NON-NEGOTIABLE PROMISSORY
NOTE
FOR VALUE RECEIVED, POSITRON CORPORATION,
a publicly owned Texas corporation (“Borrower”), hereby
covenants and promises to pay to the order of IMAGIN MOLECULAR
CORPORATION publicly owned Delaware corporation (the
“Holder”), One Million Three Hundred Forty-Six
Thousand Dollars ($1,367,000.00), in lawful money of the United
States of America, payable before December 31, 2008 (the “Due
Date”) with interest at the rate of eight percent
(8%). All principal, interest and other costs hereunder
shall be due and payable to the Holder of this Non-Negotiable
Promissory Note (the “Note").
Borrower shall have the right to prepay, without
penalty, all or any part of the unpaid balance of this Note at any
time on five (5) days prior written notice; provided, however, that
any partial prepayment shall be applied upon the installments of
principal and interest in the inverse order of their becoming due,
and upon making any such prepayment in full, Borrower shall pay to
the Holder all interest owing pursuant to this
Note. Borrower shall not be entitled to re-borrow any
prepaid amounts of the principal, interest or other costs or
charges. Borrower is duly authorized to enter into this
Note. This Note may not be assigned without the
Holder’s prior written permission.
Further, it is agreed that if any installment of
principal and/or interest on this Note is not paid when due, the
entire unpaid portion of this Note and all sums payable hereunder
may be declared immediately due and payable at the option of the
Holder. After the Due Date, whether by acceleration or
otherwise, interest shall accrue on the principal amount, and
accrued interest thereon remaining unpaid at an interest rate equal
to 15% per annum or the highest lawful rate, whichever is lower,
until paid. All payments of principal and interest
under this Note are to be made to the Holder at 104W. Chestnut
Street, #315, Hinsdale, Illi
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