****Exhibit10.29****

****No. WC-1A****

THESE SECURITIESHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION AND MAY NOT BESOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIEDUNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANYRECEIVES AN OPINION, IN REASONABLY ACCEPTABLE FORM AND SCOPE, OF COUNSELREASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION, QUALIFICATION OROTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS.

**FISCHER IMAGINGCORPORATION**

**AMENDEDAND RESTATED WARRANT TO PURCHASE SHARES OF COMMON STOCK(Expires February 22, 2010)**
| **Warrant No. WC-1A** | ** ** | **2,000,000 Shares of Common Stock** |
|-----------------------|------------|--------------------------------------|

 

FOR VALUE RECEIVED,subject to the provisions set forth below, the undersigned, Fischer ImagingCorporation, a Delaware corporation (the “**Company**”),hereby certifies that ComVest Investment Partners II LLC, a Delaware limitedliability company or its registered assigns (the “**Holder**”),is entitled to purchase from the Company up to two million (2,000,000) fullypaid and non-assessable shares (the “**Warrant Shares**”)of the Company’s common stock, $0.01 par value per share (the “**Common Shares**”), for cash at a price of four dollars andtwenty five cents ($4.25) per share (the “****Exercise********Price****”)at any time from and after the Exercise Date (as defined below) and until 5:00p.m. (Mountain time) on February 22, 2010 (the “**Expiration Date**”) upon surrender to the Company at itsprincipal office (or at such other location as the Company may advise theHolder in writing) of this Warrant properly endorsed with the Notice ofExercise attached hereto duly filled in and signed and, if applicable, uponpayment in cash or by check of the aggregate Exercise Price for the number ofshares for which this Warrant is being exercised determined in accordance withthe provisions hereof. The Exercise Price and the number of shares purchasablehereunder are subject to adjustment as provided in Section 3 of thisWarrant. For purposes of this Warrant, “**ExerciseDate**” means the first to occur of (i) an Option Triggering Event (asdefined below), (ii) the entering into of an Option Triggering Event Agreement(as defined below), (iii) the delivery by the Holder to the Company of a writtenagreement pursuant to which the Holder agrees not to resell any Warrant Sharesto the public prior to August 23, 2005 or (iv) August 23, 2005. This Warrantamends and restates in its entirety the Warrant No. WC-1 issued to the Holderdated February 22, 2005, the surrender of which is hereby acknowledged by theCompany and the Holder.

**1.    ****Exercise of Warrant**.

1.1   **Exercise**. This Warrant shall be exercisablefrom the Exercise Date until the Expiration Date, and this Warrant shall expireon the Expiration Date. Upon exercise of this Warrant, the Exercise Price shallbe payable in cash or check. This Warrant may be exercised in whole or in partso long as any exercise in part hereof would not involve the issuance offractional Warrant Shares. If exercised in part, the Company shall deliver tothe Holder a new

 

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Warrant, identical in form to this Warrant, in the name ofthe Holder, evidencing the right to purchase the number of Warrant Shares as towhich this Warrant has not been exercised, which new Warrant shall be signed byan appropriate officer of the Company. The term “Warrant” as used herein shallinclude any subsequent Warrant issued as provided herein.

1.2   **Exercise Procedures; Delivery of Certificate**.Upon surrender of this Warrant with a duly executed Notice of Exercise in theform of Annex A attached hereto, togetherwith payment of the Exercise Price for the Warrant Shares purchased, at theCompany’s principal executive offices (the “**DesignatedOffice**”), the Holder shall be entitled to receive a certificate orcertificates for the Warrant Shares so purchased. The Company agrees that theWarrant Shares shall be deemed to have been issued to the Holder as of theclose of business on the date on which this Warrant shall have been surrenderedtogether with the Notice of Exercise and payment for such Warrant Shares.

1.3   **Cashless Exercise**. In lieu of payment of the Exercise Price, aHolder may exercise this Warrant, in whole or in part, by presentation andsurrender of this Warrant to the Company, together with a Cashless ExerciseForm attached hereto as Annex B (or a reasonable facsimile thereof)duly executed (a “**Cashless Exercise**”).Acceptance by the Company of such presentation and surrender shall be deemed awaiver of the Holder’s obligation to pay all or any portion of the ExercisePrice, as the case may be. In the event of a Cashless Exercise, the Holdershall exchange this Warrant for that number of Common Shares determined bymultiplying the number of Common Shares for which this Warrant is being exercisedby a fraction, the numerator of which shall be the difference between (i) thehigher of (A) $7.10 or (B) the then current market price per Common Share and(ii) the Exercise Price, and the denominator of which shall be the higher of(i) $[7.10] or (ii) the then current market price per Common Share. Forpurposes of any computation under this Section l.3, the then current marketprice per Common Share at any date shall be deemed to be the average for theten (10) consecutive business days immediately prior to the Cashless Exerciseof the daily closing prices of the Common Shares on the principal nationalsecurities exchange on which the Common Shares are admitted to trading orlisted, or if not listed or admitted to trading on any such exchange, the lastreported sales prices as included for quotation on Nasdaq, or if not includedfor quotation on Nasdaq, the average of the highest reported bid and lowestreported asked prices as reported by the National Association of SecuritiesDealers, Inc. Automated Quotations System, or if not then publicly traded, thefair market price of the Common Shares as determined, in good faith, by theBoard of Directors of the Company.

1.4   **Holder’s Put Option**. (a) Subject to, and in accordance with,the provisions of this Section 1.4, the Holder shall have the right and option(the “**Put Option**”) to require theCompany to redeem and purchase from the Holder all or any portion of thisWarrant. The Put Option shall be exercisable from time to time for all or partof the Warrant Shares, as provided in Sections 1.4(b) or 1.4(c). The purchaseprice (the “**Option****Purchase Price**”) shall be $0.90 multipliedby the number of Warrant Shares as to which this Put Option is then beingexercised.

(b)           The Put Option shall be exercisableat any time and from time to time after the occurrence of an Option TriggeringEvent. If the Holder desires to exercise a Put Option after an OptionTriggering Event, the Holder shall surrender this Warrant, together with a PutOption Exercise Form attached hereto as Annex C (or a reasonable facsimilethereof) duly executed, to the Company at the Designated Office. Within five(5) business days after its receipt

 

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of the surrendered Warrant and the Put Option ExerciseForm, the Company shall purchase from the Holder that portion of this Warrantas shall be specified in the Put Option Exercise Form at the Option PurchasePrice and pay the applicable Option Purchase Price to the Holder, either bywire transfer of immediately available funds to the account specified by theHolder in the Put Option Exercise Form or by certified or bank check ofimmediately available funds delivered to the Holder at the address specified inthe Put Option Exercise Form. If the Put Option is exercised in part, theCompany shall deliver to the Holder a new Warrant, identical in form to thisWarrant, in the name of the Holder, evidencing the right to purchase the numberof Warrant Shares as to which the Put Option has not been exercised, which newWarrant shall be signed by an appropriate officer of the Company.

(c)           Subject to the last sentence of thisparagraph (c), the Put Option shall be exercisable at any time and from time totime after the Company has entered into an Option Triggering Event Agreement. Ifthe Holder desires to exercise a Put Option after the Company has entered intoan Option Triggering Event Agreement, the Holder shall surrender this Warrant, together with a Put Option ExerciseForm (or a reasonable facsimile thereof) duly executed, to the Company at theDesignated Office. Immediately prior to the consummation of the transactionscontemplated by Option Triggering Event Agreement, the Company shallpurchase from the Holder that portion of this Warrant as shall be specified inthe Put Option Exercise Form at the Option Purchase Price and pay theapplicable Option Purchase Price to the Holder, either by wire transfer ofimmediately available funds to the account specified by the Holder in the PutOption Exercise Form or by certified or bank check of immediately availablefunds delivered to the Holder at the address specified in the Put OptionExercise Form. If the Put Option is exercised in part, the Company shalldeliver to the Holder a new Warrant, identical in form to this Warrant, in thename of the Holder, evidencing the right to purchase the number of WarrantShares as to which the Put Option has not been exercised, which new Warrantshall be signed by an appropriate officer of the Company. If the OptionTriggering Event Agreement shall be terminated or abandoned without thetransactions contemplated thereby being consummated, the Company shall not berequired to purchase any part of this Warrant and instead shall return thisWarrant to the Holder with a notice in writing to the effect that the OptionTriggering Event Agreement has been terminated or abandoned and confirming tothe Holder that this Warrant remains in full force and effect.

(d)           For purposes of this Warrant, “OptionTriggering Event” shall mean any of the following:

(i)            any Changeof Control of the Company (as defined below), including any transaction orseries of transactions that result in a Change of Control of the Company; or

(ii)           any liquidation or dissolution of theCompany, or any action (A) by the Company relating to bankruptcy,insolvency, reorganization or relief from creditors seeking to adjudicate itbankrupt or seeking reorganization, adjustment, winding-up, liquidation,dissolution, composition or other relief with respect to the Company or(B) seeking appointment of a receiver, trustee, custodian or other similarofficial for it or all or any substantial part of its assets, or making ageneral assignment for the benefit of its creditors.

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(e)           For purposes of this Warrant, “**Option Triggering Event Agreement**” shallmean any agreement by the Company to engage in any transaction or series oftransactions that would result in a Change of Control of the Company (but, inthe case of the transactions contemplated by Section 1.4(f)(i)(C)(III) (below),only if the agreement to engage in the transaction or series of transactionscontemplated thereby is entered into on or prior to December 31, 2005).

### (f)            Forpurposes of this Warrant, “**Change of Controlof the Company**” shall mean any of the following at any time afterthe date hereof:

##### (i)            the “Sale of the Company”, whichshall mean any transaction or series of transactions pursuant to which anyperson(s) (meaning an individual, a partnership, a limited liability company, acorporation, an association, a joint stock company, a trust, a joint venture,an unincorporated organization, Section 13D group, or a governmental entity (orany department, agency or political subdivision thereof)) other than the Holderacquire(s), directly or indirectly, (A) beneficial ownership of interestsin the Company (or the surviving or resulting entity in such transaction ortransactions) possessing more than fifty percent (50%) of the outstandingvoting power of the Company (on a fully diluted basis), whether by merger,consolidation, reorganization, combination, issuance, sale or transfer of theCompany’s capital stock, or otherwise, (B) the power, whether through ownershipor securities, as trustee or executor, by proxy or other voting arrangement,contract or otherwise, to elect a majority of the board of directors of theCompany, or (C) of all or a material portion of (including, withoutlimitation, by the Company granting a license or similar transaction regardingrelated intellectual property which has the same or similar economic effect toa sale of such assets) (I) the Company’s Digital Mammography or SenoScanbusiness, including the sale of inventories or services contracts associatedtherewith outside the ordinary course of business, (II) the Company’sSterotactic Biopsy Table or MammoTest business, including the sale ofinventories or services contracts associated therewith outside the ordinarycourse of business or (III) the Company’s general radiological, electrocardiographyor surgical businesses (but, in the case of this clause (III), only if theagreement to engage in such transaction or series of transactions is enteredinto on or prior to December 31, 2005); or

#####  (ii)          amajority of the board of directors of the Company shall consist at such time ofindividuals other than (A) members of the board of directors of the Company onthe date hereof and (B) other members of the board of directors of the Companyrecommended, elected or approved to succeed or become a director of theCompany, as the case may be, by a majority of such members referred to inclause (C) or by members so recommended, elected or approved.

**2.    ****Transfer; Issuanceof Stock Certificates; Restrictive Legends**.

2.1   **Transfer**. Each transfer of this Warrant andall rights hereunder, in whole or in part, shall be registered on the books ofthe Company to be maintained for such purpose, upon surrender of this Warrantat the Designated Office, together with a written assignment of this

 

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Warrant in the form of Annex D attached heretoduly executed by the Holder or its agent or attorney. Upon such surrender anddelivery, the Company shall execute and deliver a new Warrant or Warrants inthe name of the assignee or assignees and in the denominations specified insuch instrument of assignment, and shall issue to the assignor a new Warrantevidencing the portion of this Warrant not so assigned, if any. A Warrant maybe exercised by the new Holder for the purchase of Warrant Shares withouthaving a new Warrant issued. Prior to due presentment for registration oftransfer thereof, the Company may deem and treat the registered Holder of thisWarrant as the absolute owner hereof (notwithstanding any notations ofownership or writing thereon made by anyone other than a duly authorizedofficer of the Company) for all purposes and shall not be affected by anynotice to the contrary. All Warrants issued upon any assignment of Warrantsshall be the valid obligations of the Company, evidencing the same rights, andentitled to the same benefits as the Warrants surrendered upon suchregistration of transfer or exchange.

2.2   **Stock Certificates**. Certificates for theWarrant Shares shall be delivered to the Holder within three (3) business daysafter the rights represented by this Warrant shall have been exercised pursuantto Section 1, and a new Warrant representing the shares of Common Shares, ifany, with respect to which this Warrant shall not then have been exercisedshall also be issued to the Holder within such time. The issuance ofcertificates for Warrant Shares upon the exercise of this Warrant shall be madewithout charge to the Holder hereof including, without limitation, anydocumentary, stamp or similar tax that may be payable in respect thereof; *provided, however*, that the Company shall not be required topay any income tax to which the Holder hereof may be subject in connection withthe issuance of this Warrant or the Warrant Shares.

2.3   **Restrictive Legend**. Except as otherwise providedin this Section 2, each certificate for Warrant Shares initially issued uponthe exercise of this Warrant and each certificate for Warrant Shares issued toany subsequent transferee of any such certificate, shall be stamped orotherwise imprinted with a legend in substantially the following form:

“THESE SECURITIESHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAYNOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AREGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACTOR AN OPINION IN FORM AND FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANYTHAT SUCH REGISTRATION IS NOT REQUIRED.”

Notwithstanding the foregoing, the legend requirementsof this Section 2.3 shall terminate as to any particular Warrant Shares when(i) the Warrant Shares are transferred pursuant to an effective resaleregistration statement, as contemplated in the Registration Rights Agreementbetween the Company and the Holder of even date herewith, or (ii) theCompany shall have received from the Holder thereof an opinion of counsel inform and substance reasonably acceptable to the Company that such legend is notrequired in order to ensure compliance with the Securities Act. Whenever therestrictions imposed by this Section 2.3 shall terminate, the Holder orsubsequent transferee, as the case may be, shall be entitled to receive fromthe

 

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Company without cost to such Holder or transferee acertificate for the Warrant Shares without such restrictive legend.

**3.    ****Adjustment of Numberof Shares; Exercise Price; Nature of Securities lssuable Upon Exercise ofWarrants**.

3.1   **Exercise Price; Adjustment of Number of Shares**.The Exercise Price and the number of shares purchasable hereunder shall besubject to adjustment from time to time as hereinafter provided; *provided, however*, that, notwithstanding the below, in nocase shall the Exercise Price be reduced to below the par value of the class ofstock for which this Warrant is exercisable at such time.

3.2   **Adjustments UponDistribution, Subdivision or Combination**. If the Company, at anytime or from time to time after the issuance of this Warrant, shall(i) make a dividend or distribution on its shares of Common Stock payablein shares of Common Stock, (ii) subdivide or reclassify the outstandingshares of Common Stock into a greater number of shares, or (iii) combineor reclassify the outstanding shares of Common Stock into a smaller number ofshares, the Exercise Price in effect at that time and the number of WarrantShares into which the Warrant is exercisable at that time shall beproportionately adjusted effective as of the record date for the dividend ordistribution or the effective date of the subdivision, combination orreclassification.

3.3   **Adjustment Upon OtherDistributions**. If the Company, at any time or from time to timeafter the issuance of this Warrant, makes a distribution to the holders of theCommon Stock payable in securities of the Company other than shares of CommonStock, then, in each such event, provision shall be made so that the Holdershall receive upon exercise of the Warrant, in addition to the number ofWarrant Shares, the amount of such securities of the Company which would havebeen received if the portion of the Warrant so exercised had been exercised forWarrant Shares on the date of such event, subject to adjustments subsequent tothe date of such event with respect to such distributed securities which shallbe on terms as nearly equivalent as practicable to the adjustments provided inthis Section 3 and all other adjustments under this Section 3.

3.4   **Adjustment Upon Merger,Consolidation or Exchange**. If at any time or from time to time afterthe issuance of this Warrant there is any merger, consolidation, arrangement orstatutory share exchange of the Company with or into any other person orcompany, then, in each such event, provision shall be made so that the Holdershall receive upon exercise of the Warrant the kind and amount of shares andother securities and property (including cash) which would have been receivedupon such merger, consolidation, arrangement or statutory share exchange by theHolder if the portion of the Warrant so exercised had been exercised forWarrant Shares immediately prior to such merger, consolidation, arrangement orstatutory share exchange, subject to adjustments for events subsequent to theeffective date of such merger, consolidation, arrangement or statutory shareexchange with respect to such shares and other securities which shall be onterms as nearly equivalent as practicable to the adjustments provided in thisSection 3 and all other adjustments under this Section 3.

 

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3.5   **Adjustments for Recapitalization or Reclassification**.If, at any time or from time to time after the issuance of this Warrant, theWarrant Shares issuable upon exercise of the Warrant are changed into the sameor a different number of securities of any class of the Company, whether by recapitalization,reclassification or otherwise (other than a merger, consolidation, arrangementor statutory share exchange provided for elsewhere in this Section 3),then, in each such event, provision shall be made so that the Holder shallreceive upon exercise of the Warrant the kind and amount of securities or otherproperty which would have been received in connection with suchrecapitalization, reclassification or other change by the Holder if the portionof the Warrant so exercised had been exercised immediately prior to suchrecapitalization, reclassification or change, subject to adjustments for eventssubsequent to the effective date of such recapitalization, reclassification orother change with respect to such securities which shall be on terms as nearlyequivalent as practicable to the adjustments provided in this Section 3and all other adjustments under this Section 3.

3.6   **Extraordinary Dividends or Distributions.** If,at any time or from time to time after the issuance of this Warrant, the Companyshall declare a dividend or any other distribution upon the Common Stockpayable otherwise than out of current earnings, retained earnings or earnedsurplus and otherwise than in shares of Common Stock, then the Exercise Pricein effect immediately prior to such declaration shall be reduced by an amountequal, in the case of a dividend or distribution in cash, to the amount thereofpayable per share of Common Stock or, in the case of any other dividend ordistribution, to the value thereof per share of Common Stock at the time suchdividend or distribution was declared, as determined by the Board of Directorsof the Company in good faith. Such reductions shall take effect as of the dateon which a record is taken for the purposes of the subject dividend ordistribution, or, if a record is not taken, the date as of which the holders ofrecord of Common Stock entitled to such dividend or distribution are to bedetermined.

3.7   **Adjustment Upon Issuance ofShares of Common Stock Below Exercise Price**.

(a)   Ifthe Company, at any time or from time to time, issues or sells any AdditionalShares of Common Stock (as defined below), other than as provided in theforegoing subsections of this Section 3, for a price per share (which, inthe case of options, warrants, convertible securities or other rights, includesthe amounts paid therefor plus the exercise price, conversion price or othersuch amounts payable thereunder) that is less than the then applicable ExercisePrice, then and in each such case, the then applicable Exercise Price shallautomatically be reduced as of the opening of business on the date of suchissue or sale, to a price determined by multiplying the Exercise Price by afraction (i) the numerator of which shall be (A) the number of sharesof Common Stock deemed outstanding (as determined below) immediately prior tosuch issue or sale, plus (B) the number of shares of Common Stock whichthe aggregate consideration received by the Company for the total number ofAdditional Shares of Common Stock so issued would purchase at such ExercisePrice, and (ii) the denominator of which shall be the number of shares ofCommon Stock deemed outstanding (as defined below) immediately prior to suchissue or sale plus the total number of Additional Shares of Common Stock soissued; provided, however, that upon the expiration or othertermination of options, warrants, or other rights to purchase or acquire sharesof Common Stock, and upon the expiration or termination of the right to convertor exchange convertible or exchangeable securities (whether

 

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by reason of redemption or otherwise), if any thereof shallnot have been exercised, converted or exchanged, as applicable, the number ofshares of Common Stock deemed to be outstanding pursuant to thisSection 3.7(a) shall be reduced by the number of shares as to whichoptions, warrants, and rights to purchase or acquire shares of Common Stockshall have expired or terminated unexercised, and as to which conversion or exchangerights shall have expired or terminated unexercised, and such number of sharesshall no longer be deemed to be outstanding; and the Exercise Price then ineffect shall forthwith be readjusted and thereafter be the price that it wouldhave been had adjustment been made on the basis of the issuance only of theshares of Common Stock actually issued. For purposes of the preceding sentence,the number of shares of Common Stock deemed to be outstanding as of a givendate shall be the sum of (A) the number of shares of Common Stock actuallyoutstanding, (B) the number of Shares for which the Warrant could beexercised on the day immediately preceding the given date, and (C) thenumber of shares of Common Stock which could be obtained through the exerciseor conversion of all other rights, options and convertible securitiesoutstanding on the day immediately preceding the given date. “**Additional Shares of Common Stock**” shallmean all shares of Common Stock, and all options, warrants, convertiblesecurities or other rights to purchase or acquire shares of Common Stock,issued by the Company other than (A) shares of Common Stock and/oroptions, warrants or other Common Stock purchase rights for up to an aggregateof 300,000 shares of Common Stock (such number to be subject to adjustment inaccordance with Section 3.2 above), where such options, warrants or otherrights are issued both (i) with exercise prices per share of Common Stock atthe then-current fair market value of a share of Common Stock, as determined ingood faith by the Board of Directors of the Company or the CompensationCommittee thereof, and (ii) to employees, officers or directors of, orconsultants to, the Company or any subsidiary pursuant to stock purchase orstock option plans or other arrangements that are approved by the Company’sBoard of Directors or the Compensation Committee and (B) shares of CommonStock issued pursuant to the exercise of options, warrants or convertiblesecurities outstanding as of the date hereof.

(b)   Inthe event that the exercise price, conversion price, purchase price or otherprice at which shares of Common Stock are purchasable pursuant to any options,warrants, convertible securities or other rights to purchase or acquire CommonStock is reduced at any time or from time to time (other than under or byreason of provisions designed to protect against dilution), then, upon suchreduction becoming effective, the Exercise Price then in effect hereunder shallforthwith be decreased to such Exercise Price as would have been obtained hadthe adjustments made and required under this Section 3.7 upon the issuance ofsuch options, warrants, convertible securities or other rights been made uponthe basis of (and the total consideration received therefor) (A) the issuanceof the number of shares of Common Stock theretofore actually delivered upon theexercise, conversion or exchange of such options, warrants, convertiblesecurities or other rights, (B) the issuance of all of the Common Stock and allother options, warrants, convertible securities and other rights to purchase oracquire Common Stock issued after the issuance of the modified options,warrants, convertible securities or other rights, and (C) the original issuanceat the time of the reduction of any such options, warrants, convertiblesecurities or other rights then still outstanding.

(c)   Inno event shall an adjustment under this Section 3.7 be made if it wouldresult in an increase in the then applicable Exercise Price.

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3.8   **Adjustment of Option Purchase Price.**At anytime there is an adjustment to the number of Warrant Shares underlying thisWarrant, the Company shall adjust the Option Purchase Price proportionately sothat the consideration to be received by the Holder in connection with theexercise of the Put Option would not be less than would be received by theHolder had such adjustment to the number of Warrant Shares not occurred.

3.9   **Notice of Adjustment**. Whenever the ExercisePrice or Option Purchase Price is adjusted, the Company shall promptly deliverto the Holder a certificate of adjustment, setting forth the Exercise Priceand/or Option Purchase Price after adjustment, a brief statement of the factsrequiring the adjustment and the computation by which the adjustment was made. Thecertificate of adjustment shall be conclusive evidence of the correctness ofthe adjustment.

3.10 **Successive Adjustments.** The provisions ofthis Section 3 shall be applicable successively to each event described hereinwhich may occur subsequent to the issuance of this Warrant and prior to theexercise in full of this Warrant.

**4.    ****Registration;Exchange and Replacement of Warrant; Reservation of Shares**. TheCompany shall keep at the Designated Office a register in which the Companyshall provide for the registration, transfer and exchange of this Warrant. TheCompany shall not at any time, except upon the dissolution, liquidation orwinding-up of the Company, close such register so as to result in preventing ordelaying the exercise or transfer of this Warrant.

The Company may deem andtreat the person in whose name this Warrant is registered as the Holder andowner hereof for all purposes and shall not be affected by any notice to thecontrary, until presentation of this Warrant for registration or transfer asprovided in this Section 4.

Upon receipt by theCompany of evidence reasonably satisfactory to it of the loss, theft,destruction or mutilation of this Warrant and (in case of loss, theft ordestruction) of indemnity satisfactory to it, and (in the case of mutilation)upon surrender and cancellation of this Warrant, the Company will (in theabsence of notice to the Company that the Warrant has been acquired by a bonafide purchaser) make and deliver a new Warrant of like tenor, in lieu of thisWarrant without requiring the posting of any bond or the giving of anysecurity.

The Company shall at alltimes reserve and keep available out of its authorized shares of capital stock,solely for the purpose of issuance upon the exercise of this Warrant, suchnumber of shares of Common Shares as shall be issuable upon the exercisehereof. The Company covenants and agrees that, upon exercise of this Warrantand payment of the Exercise Price therefor, if applicable, all Warrant Sharesissuable upon such exercise shall be duly and validly authorized and issued,fully paid and non-assessable.

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**5.    ****InvestmentRepresentations**. The Holder, by accepting thisWarrant, covenants and agrees that, at the time of exercise of this Warrant,the securities acquired by the Holder upon exercise hereof are for the accountof the Holder or are being acquired for its own investment and account and arenot acquired with a view to, or for sale in connection with, any distributionthereof (or any portion thereof) and with no present intention (at any suchtime) of offering and distributing such securities (or any portion thereof),except in compliance with applicable federal and state securities laws.

**6.    ****Fractional Warrantsand Fractional Shares**. If the number of Warrant Sharespurchasable upon the exercise of this Warrant is adjusted pursuant to Section 3hereof, the Company shall nevertheless not be required to issue fractions ofshares, upon exercise of this Warrant or otherwise, or to distributecertificates that evidence fractional shares. With respect to any fraction of ashare called for upon any exercise hereof, the Company shall pay to the Holderan amount in cash equal to such fraction multiplied by the current market valueof such fractional share as may be prescribed, in good faith, by the Board ofDirectors of the Company.

**7.    ****Warrant Holders NotDeemed Stockholders**. No Holder of this Warrant shall, assuch, be entitled to vote or to receive dividends or be deemed the holder ofWarrant Shares that may at any time be issuable upon exercise of this Warrant,nor shall anything contained herein be construed to confer upon the Holder ofthis Warrant, as such, any of the rights of a stockholder of the Company or anyright to vote for the election of directors or upon any matter submitted tostockholders at any meeting thereof, or to give or withhold consent to anycorporate action (whether upon any recapitalization, issue or reclassificationof stock, change of par value or change of stock to no par value,consolidation, merger or conveyance or otherwise), or to receive notice ofmeetings, or subscription rights, until such Holder shall have exercised thisWarrant and been issued Warrant Shares or deemed to have been issued WarrantShares in accordance with the provisions hereof.

**8.    ****Sales of CompanySecurities**. The Holder agrees that for a period of three (3)years from the date of this Warrant, it will not, and will cause its Affiliatesnot to, sell short, sell short against the box, engage in any other similarderivative transactions or otherwise effect any sales of securities of theCompany except for sales which are covered through the delivery of the WarrantShares.

**9.    ****Notices**. Any noticewhich is required to be given by this Warrant must be in writing, and shall begiven or served, unless otherwise expressly provided herein, by depositing thesame in the United States Mail, postpaid and certified and addressed to theparty to be notified, with return receipt requested, or by delivering the sameby courier or in person to such party (or, if the party or parties to benotified be incorporated, to an officer of such party). Notice deposited in themail, postpaid and certified with return receipt requested, shall be deemedreceived and effective upon the deposit in a proper United States depository. Noticegiven in any other manner shall be effective only if and when received by theparty to be notified. For the purposes of notice, the addresses of the partiesfor the receipt of notice hereunder are:

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|   | If to the  Company:                                                          |                |
|--------|------------------------------------------------------------------------------|---------------------|
|   |  

Fischer Imaging Corporation  12300 N. Grant Street  Denver, CO 80241 |                |
|   | Attention:                                                                   | Harris Ravine       |   |
|   | Tel No.:                                                                     | (303) 450-4370 |   |
|   | Fax No.:                                                                     | (303) 252-4256 |   |

 
|   | If to the Holder:                                                                                                                                                                         |   |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |  

ComVest Investment Partners II LLC

One North Clematis, Suite 300  West Palm Beach, Florida 33401  Attention: Carl Kleidman

Telephone: (561) 868-6070

e-mail: carlk@comvest.com |   |

 

Any party shall have theright from time to time, and at any time, to change its address for the receiptof notice by giving at least five (5) days’ prior written notice of the changeof its address to the other parties in the manner specified herein.

**10. ****Successors**. All thecovenants, agreements, representations and warranties contained in this Warrantshall bind the parties hereto and their respective heirs, executors,administrators, distributees, successors, assigns and transferees.

**11. ****Law Governing**. THISWARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

**12. ****Entire Agreement;Amendments and Waivers**. This Warrant sets forth the entireunderstanding of the parties with respect to the transactions contemplatedhereby. The failure of any party to seek redress for the violation or to insistupon the strict performance of any term of this Warrant shall not constitute awaiver of such term and such party shall be entitled to enforce such termwithout regard to such forbearance. This Warrant may be amended, and any breachof or compliance with any covenant, agreement, warranty or representation maybe waived, only if the Company has obtained the written consent or writtenwaiver of the Holder, and then such consent or waiver shall be effective onlyin the specific instance and for the specific purpose for which given.

**13. ****Severability;Headings**. If any term of this Warrant as applied to any person or toany circumstance is prohibited, void, invalid or unenforceable in any jurisdiction,such term shall, as to such jurisdiction, be ineffective to the extent of suchprohibition or invalidity without in any way affecting any other term of thisWarrant or affecting the validity or enforceability of this Warrant or of suchprovision in any other jurisdiction. The Section headings in this Warrant havebeen inserted for purposes of convenience only and shall have no substantiveeffect.

 

11

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IN WITNESSWHEREOF, the Company has caused this Warrant to be duly executed as of the 22ndday of February, 2005.

 
| ** ** | **FISCHER IMAGING CORPORATION** |
|------------|---------------------------------|
| ** ** | ** **                      |
| ** ** | ** **                      |
|       | By:                             | /s/ Harris Ravine |
|       |                            | Name: Harris Ravine |
|       |                            | Title:   President and Chief  Executive Officer |

 

 

12

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**ANNEX A**

**NOTICE OF EXERCISE**

**(To beexecuted upon partial or fullexercise of the within Warrant)**

 

The undersignedhereby irrevocably elects to exercise the right to purchase __________ sharesof Common Stock of Fischer Imaging Corporation covered by the within Warrantaccording to the conditions hereof and herewith makes payment of the ExercisePrice of such shares in full in the amount of $______________.

 
|   |   | By:    |                             |
|--------|--------|--------|----------------------------------|
|   |   |   | (Signature of Registered Holder) |
|   |   |   |                             |
| Dated: |   |   |                             |

 

 

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** **

**ANNEX B**

 

**CASHLESS EXERCISE FORM**

 

**(To be executedupon partial or full**

**exercise****of Warrantspursuant to Section 1.3 of the Warrant)**

 

                                The undersignedhereby irrevocably elects to surrender ____________ shares of Common Stock ofFischer Imaging Corporation purchasable under the Warrants for such shares ofCommon Stock issuable in exchange therefor pursuant to the Cashless Exerciseprovisions of the within Warrants, as provided for in Section 1.3 of suchWarrant.

 

                                Please issue acertificate or certificates for such Common Stock in the name of, and pay cashfor fractional shares in the name of:

 

(Please print name, address, and social security number/taxidentification number:)

 

and, if saidnumber of shares of Common Stock shall not be all the shares of Common Stockpurchasable thereunder, that a new Warrant for the balance remaining of theshares of Common Stock purchasable under the within Warrants be registered inthe name of the undersigned Holder or its transferee as below indicated anddelivered to the address stated below.

 
| Dated:                 |   |                                                                                                                                                                                  |   |
|------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                   |   |                                                                                                                                                                                  |
| Name of Warrant Holder |
| or transferee:         |   |                                                                                                                                                                                  |
|                   |   | (Please print)                                                                                                                                                                        |
|                   |   |                                                                                                                                                                                  |
| Address:               |   |                                                                                                                                                                                  |
|                   |   |                                                                                                                                                                                  |
| Signature:             |   |                                                                                                                                                                                  |
|                   |   |                                                                                                                                                                                  |
| NOTICE:                |   | The signature on this  form must correspond with the name as written upon the face of this Warrant  in every particular, without alteration or enlargement or any change  whatsoever. |

 

 

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**ANNEX D**

**ASSIGNMENT FORM**

** **

FOR VALUE RECEIVEDthe undersigned registered owner of this Warrant hereby sells, assigns andtransfers unto the Assignee named below all of the rights of the undersignedunder this Warrant, with respect to the number of shares of Common Stock setforth below:

 
|  

Name  and Address of Assignee | No. of Shares of

Common  Stock |
|---------------------------------------|---------------------------------|
|                                  |                            |
|                                  |                            |

 

and does hereby irrevocably constitute andappoint _______________________ attorney-in-fact to register such transfer ontothe books of Fischer Imaging Corporation maintained for the purpose, with fullpower of substitution in the premises.

 
| Dated: |   |   | Print Name: |   |
|--------|--------|--------|-------------|--------|
|   |   |   |        |   |
|   |   |   | Signature:  |   |
|   |   |   |        |   |
|   |   |   | Witness:    |   |

 
| NOTICE: |   | The signature on this  assignment must correspond with the name as written upon the face of this  Warrant in every particular, without alteration or enlargement or any change  whatsoever. |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

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**ANNEX C**

 

**PUT OPTION EXERCISE FORM**

 

**(To be executedupon partial or full**

**exercise****of the PutOption pursuant to Section 1.4 of the Warrant)**

 

                                The undersignedhereby irrevocably elects to require Fischer Imaging Corporation to purchase[all] [a portion] of the Warrant No. WC-1A [representing the right to receive____________ Warrant Shares] pursuant to the Put Option provisions of thewithin Warrant, as provided for in Section 1.4 of such Warrant.

 

                                Please send cashin the amount of the applicable Option Purchase Price (either by wire transferof immediately available funds or bank or certified check of immediatelyavailable funds) to:

 

(Please print name, address, and social security number/taxidentification number:)

 

Wire transferinstructions:

 

(insert wire instructions)

 

and, if saidWarrant is not to be purchased in full, please send a new Warrant for the rightto purchase the balance remaining of the Warrant Shares purchasable under thewithin Warrant to be registered in the name of the undersigned Holder or itstransferee as below indicated and delivered to the address stated below.

 
| Dated:                  |   |                                                                                                                                                                                  |   |
|-------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                    |   |                                                                                                                                                                                  |
| Name of Warrant  Holder |
| or transferee:          |   |                                                                                                                                                                                  |
|                    |   | (Please print)                                                                                                                                                                        |
|                    |   |                                                                                                                                                                                  |
| Address:                |   |                                                                                                                                                                                  |
|                    |   |                                                                                                                                                                                  |
| Signature:              |   |                                                                                                                                                                                  |
|                    |   |                                                                                                                                                                                  |
| NOTICE:                 |   | The signature on  this form must correspond with the name as written upon the face of this  Warrant in every particular, without alteration or enlargement or any change  whatsoever. |

 

 

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