Exhibit
10.28


AMENDMENT NO. 1 TO NOTE AND
WARRANT 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 Delaware
corporation (the “Company”), and ComVest Investment Partners II LLC, a
Delaware limited liability company (“ComVest”). Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Agreement.


RECITALS:


WHEREAS, the Company and ComVest have entered into the
Agreement;


WHEREAS, pursuant to and in accordance with Section
10.7 of the Agreement, the parties wish to amend the Agreement as set forth in
this Amendment;


NOW, THEREFORE, in consideration of the rights and
obligations 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 WHEREAS
clause of the Agreement is hereby amended by deleting the parenthetical at the
end thereof and replacing it with the following: “(each, as the same may be
amended or restated from time to time, a “Warrant” and
collectively, the “Warrants”)”.


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


(c)           Section 5.12(c) of the Agreement is
hereby amended by deleting the word “and” before clause (ii) thereof and adding
the following after the end of clause (ii) thereof and before the first
semi-colon: “and (iii) Indebtedness incurred as a result of the exercise of the
Put Option or in order to fund the payment required to be made by the Company
upon exercise of the Put Option”.


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


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


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


 





















 


Section 2.               Waiver. ComVest hereby waives the requirement
specified in Section 2.3(a) of the Agreement that the Company deliver to
ComVest the FDA Certificate as a condition to the obligation of ComVest to
purchase the Second Note. For the avoidance of doubt, ComVest does not waive
the requirement that the Company deliver to ComVest the FDA Certificate as a
condition to the obligation of ComVest to purchase any Additional Notes under
Section 2.3(b) of the Agreement, or any other conditions precedent to any such
purchase, and the Company hereby agrees that it shall be required to deliver
the FDA Certificate to ComVest as a condition to the obligation of ComVest to
purchase any Additional Notes.


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


Section 4.               Parties in Interest; Successors and Assigns. This
Amendment shall be binding upon and inure to the benefit of each party hereto
and its successors and assigns, and nothing in this Amendment, express or
implied, is intended to or shall confer upon any other person any right ,
benefit or remedy of any nature whatsoever under or by reason of this
Amendment. Except in connection with an assignment and transfer of the Notes in
compliance 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 or
obligations hereunder without the prior written consent of the other. Notwithstanding
the foregoing, ComVest may assign its rights hereunder to any of its Affiliates
to whom it assigns its rights under the Agreement.


Section 5.               Entire Agreement. This Amendment constitutes the
entire agreement of the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and undertakings, both written and
oral, between ComVest and the Company with respect to the subject matter
hereof. Except as amended by this Amendment, the Agreement
shall continue in full force and effect.


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


Section 7.               Counterparts. This Amendment may be executed and
delivered (including by facsimile transmission) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original but all of which taken together
shall 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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IN
WITNESS WHEREOF, the Company and ComVest have caused this Amendment to be
executed as of the date first written above by their respective officers
thereunto 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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