AGREEMENT No.

                               Concluded between:

Swissray Medical AG                           hereinafter to be called SELLER,
Turbistrasse 25-27,
CH-628 Hochdorf,
Switzerland

                                       And

MINISTRY OF HEALTH                            hereinafter to be called
1-3 , Ministerului St., Sector 1              PURCHASER respectively
Bucharest ROMANIA                             Beneficiary




Whereas



The Ministry of Health of Romania has invited Companies to offer High Technology
Digital Radiology Equipment through a tender procedure.

Swissray's  offer (Annex I) was accompanied  with a financing  proposal from ABN
AMRO Bank N.V. to enable the  Purchaser  to extend the  payment of the  involved
equipment.

Swissray has been granted the order for Lot 4; Direct Digital Radiology,



it has now been agreed between parties as follows:




<PAGE>



ART. 1       OBJECT OF THE AGREEMENT:
             PURCHASE OF DIGITAL RADIOLOGY EQUIPMENT

        1.1  The  Goods:  32  units  of   ddRMulti-System   to  be  supplied are
             described in Annex I which is part of this Agreement.

             The following changes are made to Annex I:
             -        environmental temperature of functioning: +10-+40grd.C
             -        the 80 kW X-ray  Generator  can be set-up  to 65kW or 50kW
                      by  software programming.


ART. 2                    TOTAL VALUE OF THE AGREEMENT

                2.1       The total value of the Agreement is 13'856'000.00  USD
                          (thirteen  million  eight  hundred  fifty six thousand
                          United States dollars).

                          32 units X 433'000.- USD = 13'856'000.- USD


ART. 3                    PRICE CLAUSE

                3.1       The  prices  are firm and no  variations  will be made
                          during  the  validity  of  the  Agreement  The  prices
                          include  cost  for   installation,   warranty-service,
                          transportation,  related insurance,  commissioning and
                          training and exclude all taxes, state charges and fees
                          whatsoever  payable  in  Romania  as well  as  customs
                          clearance costs.


<PAGE>


ART. 4                    PAYMENT CONDITIONS

          4.1.      Payment to be made by Purchaser to Seller in USD as follows:
            o        15% of the  order  amount  by  advance  payment  within  30
                     days  from  entering  into force of the  present  Agreement
                     and of the Loan  Agreements between  Purchaser and ABN AMRO
                     Bank N.V., by  presentation of the following documents:
                     - commercial invoice over 15% of the total agreement amount
                     - copy  of  the  performance  bond  over  10%  of the total
                       agreement amount
                     - copy of the present agreement
                     - copy of the loan agreement


                          o   85% of the order amount against shipping documents
                              and a copy of the loan agreement over 85%, payable
                              under an  Irrevocable  Letter of Credit (see ANNEX
                              II),

                          Seller  will hold full  title to all  equipment  until
                          full and unencumbered payment has been received.

                          Payments to be made to Seller  within the framework of
                          Export Finance  Agreements to be concluded between the
                          Purchaser and ABN AMRO Bank N.V.


<PAGE>

    4.2                   The  Seller  guarantees  the  good  execution  of  the
                          present  agreement with a Performance Bond over 10% of
                          the total amount of this agreement, issued by ABN AMRO
                          Bank N.V., with a validity period of 30 days after the
                          installation of the 32nd equipment.
                          The Performance  Bond will be reimbursed  partially in
                          an amount of 50% of its  total  value,  within 30 days
                          after  presentation  of  the  Acceptance  Certificates
                          (Annex  V)  for  the  first  16  units  delivered  and
                          installed.  After opening of the Performance Bond, the
                          Romanian  Ministry Of Health will  immediately  return
                          the Bid Bond over 600'000.- USD to the issuing bank.






ART. 5.                   DELIVERY TERMS

                5.1.      Delivery schedule is specified in Annex I.
                          Delivery   time begins from the moment this  Agreement
                          is in force  according to Art. 14 hereafter.
                5.2       The  date  of  delivery is the day when transportation
                          documents are issued.
                5.3       Delays  due   to  custom  clearance  in  Romania  will
                          not  be  considered  as  late  delivery  caused by the
                          Seller.
                5.4       The Seller  undertakes  to pack the Goods in  adequate
                          packing materials, suitable to the Goods and the means
                          of transportation.
                5.5       The seller through his representative in Romania
                          "Swissray   Romania   s.r.l."  will  fulfil the custom
                          formalities  in Romania on behalf of the Purchaser.
                5.6       The  Seller will deliver to the  Beneficiary  together
                          with  each  delivered  unit  following  documents  and
                          manuals:
                          -        Copy of the invoice
                          -        Packaging list with contents
                          -        EUR I certificate
                          -        Certificate of origin
                          -        User manuals in English and Romanian
                          -        Technical manuals in English and Romanian

<PAGE>

ART. 6.                   PLACE OF DELIVERY AND RECEPTION

                6.1.      Delivery  of  Goods:  C.l.P.   Beneficiary   Warehouse
                          Romania, on condition the place of destination will be
                          communicated  by  Purchaser  to  Seller  latest at the
                          start   of   the   delivery   according   to  schedule
                          (see Annex I).

                6.2       Benefit  and risk will be  passed  to the  Beneficiary
                          after the Goods  have been  delivered  to the place of
                          destination (Beneficiary warehouse in Romania).

                6.3       .   Reception  of  Goods  will  be   acknowledged   by
                          Beneficiary and Seller representatives after each part
                          delivery  of Goods by  issuing  a Hand  Over  Protocol
                          (Annex IV).
                          Purchaser irrevocably accepts Beneficiary's signatures
                          on the Hand Over  Protocol as having been given in his
                          name and on his behalf with legal effect.


                6.4       Swissray Romania s.r.l. will present  till  the  first
                          delivery  all  legal  requested   authorizations   for
                          functioning (CNCAN and MoH.)


ART. 7.                   GUARANTEE / INSTALLATION / SERVICE.

                7.1.      Product Warranty:
                          Seller  herewith  guarantees  that  the  Goods  to  be
                          supplied under the Agreement  meet the  specifications
                          of the aforesaid Tender. The Goods are new, unused, of
                          the most recent or current models and  incorporate all
                          recent  improvements  in design and  materials  unless
                          provided otherwise in the Agreement. Seller guarantees
                          that the Goods supplied under the Agreement shall have
                          no defect arising from design, material or workmanship
                          or from any act or omission of the Supplier,  that may
                          develop  under normal use of the supplied  Goods.  The
                          Warranty  for each single item shall  remain  valid 12
                          months  from date of issue of  Acceptance  Certificate
                          (Annex  V) or 16  months  after  date of issue of Hand
                          Over Protocol (Annex IV) whichever comes first.

                7.2.      The  Beneficiary  shall  promptly  notify the Seller's
                          representative  in  writing  or by phone of any claims

<PAGE>

                          arising  under  this  Warranty.  Upon  receipt of such
                          notice, Seller shall, within 15 days repair or replace
                          the defective Goods or Parts thereof, without costs to
                          the Purchaser.
                          The reaction  time (visit to  beneficiary)  will be 12
                          hours for  Bucharest  and 24 hours for the rest of the
                          country,  7 days per week.  Delays in reaction time or
                          repair  time  over  72  hours  will  be  added  to the
                          warranty  period. A finding protocol will be signed by
                          both parties.

                7.3.      The  warranty  is not valid for  systems,  options  or
                          spare  parts  which  have  been   subject  to  misuse,
                          accident or  incorrect  wiring or  servicing  by third
                          parties.  Defects caused by improper  installation  by
                          third    parties   or   incorrect   use   of   written
                          recommendations  such as  installation,  operation and
                          service manuals are not covered by Product Warranty.
                          Seller  shall  not  be  liable  for,  and  Beneficiary
                          assumes  responsibility  for, all personal  injury and
                          property   damage   resulting   from   the   handling,
                          possession, use or resale of the Products. In no event
                          shall Seller be liable for incidental or consequential
                          damages,  whether  Beneficiary's claim is in contract,
                          negligence or otherwise.

                7.4.      Service after Warranty:
                          Till the first  delivery the Seller will  establish in
                          Romania an authorized service  organization which will
                          ensure the well  functioning of each unit delivered to
                          the Beneficiary.  In this sense the Seller will supply
                          in  advance  a  detailed   maintenance   and   service
                          equipment  proposal  for the  period  required  by the
                          beneficiary.
                          The effect of  unfulfilment of this clause will be the
                          corresponding  extension of the warranty  period.  The
                          Seller will cover the  expenses  representing  Buyer's
                          interest for the credit of the delayed period.

                7.5.      Spare Parts and Consumable:
                          Seller  guarantees the availability of the spare parts
                          and  consumable  materials  for a  period  of 10 years
                          after the  closing of  manufacturing  concerning  this
                          type of  equipment,  but not less than 15 years  after
                          the expiration of warranty period.

                7.6.      Installation:
                          Purchaser  grants that site of installation  meets the
                          requirements  according  to  Annex I.  Performance  of
                          on-site  installation  of the supplied  Goods shall be
                          carried out under  supervision  of technical  staff of
                          Seller or his  local  representative.  The works  will
                          include:

<PAGE>

                          o       Communication of pre-installation requirements
                                  to the beneficiary,
                          o       Unpacking,
                          o       Assembling,
                          o       Furnishing, installation,
                          o       Start-up and commissioning.
                          o    Interfacing    with   the   work   station   Easy
                          Vision/Philips  where necessary.  Seller shall furnish
                          materials  required for assembly,  installation of the
                          Goods and  connection  of equipment  to main  supplies
                          within the normal range of the equipment  supplied and
                          in accordance with the pre-installation  requirements.
                          During the period of  installation  the hospitals will
                          assure  easy  access to the  equipment  from Monday to
                          Saturday from 8.h till 22.h.

                7.7.      Acceptance Certificate
                7.7.1     When  installation  of an item is completed  this item
                          will be commissioned by both parties on which occasion
                          a  written  Acceptance  Certificate  as per Annex V of
                          this Agreement will be signed by Parties.
                          In the  event  that  the  above  mentioned  Acceptance
                Certificate  will not have been 7.7.2  signed by the  parties of
                the present Agreement within a period of 120 Calendar
                          days (in line with  present  policy of ERG)  after the
                          date of issue of the Hand Over  Protocol  as per Annex
                          IV of this Agreement, Acceptance will automatically be
                          considered as having been made by the  Purchaser  with
                          legal effect.

                7.8.      Seller    guarantees   to  submit  to  Purchaser   any
                          technical  and  quality documentation requested by the
                          competent Romanian Authorities.


ART. 8.                   CLAIMS

                8.1.      The   Beneficiary   shall  proceed  the   quantitative
                          take-over  of  delivered   Goods   immediately   after
                          receipt,  in the presence of the representative of the
                          Carrier and Seller and will issue a Hand Over Protocol
                          settling  the  possible  shortage in  comparison  with
                          shipping  documents  and the events that have occurred
                          during the transportation.

                8.2.      Seller  should   replace the   missing,  damaged   and

<PAGE>

                          deteriorated  Goods  on  his own charge  and  expenses
                          within a reasonable  time  or  at  the  latest  before
                          installation.

                8.3.      Any quality  claim which  arises  during the  warranty
                          period must be made in writing or Phone by Beneficiary
                          to   Seller   representative.   If   Seller   or   its
                          representative  determines  that  any  such  claim  is
                          justified,  Seller will replace the product at no cost
                          to Beneficiary.


ART. 9                    TRAINING
                9.1.      User/Technical training
                          The training for selected and qualified hospital staff
                          will be performed,  under the following conditions:
                          o     Initial  training   will  be   performed  by the
                                manufacturer's  qualified  engineers/specialists
                                or by  engineers  of   Seller   or   his   local
                               representative, at the Time of installation,
                          o    The training  will be organized  differently  for
                               specialized   radiological   staff  and  hospital
                               technicians.  The goal of the training is to give
                               complete  user  knowledge  for  the  radiological
                               staff and sufficient technical background in case
                               of trouble shooting for the technicians.
                          o    The topic of the training  will take into account
                               the knowledge level of each participant.

                          o    Purchaser will inform Seller in writing about the
                               names  of the qualified training participants;
                          o    The training will be conducted in English and all
                               attendants need to have  reasonable  knowledge of
                               the English language. In case the participants do
                               not have this knowledge the hospital will arrange
                               at own cost a professional  translator during the
                               training.
                          o    The  training   will  take  place  during  normal
                               working  hours  on  normal   working  days,   and
                               hospitals  will  assure   accessibility   to  the
                               equipment during office hours.

                9.2.      Purchaser makes available the necessary infrastructure
                          for training purposes.


ART. 10.                  FORCE MAJEURE

                10.1.     The Parties shall not be liable for loss or damage due
                          to delay or  failure  resulting  from any case  beyond
                          their  reasonable  control or due to  compliance  with
                          regulations,  orders,  acts,  instructions or priority

<PAGE>

                          requests of any governmental or regulatory  department
                          or agency, civil or military authority, or due to acts
                          of God, fires,  floods,  inclement  weather,  strikes,
                          lockouts, factory shutdowns or alternations, embargo's
                          wars or riots.


                10.2.     The Force  Majeure  which  hinders one of the Party to
                          fulfill the obligations resulting  from this Agreement
                          may be submitted  to the other Party,  provided   that
                          it should be advised  within 15 days, by a  registered
                          letter  to  which  a  confirmation  is enclosed from a
                          qualified   authority   certifying  the beginning  and
                          the end of Force Majeure and the  circumstances of its
                          occurrence. The case of Force Majeure, which have been
                          communicated to the other Party, as mentioned   above,
                          extend  the  obligation  of  both   Parties  with  the
                          duration of the Force  Majeure.  As a  consequence  of
                          Force   Majeure   no  Party  can  claim  for delay and
                          failure   in   the   fulfillment   of   the  Agreement
                          obligations,  delay charges, interests or of any other
                          indemnities  or participation in the damages caused by
                          Force Majeure.






ART. 11.                  ARBITRATION AND GOVERNING LAW

                11.1.     All  disputes  arising  out of  this  Agreement  or in
                          connection   with  this  Agreement  shall  solely  and
                          finally  be   settled   by  a  court  of   arbitration
                          consisting of three arbitrators in accordance with the
                          rules of Swiss International  Private Law (Chapter 12,
                          "International  Arbitration").  Each  Party  shall  be
                          entitled  to  appoint  one  arbitrator.  The  place of
                          arbitration shall be Zurich.  The court of arbitration
                          shall conduct the proceedings in English.

                11.2.     This  Agreement  shall be subject to and  governed  by
                          Swiss Law. The  UN-Agreement  governing  Provisions on
                          International Agreement of Sales ("Wiener Kaufrecht"),
                          dated April 11 1980, is not applicable.

<PAGE>

ART. 12.                  TRANSFER OF AGREEMENT AND NON-APPLICABILITY

                12.1.     In  the  event  that  individual  provisions  of  this
                          Agreement   should   prove  to  be   inapplicable   or
                          unenforceable  under law, the two Parties  shall agree
                          on alternative  provisions which most nearly equate to
                          the economic purpose of the  inapplicable  provisions.
                          This  shall  not  affect  the   applicability  of  the
                          remainder of the Agreement.


Art. 13                   FORM OF ALTERATIONS OF AGREEMENT

                13.1.     Any  amendments or additions of the present  Agreement
                          are valid only if they were made in  written  form and
                          signed  by both  Parties.  The  present  Agreement  is
                          concluded  and signed in English  and  Romanian,  in 2
                          copies each, two copies for each Party.
                          The English version prevails.


ART. 14                   EFFECTIVE DATE OF AGREEMENT

                14.1      This  Agreement  will  become   valid  and   effective
                          as  soon  as  the  following  contracts  and financial
                          instruments have entered into force:
                          o   Export  Finance  Agreements  between  Purchaser or
                              any other responsible   Ministry or Institution of
                              Romania and ABN AMRO Bank N.V.,
                          o   L/C in favor of Seller according to Annex II,
Signed on ...............  1999                    Signed on .............. 1999


          SELLER:                                             PURCHASER::


Swissray Medical AG                                           MINISTRY OF HEALTH





R. G. Laupper
President and Chairman, CEO



ppa. Thomas Laupper
Export Manager
<PAGE>



The following documents form an integral part of the Agreement:


ANNEX                I Offer of  September  1 1999,  adjusted in number of units
                     (32  instead  of 45),  according  to Award of  Ministry  of
                     Health of Romania (no. 43402), dated of September 16 and 17
                     1999

ANNEX II             Letter of Credit

ANNEX III            Performance Bond

ANNEX IV             Hand Over Protocol

ANNEX V              Acceptance Certificate



<PAGE>




                                     ANNEX I



                     Offer of September 1 1999,  adjusted in number of units (32
                     instead of 45), according to Award of Ministry of Health of
                     Romania (no. 43402), dated of September 16 and 17 1999

                     Already in Purchaser's Possession












<PAGE>

























                                    ANNEX II

                                Letter of Credit

Irrevocable documentary credit  L/C No. of issuing bank L/C No. of advising bank

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

Advising bank                               Beneficiary

ABN AMRO Bank N.V                   Swissray Medical AG
Zurich Branch                               Turbistrasse 25-27
Beethovenstrasse 33
CH-8022 Zurich                              CH-6280 Hochdorf
--------------------------------------------------------------------------------


Amount:                             Expiry date: ..............................

USD: .....................                  with / in           Zurich at sight

                                            Applicant

                                            Ministry of Health of Romania
                                            Ministerului Street Sector 1
                               Bucharest / Romania
--------------------------------------------------------------------------------


We hereby issue in your favor this documentary credit which is available against
presentation of the following documents:

1.       Signed commercial invoice in triplicate
2.       Copy of Forwarding Certificate of Receipt FCR
3.       Hand Over Protocol
4.       Certificate of Origin
5.       Weight list

THE PRESENT LETTER OF CREDIT FORMS AN INTEGRAL PART OF THE LOAN AGREEMENT DATED:
 ...................... BETWEEN THE
MINISTRY OF HEALTH OF ROMANIA AND ABN AMRO BANK N.V., ZURICH BRANCH

DELIVERIES  MADE  WITHIN  THE  FRAMEWORK  OF  THIS  LETTER  OF  CREDIT  LEAD  TO
CORRESPONDING ADVANCES UNDER THE LOAN AGREEMENT.

Covering:   the  supply  of 32 ddR Direct Digital Radiology Equipment units with
accessories, as per the delivery
contract no. ........  dated ..............
--------------------------------------------------------------------------------


From Hochdorf  to Bucharest  Partial shipment allowed   Transshipment prohibited
--------------------------------------------------------------------------------

Special conditions:

The  advising  bank is not  requested  to add its  confirmation  to this credit.
Payment to be effected under the loan agreement mentioned above.
<PAGE>

                                    ANNEX III


BANK'S NAME, AND ADDRESS OF ISSUING BRANCH OR OFFICE


Beneficiary:................................................  Date:.............
(name and address)



PERFORMANCE GUARANTEE No.   ....................
--------------------------------------------------------------------------------

We  have  been   informed   that_____________________(hereinafter   called   the
Principal),  has entered into contract No. ____________ dated _____________ with
you for the supply of (description of Goods and/or services)


Furthermore,  we understand that, according to the conditions of the contract, a
performance guarantee is required.

At the  request of the  Principal,  we (name of the bank)  _____________________
hereby  irrevocably  undertake to pay you any sum or sums not exceeding in total
an amount of USD  1.385.600.00  (say:  one  million  three  hundred  eighty five
thousand and six hundred USD) upon receipt by us of your first demand in writing
and your written statement stating;

i)       that  the  Principal  is  in  breach  of  his  obligation(s)  under the
         underlying contract;  and
ii)      the respect in which the Principal is in branch.


Your  demand  for the payment must also be accompanied by the following document
(s): (specify document(s) if any, or delete)

This guarantee shall expire on _______________ at the latest

Consequently,  any demand for  payment  under it must be  received by us at this
office on or before that date.

--------------------------------------------------------------------------------
This guarantee is subject to the Uniform Rules for Demand Guarantees,
--------------------------------------------------------------------------------
<PAGE>

                            ICC Publication No. 458.
--------------------------------------------------------------------------------


Signature(s)

                                    ANNEX IV


                               Hand Over Protocol



        Agreement No. __________________________ dated __________________
           Between Swissray Medical AG and Romanian Ministry of Health




                               HAND OVER PROTOCOL


                               Shipment ___ /____



The undersigned,  representatives of the Purchaser respectively  Beneficiary and
Seller present, confirm herewith that the shipment no. ______ of total _________
has been handed over to the consignee on  (date)____________  in conformity with
the packing list. All packages have been acknowledged damage free.





Representative of Purchaser                           Representative of Seller
resp. Beneficiary'





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




<PAGE>

----------------------
Place and date

                                     ANNEX V

ACCEPTANCE PROTOCOLL


--------------------------------------------------------------------------------
Seller:                    Swissray Medical AG                    Agreement No.
                           Turbistrasse 25-27                  _______________
                           CH-6280 Hochdorf                        Dated
                                                               ---------------
Equipment:                 ddRMulti-System

Serial No.
Hospital/Clinique address




1.       Installation      Equipment's completeness



The system has been handed over complete and damage free.

Yes                                 No

If no please specify hereunder: Loss/ Damage/ Missing parts

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

<PAGE>











--------------------------------------------------------------------------------
2. Functionality

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

Installation and put into operation performed by:

--------------------------------------------------------------------------------
Company                               Swissray Medical AG
                                      Turbistrasse 25-27
                                      CH-6280 Hochdorf
Engineer's name


Signature






Controlling and acceptance of Hospital Administration


Name

Signature

Date




3. Users training



Training performed: _______________         Date:_____________________

Trainees` list

Name:                                                  Signature

Name:                                                  Signature
Name:                                                  Signature
Name:                                                  Signature


<PAGE>


4. Engineers training                  (If necessary)



Training performed: _______________         Date:_____________________

Trainees` list

Name:                                                  Signature
Name:                                                  Signature
5. User Manuals and Service Manuals




Handing over                                         Date:_____________________

Hospital's Administration Final Acceptance Date:_____________________



Name:

Signature: