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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO._____)*
SWISSRAY International, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
871016-20-0
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(CUSIP Number)
John M. Liviakis, 2420 "K" St., #220, Sacramento, CA 95816, (916) 448-6084
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 29, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTRL NUMBER.
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CUSIP No. 871016-20-0 PAGE 2 OF 13 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
LIVIAKIS FINANCIAL COMMUNICATIONS, INC. 6-0311399
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
3,000,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,000,000
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39.3%
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.3%
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14 TYPE OF REPORTING PERSON*
CO
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1. SECURITY AND ISSUER.
The title of the class of equity securities to which this Statement on
Schedule 13D relates is common stock, $.01 par value (the "Common Stock"),
issued by SWISSRAY International, Inc., a New York corporation (the
"Corporation"). The principal offices of the Corporation are located at 200 East
32nd Street, Suite 34-B, New York, New York 10016.
2. IDENTIFY AND BACKGROUND.
This Statement is filed by Liviakis Financial Communications, Inc., a
California corporation ("LFC").
LFC's principal business is as a consultant in the areas of financial
and investor public relations and communications. LFC's principal business and
principal office address is 2420 "K" Street, Suite 220, Sacramento, California
95816.
LFC's President is John M. Liviakis ("JML"), and its Treasurer, Chief
Financial Officer and Secretary is Renee A. Liviakis ("RAL"). JML and RAL are
the only executive officers of LFC. The activities associated with these
positions constitute the principal occupation and employment of JML and RAL. JML
and RAL are LFC's only directors, and JML and RAL are its sole stockholders. JML
and RAL are citizens of the United States, and their business address is LFC's
principal business address listed above.
During the past five years, none of LFC, JML and RAL has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
and during such period none of them has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, the result of which
was to subject such person to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Schedule 13D is being filed to report 3,000,000 shares of Common
Stock which the Corporation is obligated to issue to LFC pursuant to a
Consulting Agreement dated effective as of March 29, 1999 by and between the
Corporation and LFC (the "Consulting Agreement"). Under the Consulting
Agreement, LFC undertakes to perform certain investor communications, financial
and investor public relations, and related
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services for the Corporation through March 28, 2000. A copy of the Consulting
Agreement is filed as Exhibit "A" to this Schedule 13D.
4. PURPOSE OF TRANSACTION.
The 3,000,000 shares of Common Stock are to be issued by the Corporation
to LFC for consulting services rendered and to be rendered by LFC pursuant to
the Consulting Agreement.
LFC has no plans or proposals which relate to or would result in: any
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Corporation or any subsidiary of the Corporation; the
sale or transfer of a material amount of assets of the Corporation or any of its
subsidiaries; any change in the Corporation's present Board of Directors or
management; any material change in the present capitalization or dividend policy
of the Corporation; any material change in the Corporation's business or
corporate structure; any changes in the Corporation's charter, bylaws, or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Corporation by any person; a class of securities
of the Corporation being delisted from a national securities exchange or ceasing
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; a class of equity securities of the
Corporation becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or any
similar action.
5. INTEREST IN SECURITIES OF THE ISSUER.
LFC expects to have the sole power to direct the vote or disposition of
the 3,000,000 shares of Common Stock to be issued by the Corporation to LFC
pursuant to the Consulting Agreement. LFC would exercise its power to direct the
vote or disposition of such securities through its officers and directors, JML
and RAL.
The 3,000,000 shares of Common Stock that LFC has the right to acquire
pursuant to the Consulting Agreement, and as to which LFC expects to have the
sole power to direct the vote or disposition, represent approximately 39.3% of
that class of securities. The calculation of the percentage of the class of
Common Stock is based on the 4,637,982 shares of Common Stock which the
Corporation reported as outstanding as of February 9, 1999 in its Quarterly
Report on Form 10-Q for the quarterly period ended December 31, 1998.
During the past sixty days, LFC has not engaged in any transactions in
Common Stock, other than entering into the Consulting Agreement.
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6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Corporation entered into the Consulting Agreement with LFC and
agreed therein to issue 3,000,000 shares of Common Stock to LFC in consideration
for consulting services to be performed by LFC pursuant to the Consulting
Agreement through March 28, 2000. The Corporation has the right to extend the
term of the Consulting Agreement for an additional year through March 28, 2001
by issuing to LFC that number of additional shares of Common Stock calculated by
dividing $630,000 by the average closing bid price for Common Stock during the
ten trading days preceding March 29, 2000. In the Consulting Agreement, LFC
agrees that while it retains beneficial ownership of the 3,000,000 shares of
Common Stock that it is to receive pursuant to the Consulting Agreement, or any
portion thereof, it will vote such shares in favor of Reudi G. Laupper
continuing to maintain his current positions with the Corporation; to give Mr.
Laupper or his designee the right to vote LFC's shares at all meetings of the
Corporation's shareholders; and to enter into a voting trust agreement to
effectuate the foregoing arrangements.
Except for the Consulting Agreement, there are no contracts,
arrangements, understandings or relationships between LFC and any other person
with respect to any securities of the Corporation.
7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Consulting Agreement, dated effective March 29, 1999, by and
between the Corporation and LFC.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 23, 1999 Liviakis Financial Communications, Inc.
By /s/John M. Liviakis
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John M. Liviakis, President
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EXHIBIT A
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement"), effective as of March 29, 1999 is
entered into by and between Swissray International, Inc., a New York corporation
with principal offices located in Hochdorf, Switzerland (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 corporate finance,
investor communications and financial investor public relations; and
WHEREAS, Company desires to engage the services of Consultant to assist
and consult with the Company in matters concerning corporate finance and to
represent the Company in investor's 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, 1999 and ending on March
28, 2000.
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
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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;
(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 the 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 well and 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
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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 upon and shortly
after, and in any event, within 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 in entering into this Agreement with Liviakis
Financial Communications, Inc. ("LFC"), a corporation and not any individual
member of LFC, and with 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 (herein referred to as
"Consultants") as follows:
4.1 For undertaking this engagement and for other good and valuable
consideration, the Company agrees to issue and deliver to the
Consultants a "Commencement Bonus" payable in the form of 3,000,000
shares of the Company's common stock ("Common Stock"). This Commencement
Bonus shall be issued to the Consultants immediately following execution
of this Agreement and shall, when issued and delivered to Consultants,
be fully paid and non-assessable. The Company understands and agrees
that Consultants gave 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 3,000,000 shares of Common Stock issued as a
Commencement Bonus, therefore, constitutes payment for Consultant's
agreement to consult to the Company and are a nonrefundable,
nonapportionable, 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, 2000 for any reason
whatsoever, it is agreed and understood that Consultants will not be
requested or demanded by the Company to return any of the shares of
Common Stock paid to it hereunder. The shares of Common Stock issued
pursuant to this Agreement shall be issued in the name of Liviakis
Financial Communications, Inc.
4.2 Consultants acknowledge 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.
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4.3 In connection with the acquisition of Shares hereunder, the Consultants,
represent and warrant to the Company as follows:
(a) Consultants acknowledge that the Consultants have been afforded the
opportunity to ask questions of and receive answers from duly authorized
officers and other representatives of the Company concerning an
investment in the Shares, and any additional information which the
Consultants have requested.
(b) Consultants' investment in restricted securities is reasonable in
relation to the Consultants' net worth, which is in excess of ten (10)
times the Consultants' cost basis in the Shares. Consultants have had
experience in investments in restricted and publicly traded securities,
and Consultants have had experience in investments in speculative
securities and other investments which involve the risk of loss of
investment. Consultants acknowledge that an investment in the Shares is
speculative and involves the risk of loss. Consultants have the
requisite knowledge to assess the relative merits and risks of this
investment without the necessity of relying upon other advisors, and
Consultants can afford the risk of loss of his entire investment in the
Shares. Consultants are (i) accredited investors, 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) Consultants are acquiring the Shares for the Consultants' own
account for long-term investment and not with a view toward resale or
distribution thereof except in accordance with applicable securities
laws.
(d) Consultant agrees that throughout the period of time that it retains
beneficial ownership of all or any portion of the 3,000,000 shares of
Common Stock referred to above that Consultant 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. Consultant further agrees to sign a Voting Trust
Agreement so as to effectuate the terms and intent of this paragraph.
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 will be in addition to any fees
payable by Company to any other intermediary, if any, which shall be per
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
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relationship with the Company, with whom 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 will be in addition to any fees payable by Company to any
other intermediary, if any, which shall be per separate agreements negotiated
between Company and such other intermediary. It is specifically understood that
Consultant is not or does it hold itself out to be a Broker/Dealer, but is
rather merely a "Finder" in reference to the Company procuring financing sources
and acquisition candidates. (Total fee for Liviakis and other commission not to
exceed ten (10) percent).
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. Moreover, 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 preexisting relationship with such nominee and believes such party
should be excluded from this Agreement, then Company will notify
Consultant within 5 days or sooner if possible of such circumstances 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. Indemnification. The Company warrants and represents that all oral
communications, written documents or materials furnished to Consultant by the
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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 material 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.
8. 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.
9. Legal Representation. The Company acknowledges that it has been
represented by independent legal counsel with respect to this Agreement.
Consultant represents that they have consulted with independent legal counsel
and/or tax, financial and business advisors, to the extent the Consultant deemed
necessary.
10. Status of 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
payroll taxes. All such income taxes and other such payments 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.
11. Attorney's Fees. 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
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this Agreement, the successful or prevailing party shall be entitled to recover
reasonable attorney's 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.
12. 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.
13. 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, CEO
200 East 32nd Street, Suite 34-B
New York, NY 10016
To the Consultant: Liviakis Financial Communications, Inc.
John M. Liviakis, President
2420 "K" Street, Suite 220
Sacramento, CA 95816
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 of Venue. This Agreement shall be governed
by, construed and enforced in accordance with the laws of the State of
California. The parties agree that Sacramento 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
New York 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
thereof. 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. Definition of Company. Wherever the term Company appears insofar as same
relates to Company approvals and/or Company requests, such term shall refer to
the approval and/or request of Ruedi G. Laupper, President and CEO of the
Company or his designee (as must be evidenced by document executed by Ruedi G.
Laupper).
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17. Option to Extend Term of Consultancy. Consultant grants to Company the
option (in Company's sole discretion) to extend this Consulting Agreement for an
additional period of one year commencing March 29, 2000 and terminating March
28, 2001 under the same terms, conditions, responsibilities, warranties and
agreements as are contained herein with the sole exception being that paragraph
4.1 to the section entitled "Remuneration" shall be revised so as to reflect the
agreement of the parties hereto that the remuneration to be provided for such
second year shall be $630,000. Such remuneration shall be paid in restrictive
shares of Common Stock with the number of shares to be determined based upon the
ten (10) day average closing bid price for the 10 consecutive trading days
preceding March 29, 2000. In order for the Company to extend this Agreement in
accordance with the terms and conditions of this paragraph, notification must be
sent by the Company to Consultant within no less than two (2) weeks prior to the
termination of this Agreement.
18. 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: 03/29/99 By: /s/Ruedi G. Laupper
-------------------------------------
Ruedi G. Laupper, Chief
Executive Officer
"Consultant" LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
Date: 3/29/99 By: /s/John M. Liviakis
-------------------------------------
John M. Liviakis, President
