Exhibit 10.1

                             DISTRIBUTION AGREEMENT

      THIS AGREEMENT is made as of May 1, 2001, between EP MedSystems Inc., a
New Jersey corporation (the "EPMD"), and Fischer Imaging, Inc., a Colorado
corporation ("Supplier").

                                    RECITALS:

      A. Supplier is in the business of manufacturing, installing and servicing
fluoroscopy machines.

      B. EPMD is in the business of marketing specialty cardiology products into
the cardiac electrophysiology market.

      C. Supplier and EPMD desire to enter a supply agreement with an exclusive
and non exclusive arrangement for both parties, for the supply of product as
specified in Exhibit A (the "Product").

      NOW, THEREFORE, in consideration of the terms and provisions of this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Supplier and EPMD agree as follows:

      1. SUPPLY OF PRODUCTS

            1.1 Supply of Product. During the Term of this agreement (as defined
      in Section 6.1), Supplier will supply EPMD with all of the product
      required by EPMD. EPMD will maintain ownership either through purchase or
      lease arrangement, one biplane system at all times during this agreement.

            1.2 Forecasts. EPMD shall provide Supplier on a quarterly basis a
      rolling annual forecast by quarter of its requirements for Products, due
      by the first day of the first month of each quarter. The forecasts contain
      EPMD's best estimate of requirements for the Products. Products will be
      ordered by EPMD by the issuance of separately written purchase orders.
      Purchase orders will designate the desired quantities of the Products,
      delivery dates and destinations, and will be submitted at least 90 days
      prior to the shipment date specified. All sales of Products by Supplier to
      EPMD are subject to the provisions of this Agreement and are not subject
      to the terms and conditions contained in any purchase order of EPMD or
      confirmation of supplier, except insofar as a purchase order or
      confirmation establishes the quantity and shipment date for each order of
      Products involved.

            1.3 Product Discontinuance; Changes; Delays.

                  (a) Product Discontinuance. If, during the term of this
            Agreement, Supplier determines that it will cease production of any
            of the

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            Products, Supplier will provide to EPMD at least three months prior
            written notice of such discontinuance and will attempt to offer EPMD
            a replacement therefor from its then existing product line (if there
            is one, as a successor to the Product). Supplier is under no
            obligation to produce Products beyond the term of this Agreement. If
            the replacement is unacceptable to EPMD, then EPMD shall be relieved
            of any obligation to buy such discontinued or replacement Products
            under this Agreement after the date as of which Supplier ceases
            production of such products. Notwithstanding the foregoing, the
            parties acknowledge that Supplier's replacement of any Product with
            an upgrade, next-generation, successor, or similar modification of
            such Product shall not be considered a product discontinuance
            hereunder.

                  (b) Changes. The final specifications for materials,
            components, packaging, labeling, finished product and manufacturing
            controls and other requirements (the "Specifications") for each of
            the Products will be agreed upon in writing by Supplier and EPMD.
            Supplier shall not make changes in the Specifications, testing
            methods, manufacturing processes or equipment used to manufacture
            the Products, including without limitation any changes in the
            quality, method of manufacture, or materials used in the assembly,
            manufacture and supply of the Products, without EPMD's prior written
            consent, which consent shall not be unreasonably withheld.

            1.4 Installation. Sales shall be, net 30 day, 75% FOB origin 25% due
      after installation at EPMD's customer's facility. Full installation and
      all such costs, including shipping costs, shall be borne by Supplier.

            1.5 Modification of Purchase Orders. No accepted purchase order
      shall be modified or canceled without the prior written consent of both
      parties.

            1.6 Inspection of Installed Product by EPMD. EPMD shall have the
      right to inspect installed Products within 30 days after their
      installation or EPMD shall promptly notify and Supplier of any
      nonconforming Product. EPMD shall provide Supplier with a written
      description of any nonconformance to specifications. Supplier shall verify
      the nonconformance and shall credit the invoice for the nonconforming
      Product and promptly act to comply with its warranty,

            1.7 Exclusions. Supplier shall not be required to supply Products:

                  (a) to the extent and only during the period that the failure
            to supply the Products arises from or is incident to unforeseen
            causes beyond its control not resulting from Supplier's fault or
            negligence, including but not limited to acts of a public enemy,
            government, or God (a "force majeure"); or


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                  (b) if a claim of patent infringement is made against Supplier
            or EPMD on the Products; or

                  (c) if EPMD initiates a United States Food and Drug
            Administration ("FDA") regulatory action, such as a recall or field
            action, related to the use of the Products, or if Supplier becomes
            aware of information that reasonable scientists would believe to
            call into question the safety of the use of Products.

            1.8 Records and Recall. Supplier and EPMD shall each maintain
      complete and accurate inventory and sale records for all Products in
      sufficient detail to enable Supplier to conduct an effective recall of
      Products if Supplier determines that such a recall is required or
      otherwise necessary or appropriate. In the event of a recall of any of the
      Products, EPMD will cooperate with and assist Supplier in effecting such
      recall.

            1.9 Exhibit C contains additional supply convenants hereby agreed to
      in an effort to confirm the supply to regulatory and quality standards.

            1.10 Sales & Marketing Support. Supplier will provide to EPMD all
      pertinent information regarding the products listed in Exhibit A. This
      would include any sales/marketing literature, specification sheets, user
      guides or similar information that could be of value to EPMD's sales
      process. Supplier will turn over to EPMD sales leads which it may have
      from time to time.

            1.11 National Accounts. Supplier and EPMD will cooperate for the
      purpose of adding either Suppliers or EPMD's products to current or future
      national buying group contracts.

            1.12 Product Training. Supplier will provide technical and sales
      training to EPMD personnel either at Suppliers location or at a mutually
      agreed upon site. Basic troubleshooting will be included in this training.
      EPMD shall compensate supplier for expenses and a reasonable hourly rate
      for such services.

      2. PRICING AND PAYMENT

            2.1 Pricing. Supplier shall sell to EPMD the Products at the prices
      set forth on Exhibit A. Prior to any automatic renewal the prices will be
      subject to change and subject to mutual agreement. Supplier will notify
      EPMD at least 90 days in advance of any such price changes.

            2.2 Payment. Supplier shall invoice EPMD pursuant to section 1.4.
      All such invoices shall be due and payable in full within 30 days after
      invoice date. In the event that any invoice is not paid in full by EPMD
      within a 60-day period, finance charges will be assessed on the
      outstanding amount at the rate of one percent (1%) per month (12 percent
      per year).

      3. USE OF PRODUCTS


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            3.1 Labeling; Use. EPMD warrants and represents that it shall label,
      promote and sell the Products only as advised by Supplier. Such labeling
      shall be consistent, when applicable and to the extent feasible, with the
      intended use of the product. EPMD shall monitor its customers' use, and
      the sales of Products by its sales representatives and distributors, in a
      reasonable manner to ensure that Products purchased by it hereunder are
      used as labeled and in a safe manner and only for the field of cardiology.
      In no event will EPMD knowingly permit use of the Products other than for
      the treatment of cardiology disorders or in any manner not approved by the
      appropriate regulatory agency, including the FDA.

            3.2 Regulatory Approvals. Supplier, subject to the approval of EPMD,
      shall be responsible for all submissions to appropriate regulatory
      agencies for obtaining regulatory approval for use of the Products sold by
      it hereunder. This includes, and is not limited to, the initial submission
      of the specification and uses of the Product to the appropriate regulatory
      agency and required reporting for any problems or concerns with the
      Products.

            3.3 Product Safety. EPMD and Supplier shall have shared
      responsibility for the safety and efficacy of the Products for their
      intended use. EPMD and Supplier represents that they will have in place
      sufficient systems to assure that its products will be safe in the use for
      which they are intended. Each party shall have the right to audit the
      quality procedures of the other party at reasonable times within normal
      business hours of the other party in order to assure that its products are
      being manufactured in a system of sufficient quality to assure safety.

      4. WARRANTY

            4.1 Warranty. Supplier warrants the Products sold by it hereunder in
      accordance with the standard Limited Warranty supplied with each of the
      Products, as set forth on Exhibit B. As the Products sold by Supplier
      hereunder may change from time to time, the corresponding warranties may
      change, but Supplier shall at all times supply to EPMD a warranty for each
      of the Products that is not less than the warranties given to Supplier's
      other customers for similar Products. In addition to the warranties set
      forth on Exhibit B, Supplier represents and warrants to EPMD that all
      Products sold and delivered to EPMD under this Agreement will be
      manufactured in accordance with FDA Good Manufacturing Practices and
      Supplier's ISO-9001 certifications, and that continually during the term
      of this Agreement no Products delivered by Supplier to EPMD shall be
      adulterated or misbranded at the time of delivery within the meaning of
      the U.S. Food, Drug and Cosmetic Act and regulations thereunder.

            4.2 Remedies. EPMD's remedy and Supplier's obligation and liability
      under these warranties shall include the correction of any such defect in
      the Products or, at Supplier's option, the provision of replacement
      Products to EPMD at Supplier's expense during the specified warranty
      period. SUPPLIER SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL,
      INCIDENTIAL,


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      PUNITIVE OR CONSEQUENTIAL DAMAGES WHETHER BASED ON CONTRACT OR TORT, OR
      OTHER LEGAL THEORY ARISING OUT OF THE SALE, INSTALLATION, SERVICE OR USE
      OF THE PRODUCT. THE SUPPLIER NEITHER ASSUMES NOR AUTHORIZES ANY OTHER
      PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE,
      INSTALLATION, SERVICE OR USE OF ITS PRODUCTS.

      5. INDEMNIFICATION

            5.1 EPMD Indemnification. EPMD shall indemnify, demand and hold
      harmless Supplier and its affiliates, directors, officers, employees, and
      agents and their respective successors, heirs, and assigns against any
      liability, damage, loss or expense imposed upon Supplier in connection
      with any claims, suits, actions, demands, or judgments arising out of, but
      only to the proportional extent caused by, negligence or fault by EPMD or
      any violation of laws or regulations by EPMD in connection with the
      transactions contemplated hereby.

            5.2 Supplier Indemnification. Supplier shall indemnify, defend and
      hold harmless EPMD and its affiliates, directors, officers, employees, and
      agents and their respective successors, heirs, and assigns against any
      liability, damage, loss or expense imposed upon EPMD in conjunction with
      any claims, suits, actions, demands, or judgments arising out of, but only
      to the proportional extent caused by, negligence or fault by Supplier or
      any violation of laws or regulations by Supplier in connection with the
      transactions contemplated hereby.

            5.3 Intellectual Property Protection. Supplier represents and
      warrants that it has obtained all necessary intellectual property
      protection to use and sell the Products under this supply agreement.
      Supplier shall indemnify, defend and hold harmless Supplier against any
      claims, damages, suits or judgments related to patent infringement arising
      out of the use or sale of Products.

            5.4 Insurance. Supplier shall maintain product liability insurance
      to cover its product liability arising as a result of the sale of Product
      to EPMD's customers, with coverage of not less than $5,000,000 per
      occurrence. Upon request, Supplier shall provide evidence of such
      insurance to EPMD.

      6. TERM AND TERMINATION

            6.1 Term. The term of this Agreement shall begin upon the execution
      of this agreement. The Term shall continue for a (1) year period, but
      subject to automatic renewal of the Nonexclusive Term for successive
      one-year periods unless either party terminates this Agreement by notice
      in writing to the other at least 60 days prior to the end of the initial
      Nonexclusive Term or any such one-year renewal thereof.

            6.2 Default. Either party may terminate this Agreement by giving the
      other party at least 30 days' written notice if the other party has
      materially


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      defaulted under this Agreement and fails to cure such material default
      within 30 days after notice of the default.

            6.3 Termination. Notwithstanding the provisions of Sections 6.1 and
      6.2 above, this Agreement may be terminated by either party at any time by
      giving notice in writing to the other party, if (1) the other party
      becomes insolvent, makes an assignment for the benefit of creditors, goes
      into liquidation or receivership or otherwise loses legal control of its
      business; or (ii) the Products become the subject of any (a) material
      safety alert, (b) material advisory or recall by Supplier or by any
      regulatory agency, or (c) material civil legal action (e.g., class action)
      regarding product liability that is not dismissed within 60 days and with
      respect to which it is reasonably probable that a material amount of
      damages and/or remedial action will be required with respect to the
      Products.

      7. MISCELLANEOUS

            7.1 Successors and Assigns. This Agreement shall be binding upon and
      inure to the benefit of the parties hereto and their permitted successors
      and assigns. Without the prior written consent of the other party neither
      party, may assign this Agreement or its rights hereunder; provided,
      however, that, without such consent, either party may assign this
      Agreement to an Affiliate of that party or to a business organization that
      shall succeed to the business and assets of that party.

            7.2 Notices. All notices required or permitted hereby to be sent by
      one party to the other shall be in writing and sent by reputable express
      delivery service or by certified mail.

            7.3 Entire Agreement. If the terms and provisions of any purchase
      order or any other communication from a party respecting this Agreement
      are in conflict, this Agreement shall be deemed controlling. This
      Agreement may not be changed or modified except by an instrument in
      writing executed by both parties stating that it is an amendment hereto.

            7.4 No Joint Venture. Nothing contained in this Agreement shall be
      deemed to create a joint venture, partnership, agency, or similar endeavor
      between the parties hereto. Each party shall act solely as an independent
      contractor, and neither party shall have any power or authority to
      directly or indirectly bind or act on behalf of the other.

            7.5 Arbitration. Any dispute arising out of or relating to this
      Agreement, including the formation, interpretation or alleged breach
      hereof, shall be submitted, at the initiative of either party, to
      arbitration in Denver Colorado before a single arbitrator in accordance
      with the Rules of the American Arbitration Association. The results of
      such arbitration proceedings shall be binding upon the parties hereto, and
      judgment may entered upon the arbitration award in any court having
      jurisdiction thereof. Notwithstanding the foregoing,


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      either party may seek interim injunctive relief from any court of
      competent jurisdiction.

            7.6 Governing Law. The formation, legality, validity, enforceability
      and interpretation of this Agreement shall be governed by the laws of the
      State of CO, USA without giving effect to the principles of conflict of
      laws; provided, however, that nothing in CO, USA procedural law shall be
      deemed to alter or affect the applicability of the Federal Arbitration Act
      as governing arbitration of disputes as provided in Section 7.5, and
      provided, further, that no CO, USA laws or rules of arbitration shall be
      applicable.

            7.7 Right of First Refusal. During the term of this Agreement, EPMD
      shall have a right of first refusal surrounding the sale of the Bloom
      Stimulator product line by Supplier. Should Supplier have a bonafide third
      party offer to purchase such product Supplier shall notify EPMD and EPMD
      shall have 30 days to respond and match such offer in substantially
      similar terms. This right shall expire if no response is made within the
      30 day period.

      ACCORDINGLY, the parties have duly executed this Agreement as of the day
      and year first above written.

                                        FISCHER IMAGING

                                        By: s/ Louis Rivelli

                                        Its:


                                        EP MEDSYSTEMS, INC.

                                        By: s/ David A. Jenkins

                                        Its: President


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                                    EXHIBIT A

                           LIST OF PRODUCTS AND PRICES

      Exclusive Products

      EPX - Single Plane         [confidential treatment requested]
      EPX2 - Bi Plane

      Non Exclusive Products

      Bloom 4-channel stimulator
          Current Model

      Any other Fischer EP Products including tables and options at
      [confidential treatment requested] off list.

      Payment Terms for the Bloom shall be separate and distinct from the
      fluoroscopy products.

      Bloom terms are FOB shipping point, 30 days net from shipment date.

      Service Agreements

            Any extended service agreement sold by EPMD will be split evenly in
      dollars between the Supplier and EPMD.


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                                    EXHIBIT B

                        FISCHER IMAGING PRODUCT WARRANTY

                   Fischer Imaging Corporation (the "Company")

                Contract for Sale of Goods - Terms and Conditions

Warranties - Parts manufactured by the Company are warranted to be free of
defects in material and workmanship for specified periods. Components not
manufactured by the Company generally carry warranties provided by their
manufacturer, which may differ from those offered by the Company. Unless there
is evidence of misuse, abuse, or unauthorized alteration or repair, as
determined by the Company in its sole discretion, if a failure occurs within the
warranty period, the Company will repair or replace, at its option, the
defective item without cost, provided that prompt written notice is given within
the warranty period. The Company's obligation is limited to repair or
replacement and may, where appropriate, be conditioned on parts being returned
under applicable return procedures. The Company reserves the right to use
refurbished or reconditioned parts, to accomplish warranty repairs. This
warranty does not apply to perishable and consumable materials and is effective
only with respect to the original purchase and only where installation and/or
service has been performed by the Company or an authorized dealer.
Responsibility for damage during installation is limited to Company-provided
installation services.

      THIS WARRANTY IS STRICTLY LIMITED TO THE TERMS HEREIN. NO OTHER EXPRESS
WARRANTIES OR REMEDIES SHALL BE BINDING ON THE COMPANY. THE COMPANY SHALL NOT BE
LIABLE FOR CONSEQUENTIAL DAMAGES UNDER ANY WARRANTIES, EXPRESS OR IMPLIED. NO
OTHER WARRANTY IS EXPRESSED OR IMPLIED. THE COMPANY EXPRESSLY DISCLAIMS THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


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                                    EXHIBIT C

                  Intentionally left blank at time of signing.


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                                    EXHIBIT D

Throughout the course of this agreement, both parties agree to maintain a
Product Manager dedicated to the EP Systems business. These individuals will
interface and represent the focal point for all sales, service and
customer-related issues.

                                        s/ Louis Rivelli

                                        Fischer Imaging, Inc.


                                        s/ David A. Jenkins

                                        EP MedSystems, Inc.


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