**Exhibit 10.27**

 

**ACCOUNTS RECEIVABLE FINANCING MODIFICATION AGREEMENT**

 

This AccountsReceivable Financing Modification Agreement is entered into as of December 7,2004, by and between Fischer Imaging Corporation (the “Borrower”) and SiliconValley Bank (“Bank”).

 

**1.****            DESCRIPTIONOF EXISTING INDEBTEDNESS:** Amongother indebtedness which may be owing by Borrower to Bank, Borrower is indebtedto Bank pursuant to, among other documents, an Accounts Receivable FinancingAgreement, dated June 11, 2003 by and between Borrower and Bank, as may beamended from time to time (the “Accounts Receivable Financing Agreement”).  Capitialized terms used without definitionherein shall have the meanings assigned to them in the Accounts ReceivableFinancing Agreement.

 

Repayment of the indebtedness issecured by the Collateral as described in the Loan Agreement and in thatcertain Intellectual Property Security Agreement (the “IP Agreement”).

 

Hereinafter, all indebtedness owingby Borrower to Bank shall be referred to as the “Indebtedness” and the AccountsReceivable Financing Agreement and any and all other documents executed byBorrower in favor of Bank shall be referred to as the “Existing Documents.”

 

**2.****            DESCRIPTIONOF CHANGE IN TERMS**.

 

A.            Modification(s)to Accounts Receivable Financing Agreement:

 

1.             The following termsas defined in Section 1 entitled “Definitions” are hereby amended to read asfollows:

 

“Maturity Date” is March 9, 2005.

 

**3.****             CONSISTENTCHANGES**.    The ExistingDocuments are each hereby amended wherever necessary to reflect the changesdescribed above.

 

**4.****             NODEFENSES OF BORROWER.**  Borrower agrees that, as of this date, it hasno defenses against the obligations to pay any amounts under the indebtedness.

 

**5.****             CONTINUINGVALIDITY.** Borrower understandsand agrees that in modifying the existing Indebtedness, Bank is relying uponBorrower’s representations, warranties, and agreements, as set forth in theExisting Documents.  Except as expresslymodified pursuant to this Accounts Receivable Financing Modification Agreement,the terms of the Existing Documents remain unchanged and in full force andeffect.  Bank’s agreement tomodifications to the existing Indebtedness pursuant to this Accounts ReceivableFinancing Modification Agreement in no way shall obligate Bank to make anyfuture modifications to the Indebtedness. Nothing in this Accounts Receivable Financing Modification Agreementshall constitute a satisfaction of the Indebtedness.  It is the intention of Bank and Borrower toretain as liable parties all makers and endorsers of Existing Documents, unlessthe party is expressly released by Bank in writing.  No maker, endorser, or guarantor will bereleased by virtue of this Accounts Receivable Financing ModificationAgreement.  The terms of this paragraphapply not only to this Accounts Receivable Financing Modification Agreement,but also to any subsequent Accounts Receivable Financing modificationagreements.

 

**6.****             COUNTERSIGNATURE**  This Accounts Receivable FinancingModification Agreement shall become effective only when executed by Borrowerand Bank.

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This Accounts Receivable Financing Modification Agreement is executedas of the date first written above.

 
| **BORROWER:**                    | **BANK:**                  |
|----------------------------------|----------------------------|
|                             |                       |
| **Fischer  Imaging Corporation** | **Silicon  Valley Bank**   |
|                             |                       |
| By:                              | /s/ Mary  Beth Wallingford |   | By: | /s/ Kevin L.  Grossmen |   |
| Name:                            | Mary Beth  Wallingford     |   | Name: | Kevin L.  Grossmen |   |
| Title:                           | VP/Controller              |   | Title:   | SVP |   |

 

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