**Exhibit10.28**

**AMENDMENT NO.** 1 TO NOTE ANDWARRANT PURCHASE AGREEMENT

AMENDMENT No. 1 (this “Amendment”),dated as of March 29, 2005, to the Note and Warrant Purchase Agreement (the “Agreement”),dated as of February 22, 2005, among Fischer Imaging Corporation, a Delawarecorporation (the “Company”), and ComVest Investment Partners II LLC, aDelaware limited liability company (“ComVest”). Capitalized terms used but notdefined herein shall have the meanings assigned to such terms in the Agreement.

**RECITALS:**

WHEREAS, the Company and ComVest have entered into theAgreement;

WHEREAS, pursuant to and in accordance with Section10.7 of the Agreement, the parties wish to amend the Agreement as set forth inthis Amendment;

NOW, THEREFORE, in consideration of the rights andobligations contained herein, and for other good and valuable consideration,the adequacy of which is hereby acknowledged, the parties agree as follows:

# Section 1.               Amendments to the Agreement. (a) The third WHEREASclause of the Agreement is hereby amended by deleting the parenthetical at theend thereof and replacing it with the following: “(each, as the same may beamended or restated from time to time, a “**Warrant**” andcollectively, the “**Warrants**”)”.

(b)           Section 5.11(i) of the Agreement is hereby amended byadding the following after the word “indicated” and before the colon: “(exceptto the extent of any changes to EBITDA the may result from charges to EBITDAdue to the implementation or exercise of the Put Option (as defined in theWarrants)”.

(c)           Section 5.12(c) of the Agreement ishereby amended by deleting the word “and” before clause (ii) thereof and addingthe following after the end of clause (ii) thereof and before the firstsemi-colon: “and (iii) Indebtedness incurred as a result of the exercise of thePut Option or in order to fund the payment required to be made by the Companyupon exercise of the Put Option”.

(d)           Section5.12(e) of the Agreement is hereby amended by adding the following at the endthereof: “, except for the purchase of the Warrants if the Put Optionthereunder is exercised”.

(e)           Section 5.12(f) of the Agreement ishereby amended by adding the following at the end thereof: “, except payment ofthe purchase price for the Warrants if the Put Option thereunder is exercised”.

(f)            Section 5.12(i) of the Agreement ishereby amended by deleting the word “and” before clause (iv)thereof and adding the following at the end thereof: “and (v) the acquisitionof Warrants upon exercise of the Put Option thereunder”.

 

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# Section 2.               Waiver. ComVest hereby waives the requirementspecified in Section 2.3(a) of the Agreement that the Company deliver toComVest the FDA Certificate as a condition to the obligation of ComVest topurchase the Second Note. For the avoidance of doubt, ComVest does not waivethe requirement that the Company deliver to ComVest the FDA Certificate as acondition to the obligation of ComVest to purchase any Additional Notes underSection 2.3(b) of the Agreement, or any other conditions precedent to any suchpurchase, and the Company hereby agrees that it shall be required to deliverthe FDA Certificate to ComVest as a condition to the obligation of ComVest topurchase any Additional Notes.

# Section 3.               Expenses. The Company shall pay to ComVest allreasonable costs and expenses of ComVest, including the fees and disbursementsof ComVest’s counsel, associated with this Amendment, the Amended and RestatedWarrant to Purchase Shares of Common Stock being entered into by the Company onthe date hereof, the Deposit Account Control Agreement also being entered onthe date hereof and any related documents and agreements.

# Section 4.               Parties in Interest; Successors and Assigns. ThisAmendment shall be binding upon and inure to the benefit of each party heretoand its successors and assigns, and nothing in this Amendment, express orimplied, is intended to or shall confer upon any other person any right ,benefit or remedy of any nature whatsoever under or by reason of thisAmendment. Except in connection with an assignment and transfer of the Notes incompliance with Section 5.1 of the Agreement and the terms of the Notes,neither the Company nor ComVest shall assign this Amendment or any rights orobligations hereunder without the prior written consent of the other. Notwithstandingthe foregoing, ComVest may assign its rights hereunder to any of its Affiliatesto whom it assigns its rights under the Agreement.

# Section 5.               Entire Agreement. This Amendment constitutes theentire agreement of the parties hereto with respect to the subject matterhereof and supersedes all prior agreements and undertakings, both written andoral, between ComVest and the Company with respect to the subject matterhereof. Except as amended by this Amendment, the Agreementshall continue in full force and effect.

# Section 6.               Severability. If any term or other provision of thisAmendment shall be invalid or unenforceable in any jurisdiction, suchinvalidity or unenforceability shall not affect the validity or enforceabilityof the remainder of this Amendment or the validity or enforceability of thisAmendment in any other jurisdiction.

# Section 7.               Counterparts. This Amendment may be executed anddelivered (including by facsimile transmission) in one or more counterparts,and by the different parties hereto in separate counterparts, each of whichwhen executed shall be deemed to be an original but all of which taken togethershall constitute one and the same agreement.

# Section 8.               Governing Law. This Amendment shall be governed by,and interpreted in accordance with, the internal laws of the State of New York,without giving effect to conflicts of law issues.

 

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# INWITNESS WHEREOF, the Company and ComVest have caused this Amendment to beexecuted as of the date first written above by their respective officersthereunto duly authorized.

|   | FISCHER IMAGING  CORPORATION        |
|--------|-------------------------------------|
|   |                                |   |
|   | By:                                 | /s/ Harris Ravine |
|   |                                | Name: Harris  Ravine |
|   |                                | Title: President  and CEO |
|   |                                |   |
|   | COMVEST INVESTMENT  PARTNERS II LLC |
|   |                                |   |
|   | By:                                 | /s/ Larry E. Lenig Jr. |
|   |                                | Name: Larry E. Lenig  Jr. |
|   |                                | Title: Sr. Partner |

 

 

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