the Series D
Preferred Stock as to such distributions other than the Series A Preferred Stock
and  Series  C  Preferred Stock, being herein referred to as "Junior Liquidation
                                                              ------------------
Stock")  shall  be  made  for any period unless and until all accrued and unpaid
-----
dividends  on  the  Series  D  Preferred  Stock for all dividend payment periods
ending  on  or  before  such  payment  for  such Junior Dividend Stock or Junior
Liquidation  Stock (as hereinafter defined) shall have been paid or declared and
set  apart  for  payment.

     (f)  No  dividends  or  other  distributions shall be declared, paid or set
apart  for  payment  on  shares  of any class or series of the Company's capital
stock  hereafter  issued ranking, as to dividends, on a parity with the Series D
Preferred  Stock  (any such class or series of the Company's capital stock being
herein  referred  to  as  "Parity  Dividend  Stock")  for any period unless full
                           -----------------------
cumulative  dividends  have been, or contemporaneously are, paid or declared and
set  apart  for  such  payment  on the Series D Preferred Stock for all dividend
payment periods ending on or before the payment date of such dividends on Parity
Dividend  Stock.  No  dividends  may  be paid on Parity Dividend Stock except on
dates  on  which  dividends  are  paid  on  the  Series  D Preferred Stock.  All
dividends  paid  or declared and set apart for payment on the Series D Preferred
Stock  and the Parity Dividend Stock shall be paid or declared and set apart for
payment  pro rata so that the amount of dividends paid or declared and set apart
for  payment  per  share on the Series D Preferred Stock and the Parity Dividend
Stock  on  any  date  shall  in all cases bear to each other the same ratio that
accrued  and  unpaid  dividends to the date of payment on the Series D Preferred
Stock  and  the  Parity  Dividend  Stock  bear  to  each  other.


                                      -3-
<PAGE>
     (g)  No payment on account of the purchase, redemption, retirement or other
acquisition  of  shares  of  Parity Dividend Stock or any class or series of the
Company's capital stock ranking on a parity with the Series D Preferred Stock as
to  distributions  of  assets upon liquidation, dissolution or winding up of the
Company,  whether  voluntary  or  involuntary  (any  such class or series of the
Company's  capital stock being herein referred to as "Parity Liquidation Stock")
                                                      ------------------------
shall  be  made,  and,  other  than  dividends  to  the  extent permitted by the
preceding  paragraph,  no distributions shall be declared, paid or set apart for
payment  on  shares of Parity Dividend Stock or Parity Liquidation Stock, unless
and  until  all accrued and unpaid dividends on the Series D Preferred Stock for
all  dividend  payment  periods  ending  on  or  before such payment for, or the
payment  date  of  such  distributions on, such Parity Dividend Stock or Parity,
Liquidation  Stock  shall  have been paid or declared and set apart for payment;
provided,  however,  that  the restrictions set forth in this sentence shall not
apply  to  the  purchase or other acquisition of Parity Dividend Stock or Parity
Liquidation  Stock  either (A) pursuant to any employee or director incentive or
benefit  plan  or arrangement (including any employment, severance or consulting
agreement)  of the Company or any subsidiary of the Company hereafter adopted or
(B)  in  exchange  solely  for  Junior  Stock.

     (h)  Any  reference to "distribution" contained in this Section 4 shall not
be  deemed  to include any distribution made in connection with any liquidation,
dissolution  or  winding  up  of  the Company, whether voluntary or involuntary.

     5.   Liquidation  Preference.
          -----------------------

     (a)  In  the  event  of  any  liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, before any payment or distribution of
the  assets  of  the  Company  shall  be made to or set apart for the holders of
Parity  Liquidation Stock, the holders of Series A Preferred Stock then Series C
Preferred  Stock  shall  be paid all amounts that such holders are entitled with
respect  to the liquidation and dissolution of the Company.  In the event of any
liquidation,  dissolution  or  winding  up  of the Company, whether voluntary or
involuntary,  before  any  payments or distribution of the assets of the Company
shall  be  made  to or set apart for the holders of Junior Stock, the holders of
the  Series  D  Preferred  Stock  shall  be  entitled  to receive in immediately
available  funds  the sum of $1.00 per share, plus all dividends (whether or not
authorized) accumulated and unpaid without interest thereon to the date of final
distribution  to  such  holders (the "Liquidation Preference"); but such holders
                                      ----------------------
shall  not  be  entitled  to  any  further  payment.  If,  upon any liquidation,
dissolution or winding up of the Company, the assets of the Company, or proceeds
thereof,  distributable  among the holders of the Series D Preferred Stock shall
be  insufficient  to  pay  in  full  the  Liquidation Preference and liquidating
payments on any other shares of any class or series of Parity Liquidation Stock,
then  such  assets,  or  the  proceeds  thereof,  shall be distributed among the
holders  of Series D Preferred Stock and any such other Parity Liquidation Stock
ratably  in accordance with the respective amounts that would be payable on such
shares  of  Series  D  Preferred  Stock  and  any  such  other  shares of Parity
Liquidation  Stock  if  all  amounts  payable  thereon  were  paid  in  full.

     (b)  Subject  to  the rights of the holders of shares of Parity Liquidation
Stock, after payment shall have been made in full to the holders of the Series D
Preferred  Stock,  as  provided  in this Section 5, any other series or class or
classes  of  Junior  Stock shall, subject to the respective terms and provisions
(if  any)  applying thereto, be entitled to receive any and all assets remaining
to be paid or distributed, and the holders of the Series D Preferred Stock shall
not  be  entitled  to  share  therein.


                                      -4-
<PAGE>
     (c)  For  purposes  of  this  Section 5, neither the voluntary sale, lease,
conveyance,  exchange,  or  transfer  (for cash, shares of stock, securities, or
other  consideration)  of  all or substantially all of the property or assets of
the  Company, nor the consolidation or merger of the Company with or into one or
more  other  corporations,  shall be deemed to be a liquidation, dissolution, or
winding  up  of  the  affairs of the Company, unless such voluntary sale, lease,
conveyance,  exchange,  or  transfer  shall  be  in  connection  with  a plan of
liquidation,  dissolution,  or  winding  up  of  the  affairs  of  the  Company.

     6.   Conversion.
          ----------

     (a)  Right  of  Conversion.  After  the  initial  issuance  of the Series D
          ---------------------
Preferred  Stock  each share of Series D Preferred Stock shall be convertible at
the  option of the holder thereof, at any time prior to the close of business on
the  fifth business day prior to the date fixed for redemption of such shares as
herein  provided,  into  such  number  of fully paid and nonassessable shares of
Common  Stock  as  is  determined  by  dividing  $1.00  by the conversion price,
determined  as hereinafter provided, in effect at the time of conversion for the
Common  Stock  and  then  multiplying  such  quotient  by each share of Series D
Preferred  Stock  to  be  converted.  For  purposes  of  this  resolution,  the
"Conversion Price" applicable per share of Common Stock shall initially be equal
to  $0.025  and  shall  be  adjusted  from  time  to time in accordance with the
provisions  of  this  Section  6.

     (b)  Conversion  Procedures.  Any  holder  of  shares of Series D Preferred
          ----------------------
Stock  desiring  to  convert  such  shares into Common Stock shall surrender the
certificate  or  certificates evidencing such shares of Series D Preferred Stock
at  the  office  of  the  transfer agent for the Series D Preferred Stock, which
certificate  or  certificates,  if  the  Company shall so require, shall be duly
endorsed  to  the  Company  or in blank, or accompanied by proper instruments of
transfer  to  the Company or in blank, accompanied by irrevocable written notice
to  the  Company  that  the  holder elects so to convert such shares of Series D
Preferred  Stock and specifying the name or names (with address or addresses) in
which  a certificate or certificates evidencing shares of Common Stock are to be
issued.

          Subject  to Section 6(c) hereof, no payments or adjustments in respect
of  accumulated  and  unpaid  dividends  on  shares  of Series D Preferred Stock
surrendered  for  conversion  or  on account of any dividend on the Common Stock
issued upon conversion shall be made upon the conversion of any shares of Series
D  Preferred Stock; provided, however, that to the extent the Board of Directors
of  the  Company  have  declared  prior to the date of conversion payment of any
accumulated  and unpaid dividends on shares of Series D Preferred Stock a holder
of  Series  D  Preferred  Stock  shall retain the right to receive such declared
dividends  notwithstanding  the  conversion  of any shares of Series D Preferred
Stock.

     The  Company  shall,  as  soon  as  practicable  after  such  deposit  of
certificates  evidencing  share  of  Series D Preferred Stock accompanied by the
written  notice  and  compliance  with  any  other  conditions herein contained,
deliver  at  such  office of such transfer agent to the person for whose account
such  shares  of Series D Preferred Stock were so surrendered, or to the nominee
or nominees of such person, certificates evidencing the number of full shares of
Common  Stock to which such person shall be entitled as aforesaid, together with
a  cash  adjustment  in  respect  of  any fraction of a share of Common Stock as
provided  in  Section 6(d). Such conversion shall be deemed to have been made as
of  the  date of such notice, compliance and surrender of the shares of Series D
Preferred  Stock  to be converted, and the person or persons entitled to receive
the  Common  Stock  deliverable  upon  conversion  of  such  Series  D


                                      -5-
<PAGE>
Preferred  Stock  shall  be  treated  for  all  purposes as the record holder or
holders  of  such  Common  Stock  on  such  date.

     (c)  Adjustment of Conversion Price.  The conversion price at which a share
          ------------------------------
of Series D Preferred Stock is convertible into Common Stock shall be subject to
adjustment  from  time  to  time  as  follows:

          (i)    Stock  Dividends,  Subdivisions,  Reclassifications  or
                 -------------------------------------------------------
Combinations.  If  this  Corporation  shall after the date of the filing of this
------------
Statement  of  Designation:

                 (1)  declare  a  dividend  or make a distribution on its Common
Stock  in  shares  of  its  Common  Stock,

                 (2)  subdivide  or  reclassify the outstanding shares of Common
Stock  into  a  greater  number  of  shares,  or

                 (3)  combine  or reclassify the outstanding Common Stock into a
smaller  number  of  shares,

the conversion price at which a share of Series D Preferred Stock is convertible
into  Common Stock in effect at the time of the record date for such dividend or
distribution  or  the  effective  date  of  such  subdivision,  combination  or
reclassification  shall  be  proportionately  adjusted so that the holder of any
shares  of  Series  D Preferred Stock surrendered for conversion after such date
shall  be  entitled  to  receive  the number of shares of Common Stock that such
holder  would  have  owned  or  been  entitled  to  receive had such shares been
converted  immediately  prior  to  such  date.  Successive  adjustments  in  the
conversion  price  for  the  Series D Preferred Stock shall be made whenever any
events  specified  above  shall  occur.

          (ii)   Adjustment  for  Recapitalization,  Reclassification  or
                 --------------------------------------------------------
Substitution.  If  Common  Stock  issuable  upon the conversion of shares of the
------------
outstanding  Series  D  Preferred  Stock is changed into the same or a different
number  of shares of any class or classes of stock, whether by recapitalization,
reclassification or otherwise (other than a subdivision or combination of shares
or stock dividend otherwise provided for in this Section 6(c)), then and in such
event  each holder of shares of Preferred Stock shall have the right thereafter,
upon  conversion,  to  receive the kind and amount of stock and other securities
and  property  receivable  upon such reorganization or other change in an amount
equal  to  the  amount  that  such  holder  would  have  been entitled to had it
immediately  prior  to  such  recapitalization, reclassification or other change
converted  such  shares,  but  only  to  the  extent  such  shares  are actually
converted,  all  subject  to  further adjustments provided herein.  As a part of
such recapitalization, reclassification or substitution, provision shall be made
by  the Company so that such holder shall thereafter be entitled to receive such
stock,  securities  and  property.

          (iii)  Certificate  of  Adjustment.  In  any  case of an adjustment or
                 ---------------------------
readjustment  of  the  conversion  price for the Series D Preferred Stock or the
number  of  shares of Common Stock or other securities issuable upon conversion,
the Company shall promptly compute such adjustment or readjustment in accordance
with  the  provisions  hereof  and  its  chief financial officer shall prepare a
certificate  showing  such  adjustment  or  readjustment,  and  shall  mail such
certificate, by first class mail, postage prepaid, to the holder at the holder's
address  as  shown  in the Company's books. The certificate shall set forth such
adjustment  or  readjustment,  showing  in  detail  the  facts  upon  which such
adjustment  or  readjustment  is  based,  including  a  statement  of:


                                      -6-
<PAGE>
               (1)  such  adjustments  and  readjustments,

               (2)  the  conversion  price for the Series D Preferred Stock then
in  effect,  and

               (3)  the  type and amount, if any, of other property which at the
time  would  be  received  upon  conversion  of  such  shares.

     (d)  Fractional  Shares.  No  fractional  shares  of  Common Stock shall be
          ------------------
issued  upon  conversion  of  the outstanding Series D Preferred Stock.  If more
than  one  share of Series D Preferred Stock shall be surrendered for conversion
at  any  one  time by the same holder, the number of full shares of Common Stock
issuable upon conversion thereof shall be computed on the basis of the aggregate
number  of  shares  of  Preferred  Stock  so  surrendered.  Any  portion  of the
outstanding  Series  D  Preferred  Stock  surrendered for conversion which would
otherwise  result  in  a  fractional share of Common Stock shall be redeemed for
cash  in  an  amount equal to the product of such fraction multiplied the market
price  per  share of Common Stock (as determined by the Board of Directors or in
any  manner  prescribed  by the Board of Directors, which, so long as the Common
Stock  is quoted on The NASDAQ Stock Market, shall be the closing price for such
stock  (or the average of the reported closing bid and asked prices, if no sales
were  reported  that  day)  as  quoted on such exchange or system on the date of
determination,  as reported in the Wall Street Journal, or so long as the Common
Stock  is traded on the over-the-counter market, shall be the closing sale price
as reported by such system at the close of business on the day of conversion (or
the  average  of  the  reported  closing  bid and asked prices, if no sales were
reported  that  day)).

     (e)  Reservation  of  Shares;  Etc.  The Company shall at all times reserve
          -----------------------------
and  keep  available,  free  from  preemptive  rights  out of its authorized and
unissued stock, solely for the purpose of effecting the conversion of the Series
D  Preferred Stock, such number of shares of its Common Stock as shall from time
to  time  be  sufficient  to  effect  the  conversion  of all shares of Series D
Preferred  Stock  from  time  to  time outstanding.  If at any relevant time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to  effect  the  conversion  of  all  the  then  outstanding  shares of Series D
Preferred  Stock,  the Company will use its reasonable efforts to forthwith take
such  corporate  action  as  may  be  necessary  to  increase its authorized but
unissued  shares  of  Common  Stock  for issuance on conversion of such Series D
Preferred  Stock  to  such  number  of  shares  as  shall be sufficient for such
purposes.  In the event the Company does not have, after taking into account all
shares  reserved  for outstanding warrants, options other securities convertible
into Common Stock, sufficient authorized but unissued shares of Common Stock, to
allow  for  conversion of some or all of its shares of Series D Preferred Stock,
the  holders of such shares of Series D Preferred Stock shall not be entitled to
convert  such  shares  to  Common  Stock  until  such  time  as  the Company has
sufficient  authorized  but  unissued  shares  of  Common  Stock  to  allow  for
conversion.

     (f)  Prior  Notice  of  Certain  Events.  In  case:
          ----------------------------------

          (i)    the  Company  shall  (1)  declare  any  dividend  (or any other
distribution)  on  its Common Stock, other than (A) a dividend payable in shares
of  Common  Stock or (B) a dividend payable in cash out of its retained earnings
other  than  any  special or nonrecurring or other extraordinary dividend or (2)
declare  or  authorize a redemption or repurchase of the then-outstanding shares
of  Common  Stock;  or


                                      -7-
<PAGE>
          (ii)   the  Company  shall  authorize  the  granting to all holders of
Common  Stock  of  rights or warrants to subscribe for or purchase any shares of
stock  of  any  class  or  series  or  of  any  other  rights,  or  warrants; or

          (iii)  of  any  reclassification  of  Common  Stock  (other  than  a
subdivision  or  combination of the outstanding Common Stock, or a change in par
value, or from par value to no par value; or from no par value to par value), or
of  any  consolidation  or  merger to which the Company is a party and for which
approval of any stockholders of the Company shall be required, or of the sale or
transfer  of  all  or  substantially  all of the assets of the Company or of any
compulsory  share  exchange  whereby  the  Common  Stock is converted into other
securities,  cash  or  other  property;  or

          (iv)   of  the  voluntary  or  involuntary dissolution, liquidation or
winding  up  of  the  Company;

then the Company shall cause to be mailed to the holders of record of the Series
D  Preferred  Stock, at their last addresses as they shall appear upon the stock
transfer  books  of the Company, at least fifteen days prior to the later of the
applicable  record or effective date hereinafter specified, a notice stating (x)
the  date  on  which  a  record  (if any) is to be taken for the purpose of such
dividend,  distribution,  redemption,  repurchase,  rights  or warrants or, if a
record  is  not to be taken, the date as of which the holders of Common Stock of
record  to  be  entitled  to  such dividend, distribution, redemption, rights or
warrants  are  to  be determined or (y) the date on which such reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or  winding  up  is expected to become effective, and the date as of which it is
expected  that  holders  of Common Stock of record shall be entitled to exchange
their  shares of Common Stock for securities, cash or other property deliverable
upon  such  reclassification,  consolidation,  merger,  sale,  transfer,  share
exchange,  dissolution,  liquidation  or winding up (but no failure to mail such
notice or any defect therein or in the mailing thereof shall affect the validity
of  the  corporate  action  required  to  be  specified  in  such  notice).

     7.   Redemption.
          ----------

     (a)  Optional  Redemption.  The  shares  of Series D Preferred Stock may be
          --------------------
redeemed  at  the  option  of  the  Company,  to the extent it has funds legally
available  for such redemption, at any time, in whole or in part at a redemption
price  per  share,  payable  in cash, equal to $1.00 plus an amount equal to all
accumulated  and  unpaid  cash  dividends thereon to the date of such redemption
(the  "Redemption  Price"),  whether  or  not  declared.
       -----------------

     In  the  case of redemption of less than all of the then outstanding shares
of  Series D Preferred Stock, the Company shall effect such redemption pro rata.
Notwithstanding the foregoing, the Company shall not redeem less than all of the
shares  of  the  Series  D  Preferred  Stock  at  any time outstanding until all
dividends accumulated and in arrears upon all shares of Series D Preferred Stock
then outstanding for all dividend periods ending prior to the date of redemption
been  paid.

     (b)  Redemption  Procedure.  With  respect  to  any redemption of shares of
          ---------------------
Series  D Preferred Stock provided for in this Section 7, a notice of redemption
of  shares  of Series D Preferred Stock (the "Redemption Notice") shall be given
                                              -----------------
by  first-class mail, postage prepaid, mailed at least 30 calendar days prior to
the specified redemption date to each holder of the shares of Series D Preferred
Stock  to  be  redeemed,  at  such  holder's  address as the same appears


                                      -8-
<PAGE>
on the register of the Company for the Series D Preferred Stock. Each Redemption
Notice  shall state and include (i) the Redemption Date, (ii) a statement either
(A)  that  all  of  the  holder's  shares  of Series D Preferred Stock are being
redeemed  or (B) the number of such shares to be redeemed from the holder (which
number will be calculated based on the holder's pro rata ownership percentage of
then outstanding shares of Series D Preferred Stock), (iii) the Redemption Price
per  share,  and (iv) the place or places where certificates for such shares are
to  be  surrendered  for  payment  of  the  Redemption  Price.

     (c)  Any  Redemption  Notice  that  is  mailed  as herein provided shall be
conclusively  presumed to have been duly given, whether or not the holder of the
shares  of  Series  D  Preferred Stock receives such notice; and failure to give
such  notice by mail, or any defect in such notice, to the holders of any shares
designated  for  redemption shall not affect the validity of the proceedings for
the  redemption  of  any  other  shares  of  Series  D  Preferred  Stock.

     (d)  On  or  after  the Redemption Date as stated in the Redemption Notice,
the  holders  of  shares  of Series D Preferred Stock which have been called for
redemption  shall surrender certificates representing such shares to the Company
at  its  principal  place  of  business or as otherwise stated in the Redemption
Notice,  and  thereupon the redemption price of such shares shall be paid by the
Company  in  the  manner  specified in the Redemption Notice to the person whose
name  appears on such certificate or certificates as the owner thereof.  If less
than  all  the  shares  represented  by  any  such  surrendered  certificate are
redeemed,  a new certificate shall be issued representing the unredeemed shares.
In  lieu  of  issuing  any  fractional interest in a share of Series D Preferred
Stock  that  would otherwise be deliverable upon the redemption of less than all
shares  of Series D Preferred Stock, the Company shall pay to the holder of such
share  an  amount  in  cash  based  upon  $1.00  plus  accumulated  dividends.

     (e)  Notice  having  been  given  as  aforesaid,  if, on the date fixed for
redemption,  funds  necessary for the redemption shall be available therefor and
shall  have  been  deposited  with  a  bank  or  trust  company with irrevocable
instructions  and  authority  to  pay the Redemption Price to the holders of the
Series  D  Preferred  Stock,  then,  notwithstanding  that  the  certificates
representing  any  shares  so  called  for  redemption  shall  not  have  been
surrendered,  dividends  with  respect  to  the  shares so called shall cease to
accumulate  after  the date fixed for redemption, such shares shall no longer be
deemed  outstanding,  the  holders thereof shall cease to be stockholders of the
Company,  and  all  rights  whatsoever  with respect to the shares so called for
redemption  (except  the  right  of  the holders to receive the Redemption Price
without interest upon surrender of their certificates therefor) shall terminate.
If funds legally available for such purpose are not sufficient for redemption of
the  Series  D  Preferred  Stock which were to be redeemed, then Section 8 shall
apply  and the certificates representing shares not redeemed pursuant to Section
8  shall  be deemed not to be surrendered, such shares shall remain outstanding,
the  right  of  the  holder  to receive payment of the Redemption Price for such
shares  shall  terminate,  and  the right of holders of Series D Preferred Stock
thereafter shall continue to be only those of a holder of shares of the Series D
Preferred  Stock.

     8.   Partial  Payments.  Upon  an optional redemption by the Company, if at
          -----------------
any  time  the  Company  does not pay amounts sufficient to redeem all shares of
Series  D  Preferred  Stock,  then such funds which are paid shall be applied to
redeem  such  shares  of  Series  D  Preferred  Stock  pro  rata.

     9.   Shares  to  Be  Retired.  All shares of Series D Preferred Stock which
          -----------------------
shall  have  been  issued  and  reacquired in any manner by the Company shall be
restored  to  the status of


                                      -9-
<PAGE>
authorized  but  unissued  shares  of  preferred  stock  of the Company, without
designation  as  to  class  or  series.

     10.  Voting  Rights.
          --------------

     (a)  Subject to Section 10(b) below, the shares of Series D Preferred Stock
shall  not  entitle  the  holder thereof to voting rights.  The shares of Common
Stock issuable upon conversion of the Series D Preferred Stock shall entitle the
holder  thereof to all voting rights provided to the Common Stock generally as a
class  under  the  Company's  articles  of  incorporation  or  by  law.

     (b)  Notwithstanding  the  foregoing,  so  long  as  any shares of Series D
Preferred  Stock are outstanding, the affirmative vote of at least a majority of
the  votes  entitled  to  be cast by the holders of the Series D Preferred Stock
(each  such  share being entitled to one vote), voting separately as a class, at
the  time  outstanding, given in person or by proxy, either in writing without a
meeting  or by vote at any meeting called for the purpose shall be necessary for
effecting  or  validating:

          (i)    Any amendment, alteration or repeal of any of the provisions of
the  articles  of  incorporation  or  bylaws of the Company or this Statement of
Designation that adversely affects the voting powers (as limited herein to those
provided by Section 10(b)(i)-(iii)), rights or preferences of the holders of the
Series  D  Preferred  Stock;  provided,  however,  that  the  amendment  of  the
                              --------   -------
provisions of the articles of incorporation of the Company so as to authorize or
create  or  to  increase the authorized amount of any Parity Stock or any Junior
Stock,  (a) shall not be deemed to adversely affect the voting powers, rights or
preferences  of the holders of Series D Preferred Stock and (b) shall not in any
case  require  a  separate  vote  of the holders of Series D Preferred Stock; or

          (ii)   A  share  exchange that affects the Series D Preferred Stock, a
consolidation  with  or  merger  of  the  Corporation  into another entity, or a
consolidation  with  or  merger  of  another entity into the Corporation, or the
voluntary  sale,  lease,  conveyance, exchange, or transfer (for cash, shares of
stock,  securities,  or  other consideration) of all or substantially all of the
property  or  assets  of  the  Company;  or

          (iii)  The authorization or creation of any shares of any class of any
security convertible into shares of any class ranking prior to or on parity with
the  Series  D Preferred Stock in the distribution of assets on any liquidation,
dissolution  or  winding  up  of  the  Company  or  in the payment of dividends;

provided,  however, that no such vote of the holders of Series D Preferred Stock
--------   -------
shall be required if, at or prior to the time when such amendment, alteration or
repeal is to take effect, or when the issuance of any such shares or convertible
security is to be made, as the case may be, provision is made for the redemption
of  all shares of Series D Preferred Stock at the time outstanding in accordance
with  the  terms  hereof.


                                      -10-
<PAGE>
     FURTHER  RESOLVED,  that the form, terms and provisions of the Statement of
Designation  Establishing  the Series D Preferred Stock of Positron Corporation,
in  the form reviewed by the directors together with such changes therein as may
be  approved  by  the  Chairman,  President, or any Vice President executing and
filing  with the Secretary of State of the State of Texas such Designation, such
approval  to be conclusively evidenced by the execution thereof by such officer,
be  and  the  same  hereby  is  in  all  respects  approved and adopted, and the
Chairman,  President  or any Vice President of this Company be, and each of them
acting individually, is hereby authorized to execute and file with the Secretary
of  State of the State of Texas, in the name and on behalf of this Company, such
Statement  of  Designation;

                                        POSITRON CORPORATION


Dated:  May 21, 2004                    By:  /s/ Gary H. Brooks
                                           -------------------------------------
                                             Gary H. Brooks
                                             President


                                      -11-
<PAGE>