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SWISSRAY INTERNATIONAL, INC.
SUBSCRIPTION AGREEMENT AND RELATED DOCUMENTS
REGARDING AUGUST, 1997, REGULATION D OFFERING
Swissray International, Inc. and the undersigned (collectively "the
parties") warrant, represent and agree as follows:
1. In August of 1997, the undersigned participated in a financing with
Swissray International, Inc. ("SRMI") in accordance with various terms
and conditions contained in a subscription agreement and exhibits
thereto, which consisted of an offering of SRMI's securities pursuant
to Regulation D promulgated under the Securities Act of 1933, as
amended, (the "Act").
2. The undersigned exercised its rights in order to purchase a debenture
convertible into SRMI's common stock.
3. The parties understand that while the terms in the above referenced
subscription agreement and related documents pertained to an offering
conducted in August, 1997, of SRMI's debentures pursuant to Regulation
D, such terms are being wholly replaced with new terms and conditions
pertaining to an offering being conducted in December, 1997, pursuant
to Regulation D. The undersigned will be entitled to substantially the
same rights in the December, 1997, Regulation D offering that it would
have been entitled pursuant to the August, 1997, Regulation D offering.
4. The parties acknowledge, agree and understand that upon execution of
the December, 1997, Regulation D subscription agreement and issuance of
the new convertible debenture that all of the undersigned's rights
pursuant to the August, 1997, Regulation D offering will be replaced
and the undersigned authorizes SRMI to treat the August, 1997,
Regulation D documents as a nullity.
5. The parties further acknowledge, agree and understand that upon
execution of the December, 1997, Regulation D subscription agreement
and issuance of the new convertible debenture that SRMI shall treat all
monies received from the undersigned pursuant to the August, 1997,
Regulation D offering as part of the December, 1997, Regulation D
offering.
SWISSRAY INTERNATIONAL, INC.
By:______________________ By:___________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, its Chairman
and President
