Form Of Subscription Agreement

Exhibit 10


OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT


This Offshore Securities Subscription Agreement
("Agreement") is executed in reliance upon the transaction
exemption 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 has been executed by the undersigned in
connection with the private placement of up to $3,000,000 4%
Convertible Debentures (hereinafter referred to as the
"Debentures") of Advanced Mammography Systems, Inc., a
corporation organized and existing under the laws of the State of
Delaware, U.S.A., NASDAQ/Small Cap Symbol "MAMO" (hereinafter
referred to as the "COMPANY"). The Debentures being sold
pursuant to this Agreement, and the Shares (as defined below),
have not been registered under the 1933 Act and may not be
offered or sold in the United States or to U.S. Persons, other
than distributors (as such terms are defined in Regulation S),
unless the Debentures or the Shares, as the case may be, are
registered under the 1933 Act, or an exemption from the
registration provisions of the 1933 Act is available. The terms
on which the Debentures may be converted into common stock (the
"Shares") and the other terms of the Debentures are set forth in
the pro forma Debenture in ANNEX I annexed hereto. This
subscription and, if accepted by the COMPANY, the offer and sale
of Debentures and the Shares issuable upon conversion thereof
(collectively the "Securities"), are being made in reliance upon
the provisions of Regulation S ("Regulation S") under the 1933
Act.


The undersigned


NAME: __________________________________________________


ADDRESS: __________________________________________________


__________________________________________________


__________________________________________________


if applicable, a [Corporation][Partnership][Trust]
organized under the laws of __________, a non USA jurisdiction
(hereinafter referred to as the "PURCHASER")


hereby represents and warrants to, and agrees with, the COMPANY
as follows:


1. AGREEMENT TO SUBSCRIBE.


a. SUBSCRIPTION AMOUNT. The undersigned hereby subscribes
for $______________ in principal amount of 4%
Debentures.


b. FORM OF PAYMENT. The PURCHASER shall pay the purchase
price for the Debentures by simultaneously herewith
delivering good funds in United States Dollars to the
escrow agent identified in the Joint Escrow
Instructions attached hereto as ANNEX II (the "Escrow
Agent"). Delivery of such funds to the COMPANY by the
Escrow Agent shall be made against delivery by the
COMPANY of one or more Debentures in accordance with
this Agreement. By signing this Agreement, the
PURCHASER and the COMPANY each agrees to all of the
terms and conditions of, and becomes a party to, the
Joint Escrow Instructions attached hereto as ANNEX II,
all of the provisions of which are incorporated herein
by this reference as if set forth in full.


c. METHOD OF PAYMENT. Payment of the purchase price for
the Debentures shall be made by wire transfer of funds
to:


Bank of New York
350 Fifth Avenue
New York, New York 10001


ABA# 021000018
for credit to the account of Krieger &
Prager, Attorneys
Adar Equities LLC - Account No. 637-1496910


2. SUBSCRIBER REPRESENTATIONS AND COVENANTS; ACCESS TO
INFORMATION; INDEPENDENT INVESTIGATION.


a. OFFSHORE TRANSACTION. PURCHASER represents,
warrants and covenants to COMPANY as follows:


(i) PURCHASER is not a U.S. Person as that term
is defined under Regulation S, as set forth
in Annex III.


(ii) PURCHASER is outside the United States as of
the date of the execution and delivery of
this Agreement.


(iii) PURCHASER is purchasing the Debentures for
its own account and not on behalf of any U.S.
Person, and PURCHASER is the sole beneficial
owner of the Debentures, and has not pre-
arranged any sale with any purchaser or
purchasers in the United States.


(iv) PURCHASER represents and warrants and hereby
agrees that all offers and sales of the
Debentures prior to the expiration of a
period commencing on the date of the receipt
of funds by the COMPANY and ending 40 days
thereafter (the "Restricted Period") shall
only be made in compliance with the safe
harbor contained in Regulation S, pursuant to
the registration provisions under the 1933
Act or pursuant to an exemption from
registration, and all offers and sales after
the expiration of the 40-day period shall be
made only pursuant to such registration or to
an exemption from registration.


(v) PURCHASER acknowledges that the purchase of
the Debentures involves a high degree of
risk, is aware of the risks and further
acknowledges that it can bear the economic
risk of the purchase of the Debentures,
including the total loss of its investment.


(vi) PURCHASER understands that the Debentures are
being offered and sold to it in reliance on
specific exemptions from the registration
requirements of U.S. securities laws and that
the COMPANY is relying upon the truth and
accuracy of the representations, warranties,
agreements, acknowledgements and
understandings of PURCHASER set forth herein
in order to determine the applicability of
such exemptions and the suitability of
PURCHASER to acquire the Debentures, and the
Shares issuable upon conversion thereof.
PURCHASER represents and warrants that the
information contained herein is complete and
accurate. PURCHASER further represents and
warrants that it will notify the COMPANY
immediately upon the occurrence of any
material change therein occurring prior to
the issuance of Shares upon conversion of the
Debenture.


(vii) PURCHASER is sufficiently experienced in
financial and business matters to be capable
of evaluating the merits and risks of its
investments, and to make an informed decision
relating thereto.


(viii) In evaluating its investment, PURCHASER has
consulted its own investment and/or legal
and/or tax advisors. PURCHASER is not
relying on the COMPANY respecting the tax and
other economic considerations of an
investment in the Debentures.


(ix) PURCHASER understands that in the view of the
SEC the statutory basis for the exemption
claimed for this transaction would not be
present if the offering of Debentures, and
the Shares issuable upon conversion thereof,
although in technical compliance with
Regulation S, is part of a plan or scheme to
evade the registration provisions of the 1933
Act. PURCHASER is acquiring the Debentures
for investment purposes and has no present
intention to sell the Debentures, or the
Shares issuable upon conversion thereof, in
the United States or to a U.S. Person or for
the account or benefit of a U.S. Person
either now or after the expiration of the
Restricted Period.


(x) PURCHASER is not an underwriter of, or dealer
in, the Securities, and PURCHASER is not
participating, pursuant to a contractual
agreement, in the distribution of the
Securities.


(xi) Neither PURCHASER or any of its affiliates
presently have or will, directly or
indirectly, maintain any short position in
securities of the COMPANY during the
Restricted Period.


(xii) During the period commencing on the Closing
Date (as defined herein) and ending on the
45th day following such date, PURCHASER will
not sell, commit or agree to sell or pledge
any shares of Common Stock of the COMPANY or
any other securities convertible into or
exercisable for shares of Common Stock of the
COMPANY.


(xiii) PURCHASER has taken no action which would
give rise to any claim by any person for
brokerage commission, finders' fees or the
like relating to this Agreement or the
transactions contemplated hereby.


b. CURRENT PUBLIC INFORMATION. PURCHASER
acknowledges that PURCHASER has been furnished
with or has acquired copies of the COMPANY's most
recent Annual Report on the Form 10-K filed with
the SEC, Forms 10-Q and 8-K filed thereafter
(collectively the "SEC Filings"). PURCHASER is
not relying upon any representations or other
information (whether oral or written) other than
as set forth in the SEC filings or in Annex IV.


c. INDEPENDENT INVESTIGATION; ACCESS. PURCHASER
acknowledges that PURCHASER, in making the
decision to purchase the Debentures subscribed
for, has relied upon independent investigations
made by it and its representatives, if any, and
PURCHASER and such representatives, if any, have,
prior to any sale to it, been given access and the
opportunity to examine all material publicly
available, books and records of the COMPANY, all
material contracts and documents relating to this
offering and an opportunity to ask questions of,
and to receive answers from the COMPANY or any
person acting on its behalf concerning the terms
and conditions of this offering. PURCHASER and
its advisors, if any, have been furnished with
access to all publicly available materials
relating to the business, finances and operation
of the COMPANY and ma ...