Exhibit 10.2


    
      

    


    TECHNOLOGIES
      CONTRIBUTION AGREEMENT

    


    This
      Technologies Contribution Agreement (this "Agreement") is entered into this
      July 30, 2005 by and between:

    


    NEUSOFT
      MEDICAL SYSTEMS CO., LTD,
      a
      limited liability company incorporated under the laws of the P.R.C., with
      registered offices at 11 Lane 3, Wenhua Road, Heping District, Shenyang 110004,
      P.R.C. (hereinafter referred to as "NMS");

    


    AND

    


    POSITRON
      CORPORATION,
      a
      limited liability company incorporated under the laws of Texas of the United
      States of America, with its registered office at 1304 Langham Creek Drive,
      Suite
      300, Houston, TX 77084 USA (hereinafter referred to as "Positron").

    


    NMS
      and
      Positron may hereinafter be referred to individually as a "Party"
      or
      collectively as the "Parties".

    


    WHEREAS,
      each of Positron and NMS is active in researching, developing, manufacturing,
      marketing and/or selling of PET;

    


    WHEREAS,
      the Parties seek to mutually benefit from each other's strengths, and intend
      to
      cooperate in the research, development and manufacturing of PET;

    


    WHEREAS,
      the Parties intend to form an equity joint venture company ("JV")
      to be
      called ________________ in Chinese and "Neusoft Positron Medical Systems Co.,
      Ltd." in English, and entered into the Joint Venture Contract ("Joint
      Venture Contract");

    


    WHEREAS,
      the parties agree that Positron will evaluate the technologies owned by it
      and
      listed in Appendix A ("Technologies")
      and
      will contribute such technologies to the JV as registered capital;

    


    WHEREAS,
      defined terms used herein shall have the same meanings as in the Joint Venture
      Contract.

    


    NOW,
      THEREFORE, the Parties express their intentions as follows:

    


    
      	
              Article
                1

            	
              Positron
                hereby
                represents and warrants that, the Technologies
                are
                owned by it and free from any mortgage, pledge or other third party
                rights. Positron
                hereby
                warrants that it has all legitimate and full title to such Technologies,
                and has the right to contribute the Technologies
                to
                the JV
                as
                registered capital pursuant to the terms and conditions under the
                Joint
                Venture Contract entered
                into by the Parties.
                Positron
                has
                effectively used the Technologies
                at
                the production facilities of its own or of its affiliates. Positron
                warrants
                that the technical documentation relating to the Technologies is
                complete
                and effective.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              Article
                2

            	
              Positron
                shall
                contribute a 451100 undivided interest in the Technologies
                to
                the JV
                as
                the registered capital of the JV.
                Pursuant to the transfer the JV
                shall
                have the right to make, have made. use, sell or otherwise dispose
                of
                products, methods and processes under any and all such Technology,
                without the consent dud without any obligation to account to Positron.
                The Parties
                agree
                that the preliminary price of the Technologies
                is
                US$400,000 (the actual price will be based on the evaluation of the
                Technologies
                by
                a qualified Chinese appraiser jointly retained by NMS
                and
                Positron.

            


    

    


    
      	
              Article
                3

            	
              The
                Parties
                agree
                that Positron
                shall transfer the Technologies
                (including
                any relevant technical documentation) to the JV
                within
                10 days after the Establishment Date, and complete all the relevant
                procedures for transfer and assignment. The transfer shall be consistent
                with the terms of this Agreement and with the Joint Venture
                Contract.

            


    

    


    
      	
              Article
                4

            	
              For
                the avoidance of doubt, the Parties
                hereby
                acknowledge that the JVs
                and Positron's
                joint ownership of the Technologies
                shall
                not give Positron
                the
                right to share the JV's
                profits arising from its use of the Technologies.
                However, Positron
                may,
                as a shareholder of the JV,
                demand dividend distribution from the JV
                according to Clause 17.3 (Profit Distribution) of the Joint
                Venture Contract.

            


    

    


    
      	
              Article
                5

            	
              As
                joint owners of the Technologies,
                neither JV
                nor
                Positron
                shall
                transfer its ownership to the Technologies
                to
                any third party without the prior written consent of the other
                Party,
                unless such consent requirement is waived by the other Party.

            


    

    


    
      	
              Article
                6

            	
              This
                Agreement
                shall
                become effective upon signing and shall terminate after the Technologies
                transfer
                procedures are finished. All other issues relating to the Agreement
                shall
                be handled according to the relevant provision of the Joint
                Venture Contract between
                the Parties.

            


    

    


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

    


    
      	
              POSITRON
                CORPORATION

            	 	
              NEUSOFT
                MEDICAL SYSTEMS CO., LTD.

            
	 	 	 
	
              Authorized
                Signature

            	 	
              Authorized
                Signature

            
	 	 	 
	
              Name:

            	 	
              Name:

            
	 	 	 
	
              Title:

            	 	
              Title:

            


    

    

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

    

     

    Appendix
      A

    


    


    The
      Technologies to be used as contribution by Positron:

    


    
      	 	
              1.

            	
              United
                States Patent No. 5,210,420 Issued May 11,
                1993.

            


    

    Entitled:
      POSITRON EMISSION TOMOGRAPHY SCANNER

    Inventor:
      Ross K. Hartz, et al.

    Assigned
      to Positron Corporation by Assignment recorded December 19, 1991

    


    2.    All
      Trade
      Secrets related to the design and manufacture of Positron's positron emission
      tomography scanner. "Trade
      Secrets"
      means
      any trade secrets, know-how, engineering, production and other designs, all
      source code of the software, API, inventions, discoveries, concepts, ideas,
      methods, processes (including design and manufacturing processes), drawings,
      specifications, formulae, data bases and documentation thereof, technological
      models, algorithms, behavioral models, logic diagrams, schematics, test vectors,
      technical information, documentation, SOPs (including standard testing and
      operating procedures), data and other commercial or technical information that
      derives economic value, actual or potential, from not being generally known
      to,
      and not being readily ascertainable by proper means by, other persons who can
      obtain economic value from its disclosure or use and is the subject of efforts
      that are reasonable under the circumstances to maintain its secrecy and any
      other information that is proprietary or confidential, in each case excluding
      any rights in respect of any of the foregoing that comprise or are protected
      by
      copyrights or patents. The Trade Secrets shall include, but are not limited
      to
      the following:

    


    Hardware
      Bill of Materials

    Software
      Programs

    FDA
      Documents

    Quality
      Assurance

    Instructions
      to Users

    Drawings
      & Diagrams for Manufacturer

    Testing
      Standards

    Training
      Materials

    Manuals

    


    and
      the
      details of which include, but are not limited to, the items set forth on the
      schedules attached hereto.

     

     

    Appendix
      A

    -1-