Form Of Offshore Securities Subscription Agree

EXHIBIT 10.2
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OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT
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THIS OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT is executed
in reliance upon the transaction "safe harbor" afforded by
Regulation S ("Regulation S") as promulgated by the Securities
and Exchange Commission ("SEC"), under the Securities Act of
1933, as amended ("1933 Act").


This Agreement (hereinafter referred to as "Agreement"), is
entered into as of the __ ST day of February, 1997 by and between
Advanced Mammography Systems, Inc. (the "Issuer") and the buyer
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as setforth on page seven hereof (the "Buyer") with reference to
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the following:


NOW, THEREFORE, IN CONSIDERATION of and in reliance upon the
respective representations and warranties, covenants, terms and
conditions herein contained, the parties agree as follows:


1. PURCHASE OF STOCK AND WARRANTS. Buyer shall purchase
169,377 common shares of the Issuer $0.01 par value (the Stock )
of Issuer at $1.23 per share and 169,377 Warrants in the form
attached hereto at a Exercise Price of $1.93 per share (the
Warrant ). The Stock and the Warrants shall be issued under
Regulation S.


2. PAYMENT OF FEES. The Issuer agrees to pay to
InterFirst or its assigns a placement distribution fee of Ten
percent (10%) and the Investors Counsels fees of One and One
Quarter percent (1 1/4)( Fees ) of the gross proceeds in
connection with the sale of the Stock and the exercise of the
Warrant. The Fees shall be paid simultaneous with the funds
being transferred to the Issuer. InterFirst and Investors
Counsel, shall be entitled to advise and notify the Investor and
the Company of any Fees due to InterFirst and Investors Counsel
from the gross proceeds from any of the transactions under this
Agreement. InterFirst and Counsel shall be entitled to submit
directly to such Investor a demand or claim for the payment of
the fees at the closing of and transaction under this Agreement
and if not paid by the Investor then the Company shall pay the
Fees of InterFirst and Investors Counsel, assuming the Company
receives the gross proceeds.


3 SUBSCRIBER REPRESENTATIONS; ACCESS TO INFORMATION;
INDEPENDENT INVESTIGATION.


a. Offshore Transaction. Buyer represents and
Warrant to Issuer as follows:


(i) Buyer does not have any of its securities
registered under the Securities Exchange Act of 1934 (the
"Exchange Act") and is not a U.S. Person and is not owned by U.S.
Persons as defined in Regulation S and herein;


(ii) At the time the buy order to purchase the
Stock and Warrant was originated, and at the time this Agreement
was executed and delivered, Buyer was outside the United States;


(iii) No offer to purchase the Stock and Warrant
was made in the United States nor were any "directed selling
efforts" as defined in Rule 902 of Regulation S made in the
United States by Buyer or any of its affiliates;


(iv) Buyer is purchasing the Stock and Warrant
for Buyer's own account and for investment purposes and not with
the view towards distribution. Buyer does not have any contract,
understanding or arrangement with any person to sell, transfer or
grant participation to such person or any third person with
respect to the Stock and Warrant;


(v) All subsequent offers and sales of the Stock
and Warrant shall be made in compliance with Regulation S,
pursuant to registration of the Stock and Warrant under the 1933
Act or pursuant to an exemption from such registration;


(vi) Buyer understands that the Stock and Warrant
are being offered and sold to Buyer in reliance on Regulation S
safe harbor from the registration requirements of the 1933 Act
and that the Issuer is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and
understandings of Buyer set forth herein in order to determine
the applicability of such safe harbor and the suitability of
buyer to acquire the Stock and Warrant;


(vii) Buyer acknowledges that Buyer has received
and reviewed the information supplied by the Company pursuant to
Section 4 hereof;


(viii) Buyer agrees that from the date hereof
until the forty-first (41st) day after the purchase of the Stock
and Warrant offered pursuant to Regulation S (the "Restrictive
Period"), that the Buyer, or any successor, or any Professional
(as defined in Section 3a(x) hereof) (except for sales of any
Stock and Warrant registered under the 1933 Act or otherwise
exempt from such registration) (a) will not sell the Stock or the
Warrant to a U.S. Person or for the account or benefit of a U.S.
Person or anyone believed to be a U.S. Person, (b) will not
engage in any efforts to sell the Stock or Warrant in the United
States, (c) will send to a Professional acting as agent or
principal, a confirmation or other notice stating that the
Professional is subject to the same restrictions on transfer to
U.S. Persons or for the account of U.S. Persons during the
Restrictive Period as provided herein , (d) has complied with the
"Offering Restrictions" as defined in Section 902(h)(1), and (e)
on and after the forty-first (41st) days after the purchase of
the Stock and Warrants will offer and sell the Stock and Warrants
in compliance with the safe harbor provisions contained in
Regulation S or pursuant to any exemption from regist ...