EXHIBIT 10.31
                       ECHOCATH, INC.

                   SUBSCRIPTION AGREEMENT


EchoCath Inc.
P.O. Box 7224
Princeton, New Jersey 08543
Attention: Frank DeBernardis, President

Gentlemen:

I.   Subscription.  The undersigned, intending to be legally
bound,  hereby irrevocably agrees to purchase from EchoCath,
Inc.,  a New Jersey corporation (the "Company"), the  number
of   shares  (the  "Shares")  of  the  Company's  Series   B
Cumulative   Convertible  Preferred  Stock  (the  "Preferred
Stock"),  set  forth  on the signature  page  hereof,  at  a
purchase price of $5.00 per Share.

II.  Payment.  The undersigned will pay for the subscription
on  the date hereof by check payable in U.S. dollars, or  by
wire transfer in US. dollars to an account designated by the
Company.   The Company will file a Certificate of  Amendment
for  the  Preferred Stock in the form of Exhibit A  attached
hereto  and will issue certificates representing the  Shares
within 30 days of the date hereof.

III.        Acceptance  of  Subscription.   The  undersigned
understands  and  agrees  that  the  Company  in  its   sole
discretion reserve the right to accept or reject this or any
other   subscription  for  Shares,  in  whole  or  in  part,
notwithstanding prior receipt by the undersigned  of  notice
of  acceptance of this subscription.  The Company shall have
no  obligation hereunder until the Company shall accept  and
agree  to  the  terms  of  this Subscription  Agreement,  as
evidenced  by the execution and delivery to the  undersigned
of  an executed copy of this Subscription Agreement. If this
subscription   is  rejected  in  whole,  this   Subscription
Agreement  and all funds received from the undersigned  will
be   returned  without  interest  or  deduction,   and   the
Subscription  Agreement shall thereafter be  of  no  further
force  or effect.  If this subscription is rejected in part,
the  funds  for  such rejected portion of this  subscription
will  be  returned without interest or deduction,  and  this
Subscription Agreement shall continue in force and effect to
the extent this subscription was accepted.

IV.  Representations and Warranties.  The undersigned hereby
acknowledges,  represents, warrants to and agrees  with  the
Company as follows:

     (a)   None  of  the  Shares are  registered  under  the
     Securities  Act  of 1933, as amended  (the  "Securities
     Act")  or  any  state securities laws. The  undersigned
     understands that the offering and sale of the Shares is
     intended  to  be  exempt  from registration  under  the
     Securities Act, by virtue of Section 4(2) and the rules
     and regulations promulgated thereunder, based, in part,
     upon  the  representations, warranties  and  agreements
     contained in this Subscription Agreement;

     (b)   The  undersigned has access to the same  kind  of
     information  which would be available  in  registration
     statements  filed by the Company under  the  Securities
     Act;

     (c)   Neither  the  Securities and Exchange  Commission
     (the  "Commission") nor any state securities commission
     has  approved  the  Shares offered or  passed  upon  or
     endorsed  the merits of the offering, and the  offering
     of  the  Shares has not been reviewed by  any  Federal,
     state or other regulatory authority;


     (d)   The  undersigned acknowledges that prior  to  the
     date hereof it has received and reviewed a copy of  the
     Company's  annual report on Form 1O-KSB,  which  annual
     report is attached hereto as Exhibit B;

     (e)   The  undersigned acknowledges that all documents,
     records, and books pertaining to the investment in  the
     Shares  have been made available for inspection by  it,
     its  attorney, accountant, purchaser representative  or
     tax advisor (collectively, the "(Advisors");

     (f)   The  undersigned  and the  Advisors  have  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 of the Shares  and
     all  such  questions  have been answered  to  the  full
     satisfaction of the undersigned and its Advisors;

     (g)  In evaluating the suitability of an investment  in
     the  Company, the undersigned has not relied  upon  any
     representation or other information (oral  or  written)
     other  than  as  contained in documents or  answers  to
     questions  so  furnished  to  the  undersigned  or  its
     Advisors by the Company;

     (h)   The  undersigned is unaware of;  and  in  no  way
     relying on, any form of general solicitation or general
     advertising  in connection with the offer and  sale  of
     the Shares;

     (i)   The undersigned has such knowledge and experience
     in financial, tax, and business matters so as to enable
     it  to utilize the information made available to it  in
     connection with the offering of the Shares to  evaluate
     the merits and risks of an investment in the Shares and
     to  make  an informed investment decision with  respect
     thereto;

     (j)   The  undersigned is not relying  on  the  Company
     respecting the tax and other economic considerations of
     an  investment  m  the Shares, and the undersigned  has
     relied  on  the advice of; or has consulted with,  only
     its own Advisors;

     (k)  The undersigned is acquiring the Shares solely for
     its  own account for investment and not with a view  to
     resale  or  distribution and the undersigned  will  not
     sell  or  transfer the Shares until they are registered
     for  resale  under the Securities Act or  an  exemption
     therefrom is available;

     (l)  The undersigned must bear the economic risk of the
     investment indefinitely because none of the Shares  may
     be  sold, hypothecated or otherwise disposed of  unless
     subsequently  registered under the Act  and  applicable
     state securities laws or an exemption from registration
     is  available. Legends shall be placed on the Shares to
     the effect that they have not been registered under the
     Securities Act or applicable state securities laws  and
     appropriate notations thereof will be made in  each  of
     the Company's stock books;

     (m)   The  undersigned has adequate means of  providing
     for  the  undersigned's current needs  and  foreseeable
     personal  contingencies  and  has  no  need   for   the
     undersigned's investment in the Shares to be liquid;

     (n)  The undersigned is aware that an investment in the
     Shares involves a number of very significant risks  and
     is able to bear the loss of its entire investment;

     (o)   The undersigned represents that it was not formed
     for  the specific purpose of acquiring the Shares, such
     entity is validly existing under the laws of the  state
     of   its   organization,  the   consummation   of   the
     transactions contemplated hereby is authorized by,  and
     will  not  result in a violation of state  law  or  its
     charter or other organizational documents, such  entity
     has  full  power and authority to execute  and  deliver
     this  Subscription  Agreement  and  all  other  related
     agreements  or  certificates  and  to  carry  out   the
     provisions   hereof  and  thereof,  this   Subscription
     Agreement  bas  been duty authorized by  all  necessary
     action,  this  Subscription  Agreement  has  been  duly
     executed and delivered on behalf of such entity and  is
     a legal, valid and binding obligation of such entity.

V.    Indemnification.  The undersigned agrees to  indemnity
and  hold  harmless  each of the Company,  their  respective
officers,   directors,  employees,  agents,  and  affiliates
against  all  losses,  liabilities,  claims,  damages,   and
expenses  (including,  but  not  limited  to,  any  and  all
expenses incurred in investigating, preparing, or  defending
against any litigation commenced or threatened) arising  out
of  any  false representation or warranty or breach  by  the
undersigned of any Agreement herein or in any other document
delivered in connection with this Subscription Agreement.

VI.  Registration of the Shares.

     (a)  Piggyback Registration Rights.

          (i)  If, at any time commencing after the date  of
          this Subscription Agreement and expiring five  (5)
          years  thereafter, the Company proposes to file  a
          registration  statement or  statements  under  the
          Securities  Act  for  the  public  sale   of   the
          Company's Class A Common Stock, no par value  (the
          "Common   Stock"),  for  cash   (other   than   in
          connection with a merger or pursuant to Form  S-4,
          Form S-8 or comparable registration statement)  it
          will  give  written notice, at least  thirty  (30)
          days prior to the filing of each such registration
          statement, to the undersigned of its intention  to
          do  so. If the undersigned notifies the Company in
          writing  within  ten  (10)  business  days   after
          receipt  of  any  such notice  of  its  desire  to
          include the shares of the Common Stock, which  may
          be  issued  upon  conversion of  the  Shares  (the
          "Common  Shares")  in  such proposed  registration
          statement,   the   Company   shall   afford    the
          undersigned  the  opportunity to have  the  Common
          Shares    registered   under   such   registration
          statement; provided, however, that in the case  of
          an  underwritten offering, if the Company notifies
          the  undersigned  in  writing  that  the  managing
          underwriter  of  such offering  has  notified  the
          Company  that  the  inclusion in the  registration
          statement  of  any  portion of the  Common  Shares
          would  have an adverse effect on such underwritten
          offering, then the managing underwriter may  limit
          the number of Common Shares to be included in such
          registration   statement  only   to   the   extent
          necessary  to avoid such adverse effect; provided,
          further, however, that in the event any shares  of
          Common  Stock  issued  pursuant  to  any  of   the
          securities issued in the Company's initial  public
          offering ("IPO Securities") are to be included  in
          such   underwritten  offering,  and  the  managing
          underwriter  shall have determined  to  limit  the
          number of Common Shares or IPO Securities to be so
          included, then such limitation shall be applied to
          The Common Shares and the IPO Securities, pro rata
          based  on  the  number of Common  Shares  and  IPO
          Securities  requested  to  be  included  in   such
          underwritten  offering;  and  provided,   further,
          however  that  in  the  event  securities  of  the
          Company,  other than IPO Securities, held  by  any
          person  or  entity other than the Company  or  the
          undersigned ( "Third Party Securities") are to  be
          included  in such underwritten offering,  and  the
          managing  underwriter  shall  have  determined  to
          limit  the  number of Common Stock, IPO Securities
          or  Third Party Securities to be so included, then
          such  limitation shall be applied  to  the  Common
          Shares,  the  IPO Securities and the  Third  Party
          Securities, based on the number of Common  Shares,
          IPO   Securities   and  Third   Party   Securities
          requested  to  be  included in  such  underwritten
          offering  so  that  the  amount  of  Third   Party
          Securities  are reduced by a percentage  which  is
          twice  as great as the percentage which the Common
          Shares   and  the  IPO  Securities  are   reduced.
          Notwithstanding  the provisions  of  this  Section
          VI(a)(i), the Company shall have the right at  any
          time  after  it  shall have given  written  notice
          pursuant to this Section VI(a)(i) (irrespective of
          whether  a  written request for inclusion  of  any
          such securities shall have been made) to elect not
          to  file any such proposed registration statements
          or to withdraw the same after
          the   filing  but  prior  to  the  effective  date
          thereof.

          (ii)    Following   the  effective   date   of   a
          registration statement filed pursuant  to  Section
          VI(a)(i),  the  Company shall,  upon  the  written
          request of the undersigned, forthwith supply  such
          reasonable  number of copies of  the  registration
          statement,   prospectus   and   other    documents
          necessary  or  incidental to the  registration  as
          shall  be  reasonably requested by the undersigned
          to   permit  the  undersigned  to  make  a  public
          distribution  of the Common Shares.   The  Company
          will  use  its reasonable efforts to  qualify  the
          Common  Shares  for  sale in such  states  as  the
          undersigned  shall  reasonably  request,  provided
          that no such qualification will be required in any
          jurisdiction  where, solely as a  result  thereof,
          the Company would be subject to general service of
          process  or  to  taxation or  qualification  as  a
          foreign   corporation  doing  business   in   such
          jurisdiction.   The  obligations  of  the  Company
          hereunder  with respect to the Common  Shares  are
          expressly    conditioned   on   the    undersigned
          furnishing   to   the  Company  such   appropriate
          information  concerning the  undersigned  and  the
          Common   Shares  as  the  Company  may  reasonably
          request.

          (iii)  The Company shall bear the entire cost  and
          expense  of the registration of the Common  Shares
          pursuant  to Section VI(a)(i); provided,  however,
          that  the  undersigned shall be solely responsible
          for  the  fees  of  any counsel  retained  by  the
          undersigned  in connection with such  registration
          and  any transfer taxes or underwriting discounts,
          commissions  or  fees  applicable  to  the  Common
          Shares sold by the undersigned pursuant thereto.

          (iv)    Neither   the  filing  of  a  registration
          statement by the Company pursuant to this  Section
          VI(a)   nor   the  making  of  any   request   for
          prospectuses by the undersigned shall impose  upon
          the  undersigned any obligation to sell the Common
          Shares.

          (v)   The undersigned, upon receipt of notice from
          the  Company  that  an event  has  occurred  which
          requires   a   post-effective   amendment   to   a
          registration  statement  or  a  supplement  to   a
          prospectus   included  therein,   shall   promptly
          discontinue  the sale of the Common  Shares  until
          the  undersigned receives a copy of a supplemented
          or  amended prospectus from the Company, which the
          Company shall provide as soon as practicable after
          such notice.

          (vi)   Not  withstanding   anything  else  to  the
          contrary contained in this Subscription Agreement,
          if  the  undersigned requests to have any  of  the
          Common Shares registered under the Securities  Act
          pursuant to this Section VI(a), and if such Common
          Shares are so registered, then this Section  VI(a)
          shall be of no further force or effect.

     (b) Demand Registration.

          (i)   At any time commencing September 1, 1997 and
          expiring  five  (5) years from the  date  of  this
          Subscription Agreement, the undersigned shall have
          the  right  (which  right is in  addition  to  the
          registration  rights under Section VI(a)  hereof),
          exercisable  by written notice to the Company,  to
          have  the  Company  prepare  and  file  with   the
          Commission,   on  one  occasion,  a   registration
          statement  and such other documents,  including  a
          prospectus, as may be necessary in the opinion  of
          counsel  for the Company, in order to comply  with
          the  provisions of the Securities Act,  so  as  to
          permit  a  public offering and sale of the  Common
          Shares.

          (ii)     If   the   undersigned   exercises    its
          registration request, pursuant to Section V1(b)(i)
          above, between September 1st and November 1st (the
          "Window   Period")   of  any   given   year,   the
          registration  costs and filing  fees  incurred  in
          connection  with such registration  (the  "Costs")
          shall  be  divided evenly between the  undersigned
          and the Company; provided, however, that the Costs
          payable  by  the undersigned shall  be  capped  at
          $25,000.    If  the  undersigned  exercises   such
          registration  request on a  date  outside  of  the
          Window  Period, the Costs shall be divided  evenly
          between the undersigned and the Company; provided,
          however, that the Costs payable by the undersigned
          shall  be  capped  at $40,000.   Costs  shall  not
          include  any  amounts payable to the undersigned's
          counsel,   any   transfer  taxes  or  underwriting
          discounts, commissions or fees applicable  to  the
          Common  Shares, which shall be payable  solely  by
          the  undersigned.  Notwithstanding the  foregoing,
          if  the registration  statement to which the Costs
          are  associated is, due solely to actions  of  the
          Company,  not declared effective by the Commission
          within six months from the date it is first  filed
          with  the  Commission, then the Company shall  pay
          all   Costs   associated  with  such  registration
          statement.

          (iii)   In connection with any registration  under
          Section  V1(b)  hereof, the Company covenants  and
          agrees as follows:

               a.  The Company shall use its best efforts to
               file  a  registration statement within  sixty
               (60)  days of receipt of any demand therefor,
               except that if such demand is made during the
               Window Period, the Company shall use its best
               efforts  to  file  a  registration  statement
               within  60  days  of the end  of  the  Window
               Period,  shall use its best efforts  to  have
               any    registration    statements    declared
               effective at the earliest possible time,  and
               shall furnish the undersigned such number  of
               prospectuses    as   shall   reasonably    be
               requested;   provided,  however,   that   the
               Company may, at any time, delay the filing or
               delay  or suspend the effectiveness  of  such
               demand  registration or,  without  suspending
               such  effectiveness, instruct the undersigned
               not  to sell any securities included in  such
               demand registration, (i) if the Company shall
               have  determined upon the written  advice  of
               counsel  (confirmation of which notice  shall
               be  provided to the undersigned in writing by
               such  counsel)  that  the  Company  would  be
               required  to  disclose any actions  taken  or
               proposed to be taken by the Company  in  good
               faith   and   for  valid  business   reasons,
               including without limitation, the acquisition
               or  divestiture  of assets, which  disclosure
               would  have a material adverse effect on  the
               Company  or  on  such  actions,  or  (ii)  if
               required  by  law, to update  the  prospectus
               relating to any such registration to  include
               updated  financial statements (a  "Suspension
               Period")  by  providing the undersigned  with
               written notice of such Suspension Period  and
               the  reasons  therefor; and provided  further
               that   the   Suspension   Periods,   in   the
               aggregate, do not exceed sixty (60) days. The
               Company shall provide such notice as soon  as
               practicable  and in any event  prior  to  the
               commencement of such a Suspension Period. The
               obligations  of  the Company  hereunder  with
               respect  to  the Common Shares are  expressly
               conditioned on the undersigned furnishing  to
               the   Company  such  appropriate  information
               concerning  the  undersigned and  the  Common
               Shares as the Company may reasonably request.

               b.  The  Company agrees that it will use  its
               best efforts to maintain the effectiveness of
               any registration statement filed pursuant  to
               Section VI(b) hereof for a period of  1  year
               from  the effective date of such registration
               statement.

               c. The Company will take all necessary action
               which  may  be  required  in  qualifying   or
               registering the Common Shares included  in  a
               registration statement for offering and  sale
               under the securities or blue sky laws of such
               states  as  reasonably are requested  by  the
               undersigned, provided that the Company  shall
               not  be  obligated  to execute  or  file  any
               general consent to service of process  or  to
               qualify  as  a  foreign  corporation  to   do
               business   under  the  laws   of   any   such
               jurisdiction.

          (iv)    Neither   the  filing  of  a  registration
          statement by the Company pursuant to this  Section
          VI(b)   nor   the  making  of  any   request   for
          prospectuses by the undersigned shall impose  upon
          the  undersigned any obligation to sell the Common
          Shares.

            (v)   The  undersigned, upon receipt  of  notice
          from  the Company that an event has occurred which
          requires   a   post-effective   amendment   to   a
          registration  statement  or  a  supplement  to   a
          prospectus   included  therein,   shall   promptly
          discontinue  the sale of the Common  Shares  until
          the  undersigned receives a copy of a supplemented
          or  amended prospectus from the Company, which the
          Company shall provide as soon as practicable after
          such notice.

(VII).    Registration Indemnification.

     (a)   The Company shall indemnity and hold harmless the
     undersigned  from  and  against  any  and  all  losses,
     claims,  damages and liabilities caused by  any  untrue
     statement   of  a  material  fact  contained   in   any
     registration statement covering the Common Shares filed
     by  the  Company  under the Securities Act,  any  post-
     effective amendment to such registration statement,  or
     any prospectus included therein required to be filed or
     furnished  by reason of Section VI of this Subscription
     Agreement or caused by any omission to state therein  a
     material   fact  required  to  be  stated  therein   or
     necessary   to   make   the  statements   therein   not
     misleading,  except,  insofar as such  losses,  claims,
     damages  or  liabilities are caused by any such  untrue
     statement  or omission based upon information furnished
     or  required to be furnished in writing to the  Company
     by  the  undersigned expressly for use  therein,  which
     indemnification shall include each person, if any,  who
     controls the undersigned within the meaning of the Act;
     provided,  however,  that the indemnification  in  this
     paragraph  VII(a) with respect to any prospectus  shall
     not  inure to the benefit of the undersigned (or to the
     benefit  of any person controlling the undersigned)  on
     account  of  any such loss, claim, damage or  liability
     arising  from  the  sale of the Common  Shares  by  the
     undersigned,  if  a  copy  of a  subsequent  prospectus
     correcting  the  untrue statement or omission  in  such
     earlier  prospectus was provided to the undersigned  by
     the   Company  prior  to  the  subject  sale  and   the
     subsequent prospectus was not delivered or sent by  the
     undersigned  to the purchaser prior to such  sale;  and
     provided  further,  that  the  Company  shall  not   be
     obligated  to  so  indemnity the undersigned  or  other
     person  referred  to  above unless the  undersigned  or
     other  person, as the case may be, shall  at  the  same
     time indemnity the Company, its directors, each officer
     signing such registration statement and each person, if
     any, who controls the Company within the meaning of the
     Securities  Act, from and against any and  all  losses,
     claims,  damages and liabilities caused by  any  untrue
     statement  of  a  material  fact  contained   in   such
     registration  statement, any registration statement  or
     any  prospectus  required to be filed or  furnished  by
     reason of this Subscription Agreement or caused by  any
     omission  to state therein a material fact required  to
     be  stated  therein or necessary to make the statements
     therein not misleading, insofar as such losses, claims,
     damages  or  liabilities  are  caused  by  any   untrue
     statement  or omission based upon information furnished
     in  writing to the Company by the undersigned expressly
     for use therein.

     (b)  If for any reason the indemnification provided for
     in  the  preceding subparagraph is held by a  court  of
     competent   jurisdiction  to  be  unavailable   to   an
     indemnified  party  with respect to  any  loss,  claim,
     damage, liability or expense referred to therein,  then
     the  indemnifying  party, in lieu of indemnifying  such
     indemnified party thereunder, shall contribute  to  the
     amount  paid or payable by the indemnified party  as  a
     result of such loss, claim, damage or liability in such
     proportion  as is appropriate to reflect not  only  the
     relative benefits received by the indemnified party and
     the indemnifying party, but also the relative fault  of
     the  indemnified party and the indemnifying  party,  as
     well as any other relevant equitable considerations.

VIII.      Board Seat.  At any time, through the date  which
is three years from the date of this Subscription Agreement,
a  seat  on  the Company's Board of Directors (the  "Board")
shall  become  vacant,  for whatever  reason,  and,  if  the
Company  determines, in its sole discretion,  to  fill  such
vacant  Board  seat,  then  the  Company  shall  notify  the
undersigned and the undersigned shall have thirty (30)  days
following such notification to provide the Company with  the
name  of  an  individual to fill such Board  seat.   If  the
Company  approves such individual, which approval shall  not
be  unreasonably withheld, then the Company shall elect such
individual to the Board.  If such individual is not approved
then  the  undersigned shall have the right  to  submit  the
names of additional individuals until one is elected to  the
Board.  Once one individual nominated by the undersigned  is
elected  to  the Board the undersigned shall  not  have  the
right to nominate any additional individuals to the Board.

IX.    Series   A  Preferred  Stock.   The  Company   hereby
represents  that  there  are  currently  no  shares  of  the
Company's  Series A Convertible Preferred Stock  ("Series  A
Stock")  issued  and/or outstanding and the  Company  hereby
covenants  that  it will not issue any shares  of  Series  A
Stock  while  there  are any shares of the  Preferred  Stock
issued and outstanding.

X.   Irrevocability; Binding Effect.  The undersigned hereby
acknowledges  and agrees that the subscription hereunder  is
irrevocable  by  the  undersigned,  except  as  required  by
applicable  law, and that this Subscription Agreement  shall
survive the death or disability of the undersigned and shall
be  binding upon and inure to the benefit of the parties and
their  heirs,  executors, administrators, successors,  legal
representatives, and permitted assigns.  If the  undersigned
is  more than one person, the obligations of the undersigned
hereunder  shall  be joint and several and  the  agreements,
representations,  warranties,  and  acknowledgments   herein
shall be deemed to be made by and be binding upon each  such
person and his heirs, executors, administrators, successors,
legal representatives, and permitted assigns.

XI.  Modification.  This Subscription Agreement shall not be
modified or waived except by an instrument in writing signed
by the party against whom any such modification or waiver is
sought.

XII.  Notices.   Any notice or other communication  required
or  permitted to be given hereunder shall be in writing  and
shall be mailed by certified mail, return receipt requested,
or  delivered against receipt to the party to whom it is  to
be given (a) if to either of the Company, at the address set
forth  above, or (b) if to the undersigned, at  the  address
set  forth on the signature page hereof (or, in either case,
to  such other address as the party shall have furnished  in
writing  in  accordance with the provisions of this  Section
XII).   Any notice or other communication given by certified
mail  shall  be  deemed given at the time  of  certification
thereof,  except  for a notice changing  a  party's  address
which shall be deemed given at the time of receipt thereof.

XIII.      Assignability.  Following the initial purchase of
the   Shares,  the  rights  and  obligations  hereunder  are
assignable  by  the  undersigned;  provided,  however,  that
anyone to whom this Subscription Agreement is  assigned must
agree  in  writing  to  be bound by all  of  the  terms  and
provisions  hereof  but the rights and  obligations  of  the
undersigned   under   Section  VIII  of  this   Subscription
Agreement are not transferable or assignable.

XIV. Applicable Law.  This Subscription Agreement shall be
governed by and construed in accordance with the internal
laws of the State of New Jersey without regard to its
conflicts of laws principles.

XV.   Blue  Sky  Qualification. The Sale of  the  Shares  is
expressly  conditioned upon the exemption from qualification
of  the offer and sale of the Shares from applicable Federal
and state securities laws. The Company shall not be required
to qualify this transaction under the securities laws of any
jurisdiction  and,  should qualification be  necessary,  the
Company  shall  be released from any and all obligations  to
maintain its offer, and may rescind any sale contracted,  in
the jurisdiction.

XVI.      Counterparts.   This Subscription Agreement may be
executed  in any number of counterparts, all of which  taken
together  shall  constitute one and the same instrument  and
any  of the parties hereto may execute this subscription  by
signing any of such counterparts and delivering the same  by
telex,  telecopy, telegraph, cable or otherwise  in  writing
(each  delivery by any of such means to be deemed to  be  in
writing, for purposes of this Subscription Agreement).

XVII.     Use of Pronouns.   All pronouns and any variations
thereof  used  herein  shall  be  deemed  to  refer  to  the
masculine,  feminine,  neuter, singular  or  plural  as  the
identity of the person or persons referred to may require.

IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this
Subscription Agreement this 27th day of February, 1997.

Number  of  Shares Subscribed: 280,000 Shares  of  Preferred
Stock
Total Subscription Amount:         $1,400,000

EP MEDSYSTEMS, INC.

By:  /s/ David A. Jenkins
Name:     David A. Jenkins
Title:    President

Address:       58 Route 46 West
               Budd Lake, NJ 07828
Taxpayer Identification Number: 22-3212190


ACCEPTED AND AGREED

ECHOCATH, INC.
By:  /s/ Frank DeBernardis
Name:     Frank DeBernardis
Title:    President
Date: February 27, 1997