Exhibit 10.5


    
      

    

    
      	CORPORATE
              NAME 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 owner of the trademark POSITRON in English and Chinese
      (hereinafter referred to as the "POSITRON") for a wide variety of products
      globally (hereinafter referred to as the "Territory"); and

    


    WHEREAS
      Positron holds directly thirty-two point five percent (32.5%) of the registered
      capital of the Company; and

    


    WHEREAS
      the Company desires to use the word POSITRON as part of its corporate name;
      and

    


    


    WHEREAS
      Positron is prepared to grant the Company the right to use the word POSITRON
      as
      part of its corporate name upon the terms and conditions hereinafter set
      forth.

    


    NOW,
      IT IS HEREBY AGREED AS FOLLOWS:

    


    Clause
      1

    


    Positron
      herewith grants to the Company the non-exclusive royalty-free right and license
      to use the word POSITRON as part of its corporate name.

    


    Clause
      2

    


    The
      Company shall strictly comply with the instructions, directions and
      specifications which Positron may give to the Company from time to time with
      respect to the appearance and use of the word POSITRON as part of the Company's
      corporate name.

    


    Clause
      3

    


    Positron
      may in its sole discretion grant to third parties in and outside the People’s
      Republic of China, the right and license to use the word POSITRON in their
      corporate name. If Positron should so request, the Company shall give all
      required assistance to the effect that such third parties can use the word
      POSITRON in their corporate name and in particular the Company shall in such
      case(s) forthwith inform the Registrar of Companies and/or such other
      authorities and other third parties as Positron may direct of its (Company's)
      approval and agreement to the use by such third party or parties of the word
      POSITRON in the corporate name of such third party.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	CORPORATE
              NAME LICENSE
              AGREEMENT


    


    Clause
      4

    


    The
      Company undertakes to render to Positron all assistance which Positron may
      request from time to time in respect of the protection, registration and defense
      of Positron's right in the word POSITRON as part of a corporate name, a
      tradename and/or the trademark POSITRON and other trademarks containing as
      an
      element the word POSITRON in particular in connection with legal proceedings
      against third parties infringing or having infringed Positron's rights in
      respect thereof. 

    


    The
      Company shall inform Positron of each and every infringement of Positron's
      right
      in the word POSITRON as part of a corporate name, a trade name and/or in the
      trademarks referred to in the first sentence of this Clause which comes to
      the
      Company's knowledge. Positron shall in its entire discretion decide whether
      or
      not legal proceedings shall be initiated against third parties infringing
      Positron's abovementioned rights.

    


    Clause
      5

    


    The
      Company shall not become entitled whether by implication, use, registration
      or
      otherwise to any title to the word POSITRON as part of a corporate name, a
      trade
      name and/or as trademark or claim to be the owner of such corporate name, trade
      name or trademark nor by way of use or registration establish title to similar
      or related corporate name, tradenames or trademarks.

    


    Clause
      6

    


    The
      Company is obligated to change its corporate name by deleting therefrom the
      word
      POSITRON at the first request of Positron and shall not replace same by a word
      similar to the word POSITRON and shall see to it that an appropriate decision
      by
      the Policy Board of the Company shall be made and confirmed in writing as soon
      as required by such request.

    


    Clause
      7

    


    The
      Company shall not without Positron's previous consent in writing modify its
      corporate name and/or its objectives and/or field of activity, as long as the
      word POSITRON is part of the corporate name of the Company. In the event the
      right and license granted under this Agreement is revoked or terminated for
      whatever reason, the Company shall immediately thereupon change its corporate
      name in such a manner that it no longer, wholly or partially, contains the
      word
      POSITRON or similar words alone, or as part of another word and furthermore
      the
      Company shall forthwith upon such revocation or termination cease and
      discontinue the use of the word POSITRON or a name similar thereto in any manner
      and in particular the Company shall in such event forthwith cease and
      discontinue the use of stationery, advertising material, publications, name
      plates, vans etc. bearing the word POSITRON or a word similar
      thereto.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	CORPORATE
              NAME LICENSE
              AGREEMENT


    


    Clause
      8

    


    The
      right
      and license granted under this Agreement may be terminated with immediate effect
      by written or telegraphic notice from Positron to the Company in any of the
      following events: if Positron ceases to own directly or indirectly or ceases
      to
      have the right or power to exercise effectively all its rights of ownership
      in
      at least 51% of the issued share capital of the Company or if any of such
      circumstances becomes imminent in the sole judgment of Positron.

    


    Clause
      9

    


    In
      the
      event the Company does not comply with any and all of the provisions of this
      Agreement Positron shall give the Company written notice of such non-compliance
      and the Company shall have 30 days from the receipt of such notice to remedy
      the
      breach. If the breach is not remedied within said 30 days, Positron shall be
      entitled to revoke the right and license granted under this Agreement at any
      time thereafter by giving the Company written notice of such revocation,
      notwithstanding Positron's right to claim damages and/or to cause the Company
      to
      comply with such provisions of the Agreement.

    


    Clause
      10

    


    The
      right
      and licence granted under this Agreement is granted for an unlimited period
      of
      time and, unless previously revoked in accordance with the provisions of Clause
      8 or 9, shall continue unless and until revoked by either party giving three
      months' notice by telegram or notice in writing. In no event the Company can
      claim any indemnification for the termination of this Agreement.

    


    Clause
      11

    


    Neither
      this Agreement nor any rights hereunder may be assigned or otherwise transferred
      by the Company nor shall they inure to the benefit of any liquidator, receiver
      or successor of the Company, whether by operation of law or otherwise without
      the written consent of Positron and any assignment or transfer without such
      consent shall be null and void.

    


    Clause
      12

    


    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.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	CORPORATE
              NAME LICENSE
              AGREEMENT


    


    Clause
      13

    


    All
      disputes arising out of or in connection with this Agreement shall be submitted
      to the competent court in the People’s Republic of China.

    


    IN
      WITNESS WHEREOF
      these
      presents have been signed by the parties hereto in a manner legally binding
      upon
      them on the date first above written.

    


    


    
      	
              POSITRON
                CORPORATION

            	 	
              NEUSOFT
                POSITRON MEDICAL SYSTEMS CO., LTD.

            
	 	 	 
	 	 	 
	
              Authorized
                Signature

            	 	
              Legal
                Representative

            
	
              Name:

            	 	
              Name:

            
	
              Title:

            	 	
              Title:

            


    

     

    4