Exhibit 10.11

EXECUTION COPY

NON-EXCLUSIVE DISTRIBUTORSHIP AGREEMENT

This Distributorship Agreement (the "Agreement") dated as of October 10, 2002, is by and between ETHICON ENDO-SURGERY, INC., an Ohio
corporation, of 4545 Creek Road, Cincinnati Ohio ("ETHICON"), and FISCHER IMAGING CORPORATION, a Delaware corporation, of 12300 North Grant Street, Denver, Colorado 80241-3120 ("FISCHER").

WHEREAS,
ETHICON already sells and desires to continue to sell the Products in the Territory for use in the Field (In each case, as defined below) during five term of this Agreement; and

WHEREAS,
ETHICON wishes to appoint FISCHER as its non-exclusive distributor of certain Products in the Territory for use in the Field on the terms and conditions set forth
herein;

WHEREAS,
FISCHER desires to be appointed as ETHICON's non-exclusive distributor of the Products In the Territory for use in the Field on the terms and conditions set forth
herein; and

NOW,
THEREFORE, in consideration of the premises and the mutual promises contained herein, the sufficiency of which is acknowledged by both parties, the parties hereto agree as follows:

1.DEFINITIONS. The following capitalized terms shall, except where the context otherwise requires, have the meanings
specified below:



2.RIGHTS TO PRODUCT.



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3.FISCHER ORGANIZATION AND EFFORTS.

FISCHER
shall use diligent efforts in good faith to develop the market for and to sell the Products within the Field, and to such end:



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4.QUANTITIES, PRICES AND FORECASTS.



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5.DELIVERIES.

In
respect of Product order(s) that are up to 125% of the amount specified for a particular Product in the Forecast (as updated for the relevant month), ETHICON's standard lead time for
delivery will be 30 days. In respect of that portion of any Purchase Order which is for greater than 125% of the amount of Product specified in the Forecast, ETHICON's standard lead time for
delivery will be 60 days. In the event Products are not available in the standard lead times, ETHICON will notify FISCHER within 5 business days of receipt of an order of the expected
shipment date. ETHICON will deliver orders of FISCHER, freight prepaid, FOB FISCHER's distribution facility specified in the Purchase Order. ETHICON will make no additional payments for shipping
Products, including excess freight costs for
rush orders, delivery to sites other than the FISCHER distribution facility or for other accessorial charges. Claims for errors or shortages in shipment must be reported to ETHICON promptly.

6.ETHICAL BUSINESS PRACTICES.

ETHICON
has represented to FISCHER that ETHICON's corporate policy requires that ETHICON's business be conducted within the letter and spirit of the law. By signing this Agreement,
FISCHER agrees to conduct the business contemplated herein in a manner which is consistent with such policy and the terms and provisions of this Agreement including, but without limiting the
foregoing, FISCHER's obligations regarding product materials, statements and claims, compliance with the law and auditing as more fully set forth in Section 3 hereof. FISCHER's failure to abide
by the provisions of this Section 6 shall be deemed a material breach of this Agreement and ETHICON may terminate this Agreement in accordance with Section 13(c) hereof.

7.PRODUCT WARRANTY TO FISCHER.



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8.INSURANCE: LIMITATION OF LIABILITY FOR DAMAGES.



9.INDEMNITIES.



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10.INTELLECTUAL PROPERTY.



11.CONFIDENTIAL INFORMATION.

As
used herein, confidential information includes but is not limited to all information given to or acquired by either party in the course of this Agreement relating to the other party,
any Affiliates, the
Products, their design, manufacture, composition and use, and information relating to the present or projected marketing of the Products and strategic plans of either party but specifically excluding
the sales reports described in Section 4(h) hereof. The parties agree they shall not divulge any confidential information to third parties or use any confidential information except in
furtherance of this Agreement and not for any purpose competitive with the other party. Upon the effective date of termination of this Agreement, each party shall return all of such other party's
confidential information in written form including all copies and extracts of such confidential information and all notes based thereon. This provision shall survive termination of this Agreement
until the parties have returned the confidential information of the other party. This obligation of confidentiality shall not apply to any information which is or later becomes public knowledge
through no fault of the other party, or which is subsequently acquired by the other party from sources under no obligations of secrecy, or which is reasonably required to be disclosed by law or in
order to obtain any appropriate governmental approvals but only to the extent such disclosure is so required.

12.TERM OF AGREEMENT; TERMINATION.



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13.EFFECT OF TERMINATION.



14.INDEPENDENT CONTRACTORS.

ETHICON
and FISCHER are Independent contractors. Neither FISCHER nor its employees or representatives are employees, agents or representatives of ETHICON or the Affiliates, and shall not
hold themselves out as such, nor do they have authority or power to bind ETHICON and the Affiliates

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or
contract in ETHICON's or any Affiliate's name. FISCHER shall bear all expenses incurred by it in acting hereunder, including without limited the generality of the foregoing all office expenses,
traveling and entertainment expenses, postage and salaries of its representatives and its other personnel, as well as all advertising and promotional expenses.

15.NOTICES, COMMUNICATIONS, ETC.

Any
notice or other communication required or permitted hereunder shall be sufficient if in writing and delivered by messenger or mailed by first class mail, postage prepaid, or by
facsimile, to the address of the recipient party at its address set forth below or as changed by notice given hereunder.



Notices
or communications shall be effective when received or otherwise known to the recipient or its legal representative. This provision is not intended to be exclusive, and any notice
actually received shall be sufficient

16.ASSIGNMENT.

This
Agreement and the rights and obligations hereunder shall be binding upon and inure to the benefit of the parties hereto, provided, however that ETHICON is entitled to assign its
rights and obligations under this Agreement to any Affiliate without prior written approval from FISCHER, but FISCHER is not entitled to assign this Agreement to any other party without the prior
written approval of ETHICON, which may be withheld in its sole discretion.

17.FORCE MAJEURE.



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19.NO AUTOMATIC WAIVER INVALIDITY.

Failure
to enforce any provision of this Agreement by either party shall not be construed as a waiver of that provision. If any provision of this Agreement is deemed invalid, illegal or
incapable of being enforced under any applicable rule of law or public policy, the remainder of this Agreement shall be valid and otherwise enforceable to the fullest extent permitted by law;
provided, however, that if the validity or unenforceability of such part of or provision in this Agreement substantially denies to a party the intended benefits of this Agreement, this Agreement may
be terminated by such party on 30 days written notice to the other party hereto.

19.GOVERNING LAW.

This
Agreement shall be governed by, and construed in accordance with, the laws of the state of New York, without respect to the laws that might otherwise govern under applicable
principles of conflict of laws.

20.DISPUTES.

Except
as expressly provided otherwise in this Article 20, any controversy or claim arising out of or relating to this Agreement or the validity, inducement, or breach thereof
(each such controversy or claim is hereinafter referred to as a "Dispute"), shall be settled as follows:



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21.PUBLICITY.

No
party to this Agreement shall originate any publicity, news release or other public announcement, written or oral, without the prior written consent of the other party hereto if such
other party or any Affiliate (a "Named Party") is named in such publicity, news release or public announcement, except where required by law; provided, that in such event, the party issuing same shall
still be required to consult with the Named Party a reasonable time prior to the release of the publicity, news release or public announcement to allow the Named Party to comment thereon and, after
its release, shall provide
the Named Party with a copy thereof. For clarification, both parties agree FISCHER may issue a press release in connection with the commencement or termination of this Agreement subject to prior
review by ETHICON.

22.INTEGRATION; MODIFICATION.

This
Agreement together with the Schedules hereto consists of the entire Agreement between the parties with respect to the distribution of Product in the Territory for use in the Field;
provided, however, that the parties hereby recognize that this Agreement explicitly contemplates the furnishing of certain documents in the future, including, without limitation, sales forecasts and
price lists, and this section shall not be deemed to invalidate any such documents that are contemplated to be provided. This Agreement may be modified only by a writing signed by an authorized
officer of the party against which such modification is asserted. Specifically, but without limitation of the foregoing, no provision of any purchase order or other form used by FISCHER in any
transaction contemplated by this Agreement shall add to, detract from or in any other way modify this Agreement unless specifically agreed to in a separate writing signed by an authorized officer of
ETHICON.

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IN
WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement as of the date first above written.

| |  | ETHICON ENDO-SURGERY, INC.              
| |  | ----------------------------------------
| |  | By:                                     
| |  | Name: Richard Dakers                    
| |  | Title: VP Worldwide Business Development
| |  | FISCHER IMAGING CORPORATION             
| |  | By:                                     
| |  | Name: Stephen Burke                     
| |  | Title: EVP Finance & CFO                

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SCHEDULE 1(c)

TERRITORY

50
States and District of Columbia of the United States.

The
Parties may add territories to the Agreement by a modification in accordance with Section 22 of the Agreement.

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