SOFTWARE LICENSE AGREEMENT


       THIS SOFTWARE LICENSE AGREEMENT (this  "AGREEMENT") is made this 29th day
of June, 2003 (the "EFFECTIVE  DATE"),  by and between GENERAL ELECTRIC COMPANY,
acting through and on behalf of its GE Medical Systems  business  ("GEMS"),  and
POSITRON CORPORATION ("LICENSEE").

                                    RECITALS

       WHEREAS,  Licensee assigned,  sold,  transferred and conveyed to GEMS all
right, title and interest in and to certain Cardiac PET software under the terms
of that  certain  Technology  Purchase  Agreement  of even  date  herewith  (the
"PURCHASE AGREEMENT");

       WHEREAS,  as  part  of the  transactions  contemplated  by  the  Purchase
Agreement,  the parties desire for Licensee to receive an  irrevocable,  license
from GEMS to continue using,  modifying,  distributing and otherwise  exploiting
that Cardiac PET softwarein perpetuity; and

       WHEREAS,  GEMS is  willing  to grant  such  license  under  the terms and
conditions set forth herein.

       NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  contained
herein, the parties agree as follows:

                                    AGREEMENT

1.     DEFINITIONS: Each of the following terms shall have the meaning set forth
below:

       1.1    "DOCUMENTATION"  means the documentation  reasonably  necessary to
utilize the Software  effectively in accordance with the terms and conditions of
this Agreement.  Documentation shall include, without limitation, such documents
and manuals that collectively  contain a complete  description and definition of
all Software  operations  and all user guides  necessary  for the  operation and
management of the Software in the appropriate language(s) and formats, including
design documents and test plans.

       1.2    "END USER" means any Licensee customer who is permitted to use the
Software under an agreement with Licensee.

       1.3    "EXECUTABLE  CODE" means the fully compiled  version of a software
program  that can be  executed  by a  computer  and used by an end user  without
further compilation.

       1.4    "SOFTWARE"  means the current  version  only (as of the  Effective
Date) of the Cardiac PET software that Licensee assigned,  sold, transferred and
conveyed to GEMS under the Purchase Agreement,  in Executable Code and in Source
Code formats, along with its associated

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Documentation.  For the  avoidance  of doubt,  the  parties  intend for the term
"Software" to include (without limitation) all of the assets transferred to GEMS
under the Purchase Agreement.

       1.5    "SOURCE  CODE"  means the  human-readable  version  of a  software
program that can be compiled into Executable Code.

       1.6    "UPDATE"  means a revision to the Software  that GEMS  provides to
comply with FDA regulations and safety requirements.


2.     TERM.

       2.1    TERM.  The term of this Agreement will begin on the Effective Date
and will continue in perpetuity.

       2.2    NO TERMINATION. This Agreement shall be perpetual and irrevocable.
In no event will either party have the right to terminate  this Agreement or the
licenses granted herein.  GEMS expressly  covenants and agrees that it shall not
take any action, and shall not attempt in any way, to revoke, cancel,  terminate
or otherwise refute the license to Licensee under this Agreement.


3.     LICENSE.

       3.1    GRANT OF  LICENSE.  GEMS hereby  grants to  Licensee a  worldwide,
perpetual, irrevocable, non-exclusive, royalty-free, transferable, sublicensable
and  fully  paid-up  license  to  use,  reproduce,  make  derivative  works  of,
distribute and otherwise commercially exploit the Software.


       3.2    RESTRICTIONS.  Licensee  acknowledges that both the Source Code of
the  Software  and  any  non-public   information  regarding  the  structure  or
organization  of  the  Software  constitute  valuable  trade  secrets  of  GEMS.
Accordingly,  Licensee agrees to keep secure and not to disclose, disseminate or
otherwise make  available to any third party other than under a  confidentiality
agreement  with  restrictions  at least as  strict  as those  set  forth in this
Agreement (a) the Source Code of the Software (excepting the Source Code already
disclosed  to Hadassha  Hospital  Hospital in  Jerusalem,  Israel,  prior to the
Effective  Date),  (b) any  non-public  information  regarding  the structure or
organization of the Software. For the avoidance of doubt, the parties understand
and agree that  violations of any of these  restrictions  shall not give rise to
any right to terminate,  cancel or revoke any of the license  rights  granted in
Section 3.1.


4.     SUPPORT.

       All  support  services,   including  without   limitation   installation,
training, service or other

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support services for Licensee's customers,  are the sole obligation of Licensee.
GEMS  shall  have  no  support   obligations,   including   without   limitation
installation,  training,  service or other support services,  to Licensee or any
other party under this Agreement.

5.     CONSIDERATION.

       The licenses granted by GEMS to Licensee under this Agreement are partial
consideration for the assignment,  sale,  transfer and conveyance by Licensee to
GEMS of all right,  title and interest in and to the Software under the Purchase
Agreement.  The parties hereto  acknowledge the adequacy and sufficiency of such
consideration.


6.     DISCLAIMER.

       GEMS MAKES NO WARRANTIES,  EXPRESS,  IMPLIED OR STATUTORY,  REGARDING THE
SOFTWARE AND DOCUMENTATION, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR  PURPOSE,  TITLE AND  NON-INFRINGEMENT  OF THIRD PARTY  RIGHTS.
LICENSEE ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS
WARRANTY IN THIS SECTION 6.


7.     LIMITATIONS ON LIABILITY.

       IN NO  EVENT  WILL  GEMS  BE  LIABLE  FOR  ANY  CONSEQUENTIAL,  INDIRECT,
EXEMPLARY,  SPECIAL  OR  INCIDENTAL  DAMAGES,  INCLUDING  ANY LOST  DATA OR LOST
PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT.  LICENSEE ACKNOWLEDGES THAT
THE  CONSIDERATION  PROVIDED IN  CONNECTION  WITH THIS  AGREEMENT  REFLECTS  THE
ALLOCATION  OF RISK SET FORTH IN THIS  AGREEMENT  AND THAT GEMS  WOULD NOT ENTER
INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

       ALL DAMAGES FOR WHICH  LICENSEE IS LIABLE  UNDER THIS  AGREEMENT  WILL BE
SUBJECT TO THAT  CERTAIN  DOLLAR  LIMITATION  SET FORTH IN  SECTION  6.06 OF THE
PURCHASE AGREEMENT.


8.     PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION.

       8.1    PROPRIETARY RIGHTS.

              (A)    GEMS.  All  rights,  title  and  interest  in  and  to  the
Software,  Documentation  and Updates,  if any, and all  worldwide  intellectual
property rights therein,  are the exclusive property of GEMS.  Furthermore,  all
rights,  title and interest in and to any  modification or other derivative work
of the Software developed or otherwise created by or on behalf of

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GEMS,  and all  worldwide  intellectual  property  rights  therein,  will be the
exclusive  property of GEMS.  All rights in and to the  Software  not  expressly
granted to Licensee in this Agreement are reserved by GEMS.

              (B)    LICENSEE.  As between Licensee and GEMS, all rights,  title
and interest in and to any modification or other derivative work of the Software
developed or otherwise  created by or on behalf of Licensee  after the Effective
Date,  and all  worldwide  intellectual  property  rights  therein,  will be the
exclusive property of Licensee.


       8.2    CONFIDENTIALITY  OF  AGREEMENT.  Neither  party will  disclose any
terms  of this  Agreement  to  anyone  other  than  its  affiliates,  attorneys,
accountants,  and other  professional  advisors except (a) as required by law or
(b) pursuant to a mutually  agreeable  press release or (c) in connection with a
contemplated  transfer of such party's business and this Agreement  permitted by
Section 11.6  (Assignment),  provided  that any third party to whom the terms of
this Agreement are to be disclosed signs a confidentiality  agreement reasonably
satisfactory to the other party.


9.     AGREEMENT MANAGER; NOTICES.

       9.1    MANAGERS.  Each party shall  appoint an  agreement  manager as the
point of contact for all matters  relating to the performance of this Agreement.
Licensee' agreement manager shall be GARY BROOKS, or such person's  replacement,
and  GEMS's   agreement   manager  shall  be  LONNIE  MIXON,  or  such  person's
replacement.

       9.2    NOTICE.  Any notice required under this Agreement shall be sent by
fax (with the original to promptly follow by applicable national mail service or
a nationally recognized overnight courier), by a nationally recognized overnight
courier.  Notices will be deemed given on the date delivered to the recipient if
sent by fax or  overnight  courier (it being agreed that the sender shall retain
proof of transmission or delivery, as the case may be). Notices shall be sent to
the persons identified below (or as otherwise directed in writing by a party):

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

                  GEMS:             GE Medical Systems
                                    P.O. Box 414
                                    Milwaukee, WI  53201
                                    Attention:  General Counsel, W-700
                                    Fax:  ______________


A party may change its address or addresses  set forth above by giving the other
party notice of the change.


10.    DISPUTE RESOLUTION.

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

       10.2   In connection  with any Dispute,  the parties  expressly waive and
forego any right to trial by jury.

       10.3   Any Dispute will be resolved first through good faith negotiations
between the agreement managers,  or as necessary the team leader of Licensee and
the executive of GEMS having  responsibility for the sale or use of the Software
involved.

       10.4   If within  sixty  (60)  calendar  days the  parties  are unable to
resolve the Dispute through good faith negotiation, either party may submit such
Dispute for resolution by mediation  pursuant to the Center for Public Resources
Model  Procedure  for  Mediation  of Business  Disputes  as then in effect.  The
mediation  shall be conducted in New York City.  Mediation  will continue for at
least thirty (30) calendar days unless the mediator  chooses to withdraw sooner.
At the  request  of either  party,  the  mediator  will be asked to  provide  an
evaluation of the Dispute and the parties' relative positions.  Each party shall
bear its own costs of mediation effort.

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       10.5   After  completion of any mediation  effort, a party may submit the
Dispute  for  resolution  by  arbitration   pursuant  to  the   Non-Administered
Arbitration  Rules of the  Center  for  Public  Resources  as in  effect  on the
Effective Date, unless the parties agree to adopt such rules as in effect at the
time  of the  arbitration.  The  arbitral  tribunal  shall  be  composed  of one
arbitrator;  and the  arbitration  shall be conducted  in New York City.  If the
answer to the  Dispute  is not found  within  the terms of this  Agreement,  the
arbitrator  shall  determine the Dispute in accordance with the governing law of
this  Agreement,  without  giving  effect to any  conflict of law rules or other
rules that might render such law  inapplicable  or  unavailable.  The prevailing
party in any arbitration  conducted under this Section 10.5 shall be entitled to
recover  from the other  party  (as part of the  arbitral  award or  order)  its
reasonable attorneys' fees and other costs of arbitration.

       10.6   The law applicable to the validity of this arbitration  provision,
the conduct of the arbitration,  the challenge to or enforcement of any arbitral
award or order or any other  question of arbitration  law or procedure  shall be
governed  exclusively by the Federal  Arbitration  Act, 9 U.S.C.  sections 1-16;
however,  the award can be modified  or vacated on grounds  cited in the Federal
Arbitration  Act or if the  arbitrator's  findings of facts are not supported by
substantial  evidence or the  conclusions of law are erroneous under the laws of
the State of New York.  The  parties  agree that the  federal  and state  courts
located  in the State of New York  shall have  exclusive  jurisdiction  over any
action brought to enforce this arbitration provision, and each party irrevocably
submits  to the  jurisdiction  of said  courts.  Notwithstanding  the  foregoing
sentence,  either  party  may  apply  to any  court of  competent  jurisdiction,
wherever situated, for enforcement of any judgment on an arbitral award.

       10.7   Each party hereby consents to a single,  consolidated  arbitration
proceeding of multiple claims,  or claims  involving more than two parties.  The
prevailing  party or parties in any  arbitration  conducted under this paragraph
shall be  entitled  to recover  from the other  party or parties (as part of the
arbitral  award or  order)  its or their  reasonable  attorneys'  fees and other
reasonable costs of arbitration.


11.    MISCELLANEOUS.

       11.1   GOVERNING LAW. The parties expressly  acknowledge that the laws of
the state of New York,  except its  conflict  of law  rules,  will  govern  this
Agreement and any Dispute hereunder.

       11.2   ENTIRE  AGREEMENT.  This  Agreement and the  Attachments  attached
hereto are the  complete  and  exclusive  statement of the terms of the contract
between the parties.  It may be modified only in writing signed by both parties.
No prior proposals,  statements, course of dealing or usage of the trade will be
part of this Agreement.

       11.3   HEADINGS.  The  headings  in this  Agreement  are for  purposes of
convenience and

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ease of reference  only and shall not be construed to limit or otherwise  effect
the meaning of any part of this Agreement.

       11.4   WAIVER.  Any  waiver  of a  breach  of this  Agreement  must be in
writing and signed by the injured party.  The failure of either party to enforce
any  provision of this  Agreement  shall not be construed to be a waiver of such
provision,  nor in any way to affect the validity of this  Agreement or any part
hereof or the right of any  party  thereafter  to  enforce  each and every  such
provision.

       11.5   SEVERABILITY.  Wherever possible, each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable law.  However,  if any one or more of the provisions  shall,  for any
reason,  be held to be invalid,  illegal or unenforceable  in any respect,  such
provision  shall be ineffective to the extent,  but only to the extent,  of such
invalidity, illegality or unenforceability without invalidating the remainder of
such  invalid,  illegal or  unenforceable  provision or  provisions or any other
provisions hereof, unless such a construction would be unreasonable.

       11.6   ASSIGNMENT.  This  Agreement  is personal to the parties and shall
not be assignable by either party without the prior written consent of the other
party. Notwithstanding the foregoing, GEMS may assign its rights and obligations
under this Agreement without  Licensee's  consent (a) to an affiliate of GEMS or
(b) incident to the transfer of all or  substantially  all of its business,  and
Licensee  may  assign its rights and  obligations  under this  Agreement  to any
purchaser of all or substantially all its business related to the Software. This
Agreement  shall be binding  upon and shall  inure to the benefit of the parties
hereto and their respective heirs, successors and permitted assigns.

       11.7   RELATIONSHIP  OF THE  PARTIES.  The  relationship  of the  parties
hereunder  shall be that of independent  contractors.  Nothing in this Agreement
shall be deemed to create a partnership,  joint venture or similar  relationship
between the  parties,  and no party shall be deemed to be the agent of the other
party.

       11.8   PUBLICITY.  Licensee shall not issue any press release, use any of
GEMS' other products or its name in promotional  activity, or otherwise publicly
announce or comment on this Agreement, without GEMS' prior written consent.

       11.9   COUNTERPARTS.  This  Agreement  may be  executed  in any number of
counterparts,  each of which shall be an original with the same effect as if the
signatures thereto and hereto were upon the same instrument.

                                       7
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       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.


GENERAL ELECTRIC COMPANY                    LICENSEE


By: /s/ Peter Y. Solmssen                   By: /s/ Gary H. Brooks
   -------------------------------              --------------------------------

Name: Peter Y. Solmssen                     Name: Gary H. Brooks
     -----------------------------                ------------------------------

Title: Vice President                       Title: Chief Executive Officer
      ----------------------------                 -----------------------------