Exhibit 10.3


    
      

    


    September
      6, 2005

     

    
 

    


    POSITRON
      CORPORATION 

    


    and

    


    NEUSOFT
      POSITRON MEDICAL SYSTEMS CO., LTD.

     

     

    
      

      

    

     

    SOFTWARE
      SUB-LICENSE AGREEMENT

     

     

    
      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    This
      Software Sub-License Agreement (the "Agreement") is entered into on September
      6,
      2005 ("Effective
      Date")
      by and
      between

    


    POSITRON
      CORPORATION, a corporation organized under the laws of Texas, USA and having
      its
      principal office at 1304 Langham Creek Drive Suite 300, Houston, TX 77084,
      USA("Licensor")

    


    And

    


    NEUSOFT
      POSITRON MEDICAL SYSTEMS CO., LTD., a Chinese-foreign equity joint venture
      organized under the laws of the People's Republic of China ("PRC'), having
      its
      principal office at No.2 Xinxiu Street, Hun Nan New District, Shenyang 110179,
      PRC ("Licensee")

    


    Licensor
      and Licensee are hereinafter also referred to individually as "Party" or jointly
      as "Parties".
      

    


    


    RECITALS:

    


    


    WHEREAS,
      Licensor received a worldwide, perpetual, irrevocable, non-exclusive,
      royalty-free, transferable, sub-licensable and fully paid-up license from GE
      Medical Systems Business ("GEMS")
      to
      use, reproduce, make derivative works of, distribute and otherwise commercially
      exploit certain Cardiac PET software in perpetuity under the terms of the
      Software License Agreement between the Licensor and GEMS dated June 29, 2003
      ("Original
      License Agreement");

    


    WHEREAS,
      Neusoft Medical Systems Co., Ltd. ("NMS")
      and
      licensor entered into a Joint Venture Contract ("Joint
      Venture Contract")
      for
      the establishment of Licensee, and agreed hereunder to have Licensor and
      Licensee enter into this Agreement; and

    


    WHEREAS,
      Licensee desires to obtain, and Licensor has agreed to grant, certain license
      rights concerning the above Cardiac PET software according to the terms of
      this
      Agreement.

    


    IT
      IS AGREED AS FOLLOWS

    


    


    ARTICLE
      1

    DEFINITIONS

    


    Section
      1.1.    Unless
      otherwise provided herein, the capitalized words herein shall have the same
      meaning as those of the Joint Venture Contract.

    


    Section
      1.2.    For
      purposes of this Agreement, the following terms have the meanings specified
      or
      referred to in this Section
      1.2.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    "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.

    


    "End
      Uses"
      means
      any Licensee's customer who is permitted to use the Software under asoftware
      license agreement.

    


    "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.

    


    "Improvements"
      shall
      mean any modification, adaptation, invention, or other improvement relating
      to
      any item of the Software or component or part thereof, made during the term
      of
      this Agreement.

    


    "Software"
      shall
      have the same meaning as the word defined in the Original License
      Agreement.

    


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

    


    "Territory"
      means
      the People's Republic of China.

    


    ARTICLE
      2

    LICENSE

    


    Section
      2.1.    Software
      License.
      Subject
      to the provisions of Section
      5.2,
      Licensor hereby agrees to grant Licensee a worldwide, irrevocable, exclusive
      in
      the Territory (non-exclusive outside the Territory) license to use, reproduce,
      make derivative works of, distribute and otherwise commercially expbit the
      Software. Except for the methods or purposes set out above, Licensee may not
      use
      the Software in any other method or for any other purpose. Licensor hereby
      agrees not grant the same or similar license to anyone else covering the
      Territory.

    


    ARTICLE
      3

    ROYALTY
      AND PAYMENT TERMS

    


    Section
      3.1.    Royalty.
      Licensee shall pay US$250,000 as royalty to Licensor within 60 days after the
      Establishment of the Joint Venture (obtaining business license). The foregoing
      payment as royalty shall be the full and complete consideration under this
      Agreement. Except for such royalty, Licensee shall have no obligation to make
      any other payment to Licensor.

    


    Section
      3.2.    Taxes
      and Duties.
      Licensor and Licensee shall be separately responsible for and shall pay all
      taxes, duties, import deposits, assessments and other governmental charges
      designed to them, which are now or hereafter imposed under or by any
      governmental authority or agency, that are (a) associated with the performance
      of its obligations hereunder, or (b) associated with the payment of any amount
      by Licensee to Licensor pursuant to this Agreement; provided, however, that
      Licensor shall be responsible for all withholding taxes on the payment of this
      royalty under Section
      3.1
      above.
      For the avoidance of doubt, the Parties hereby agree that Licensee shall not
      be
      responsible for any taxes, duties, assessments or fees of whatever kind or
      nature levied upon Licensor outside the Territory.


    
      
        
        

      

      
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    ARTICLE
      4

    INTELLECTUAL
      PROPERTY ENFORCEMENT

    


    Section
      4.1.    Enforcement
      of Intellectual Property Rights.
      If
      Licensee believes that any of the intellectual property rights in the Software
      are being infringed or misused by a third party in the Territory, Licensee
      shall
      promptly notify Licensor of such infringement or misuse. Licensor and Licensee
      shall have the right to bring action regarding such infringement or misuse.
      If
      one Party brings such action, the other Party shall provide such assistance
      as
      the Party bringing the action shall request. Further, unless the Parties
      otherwise agree in writing, all damages, profits, awards and royalties obtained
      in connection with such action shall be for the benefit of Licensor and
      Licensee, provided that the Licensor shall reimburse the costs and expenses
      incurred to Licensee in the provision of above assistance.

    


    Section
      4.2.    Maintenance
      of Intellectual Property.
      Licensor shall make and maintain filings (if any) for the protection and
      maintenance of the Software.

    


    ARTICLE
      5

    TERM
      AND TERMINATION

    


    Section
      5.1.    Term.
      This
      Agreement shall take effect from the Effective Date. The term of this Agreement
      shall be ten (10) years and can be automatically extended by another ten (10)
      years without limitation on the time of such extension.

    


    Section
      5.2.    No
      Termination.
      This
      Agreement shall be irrevocable upon execution. In no event will either Party
      have the right to terminate this Agreement or the licenses granted herein.
      Licensor 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. Notwithstanding the foregoing,
      in
      the event the Joint Venture Contract is terminated or Licensee is dissolved,
      the
      license granted to Licensee under this Agreement shall terminate and shall
      be
      assigned to NMS at which time such license shall become non-exclusive in the
      Territory and outside the Territory.

    


    ARTICLE
      6

    CONFIDENTIALITY

    


    Section
      6.1.    Nondisclosure.
      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 Licensor. Accordingly, except for the
      terms
      and conditions as set forth in Section
      9.3,
      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, (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
      2.1.


    
      
        
        

      

      
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    ARTICLE
      7

    INDEMNIFICATION
      AND LIABILITY

    


    Section
      7.1.    Indemnification
      by Licensee.
      Licensee agrees to indemnify, defend and hold Licensor, its officers, directors,
      agents, and employees harmless from and against any and all liabilities,
      damages, losses, expenses, claims, demands, suits, fines or judgments, including
      reasonable attorneys' fees and costs and expenses incidental thereto, which
      may
      be suffered by, accrued against, charged to or recoverable from Licensor, its
      officers, directors, agents, or employees arising out of or in connection with
      Licensee's operations, including, without limitation the use of the Software
      or
      any act, error or omission of Licensee, its officers, directors, agents,
      employees and subcontractors, during the performance of this
      Agreement.

    


    Section
      7.2.    Indemnification
      by Licensor.
      Licensor agrees to indemnify, defend and hold Licensee, its officers, directors,
      agents, and employees harmless from and against any and all liabilities,
      damages, losses, expenses, claims, demands, suits, fines or judgments, including
      reasonable attorneys' fees and costs and expenses incidental thereto, which
      may
      be suffered by, accrued against, charged to or recoverable from Licensee, its
      officers, directors, agents, or employees arising out of or in connection with
      the nature or content of the Software or Documentation, or any act, error or
      omission of Licensoi its officers, directors, agents, employees and
      subcontractors, during the performance of this Agreement.

    


    ARTICLE
      8

    PROPRIETARY
      RIGHTS

    


    Section
      8.1.    Proprietary
      Rights of Licensor.
      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 Licensor,
      and
      all worldwide intellectual property rights therein, will be the exclusive
      property of Licensor. Licensor shall promptly grant Licensee a license
      non-exclusive and royalty free license to use such Improvements anywhere in
      the
      world .

    


    Section
      8.2.    Proprietary
      Rights of Licensee.
      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.

    


    ARTICLE
      9

    MISCELLANEOUS

    


    Section
      9.1.    Amendment
      and Modification.
      This
      Agreement may be amended, modified, or supplemented only by written agreement
      signed by both of the Parties.

    


    Section
      9.2.    Waiver
      of Compliance; Consents.
      Any
      failure of a Party to comply with any obligation, covenant, agreement, or
      condition herein may be waived by the other Party; provided, however, that
      any
      such waiver may be made only by a writing signed by the Party granting such
      waiver, but such waiver or failure to insist upon strict compliance with such
      obligation, covenant, agreement, or condition shall not operate as a waiver
      of,
      or estoppel with respect to, any subsequent or other failure.


    
      
        
        

      

      
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    Section
      9.3.    Assignment.
      This
      Agreement and all of the provisions hereof shall be binding upon and inure
      to
      the benefit of the Parties hereto and their respective successors and permitted
      assigns. Licensee may not assign any of its rights or obligations hereunder
      without the prior written consent of Licensor, except for assignment to NMS
      or
      its Affiliates.

    


    Section
      9.4.    Governing
      Law.
      The
      laws or regulations of the PRC which are officially published and publicly
      available shall apply to and govern the formation, validity, interpretation
      and
      implementation of this Agreement.

    


    Section
      9.5.    Dispute
      Resolution.
      Any
      dispute arising from, out of or in connection with this Agreement shall be
      settled through friendly consultations between the Parties. Such consultations
      shall begin immediately after a Party has delivered to the other Party a written
      request for such consultation. If within forty-five (45) days following the
      date
      on which such notice is given, the dispute cannot be settled through
      consultations, the dispute shall, upon the request of any Party with notice
      to
      the other Party, be submitted to arbitration at the China International Economic
      and Trade Arbitration Commission at Beijing, PRC. The arbitration proceedings
      shall be conducted in Chinese. The arbitration tribunal shall apply the rules
      of
      the China International Economic and Trade Arbitration Commission in effect
      on
      the date of the dispute be submitted. The arbitral award shall be final and
      binding upon all Parties, not subject to any appeal, and shall deal with the
      question of costs of arbitration and all matters related thereto.

    


    Section
      9.6.    Counterparts.
      This
      Agreement may be executed in four (4) counterparts, each of which shall be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument

    


    Section
      9.7.    Notices.
      Unless
      otherwise specified, whenever this Agreement requires or permits any consent,
      approval, notice, request, or demand from one Party to another, that
      communication must be in writing to be effective and is deemed to have been
      given if by certified or registered mail, on the third business day after it
      is
      enclosed in an envelope and properly addressed, stamped, sealed, and deposited
      in the appropriate official postal service with a return receipt requested.
      Until changed by notice pursuant to this Agreement, the addresses for the
      Parties are set forth above in the introductory paragraph.

    


    Section
      9.8.    Headings.
      The
      article and section headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretation
      of
      this Agreement.

    


    Section
      9.9.    Entire
      Agreement.
      This
      Agreement embodies the entire agreement and understanding of the Parties hereto
      in respect of the subject matter contained herein. This Agreement supersedes
      all
      prior agreements and understandings between the Parties with respect to the
      subject matter contained herein.

    


    Section
      9.10.         Severability.
      If any
      one or more provisions contained in this Agreement shall, for any reason, be
      held to be invalid, illegal, or unenforceable in any respect, such invalidity,
      illegality, or unenforceability shall not affect any other provision of this
      Agreement, but this Agreement shall be construed as if such invalid, illegal,
      or
      unenforceable provision had never been contained herein.


    
      
        
        

      

      
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    Section
      9.11.         Language.
      This
      Agreement is executed in English and Chinese and both language versions shall
      have equal validity.

    


    Section
      9.12.         Government
      Filing.
      Licensee shall handle the filing procedures in connection with importation
      of
      technology and the exclusive license of the Software (if any), and Licensor
      shall provide all reasonable assistance.

    


    Section
      9.13.         Force
      Majeure.
      In the
      event of earthquake, typhoon, flood, fire, war, computer virus, loophole in
      the
      design of tooling software, internet encountering a hacker, change of policies
      of laws, and other unforeseeable or unpreventable or unavoidable event of force
      majeure, which directly prevents a Party from performing this Agreement or
      performing the same on the agreed condition, the Party encountering such as
      force majeure event shall forthwith issue a notice by a facsimile and, within
      thirty (30) days, present the documents proving the details of such force
      majeure event and the reasons for which this Agreement is unable to be performed
      or is required to be postponed in its performance, and such proving documents
      shall be issued by the notarial office of the area where such force majeure
      event takes place. The Parties shall consult each other and decide whether
      this
      Agreement shall be waived in part or postponed in its performance with regard
      to
      the extent of impact of such force majeure event on the performance of this
      Agreement.

    


    IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
      as
      of the date above written.

    

      
        
          
          

        

        
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Signature
      Page

    


    
      	
              POSITRON
                CORPORATION

            
	 	 	 
	
              By:

            	 
	 	 	 
	 	
              Name:

            	 
	 	 	 
	 	
              Title:

            	 
	 	 	 
	 	 	 
	 	 	 
	
              NEUSOFT
                POSITRON MEDICAL SYSTEMS CO., LTD.

            
	 	 	 
	
              By:

            	 
	 	 	 
	 	
              Name:

            	 
	 	 	 
	 	
              Title:

            	 


    

    
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