Positron Corporation                                    Quotation Number: 040527
--------------------------------------------------------------------------------

[POSITRON LOGO]

================================================================================
|                                   QUOTATION                                  |
================================================================================

          Customer:  Imagin Diagnostic Centres, Inc.
                     1835 Yonge Street, Suite 500
                     Toronto, On. M4S 1XS Canada

              Attn:  Patrick Rooney, Managing Director of Corporate Development

Positron  Corporation is pleased to submit the following quotation and offers to
sell  the  products  described herein at the prices and terms stated, subject to
your  acceptance  of the terms and conditions on the face and reverse hereof and
the  agreement  between Positron Corporation and Imagin Diagnostic Centres, Inc.


This quotation is valid for fifteen (15) days from May 21, 2004.


CATALOG NO.  DESCRIPTION                                   QTY       PRICE/EA
--------------------------------------------------------------------------------

 712-100051  POSITRON HZL/MPOWER PET SYSTEM                 10      $1,300,000
             Installation and Calibration               (included)
             Customer Training                          (included)
             12 Month Warranty and Service              (included)
             Workstation Console Desk Table and Chair   (included)

 712-000010  List Mode Option II - 512 MB Memory        (included)

 201-000070  Flat Screen Monitor (Control Workstation)  (included)

 201-000095  Remote Physicians View Station - two (2)   (included)
             each with Flat Screen Monitors

 201-000026  4mm DAT Tape Drive                         (included)

                                          --------------------------------------
                                          |  TOTAL PRICE          $13,000,000  |
                                          --------------------------------------


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Positron Corporation             Confidential Material              Page 1 of 18
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Positron Corporation                                    Quotation Number: 040527
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PAYMENT TERMS:
--------------

40%  upon receipt of purchase order

50%  upon notification of ready to ship

10%  upon acceptance or first clinical use, whichever occurs first


NOTES:
-----

This is the standard system utilizing BGO crystals.

F.O.B. Positron Corporation, Houston, Texas.

Any and all taxes and duties are excluded.

Positron service engineers will train to perform standard maintenance.

Service will be provided during the twelve (12) month warranty by Positron.
Warranty to start upon the acceptance of the system for clinical use or first
patient, whichever is first.

The Software Licensing agreement is effective upon delivery of scanner.

Orders to begin by January 31, 2005, or earlier, subject to receipt of down
payment.

Should orders be delayed due to failure of Positron to get government approvals,
Imagin and Positron agree to the partial down payment schedule as described in
attachment #A.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
<S>                                              <C>
CUSTOMER ACCEPTANCE, AS QUOTED:                  POSITRON CORPORATION

THIS QUOTATION IS SUBJECT TO ALL PROVISIONS AND
CONDITIONS CONTAINED HEREIN.


-----------------------------------------------
       Customer Requested Delivery Date

                                                                   Gary Brooks
-----------------------------------------------  -----------------------------------------------
             Type or Print Name                                 Type or Print Name

BY:
-----------------------------------------------  -----------------------------------------------
            Authorized Signature                               Authorized Signature

                                                                  Chairman & CEO
-----------------------------------------------  -----------------------------------------------
                   Title                                              Title
------------------------------------------------------------------------------------------------
</TABLE>


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Positron Corporation             Confidential Material              Page 2 of 18
<PAGE>
Positron Corporation                                    Quotation Number: 040527
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--------------------------------------------------------------------------------
|                              PRODUCT DESCRIPTION                             |
--------------------------------------------------------------------------------


MPOWER  SYSTEM  OVERVIEW
------------------------

The  Positron mPower system is a state-of-the-art PET scanner that provides fast
quantitative  measurements optimized for volumetric clinical studies, capable of
whole  body  acquisition with high-resolution image quality.  The mPower scanner
allows imaging for all available PET tracers with high throughput, easy operator
interaction,  as  well  as  safe  and  reliable  operation.

The  mPower  scanner  is  a flexible integrated package consisting of components
required  for  the  acquisition,  processing,  visualization, and storage of PET
data.  The  detection  system is a unique design with high detection efficiency,
high  spatial  resolution,  and appropriate sampling. The mPower system produces
digitally reconstructed cross-sectional images of isotope activity concentration
with  accurate  corrections  for  physical  factors.

Patient  positioning  is  accomplished  using gantry control and monitor panels,
which the operator may access from either side of the bed.  Alignment lasers may
be  used  for  accurate  setup  and repositioning of the patient within the FOV.
Computer  controlled  bed  movement  allows  accurate positioning for whole body
scans.

The  automated workflow manager allows the operator to easily setup, modify, and
run  clinical  protocols,  and  is controlled by the operator workstation.  Data
visualization,  image  analysis tools, data archiving, printing and other system
applications  are  accessible  from  the  operator workstation and from optional
remote  view  stations.

Real-time gated and dynamic modes allow processing for Oncology, Cardiology, and
Neurology  applications.  Additional  features  include  3D  Rotation  Maximum
Intensity  Projection  (MIP)  of wholebody images, exporting DICOM image sets to
most  PACS systems and has been validated with several Data Fusion and Radiation
Treatment  software  packages.

LOW  PROFILE  GANTRY  AND  PATIENT  BED
---------------------------------------

     -    53.4 cm diameter patient opening
     -    Laser positioning reference guides, top and both sides
     -    Digital display for patient axial position
     -    Computer controlled axial bed positioning
     -    Digital display for count rate
     -    Digital display for acquisition time
     -    Retractable septa

DETECTION  SYSTEM
-----------------

     -    32 rings of BGO crystals
     -    Staggered, overlapping (patented) detector design
     -    Crystal dimensions 8.5 x 9.8 x 30 mm
     -    4,096 crystals with 1024 PMTs giving a 4:1 ratio for rapid encoding
     -    61 slice generation with 2.6 mm separation
     -    16.6 cm axial field of view
     -    280K counts/sec/microCi/cc sensitivity typical
     -    1.3M counts/sec/microCi/cc sensitivity with septa retracted
     -    5.5 mm in plane resolution, 5.8 mm axial resolution with 1 mm binning
     -    78 cm ring diameter
     -    5 msec temporal resolution
     -    5 nsec FWHM coincidence resolving time with 12 nsec window


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Positron Corporation                                    Quotation Number: 040527
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DATA  ACQUISITION  SYSTEM
-------------------------

     -    Realtime Operating System with high-performance processor
     -    64-Bit VME bus plus 2 dedicated VSB busses
     -    PDAS control and monitoring software
     -    Realtime binning rate of 1.6 million events/sec
     -    64 MB sinogram & singles memory (Optionally expandable)
     -    Static, real-time dynamic, real-time gated acquisition modes
     -    16M Event (64 MByte) data delay memory / List Mode Memory

TRANSMISSION  SYSTEM  WITH  ROTATING  FAN  BEAM  WINDOW
-------------------------------------------------------

     -    Enables transmission scan with realtime randoms and scatter correction
     -    Automated source insertion and removal into/from fully shielded
          storage
     -    Employs sealed 68Ge rod sources (customer supplied) for attenuation
          corrections
     -    Significantly reduced attenuation acquisition time
     -    Improved uniformity of attenuation correction
     -    Reduced patient and operator exposure
     -    Source exposed warning indicator light

COMMUNICATIONS
--------------

     -    High speed modem (v32)
     -    Fast ethernet switch (TCP/IP)
     -    DICOM v3.0 Support with connectivity to most PACS systems

IMAGE  WORKSTATION  /  OPERATOR  CONSOLE
----------------------------------------

     -    21" color monitor
     -    SUN Ultra 2 with 2 x 400 MHz UltraSPARC II processors
     -    2 GB memory, minimum
     -    Mirrored 36 GB hard disk storage, minimum
     -    Keyboard with mouse
     -    100 M Bit Ethernet network interface
     -    Software application packages and diagnostic tool kits
     -    DVD-R/RW & CD-R/RW combo optical backup device with 4 GB storage,
          typical

WORKFLOW  MANAGEMENT  SOFTWARE
------------------------------

     -    Workflow manager with easy to use windows interface
     -    Automated protocols for data acquisition and reconstruction
     -    User definable protocols with built-in protocol editors
     -    Multiple custom image processing and display options as standard
     -    Multiple utilities for expanded system flexibility

3D  WHOLEBODY  ROTATION
-----------------------

-    Full 3D, Maximum Intensity Project (MIP) rotation of wholebody image sets

GENERAL  IMAGING  SOFTWARE
--------------------------

All  interactions  with image data are conducted via a control panel on the same
screen  as  the  displayed images, eliminating the need to switch back and forth
between  screens.  A  general-purpose  display  utility,  VIEW,  is available to
display  images  and  sinograms.

     -    Display of single and multiple images from one or more studies
     -    Display magnification of a selected region of the image
     -    Display of coronal, sagittal, and projection images from volume data
          sets


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Positron Corporation                                    Quotation Number: 040527
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     -    Statistical 2D ROI package for time activity curve generation
          Interactive threshold and window/level adjustments
     -    Scaling functions include linear, exponential, logarithmic and gamma
     -    User selectable color table
     -    Cine display of multiple static, static gated or dynamic frames
     -    Display of scale bar and quantitative information
     -    Flexible image annotation
     -    Rotation of images in three axes in real time

ONCOLOGY  IMAGING  SOFTWARE
---------------------------

-    FDG Uptake
-    Validated with Data Fusion packages such as Hermes and Mirada
-    Works with Radiation Treatment packages such as RAHD, GE, and Philips

The  oncology  software  supports  a variety of clinical applications, including
differentiation  of  recurrent  tumor  from  necrotic  tissue.  Images  can  be

Features:
     -    Full MIP rotation of wholebody image sets
     -    Saggital, coronal, and transverse displays
     -    Mean and maximum intensity projection image displays
     -    Regional quantitative analysis
     -    Export of re-sliced images to research analysis software packages
     -    Cine display of transaxial images

CARDIAC  IMAGING  SOFTWARE
--------------------------

     -    RAU (Rubidium Absolute Uptake)

Clinically  validated  cardiac  software  that  enables  the  doctor  to  assess
myocardial  perfusion  of  all  regions of the left ventricle of the heart using
Rubidium82  chloride  produced  by  an  approved  generator.

Features:
     -    Full  3-dimensional  image  reorientation
     -    Side by side rest and stress image comparisons
     -    Horizontal long axis, vertical long axis and short axis displays
     -    Polar maps (bullseyes) for rest and stress acquisitions
     -    Regional quantitative analysis
     -    Absolute and relative ratio maps of each region of the heart and
          topographic maps
     -    Statistical comparison with normal database
     -    Export of images to research analysis software packages
     -    Cine display for gated images

NEURO  IMAGING  SOFTWARE
------------------------

     -    FDG Uptake

The  neurological  software  supports  a  variety of clinical applications, from
assessment  of interictal glucose metabolism within epileptic foci to functional
brain  mapping  based on oxygen consumption, blood flow, or glucose utilization.

Features:
     -    Full 3-dimensional image reorientation
     -    Sagittal, coronal, and transverse displays
     -    Side by side display of two studies for comparison
     -    Regional quantitative analysis
     -    Export of re-sliced images to research analysis software packages


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Positron Corporation             Confidential Material              Page 5 of 18
<PAGE>
Positron Corporation                                    Quotation Number: 040527
--------------------------------------------------------------------------------

SYSTEM  DOCUMENTATION
---------------------

     -    Operators Manuals
     -    Site Planning Guide
     -    Service and Diagnostic Utilities

PET  PHANTOM
------------

     -    NEMA 20 cm cylinder phantom with bed mounted holder
     -    Inserts include six solid spheres, cold rod insert, and hardware for
          mounting user-supplied capillary line sources

REMOTE  PHYSICIAN'S  VIEW  STATION
----------------------------------

     -    X Terminal
     -    21" color monitor
     -    80 MB memory
     -    Ethernet network interface

EXTENSIVE  TRAINING
-------------------

An  extensive  training  program  is  provided  for  mPower customers.  Training
encompasses  all major components of the system. The training program, presented
by  an  experienced  Positron  Application  Specialist, provides up to two weeks
total  of  on-site  and/or off-site instruction for qualified personnel.  Course
material  should  be  sufficient  to  ensure  that  users,  technologists and/or
physicians  are  familiar  with  and  competent  in  the  equipment  operation.

The course curriculum includes:

     -    Scanner system operations and security features
     -    Work flow management software and automated protocols
     -    Acquisition and Reconstruction options
     -    Quality control and calibration procedures
     -    Clinical (patient) protocols
     -    Image display processing and analysis
     -    Data archival and retrieval
     -    Custom protocol design and editing
     -    Custom parameter editing and manipulation
File  System  interfaces


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Positron Corporation             Confidential Material              Page 6 of 18
<PAGE>
Positron Corporation                                    Quotation Number: 040527
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--------------------------------------------------------------------------------
|                               PRODUCT WARRANTY                               |
|                     POSITRON EMISSION TOMOGRAPHY SYSTEMS                     |
--------------------------------------------------------------------------------

Positron  Corporation,  (the "Company") warrants to Purchaser, that the positron
emission  tomography  systems,  (the  "Equipment"), sold by Company will be free
from  defects  in  material  and  workmanship  and  will  meet the technical and
performance  specifications  contained  in  applicable  product  data sheets and
operation manuals published by the Company specifically related to the Equipment
as  of  the  date  of  shipment,  (the  "Warranty").

SYSTEM  WARRANTY  TERMS.  All  Warranty  terms described herein will commence on
either  (1)  the  date  of  successful  completion  of acceptance testing of the
Equipment  or  (2)  the  date  Purchaser  first  uses  the Equipment.  Except as
otherwise  provided,  the  Warranty  for  the  Equipment will be for a period of
twelve  (12)  months.

WARRANTY  TERMS  FOR  SYSTEM SOFTWARE AND SOFTWARE UPGRADES. The purchase of the
Equipment  includes a license (the "Equipment License") solely for the Purchaser
to  use  the software provided with the Equipment exclusively for the purpose of
operating  the  Equipment.  Excluded from this Equipment License is any right or
license  to  use  any  software  or  related  documentation  required to perform
maintenance  or  service  on  the  Equipment.  The  software  provided  with the
Equipment  will  be  the latest version of the standard software available as of
the 90th business day prior to the date the Equipment is delivered to Purchaser.
Upgrades  to  standard  software  for the Equipment and not requiring additional
hardware  or  Equipment  modifications  will  be  performed  as a part of normal
warranty  service  during  the  Warranty  period.

WARRANTY  TERMS  FOR  OPTIONAL  SYSTEM SOFTWARE AND HARDWARE UPGRADES.  Optional
software  upgrades  requiring  supplemental, additional, exchange or replacement
hardware  will  be  installed  by  Company  at no charge to Purchaser during the
Warranty  period, if Purchaser purchases such required hardware as specified and
delivered  by  Company.  All  software  upgrades  designated  by  Company in its
product  data  sheets  or  other  published  materials  as optional software are
available  to  Purchaser  on  terms and conditions to be quoted by Company.  Any
optional  software or optional hardware upgrades to the Equipment purchased from
Company will be warranted for 90 days from the date such upgrade is installed by
Company.

CONDITIONS.  This Warranty is subject to the following conditions: the Equipment
(a)  is  to  be  installed  by  authorized Company representatives, (b) is to be
operated  only  by personnel trained and certified by Company representatives in
the  proper  operation  of the Equipment, (c) is to be operated according to all
instructions  provided  with  the  Equipment,  (d) is to be maintained in strict
compliance  with all recommended and scheduled maintenance instructions provided
with  the  Equipment, and (e) the Purchaser is to notify the Company immediately
in  the event the Equipment at any time fails to meet performance specifications
during  the  Warranty  period.

WARRANTY  SERVICE.  The  "Warranty Service" includes all requested service calls
to  repair  or  replace  the  Equipment  as provided by this warranty and at the
discretion  of  the  Company.  Warranty Service will be performed during Company
normal  working  hours,  Monday  through  Friday, except for recognized national
legal  holidays.  In the event it is not possible to accomplish Warranty Service
within normal working hours, or in the event the Purchaser specifically requests
that  Warranty  Service  be performed outside of normal working hours, Purchaser
agrees to pay for such services at the standard published Company demand service
rates  in effect at the time of the performance of such requested and authorized
Warranty  Service.When  Company authorizes Warranty Service, Purchaser will give
Company  service  representatives  full,  free,  and  immediate  access  to  the
Equipment  and  to  Purchaser's  operation, performance, and maintenance records


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Positron Corporation             Confidential Material              Page 7 of 18
<PAGE>
Positron Corporation                                    Quotation Number: 040527
--------------------------------------------------------------------------------

for  the Equipment.  In the event that Purchaser denies access to records and/or
does  not  provide  access  to  the Equipment, Purchaser terminates its right to
receive  Warranty  Service. As a result of such delays due to records or lack of
Equipment  availability,  Purchaser  agrees  to compensate Company at prevailing
demand  service  rates  in  effect  at  the  time  of  the  delay.

EXCLUSIONS.  Warranty  coverage  does  not  include  any  defect  or performance
deficiency  which  is the direct or indirect result, in whole or in part, of (1)
accident,  (2)  abuse,  (3)  misuse,  (4) operation of the Equipment outside its
environmental,  electrical  or  performance  specifications,  conditions,
capabilities,  or  standards, (5) power fluctuation or failure, (6) vandalism or
any  other  damage  or  alteration  of  the  Equipment by persons other than the
Company  employees,  (7) combining incompatible products, (8) fires, floods, and
other  similar and dissimilar natural causes, (9) failure or lack of humidity or
temperature  control,  or (10) damage, neglect, alteration, or any impairment of
the  Equipment  resulting  from  (a)  causes  or  conditions not associated with
ordinary  storage,  handling, installation, maintenance, service, or use, or (b)
maintenance  or  service  by  any  party  other than the Company or a designated
representative  of  the  Company,  or (c) any acts, omissions, causes, or events
beyond  the  control  of  the  Company.

This warranty does not include items which are consumed through normal daily use
and does not include any liability or responsibility for such losses or expenses
as  removal  or  reconstruction of walls, partitions, ceilings, floors, or other
parts of any facility occasioned by any warranty services performed hereunder or
any  other  losses  or  expenses  incurred  in  providing  any  other  building
alterations,  scaffolding,  platforms,  lifting  equipment,  rigging,  climate
controls,  power  supplies, electrical circuits, safety switches, power outlets,
conduits,  wiring, structural supports, utilities, plumbing, carpentry, or other
work  required  in  connection  with  providing  warranty  services.

REMEDIES.  If  the Company, in its own discretion, determines that the Equipment
does  not  meet  any  Warranty  provided  herein,  the  Company will replace the
Equipment  or  repair any defects in material or workmanship reported during the
Warranty Period, all without charge for labor or materials.  The Company retains
the  option of furnishing either new or exchange replacement parts or assemblies
when  providing  Warranty  Service.

TRANSFER  OF  THE  EQUIPMENT.  In the event Purchaser transfers or relocates the
Equipment,  all  obligations  under  this  Warranty  terminate  unless Purchaser
receives  the  prior  written  consent  of  the  Company  for  the  transfer  or
relocation.  Upon  any  transfer  or relocation, the Equipment must be inspected
and  certified  by  the  Company  as  being  free  from all defects in material,
software,  and  workmanship  and  as  being in compliance with all technical and
performance  specifications.  Purchaser  will  compensate  the Company for these
inspection  services  at the prevailing demand service rates in effect as of the
date  the  inspection  is  performed.


FORCE  MAJEURE.  Notwithstanding  any  other  provision,  and in addition to all
conditions  and  exclusions  set  forth,  the Company will not be liable for any
delay  or default in performing any Warranty obligations caused by events beyond
its  control, including (by way of example and not by way of limitation) acts of
God,  acts  of  third  parties,  acts  of  Purchaser  (or any of the Purchaser's
employees,  agents,  or representatives), acts of civil or military authorities,
fires,  floods,  and  other  similar  or dissimilar natural causes, riots, wars,
sabotage,  vandalism,  embargoes,  labor  disputes,  strikes,  lockouts, lack or
shortage  of  transportation,  labor, materials, supplies, fuel, power or water,
delays  in  receiving  any  permits  or  licenses,  delays  caused  by any laws,
regulations,  proclamations,  ordinances,  or any government action or inaction,
delays  caused  by  contractors  and  subcontractors,  and  any  other  cause or
condition  beyond  the  Company's  control.  In  the  event of any such delay or
default,  the  time  for  performance  of  the  Warranty  obligations  of  the


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Positron Corporation             Confidential Material              Page 8 of 18
<PAGE>
Positron Corporation                                    Quotation Number: 040527
--------------------------------------------------------------------------------


Company  will  be extended for such a time as the Company in its sole discretion
deems  reasonable.



DISCLAIMERS  AND  LIMITATIONS  ON  LIABILITY

THE  WARRANTIES  SET  FORTH  ABOVE  ARE EXPRESSLY PRESENTED IN LIEU OF ANY OTHER
WARRANTIES,  EXPRESS  OR  IMPLIED,  INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTABILITY  OR  FITNESS  FOR  PARTICULAR  PURPOSE, AND IN LIEU OF ANY OTHER
OBLIGATIONS  OR  LIABILITY  ON  THE  PART  OF  THE COMPANY.  THE COMPANY NEITHER
ASSUMES  (NOR  HAS AUTHORIZED ANY PERSON TO ASSUME FOR IT) ANY OTHER WARRANTY OR
LIABILITY  IN  CONNECTION  WITH  THE  EQUIPMENT.

PURCHASER'S  SOLE  REMEDIES  FOR BREACH OF SUCH WARRANTIES ARE SET FORTH IN THIS
WARRANTY.  THE COMPANY WILL HAVE NO LIABILITY FOR ANY CONSEQUENTIAL, INCIDENTAL,
OR  SPECIAL  DAMAGES  BY  REASON  OF ANY ACT OR OMISSION OR ARISING OUT OF OR IN
CONNECTION  WITH  THE  EQUIPMENT,  OR  WITH  THE  SALE,  DELIVERY, INSTALLATION,
MAINTENANCE,  OPERATION, PERFORMANCE, OR USE OF THE EQUIPMENT, INCLUDING (BY WAY
OF  EXAMPLE  AND NOT BY WAY OF LIMITATION) DAMAGES, EXPENSES, OR LOSSES INCURRED
BY  REASON  OF  LOSS  OF  USE, LOST REVENUES, LOST PROFITS, DAMAGE TO ASSOCIATED
EQUIPMENT  OR  TO  FACILITIES,  COSTS  OF CAPITAL, COSTS OF SUBSTITUTE PRODUCTS,
FACILITIES,  OR SERVICES, COSTS OF REPLACEMENT POWER, COSTS ASSOCIATED WITH DOWN
TIME,  AND  ANY  SIMILAR  AND  DISSIMILAR  DAMAGES,  EXPENSES,  OR  LOSSES.


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Positron Corporation             Confidential Material              Page 9 of 18
<PAGE>
Positron Corporation                                    Quotation Number: 040527
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
|                   LICENSE AGREEMENT FOR OPERATION SOFTWARE                   |
--------------------------------------------------------------------------------

The  License  Agreement, by and between Positron Corporation (the "Company") and
the  Purchaser,  designated  below, is entered into as part of a sale of certain
equipment  ("Equipment")  more  fully defined on Company Quotation Number 040527
                                                                          ------
dated June 14, 2004(the "Quotation").  This License Agreement does not supersede
      -------------
or  replace any terms and conditions of the Quotation, or any written warranties
or  service  contracts  applicable  to  the  Equipment,  and the Company has not
authorized  any  employee  or  agent to grant any other or different licenses or
other  rights  with  respect  to  any  patent  application,  patent,  copyright,
trademark,  trade  secret, proprietary right, or other property right of Company
or  any  of  Company's  suppliers.

Company grants to Customer a nonexclusive and nontransferable license to use the
computer  software  package  ("the Software") necessary for the operation of the
Equipment  on  the terms and conditions defined or referenced herein for so long
as  Customer  may own or use the Equipment.  THIS LICENSE DOES NOT EXTEND TO ANY
MAINTENANCE  OR  SERVICE  SOFTWARE  SHIPPED TO OR LOCATED AT CUSTOMER'S PREMISES
WHICH  IS  INTENDED  TO  ASSIST  COMPANY EMPLOYEES IN THE INSTALLATION, TESTING,
SERVICE,  AND  MAINTENANCE  OF  THE  EQUIPMENT.

Purchaser agrees to pay Company a one-time license fee.  This fee is included in
the  basic  system  price  defined  in  the  Quotation.

THE LICENSE HEREBY GRANTED TO THE CUSTOMER DOES NOT INCLUDE ANY RIGHT TO USE THE
SOFTWARE  FOR  PURPOSES  OTHER  THAN  OPERATION  OF  THE  EQUIPMENT  OR TO COPY,
REPRODUCE,  SELL,  ASSIGN, TRANSFER, OR SUBLICENSE THE SOFTWARE FOR ANY PURPOSE,
IN  WHOLE  OR  IN PART, WITHOUT THE PRIOR WRITTEN PERMISSION OF THE COMPANY.  If
Company  grants  such  permission, Purchaser agrees to apply Company's copyright
notice  or  other  identifying  legends  to  such  copies  or  reproductions.

The  rights herein granted to Purchaser shall not affect the exclusive ownership
by  Company  of  the  Software  or of any trademarks, copyrights, patents, trade
secrets,  proprietary rights, or other property rights of the Company (or any of
Company's  suppliers)  pertaining  to  the  Software.

Purchaser  agrees  that  only  authorized  officers,  employees,  and  agents of
Purchaser  will  use  the  Software  or  have access to the same (or to any part
thereof)  and  that  none  of Purchaser's officers, employees, agents or assigns
will  disclose any part or all of the Software, or permit any part or all of the
same  to  be  used  by  any person or entity other than those identified herein.
Purchaser  acknowledges  that  certain  of  Company's rights may be derived from
license  agreements  with third parties and as such Purchaser agrees to preserve
the  confidentiality  of  information imparted to Company under such third party
license  agreements.

If  the Purchaser modifies the Software in any manner, all warranties associated
with  the  Software  and  the  Equipment  shall  become  null  and void.  If the
Purchaser  or  any  of  its  officers,  employees,  or  agents should devise any
revisions,  enhancements,  or  improvements  in  the  Software,  Purchaser shall
disclose  such  improvements  to  Company  and Company shall have a nonexclusive
royalty-free  license  to  use such revisions, enhancements and improvements and
the  right  to  grant  sublicenses  thereof.


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Positron Corporation             Confidential Material             Page 10 of 18
<PAGE>
Positron Corporation                                    Quotation Number: 040527
--------------------------------------------------------------------------------

The  Software is licensed to Purchaser on the basis that (a) the Purchaser shall
maintain  the  configuration  of the Equipment as it was originally designed and
manufactured and (b) the Equipment includes only those subsystems and components
certified  by  Company.  The  Software  may  not  perform as intended on systems
modified  by  personnel other than those under the direct supervision of Company
or  on systems, which include subsystems or components not certified by Company.
Company  does  not  assume  any  responsibility  or  liability  with  respect to
unauthorized  modification  or  substitution  of  subsystems  or  components.

Purchaser shall cause each authorized user of the Software to abide by the terms
and  conditions  of  this  License  Agreement  as  if  each were a party hereto.

This  license  shall  continue for as long as the Purchaser continues to use the
Equipment,  except  that  the Company may terminate this license in the event of
any  default  by the Purchaser.  The Purchaser agrees to return the Software and
any  and  all  copies  thereof  to  Company  immediately  upon  expiration of or
termination  of  this  license.

TO BE USED only on the following equipment and location:

<TABLE>
<CAPTION>
<S>                                      <C>
Model # MPOWER  S.N.
                    -------------------  ---------------------------------------
                                                        Located at

CUSTOMER                                 POSITRON CORPORATION

                                                      Gary Brooks
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            Type or Print                            Type or Print


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              Signature                                Signature

                                                    Chairman & CEO
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                Title                                    Title

Date:                                    Date
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</TABLE>


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Positron Corporation             Confidential Material             Page 11 of 18
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Positron Corporation                                    Quotation Number: 040527
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|                             TERMS AND CONDITIONS                             |
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EXCLUSIVE  TERMS  OF  SALE.  The  positron  emission  tomography  system  (the
"Equipment")  and  all other goods and services ("Goods and Services") described
in  this  quotation  are offered by Positron Corporation (the "Company") only on
the  following  terms  and  conditions.  Any  additional  or  different terms or
conditions  stated  in  any  purchase  order, acknowledgement, or other document
issued  by  Purchaser  in connection with this quotation will have no effect and
will  not,  under  any  circumstances, be binding on Company unless specifically
accepted  in  writing  by  the  Company.

Purchaser's  signature  on this quotation constitutes an agreement (1) that this
quotation  states the exclusive terms and conditions of the contract sale of the
Equipment  and  other  Goods  and  Services  to  Purchaser  and  (2)  that  any
contemporaneous  or subsequent references by the parties to Purchaser's purchase
order, acknowledgement, or other document will be effective only for Purchaser's
administrative  purposes  (e.g., tracking Purchaser's purchases through purchase
order  numbers  assigned  by  Purchaser's  purchasing  or accounting personnel).

This  quotation  supersedes  all previous Company quotations with respect to the
equipment  and  other  Goods  and  Services.  There  are  no  written  or  oral
agreements,  statements,  representations,  or understandings which shall in any
way relate to, affect, or control the validity or enforcement of these terms and
conditions,  except  as  expressly  provided  herein.

All  sales are subject to Company's management review and approval of credit and
finance  matters  and  any  terms  or descriptions included in this quotation by
Company's  representatives.  Company accepts Purchaser's down payment(s) without
prejudice  and  subject  to the foregoing rights and approvals.  Down payment(s)
will  be  refunded  without  interest  if  approval  is  not  granted.

PRICE  AND  PAYMENT  TERMS.  The  price  quoted  includes  installation  of  the
Equipment  at  the  location specified on the face of this quotation.  The price
does  not  include  (1)  transportation  of  the  Equipment  and other Goods and
Services  from  Company  to such location or (2) any taxes or duties (including,
without  limitation, all sales taxes on the Equipment, other Goods and Services,
and  freight) or (3) any handling, rigging, uncrating, storage, or other charges
incidental  to  shipment,  delivery,  or  installation of the Equipment or other
Goods  and  Services.

A  down payment of forty percent (40%) of the price of the Equipment is due upon
Purchaser's  signing  this quotation.  When Purchaser's down payment is received
Company  will  schedule  for  production  and  shipping.  Upon  notification  to
Purchaser  that  the  Equipment  is  complete, tested and prepared for shipment,
Purchaser  will  remit  to  Company  an  additional  fifty  percent (50%) of the
price(s)  stated herein.  Shipment will commence when the funds are received and
are  available  for the Company to use.  The balance due (10%) for the Equipment
will  be paid by Purchaser upon completion of installation and acceptance of the
Equipment.  The  balance due for all other Goods and Services identified in this
quotation  are  subject  to  payment  by  Purchaser  prior  to  shipment.

If  installation of the Equipment, for any reason beyond the control of Company,
is  not  completed  within  three  (3)  months  of  the  date of notification of
Equipment  ready  to ship, then at Company's option, for each month (or fraction
thereof)  during  which installation thereafter remains incomplete, the price of
the  Equipment and the other Goods and Services will be increased by one percent
(1%)  until  installation  is  completed.   If  installation  is  not  completed
within  twelve


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Positron Corporation             Confidential Material             Page 12 of 18
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Positron Corporation                                    Quotation Number: 040527
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(12)  months  of  the  date  of notification of Equipment ready to ship, then at
Company's  option  either  (1)  the  price  of the Equipment and other Goods and
Services will be adjusted to include any increase in Company's then-current list
price(s)  or  (2)  Company  may  terminate  this  agreement  without any further
liability.  All  payments  due under this paragraph are in addition to any other
payments  due  under  other  terms  and  conditions.

SHIPPING  AND DELIVERY TERMS.  All terms are F.O.B. factory, freight prepaid and
added.  Title  and  risk  of  loss  will  pass  to  Purchaser  upon shipment and
Purchaser  will  provide insurance against such risk.  Equipment will be shipped
to  the  address  indicated  on  the face of this quotation.  Shipping dates are
subject  to  revision  by  Company  to  adjust  for  future  production schedule
requirements.

Company  has  not  authorized  any  employee  or  agent to offer any shipping or
delivery  terms  other  than  those  appearing  above.

SITE PREPARATION AND INSTALLATION.  All down payments and progress payments will
have  been  made  and all applicable license agreements will have been signed by
Purchaser  before  shipment  of  the  Equipment  will  commence.

Except as otherwise expressly provided in this section, Purchaser is responsible
for  preparing  its  site  for  installation  of the Equipment.  Full, free, and
immediate  access  to  the  installation site (and a suitable and safe place for
storage  of  the  Equipment  before installation) will be provided by Purchaser.
Purchaser  is  responsible  for  having  the  Equipment  moved from its point of
delivery  to  the  installation  site.  Any  scaffolding,  platforms,  lifting
equipment,  rigging,  building  alterations,  climate  controls, power supplies,
electrical  circuits,  safety  switches,  power  outlets,  conduits,  wiring,
structural  support,  utilities,  plumbing, carpentry, or other work required by
any  applicable  laws  or  by  Company  in  connection  with installation of the
Equipment  will  be  provided  by  Purchaser  at  its  expense.

If  trade unions or other third parties interfere with (or threaten to interfere
with)  the  installation  of  the  Equipment  by Company employees, Purchaser is
responsible  for  making  any necessary arrangements with such parties to permit
completion  of  the  installation,  all  at  Purchaser's  expense.

If members of trade unions for any reason are required to install the Equipment,
Company's obligation will be limited to providing engineering supervision of the
installation  activities.

COMPANY  OFFERS NO WARRANTY AND ASSUMES NO LIABILITY FOR THE FITNESS OR ADEQUACY
OF  THE  PREMISES  (OR  THE  UTILITIES  AVAILABLE  AT THE PREMISES) IN WHICH THE
EQUIPMENT  IS  TO  BE INSTALLED, USED, OR STORED.  PURCHASER AGREES TO INDEMNIFY
AND  HOLD COMPANY HARMLESS AGAINST ANY LOSS, DAMAGE, OR CLAIM ARISING OUT OF THE
CONDITION  OF  SUCH  PREMISES  (OR  UTILITIES).

The  Equipment  will  be  installed  during  normal working hours.  Installation
services  include  (1)  connecting  the  Equipment  to safety switches and power
outlets  provided  and installed by Purchaser prior to delivery of the Equipment
and  (2) testing the Equipment after installation to only verify compliance with
Company's published performance specifications.  Installation will be considered
complete  for the purposes hereof upon Company's verification that the Equipment
substantially   complies   with   Company's   published   performance
specifications  (Company's final invoice constituting confirmation of the same),
or  Purchaser's  first  use  of  the  Equipment.  Either  case  will  constitute
acceptance  of  the  Equipment.  For  the  purpose  of  commencement  of


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Positron Corporation                                    Quotation Number: 040527
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any  applicable  warranty  period,  Company will maintain records reflecting the
actual  date installation and acceptance is completed, and upon request, Company
will  furnish  Purchaser  with  written  confirmation  of  such  date.

The  price  includes  standard  installation services only.  Any additional time
required  or delay(s) experienced in installing the Equipment resulting from the
condition  or  location  of  the  premises,  the  condition or location of power
supplies,  outlets,  switches,  conduits,  wiring,  or  circuits,  delay(s)  in
completing  site  preparation,  or any similar or dissimilar cause(s) will be at
Purchaser's  expense.  Any labor in excess of standard installation services and
any  overtime  incurred  by Company employees in respect of such additional time
required  or  delay(s)  experienced (as well as any extra labor or overtime work
performed  at  the  request  of  Purchaser)  will  be  invoiced to, and paid by,
Purchaser  at  then-prevailing  Company  demand  service  rates.

Purchaser is responsible for obtaining all government approvals required for the
purchase, installation, and use of the Equipment, including, without limitation,
any  Certificate-Of-Need and zoning variances.  Purchaser will complete all such
activities diligently, will keep Company notified periodically of the results of
its  efforts, and upon request will provide Company with written confirmation of
such  approvals.

Company  has  not authorized any employee or agent to offer any site preparation
or  installation  terms  other  than  those  appearing  herein.

DEFERRED  INSTALLATION.  If  installation  (or  commencement of installation) is
delayed  for reasons beyond the control of Company (including without limitation
Purchaser's  not  having  completed  site preparation requirements stated in the
previous  section),  Company  may  place  the Equipment in storage (in Company's
facility  or  in  a  warehouse) at Purchaser's expense.  Storage charges will be
billed  to  Purchaser  monthly,  and  Purchaser  will pay all such invoices upon
receipt.  Purchaser  also  will  continue to make all progress payments that may
become  due  under  the terms and conditions of this agreement during the period
installation is deferred.  If such delay lasts for a period of 60 days following
delivery,  Purchaser  shall  pay  Company one-half (1/2) of any balance due.  If
such delay continues beyond 180 days after delivery, Purchaser shall pay Company
the  remaining  balance  due.

Purchaser  may  request  reasonable  delays  of  the  scheduled  shipping  date
established by Company prior to the date the Equipment is shipped, provided that
Purchaser  submits  its  request to Company, in writing, at least 90 days before
the  scheduled  shipping  date  and  Company  consents,  in  writing to the date
requested  by  Purchaser.  Company's  consent will not be withheld unreasonably.
If  such  notice  is  delivered  to  Company  with fewer than 90 days before the
scheduled shipping date, then at the Company's option it may (1) refuse to honor
any  request  for  a  delay  in shipment, (2) store the Equipment at Purchaser's
expense,  and  or  (3)  invoice  Purchaser  for  the Equipment as if it had been
shipped  on  the  original scheduled shipping date (and Purchaser shall pay such
invoice  immediately  upon  receipt).  If  any  request for delay in shipment is
honored  by  Company  and  the  full  invoice  price  for  the Equipment and any
associated  services  has not been paid in full, then the price of the Equipment
is  subject  to  adjustment  in  accordance  with the other terms and conditions
hereof.

CREDIT  TERMS,  SECURITY AGREEMENT, AND CUSTOMER DEFAULT.  Company may establish
or  change  the credit and payment terms extended to Purchaser when in Company's
sole opinion Purchaser's financial condition or previous payment record warrants
such  action,  and  Purchaser's  signature  on  this  quotation  constitutes  an
agreement  to  honor  the  credit  and  payment terms so established or changed.
Purchaser  will  provide  promptly  upon  request  such  financial


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Positron Corporation                                    Quotation Number: 040527
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information  as  may  be  reasonably  required by Company to complete its credit
review  of  Purchaser.

In signing this quotation, Purchaser grants to Company a purchase money security
interest  in  all  of the Equipment identified herein until all payments for the
Equipment  have been received by Company.  Purchaser agrees to secure, sign, and
deliver  such  promissory  notes,  security  agreements,  financing  statements,
landlord  and  mortgagee  waivers,  and  other  documents  as may be required by
Company,  or  by any of Company's assignees, to evidence or perfect the security
interest  in  the  Equipment. (If the Equipment is to be delivered in Louisiana,
Purchaser  hereby grants to Company, and to Company's assignees, a vendor's lien
against  the  Equipment  and agrees to sign such documents as may be required to
record  such lien.)  Where permitted by applicable law, Purchaser's signature on
this quotation constitutes authorization for the employees or agents of Company,
or  of  Company's  assignees,  to execute and file financing statements (and any
amendments  thereto)  and  other  documents  on  behalf of Purchaser in order to
perfect  the  security interest in the Equipment.  As long as any balance is due
hereunder,  Purchaser further agrees that the Equipment will not be removed from
the  location  specified on the face of this quotation without the prior written
consent  of  Company.

If  Purchaser  does  not  pay  any  amount  when  due or does not meet any other
obligation  hereunder,  then (in addition to any other remedies available at law
or  in  equity)  Company  may  accelerate  any balance due and require immediate
payment  thereof,  may  enter  Purchaser's  premises  peacefully  and render the
Equipment inoperable, may repossess the Equipment, and may resell the Equipment.
The  net  proceeds  of  any  such resale, after Company's costs of repossessing,
removing,  transporting,  reconditioning,  storing, and reselling the Equipment,
and  all  other  associated costs, will be applied to the unpaid balance owed by
Purchaser.  Purchaser will remain liable for any deficiency, which remains after
such  resale, and Company will return to Purchaser all net proceeds in excess of
Purchaser's  unpaid  balance.

With  respect  to  any  delinquent payment(s), Purchaser agrees to pay a finance
charge  at the rate of one and one-half percent (1-1/2%) per month computed from
the  date  each delinquent payment or accelerated balance shall have become due.
Furthermore,  in  any  action  initiated  to enforce the terms of this agreement
following  Purchaser's default, Company shall recover as part of its damages all
costs,  expenses,  and  attorney  fees  incurred in connection with such action.

LEASES.  In  the event Purchaser desires to convert the sale of the Equipment to
a  lease,  Purchaser  will arrange for the lease agreement and all other related
documentation  to  be  reviewed  and  approved  by  Company, and executed by all
parties  involved,  not later than 90 days prior to the scheduled shipment date.
Purchaser  is responsible for all efforts to convert this transaction to a lease
and  is  required  to secure the leasing company's approval of all the terms and
conditions  hereof  without  modification.

No  Equipment  will  be  delivered  unless  Company receives copies of the fully
executed  lease  documents  and  approves  same.

WARRANTY,  DISCLAIMERS,  AND LIMITATION ON LIABILITY.  Company provides specific
warranties  with  respect  to  the  Equipment.  All warranties applicable to the
Equipment  accompany this quotation.  No other warranties are offered by Company
with  respect  to  the Equipment, and Company has not authorized any employee or
agent  to  offer  any  warranties  except  those  referenced  above.

THE WARRANTIES REFERENCED IN THIS SECTION ARE EXPRESSLY PRESENTED IN LIEU OF ANY
OTHER  WARRANTIES,  EXPRESS  OR  IMPLIED,  INCLUDING  WITHOUT


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Positron Corporation             Confidential Material             Page 15 of 18
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Positron Corporation                                    Quotation Number: 040527
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LIMITATION  ANY  WARRANTY  OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE,
AND  IN  LIEU  OF ANY OTHER OBLIGATIONS OR LIABILITY ON THE PART OF THE COMPANY.
THE COMPANY NEITHER ASSUMES (NOR HAS AUTHORIZED ANY PERSON TO ASSUME FOR IT) ANY
OTHER  WARRANTY  OR  LIABILITY  IN  CONNECTION  WITH  THE  EQUIPMENT.

COMPANY  SHALL  HAVE  NO LIABILITY FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL
DAMAGES BY REASON OF ANY ACT OR OMISSION OR ARISING OUT OF OR IN CONNECTION WITH
THE  EQUIPMENT  OR  ITS  SALE,  DELIVERY,  INSTALLATION, MAINTENANCE, OPERATION,
PERFORMANCE,  OR  USE,  INCLUDING  WITHOUT  LIMITATION  ANY  LOSS  OF  USE, LOST
REVENUES,  LOST  PROFITS, DAMAGE TO ASSOCIATED EQUIPMENT OR TO FACILITIES, COSTS
OF  CAPITAL,  COSTS  OF  SUBSTITUTE  PRODUCTS, FACILITIES, OR SERVICES, COSTS OF
REPLACEMENT  POWER,  COSTS  ASSOCIATED  WITH  DOWN  TIME,  AND  ANY  SIMILAR AND
DISSIMILAR  LOSSES,  COSTS,  OR  DAMAGES.

PATENT  INDEMNITY.  Company  agrees  to  indemnify  and  hold Purchaser harmless
against  any  claims, damages, and expenses to the extent the same arise out of,
or  are  asserted  against,  Purchaser alleging that the Equipment infringes any
United  States  patent,  provided  that  (1) Purchaser immediately gives Company
written notice of any such claims, damages, or expenses, (2) Purchaser grants to
Company  full  and  complete  authority,  information, and assistance reasonably
necessary  to  defend, settle, reimburse, or avoid any such claims, damages, and
expenses,  and (3) the Equipment, as of the alleged date of infringement, was in
the  same  form  and configuration as originally supplied by Company and has not
been  modified  in  any  way  without  the prior written consent of the Company.

Upon  timely  receipt  of  Purchaser's  written  notice, Company will assume the
defense  of  any  claims  against Purchaser.  Purchaser agrees to cooperate with
Company  in  the  defense  or  settlement  of  all  such  claims.

Company  shall  not  be  bound  by  the  terms  of  any compromise or settlement
agreement negotiated or concluded by Purchaser without the prior written consent
of  the  Company.

The  terms  of  this  section  will  not apply in the event of any sale or other
transfer  of  the  Equipment  by  Purchaser  or  to the extent of any use of the
Equipment  in  combination  with  products  or devices not furnished by Company.
Company  has  not authorized any employee or agent to offer any patent indemnity
terms  other  than  those  appearing  above.

SOFTWARE  AND  LICENSE.  All software is, and shall remain, the sole property of
Company.  Use  of  such  software  is subject to the terms of a separate license
agreement  to be signed by Purchaser prior to or upon delivery of the Equipment.
No  license  or other right is granted to Purchaser or any other party except as
specifically  set  forth  in  this  section  and  Company has not authorized any
employee or agent to grant any other licenses or other rights with respect to or
under  any  patent  application,  patent, copyright, trademark, trade secret, or
proprietary  right  of  Company  or  any  of  Company's  suppliers.

Upon  Purchaser's signing the standard Company license agreement, Company grants
to  Purchaser  a  nonexclusive  and  fully  paid  right  and  license to use the
Equipment,  its  operating  software,  and  any  documentation  required  for
Purchaser's  personal  use  of  such  operating  software in connection with the
Equipment for so long as Purchaser may own or use the Equipment.  Such right and
license  does  not include any right to copy, reproduce, sell, assign, transfer,
or sublicense the same and does not include any rights or licenses whatsoever in
any


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Positron Corporation             Confidential Material             Page 16 of 18
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Positron Corporation                                    Quotation Number: 040527
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maintenance  or  service software or any related documentation.  Any maintenance
or  service  software  and  documentation  shipped  to or located at Purchaser's
premises  is  intended  solely  to assist Company employees in the installation,
testing,  service,  and  maintenance of the Equipment, as may be required by the
terms  and  conditions  hereof  or  by a separate service support agreement, and
Purchaser  agrees to restrict access to such maintenance or service software and
documentation  to  Company  employees  only.  IN  THE  EVENT OF ANY UNAUTHORIZED
TRANSFER  OR  DISCLOSURE  OF  THE  SOFTWARE  IDENTIFIED  IN THIS SECTION (OR ANY
TRANSFER  OF OTHER RIGHTS OR LICENSES GRANTED HEREBY) RESULTING FROM PURCHASER'S
ACTS OR OMISSIONS, PURCHASER SHALL BE LIABLE FOR ALL DAMAGES RESULTING FROM SUCH
TRANSFER OR DISCLOSURE AND COMPANY SHALL HAVE THE RIGHT TO REVOKE ALL RIGHTS AND
LICENSES  GRANTED  TO  PURCHASER.

Purchaser  will  take  such  steps as may be reasonably required to preserve the
confidentiality  of  all proprietary information referenced in this section (and
all  other  proprietary information that Purchaser may acquire) and to cause any
employees,  agents,  representatives,  or other persons to whom such proprietary
information is disclosed to abide by the terms and conditions of this section as
if  each  were  a  party  hereto.  Purchaser  will restrict the dissemination of
proprietary information to only those persons who are assigned to operate or use
the  Equipment  and for whom access to such proprietary information is necessary
in  the  performance  of  their  duties.

The  minimum  hardware  requirements for any software upgrades for the Equipment
may  be  greater  than  the  minimum  hardware requirements for the Equipment as
described  herein  as  of  the date of Company's quotation.  Except for possible
future  upgrades  of  Equipment  hardware  as may be required to accommodate any
future software upgrades, Company software is described and offered on the basis
that  (1)  Purchaser  will maintain the configuration of the Equipment as it was
originally  designed  and manufactured and (2) the Equipment includes only those
subsystems  and components certified by Company.  Software for the Equipment may
not perform as intended on systems modified by personnel other than those acting
under  the  direct supervision of Company or on systems which include subsystems
or  components  not  certified  by  Company.  COMPANY  WILL  NOT  ASSUME  ANY
RESPONSIBILITY  OR LIABILITY WITH RESPECT TO ANY MODIFICATION OR SUBSTITUTION OF
SOFTWARE,  SUBSYSTEMS,  OR  COMPONENTS,  AND  ALL WARRANTIES ASSOCIATED WITH THE
SOFTWARE  AND  HARDWARE  SYSTEMS  SHALL BECOME NULL AND VOID IN THE EVENT OF ANY
MODIFICATION  OR  SUBSTITUTION  MADE  WITHOUT  THE  PRIOR WRITTEN CONSENT OF THE
COMPANY.

MISCELLANEOUS.  Company  may change the construction, design of configuration or
the Equipment without notice to Purchaser as long as the general function of the
Equipment is not thereby altered.  The Equipment may contain certain components,
which have been remanufactured or refurbished following limited prior use. These
terms  and  conditions  are to be interpreted and enforced under the laws of the
State  of  Texas.

Purchaser  will  not  assign  any  of  its  rights or delegate any of its duties
hereunder  without  the  prior  written  consent  of  the  Company.

The  invalidity  or unenforceability of any provision hereof will not affect any
other  provision, and all terms and conditions will be construed in all respects
as  if any such invalid or unenforceable provision(s) were omitted.  The failure
of Purchaser or Company at any time to require the performance of any obligation
will  not  affect  the right to require such performance at any time thereafter.
The  waiver  of  any  remedy  with respect to any default will not be taken as a
waiver  of  any  remedy  for  any succeeding default.  Unless otherwise provided
herein,  no  limitation  or


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Positron Corporation                                    Quotation Number: 040527
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restriction on the remedies available to either party is intended by these terms
and  conditions.  Clerical  errors  are  subject  to  correction.

Course  of  dealing,  course  of performance, course of conduct, prior dealings,
usage  of trade, community standards, industry standards, and customary practice
or interpretation in matters involving the sale, delivery, installation, use, or
service  of  the  Equipment  and  Goods  and  Services  or similar or dissimilar
equipment,  goods, or services shall not serve as references in interpreting the
terms  and  conditions  hereof.

Company shall not be liable for any delay or default caused by events beyond its
control,  including (by way of example and not by way of limitation) any acts of
God,  acts of third parties, acts of Purchaser (or any of Purchaser's employees,
agents,  or  representatives),  acts  of  civil  or military authorities, fires,
floods,  and  other similar or dissimilar natural causes, riots, wars, sabotage,
vandalism, embargoes, labor disputes, strikes, lockouts, lack or availability of
isotopes,  radiopharmaceuticals,  water,  transportation,  labor,  materials,
supplies,  fuel,  or  power, delays in receiving any permits or licenses, delays
caused  by  any  laws, regulations, proclamations, ordinances, or any government
action  or  inaction,  delays  caused by contractors and subcontractors, and any
other  cause or condition beyond Company's control, and the time for performance
of  Company's  obligations hereunder shall be extended for such a time period as
the Company in its sole discretion deems reasonable in the event of any delay or
default  for  such  cause(s).

Company  reserves  the  right  to  allocate  its  available  supplies  among its
Purchasers  on  such  basis  as  Company  may  deem  fair and practical, without
liability  for  any  resulting  failure  of  performance.

Purchaser's  obligations  hereunder  are  independent  of  any other obligations
Purchaser  may have under any other contract or account with Company.  Purchaser
will  not  exercise  any  right  of  offset  in  connection  with  the terms and
conditions  hereof  or  in  connection  with  any other contract or account with
Company.


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Positron Corporation                                    Quotation Number: 040527
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[POSITRON LOGO]
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May 25, 2004

IMAGIN Diagnostic Centres, Inc.
1835 Yonge Street
Suite 500
Toronto, Ontario, Canada M4S 1XB

Per  our  discussions  and  as part of the closing of our financing deal of May,
2004, Positron and IMAGIN agree to the following modifications to the documents:

     1.   That  the  second  note - Secured Convertible Promissory Note - in the
          amount  of US$300,000 shall be modified to have payments of US$150,000
          due  on  or  before June 15, 2004 and US$150,000 due on or before June
          30,  2004.
     2.   That  there is no language prohibiting transfer to Cipher and we agree
          that  transfer  to  Cipher  is  acceptable.
     3.   That,  due  to  the  import  restrictions  of  the Canadian government
          requiring  certain ISO certification that will take Positron some time
          to gain, the warrants will be extended to three years from the date of
          first  system  delivery to IMAGIN but no later than December 31, 2007.
     4.   That  the cash flow consistency sentence "cash flow will be calculated
          consistently  period  and  on  a  basis  consistent  with  historical
          calculations  of  cash  flow" will be added to the cash flow sections.
     5.   That Positron will have an obligation to take down the US$1,300,000 in
          US$200,000  tranches  beginning  July 15, 2004 and ended with December
          15,  2004  with  a  final  US$100,000  tranche  on  December 31, 2004.
     6.   That  Jose  Salema  and  S.  Lewis Meyer will be allowed to have their
          warrants  re-priced  consistent  with  the  term sheet and one-half of
          their  warrants  will be redistributed to Imagin at the closing of the
          re-pricing.
     7.   That  Gary  Brooks'  currently  existing  warrant will be re-priced to
          US$0.02  per  share,  consistent  with  the term sheet, along with the
          options  indicated  in  the  documents.
     8.   That  Gary  Brooks'  new  warrant  will be approved at the first Board
          Meeting  and  priced  at  US$0.02  per  share  for  4  million shares,
          effective  the  date  of  closing  and  consistent with the term sheet
          previously  accepted.


Positron Corporation                    IMAGIN Diagnostic Centers, Inc.

/s/ Gary Brooks, CEO                    /s/ Cynthia R. Jordan CEO
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Positron Corporation 1304 Langham Creek # 300                 Phone 281-492-7100
Houston, TX 77084                                               Fax 281-492-2951
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