EXHIBIT C

                     Symbol [ ] indicates  information  redacted  in  accordance
with confidential treatment request.

A. GENERAL

1. (a) Governmental National Accounts. Governmental National Accounts, i.e., the
Department of Defense and other federal,  state and local  government  accounts,
including each  Governmental  National  Accounts'  constituent  purchasing units
(each, a "Governmental  National Account"),  it being understood and agreed that
SWISSRAY shall  negotiate the terms and conditions of sale to such  Governmental
National Accounts and shall have the exclusive right to enter into contracts for
the  sale  of  PRODUCTS  to  such  Governmental  National  Accounts  within  the
Territory. HMSA shall solicit the sale of PRODUCTS to the constituent purchasing
units of the  Governmental  National  Accounts within the Territory on behalf of
SWISSRAY  solely  upon the terms and  conditions  of the  Governmental  National
Account  contract  negotiated  by SWISSRAY or otherwise in  accordance  with the
written  directions of SWISSRAY.  SWISSRAY  shall accept such orders only in its
sole, absolute  discretion.  For each PRODUCT sold by SWISSRAY to a Governmental
National  Account  within  the  Territory,  and to the  extent  permitted  under
SWISSRAY's contract with the relevant Governmental National Account with respect
to such PRODUCT. HMSA shall have the rights and obligations set forth in section
3 of this  Agreement,  and SWISSRAY  shall have the rights and  obligations  set
forth in  section 4 of this  Agreement.  For each sale of PRODUCT  completed  by
SWISSRAY  to a  Governmental  National  Account  within  the  Territory,  and in
consideration of HMSA's  obligations  undertaken in this section A(1),  SWISSRAY
shall pay HMSA a fee equal to the net price of the PRODUCT sold by SWISSRAY less
the price of the identically configured PRODUCT as set forth in Exhibit F.

    (b) Hospital  National  Accounts.  SWISSRAY will  negotiate  contracts  with
certain  Hospital  Buying  Groups  through  out the country  (each a  "Contract;
collectively,  the  "Contracts").  Such  Contracts  state  the  terms  of  sale,
including  price,  under which  SWISSRAY  will make  PRODUCTS  available to each
constituent  unit (a "Constituent  Unit") of such Hospital Buying Group. For the
avoidance of doubt, HMSA shall have the limited right to offer PRODUCTS directly
to a  Constituent  Unit  within the  Territory  and such sales are not  reserved
exclusively to SWISSRAY  under this  Agreement.  HMSA may provide  PRODUCTS at a
price higher than the price set forth in the Contract  covering the  Constituent
Unit.  In no event  shall  HMSA  have the  right to  provide  PRODUCTS  (i) to a
Hospital  Buying Group with which SWISSRAY has a Contract or (ii) to Constituent
Units of such Hospital  Buying Group outside of the Territory.  Hospital  Buying
Groups, as an entity, are Reserved Accounts under this Agreement.

2. HBOC, Data General, IBM, Sequoia and Storcomm.





B.     SOUTHEAST

1.[                                     ]
2.[                                     ]
3.[                                     ]

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27.[                                     ]
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30.[                                     ]
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32.[                                     ]
33.[                                     ]
34.[                                     ]
35.[                                     ]


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B.     SOUTHWEST

Protected  accounts in the Southwest  territory  are the hospitals  listed below
including  associated  imaging  centers.  Hospitals  are  located  in [ ] unless
otherwise noted.


1.[                                     ]
2.[                                     ]
3.[                                     ]
4.[                                     ]
5.[                                     ]
6.[                                     ]
7.[                                     ]
8.[                                     ]
9.[                                     ]
10.[                                    ]
11.[                                    ]
12.[                                    ]
13.[                                    ]
14.[                                    ]
15.[                                    ]
16.[                                     ]
17.[                                     ]
18.[                                     ]
19.[                                     ]
20.[                                     ]
21.[                                     ]
22.[                                     ]
23.[                                     ]
24.[                                     ]
25.[                                     ]
26.[                                     ]
27.[                                     ]
28.[                                     ]
29.[                                     ]
30.[                                     ]


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C. NORTHEAST


1.[                                     ]
2.[                                     ]
3.[                                     ]
4.[                                     ]
5.[                                     ]
6.[                                     ]
7.[                                     ]
8.[                                     ]
9.[                                     ]


D. NORTHWEST

1.[                                     ]
2.[                                     ]
3.[                                     ]
4.[                                     ]
5.[                                     ]
6.[                                     ]
7.[                                     ]
8.[                                     ]
9.[                                     ]
10.[                                    ]
11.[                                    ]
12.[                                    ]
13.[                                    ]
14.[                                    ]
15.[                                    ]
16.[                                     ]
17.[                                     ]
18.[                                     ]
19.[                                     ]
20.[                                     ]
21.[                                     ]
22.[                                     ]
23.[                                     ]
24.[                                     ]
25.[                                     ]
26.[                                     ]
27.[                                     ]
28.[                                     ]
29.[                                     ]
30.[                                     ]
31.[                                     ]
32.[                                     ]
33.[                                     ]
34.[                                     ]
35.[                                     ]
36.[                                     ]
37.[                                     ]
38.[                                     ]

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                                    EXHIBIT D

                [Technical, Support Documentation and Training]

    SWISSRAY  shall provide HMSA with service  training,  technical  support and
parts support as follows:



o        SWISSRAY shall provide HMSA with factory  training for a maximum of [ (
         )] engineers. Additional training can be purchased from SWISSRAY at the
         rate of [$ ] per engineer.  HMSA is responsible for all transportation,
         meals and lodging  expenses of its  employees in  connection  with such
         training.

o       SWISSRAY shall provide reasonable installation support for the first two
        (2) HMSA installations of PRODUCT.

o       SWISSRAY shall provide technical support services to HMSA.  Fees to   be
        determined.

o        SWISSRAY shall maintain a spare parts depot in the United States.

o        SWISSRAY  shall provide a "hero kit" (parts deemed by SWISSRAY and HMSA
         to be essential site spares) at no charge to HMSA. Replacement parts to
         the "hero kit" will be invoiced  based on SWISSRAY's  then current list
         price less any HMSA  discount.  HMSA will purchase a factory spares kit
         from  SWISSRAY  for first  line  support  to  customers  after HMSA has
         installed ten (10) units of PRODUCT.

o        For a mutually  agreed  upon  period,  SWISSRAY  shall  provide  remote
         diagnostics at an agreed upon charge to HMSA. AS a long-term goal, both
         parties agree to transfer this capability to HMSA as soon as reasonably
         practicable.

o        SWISSRAY  shall  make   available  its  sales  and  product   marketing
         specialists to support HMSA in connection with its sales efforts within
         the Territory.

o        SWISSRAY shall exchange detectors that it determines are defective with
         a  refurbished  detector and charge HMSA an amount equal to  SWISSRAY's
         cost of repair, including labor and parts, in respect of such defective
         detector.






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                                    EXHIBIT E



Hitachi Medical Systems America Inc.
1959 Summit Commerce Park
Twinsburg, Ohio 44087

                  Re: Commitment to Consult
                         Medical Imaging Informatics

Gentlemen:

         We understand that Hitachi  Medical  Systems America Inc.  ("HMSA") has
entered  into  a  distribution   agreement  with  Swissray  America,  Inc.  (the
"Agreement").  Unless otherwise  defined herein,  capitalized  terms used herein
shall have the meanings ascribed to them in the Agreement.

         With  reference  to  sections  3.8 and 4.7 of the  Agreement,  Swissray
Information  Solutions,  Inc.  ("SIS")  will  provide a finder's  fee to HMSA in
connection with (1) the initial contract for services rendered by SIS to an HMSA
customer, and (2) all imaging devices, other than Product, sold to such customer
during the Term.  The finder's fee will be in an amount equal to [ ] percent [ (
%)] of the net price for such services or devices is the direct result of a lead
provided to SIS by HMSA.

         In the event SIS or its partners completes a sale of Product within the
Territory to an account that is not the direct  result of a lead provided to SIS
by HMSA and is not a Reserved Account, SIS shall pay HMSA a [$ ] commission upon
full  payment of SIS's  invoice by such SIS  account.  In  consideration  of the
payment by SIS of [$ ] per unit of Product,  HMSA shall have  responsibility for
installation,  applications  training and warranty  service (as described in the
Agreement)  for each of such  Products  sold by SIS or its  partners  within the
Territory.

         The  determination  by SIS whether and upon what terms it will contract
with an HMSA customer shall be in the sole absolute discretion of SIS.

         This letter  contains  the entire  understandings  between SIS and HMSA
with  respect  othe  subject   matter  hereof  and   supersedes  all  prior  and
contemporaneous  agreements,  representations,  warranties  and  understandings,
either oral or written,  with respect thereto. The provisions of this letter may
be amended only by a written  instrument  signed by SIS. All claims for finder's
fees by HMSA under this letter shall be made to SIS at its Gig Harbor address.

                                                               Very truly yours,

                                       32


                                    EXHIBIT F

                 [SWISSRAY Price Quotation to HMSA for PRODUCT]

DIRECT DIGITAL RADIOGRAPHY SYSTEM

Quantity                                  Product

1-10 SWISSRAY branded ddR Multi-System, complete, consisting of:

o               Motorized, remote controlled positioning device
o               AddOn-Bucky, full size digital detector
o               Mobile patient table for recumbent examinations
o               80k W high frequency generator
o               0.6/1.2 mm high speed x-ray tube, 100kW
o               Motorized, remote controlled collimator with 3 different filters
o               SwissVision Acquisition Station
o               MUSICA Algorithms
o               DICOM 3.0 connectivity
o               One set of operator's manuals (2 sets for government accounts)

Hitachi Net Price                         [US$             ]

* HMSA shall be granted a one time PRODUCT purchase price of [US$          ] for
PRODUCT to be installed within the greater Chicago, Atlanta or Miami areas.

Additional Discounts

o    For unit nos. 11 - 25,  SWISSRAY shall provide HMSA with an additional [ %]
         discount  off of the  "Hitachi  Net Price"  set forth  above if ordered
         within one (1) year of the date of this Agreement.

o    For unit nos. 26 - 50,  SWISSRAY shall provide HMSA with an additional [ %]
         discount  off of the  "Hitachi  Net Price"  set forth  above if ordered
         within one (1) year from the date of this Agreement.





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<PAGE>




OPTIONS


Product                                                        Hitachi Net Price

DICOM Worklist Management                                      [               ]

HL - 7 Interface                                               [               ]



Single Monitor Diagnostic Acquisition Workstation              [               ]
Upgrade of the SwissVision workstation supplied with ddR Multi-System.

Upgraded workstation includes:

SwissVision 4000 Software

Single 21 "MegaScan Monitor (2048x2560) in lieu of standard
monitor

4 Megapixel Dome Graphics Card (Dual monitor capability) in lieu of
standard graphics card

Dual Monitor Diagnostic Acquisition Workstation                [               ]
Upgrade of the SwissVision workstation supplied with ddR Multi-System.

Upgraded workstation includes:

SwissVision 4000 Software Plus

Two (2) 21 "MegaScan Monitors (2048x2560) in lieu of single
standard monitor

Two (2) 5 Megapixel Dome Graphics Card (Dual monitor capability)
in lieu of standard graphics card


Dual Monitor Diagnostic Acquisition Workstation                [               ]
 (General Rad work only)

SwissVision workstation supplied.

SwissVision 4000 Software PlusTwo

Two (2) 21 Megapixel Dome Graphics Card (Dual monitor capability)
in lieu of standard graphics card

Two (2) 5 Megapixel Dome Graphics Card (Dual  monitor  capability)  in  lieu  of
standard graphics card

SwissVision AIT Archive - 40 GB                                [               ]

                                       34
<PAGE>

Upgrade  of the ddR  Multi-System  to  provide  expanded  on-line  and near line
digital image storage. Upgrade consists of the following:


Windows NT Workstation/Server with 9GB Mirrored Drives, 128 MB RAM,
Tape Backup, UPS, Modem,  Remote Access  Software,  NT, SQL

FileLink Medical Archive Software(TM)

Ability to archive from  multiple  ddR  Multi-Systems  or other DICOM  compliant
Storage  Service Class Users

FileLink  Medical Archive Software (TM)

40 gigabyte total storage capacity using AIT drive


SwissVision DLT Archive - 40 GB                             [$                 ]


Upgrade  of the ddR  Multi-System  to  provide  expanded  on-line  and near line
digital image storage. Upgrade consists of the following:

Windows NT Workstation/Server with 9GB Mirrored Drives,
128 MB RAM, Tape Backup,  UPS, Modem,  Remote Access Software,  NT, SQL

FileLink Medical Archive Software (TM)

Ability to archive from multiple ddR  Multi-Systems or
other DICOM compliant  Storage  Service Class Users

40 gigabyte total storage capacity using AIT drive


                                       35