Exhibit 10.4


    
      

    

    
      	TRADE
              MARK LICENSE AGREEMENT


    


    This
      Agreement is entered into this July 30, 2005 by and between

    


    


    POSITRON
      CORPORATION,
      with
      its registered office at 1304 Langham Creek Drive Suite 300, Houston, TX 77084,
      USA (hereinafter referred to as "Positron")

    


    of
      the
      one part

    


    and

    


    NEUSOFT
      POSITRON MEDICAL SYSTEMS CO., LTD.,
      with
      its registered office at No.
      2
      Xinxiu Street, Hun Nan New District, Shenyang, PRC
      (hereinafter referred to as the "Company")

    


    of
      the
      other part.

    


    


    WHEREAS,
      Positron is the registered proprietor of the trademarks as specified in Annex
      A
      hereto (hereinafter referred to as the "Trade Marks") globally (hereinafter
      referred to as the "Territory");

    


    WHEREAS,
      the
      Company is a joint venture between Positron as one party and Neusoft Medical
      System Co., Ltd. of the People’s Republic of China as another party, established
      pursuant to a joint venture contract concluded on the 30th day of July, 2005
      (the “J.V. Contract”). 

    


    WHEREAS,
      the
      Company desires to use the Trade Marks in the Territory
      upon or
      in relation to Product(s) as specified in the J. V Contract (hereinafter
      referred to as “the Products”) for
      which
      the Trade Marks have been registered,
      respectively in relation to the services to be rendered with respect to the
      Products (hereinafter referred to as the "Services"), and

    


    WHEREAS,
      the
      Company shall observe the standards of quality set by Positron in regard to
      the
      products manufactured and/or sold by them as well as the services rendered
      by
      them; and 

    


    WHEREAS,
      Positron is prepared to grant the Company the right to use the Trade Marks
      upon
      the terms and conditions hereinafter set forth.

    


    


    NOW
      THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

    


    Clause
      1

    


    Positron
      herewith grants to the Company a non-exclusive and indivisible right not capable
      of being transferred, sublicensed or encumbered, either voluntarily or by law,
      to use the Trade Marks in the Territory in connection with and in support of
      its
      business in relation to the Products respectively Services.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	TRADE
              MARK LICENSE AGREEMENT


    


    It
      is
      expressly understood that the Company's right to use the Trade Marks shall
      be
      royalty-free other than as provided for in the J.V. Contract and shall not
      be
      extended to products other than the Products. 

    


    


    Clause
      2

    


    Positron
      will take the necessary steps to have this Agreement registered with the
      Trademark Office and the Company shall render all necessary
      assistance.

    


    Clause
      3

    


    The
      Company shall always strictly comply with the instructions, directions and
      specifications which Positron or its representatives may give from time to
      time
      with regard to the quality, manufacture, packing, advertising and promotion
      of
      the Products which the Company shall put on the market or supply under the
      Trade
      Marks and
      with
      regard to the quality and advertising
      of the Services which the Company shall render, as well as with respect to
      the
      appearance and way of use of the Trade Marks on the Products and the packaging
      material thereof. Unless expressly approved by Positron, the Company shall
      refrain from using the Trade Marks in combination and/or simultaneously with
      any
      other trade mark(s) whatsoever.

    


    The
      Company shall allow Positron
      or its
      representatives to enter its premises at all reasonable times in order to check
      the observance of the stipulations of this Agreement and upon Positron'
      request
      the Company agrees to supply free of charge samples of the Products to be
      delivered under the Trade Marks and of packaging material, advertising and
      promotional material, and stationery.

    


    The
      Company shall also enable Positron
      or its
      representatives to check whether the Services rendered by it are in conformity
      with the stipulations of this Agreement.

    


    Clause
      4

    


    If
      the
      Company does not strictly adhere to the instructions, directions and
      specifications mentioned in Clause 3, or if any other circumstances whatsoever
      should occur under which the rights granted under this Agreement could in any
      way endanger Positron's rights to the Trade Marks, then Positron shall be
      entitled at its option to forthwith revoke or suspend by notice in writing
      the
      Company's rights, in whole or in part, to use the Trade Marks, without prejudice
      to Positron's right to claim complete indemnification. 

    


    Under
      no
      circumstances shall the Company be entitled to claim any indemnification as
      a
      result of the suspension or revocation of this Agreement pursuant to this Clause
      4.

     

    Clause
      5

    


    The
      Company hereby undertakes both during the period of this Agreement and
      thereafter at the request of Positron to render to Positron all assistance
      which
      Positron may require from time to time in respect of the defence of its rights
      in the Trade Marks, including registration and/or maintenance thereof, and
      especially in the event of Positron proceedings against third parties infringing
      or having infringed the rights and titles of Positron in respect of the Trade
      Marks.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	TRADE
              MARK LICENSE AGREEMENT


    


    The
      Company shall report to Positron promptly any infringement of Positron's rights
      in the Trade Marks of which it gets knowledge. Positron shall in its entire
      discretion decide whether or not proceedings shall be conducted against the
      infringing party and shall assume responsibility therefor and control all
      handling, defence or settlement thereof.

    


    In
      the
      event of any claim or litigation by a third party against the Company alleging
      that the use of the Trade Marks infringes any right of such third party, the
      Company shall promptly give notice of such claim or litigation to Positron,
      and
      Positron shall assume responsibility therefor and control all handling, defence
      or settlement thereof.

    


    Clause
      6

    


    The
      Company shall not during the period of this Agreement or thereafter become
      entitled, whether by implication or otherwise, to the Trade Marks nor claim
      to
      be the owner thereof, nor by way of use or registration establish title to
      similar trade marks. 

    


    Clause
      7

    


    This
      Agreement shall become effective as from the date Parties complete the signing
      of the Agreement and shall continue as long as the J.V. Contract will remain
      in
      force, provided always that either party shall be entitled to cancel and revoke
      this Agreement giving three months notice in writing.

    


    Notwithstanding
      what has been provided for in the first para-graph of this Clause 7, this
      Agreement may at any time be forthwith terminated by Positron, in the event
      of
      the control, management, or owners-hip of the Company or its business pas-sing
      into hands other than those now exerci-sing or entitled to the same, either
      voluntarily or by law.

    


    Under
      no
      circumstances shall the Company be entit-led to claim any indemnification as
      a
      result of the termination of this Agreement pursuant to this Clause
      7.

    


    All
      disputes arising out of or in connection with this Agreement shall be submitted
      to the competent courts in the People’s Republic of China. This Agreement shall
      be construed and have effect as an Agreement made in the People’s Republic of
      China and according to the Laws of the People’s Republic of China.

    


    Clause
      8

    


    Upon
      termination of this Agreement Positron shall be entitled to procure immediate
      cancellation of any registration of the rights granted to the Company under
      this
      Agreement and the Company shall render all necessary assistance
      thereto.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	TRADE
              MARK LICENSE AGREEMENT


    


    Clause
      9

    


    Non-Assignment.
      The Company acknowledges and agrees that the rights granted to the Company
      and
      obtained by the Company as a result of or in connection with this Agreement
      are
      license rights only, and nothing contained in this Agreement constitutes or
      shall be construed to be an assignment of any or all of Licensor’s rights in the
      Trademark.

    


    


    IN
      WITNESS WHEREOF, Positron and the Company have caused this Agreement to be
      duly
      executed on their behalf in the manner legally binding upon them.

    


    


    
      	
              POSITRON
                CORPORATION

            	 	
              NEUSOFT
                POSITRON MEDICAL SYSTEMS CO., LTD.

            
	 	 	 
	 	 	 
	
              Authorized
                Signature

            	 	
              Legal
                Representative

            
	
              Name:

            	 	
              Name:

            
	
              Title:

            	 	
              Title:

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	TRADE
              MARK LICENSE AGREEMENT


    


    ANNEX
      A

    


    


    to
      the
      Trade Mark Licence Agreement made as of this 30th day of July, 2005 between
      POSITRON CORPORATION and NEUSOFT POSITRON MEDICAL SYSTEMS CO.,
      LTD.;

    


    By
      "Trade
      Marks" will be understood under said Trade Mark Licence Agreement the following
      trade marks, registered in the
      name
      of POSITRON
      CORPORATION:
      

    


    


    
      	
              Trade
                Mark

            	 	
              Registration
                No.

            	 	
              Status

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    
      	
              POSITRON
                CORPORATION

            	 	
              NEUSOFT
                POSITRON MEDICAL SYSTEMS CO., LTD.

            
	 	 	 
	 	 	 
	
              Authorized
                Signature

            	 	
              Legal
                Representative

            
	
              Name:

            	 	
              Name:

            
	
              Title:

            	 	
              Title:

            


    

     

    5