CERTIFICATE OF AMENDMENT
                       OF THE CERTIFICATE OF INCORPORATION
                                       OF
                          SWISSRAY International, Inc.
                      ------------------------------------
                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

         WE,  THE  UNDERSIGNED,  Ruedi  G.  Laupper  and  Josef  Laupper,  being
respectively the President and the Secretary of SWISSRAY International,  Inc., a
corporation  organized  and  existing  under  the laws of the  State of New York
hereby certify:

         1.       The name of the corporation is SWISSRAY International, Inc.

         2.       The  certificate  of  incorporation  of said  corporation  was
filed with the  Department of State on the 2nd day of January.  1968,  under the
name CGS Units Incorporated.  The name was then changed to DMS Industries,  Inc.
on June 15, 1994, and to its current name SWISSRAY  International,  Inc. on June
5, 1995.

         3.       (a) The  Certificate of Incorporation  is amended to authorize
the  issuance  of a new  class  of  stock,  namely  7,000  shares  of  Series  A
Convertible  Preferred  Stock,  par value $.01 per  share,  and to set forth the
respective rights of the holders of such stock; and

                  (b) To  effect  the  foregoing,  "Article  4"  relating to the
Series A Convertible Preferred Stock is amended to read as follows:

         "4.0 The total number of shares  authorized which the corporation shall
have authority to issue is 101,000,000 shares, of which 100,000,000 shares shall
be Common Stock, par value $.01 per share without  cumulative  voting rights and
without any preemptive rights and 1,000,000 shares shall be Preferred Stock, par
value $.01 per share; and

                  The total  number of shares of Series A Preferred  Stock which
the corporation shall have authority to issue is 7,000 shares all of which shall
be Series A Preferred Stock, par value $.01 per share.

          4.1 The Company's Certificate of Incorporation, as amended, authorizes
the issuance of 1,000,000  shares of Preferred  Stock, par value $.01 per share,
and expressly vests in the Board of Directors the authority  provided therein to
issue any or all of such  shares in one or more  series,  and by  resolution  or
resolutions the designation,  number, full or limited voting powers, preferences
and  relative,  participating,  optional  and  other  special  rights,  and  the
qualifications,    limitations,    restrictions,    and   other   distinguishing
characteristics of each series to be issued. Currently,  there are no designated
shares of Series A Convertible Preferred Stock. The rights of the holders of the
Series A  Convertible  Preferred  Stock  shall rank senior to all  issuance  and
rights of the holders of all other series of Preferred Stock hereafter issued by
the Company, with respect to all preferences upon liquidation.

          4.2     Designation Of The Series. The  Board  of  Directors  of   the
Company,  pursuant to authority expressly vested in it as aforesaid, has adopted
the following, creating a Series A issue of Preferred Stock;

         There shall be a series of convertible  Preferred  Stock  designated as
"Series A  Preferred  Stock."  The shares of such  series  shall be  referred to
herein as the "Series A Shares." Upon initial issuance by the Company, the price
per share of the Series A Shares shall be $1,000 (the "Purchase Price"). The par
value per share is $.01. The authorized number of such Series A Shares is 7,000.

                  A.       Voting Rights. Except as otherwise  required  by law,
the holders of the Series A Shares shall not be entitled to vote separately,  as
a series or otherwise, on any matter submitted to a vote

<PAGE>

of the shareholders of the Company.  Notwithstanding the foregoing,  without the
prior  written  consent of the  holders of 66 2/3% (  sixty-six  and  two-thirds
percent) of the Series A Shares;

                  (i) the Company shall not amend,  alter, or repeal (whether by
amendment,  merger, or otherwise) any of the provisions  related to the Series A
Shares of its Certificate of Incorporation,  as amended,  any resolutions of the
board of directors or any instrument  establishing  and designating the Series A
Shares in  determining  the  relative  rights and  preferences  thereof so as to
affect any  materially  adverse  change in the rights,  privileges,  powers,  or
preferences of the holders of Series A Shares; or

                  (ii) the Company shall not create or designate any  additional
preferred stock senior in right as to dividends,  voting rights,  redemptions or
liquidation to the Series A Shares.

                  B.  Dividends.  The  holders of the  Series A Shares  shall be
entitled to receive an 3% per annum non-cumulative  dividend payable on the date
of each conversion the "Dividend  Payment Date").  The dividend shall be payable
in cash or in common  stock par value $.01 per share of the Company (the "Common
Stock"),  at the Company's option. Such dividends shall be payable in preference
to dividends on any Common Stock or stock of any class  ranking,  as to dividend
rights,  junior to the Series A Shares^.  If paid in Common Stock, the number of
shares of the  Company's  Common  Stock to be received  shall be  determined  by
dividing the dollar amount of the dividend by the then applicable  Market Price,
as of the Dividend  Payment  Date.  "Market  Price" shall mean the lesser of (i)
85.35% of the 10-day average  closing bid price,  as reported by Bloomberg,  LP,
for the ten (10)  consecutive  trading days  immediately  preceding the Dividend
Payment Date or (ii) $4.00 (each being referred to as the  "Conversion  Price").
If the  dividend  is to be paid in cash,  the  Company  shall make such  payment
within 10 business  days of the Dividend  Payment Date. If the dividend is to be
paid in Common Stock, said Common Stock shall be delivered to the holder, or per
holder's  instructions,  within 10 business  days of the Dividend  Payment Date.
Dividends  shall  be fully  non-cumulative  and  shall  accrue  (whether  or not
declared  and  whether or not there  shall be funds  legally  available  for the
payment of dividends),  without  interest,  and shall be payable on the Dividend
Payment Date. No interest  shall accrue on any unpaid  dividends on the Series A
Preferred Stock.

                  C.       Conversion Rights.
                           -----------------

                  (I)  Series A  Shares.  Upon  receipt  by the  Company  or its
designated  attorney of a facsimile  or  original of holder's  signed  Notice of
Conversion  preceded  by,  together  with or followed by receipt of the original
Series A Share to be converted  in whole or in part  (within 5 business  days as
indicated in Section C(ii) below), the Company shall instruct its transfer agent
to issue one or more  certificates  representing that number of shares of Common
Stock  into which the Series A Shares are  convertible  in  accordance  with the
provisions regarding conversion set forth below. The Company's transfer agent or
attorney  shall  act as  Registrar  and shall  maintain  an  appropriate  ledger
containing the necessary information with respect to the Series A Shares.

                  (ii) Conversion  Procedures.  The face amount of each Series A
Share may be converted anytime following , its issuance, except as otherwise set
forth herein.  Such  conversion  shall be  effectuated  by  surrendering  to the
Company,  or its attorney,  the Series A Shares to be converted  together with a
facsimile  or  original  of the  signed  Notice of  Conversion  which  evidences
holder's intention to convert those Series A Shares indicated. The date on which
the Notice of Conversion is effective  ("Conversion Date") shall be deemed to be
the date on which  the  holder  has  delivered  to the  Company a  facsimile  or
original of the signed Notice of  Conversion,  as long as the original  Series A
Shares to be converted  are received by the Company or its  designated  attorney
within 5 business days thereafter.

                  (iii) Common Stock to be Issued.  Upon the  conversion  of any
Series A Shares and upon receipt by the Company or its designated  attorney of a
facsimile or original of holder's  signed Notice of Conversion the Company shall
instruct  Company's   transfer  agent  to  issue  stock   certificates   without
restrictive legend or stop transfer instructions, if at that time the underlying
Common Stock has been registered (or with proper  restrictive  legend if not yet
registered),  in the name of  holder  (or its  nominee)  and in such  reasonable

                                       2
<PAGE>

denominations to be specified at conversion representing the number of shares of
Common Stock issuable upon such conversion, as applicable.

                           (iv)     Conversion  Rate.  Holder  is  entitled,  at
its option,  to convert the face  amount of each  Series A Share,  plus  accrued
dividend,  anytime  following  their issuance at the lesser of (a) 85.35% of the
10-day average closing bid price, as reported by Bloomberg, LP, for the ten (10)
consecutive trading days immediately  preceding the Conversion Date or (b) $4.00
(each being referred to as the "Conversion Price"). The date on which the Notice
of Conversion is effective ("Conversion Date") shall be deemed to be the date on
which the holder has  delivered  to the Company a  facsimile  or original of the
signed  Notice  of  Conversion,  as long as the  original  Series A Shares to be
converted  are  received  by the  Company or its  designated  attorney  within 5
business days thereafter.  No fractional shares or scrip representing  fractions
of shares will be issued on conversion,  but the number of shares issuable shall
be rounded  up or down,  as the case may be, to the  nearest  whole  share.  The
Shares are subject to a mandatory,  four year  conversion  feature at the end of
which all Shares outstanding will be automatically converted, upon the terms set
forth in this section ("Mandatory Conversion Date").

                  (v) 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 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 conversion  date.  Upon surrender of any
Series A Shares that are to be converted in part, the Company shall issue to the
holder a new Series A Share equal to the unconverted  amount, if so requested in
writing by holder.

                  (vi)  Within  eight (8)  business  days  after  receipt of the
documentation  referred to above in Section  C(ii),  the Company shall deliver a
certificate in accordance  with Section C(ii) for the number of shares of Common
Stock issuable upon the conversion.  It shall be the Company's responsibility to
take all necessary  actions and to bear all such costs to issue the Common Stock
as provided herein,  including the cost for 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 conversion date. Upon surrender of any Series A Shares that are to
be converted in part, the Company shall issue to the holder a new Series A Share
equal to the unconverted amount, if so requested in writing by holder.

                           In the event the  Company  does not make  delivery of
the Common Stock, as instructed by holder, within 8
business  days after  delivery  of the Notice of  Conversion  or, if later,  the
original  Series A Share,  then in such event the Company shall pay to holder an
amount, in cash in accordance with the following schedule, wherein "No. Business
Days Late" is defined as the number of business  days beyond the 8 business days
delivery period.

                                                     Late Payment for Each
$10,000 of Share
No. Business Days Late                               Amount Being Converted
----------------------                               ----------------------
         1                                                $100
         2                                                $200
         3                                                $300
         4                                                $400
         5                                                $500
         6                                                $600
         7                                                $700
         8                                                $800
         9                                                $900
         10                                               $1,000
         >10                                              $1,000 + $200 for each
                                                          Business Day Beyond 10

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<PAGE>

                           The Company  acknowledges that its failure to deliver
the Common Stock within 8 business days after the Conversion Date will cause the
holder 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 qualify 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 deliver the Common Stock pursuant to the terms
of this Certificate of Designations.

                           To  the  extent  that  the  failure of the Company to
issue the Common Stock pursuant to this section is due to the  unavailability of
authorized but unissued  shares of Common Stock,  the provisions of this section
shall not apply but instead the provisions of Section C(vii) shall apply.

                           The Company  shall make any payments  incurred  under
this section in immediately  available funds within eight (8) business days from
the  Conversion  Date if late.  Nothing  herein shall limit a holder's  right to
pursue actual  damages or cancel the  conversion  for the  Company's  failure to
issue and deliver  Common Stock to the holder  within 8 business  days after the
Conversion Date.

                           Notwithstanding  anything  to  the contrary contained
herein, in those instances where the Company is required to deliver  restrictive
securities  within eight (8) business days, the same may be  accomplished by the
Company  within  fourteen  (14)  business  days  without  the  incurring  of  or
commencement of any penalties. The Company however, will use its best efforts to
deliver the Common Stock issuable upon  conversion as soon as possible after the
applicable Conversion Date.

                  (vii)  The  Company  shall  at  all  times  reserve  (or  make
alternative written  arrangements for reservation or contribution of shares) and
have  available all Common Stock  necessary to meet  conversion of the Shares by
all  holders of the entire  amount of Shares then  outstanding.  If, at any time
holder submits a Notice of Conversion  and the Company does not have  sufficient
authorized but unissued shares of Common Stock (or alternative  shares of Common
Stock as may be contributed  by  stockholders)  available to effect,  in full, a
conversion  of the  Series A Shares (a  "Conversion  Default",  the date of such
default being referred to herein as the "Conversion  Default Date"), the Company
shall issue to the holder all of the shares of Common Stock which are available,
and the Notice of Conversion as to any Series A Shares requested to be converted
but not converted (the "Unconverted Shares"),  upon holder's sole option, may be
deemed  null and void.  The  Company  shall  provide  notice of such  Conversion
Default ("Notice of Conversion  Default") to all existing holders of outstanding
Shares,  by  facsimile,  within three (3) business day of such default (with the
original  delivered by overnight or two day courier),  and the holder shall give
notice to the Company by facsimile  within five  business days of receipt of the
original Notice of Conversion  Default (with the original delivered by overnight
or two day courier) of its  election to either  nullify or confirm the Notice of
Conversion.

                           The  Company  agrees  to  pay  to  all   holders   of
outstanding  Series A Shares  payments  for a  Conversion  Default  ("Conversion
Default Payments") in the amount of (N/365) x (.24) x the initial issuance price
of the  outstanding  and/or  tendered but not converted  Series A Shares held by
each Holdser  where N = the number of days from the  Conversion  Default Date to
the date (the  "Authorization  Date") that the Company  authorizes  a sufficient
number of shares of Common Stock to effect  conversion of all remaining Series A
Shares. The Company shall send notice ("Authorization Notice") to each holder of
outstanding  Series A Shares that  additional  shares of Common  Stock have been
authorized, the Authorization Date and the amount of holder's accrued Conversion
Default Payments.  The accrued Conversion Default shall be paid in cash or shall
be  convertible  into Common  Stock at the  Conversion  Rate,  at the  Company's
option,  payable as follows:  (i) in the event of payment in cash, cash payments
shall  be made to such  holder  of  outstanding  Series A  Shares  by the  fifth
business day of the following calendar month, or (ii) in the event of payment in
stock,  the holder may convert  such  payment  amount  into Common  Stock at the
conversion rate set forth in section C(iv) at anytime after the 5th business day
of the calendar month following the month in which the Authorization  Notice was
received, until the expiration of the mandatory 4 year conversion period.

                                       4
<PAGE>

                           If,  by  the  eighth  (8th)  business  day  after the
Conversion  Date of any  portion  of the  Series A Shares to be  converted  (the
"Delivery Date"),  the transfer agent fails for any reason to deliver the Common
Stock upon  conversion  by the holder and after such Delivery  Date,  the holder
purchases,  in an open market  transaction or otherwise,  shares of Common Stock
(the "Covering  Shares")  solely in order to make delivery in  satisfaction of a
sale of Common  Stock by the holder (the "Sold  Shares"),  which  delivery  such
holder  anticipated to make using the Common Stock  issuable upon  conversion (a
"Buy-In"), the Company shall pay to the holder, in addition to any other amounts
due to holder, and not in lieu thereof, the Buy-In Adjustment Amount (as defined
below).  The "Buy In  Adjustment  Amount" is the amount equal to the excess,  if
any, of (x) the holder's total purchase price (including brokerage  commissions,
if any) for the  Covering  Shares  over (y) the net  proceeds  (after  brokerage
commissions,  if any)  received by the holder from the sale of the Sold  Shares.
The Company shall pay the Buy-In  Adjustment Amount to the holder in immediately
available  funds within eight (8) business days of written demand by the holder.
By way of  illustration  and not in limitation of the  foregoing,  if the holder
purchases  shares of  Common  Stock  having a total  purchase  price  (including
brokerage  commissions)  of $11,000 to cover a Buy-In with  respect to shares of
Common Stock it sold for net proceeds of $10,000,  the Buy-In  Adjustment Amount
which the Company will be required to pay to the holder will be $1,000.

                           The Company acknowledges that its failure to maintain
a sufficient  number of authorized but unissued shares of Common Stock to effect
in full a  conversion  of the  Series A Shares  will  cause the holder to suffer
damages in an amount  that will be  difficult  to  ascertain.  Accordingly,  the
parties  agree that it is  appropriate  to include a  provision  for  liquidated
damages. The liquidated damages provision set forth in this section represents a
good faith effort to quantify  such damages and, as such,  and that the form and
amount  of such  liquidated  damages  are  reasonable  and are not  intended  to
constitute a penalty.  The payment of  liquidated  damages shall not relieve the
Company from its  obligations to deliver the Common Stock.  Nothing herein shall
limit the holder's right to pursue actual  damages for the Company's  failure to
maintain a sufficient number of authorized shares of Common Stock.

                  (viii) The holder  shall be  entitled to convert any or all of
the Series A Shares,  even though a  Registration  Statement,  if any,  covering
those  Series A Shares may not have been  declared  effective  at that time,  in
which case the holder shall receive legended Common Stock until the Registration
Statement is declared  effective or in the written  opinion of legal counsel the
legend may be removed.

                  (ix)  Limitation  on  Issuance  of Shares.  The Company may be
limited  in the  number of shares of Common  Stock it may issue by virtue of (X)
the number of authorized  shares or (Y) the applicable  rules and regulations of
the principal  securities  market on which the Common Stock is listed or traded,
including, but not necessarily limited to, NASDAQ Rule 4310(c)(25)(H)(i) or Rule
4460(i)(1), as may be applicable (collectively, the "Cap Regulations").  Without
limiting  the other  provisions  thereof:  (a) the  Company  will take all steps
reasonably  necessary  to be in a position  to issue  shares of Common  Stock on
conversion of the Series A Shares without  violating the Cap Regulations and (b)
if,  despite  taking such steps,  the Company still can not issue such shares of
Common Stock  without  violating the Cap  Regulations,  the holder of a Series A
Share which can not be  converted  as result of the Cap  Regulations  (each such
Series A Share,  an "Unconverted  Share") shall have the option,  exercisable in
such  holder's  sole and absolute  discretion,  to elect either of the following
remedies:


                            (x) if permitted by the Cap Regulations, require the
         Company  to issue  shares  of  Common  Stock in  accordance  with  such
         holder's  notice of conversion at a conversion  purchase price equal to
         the average of the closing bid price per share of Common  Stock for the
         five (5) consecutive  trading days ^ immediately  preceding the date of
         notice of conversion; or

                                       5
<PAGE>

                           (y) require  the  Company to redeem each  Unconverted
         Share for an amount (the "Redemption  Amount"),  payable in cash, equal
         to  the  sum of (i)  one  hundred  twenty-five  percent  (125%)  of the
         principal  of an  Unconverted  Share,  plus (ii) any accrued but unpaid
         dividend thereon through and including the date (the "Redemption Date")
         on which the Redemption Amount is paid to the holder.

A holder of an  Unconverted  Share may  elect  one of the  above  remedies  with
respect to a portion of such Unconverted Share and the other remedy with respect
to other portions of the Unconverted  Share. The Shares shall contain provisions
substantially  consistent with the above terms, with such additional  provisions
as may be consented to by the holder.

                  (x)  Redemption:  Company  reserves  the  right,  at its  sole
option,  to call a mandatory  redemption of any percentage of the balance on the
Series A Shares during the two year period  following the issuance  date. In the
event the Company  exercises  such right of  redemption  up to and including the
last day of the ninth (9th) month  following  the issuance date it shall pay the
holder,  in U.S. currency One Hundred Seventeen (117%) of the face amount of the
Series A Shares to be redeemed,  plus accrued dividend. In the event the Company
exercises  such right of redemption at anytime  during the tenth (10th)  through
fifteenth (15th) month^ following the issuance date it shall pay the holder,  in
U.S.  currency  One  Hundred  Twenty^  (120%) of the face amount of the Series A
Shares to be redeemed, plus accrued dividend. In the event the Company exercises
such right of redemption  at anytime after the last day of the fifteenth  (15th)
month following the issuance date it shall pay the holder,  in U.S. currency One
Hundred  Twenty-Five  (125%)  of the face  amount  of the  Series A Shares to be
redeemed,  plus accrued dividend.  The date by which the Series A Shares must be
delivered to the Escrow Agent shall not be later than 8 business days  following
the date the Company  notifies the holder by facsimile  of the  redemption.  The
Company shall give the holder at least 5 business  day's  advance  notice of its
intent to redeem and shall honor all Conversion  Notices received by the Company
prior to the time that the holder receives a redemption notice from the Company.
If the Company does not timely pay the redemption amount,  then the holder shall
be entitled to cancel the redemption and the Company shall not have the right to
redeem under this section anytime thereafter.

                  (xi) The  Company  shall  furnish to holder a  prospectus  and
other  documents  incidental to any  registration  of the shares of Common Stock
underlying the Shares, including any amendment of or supplements thereto.

                  (xii)  Limits on Amount of  Conversion  and  Ownership.  In no
event  except  if  there is (I) a  public  announcement  that 50% or more of the
Company is being acquired,  (II) a public announcement that the Company is being
merged,  or (III) a change in  control,  shall the holder be entitled to convert
any Series A Shares to the extent that,  after such  conversion,  the sum of (1)
the number of shares of Common  Stock  beneficially  owned by the holder and its
affiliates  (other than shares of Common Stock which may be deemed  beneficially
owned through the ownership of the unconverted  portion of the Series A Shares),
and (2) the number of shares of Common Stock issuable upon the conversion of the
Series A Shares with respect to which the determination of this proviso is being
made,  would result in beneficial  ownership by the holder and its affiliates of
more than 4.99% of the  outstanding  shares of Common Stock  (after  taking into
account  the  shares to be  issued to the  holder  upon  such  conversion).  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 holder  further  agrees  that if the holder
transfers  or assigns  any of the Series A 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.   Furthermore,   the  Company  shall  not  permit  such
conversions that would violate the provisions of this section, unless amended in
writing upon mutual consent of the parties.

                  (xiii) Certain Adjustments.  In the event of any change in one
or more classes of capital stock of the Company by reason of any stock dividend,
stock split-up, recapitalization,  reclassification, or combination, subdivision
or  exchange  of  shares  or  the  like,  or in  the  event  of  the  merger  or

                                       6

<PAGE>

consolidation  of the  Company or the sale or  transfer by the Company of all or
substantially all of its assets, then all liquidation preference, conversion and
other rights and privileges appurtenant to the Series A Shares shall be promptly
and  appropriately  adjusted by the Board of  Directors  of the Company so as to
fully protect and preserve the same (such  preservation  and protection to be to
the same  extent and effect as if the  subject  event had not  occurred,  or the
applicable  right or  privilege  had  been  exercised  immediately  prior to the
occurrence of the subject event,  or otherwise as the case may be), it being the
intention  that,  following  any such  adjustment,  the  holders of the Series A
Shares shall be in the same  relative  position with respect to their rights and
privileges as they possessed  immediately  prior to the event that  precipitated
the adjustment.

                  (xiv) Costs.  The Company  shall pay all  documentary,  stamp,
transfer or other  transactional  taxes attributable to the issuance or delivery
of shares of Common Stock upon conversion of any Series A Shares;  provided that
the  Company  shall not be  required  to pay any taxes  which may be  payable in
respect of any transfer  involved in the issuance or delivery of any certificate
for such  shares in a name  other than that of the holder of the Series A Shares
in respect of which such shares are being issued.

                  D.       Liquidation.
                           -----------

                  (i) Series A Preference. Upon any liquidation,  dissolution or
winding up of the  Company,  whether  voluntary or  involuntary,  the holders of
Series A Shares shall be entitled,  before any  distribution  or payment is made
upon any shares of Common  Stock or any  preferred  stock  junior in rank to the
Series A Shares,  to be paid an amount per share equal to the liquidation  value
described in this Section 3.D(i) (the "Liquidation  Value");  provided.  If upon
the occurrence of any such event the assets  distributable  among the holders of
the Series A  Preferred  Stock and any other  class or series of  capital  stock
ranking on parity therewith, if any, as to assets in liquidation  (collectively,
the "Parity  Stock"),  shall be  insufficient  to permit the payment of the full
preferential amounts for the Series A Preferred Stock and Parity Stock, then the
entire assets and funds of the Company legally available for distribution to its
shareholders shall be distributed ratably per share to the holders of the Series
A Preferred  Stock and Parity  Stock in  proportion  to their full  preferential
amounts  per  share  to which  they are  respectively  entitled.  The per  share
Liquidation  Value of the Series A Shares on any date is equal to the sum of the
following:

                  (A)      $1,000, plus
                  (B) an amount equal to any accrued and unpaid  dividends  from
the date of issuance of the Series A Shares.

Neither  the  consolidation  nor  merger of the  Company  with or into any other
corporation  or  other  entities,  nor the  sale,  transfer  or  lease of all or
substantially  all of the assets of the Company  shall  itself be deemed to be a
liquidation, dissolution or winding-up of the Company within the meaning of this
Section 3D.  Notice of  liquidation,  dissolution,  or winding-up of the Company
shall be mailed,  by overnight  courier,  postage prepaid,  not less than twenty
(20)  days  prior  to the  date  on  which  such  liquidation,  dissolution,  or
winding-up  is  expected  to take place or become  effective,  to the holders of
record of the Series A Shares at their  respective  addresses as the same appear
on the books of the  Company or  supplied  by them in writing to the Company for
the  purpose  of such  notice,  but no defect in such  notice or in the  mailing
thereof shall affect the validity of the liquidation, dissolution or winding-up.

                  (ii)     General.
                           -------

                           (A)      All of the preferential  amounts  to be paid
to the holders of the Series A Shares pursuant to Section 3D(i) shall be paid or
set apart for  payment  before the  payment or setting  apart for payment of any
amount for, or the  distribution of any assets of the Company to, the holders of
the Common Stock or any preferred stock junior in rank to the Series A Shares in
connection with such liquidation, dissolution or winding-up.

                                       7
<PAGE>

                           (B)       After  setting  apart or paying in full the
preferential  amounts  aforesaid  to the  holders  of record of the  issued  and
outstanding Series A Shares as set forth in Section 3D(i), the holders of record
of Common  Stock and any  preferred  stock junior in rank to the Series A Shares
shall be entitled to participate in any  distribution of any remaining assets of
the  Company,  and the  holders  of record of the  Series A Shares  shall not be
entitled to participate in such distribution.

                  E. Reacquired Shares. Any Series A Shares redeemed, purchased,
converted,  or otherwise  acquired by the Company in any manner whatsoever shall
not be reissued  as part of such  Series A Preferred  Stock and shall be retired
promptly  after the  acquisition  thereof.  All such  Series A Shares upon their
retirement and the filing of any  certificate  required in connection  therewith
shall become authorized but unissued shares of preferred stock.

                  F.  Equality.  All Series A Preferred  Stock  holders shall be
subject  to the same  terms  and  conditions  as set forth  herein.  No Series A
Preferred  Stock  holders  shall be entitled  to or receive  terms that are more
favorable than those given to any other Series A Preferred Stock holder.  In the
event a  Series A  Preferred  Stock  holder  is given  or  receives  terms  more
favorable than those given to or received by any other Series A Preferred  Stock
holder,  then in such event all Series A Preferred  Stock holders shall be given
and entitled to those more favorable terms.

                  G.       Controlling  Documents.  In  the  event that there is
any conflict between the terms, conditions, rights or other matters set forth in
this Certificate of Designation as compared to those terms,  conditions,  rights
or other matters set forth in the related Term Sheet,  Subscription Agreement or
Registration Rights Agreement (these latter three documents hereinafter referred
to in this  paragraph as  "Agreement")  then the terms,  conditions,  rights and
other matters set forth in the Agreement shall be controlling.

                  Additionally,  any and all requirements in this Certificate of
Designation  as relates to notice to or delivery to the Company of any  exercise
of  rights  or  notifications   shall  only  be  valid  if  a  copy  thereof  is
simultaneously (or at least within one business day thereafter) faxed to Company
counsel at Gary B. Wolff, P.C., 212-644-6498.

         4. The statements contained in the foregoing,  creating and designating
the said Series A Preferred Stock and fixing the number, powers, preferences and
relative,   optional,   participating,   and  other   special   rights  and  the
qualifications,    limitations,    restrictions,    and   other   distinguishing
characteristics thereof shall, upon the effective date of said series, be deemed
to be  included  in and be a part of the Amended  and  Restated  Certificate  of
Incorporation, as amended, of the Company.

         5.  In  the  event  that  any  statements  in  this  amendment  to  the
Certificate of Incorporation conflict in any manner whatsoever with previous and
existing  Articles in the Certificate of Incorporation as heretofore  amended to
date,  the  Certificate  shall be governed by the last  amendment as filed.  The
balance of the original  Certificate of Incorporation shall remain in full force
and  unchanged."  The amendment  was authorized by majority vote of the board of
directors.

IN WITNESS WHEREOF,  we have signed this Certificate on the 23rd day of October,
2000, and we affirm the statements  contained  herein as true under penalties of
perjury.

                                                    SWISSRAY INTERNATIONAL, INC.


                                                     By:/s /Ruedi G. Laupper /
                                                        ----------------------
                                                     Ruedi G. Laupper, President



                                                     By:/s/Josef Laupper/
                                                        ----------------------
                                                     Josef  Laupper, Secretary