CONSULTING AGREEMENT

This Consulting  Agreement (the "Agreement"),  effective as of March 29, 2000 is
entered into by and between SWISSRAY INTERNATIONAL, INC., a New York corporation
(herein  referred to as the  "Company") and LIVIAKIS  FINANCIAL  COMMUNICATIONS,
INC., a California corporation (herein referred to as the "Consultant").

                                    RECITALS

WHEREAS, Company is a publicly-held corporation with its common stock traded  on
the OTC Bulletin Board; and

WHEREAS, Consultant has  experience in the area of investor  communications  and
financial and investor public relations; and

WHEREAS,  Company  desires to engage the  services of  Consultant  to assist and
consult with the Company in matters  concerning  investors'  communications  and
public  relations  with  existing  shareholders,   brokers,  dealers  and  other
investment professionals as to the Company's current and proposed activities;

NOW THEREFORE,  in  consideration  of the promises and the mutual  covenants and
agreements  hereinafter  set forth,  the parties  hereto  covenant  and agree as
follows:

1.     Term of  Consultancy.  Company hereby agrees to retain the  Consultant to
act in a consulting capacity to the Company, and the Consultant hereby agrees to
provide services to the Company commencing March 29,2000 and ending on March 28,
2001 .

2.     Duties  of  Consultant.  The  Consultant  agrees  that it will  generally
provide the following  specified  consulting  services  through its officers and
employees during the term specified in Section 1.:

           (a)  Advise and assist the  Company in  developing  and  implementing
appropriate  plans and  materials  for  presenting  the Company and its business
plans, strategy and personnel to the financial community,  establishing an image
for the Company in the  financial  community,  and creating the  foundation  for
subsequent financial public relations efforts;
           (b) Introduce the Company to the financial community;
           (c) With the cooperation of the Company, maintain an awareness during
the term of this Agreement of the Company's  plans,  strategy and personnel,  as
they may evolve  during  such  period,  and  advise  and  assist the  Company in
communicating   appropriate  information  regarding  such  plans,  strategy  and
personnel to the financial community;
           (d) Assist and advise the Company with respect to its (i) stockholder
and investor relations, (ii) relations with brokers, dealers, analysts and other
investment professionals, and (iii) financial public relations generally;

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<PAGE>


           (e) Perform the functions generally assigned to  investor/stockholder
relations and public  relations  departments  in major  corporations,  including
responding  to  telephone  and written  inquiries  (which may be referred to the
Consultant by the Company);  preparing  press  releases for the Company with the
Company's  involvement  and approval or reviewing  press  releases,  reports and
other  communications with or to shareholders,  the investment community and the
general  public;  advising with respect to the timing,  form,  distribution  and
other  matters  related  to  such  releases,  reports  and  communications;  and
consulting with respect to corporate symbols,  logos, names, the presentation of
such symbols, logos and names, and other matters relating to corporate image;
           (f) Upon the Company's approval,  disseminate  information  regarding
the  Company to  shareholders,  brokers,  dealers,  other  investment  community
professionals and the general investing public;
           (g) Upon the Company's  approval,  conduct meetings,  in person or by
telephone, with brokers, dealers, analysts and other investment professionals to
advise them of the Company's plans, goals and activities, and assist the Company
in  preparing  for press  conferences  and other  forums  involving  the  media,
investment professionals and the general investment public;
           (h) At the Company's  request,  review  business  plans,  strategies,
mission  statements  budgets,  proposed  transactions  and  other  plans for the
purpose  of  advising  the  Company  of the  investment  community  implications
thereof; and,
           (i) Otherwise perform as the Company's financial relations and public
relations consultant.

3.  Allocation of Time and Energies.  The Consultant  hereby promises to perform
and  discharge  faithfully  the  responsibilities  which may be  assigned to the
Consultant from time to time by the officers and duly authorized representatives
of the Company in  connection  with the conduct of its  financial  and  investor
public relations and communications  activities,  so long as such activities are
in compliance with applicable  securities laws and  regulations.  Consultant and
staff shall diligently and thoroughly  provide the consulting  services required
hereunder.  Although no specific  hours-per-day  requirement  will be  required,
Consultant  and the Company  agree that  Consultant  will perform the duties set
forth  herein  above  in  a  diligent  and  professional   manner.  The  parties
acknowledge and agree that a disproportionately large amount of the effort to be
expended and the costs to be incurred by the  Consultant  and the benefits to be
received by the Company are expected to occur within or shortly  after the first
two months of the effectiveness of this Agreement.  It is explicitly  understood
that Consultant's performance of its duties hereunder will in no way be measured
by the  price of the  Company's  common  stock,  nor the  trading  volume of the
Company's  common stock. It is also understood that the Company is entering into
this  Agreement  with  Liviakis  Financial   Communications,   Inc.  ("LFC"),  a
corporation and not any individual member of LFC, and, as such,  Consultant will
not be deemed to have breached this Agreement if any member, officer or director
of LFC  leaves  the firm or dies or becomes  physically  unable to  perform  any
meaningful activities during the term of the Agreement,  provided the Consultant
otherwise performs its obligations under this Agreement.

4.     Remuneration. As full and complete compensation for services described in
this Agreement, the Company shall compensate LFC as follows:

       4.1 For  undertaking  this  engagement  and for other  good and  valuable
consideration,  the  Company  agrees to issue and  deliver to the  Consultant  a
"Commencement   Bonus"   payable  in  the  form  of  490,000  fully  vested  and
non-forfeitable  shares of the Company's  Common Stock  ("Common  Stock").  This
Commencement  Bonus  shall be issued  to the  Consultant  immediately  following

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<PAGE>

execution of this Agreement and shall,  when issued and delivered to Consultant,
be fully paid and  non-assessable.  The  Company  understands  and  agrees  that
Consultant has foregone significant  opportunities to accept this engagement and
that  the  Company  derives  substantial  benefit  from  the  execution  of this
Agreement  and the ability to announce its  relationship  with  Consultant.  The
490,000  shares  of Common  Stock  issued as a  Commencement  Bonus,  therefore,
constitute payment for Consultant's  agreement to consult to the Company and are
a nonrefundable,  non-apportionable,  and non-ratable  retainer;  such shares of
common stock are not a prepayment for future services. If the Company decides to
terminate this Agreement prior to March 28, 2001 for any reason  whatsoever,  it
is agreed and understood  that  Consultant  will not be requested or demanded by
the  Company  to  return  any  of the  shares  of  Common  Stock  paid  to it as
Commencement Bonus hereunder. The shares of Common Stock issued pursuant to this
Agreement shall be issued in the name of Liviakis Financial Communications, Inc.

       4.2 In addition to the 490,000 share Commencement  Bonus, for performance
under this agreement the Company shall pay a Consultant Fee, payable in the form
of 36,000 shares per annum of the Company's  Common Stock.  This Consultancy Fee
shall be issued to the Consultant on execution of this Agreement.

       4.3 With each transfer of shares of Common Stock to be issued pursuant to
this Agreement (collectively,  the "Shares"), Company shall cause to be issued a
certificate  representing  the Common Stock and a written opinion of counsel for
the  Company  stating  that said  shares  are  validly  issued,  fully  paid and
non-assessable  and that  the  transfer  of them to  Consultant  has  been  duly
authorized  by the Company.  Company  warrants  that all Shares  transferred  to
Consultant pursuant to this Agreement shall have been validly issued, fully paid
and  non-assessable  and that the transfer of them to Consultant shall have been
duly authorized by the Company's board of directors.

       4.4 Consultant  acknowledges that the shares of Common Stock to be issued
pursuant to this Agreement (collectively, the "Shares") have not been registered
under the Securities Act of 1933, and accordingly  are  "restricted  securities"
within the meaning of Rule 144 of the Act. As such, the Shares may not be resold
or transferred  unless the Company has received an opinion of counsel reasonably
satisfactory  to the  Company  that such  resale or  transfer is exempt from the
registration requirements of that Act.

       4.5 In  connection  with  the   acquisition  of   Shares  hereunder,  the
Consultant represent and warrant to the Company as follows:

           (a) Consultant acknowledges that the Consultant has been afforded the
opportunity  to ask  questions  of and  receive  answers  from  duly  authorized
officers or other representatives of the Company concerning an investment in the
Shares, and any additional information which the Consultant has requested.

           (b) Consultant's investment in restricted securities is reasonable in
relation to the Consultant's net worth, which is in excess of ten (10) times the
Consultant's  cost  basis  in the  Shares.  Consultant  has  had  experience  in
investments in restricted and publicly traded securities, and Consultant has had
experience in investments in speculative  securities and other investments which
involve  the  risk  of  loss  of  investment.  Consultant  acknowledges  that an
investment  in the  Shares  is  speculative  and  involves  the  risk  of  loss.
Consultant has the requisite knowledge to assess the

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<PAGE>



relative  merits and risks of this  investment  without the necessity of relying
upon other  advisors,  and  Consultant can afford the risk of loss of his entire
investment in the Shares. Consultant is (i) an accredited investor, as that term
is defined in Regulation D promulgated  under the  Securities  Act of 1933,  and
(ii) a purchaser described in Section 25102 (f) (2) of the California  Corporate
Securities Law of 1968, as amended.
           (c)  Consultant  is  acquiring  the Shares for the  Consultant's  own
account  for  long-term  investment  and  not  with  a  view  toward  resale  or
distribution thereof except in accordance with applicable securities laws.

5.  Financing  "Finder's  Fee".  It is understood  that in the event  Consultant
introduces  Company,  or its  nominees,  to a lender  or equity  purchaser,  not
already having a preexisting  relationship with the Company,  with whom Company,
or its nominees, ultimately finances or causes the completion of such financing,
Company agrees to compensate  Consultant for such services with a "finder's fee"
in the amount of 2.5% of total gross  funding  provided by such lender or equity
purchaser,  such fee to be payable in cash. This 2.5% will be in addition to any
fees payable by Company to any other  intermediary,  if any,  which shall be the
subject  of  separate  agreements  negotiated  between  Company  and such  other
intermediary.  It is also  understood  that in the event  Consultant  introduces
Company,  or its  nominees,  to an  acquisition  candidate,  either  directly or
indirectly  through  another  intermediary,  not  already  having a  preexisting
relationship  with the  Company,  which  Company,  or its  nominees,  ultimately
acquires  or  causes  the  completion  of such  acquisition,  Company  agrees to
compensate  Consultant  for such services with a "finder's fee" in the amount of
2% of total gross  consideration  provided by such  acquisition,  such fee to be
payable in cash.  This 2% will be in addition to any fees  payable by Company to
any  other  intermediary,  if  any,  which  shall  be the  subject  of  separate
agreements  negotiated  between  Company  and  such  other  intermediary.  It is
specifically understood that Consultant is not and does not hold itself out be a
Broker/Dealer,  but is rather  merely a "Finder"  in  reference  to the  Company
procuring financing sources and acquisition candidates.

       5.1 It is  further  understood  that  Company,  and  not  Consultant,  is
responsible  to  perform  any and  all due  diligence  on  such  lender,  equity
purchaser or  acquisition  candidate  introduced to it by Consultant  under this
Agreement,  prior to Company  receiving  funds or  closing  on any  acquisition.
However,  Consultant  will not  introduce  any  parties to Company  about  which
Consultant  has any  prior  knowledge  of  questionable,  unethical  or  illicit
activities.

       5.2 Company agrees that said  compensation to Consultant shall be paid in
full at the time said financing or acquisition is closed,  such  compensation to
be  transferred  by Company to Consultant  within seven (7) business days of the
execution of the  financing of  acquisition  closing  document.  Payment of said
compensation,  will be a condition precedent to the closing of such financing or
acquisition, and Company shall execute any and all documents necessary to effect
said compensation.

       5.3 As further  consideration  to Consultant,  Company,  or its nominees,
agrees to pay with respect to any financing or  acquisition  candidate  provided
directly or indirectly to the Company by any lender or equity purchaser  covered
by this Section 5 during the period of one year from the date of this Agreement,
a fee to Consultant equal to that outlined in Section 5 herein.

       5.4  Consultant  will  notify  Company  of  introductions  it  makes  for
potential  sources of  financing  or  acquisitions  in a timely  manner  (within
approximately  3 days of  introduction)  via  facsimile  memo.  If Company has a

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<PAGE>

preexisting  relationship  with such nominee and  believes  such party should be
excluded from this Agreement,  then Company will notify  Consultant  immediately
within  twenty-four  (24)  hours of  Consultant's  facsimile  to Company of such
circumstance via facsimile memo.

6.     Expenses. Consultant agrees to pay for all its expenses (phone,  mailing,
labor, etc.), other than extraordinary items (travel required by/or specifically
requested  by the Company,  luncheons  or dinners to large groups of  investment
professionals,   mass  faxing  to  a  sizable   percentage   of  the   Company's
constituents,  investor conference calls, print  advertisements in publications,
etc.)  approved  by  the  Company  prior  to its  incurring  an  obligation  for
reimbursement.

7.  Assignment of Voting Rights.  Consultant  hereby agrees that  throughout the
period of time that it retains beneficial ownership of all or any portion of the
490,000 shares of Company  Common Stock  (referred to in paragraph 4.1 hereof as
"commencement bonus" shares) as well as those additional shares as may be issued
to it in accordance with paragraph 4.2 of this Agreement, all of which shares of
Common  Stock are to be  delivered  to  Consultant  pursuant to this  Consulting
Agreement that Consultant will (a) vote such shares in favor of Ruedi G. Laupper
continuing  to maintain  his current  position(s)  with the Company and (b) give
Ruedi G. Laupper  and/or his designee the right to vote  Consultant's  shares at
all Company shareholder  meetings.  Additionally,  Consultant agrees that at the
written  request of Ruedi G. Laupper it will provide Mr. Laupper or his designee
with an  irrevocable  proxy to vote all or any  portion of the above  referenced
shares of Company Common Stock to which Consultant retains beneficial  ownership
at any  meetings of the  shareholders  of the Company or to execute on behalf of
Consultant  any  consents  of   shareholders  to  actions  being  taken  by  the
shareholders of the Company.

8.   Indemnification.   The  Company  warrants  and  represents  that  all  oral
communications,  written  documents or materials  furnished to Consultant by the
Company  with  respect  to  financial  affairs,  operations,  profitability  and
strategic  planning of the Company are accurate and Consultant may rely upon the
accuracy thereof without  independent  investigation.  The Company will protect,
indemnify  and  hold  harmless  Consultant  against  any  claims  or  litigation
including  any  damages,  liability,  cost  and  reasonable  attorney's  fees as
incurred with respect  thereto  resulting  from  Consultant's  communication  or
dissemination of any said information,  documents or materials not designated by
the Company to the Consultant as "confidential"  or "Company private"  excluding
any such claims or  litigation  resulting  from  Consultant's  communication  or
dissemination of information not provided or authorized by the Company.

9.  Representations.  Consultant  represents that it is not required to maintain
any licenses and registrations under federal or any state regulations  necessary
to perform the services set forth herein.  Consultant  acknowledges that, to the
best of its  knowledge,  the  performance  of the  services set forth under this
Agreement will not violate any rule or provision of any regulatory agency having
jurisdiction over Consultant.  Consultant  acknowledges that, to the best of its
knowledge,  Consultant and its officers and directors are not the subject of any
investigation,  claim,  decree or judgment involving any violation of the SEC or
securities laws.  Consultant  further  acknowledges  that it is not a securities
Broker Dealer or a registered investment advisor.  Company acknowledges that, to
the best of its knowledge, that it has not violated any rule or provision of any
regulatory  agency having  jurisdiction over the Company.  Company  acknowledges
that,  to  the  best  of  its  knowledge,  Company  is not  the  subject  of any
investigation,  claim,  decree or judgment involving any violation of the SEC or
securities laws.

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<PAGE>

10. Legal Representation.  The Company acknowledges that it has been represented
by independent  legal counsel in the preparation of this  Agreement.  Consultant
represents  that it has consulted  with  independent  legal counsel  and/or tax,
financial and business advisors, to the extent the Consultant deemed necessary.

11. Status as Independent  Contractor.  Consultant's engagement pursuant to this
Agreement shall be as independent contractor, and not as an employee, officer or
other agent of the Company.  Neither party to this Agreement  shall represent or
hold itself out to be the employer or employee of the other.  Consultant further
acknowledges  the  consideration  provided  hereinabove  is a  gross  amount  of
consideration and that the Company will not withhold from such consideration any
amounts as to income taxes, social security payments or any other payroll taxes.
All such income  taxes and other such  payment  shall be made or provided for by
Consultant and the Company shall have no responsibility or duties regarding such
matters.  Neither the Company or the  Consultant  possess the  authority to bind
each other in any agreements  without the express  written consent of the entity
to be bound.

12.  Attorney's Fee. If any legal action or any arbitration or other  proceeding
is brought for the enforcement or interpretation  of this Agreement,  or because
of an alleged dispute,  breach,  default or misrepresentation in connection with
or related to this  Agreement,  the  successful  or  prevailing  party  shall be
entitled to recover  reasonable  attorneys'  fees and other costs in  connection
with that action or  proceeding,  in addition to any other relief to which it or
they may be entitled.

13.    Waiver.  The waiver by either party of a breach of any provision  of this
Agreement  by the other party shall not operate or be  construed  as a waiver of
any subsequent breach by such other party.

14.    Notices. All notices, requests, and other communications  hereunder shall
be deemed to be duly given if sent by U.S. mail,  postage prepaid,  addressed to
the other party at the address as set forth herein below:

To the Company:

Swissray International, Inc.
Ruedi G. Laupper
Chairman
320 West 77th Street, Ste 1A
New York, NY 10024

With a copy to:

Gary B. Wolff, P.C.
747 Third Avenue
New York, NY   10017

To the Consultant:
Liviakis Financial Communications, Inc.
John M. Liviakis, President
495 Miller Avenue
Mill Valley, CA  94941

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<PAGE>

With a copy to:

Hasse Molesky Law Offices
Lizbeth Hasse
530 Jackson Street, 3rd Floor
San Francisco, CA 94133

       It is  understood  that  either  party may  change  the  address to which
notices  for it shall be  addressed  by  providing  notice of such change to the
other party in the manner set forth in this paragraph.

14.    Choice of Law, Jurisdiction and Venue. This Agreement  shall  be governed
by,  construed  and  enforced  in  accordance  with  the  laws of the  State  of
California.  The parties agree that San Francisco County,  CA. will be the venue
of any dispute and will have jurisdiction over all parties.

15.  Arbitration.  Any  controversy  or claim arising out of or relating to this
Agreement, or the alleged breach thereof, or relating to Consultant's activities
or remuneration under this Agreement, shall be settled by binding arbitration in
California,  in accordance with the applicable rules of the American Arbitration
Association,  and judgment on the award rendered by the  arbitrator(s)  shall be
binding on the parties and may be entered in any court  having  jurisdiction  as
provided by  Paragraph  14 herein.  The  provisions  of Title 9 of Part 3 of the
California Code of Civil Procedure,  including  section  1283.05,  and successor
statutes,  permitting expanded discovery  proceedings shall be applicable to all
disputes that are arbitrated under this paragraph.

16.  Complete  Agreement.  This Agreement  contains the entire  agreement of the
parties relating to the subject matter hereof.  This Agreement and its terms may
not be changed  orally but only by an agreement  in writing  signed by the party
against  whom  enforcement  of any waiver,  change,  modification,  extension or
discharge is sought.

AGREED TO:

"Company"                             SWISSRAY INTERNATIONAL, INC.


Date:  April 5, 2000                         By: _/Ruedi G. Laupper/__________
                                                  ------------------
                                                  Ruedi G. Laupper, Chairman



"Consultant"                        LIVIAKIS FINANCIAL COMMUNICATIONS, INC.


Date:  April 4, 2000                        By:_/John M. Liviakis/_________
                                                ------------------
                                                 John M. Liviakis, President

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<PAGE>





         Consulting Agreement with Liviakis Financial Communications, Inc.

         On  March  29,  1999 the  Company  entered  into a one year  Consulting
Agreement ^ with Liviakis Financial  Communications,  Inc. ("LFC") In accordance
with the terms and conditions of the Consulting Agreement, the Consultant agreed
to provide  certain  specified  consulting  services in a diligent  and thorough
manner in return for which and as full and complete compensation thereunder, the
Company is required to  compensate  the  Consultant  through  its  issuance  and
delivery of 3,000,000 fully vested, and non-forfeitable  shares of the Company's
restrictive common stock. As regards such shares of common stock, Consultant has
agreed that throughout the period of time that it retains  beneficial  ownership
of all or any portion of such shares that it shall (a) vote such shares in favor
of Ruedi G.  Laupper  continuing  to maintain his current  position(s)  with the
Company  and (b) give Ruedi G.  Laupper  and/or his  designee  the right to vote
Consultant's  shares at all Company  shareholder  meetings.  Notwithstanding the
fact that the March 29, 1999 agreement permitted the Company to extend same (for
an  additional  year) under the same terms and  conditions  excepting for annual
remuneration,  the  Company  and LFC agreed to  renegotiate  remuneration.  As a
result  thereof  the  parties (on March 29,  2000)  entered  into a new one year
"Consulting  Agreement",  which Agreement is virtually  identical to the initial
Agreement  (including  but not  limited  to voting  rights  on shares  issued as
referred  to  directly  above)  excepting  that (a) the  "Remuneration"  section
provides for the issuance of 490,000 fully vested  non-forfeitable shares of the
Company's  common  stock  and  further  provides  for  the  issuance  of  36,000
restrictive  shares of Company  common  stock  (based on 3,000 shares per month)
throughout  the  period of  Consultant's  performance  and (b) LFC has agreed to
"lock up" the  original  3,000,000  shares  issued to it and not attempt to sell
same  through Rule 144 or otherwise  despite  being  eligible to do so with such
"lock up" to continue to March 28, 2001 unless the current consulting  agreement
is  terminated  or the Company is acquired by another  entity prior to March 28,
2001. Since both the initial  Agreement  referred to above and the new Agreement
entered into on March 29, 2000 are identical in all material respects  excepting
as indicated  above,  such  Consulting  Agreements are  hereinafter  referred to
collectively  as "Consulting  Agreement".  The foregoing does not purport to set
forth each of the terms and conditions of the aforesaid Consulting Agreement but
rather is  designed to  summarize  what  management  considers  to be  pertinent
portions thereof.



READ AND AGREED TO:

By: /s/ John Liviakis, President
        John Liviakis, President
        LIVIAKIS FINANCIAL COMMUNICATIONS, INC.




By:    /John Liviakis/
      John Liviakis, President

Date: April 26, 2000