Exhibit 10.12

FISCHER IMAGING CORPORATION  INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is effective as of this 29th day of September, 1999, by and between Fischer Imaging Corporation, a
Delaware corporation (the "Company"), and Morgan W. Nields ("Indemnitee").

WHEREAS,
the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees, agents and fiduciaries, the significant
increases in the cost of such insurance and the general reductions in the coverage of such insurance;

WHEREAS,
the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers, employees, agents and fiduciaries to
expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited;

WHEREAS,
Indemnitee does not regard the current protection available as adequate under the present circumstances, and the Indemnitee and other directors, officers, employees, agents and
fiduciaries of the Company may not be willing to continue to serve in such capacities without additional protection;

WHEREAS,
the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company and, in part, in order to induce Indemnitee to
continue to provide services to the Company, and the Company wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law; and

WHEREAS,
in view of the considerations set forth above, the Company desires that Indemnitee shall be indemnified by the Company as set forth herein.

NOW,
THEREFORE, the Company and Indemnitee hereby agree as follows:

1.Indemnification.



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2.Expenses; Indemnification Procedure.



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3.Additional Indemnification Rights; Nonexclusivity.



4.No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with
any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Certificate of Incorporation, Bylaw or otherwise) of the amounts
otherwise indemnifiable hereunder.

5.Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of the expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion
of such Expenses to which Indemnitee is entitled.

6.Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable
public policy may prohibit the Company from indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the
Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a
determination of the Company's right under public policy to indemnify Indemnitee.

7.Liability Insurance. To the extent the Company maintains liability insurance applicable to directors, officers, employees,
agents or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the
Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, agents or
fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary.

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8.Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the
terms of this Agreement:



9.Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the
Company against Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of
action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided,however, that if any shorter period of limitations is otherwise applicable to any such cause
of action, such shorter period shall govern.

10.Construction of Certain Phrases.



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11.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original.

12.Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of
the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. The company shall require and cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement
shall continue in effect regardless of whether Indemnitee continues to serve as a director of the Company or of any other enterprise at the Company's request.

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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

| |  | FISCHER IMAGING CORPORATION
| |  | ---------------------------
| |  | By:                        
| |  | Title:                     
| |  | Address:                   

AGREED
TO AND ACCEPTED

INDEMNITEE:

Morgan
W. Nields

(address)

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