Swissray [LOGO]

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   Swissray Medical Systems, Inc.
   a company of Swissray International, Inc.

 AUTHORIZED DISTRIBUTOR AGREEMENT

     THIS AGREEMENT (the  "Agreement")  is made effective the day of, 19, by and
between  Swissray  America,  Inc.  an  ______________  corporation,  having  its
principal  place of  business  at 5801  Soundview  Drive,  Suite 50, Gig Harbor,
Washington  98335 (which with its successors  and assigns is hereinafter  called
"Swissray") and

MEDIKA EQUIPOS MEDICOS, INC.
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(Distributor's Full Legal Name)

Corporation
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(state whether an individual, partnership or corporation)

Puerto Rico
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(if a corporation, show name of state in which incorporated)

__________________, having its principal place of business at
(DBA, if different from legal name)

PO Box 360888
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                                (Street Address)

San Juan PR  00936-0888
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(City/Town)                     (State)                              (Zip)

(which,  with its  successors  and  permitted  assigns,  is  hereinafter  called
"Distributor").

                                   BACKGROUND

     A.  Swissray is engaged in, among other  things,  the design,  development,
manufacture,  sale and distribution of high quality diagnostic imaging equipment
to the medical profession,  hospitals, clinics, national accounts and government
purchasers and has  established a quality image and goodwill among  consumers in
the diagnostic imaging marketplace.

     B. Swissray  desires to appoint a limited  number of  Distributors  to sell
certain Swissray products and accessories thereto (hereinafter  individually and
collectively called "Swissray  Products" or "Products").  Distributor desires to
be appointed as an  authorized  Swissray  Distributor,  and hereby  warrants and
represents to Swissray that it shall at all times meet each of its  requirements
and obligations set forth in this Agreement.

     C.  Based  upon  the  foregoing,  and in  reliance  thereon,  Swissray  and
Distributor agree as follows:


     Swissray Medical Systems, Inc.
     5801 Soundview Drive. Suite 50
     Gig Harbor, WA 98335, USA
     Phone  353 858 3330
     Fax 253 858 2777


<PAGE>


     2.6 Consumer Relations and Trade Practices.

          2.6.1 Distributor shall conduct its business operations in such manner
     so as to promote good customer relations.

          2.6.2  Distributor shall at no time engage in "bait and switch" or any
     other unfair or deceptive trade practice with respect to Swissray Products,
     and  shall  make  no  false,  misleading  or  disparaging   representations
     concerning Swissray or the Products in advertisements or otherwise.

          2.6.3 Distributor shall make no representations to customers or to the
     trade with respect to the  specifications or features of Swissray Products,
     except such as may be approved in writing or published by Swissray.

          2.6.4  Distributor  shall  advise  Swissray  promptly  concerning  any
     information  that may come to its  attention as to charges,  complaints  or
     claims about Swissray Products by Distributor's customers or other persons.

          2.6.5  Distributor will not imitate  Swissray  products or infringe in
     any way upon  Swissray's  trademarks,  trade  dress  or other  intellectual
     property,  and will not involve itself in any way in the sale of imitations
     of Products or the sale of any  Swissray-brand  products  not  intended for
     sale in the United States (i.e., gray market goods).

     2.7 Distributor Reports.

     From time to time  Swissray may ask  Distributor  to prepare and forward to
Swissray reports relevant to Distributor's business regarding Swissray Products.
All reports  submitted  by  Distributor  will become the  property of  Swissray.
Swissray will use reports submitted by Distributor only for Swissray's  internal
purposes in connection  with this Agreement and for no other  purpose.  Swissray
shall not  disclose  such  reports  to third  parties  except  its  professional
advisors and then only in connection with this Agreement.

     2.8 Compliance with Laws.

     Distributor  and Swissray shall comply with all applicable  federal,  state
and local laws and regulations in performing its duties  hereunder and in any of
its dealings with Swissray Products.

3    SUPPORT BY SWISSRAY

     Swissray shall provide Distributor with support, as follows:

     3.1 Swissray shall maintain such promotional programs as it believes in its
sole, absolute judgment will enhance the sale of the Products.

     3.2 Swissray  shall,  from time to time,  make sales  literature  and other
promotional materials available to Distributor.


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<PAGE>


     3.3 Swissray shall maintain a network of authorized service centers,  which
shall provide both in-warranty and out-of-warranty services to consumers.

     3.4 Swissray shall,  as may be necessary or appropriate  from time to time,
provide technical assistance to Distributor concerning Swissray Products.

     3.5 From time to time  Swissray may suggest the level of resale  pricing of
Products. However, Distributor's resale prices, and its sales policies, shall be
established solely by Distributor, and Swissray, its employees and agents retain
no control of such resale prices or sales policies.

4    GOVERNING TERMS AND CONDITIONS; PRICES, ORDERING AND FINANCIAL REQUIREMENTS

     4.1 For  purposes of this  Agreement,  "Terms of Sale" shall mean the terms
set forth in Exhibit C,  annexed  hereto,  and found on the reverse side of each
Swissray  invoice,  as such  Terms  of Sale  may be  replaced,  supplemented  or
modified,  and "Price  Schedules"  shall mean the  Swissray  Confidential  Price
Schedules as are issued and replaced, supplemented or modified from time to time
by Swissray.  The Terms of Sale, Price Schedules are collectively referred to as
the  "Terms  and  Prices."  The  terms and  conditions  solely  and  exclusively
governing  the  relationship  of the parties to this  Agreement  and the sale of
Products to  Distributor  will be as set forth in this Agreement and in both the
Swissray Terms of Sale, and Price  Schedules,  as applicable.  The provisions of
this Agreement and the Terms and Prices are cumulative.  Nevertheless, except as
specifically  stated in this Agreement to the contrary,  and except with respect
to  this  paragraph  4.1  which  shall  be  paramount,   in  the  event  of  any
irreconcilable  conflict  between this  Agreement and the Terms and Prices,  the
latter will prevail.

     4.2 From time to time,  Swissray may issue policies relating to the sale of
Products  including,  without  limitation,  policies  covering  credit  matters,
product repair or replacement or product returns; it may also issue from time to
time special programs  containing terms and conditions of sale which temporarily
add to or deviate in part or in whole from the Terms and Prices. Such additional
or different  terms and  conditions,  while in effect,  supersede  the Terms and
Prices to the extent of any  conflict  with them.  Upon their  issuance,  and as
replaced,  supplemented  or  modified,  such  policies  and such  additional  or
different terms and conditions will be deemed a part of the Terms and Prices and
will be binding upon Swissray and  Distributor  with respect to orders  accepted
after their issuance.

     4.3 Distributor will,  purchase  Products at Swissray's  standard prices as
set forth in the Price Schedules in effect at the time the order is placed, less
all  applicable  discounts and  allowances as set forth in the Terms and Prices.
Prices,  less such  discounts and  allowances,  shall be set forth on Swissray's
invoice to Distributor.  Notwithstanding  anything to the contrary,  all prices,
discounts and  allowances  are subject to change by Swissray upon their issuance
and without advance notice.

     4.4  Distributor  will order  Products  from  Swissray in  accordance  with
ordering  procedures  established  by Swissray  from time to time.  All purchase
orders must be submitted by Distributor in writing to Swissray's sales


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representative  or,  if a sales  representative  is not  involved,  directly  to
Swissray. Telephone purchase orders must be confirmed in writing. All orders are
subject to acceptance in writing at Swissray's principal place of business.  Any
shipment of Products to  Distributor  in whole or in partial  fulfillment of any
purchase order of Distributor  will not be deemed to constitute an acceptance by
Swissray of any of the terms and conditions of such purchase order, except as to
identification  of  Products  and  the  quantities  involved,  unless  otherwise
expressly  agreed to in  writing by  Swissray.  Swissray  reserves  the right to
accept or reject  orders in whole or in part in its sole,  absolute  discretion.
Swissray  shall also have the right in its sole,  absolute  discretion to cancel
any   backorders   even  if  such  orders  have  been  accepted   previously  by
acknowledgment, partial shipment or otherwise.

     4.5 Distributor  represents and warrants to Swissray that it is in good and
substantial  financial  condition  and is able to pay all  bills  when  due.  At
Swissray's request, Distributor shall furnish financial statements or additional
information as may be necessary or  appropriate to enable  Swissray to determine
Distributor's creditworthiness.

     4.6 Sales  will be made on the  credit  terms in effect at the time that an
order is accepted.  Swissray shall have the right to establish credit limits for
Distributor.  If Distributor  becomes delinquent in payment obligations or other
credit or financial requirements  established by Swissray, or, if in the opinion
of Swissray,  Distributor's  credit becomes impaired,  Swissray may from time to
time at its sole,  absolute  discretion,  in  addition to any rights or remedies
provided by  applicable  law or the Terms of Sale,  alter  Distributor's  credit
limits (or other financial  requirements  established by Swissray) and take such
actions as it may deem necessary to protect its financial position.

     4.7  Swissray's   standard   terms  and  conditions   shall  apply  to  all
transactions. (See attached Swissray Terms and Conditions)

5    CHANGES IN PRODUCTS, PARTS OR POLICIES

     Unless otherwise provided by applicable laws, Swissray may at any time add,
change or cease making  available any of the Products or parts  without  advance
notice to  Distributor,  and  Swissray  shall not be liable to  Distributor  for
failure to furnish the Products or parts of the model, design or type previously
sold.

6    DURATION OF AGREEMENT AND TERMINATION

     6.1 Unless  earlier  terminated as provided  below,  this  Agreement  shall
remain  in effect  from one (1) year next  following  the date upon  which  this
Agreement  becomes  effective as set forth on the first page of this  Agreement.
This  Agreement  may be renewed for one or more  one-year  periods if each party
hereto  gives  written  notice of such  intent to the other  party not less than
sixty (60) days prior to the  expiration of the initial or any renewal term. If,
after the  expiration of the initial or any renewal term,  the Agreement has not
been renewed as above provided, and if the parties nonetheless continue to


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<PAGE>


do business,  then the Agreement  will continue in effect  subject to all of its
terms and conditions  except that either party shall have the right to terminate
the  Agreement  with or without  cause,  for any  reason or for no reason,  upon
thirty (30) days written notice to the other party.

     6.2 This Agreement may be terminated prospectively as follows:

          6.2.1  Distributor  may terminate this Agreement at any time,  with or
     without  cause,  for any reason of for no reason,  on 30 days prior written
     notice to  Swissray  or upon 15 days prior  written  notice as  provided in
     paragraphs 1.01, 2.04(c), above, or 11.07, below.

          6.2.2 Swissray may terminate this Agreement as follows:

          6.2.2.1 Swissray may terminate this Agreement by giving Distributor 30
     days prior  written  notice in the event  Distributor  will have  failed to
     fulfill  or  perform  any  one  or  more  of  the  duties,  obligations  or
     responsibilities  undertaken by it pursuant to paragraphs 2, 5.06 and 11.01
     of this  Agreement and  paragraphs 2, 5 (except with respect to non-payment
     provided for in paragraph  7.02(b)(ii)(4),  below] and 6(c) of the Terms of
     Sale,  or in the event of any change of which  Distributor  is  required to
     notify Swissray pursuant to paragraph 11.09 of this Agreement,  except that
     Swissray may terminate  this Agreement upon 15 days prior written notice as
     provided in paragraph 2.04(c), above.

          6.2.2.2  Swissray may terminate this Agreement by giving  Distributor
     written notice, effective immediately, in any of the following events:

          6.2.2.2.1  If  Distributor  has  continued  in  default  of any  duty,
     obligation  or  responsibility  (other  than as provided  for in  paragraph
     7.02(b)(i),  above, or other than as provided for in this paragraph 7.02(b)
     (ii)] imposed on it by this  Agreement,  for 30 days after  Swissray  gives
     written notice to Distributor of such default;

          6.2.2.2.2 Any assignment or attempted assignment by Distributor of any
     interest in this  Agreement,  or any  violation  of  paragraph  8, below in
     connection with a bulk sale or transfer;

          6.2.2.2,3 If Distributor becomes insolvent, files or has filed against
     it a petition in bankruptcy,  makes a general assignment for the benefit of
     its creditors or has a receiver or trustee  appointed for its business or a
     substantial portion of its properties;

          6.2.2.2.4 If Distributor  defaults in the payment of any  indebtedness
     to Swissray  when and as the same becomes due and payable,  if such default
     has continued for a period of 10 days after written  notice of such default
     is given to Distributor; or

          6.2.2.2.5 If Distributor makes a material false representation, report
     or claim in connection with the business  relationship  of the parties,  or
     engages in fraud or criminal misconduct.


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<PAGE>


     6.3  Termination  of this Agreement by Swissray for cause or termination by
Distributor with or without cause shall automatically accelerate the due date of
all invoices for Swissray Products so that they shall become immediately due and
payable as set forth in paragraph 5 of the Terms of Sale on the  effective  date
of termination, even if longer terms had been previously agreed to.

     6.4  Termination  of this  Agreement  by either  party shall  automatically
cancel all open orders  without  liability.  In the event of termination of this
Agreement by either  party with  advance  notice,  Swissray  shall,  at its sole
option,  be  entitled  to  reject  all or  part  of  any  orders  received  from
Distributor  after  notice  but  prior  to the  effective  date of  termination.
Notwithstanding  any credit terms made  available to  Distributor  prior to that
time, any Swissray  Products  shipped during said final period shall be paid for
by certified or cashier's check prior to shipment.

     6.5 Within ten (10) days  following the effective  date of  termination  of
this  Agreement,  Distributor  shall  submit  to  Swissray  a list  of all  new,
undamaged and current Swissray Products owned by Distributor as of the effective
date of  termination.  Swissray  shall  have the  option in its  sole,  absolute
discretion to repurchase  (but shall not be obligated to repurchase)  any or all
of the Products upon  providing  written  notice of its intention to Distributor
within  thirty  (30)  days  after  receipt  of the  list  of the  Products  from
Distributor.  Upon  receipt of notice  that  Swissray  intends to  exercise  its
repurchase option,  Distributor will cause the Products selected by Swissray for
repurchase to be delivered to such place(s) in the United States as Swissray may
designate,  freight  pre-paid.  Swissray  shall  have the right to  inspect  all
returned  merchandise before  establishing  final disposition.  Upon inspection,
Swissray shall be entitled to reject and return to Distributor, freight collect,
any of the  Products  which,  in  Swissray's  sole,  absolute  judgment,  are in
unacceptable condition.  Distributor shall be credited for any accepted Swissray
Products at the lower of: (i) the net invoice  prices at which the Products were
originally purchased by Distributor, less any allowances which Swissray may have
given  Distributor  on  account  of the  Products;  or (ii) the  price  for such
Products prevailing at the effective date of termination of this Agreement, and,
in both cases, less the costs of repair,  refurbishing or repackaging, as may be
necessary,  and a minimum  fee for  restocking  equal to 15% of the net  invoice
price credited to Distributor for returned Products.

     6.6 Neither  Swissray nor Distributor  shall be liable to the other because
of the termination of this Agreement  (regardless of the circumstances  thereof)
for  compensation,  reimbursement  or  damages of any kind,  including,  without
limitation,  damages  because  of loss of  prospective  profits  or  because  of
expenditures,  investments,  leases or any other  types of  commitments  made in
connection  with the  business of either of them.  In the event of  termination,
Distributor shall remain liable for all outstanding invoices and unpaid accounts
and Swissray shall remain liable for all credits due to Distributor with respect
to requests for credit  submitted by Distributor  prior to termination or within
ninety (90) days thereafter.

     6.7 Upon termination of this Agreement, each party shall immediately:


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          6.7.1 Discontinue any and all use of the trademark of the other party,
     including such use in advertising or business  materials of the other party
     (except as necessary to sell Products remaining in Distributor's  inventory
     after termination,  but in no event more than one hundred twenty (120) days
     after termination; and

          6.7.2  Remove  or  obliterate  any  and  all  signs  which   designate
     Distributor  as an  authorized  Swissray  Distributor  or which include any
     trademark of Swissray,  and cease holding  itself out, in any other manner,
     as an authorized Swissray Distributor; and

          6.7.3  Notify and instruct  publications  and others which may list or
     publish Distributor's name as an authorized Swissray Distributor (including
     telephone  directories,  yellow pages and other  business  directories)  to
     discontinue such listings.

7    ASSIGNMENT

     7.1 Distributor is appointed as an authorized Swissray  Distributor because
of Swissray's confidence in Distributor, which confidence is personal in nature.
Distributor may not assign, transfer or sell its rights under this Agreement (or
delegate  its  obligations  hereunder)  without  the prior  written  consent  of
Swissray, and any attempted assignment, transfer or sale (whether by transfer of
stock,  assets or  otherwise),  absent such written  consent,  shall be null and
void. Subject to these  restrictions,  the provisions of this Agreement shall be
binding  upon and shall inure to the benefit of the parties and their  permitted
assigns.

     7.2  Distributor  shall not sell or otherwise  transfer a major part of its
materials, supplies, merchandise or other inventory or a substantial part of its
equipment  in  connection  with a sale or transfer of  inventory  without  first
giving Swissray prior written notice as required by the Uniform  Commercial Code
and other applicable law.

     7.3  Distributor  shall not consummate any sale or transfer as set forth in
paragraph 7.2, above, unless  contemporaneously  therewith  Distributor pays all
sums due and payable to Swissray as determined in accordance with paragraph 5 of
the Terms of Sale, even if longer payment terms had been previously agreed to.

     7.4 If Distributor shall fail to pay to Swissray all monies due to Swissray
as provided in  paragraph  7.3,  above,  then  proceeds or other  consideration,
tangible or intangible, received by Distributors in connection with the transfer
described in paragraph 7.2,  above,  shall be deemed to be held by the recipient
of such  proceeds  in trust for the  benefit  of  Swissray  to the extent of the
amount due and payable to Swissray as provided in paragraph 7.3,  above.  If the
aforesaid  proceeds or other  consideration  from such sale or transfer  are not
received  directly by Distributor,  then  Distributor  shall cause the person or
other  legal  entity  receiving  such  proceeds  or  consideration  to hold such
proceeds or  consideration in trust for the benefit of Swissray to the extent of
the amount due and payable to Swissray as provided in paragraph 7.3,


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<PAGE>


above.  Such trust shall be subordinate  to a prior security  interest held by a
person financing all or substantially  all of  Distributor's  inventory.  In the
event that a trust arises  hereunder,  Distributor  shall give written notice of
such trust to the buyer or transferee of the materials, supplies, merchandise or
other inventory or equipment described in paragraph 7.2, above, and to Swissray.

     7.5 If Distributor  breaches any of its obligations  under this paragraph 7
and  Swissray is not paid the monies due as provided in  paragraph  7.3,  above,
then, in the event that Swissray chooses to pursue any rights it may have in any
forum in any  jurisdiction  to collect such monies from the  aforesaid  buyer or
transferee of Distributor, Distributor will indemnify and hold Swissray harmless
from and against any and all costs and expenses,  including, without limitation,
reasonable attorneys' fees in connection with such pursuit.

     7.6  Swissray  retains the right to assign  this  contract in the event the
Swissray is sold or merged.

8    MUTUAL RELEASE AND LIMITATIONS ON FUTURE CLAIMS

     8.1 Except as reserved in this paragraph 9.01, upon the mutual execution of
this Agreement, and any renewal thereof,  Swissray and Distributor hereby do and
shall release each other of and from all manner of action and actions, cause and
causes of action, suits, contracts,  controversies,  damages, claims and demands
whatsoever,  known or  unknown,  in law or in  equity,  whether  under  laws and
regulations of federal, state or municipal governments,  under the common law or
otherwise,  which such parties or their  respective  successors  or assigns ever
had, now have,  or which they or any of them  hereafter  can,  shall or may have
against the other party by reason of any matter,  cause or thing whatsoever from
the  beginning  or time  until the date  hereof.  Swissray  reserves  its rights
against  Distributor  for payment with respect to any  outstanding  invoices and
open  accounts  and with  respect to the  protection  of its  trademarks,  other
intellectual  property rights and goodwill,  and Distributor  reserves its right
against  Swissray for any unissued  credits,  for prior accruals for cooperative
advertising,   if   applicable,   for  matters   regarding  the   protection  of
Distributor's trademarks and other intellectual property and for matters arising
out of Swissray's Product liability.  All cooperative advertising claims must be
submitted in accordance with Swissray's cooperative advertising policy.

     8.2 Except as provided  below in this  paragraph  8.2,  both  Swissray  and
Distributor agree that any cause of action or claim hereafter arising out of the
relationship between Swissray and Distributor,  including any cause of action or
claim for alleged breach of this Agreement,  shall be barred unless  arbitration
(as  provided in  paragraph  10,  below) or other  action (if  permitted by this
Agreement)  is  commenced by the  aggrieved  party within one (1) year after the
cause of action or claim first accrues. The aforesaid one (1) year limitation is
in lieu of all other  applicable  statutes of limitation  which may be longer in
duration; however, such one (1) year period shall not apply to any


                                      -10-
<PAGE>


causes of action or claim asserted against  Distributor by Swissray arising from
any  delinquencies  in payment for Swissray  Products or asserted by Distributor
with respect to third-party claims arising out of Swissray's Product liability.

9    ARBITRATION AND GOVERNING LAW

     Except with respect to each party's  indemnity and the other rights of each
party set forth in paragraph  10.5,  below,  the  Arbitration  and Governing Law
provisions of paragraph 10 of the Terms of Sale attached as Exhibit C shall also
govern any  controversy or claim .arising out of or relating to this  Agreement,
to the breach thereof, to the relationship created thereby or to the termination
thereof,  with the additional  provision  that if  Distributor  shall breach the
provisions of paragraph 7 of this  Agreement,  it shall pay all of the costs and
expense of Swissray, including, without limitation,  reasonable attorneys' fees,
in connection with such  arbitration.  The arbitrators  award shall include such
costs  and  expenses.  The  provisions  of  paragraph  9(d) of the Terms of Sale
attached as Exhibit C shall govern any controversy or claim covered by paragraph
10.5, below.

     9.1  The  internal  law  of  the  State  of  New  York,  exclusive  of  its
conflict-of-laws  principles shall govern claims or  controversies  that are not
the subject of arbitration under these Terms, for this purpose, both DISTRIBUTOR
and SWISSRAY hereby.

10   MISCELLANEOUS PROVISIONS

     10.1  Swissray and  Distributor  agree that their  relationship  is that of
buyer and seller  only,  and  Distributor  shall be  considered  an  independent
contractor at all times with respect to its relationship with Swissray.  Nothing
in this Agreement  shall be construed as creating the  relationship  of employer
and employee, master and servant, franchisor and franchisee, principal and agent
or joint venturers between the parties hereto. The relationship  created by this
Agreement  does not create the grant by Swissray of a franchise to  Distributor,
and no federal  or state  franchise  statute,  law,  regulation  or rule will be
deemed  or  construed  to apply  to the  formation,  operation,  administration,
expiration or  termination  of this  Agreement.  Except as authorized in writing
neither  party shall have any express or implied right or authority to assume or
create any obligation on behalf of the other party,  and shall not attempt to do
so.  This  Agreement  does not grant to either  party a license to use any trade
name,  trademark,  service  mark or trade  dress of the  other  party.  Under no
circumstance  shall either  party,  its agents or employees,  be considered  the
agent of the other  party,  its agents and  employees,  and neither  party shall
represent themselves directly or by implication as such.

     10.2 The  failure or refusal by  Swissray  either to insist upon the strict
performance  of any provision of this  Agreement or to exercise any right in any
one or more  instances  or  circumstances  shall not be construed as a waiver or
relinquishment  of such provision or right, nor shall such failure or refusal be
deemed a custom or practice contrary to such provision or right. A waiver of any
provision of this Agreement  must be in writing,  signed by the waiving party to
be effective.


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<PAGE>


     10.3 In the  event  that any of the  provisions  of this  Agreement  or the
application  of any such  provisions to the parties hereto with respect to their
obligations  hereunder  shall be held by a court or other  tribunal of competent
jurisdiction to be unlawful,  invalid,  or void or unenforceable,  the remaining
provisions of this Agreement  shall remain in full force and effect and shall in
no way be affected,  impaired or invalidated.  In the event,  however,  that any
law, order, regulation,  direction, restriction or limitation, or interpretation
thereof,  shall  in  the  judgment  of  either  party  substantially  alter  the
relationship between the parties under this Agreement, or the advantages derived
from such relationship,  such party may request the other party hereto to modify
this  Agreement,  and, if, within  thirty (30) days  subsequent to the making of
such  request,   the  parties  hereto  are  unable  to  agree  upon  a  mutually
satisfactory modification hereof, then either party may terminate this Agreement
without  further  cause on fifteen (15) days prior  written  notice to the other
party.

     10.4 The paragraph  headings  contained  herein are for reference  only and
shall not be considered as substantive  parts of this Agreement.  The use of the
singular or plural form shall include the other form,  and the use of masculine,
feminine or neuter gender shall include the other genders.

     10.5 Each party agrees to and does hereby  indemnify  and hold harmless the
other party and will, at the other party's request,  defend the other party, its
employees and agents, with respect to any claim, demand or liability asserted by
a third party  against  such other party which is based upon any act or omission
by the indemnifying  party  including,  without  limitation,  any breach of this
Agreement,  and from any and all expenses and  liabilities  resulting  therefrom
(including,   without  limitation,   reasonable  attorneys'  fees).  Each  party
acknowledges  that,  should it  breach  any of its  covenants  with  respect  to
trademarks  or other  intellectual  property  rights of the other  party in this
Agreement or in the Terms of Sale attached as Exhibit C, the otter party will be
irreparably  harmed and will be entitled to an injunction  preventing  the other
party from further  breaching  the  Agreement  or the Terms of Sale  attached as
Exhibit C without  any  further or more  particularized  showing of  irreparable
injury.  Such  an  injunction  may  be  applied  for  before  any  Court  having
jurisdiction  thereof.  In any such  proceeding,  the  aggrieved  party  will be
entitled to recover  any  damages it suffers as a result of the other's  breach,
including,  without  limitation,  the  recovery  of  any  costs  and  reasonable
attorneys'  fees  incurred in enforcing  its rights under this  Agreement or the
Terms of Sale attached to Exhibit C.

     10.6 Neither party shall be liable under the  provisions of this  Agreement
for direct or indirect damages (except with respect to Distributor's obligations
to pay for Products) on account of its failure to perform its obligations  under
this  Agreement  on account  of  reasons  beyond  its  absolute,  exclusive  and
unconditional  control,  and in no event  shall  either  party be liable for any
indirect,  special,  incidental,  punitive or consequential  damages, or loss of
profits or financial investments, under any legal theory, sustained by the other
party (or any person  transacting  business with such other party) in connection
with its  obligations  under this Agreement or the  relationship  of the parties
hereunder.


                                      -12-

<PAGE>


     10.7 Nothing contained herein shall be deemed to limit or affect Swissray's
rights  to  modify,  amend or  change,  in any way it deems to be  necessary  or
appropriate,  any  of its  Terms  and  Prices  or its  policies  or  procedures,
regardless of whether or not such modifications, amendments or changes relate to
matters contained in this Agreement; provided that, such modification, amendment
or change is prospective in nature and  Distributor  has received notice of such
modification, amendment or change prior to submitting its purchase order. In the
event that Distributor objects to any such modification, amendment or change, it
may so notify  Swissray  in  writing,  and if within  ten (10) days  after  such
notice,  Swissray and  Distributor  do not reach  agreement  with regard to such
modification, amendment or change, Distributor may terminate this Agreement upon
fifteen (15) days' prior written notice to Swissray

     10.8 Unless otherwise specified in this Agreement,  all notices and demands
of any kind,  which either Swissray or the Distributor may be required or desire
to serve upon the other under the terms of this  Agreement,  shall be in writing
and  shall  be  served  by  personal  delivery  or by mail at  their  respective
addresses  set forth in this  Agreement  or at such  other  addresses  as may be
designated by the parties in writing. If by personal delivery,  service shall be
deemed complete upon such delivery. If by mail, service shall be deemed complete
upon the expiration of the third day after the date of mailing, postage prepaid.

     10.9 This  Agreement has been entered into by Swissray with  Distributor in
reliance upon:

          10.9.l  Distributor's  representation  that  the  following  person(s)
     substantially participate(s) in the ownership of Distributor:


Name                                Address                   % Interest
----                                -------                   ----------

Whiyie Sang                     Guaynabo, P.R.
-----------                     --------------                ----------

-----------                     --------------                ----------

-----------                     --------------                ----------


          l0.9.2 Distributor's  representation that the following person(s) will
     have  full  managerial  authority  and  responsibility  for  the  operating
     management of Distributor in the performance of this Agreement:

Name                               Position
----                               --------

Whiyie Sang                     President
-----------                     --------------

-----------                     --------------

-----------                     -------------- and


<PAGE>


          10.9.3  In  the  event  of  any  contemplated  change  of  controlling
     ownership,  Distributor  will give Swissray  prior written  notice  thereof
     (except in the


                                      -13-
<PAGE>


     event of a change caused by the death of any such person(s),  in which case
     Distributor will give Swissray  immediate  written notice thereof),  but no
     such change or notice thereof will act as a waiver of any right of Swissray
     under this  Agreement or at law unless and until embodied in an appropriate
     written waiver duly executed by the Vice President-Sales of Swissray.

     10.10  This  Agreement  shall be  effective  only  after its  execution  by
Distributor  and its  subsequent  execution  by an  officer of  Swissray  at the
principal office of Swissray.  No other employee or  representative  of Swissray
shall have any right or authority to execute this Agreement or any  modification
or waiver of this Agreement or to bind Swissray to any other agreement.

     11.11 This  Agreement,  together with its Exhibits and any other  documents
incorporated  herein by reference,  constitutes the entire Agreement between the
parties hereto  pertaining to the subject matter hereof.  Any and all written or
oral agreements  heretofore or  contemporaneously  existing  between the parties
pertaining  to the subject  matter of this  Agreement  are  expressly  canceled.
Except as  otherwise  provided  by this  Agreement,  this  Agreement  may not be
altered,  modified, amended or otherwise changed, except by a written instrument
executed by both parties.

     11.12 The rights and remedies of the parties  under this  Agreement and the
Terms, attached as Exhibit C, and Prices are cumulative with rights and remedies
provided at law or in equity.  Even if not expressly  provided in the provisions
of this  Agreement,  the obligations of a party which, if they are to have their
stated effect must survive the termination of this  Agreement,  shall so survive
for the period necessary to give full effect to their stated purpose.

11.13 This Agreement has been executed in multiple  counterparts,  each of which
shall be deemed enforceable without production of the others.

     IN WITNESS WHEREOF,  the parties have executed this Agreement  effective as
of the date and year first hereinabove written.


DISTRIBUTOR                                   Swissray America, Inc.


Medika Equipos Medicos, Inc.                  By:  /s/ ILLEGIBLE
--------------------------------                   -----------------------------
Distributor's Full Legal Name


/s/ Whiyie Sang                               Title: /s/ ILLEGIBLE
--------------------------------                     ---------------------------
Signature


President, Whiyie Sang
--------------------------------
Name--print or type


                                      -14-
<PAGE>


Title:  President
        ------------------------
        Corporate Officer
        (indicate office)


Partner, Proprietor

Dated: October 16, 1998                       Dated:
       -------------------------                     ---------------------------
<PAGE>
Exhibits:



Exhibit A:           Producta and Discounts.
                                  ---------
                             Swissray Add-On Multi System     $450,000
                             Discount as negotiated


Exhibit B:                                Territoriy assignment.:
                             Selected South American markets, Puerto Rico,
                             Caribbean and Mexico

                             Swissray standard  Terms and Conditions
                                  TERMS of Sale

                  1.  TEMS  OF  SALE.   (a)  These  t  and  conditions  of  Sale
Icallectively.  the  -Termes)  govern the sale of products,  parts,  accessories
and/or  services  (collectively,  the  OProductal)  listed  on the  face of this
invoice sold by Swisavey America, Inc. t'SWISSRAY"I to the customer named an the
face of this invoice tthe  -DISTRIBUTORI  I. Any te,-, q and  conditions of sale
proposed by  DISTRXsuTOR  in  connection  with the  purchase  of  Products  from
SWISSRAY  which add to,  vary  from or  conflict  with  these  Terms are  hereby
objected  to,  and  SWISSRAY   @ressly   conditions  its  sale  of  Products  on
DISTRIBUTOR'S  assent  to  these  Terms  notwithstanding  any dif f  erencev  or
additions  in the terms  proposed  by  DRSTRIBUTOR.  DISTRIBUTOR  shall be deemd
conclusively  to have  unconditionally  accepted these Terms by the opening of a
,lettex of credit or other  facility  to pay for  Products;  or by the tender of
payment or advance  payment for  Products,  or by  acceptance  of any  Products,
whether conforming or nonconforming.

                  2-  PRICES.   Prices for Products that axe the subject of this
invoice  are set forth on the face  hereof.  less any  applicable  discount  and
allowances  that  may be  available  to  DISTRIBUTOR  pursuant  to any  SWISSRAY
programs  that may be  applicable.  Prices  &re  exclusive  of all  taxes of any
nature, whether imposed by federal, state, local or foreign authority.  All such
taxes shall be for DISTRIBUTORIS account. whether or not collected,  advanced or
paid by SWISSRAY.  and shall be paid by  DISTRIBUTOR  tapon RWISSRAY - s invoice
unless   DISTRIBUTOR   timely  provides  tax  exemption   certificates  in  form
satisfactory to SWISSRAY.





                                      -16-

<PAGE>


                  3.  SHIPMENT.  (a) Delivery and price terms are F.O.B. Factory
(swissray, s shipping point). The method and route of ship@ent are at Swissray's
discretion.  DISTRIBUTOR will bear all costs,  insurance  premiums,  freight and
other charges and expenses  incurred after  SWISSRAY has placed  Products in the
custody of a carrier.  Each shipment of Products  constitutes a separate  sal-e.
whether the  shipment  is in whole or in partial  fulfillment  of  DISTRIBUTORIS
order or confirmation for Products.  (c) If DISTRIBUTOR  defaults in payment for
Products as required by these  Terms,  SWISSRAY may suspend  further  shipments.
Continuation  of shipments does not constitute a waiver of such default.  (d) If
Products are in short supply,  SWISSRAY  reserves the right to allocate shipment
of  orders  and  back  orders  in  any  way it  deems  appropriate  in its  sale
discretion.  (e) All shipments are made at DISTRIBUTOR's risk. Title to and risk
of loss of, or damage to,  Products shall pass to DISTRIBUTOR  when Products are
placed in the custody of a carrier for shipment to  DISTRIBUTOR.  it is the sole
responsibility of DISTRIBUTOR to file all claims for

  shipment  damage or loss with a  carrier.  Failure  by  DISTRIBUTOR  to notify
  SWISSRAY of any  shortages,  defects or damage within ten (10) days  following
  receipt by DISTRIBUTOR of Products will be conclusive  proof that  DISTRIBUTOR
  has received Products without defects or damage, and in the quantity specified
  on the bill of lading.  (9) Date& for delivery of Products are estimates only.
  SWISSRAY  shall not be  responsible  for loss or damage of any kind  resulting
  from delay or inability to deliver,  or failure to deliver,  Products  that is
  caused  directly  or  indirectly  by any  thing  or  event  beyond  SWISSRAY's
  absolute, exclusive and unconditional control. SWISSRAY is not required to use
  overtime  labor or e@nd  monies to cure delay or failure  to  deliver.  In the
  event of any  partial  failure  to  deliver,  SWISSRAY  will have the right to
  receive  payment  @o rata  for  Products  in fact  delivered,  whether  or not
  delivery may have been delayed.

                    4. RE PRODUCTS; CANCELXATION. (a) in no case may Products be
  returned to SWISSRAY without first obtaining  SWISSRAY's written permission or
  upon  conditions  other  than  specified  by  SWISSRAY.  SWISSRAY  assumes  no
  responsibility  for unauthorized  returns.  (b) SWISSRAY reserves the right in
  its sole  discretion  to cancel any  backorders  even if such orders have been
  accepted   previously  by  acknowledgment,   partial  shipment  or  otherwise.
  DISTRIBUTOR  may  cancel  an order for  Products  in whole or in part upon two
  business days' written notice to SWISSRAY prior to shipment.


           S.       PAYMENT AbM COLLECTION. (a) DISTRIBUTOR will pay SWISSRAY
  the full amount of the purchase  price of Products upon the due date set forth
  on the reverse side hereof.  Open  accounts  unpaid beyond such date will bear
  interest at a rate not to exceed the highest rate legally  permissible  in the
  state  of  DISTRIBUTOR'S  domicile.  if  SWISSRAY  retains  an  agency  and/or
  attorneys  to collect  amounts  overdue  after  notifying  DISTRIBUTOR  of its
  intention  to do  so,  all  collection  costs,  including  without  limitation
  reasonable  attorneys'  fees,  shall be  payable  by  DISTRIBUTOR.  (b) Unless
  specifically  authorized  by SWISSRAY in writing,  DISTRIBUTOR  will make full
  payment  of this  invoice  regardless  of any  claim,  counterclaim  or setoff
  DISTRIBUTOR may have against SWISSRAY. Any such claim,  counterclaim or setoff
  shall be resolved exclusively as provided in paragraph 10, below. (5) In the




                                      -17-

<PAGE>


event payment for this invoice becomes past due.  SWISSRAY will have the option,
in  addition to any other  rights it may have,  and in its sole  discretion,  to
cancel or delay  shipment  of  orders of  DISTRIBUTOR  previously  accepted,  to
declare all silm-q owing from  DISTRIBUTOR  to be  immediatel @ due and payable,
and to cancel credit previously extended by SWISSRAY.

                  6.      WARRANTIES. (a) SWISSRAY extends a Limited Warranty on
Products  directly to distributor of Products,  and SWISSRAY will,  from time to
time,  advise  DISTRIBUTOR of the terms and conditions of such Limited Warranty.
(b) SWISSRAY MAKES NO W TIES, GUARANTEES OR REPRESENTATIONS, EXPRESS OR IMPLIED,
TO DISTRIBUTOR  WITH RESPECT TO PRODUCTS.  ALL  WARRANTIES,  EXPRESS OR IMPLIED,
INCLUDING,  WITHOUT  LIMITATION,  ANY IMPLIED WARRANTY OF  MERCHANTABILITY OR OF
FITNESS FOR USE OR FITNESS FOR A  PARTICULAR  PURPOSE.  AND ALL  OBLIGATIONS  TO
DISTRIBUTOR ON 3 F OF SWISSRAY WITH RESPECT TO ANY PRODUCTS ARE HEREBY  EXCLUDED
AND  DISCLAIMED  EXCEPT AS  SWISSP-AY  MAY  UNDSRTAKE  IN A PUBLISHED  POLICY OR
WRITTEN  AGREEMENT WITH  DISTRIBUTOR AT ITS OPTION TO REPAIR OR REPLACE PRODUCTS
THAT ARE FOUND TO BE DEFECTIVE PRIOR TO RESALE BY DISTRIBUTOR. SWISSRAY WILL NOT
BE LIABLE  FOR ANY COST OR EXPENSE  FOR  REPAIR,  INSTALLATION  OR OTHER WORK BY
DISTRIBUTOR  IN CONNECTION  WITH  PRODUCTS.  ic)  DISTRIBUTOR  will not make any
warranties,  representations  or guarantees  to any person,  either orally or in
writing,  in the name or on behalf of SWISSRAY without  SWTSSRAY's prior written
consent,

                  7.  LIMITATION  OF  LUMILITY.  (a) EXCEPT AS  PROVIDED  IN THE
FOLLOWING  PARAGRAPH (b) WITH RESPECT TO DIRECT  DA14AGES  ARISING OUT OF CLAIMS
RELATED TO ORDERS FOR PRODUCTS,  UNDER NO  CIRCUMSTANCE  WILL SWISSRAY BE LIABLE
FOR  ANY  DAMAGES,  INCLUDING  WITHOUT  LIMITATION  DIRECT,  INDIRECT,  SPECIAL.
INCIDENTAL,  PUNITIVE OR CONSEQUENTIAL DAMAGES (EXCEPT FOR CONSEQUENTIAL DAMAGES
RELATING  TO  PERSONAL  INJURY IN  JURISDICTIONS  WHERE SUCH  DAMAGES MAY NOT BE
DISCLAIMED As A MATTER OF LAW AND  THIRD-PARTY  CLAIMS ARISING OUT OF SWRSSRAY'S
PRODUCT  LIABILITY)  OR LOSS OF PROFITS,  UNDER AMY LEGAL  THEORY,  SUSTAINED BY
DISTRIBUTOR,  OR BY ANY PERSON D @ ING WITH DISTRIBUTOR,  IN CONNECTION WITH ANY
ORDER FOR  PRODUCTS  OR THE  PRODUCTS  COVERED  THEREBY.  (b) THE  LIABILITY  OF
SWISSRAY,  IF ANY, FOR DIRECT  DAMAGES IN  CONNECTION  WITH  FILLING  ORDERS FOR
PRODUCTS  IN  ACCORDANCE  WITH  THESE  TERMS,  REGARDLESS  OF  THE  DELIVERY  OR
NON-DELIVERY  OF SUCH  PRODUCTS,  WILL NOT,  IN ANY EVENT,  BE GREATER  THAN THE
ACTUAL PURCHASE PRICE OF PRODUCTS WITH RESPECT TO WHICH SUCH CLAIM IS MADE.

                  8. TPJW DISTRIBUTOR will not use the 'SWISSRAY" name or any of
the other  intellectual  property rights of SWISSRAY  without  SWISSRAY's  prior
written  consent,  except that the name,  'SWISSRAY,L  may be used in connection
with the sale of genuine SWISSRAY Products, but only if due regard is given both
to proper  trademark  use and to the ownership by SWISSRAY of its name and mark.
DISTRIBUTOR will not remove or alter any trademark or tradename or serial number
from  any  Products  or  use in  connection  with  Products  any  trademarks  or
tradenames  other than SWISSRAY's or use SWISSRAY's  trademarks or tradenames in
connection with products of others.

                  9.      INTELLECTUAL PROPERTY PROTECTION.  SWISSRAY's sole and
exclusive obligation to DISTRIBUTOR with respect to claims made

                                       18
<PAGE>

against DISTRIBUTOR for alleged  infringement of any patent arising by virtue of
the sale or normal use of unmodified  Products or  allegedinfringement  of other
intellectual  property  (provided that  DISTRI13UTOR has not contributed to such
infringement)  shall be: (a) to defend.  at  SWISSRAY'S,  cost any legal  action
brought  against  DISTRIBUTOR  in  respect  of any such  claim  for such  patent
infringement  and pay all final  judgments  and costs  entered by reason of such
action (provided that SWISSRAY has been given prompt notice and has been allowed
to

deal with and defend any such action from the beginning) ; and (b) at SWISSRAY's
sole  option to do any one or more of the  following:  (i)  settle  the claim of
infringement;  (ii)  procure  for  DISTRIBUTOR  the  right  to use or  sell  the
allegedly infringing Products;  (iii) replace or modify the allegedly infringing
Products  so as to avoid the  alleged  infringement;  or (iv)  refund  the price
actually paid by DISTRIBUTOR to SWISSRAY for the allegedly infringing Products.

                    10.   MMXTRATION AND            LAW.  (a) Fxcept with
resnect to  disputes as to  indebtedness  arising out of the sale of Pro@ucts in
the ard @ ry course of SWISSRAY's  business and disputes  relating Lo SWISSPAY's
intellectual property rights, any and all controversies or claims arising out of
or  relating to these  Terms,  including  without  limitation  claims  asserting
violation of the antitrust laws, shall be settled  exclusively by arbitration in
New York,  New York if the  arbitration  shall be  commenced by SWISSRAY and New
York,  New York if  arbitration  shall be  comenced  by  DISTRIBUTOR,  using the
knerican  Arbitration  Association.  The Arbitration shall be heard before three
arbitrators,  one to be chosen by DI M IBUTOR, one to be chosen by SWISSRAY, and
the third to be chosen by those two arbitrators. (b) The arbitrators shall apply
the  internal  law of the  State of New  York,  excluding  its  conflict-of-laws
principles.  in  determining  the rights,  obligations  and  liabilities  of the
parties. The arbitrators shall not have the power to alter,  modify.  amend. add
to or  subtract  from any of these  Terms,  nor to grant  injunctive  relief  or
punitive  damages  of  any  nature.  In  all  other  respects,   the  Commercial
Arbitration  Rules of the  American  Arbitration  Association  shall  govern the
arbitration.  Judgment  on the award of the  arbitrators  may be  emtered by any
Court  having  jurisdiction  to  do  so,  and  DISTRIBUTOR  and  SWISSRAY  her @
irrevocably  consent  to the  jurisdiction  and venue of the  federal  and state
courts of the  States of New  Jersey and  Nebraska  over  their  person for that
purpose  as well as for any and all other  purposes  in  connection  with  these
Terms,  and waive any defense based upon improper venue,  inconvenient  venue or
lack of  jurisdiction  in  connection  therewith.  (c) The failure or refusal of
either  DISTRIBUTOR  or SWISSRAY to Submit to  arbitration  shall  constitute  a
breach of these Terms and the party resisting  arbitration  shall be required to
pay  the  costs,  including  without  limitation  reasonable  attorneys,   fees,
compelling  the same.  Cc) claims or  controversies  that are not the subject of
arbitration under these Terms shall be governed by the internal law of the State
of New York,  exclusive of its  conflict-of-laws  principles.  For this purpose,
both DISTRIBUTOR and SWISKRAY hereby.


II.  MISCELLKNEOUS  PRMASIONS.  (a) In the event that any of the  provisions  of
these Terms are held by a Court or other tribunal of competent  jurisdiction  to
be unlawful. invalid, void or

                                       19
<PAGE>


  unenforceable. the remaining provisions of these Ter= will rwmin in full force
  and effect and will in no way be affected,  impaired or  invalidated.  (b) The
  failure or refusal by SwissRAY to insist  upon the strict  performance  of any
  provision of these or to @rcise any right in one or more instances will not be
  construed an a waiver of such  provision or right  presently or in the future.
  nor will such  failure or refusal be deemed a custom or  practice  contrary to
  such provision or right.  (c) The paragraph  headings  contained in these Term
  are for reference only and will not be conxide@ as substantive parts of these

  Terms or in their  interpretation  or for any  other  purpose.  The use of the
  singular or plural will include the other form. . (cl) SWISSRAY may assign the
  proceeds  under any  contract to sell  Products to any third party at any time
  without  the  consent of  DISTRIBLITOR.  DISTRI]BL"ROR  shall have no right to
  assign any of its rights or  obligations  with .respect to orders for Products
  without the prior  written  consent of SWISSRAY,  and any attempt to so assign
  shall be null and void-


  Enhibit D!            Swineray Standard Software Warranty


  Soft a  Waz=ant-yz  For a period  of me (1)  yuar  Er= the date of  ah:Llpment
  ovismiray warrants that the software *bell canto= to the specifications not Eo
  @ in the  dommentation.  swiceray,,Lv  &*la  obligation  %,,-der thin warranty
  shall be IbAted to using  reasonable  efforts to ensure o@ cmf@ty ma to supply
  SWer with a  corrected  version of the  Baftmze an soon as  practicable  after
  Buyer has notified  @Aperay of UW  ZLOACOnfommity.  @ffaray @o not @-ramt that
  (1) overat;ico of any of Um software shall be Interrupted or error free,,  (2)
  functions  con@nad in the Software shall operate in Um ewftinations  which may
  be selected  for use by buyer or meet:  I"zlo  -requireftente.  This  warranty
  shall be @fLd it the Software is find without the written consent of @Aperay.


  Exhibit E.-          Swissray s       anty

LXKX2= t OwimAr-ray warrants for a period of me (1) year two= the data of wh@nt,
that egmipmnt shall be free from defects iz material or wor ilp and will achieve
Um functionality  domeribeci in the product documntation provided by Mdearay. AU
tomting of the aqu@nt shall be per:Eo=a4 using @owrar'n ip@ieb*d sipmelfications
text @theds MA test equiamnt.  @ezray,'a solo componsibi3.ity under LM* warranty
shall lm to repair or replace,  at  awlesrayro  cqption.  wW @onento which faila
during the warranty period because oil eL doinct:  in ma-v hilp and/or material.
All. replileamat e@ t: cc parts









                                      -20-