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

                          SWISSRAY INTERNATIONAL, INC.
                       ----------------------------------

THE SECURITIES  OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
IN RELIANCE ON EXEMPTIONS FROM THE  REGISTRATION  REQUIREMENTS OF SUCH LAWS. THE
SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT
BE  TRANSFERRED  OR RESOLD  EXCEPT AS  PERMITTED  UNDER  SUCH LAWS  PURSUANT  TO
REGISTRATION OR AN EXEMPTION  THEREFROM.  THE SECURITIES HAVE NOT BE APPROVED OR
DISAPPROVED BY THE SECURITIES  AND EXCHANGE  COMMISSION OR ANY OTHER  REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS  OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING  MATERIALS.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


                           Maximum Offering: $999,999


 This offering consists of 333,333 shares of Swissray International, Inc. Common
                                      Stock




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


                             SUBSCRIPTION AGREEMENT

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




                                       1
<PAGE>


                             SUBSCRIPTION PROCEDURES

         A total  of  333,333  shares  (the  "Shares")  of the  common  stock of
SWISSRAY INTERNATIONAL,  INC.. (the "Company") are being offered in an aggregate
amount not to exceed  $999,999.  The Shares will be  transferable  to the extent
that any such  transfer  is  permitted  by law.  This  offering is being made in
accordance  with the  exemption  from  registration  under  Section  4(2) of the
Securities  Act of 1933,  as amended  (the "Act") and Rule 506 of  Regulation  D
promulgated under the Act (the "Offering").

         Also  included is an Internal  Revenue  Service Form W-9:  "Request for
Taxpayer Identification Number and Certification" for U.S. citizens or residents
of the U.S. for U.S. federal income tax purposes only. (Foreign investors should
consult  their tax  advisors  regarding  the need to complete  Internal  Revenue
Service Form W-9 and any other forms that may be required).

         If you are a foreign person or foreign entity,  you may be subject to a
withholding  tax equal to 30% of any dividends paid by the Company.  In order to
eliminate  or reduce  such  withholding  tax you may submit a properly  executed
I.R.S.  Form 4224  (Exemption  from  Withholding  of Tax on  Income  Effectively
Connected  with the  Conduct of a Trade or  Business  in the  United  States) or
I.R.S. Form 1001 (Ownership  Exemption or Reduced Trade  Certificate),  claiming
exemption from  withholding or eligibility  for treaty benefits in the form of a
lower rate of withholding tax on interest or dividends.

         Payment must be made by wire transfer as provided below:

Immediately  available  funds  should be sent via wire  transfer  to the  escrow
account  stated  below  and  the  completed  subscription  documents  should  be
forwarded to the Escrow Attorney. Your subscription funds will be deposited into
a non-interest bearing escrow account of Joseph B. LaRocco,  Esq., Escrow Agent,
at First Union Bank of  Connecticut,  Stamford,  Connecticut.  In the event of a
termination  of  the  Offering  or  the  rejection  of  this  subscription,  all
subscription funds will be returned without interest.  The wire instructions are
as follows:

         First Union Bank of Connecticut
         Executive Office
         300 Main Street, P. O. Box 700
         Stamford, CT  06904-0700

         ABA #:   021101108
         Swift #: FUNBUS33
         Account #:        20000-2072298-4
         Acct.Name:        Joseph B. LaRocco, Esq.  Trustee Account


                                       2

<PAGE>

                             SUBSCRIPTION AGREEMENT

THE SECURITIES  OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
IN RELIANCE ON EXEMPTIONS FROM THE  REGISTRATION  REQUIREMENTS OF SUCH LAWS. THE
SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT
BE  TRANSFERRED  OR RESOLD  EXCEPT AS  PERMITTED  UNDER  SUCH LAWS  PURSUANT  TO
REGISTRATION OR AN EXEMPTION  THEREFROM.  THE SECURITIES HAVE NOT BE APPROVED OR
DISAPPROVED BY THE SECURITIES  AND EXCHANGE  COMMISSION OR ANY OTHER  REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS  OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING  MATERIALS.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


To:      Swissray International, Inc.

         This  Subscription  Agreement is made between  Swissray  International,
Inc.,  ("Company"  or  "Seller")  a New York  corporation,  and the  undersigned
prospective purchaser  ("Purchaser") who is subscribing hereby for the Company's
shares  of common  stock  (the  "Shares").  The  Shares  being  offered  will be
separately  transferable,  to the extent that any such  transfer is permitted by
law. This subscription is submitted to you in accordance with and subject to the
terms and conditions described in this Subscription  Agreement together with any
Exhibits  thereto,  relating to an offering  (the  "Offering")  of up to 333,333
Shares.  This  Offering is comprised of an offering of the Shares to  accredited
investors in accordance with the exemption from registration  under Section 4(2)
of the  Securities  Act of  1933,  as  amended  (the  "Act"),  and  Rule  506 of
Regulation D promulgated under the Act ("Regulation D").

1.       SUBSCRIPTION.
         ------------

         (a) The  undersigned  hereby  irrevocably  subscribes for and agrees to
purchase  _________ Shares for $_________  Joseph B. LaRocco,  Esq. shall act as
escrow  agent  and  notify  the  Purchaser  when  he  has  received  the  signed
Subscription  Agreement  (and  Exhibits  thereto),  signed  Registration  Rights
Agreement and Common Stock from the Company,  at which time the Purchaser  shall
wire the Purchase  Price to the escrow agent.  The Purchaser  entering into this
Subscription Agreement shall pay the Purchase Price for the Shares by delivering
immediately  available  good funds in United States  Dollars to the escrow agent
per  the  wire  instructions  set  forth  on page  two (2) of this  Subscription
Agreement. Once the escrow agent is in receipt of the Common Stock, and Purchase

                                       3

<PAGE>

Price he shall  deliver the Common  Stock to the  Purchaser  and wire the funds,
less  consulting  fees and escrow  fees,  to the Company.  The closing  shall be
deemed to have occurred on the date the Purchase  Price,  less fees, is wired to
the Company or its attorney, (the "Closing Date").

         (b) Upon receipt by the Company of the requisite payment for the Shares
being  purchased the Shares so purchased will be forwarded by the Company to the
Purchaser  and the  name of such  Purchaser  will be  registered  on the  Shares
transfer  books of the Company as the record  owner of such  Shares.  The Escrow
Agent  shall not be liable for any action  taken or omitted by him in good faith
and in no event shall the Escrow Agent be liable or  responsible  except for the
Escrow Agent's own gross negligence or willful misconduct.  The Escrow Agent has
made no  representations  or warranties in connection with this  transaction and
has not been involved in the  negotiation  of the terms of this Agreement or any
matters relative thereto.  Seller and Purchaser each agree to indemnify and hold
harmless the Escrow Agent from and with respect to any suits, claims, actions or
liabilities arising in any way out of this transaction  including the obligation
to defend any legal action  brought which in any way arises out of or is related
to this Agreement. The Escrow Agent is not rendering securities advice to anyone
with respect to this  proposed  transaction;  nor is the Escrow Agent opining on
the compliance of the proposed transaction under applicable securities law.

         (c) The Company shall have the option of repurchasing the Shares issued
to Purchaser  in this  offering as follows:  During the sixty (60)  calendar day
period  following the Closing Date,  the Company may at its option  purchase any
balance of Shares  still owned by the  Purchaser  at a price of $5.00 per share.
From the sixty-first  (61st) calendar day following the Closing Date through and
including the  ninetieth  (90th)  calendar day  following the Closing Date,  the
Company  may at its option  purchase  any  balance of Shares  still owned by the
Purchaser at a price of $6.00 per share.  From the ninety-first  (91st) calendar
day following  the Closing Date through and including the one hundred  twentieth
(120th)  calendar day following the Closing Date,  the Company may at its option
purchase any balance of Shares still owned by the  Purchaser at a price of $7.00
per share. The Shares shall be repurchased by the Company sending written notice
to the  Purchaser and wiring funds to a designated  escrow agent.  The Purchaser
shall forward the Shares to be  repurchased to the escrow agent upon notice from
the transfer agent of the funds so received.

2.       REPRESENTATIONS AND WARRANTIES.
         ------------------------------

         The undersigned hereby represents and warrants to, and agrees with, the
Company as follows:

                                       4

<PAGE>

         (a) The undersigned has been furnished with, and has carefully read the
applicable form of  Registration  Rights  Agreement  annexed hereto as Exhibit A
(the "Registration Rights Agreement"),  and is familiar with and understands the
terms of the  Offering.  With respect to tax and other  economic  considerations
involved in his investment,  the undersigned is not relying on the Company.  The
undersigned  has  carefully  considered  and has, to the extent the  undersigned
believes  such   discussion   necessary,   discussed   with  the   undersigned's
professional legal, tax, accounting and financial advisors the suitability of an
investment  in the Company,  by  purchasing  the Shares,  for the  undersigned's
particular tax and financial  situation and has  determined  that the investment
being made by the undersigned is a suitable investment for the undersigned.

         (b) The undersigned acknowledges that all documents, records, and books
pertaining to this investment which the undersigned has requested  includes Form
10-K for the  fiscal  year  ended  June 30,  1999 and  Forms  10-Q for the three
preceding  quarters (the  "Disclosure  Documents")  have been made available for
inspection by the  undersigned or the  undersigned  has access to the Disclosure
Documents.

         (c) The undersigned  has had a reasonable  opportunity to ask questions
of and receive  answers from a person or persons acting on behalf of the Company
concerning  the Offering and all such  questions  have been answered to the full
satisfaction of the undersigned.

         (d) The  undersigned  will not sell or  otherwise  transfer  the Shares
without  registration  under the Act or applicable  state  securities laws or an
exemption therefrom.  The Shares have not been registered under the Act or under
the  securities  laws of any  states.  The  Shares are to be  registered  by the
Company  pursuant to the terms of the  Registration  Rights  Agreement  attached
hereto  as  Exhibit  A and  incorporated  herein  and  made a part  hereof.  The
undersigned  represents  that the  undersigned  is purchasing the Shares for the
undersigned's  own  account,  for  investment  and not with a view to  resale or
distribution  except in compliance with the Act. The undersigned has not offered
or sold any portion of the Shares being acquired nor does the  undersigned  have
any  present  intention  of  dividing  the  Shares  with  others or of  selling,
distributing  or  otherwise  disposing  of  any  portion  of the  Shares  either
currently or after the passage of a fixed or determinable period of time or upon
the occurrence or non-occurrence  of any predetermined  event or circumstance in
violation of the Act. Except as provided in the Registration  Rights  Agreement,
the Company has no obligation to register the Shares.

         (e)  The  undersigned  recognizes  that  an  investment  in the  Shares
involves  substantial  risks,  including  loss  of the  entire  amount  of  such
investment.

                  (f)      Legends.
                           -------

                                       5
<PAGE>

                           (i)   The   undersigned    acknowledges   that   each
                  certificate representing the Shares unless registered pursuant
                  to the  Registration  Rights  Agreement,  shall be  stamped or
                  otherwise  imprinted  with  a  legend   substantially  in  the
                  following form:

                  THE  SECURITIES  EVIDENCED  BY  THIS  CERTIFICATE  MAY  NOT BE
                  OFFERED  OR  SOLD,  TRANSFERRED,   PLEDGED,   HYPOTHECATED  OR
                  OTHERWISE  DISPOSED  OF EXCEPT (i)  PURSUANT  TO AN  EFFECTIVE
                  REGISTRATION  STATEMENT  UNDER THE  SECURITIES ACT OF 1933, AS
                  AMENDED, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT
                  (OR  ANY  SIMILAR   RULE  UNDER  SUCH  ACT   RELATING  TO  THE
                  DISPOSITION  OF  SECURITIES),  OR (iii) IF AN  EXEMPTION  FROM
                  REGISTRATION UNDER SUCH ACT IS AVAILABLE.

                  NOTWITHSTANDING  THE  FOREGOING,  THESE  SECURITIES  ARE  ALSO
                  SUBJECT TO THE  REGISTRATION  RIGHTS SET FORTH IN EACH OF THAT
                  CERTAIN   SUBSCRIPTION   AGREEMENT  AND  REGISTRATION   RIGHTS
                  AGREEMENT BY AND BETWEEN THE HOLDER HEREOF AND THE COMPANY,  A
                  COPY OF EACH IS ON FILE AT THE COMPANY'S  PRINCIPAL  EXECUTIVE
                  OFFICE.

                           (ii) The Shares shall  contain the  following  legend
                  until the effectiveness of Registration Statement:

                  "No  sale,  offer  to  sell  or  transfer  of  the  securities
                  represented  by  this  certificate  shall  be  made  unless  a
                  registration  statement  under the Federal  Securities  Act of
                  1933, as amended,  with respect to such  securities is then in
                  effect or an exemption  from the  registration  requirement of
                  such Act is then in fact applicable to such securities."

                           (iii) After the  effective  date of the  Registration
                  Statement the Shares shall not bear any restrictive legend.

         (g) If this Subscription  Agreement is executed and delivered on behalf
of a corporation,  (i) such  corporation  has the full legal right and power and
all  authority  and approval  required (a) to execute and deliver,  or authorize
execution and delivery of, this Subscription Agreement and all other instruments
(including,  without limitation, the Registration Rights Agreement) executed and
delivered by or on behalf of such corporation in connection with the purchase of
the Shares and (b) to purchase  and hold the Shares:  (ii) the  signature of the

                                       6

<PAGE>

party signing on behalf of such  corporation  is binding upon such  corporation;
and (iii)  such  corporation  has not been  formed for the  specific  purpose of
acquiring the Shares,  unless each beneficial  owner of such entity is qualified
as an accredited  investor within the meaning of Rule 501(a) of Regulation D and
has submitted information substantiating such individual qualification.

         (h) The  undersigned  shall indemnify and hold harmless the Company and
each  stockholder,  executive,  employee,  representative,  affiliate,  officer,
director,  agent (including Counsel) or control person of the Company, who is or
may be a party or is or may be threatened to be made a party to any  threatened,
pending or contemplated  action,  suit or proceeding,  whether civil,  criminal,
administrative  or  investigative,  by reason of or  arising  from any actual or
alleged  misrepresentation  or misstatement of facts or omission to represent or
state facts made or alleged to have been made by the  undersigned to the Company
or omitted or alleged to have been omitted by the  undersigned,  concerning  the
undersigned or the undersigned's  subscription for and purchase of the Shares or
the undersigned's  authority to invest or financial  position in connection with
the  Offering,   including,  without  limitation,  any  such  misrepresentation,
misstatement  or  omission  contained  in  this  Subscription   Agreement,   the
Questionnaire  or any  other  document  submitted  by the  undersigned,  against
losses,  liabilities  and expenses for which the  Company,  or any  stockholder,
executive,  employee,   representative,   affiliate,  officer,  director,  agent
(including  Counsel) or control  person of the Company  has not  otherwise  been
reimbursed  (including attorneys' fees and disbursements,  judgments,  fines and
amounts paid in settlement)  actually and reasonably incurred by the Company, or
such  officer,  director  stockholder,  executive,  employee,  agent  (including
Counsel),  representative,  affiliate or control person in connection  with such
action, suit or proceeding.

         (i) The  undersigned is not  subscribing for the Shares as a result of,
or  pursuant  to,  any  advertisement,  article,  notice or other  communication
published  in any  newspaper,  magazine  or  similar  media  or  broadcast  over
television or radio or presented at any seminar or meeting.

         (j) The undersigned or the undersigned's  representatives,  as the case
may be, has such knowledge and experience in financial, tax and business matters
so as to enable the undersigned to utilize the information made available to the
undersigned in connection  with the Offering to evaluate the merits and risks of
an  investment  in the Shares and to make an informed  investment  decision with
respect thereto.

         (k) The  Purchaser  is  purchasing  the Shares for its own  account for
investment,  and not with a view  toward  the  resale or  distribution  thereof.
Purchaser  is  neither  an  underwriter  of,  nor a dealer in, the Shares or the
Common Stock issuable upon conversion  thereof and is not  participating  in the
distribution or resale of the Shares.

                                       7

<PAGE>

         (l) There has never been represented,  guaranteed,  or warranted to the
undersigned by any broker,  the Company,  its officers,  directors or agents, or
employees or any other person, expressly or by implication (i) the percentage of
profits  and/or  amount  of or  type  of  consideration,  profit  or  loss to be
realized,  if any, as a result of the  Company's  operations;  and (ii) that the
past performance or experience on the part of the management of the Company,  or
of any other person, will in any way result in the overall profitable operations
of the Company.

         3.       Seller Representations.

         (a) Concerning the  Securities.The  issuance,  sale and delivery of the
Shares have been duly authorized by all required corporate action on the part of
Seller, and when issued,  sold and delivered in accordance with the terms hereof
and thereof for the consideration expressed herein and therein, will be duly and
validly issued and  enforceable in accordance  with their terms,  subject to the
laws of bankruptcy and creditors' rights generally.

         (b)  Authority  to  Enter  Agreement.  This  Agreement  has  been  duly
authorized,  validly  executed and  delivered on behalf of Seller and is a valid
and  binding  agreement  in  accordance  with  its  terms,  subject  to  general
principals of equity and to bankruptcy or other laws  affecting the  enforcement
of creditors' rights generally.

                  (c)  Non-contravention.  The  execution  and  delivery of this
Agreement  and  the  consummation  of  the  issuance  of  the  Shares,  and  the
transactions contemplated by this Agreement do not and will not conflict with or
result in a breach by Seller of any of the terms or provisions of, or constitute
a default  under,  the articles of  incorporation  or by-laws of Seller,  or any
indenture, mortgage, deed of trust, or other material agreement or instrument to
which  Seller is a party or by which it or any of its  properties  or assets are
bound, or any existing  applicable law, rule, or regulation of the United States
or any State thereof or any applicable decree, judgment, or order of any Federal
or State court, Federal or State regulatory body, administrative agency or other
United States  governmental  body having  jurisdiction over Seller or any of its
properties or assets.

         (d) Company  Compliance.  The Company  represents and warrants that the
Company and its  subsidiaries  are  currently:  (i) in full  compliance,  to the
extent applicable,  with all reporting obligations under either Section 13(a) or
15(d) of the Securities  Exchange Act of 1934; (ii) not in violation of any term
or  provision  of its  Certificate  of  Incorporation  or by-laws;  (iii) not in
default  in the  performance  or  observance  of any  obligation,  agreement  or
condition contained in any bond,  debenture (excepting for reservation of number
of shares  required if all  Debentures  were to be converted  and  excepting for
registration  of underlying  shares as same relates to preexisting  debentures),
note or any other evidence of  indebtedness  or in any mortgage,  deed of trust,
indenture or other  instrument  or  agreement to which they are a party,  either
singly  or  jointly,  by which it or any of its  property  is bound or  subject.

                                       8

<PAGE>

Furthermore,  the  Company  is not  aware of any other  facts,  which it has not
disclosed which could have a material adverse effect on the business, condition,
(financial  or  otherwise),  operations,  earnings,  performance,  properties or
prospects of the Company and its subsidiaries taken as a whole.

         (e) Pending  Litigation.  Except as  otherwise  disclosed in Exhibit B,
there is (i) no action, suit or proceeding before or by any court, arbitrator or
governmental body now pending or, to the knowledge of the Company, threatened or
contemplated  to which the  Company  or any of its  subsidiaries  is or may be a
party  or to  which  the  business  or  property  of the  Company  or any of its
subsidiaries  is or may be  bound  or  subject,  (ii)  no  law,  statute,  rule,
regulation,  order or ordinance that has been enacted,  adopted or issued by any
Governmental Body or that, to the knowledge of the Company, has been proposed by
any   Governmental   Body  adversely   affecting  the  Company  or  any  of  its
subsidiaries, (iii) no injunction, restraining order or order of any nature by a
federal,  state or foreign court or Governmental Body of competent  jurisdiction
to which the Company or any of its  subsidiaries  is subject issued that, in the
case of clauses (i), (ii) and (iii) above, (x) is reasonably  likely,  singly or
in the  aggregate,  to  result in a  material  adverse  effect on the  business,
condition,   (financial  or  otherwise),   operations,   earnings,  performance,
properties or prospects of the Company, and its subsidiaries taken as a whole or
(y) would interfere with or adversely affect the issuance of the Shares or would
be reasonably likely to render this Subscription Agreement or the Shares, or any
portion thereof, invalid or unenforceable.

         (f)  Issuance  of the  Shares.  No  action  has been  taken and no law,
statute,  rule,  regulation,  order or ordinance  has been  enacted,  adopted or
issued by any  Governmental  Body that  prevents the issuance of the Shares;  no
injunction, restraining order or order of any nature by a federal or state court
of  competent  jurisdiction  has been issued that  prevents  the issuance of the
Shares in any jurisdiction; and no action, suit or proceeding is pending against
or, to the best knowledge of the Company,  threatened against or affecting,  the
Company,  any of its  subsidiaries  or, to the best  knowledge  of the  Company,
before any court or  arbitrator  or any  Governmental  Body that,  if  adversely
determined,  would prohibit,  materially  interfere with or adversely affect the
issuance or marketability of the Shares or render the Subscription  Agreement or
the Shares, or any portion thereof, invalid or unenforceable.

         (g) The Company  shall  indemnify  and hold  harmless the Purchaser and
each  stockholder,  executive,  employee,  representative,  affiliate,  officer,
director or control person of the  Purchaser,  who is or may be a party or is or
may be threatened to be made a party to any threatened,  pending or contemplated
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,   by  reason  of  or   arising   from  any   actual  or   alleged
misrepresentation  or  misstatement  of facts or omission to  represent or state

                                       9

<PAGE>

facts  made or  alleged to have been made by the  Company  to the  Purchaser  or
omitted or alleged to have been omitted by the Company, concerning the Purchaser
or the Purchaser's  subscription for and purchase of the Shares or the Purchaser
's authority to invest or financial  position in  connection  with the Offering,
including,  without  limitation,  any such  misrepresentation,  misstatement  or
omission  contained in this  Subscription  Agreement,  the  Questionnaire or any
other  document  submitted  by the  Company,  against  losses,  liabilities  and
expenses  for which the  Purchaser,  or any  stockholder,  executive,  employee,
representative,  affiliate, officer, director or control person of the Purchaser
has not otherwise been reimbursed  (including attorneys' fees and disbursements,
judgments,  fines  and  amounts  paid in  settlement)  actually  and  reasonably
incurred by the Purchaser, or such officer,  director,  stockholder,  executive,
employee,  representative,  affiliate or control person in connection  with such
action, suit or proceeding.

         (h)      No Change.  Other  than  filings  required  by the Blue Sky or
federal securities law and/or NASDAQ Rules and Regulations, no consent, approval
or authorization of or designation,  declaration or filing with any governmental
or  other  regulatory  authority  on the  part of the  Company  is  required  in
connection with the valid execution, delivery and performance of this Agreement.
Any required  qualification or notification  under applicable federal securities
laws and state Blue Sky laws of the offer, sale and issuance of the Shares,  has
been obtained on or before the date hereof or will have been obtained within the
allowable period thereafter, and a copy thereof will be forwarded to Counsel for
the Purchaser.

         (i) True Statements.  Neither this Agreement nor any of the "Disclosure
Documents",  as hereinafter defined, contains any untrue statement of a material
fact or  omits  to  state  any  material  fact  necessary  in  order to make the
statements  contained  herein  or  therein  not  misleading  in the light of the
circumstances  under which such  statements  are made.  There  exists no fact or
circumstances  which, to the knowledge of the Company,  materially and adversely
affects  the  business,  properties  or  assets,  or  conditions,  financial  or
otherwise,  of the  Company,  which has not been set forth in this  Subscription
Agreement or disclosed in such documents.

         (j) The  Purchaser  has been  advised that the Company has not retained
any independent professionals to review or comment on this Offering or otherwise
protect the  interests of the  Purchaser.  Although the Company has retained its
own  counsel,  neither  such  counsel  nor any other firm,  including  Joseph B.
LaRocco,  Esq., has acted on behalf of the Purchaser,  and the Purchaser  should
not rely on the Company's legal counsel or Joseph B. LaRocco,  Esq. with respect
to any matters herein described.


                                       10

<PAGE>

         (k)      Prior Shares Issued Under  Regulation  D.  In  the  past  nine
months the Company  raised  $13,591,200  in  Regulation D  offerings,  including
redemptions and rollovers.

         (l)      Current Authorized  Shares. As of February 10, 2000 there were
50,000,000  authorized shares of Common Stock of which approximately  14,576,031
shares were issued and outstanding.

         (m)  Disclosure  Documents.   The  Disclosure  Documents  are  all  the
documents (other than preliminary  materials) that the Company has been required
to file with the SEC from June 30, 1998,  to the date hereof,  exclusive of such
registration   statements  as  have  been  filed  in  accordance   with  certain
registration  rights agreements.  As of their respective dates,  and/or dates of
amended filings with respect thereto,  if any, none of the Disclosure  Documents
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  and no material  event has occurred  since the Company's  filing on
Form  10-K  for the  year  ended  June  30,  1999  which  could  make any of the
disclosures   contained  therein  (as  subsequently   amended  and/or  restated)
misleading  The financial  statements of the Company  included in the Disclosure
Documents have been prepared in accordance  with generally  accepted  accounting
principles  applied on a consistent basis during the periods involved (except as
may be indicated in the audit  adjustments) the consolidated  financial position
of the Company and its consolidated subsidiaries as at the dates thereof and the
consolidated  results of their operations and changes in financial  position for
the periods then ended.

         (n) Information  Supplied.  The information  supplied by the Company to
Purchaser  in  connection  with the  offering of the Shares does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements,  in the light of the  circumstances  in which they were
made,  not  misleading.  There  exists no fact or  circumstances  which,  to the
knowledge  of the  Company,  materially  and  adversely  affects  the  business,
properties, assets, or conditions, financial or otherwise, of the Company, which
has not been set forth in this Agreement or disclosed in such documents.

         (o) Non-contravention.  The execution and delivery of this Agreement by
the Company,  the issuance of the Shares, and the consummation by the Company of
the  other  transactions  contemplated  by this  Agreement,  do not and will not
conflict  with or  result  in a breach  by the  Company  of any of the  terms or
provisions  of,  or  constitute  a  default  under,   the  (i)   certificate  of
incorporation or by-laws of the Company, (ii) any indenture,  mortgage,  deed of
trust, or other material agreement or instrument to which the Company is a party
or by which it or any of its properties or assets are bound,  (iii) any material
existing applicable law, rule, or regulation or any applicable decree, judgment,
or (iv) order of any court,  United  States  federal or state  regulatory  body,

                                       11

<PAGE>

administrative  agency, or other governmental body having  jurisdiction over the
Company or any of its  properties  or assets,  except such  conflict,  breach or
default  which  would not have a  material  adverse  effect on the  transactions
contemplated herein.

         (p) No Default.  Except as may be set forth in the Company's  report on
form 10-K for the  fiscal  year  ending  June 30,  1999,  the  Company is not in
default in the performance or observance of any material obligation,  agreement,
covenant or condition  contained in any  indenture,  mortgage,  deed of trust or
other material  instrument or agreement to which it is a party or by which it or
its  property is bound,  and neither the  execution  of, nor the delivery by the
Company of, nor the  performance by the Company of its obligations  under,  this
Agreement  or the Shares,  other than the  conversion  provision  thereof,  will
conflict  with or  result  in the  breach  or  violation  of any of the terms or
provisions  of, or  constitute a default or result in the creation or imposition
of any lien or charge on any assets or properties of the Company under,  (i) any
material  indenture,  mortgage,  deed  of  trust  or  other  material  agreement
applicable  to the Company or  instrument  to which the Company is a party or by
which it is bound,  (ii) any statute  applicable to the Company or its property,
(iii) the  Certificate  of  Incorporation  or By-Laws of the  Company,  (iv) any
decree , judgment, order, rule or regulation of any court or governmental agency
or body  having  jurisdiction  over the  Company or its  properties,  or (v) the
Company's listing agreement, if any, for its Common Stock.

         (q) Use of Proceeds.  The  Company  represents  that  the net  proceeds
of this offering will be primarily used for working capital.

         4.       ISSUANCE OF SHARES AND REGISTRATION.

         (a) Legend.  Upon registration of the Shares, the Company shall deliver
to the  Purchaser,  or per the  Purchaser's  instructions,  the shares of Common
Stock, subject to the following restrictive legend:

           THE SECURITIES REPRESENTED HEREBY HAVE BEEN INCLUDED IN THE COMPANY'S
           REGISTRATION  STATEMENT  INITIALLY  FILED  WITH  THE  SECURITIES  AND
           EXCHANGE  COMMISSION  ON  ____________,  2000,  AND  MAY BE  SOLD  IN
           ACCORDANCE WITH THE COMPANY'S PROSPECTUS DATED ________,  2000, WHICH
           FORMS A PART OF SUCH REGISTRATION STATEMENT, OR AN OPINION OF COUNSEL
           OR  OTHER   EVIDENCE   ACCEPTABLE  TO  THE   CORPORATION   THAT  SUCH
           REGISTRATION IS NOT REQUIRED.

         (b) Opinion Letter.  It shall be the Company's  responsibility  to take
all  necessary  actions and to bear all such costs to issue the  Certificate  of
Common  Stock as provided  herein,  including  the  responsibility  and cost for

                                       12

<PAGE>

delivery of an opinion letter to the transfer agent, if so required.  The person
in whose  name the  certificate  of Common  Stock is to be  registered  shall be
treated  as a  shareholder  of record on and  after the date of  issuance.  Upon
surrender  of any Share  certificates  that are to be sold in part,  the Company
shall issue to the Purchaser new Share Certificates equal to the unsold amount.

         (c) Once the Common Stock has been  registered,  if the Common Stock is
not delivered per the written  instructions  of the  Purchaser,  within 5 (five)
business  days  after  the  Company  receives  the Share  certificates  from the
Purchaser, then in such event the Company shall pay to Purchaser one-half of one
percent  (.50%) in cash,  of the purchase  price of the Shares  delivered to the
Company per each day after the fifth  business day  following the receipt by the
Company that the Common Stock is not delivered.  The Company  acknowledges  that
its failure to deliver the Common Stock within said five (5) business  days will
cause the Initial Investor to suffer damages in an amount that will be difficult
to ascertain.  Accordingly,  the parties agree that it is appropriate to include
in this Agreement a provision for liquidated  damages.  The parties  acknowledge
and agree  that the  liquidated  damages  provision  set  forth in this  section
represents the parties' good faith effort to quantify such damages and, as such,
agree that the form and amount of such  liquidated  damages are  reasonable  and
will not  constitute  a penalty.  The payment of  liquidated  damages  shall not
relieve the  Company  from its  obligations  to  register  the Common  Stock and
deliver the Common Stock pursuant to the terms of this Subscription Agreement.

         The Company shall make any payments incurred under this Section 4(c) in
immediately  available  funds within  three (3)  business  days from the date of
issuance  of  the  applicable  Common  Stock.   Nothing  herein  shall  limit  a
Purchaser's  right to pursue actual  damages for the Company's  failure to issue
and deliver  Common Stock to the  Purchaser  within five (5) business days after
registration  and after the Company  receives  the Share  certificates  from the
Purchaser.

         (d) The  Company  shall at all times  reserve  and have  available  all
Common  Stock  necessary  for  registration  of all the Shares  purchased by all
Purchasers of the Shares.  If, at any time the Company does not have  sufficient
authorized  but  unissued  shares of Common  Stock  available  for  registration
("Default",  the date of such default  being  referred to herein as the "Default
Date"),  the Company  shall issue to the  Purchaser  all of the shares of Common
Stock which are  available.  The Company  shall  provide  notice of such Default
("Notice of  Default")  to all  Purchasers,  within one (1) business day of such
default (with the original delivered by overnight or two day courier).

         The  Company  agrees to pay to all  Purchasers  of  outstanding  Shares
payments for a Default  ("Default  Payments") in the amount of (N/365) x (.24) x
the initial  issuance  price of the  outstanding  Shares held by each  Purchaser
where  N =  the  number  of  days  from  the  Default  Date  to  the  date  (the

                                       13

<PAGE>

"Authorization  Date") that the Company authorizes a sufficient number of shares
of Common Stock to effect of all remaining Shares. The Company shall send notice
("Authorization Notice") to each Purchaser of outstanding Shares that additional
shares of Common  Stock have been  authorized,  the  Authorization  Date and the
amount of Purchaser's  accrued  Default  Payments.  The accrued Default shall be
paid in cash  which  payments  shall be made to such  Purchaser  of  outstanding
Shares by the fifth day of the following  calendar month following  registration
of all the Shares.

5.       Limits on Amount of Conversion and Ownership.

         Notwithstanding  the provisions hereof, in no event except with respect
to a conversion  pursuant to  redemption by the Company if there is (a) a public
announcement  that 50% or more of the  Company is being  acquired,  (b) a public
announcement that the Company is being merged, or (c) a change in control, shall
the  Purchaser  be  entitled  to own  the  number  of  shares  of  Common  Stock
beneficially  owned by the Purchaser and its  affiliates,  and,  would result in
beneficial  ownership by the Purchaser and its  affiliates of more than 4.99% of
the  outstanding  shares of Common  Stock.  For  purposes  of the proviso to the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"),  except as otherwise  provided in clause (1) of such  proviso.
The Purchaser  further agrees that if the Purchaser  transfers or assigns any of
the Shares to a party who or which would not be  considered  such an  affiliate,
such assignment shall be made subject to the transferee's or assignee's specific
agreement to be bound by the provisions of this Section as if such transferee or
assignee were a signatory to the Subscription Agreement.

                                       14

<PAGE>

6.       Delivery Instructions.

         Prior to or on the Closing Date the Company shall deliver to the Escrow
Agent an opinion  letter  signed by counsel for the Company in the form attached
hereto as Exhibit C. Also,  prior to or on the Closing  Date the  Company  shall
deliver to the Escrow Agent a signed  Registration  Rights Agreement in the form
attached hereto as Exhibit A.

7.       UNDERSTANDINGS.
         --------------

         The undersigned  understands,  acknowledges and agrees with the Company
as follows:

FOR ALL SUBSCRIBERS:

         (a) This  Subscription  may be  rejected,  in whole or in part,  by the
Company in its sole and absolute  discretion at any time before the date set for
closing  unless the Company has given notice of acceptance of the  undersigned's
subscription by signing this Subscription Agreement.

         (b)      No  U.S.  federal or  state  agency or any agency of any other
jurisdiction  has made any finding or  determination  as to the  fairness of the
terms of the Offering for  investment nor any  recommendation  or endorsement of
the Shares.

         (c) The  representations,  warranties and agreements of the undersigned
and  the  Company  contained  herein  and  in any  other  writing  delivered  in
connection with the transactions  contemplated  hereby shall be true and correct
in all material respects on and as of the date of the sale of the Shares, and as
of the date of the conversion and exercise thereof, as if made on and as of such
date and shall survive the execution and delivery of this Subscription Agreement
and the purchase of the Shares.

         (d) IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN
EXAMINATION  OF THE COMPANY AND THE TERMS OF THE OFFERING,  INCLUDING THE MERITS
AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES  COMMISSION  OR  REGULATORY  AUTHORITY.  FURTHERMORE,  THE  FOREGOING
AUTHORITIES  HAVE NOT CONFIRMED  THE ACCURACY OR DETERMINED  THE ADEQUACY OF ANY
MEMORANDUM OR THIS DOCUMENT.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

         (e)  The   Regulation   D  Offering  is  intended  to  be  exempt  from
registration  under  the  Securities  Act  by  virtue  of  Section  4(2)  of the
Securities Act and the  provisions of Regulation D thereunder,  which is in part
dependent upon the truth,  completeness  and accuracy of the statements  made by
the undersigned herein and in the Questionnaire.

         (f) It is  understood  that in order not to jeopardize  the  Offering's
exempt status under  Section 4(2) of the  Securities  Act and  Regulation D, any
transferee  may, at a minimum,  be required to fulfill the investor  suitability
requirements thereunder.

         (g) THE SHARES MAY NOT BE TRANSFERRED,  RESOLD OR OTHERWISE DISPOSED OF
EXCEPT AS PERMITTED  UNDER THE SECURITIES ACT AND  APPLICABLE  STATE  SECURITIES
LAWS,  PURSUANT TO REGISTRATION  OR EXEMPTION  THEREFROM.  PURCHASERS  SHOULD BE
AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL  RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME.

         (h)      NASAA UNIFORM LEGEND

                                       15

<PAGE>

         IN  MAKING  AN  INVESTMENT  DECISION  INVESTORS  MUST RELY ON THEIR OWN
EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE
OFFERING,  INCLUDING THE MERITS AND RISKS  INVOLVED.  THESE  SECURITIES HAVE NOT
BEEN  RECOMMENDED  BY ANY FEDERAL OR STATE  SECURITIES  COMMISSION OR REGULATORY
AUTHORITY.  FURTHERMORE,  THE  FOREGOING  AUTHORITIES  HAVE  NOT  CONFIRMED  THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY  AND  RESALE  AND MAY NOT BE  TRANSFERRED  OR  RESOLD  EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE APPLICABLE  STATE  SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE
THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.


8.       Litigation.

         (a) Forum Selection and Consent to  Jurisdiction.  Any litigation based
thereon,  or arising out of, under, or in connection with, this agreement or any
course of conduct,  course of dealing,  statements  (whether oral or written) or
actions of the Company or Purchaser shall be brought and maintained  exclusively
in the  courts  of the State of New  York.  The  Company  hereby  expressly  and
irrevocably  submits to the  jurisdiction of the state and federal courts of the
State of New York for the purpose of any such  litigation as set forth above and
irrevocably  agrees  to be bound  by any  final  judgment  rendered  thereby  in
connection with such litigation. The Company further irrevocably consents to the
service of process by registered mail,  postage prepaid,  or by personal service
within or  without  the State of New York.  The  Company  hereby  expressly  and
irrevocably  waives, to the fullest extent permitted by law, any objection which
it may have or hereafter may have to the laying of venue of any such  litigation
brought  in any  such  court  referred  to  above  and any  claim  that any such
litigation has been brought in any  inconvenient  forum.  To the extent that the
Company has or hereafter may acquire any immunity from jurisdiction of any court
or from any legal process (whether  through service or notice,  attachment prior
to judgment, attachment in aid of execution or otherwise) with respect to itself
or its property,  the Company hereby irrevocably waives such immunity in respect
of its obligations under this agreement and the other loan documents.

         (b)  Waiver  of  Jury  Trial.  The  Purchaser  and the  Company  hereby
knowingly,  voluntarily  and  intentionally  waive any rights they may have to a
trial by jury in respect of any  litigation  based  hereon,  or arising  out of,
under, or in connection with, this agreement,  or any course of conduct,  course
of dealing,  statements (whether oral or written) or actions of the Purchaser or
the Company.  The Company  acknowledges and agrees that it has received full and

                                       16

<PAGE>

sufficient  consideration  for this  provision  and  that  this  provision  is a
material inducement for the Holder entering into this agreement.

         (c)  Submission  To  Jurisdiction.  Any legal action or  proceeding  in
connection with this Agreement or the  performance  hereof may be brought in the
state and federal courts located in the State of New York and the parties hereby
irrevocably  submit to the  non-exclusive  jurisdiction  of such  courts for the
purpose of any such action or proceeding.

9.       MISCELLANEOUS.
         -------------

         (a) All pronouns and any variations thereof used herein shall be deemed
to refer to the  masculine,  feminine,  impersonal,  singular or plural,  as the
identity of the person or persons may require.

         (b) Neither this Subscription  Agreement nor any provision hereof shall
be waived,  modified,  changed,  discharged,  terminated,  revoked or  canceled,
except by an  instrument  in  writing  signed by the  party  effecting  the same
against whom any change, discharge or termination is sought.

         (c) Notices  required or  permitted to be given  hereunder  shall be in
writing and shall be deemed to be sufficiently  given when personally  delivered
or sent by registered mail, return receipt requested,  addressed:  (i) if to the
Company, at SWISSRAY  International,  Inc., 320 West 77th Street,  Suite 1A, New
York,  New York 10024 with a copy by facsimile and mail to Gary B. Wolff,  P.C.,
747 Third Avenue,  25th Floor, New York, NY 10017and (ii) if to the undersigned,
at the address for  correspondence  set forth in the  Questionnaire,  or at such
other address as may have been  specified by written  notice given in accordance
with this paragraph 9(c).

         (d)  This  Subscription  Agreement  shall  be  enforced,  governed  and
construed in all respects in accordance  with the laws of the State of New York,
as such laws are applied by New York courts to agreements  entered into,  and to
be performed  in, New York by and between  residents  of New York,  and shall be
binding  upon  the  undersigned,   the  undersigned's   heirs,   estate,   legal
representatives,  successors  and  assigns and shall inure to the benefit of the
Company,  its  successors  and assigns.  If any  provision of this  Subscription
Agreement is invalid or  unenforceable  under any  applicable  statue or rule of
law, then such provisions shall be deemed  inoperative to the extent that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any provision hereof that may prove invalid or unenforceable  under
any law shall not affect the validity or  enforceability  of any other provision
hereof.

         (e) This  Subscription  Agreement,  together  with Exhibits A, B, and C
attached hereto and made a part hereof,  constitute the entire agreement between
the parties  hereto with respect to the subject matter hereof and may be amended

                                       17

<PAGE>

only by a writing executed by both parties hereto. An executed facsimile copy of
the Subscription Agreement shall be effective as an original.
                  [BALANCE OF PAGE INTENTIONALLY LEFT BLANK)



                                       18
<PAGE>



                           SWISSRAY INTERNATIONAL, INC.

                            CORPORATION QUESTIONNAIRE
                         Investor Name: Dundurn Street LLC

         The information  contained in this  Questionnaire is being furnished in
order  to  determine  whether  the  undersigned  CORPORATION'S  Subscription  to
purchase the Shares described in the Subscription Agreement may be accepted.

         ALL  INFORMATION  CONTAINED  IN  THIS  QUESTIONNAIRE  WILL  BE  TREATED
CONFIDENTIALLY.  The  undersigned  CORPORATION  understands,  however,  that the
Company may present this  Questionnaire to such parties as it deems  appropriate
if called upon to establish  that the  proposed  offer and sale of the Shares is
exempt from registration under the Securities Act of 1933, as amended.  Further,
the  undersigned  CORPORATION  understands  that the  offering is required to be
reported to the Securities and Exchange Commission,  NASDAQ and to various state
securities and "blue sky" regulators.

         IN ADDITION TO SIGNING THE SIGNATURE PAGE, THE UNDERSIGNED  CORPORATION
MUST COMPLETE FORM W-9 ATTACHED HERETO.

I.    PLEASE CHECK EACH OF THE STATEMENTS BELOW THAT APPLIES TO THE CORPORATION.


                  1.       The  undersigned  CORPORATION:  (a)  has total assets
                           in excess of $5,000,000;  (b) was  not formed for the
                           specific purpose of acquiring  the Shares and (c) has
                           its  principal  place of business in ___________.


                  2.       Each  of  the   shareholders   of   the   undersigned
                           CORPORATION is able to certify that such  shareholder
                           meets at least one of the following three conditions:

(a)      the  shareholder is a natural  person  whose  individual  net worth* or
         joint net worth with his or her spouse exceeds $1,000,000; or

(b)                                 the  shareholder is a natural person who had
                                    an individual  income* in excess of $200,000
                                    in each of 1998 and 1999 and who  reasonably
                                    expects  an  individual  income in excess of
                                    $200,000 in 2000; or

                                       19
<PAGE>

(c)                                 Each of the  shareholders of the undersigned
                                    CORPORATION  is able to  certify  that  such
                                    shareholder   is  a  natural   person   who,
                                    together  with his or her spouse,  has had a
                                    joint  income in excess of  $300,000 in each
                                    of 1998 and 1999 and who reasonably  expects
                                    a joint income in excess of $300,000  during
                                    2000; and the  undersigned  CORPORATION  has
                                    its   principal   place   of   business   in
                                    ___________________.

* For purposes of this  Questionnaire,  the term "net worth" means the excess of
total assets over total liabilities.  In determining  income, an investor should
add to his or her adjusted gross income any amounts  attributable  to tax-exempt
income received, losses claimed as a limited partner in any limited partnership,
deductions claimed for depletion, contributions to IRA or Keogh retirement plan,
alimony payments and any amount by which income from long-term capital gains has
been reduced in arriving at adjusted gross income.

                  3.       The undersigned CORPORATION is:

                           (a)      a bank as defined  in Section 3(a)(2) of the
                                    Securities Act; or

                           (b)      a  savings  and  loan  association  or other
                                    institution as defined in Section 3(a)(5)(A)
                                    of  the  Securities  Act  whether  acting in
                                    its  individual  or  fiduciary  capacity; or

                           (c)      a broker or dealer  registered  pursuant  to
                                    Section  15 of the  Securities  Exchange Act
                                    of 1934; or

                           (d)      an insurance company as defined in Section 2
                                    (13) of the Securities Act; or

                           (e)  An  investment   company  registered  under  the
                           Investment   Company   Act  of  1940  or  a  business
                           development company as defined in Section 2(a)(48) of
                           the Investment Company Act of 1940; or

 X                4.       The  undersigned  is  an  entity  in which all of the
                           equity owners are accredited investors.


                                       20
<PAGE>



II.      OTHER CERTIFICATIONS.

         By signing the Signature Page, the undersigned certifies the following:

         (a)  That the  CORPORATION'S  purchase  of the  Shares  will be  solely
              for the  CORPORATION'S  own account and not for the account of any
              other person or entity; and

         (b)  that  the  CORPORATION'S  name,  address  of  principal  place  of
         business,  place of incorporation and taxpayer identification number as
         set forth in this Questionnaire are true, correct and complete.

III.     GENERAL INFORMATION

         (a)      PROSPECTIVE PURCHASER (THE CORPORATION)

Name:

Principal Place of Business:  Corporate Centre, Windwood One, West Bay Road,  PO
Box 31106 SWB, Grand Caymans, Cancun Islands
----------------------------------------------------------------


Address for Correspondence (if different):    SAME
                                            -----------
                                            (Number and Street)

----------------------------------------------------------------
         (City)                           (State)                    (Zip Code)

Telephone Number:________________________________________________
                                    (Area Code)               (Number)

Jurisdiction of Incorporation: Cayman Islands

Date of Formation:_________________________________________________

Taypayer Identification Number: N/A______________________________________

Number of Shareholders:____________________________________________

         (b)     INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
                 CORPORATION.

Name:___________________________________________________________

Position or Title:__________________________________________________

                                       21

<PAGE>

                          SWISSRAY INTERNATIONAL, INC.
                           CORPORATION SIGNATURE PAGE

         Your  signature  on  this  Corporation  Signature  Page  evidences  the
agreement by the Purchaser to be bound by the Questionnaire and the Subscription
Agreement.

         1. The undersigned hereby represents that (a) the information contained
in the  Questionnaire is complete and accurate and (b) the Purchaser will notify
SWISSRAY  INTERNATIONAL,  INC.  immediately if any material change in any of the
information  occurs  prior  to the  acceptance  of the  undersigned  Purchaser's
subscription  and  will  promptly  send  SWISSRAY  INTERNATIONAL,  INC.  written
confirmation of such change.

         2.       The   undersigned  officer of the Purchaser  hereby  certifies
that he has read and understands this Subscription Agreement.

         3. The  undersigned  officer of the  Purchaser  hereby  represents  and
warrants that he has been duly authorized by all requisite action on the part of
the  Corporation to acquire the Shares and sign this  Subscription  Agreement on
behalf  of  _______________  and,  further,  that  ____________________  has all
requisite  authority  to  purchase  the Shares and enter into this  Subscription
Agreement.
   333,333                              March 14, 2000
--------------------------          --------------------------
Number of Shares subscribed for             Date

                                    Dubdurn Street LLc
                                    ------------------------------
(Purchaser)

                                    By: (illegible)_______________________
                                        (Signature)

                                    Name: ____________________
                                         (Please Type or Print)

                                    Title:   _____________________
                                         (Please Type or Print)

         THE SHARES HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933.
AS AMENDED (THE "ACT"),  AND MAY NOT BE OFFERED,  SOLD OR OTHERWISE  TRANSFERRED
UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT.



                                       22
<PAGE>





                             COMPANY ACCEPTANCE PAGE



This Subscription Agreement accepted
and agreed to this ____ day  of  February, 2000

SWISSRAY INTERNATIONAL, INC.



BY/s/ Ruedi G. Laupper
     Ruedi G. Laupper, its Chairman and President
     duly authorized




                                       23