0001140361-05-009586 Sample Contracts

JOINT VENTURE CONTRACT FOR THE ESTABLISHMENT OF Neusoft Positron Medical Systems Co., Ltd. By and between 1. NEUSOFT MEDICAL SYSTEMS CO., LTD. and 2. POSITRON CORPORATION
Joint Venture Contract • November 14th, 2005 • Positron Corp • Electromedical & electrotherapeutic apparatus • Liaoning

THIS JOINT VENTURE CONTRACT is entered into this July 30, 2005, in accordance with the Law of the People's Republic of China on Chinese-Foreign Equity Joint Ventures and the Regulations for the Implementation of the Law of the People's Republic of China on Chinese-Foreign Equity Joint Ventures (hereinafter collectively referred to as the "Joint Venture Law") and other relevant and officially promulgated Chinese laws and regulations by and between:

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September 6, 2005 POSITRON CORPORATION and NEUSOFT POSITRON MEDICAL SYSTEMS CO., LTD.
Software Sub-License Agreement • November 14th, 2005 • Positron Corp • Electromedical & electrotherapeutic apparatus

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")

TECHNOLOGIES CONTRIBUTION AGREEMENT
Technologies Contribution Agreement • November 14th, 2005 • Positron Corp • Electromedical & electrotherapeutic apparatus

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");

TRADE MARK LICENSE AGREEMENT
Trade Mark License Agreement • November 14th, 2005 • Positron Corp • Electromedical & electrotherapeutic apparatus

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

CORPORATE NAME LICENSE AGREEMENT
Corporate Name License Agreement • November 14th, 2005 • Positron Corp • Electromedical & electrotherapeutic apparatus

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

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