EXHIBIT 10.19

Fischer Imaging Corporation  Amended and Restated 2004 Stock Incentive Plan

Article 1General Provisions

1.1Purpose of the Plan.This Plan is intended to promote the interests of the Corporation by
providing eligible persons, who are employed by or serving the Corporation or any Parent or Subsidiary, with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary
interest, in the Corporation as an incentive for them to continue in such employ or service.

Capitalized
terms shall have the meanings assigned to such terms in the attached Appendix.

1.2Structure of the Plan.



1.3Administration of the Plan.



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1.4Eligibility.



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1.5Stock Subject to the Plan.



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Article 2Discretionary Option Grant Program

2.1Exercise Price.



Except
to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date.

2.2Exercise and Term of Options.Each option shall be exercisable at such time or times, during such
period and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option. However, no option shall have a term in excess of
ten years measured from the date that the option is granted.

2.3Vesting.Each option issued pursuant to this program may, at the discretion of the Plan
Administrator, be fully and immediately vested upon issuance or may vest in one or more installments over such term as is defined, at the Plan Administrator's discretion, in the option grant.

2.4Acceleration of Exercisability and Vesting.The Plan Administrator shall have the power to
accelerate the time at which an option granted under this program may first be exercised or the time during which a granted option or any part thereof will vest in accordance with the Plan,
notwithstanding the provisions in the option grant stating the time at which it may first be exercised or the time during which it will vest.

2.5Effect of Termination of Service.



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2.6Unvested Shares.The Plan Administrator shall have the discretion to grant options that are
exercisable for unvested shares of Common Stock. Should Optionee's Service cease while the shares issued upon the early exercise of Optionee's option are still unvested, the Corporation shall have the
right to repurchase any or all of those unvested shares at a price per share equal to thelowerof (i) the exercise price paid per share or
(ii) the Fair Market Value per share at the time Optionee's Service ceases. Once the Corporation exercises its repurchase right, Optionee shall have no further stockholder rights with respect
to those shares. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall
be established by the Plan Administrator and set forth in the document evidencing such repurchase right. Any repurchases must be made in compliance with the relevant provisions of Delaware law.

2.7Limited Transferability of Options.An Incentive Option shall be exercisable only by Optionee
during his or her lifetime and shall not be assignable or transferable other than by will or by the laws of inheritance following Optionee's death. A Non-Statutory Option may be assigned in whole or
in part during Optionee's lifetime to one or more of Optionee's family members (as such term is defined in the instructions to Form S-8), or to Optionee's former spouse through a gift or
pursuant to a domestic relations order. The terms applicable to the assigned portion shall be the same as those in effect for the option immediately prior to such assignment and shall be set forth in
such documents issued to the assignee as the Plan Administrator may deem appropriate.

2.8Incentive Options.The terms specified below shall be applicable to all Incentive Options. Except
as modified by the provisions of this Section 2.8, all the provisions of Articles 1, 2 and 5 shall be applicable to Incentive Options. Options that are specifically designated as Non-Statutory
Options arenotsubject to the terms of this Section 2.8.



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2.9Obligation to Report Disqualifying Dispositions.If a Participant effects any disposal of shares
granted pursuant to the exercise of an Incentive Stock Option before the required holding period has elapsed (a "Disqualifying Disposition"), the
Participant must immediately notify the Company of such disposition in writing. Under applicable law as of the Plan Effective Date, the participant would be taxed on such Disqualifying Dispositions as
though he or she had exercised a Non-Statutory Option, except that the ordinary income on exercise of such option is recognized in the year of the Disqualifying Disposition and generally is the lesser
of the original spread of the Fair Market Value of the shares over the exercise price upon exercise or the excess of the amount realized in the sale of the stock over the original option price. In the
case of a Disqualifying Disposition of shares underlying an Incentive Stock Option, the Company will be entitled to a deduction equal to the income to the Participant.

2.10Change in Control/Proxy Contest.



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2.11Cancellation and Regrant of Options.The Plan Administrator shall have the authority to effect,
at any time and from time to time, with the consent of the affected option holders, the cancellation of any or all outstanding options granted pursuant to the Plan and to grant in substitution new
options covering the same or a different number of shares of Common Stock.

Article 3Stock Issuance Program

3.1Purchase Price.



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3.2Vesting Provisions.



3.3Stockholder Rights.Subject to the terms of the Stock Issuance Agreement, Participant shall have
full stockholder rights with respect to any shares of Common Stock issued to Participant pursuant to this program, whether or not Participant's interest in those shares is vested. Accordingly,
Participant shall have the right to vote such shares and to receive any regular cash dividends paid on such shares.

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3.4Change in Control/Proxy Contest.The Plan Administrator shall have the discretionary authority,
exercisable either at the time the unvested shares are issued or at any time while the Corporation's repurchase rights are outstanding, to provide that those rights shall automatically terminate in
whole or in part on an accelerated basis, and that some or all of the shares of Common Stock subject to those terminated rights shall immediately vest, upon the occurrence of a Change in Control, a
Proxy Contest or another event, or in the event Participant's Service is Involuntary Terminated within a designated period of time following a specified event.

Article 4Automatic Option Grant Program

4.1Grant Dates.Automatic option grants shall be made in the amounts and on the dates specified
below:



4.2Exercise Price.The exercise price per share shall be equal to 100% of the Fair Market Value per
share of Common Stock on the date the option is granted under this program.

4.3Option Term.Subject to the provisions of Sections 4.6 and 4.7, each option shall have a
term of ten years measured from the date the option is granted under this program.

4.4Exercise and Vesting of Options.Each option granted under this program shall be fully vested
upon grant and immediately exercisable for any or all of the shares subject to the option.

4.5Termination of Board Service.The following provisions shall govern the exercise of any options
granted to Optionee pursuant to this program that are outstanding at the time Optionee ceases to serve as a Board member:



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4.6Change in Control.



4.7Remaining Terms.The remaining terms of each option granted pursuant to this program shall be the
same as the terms in effect for option grants made pursuant to the Discretionary Option Grant Program.

Article 5Miscellaneous Matters

5.1Financing.Unless doing so would not comply with applicable law, the Plan Administrator may
permit any non-executive officer Optionee or Participant to pay the exercise price for shares subject to an option granted under the Discretionary Option Grant Program or the purchase price of shares
issued under the Stock Issuance Program by delivering a full-recourse, interest-bearing promissory note secured by the purchased shares and payable in one or more installments. Subject to the
provisions of the Sarbanes-Oxley Act of 2002, executive officers are prohibited from entering into such note agreements. The Plan Administrator, after considering any potential adverse tax and
accounting consequences, shall set the remaining terms of the note. In no event may the value of the promissory note available to Optionee or Participant exceed the sum of (A) the aggregate
option exercise price or purchase price payable for the purchased shares (less the par value of those shares) plus (B) any applicable income and employment withholding tax liability incurred by
Optionee or Participant in connection with the option exercise or share purchase. Prior to permitting the use of promissory notes as payment under the Plan, the Plan Administrator should consider the
restrictions on doing so imposed by Regulation U of the Federal Reserve Board.

5.2Tax Withholding.



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So
as to avoid adverse accounting treatment, the number of shares of Common Stock that may be withheld for this purpose shall not exceed the minimum number needed to satisfy the applicable income and
employment tax withholding rules. Shares of Common Stock used to satisfy withholding tax obligations must have been held for the requisite period, if any, necessary to avoid a charge to the
Corporation's earnings for financial reporting purposes.

5.3Share Escrow/Legends.Unvested shares of Common Stock may, in the Plan Administrator's
discretion, be held in escrow by the Corporation until Participant's or Optionee's interest in such shares vest or may be issued directly to Participant or Optionee with restrictive legends on the
certificates evidencing the fact that Participant or Optionee does not have a vested right to them.

5.4Stockholder Rights.The holder of an option shall have no stockholder rights with respect to the
shares subject to the option until such person shall have exercised the option, paid the exercise price and become the holder of record of the purchased shares.

5.5Effective Date and Term of the Plan.



5.6Amendment or Termination.The Board shall have complete and exclusive power and authority to
amend or terminate the Plan or any awards made hereunder. However, no such amendment or termination of the Plan shall adversely affect the rights and obligations with respect to options or unvested
stock issuances at the time outstanding under the Plan unless Optionee or Participant consents to such amendment or termination. In addition, certain amendments may require approval of the
Corporation's stockholders.

5.7Regulatory Approvals.



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5.8No Employment or Service Rights.Nothing in the Plan shall confer upon Optionee or Participant
any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or
retaining such person) or of Optionee or Participant, which rights are hereby expressly reserved by each, to terminate such person's Service at any time for any reason, with or without cause.

5.9No Restraint.Neither the grant of options nor the issuance of Common Stock under the Plan shall
affect the right of the Corporation to undertake any corporate action.

5.10Use of Proceeds.Any cash proceeds received by the Corporation from the sale of shares of Common
Stock pursuant to the Plan may be used for any corporate purpose.

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Appendix

The following definitions shall be in effect under the Plan:

A.Automatic Option Grant Programshall mean the automatic option grant program in effect under Article 4 of the Plan.

B.Boardshall mean the Corporation's Board of Directors.

C.Change in Controlshall mean a change in ownership or control of the Corporation effected through any of the following
transactions:



D.Codeshall mean the Internal Revenue Code of 1986, as amended.

E.Common Stockshall mean the Corporation's common stock.

F.Corporationshall mean Fischer Imaging Corporation, a Delaware corporation, or the successor to all or substantially all
of the assets or voting stock of Fischer Imaging Corporation which has assumed the Plan.

G.Discretionary Option Grant Programshall mean the discretionary option grant program in effect under Article 2 of
the Plan.

H.Employeeshall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the
control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

I.Exchange Actshall mean the Securities Exchange Act of 1934, as amended.

J.Exercise Dateshall mean the date on which the option shall have been exercised in accordance with the applicable option
documentation.

K.Expiration Dateshall mean the close of business at the Corporation's headquarters on the date the option expires as set
forth in Optionee's Notice of Stock Option Grant.

L.Fair Market Valueper share of Common Stock on any relevant date shall be determined in accordance with the following
provisions:



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M.Incentive Optionshall mean an option that satisfies the requirements of Code Section 422.

N.Involuntary Terminationshall mean:



O.Misconductshall mean (i) the commission of any act of fraud, embezzlement or dishonesty by Optionee or
Participant, (ii) any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or of any Parent or Subsidiary), or (iii) any other
intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. However, if the term or concept has been
defined in an employment agreement between the Corporation and Optionee or Participant, then Misconduct shall have the definition set forth in such employment agreement. The foregoing definition shall
not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss any Optionee, Participant or other person in the Service of the Corporation (or
any Parent or Subsidiary) for any other acts or omissions but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination for Misconduct.

P.Non-Statutory Optionshall mean an option that does not qualify as an Incentive Option.

Q.Optioneeshall mean any person to whom an option is granted pursuant to the Plan.

R.Parentshall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

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S.Participantshall mean any person who is issued shares of Common Stock under the Stock Issuance Program.

T.Permanent Disability or Permanently Disabledshall mean the inability of Optionee or Participant to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or has lasted or can be expected to last for a continuous
period of twelve months or more. However, solely for purposes of the Automatic Option Grant Program, Permanent Disability or Permanently Disabled shall mean the inability of the non-Employee
Board member to perform his or her usual duties as a director by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of
twelve months or more.

U.Planshall mean this Fischer Imaging Corporation 2004 Stock Incentive Plan.

V.Plan Administratorshall mean the particular group, whether the Primary Committee, the Board or the Secondary Committee,
which is authorized to administer the Discretionary Option Grant and Stock Issuance Programs with respect to one or more classes of eligible persons, to the extent such group is carrying out its
administrative functions under those programs with respect to the persons under its jurisdiction.

W.Plan Effective Dateshall mean the date the Corporation's stockholders approve the Plan at the 2004 Annual Meeting of
Stockholders.

X.Primary Committeeshall mean the committee comprised of one or more Board members designated by the Board to administer
the Discretionary Option Grant and Stock Issuance Programs. To obtain the benefits of Rule 16b-3, there must be at least two members on the Primary Committee and all of the members must be
"non-employee" directors as that term is defined in the Rule or the entire Board must approve the grant(s). Similarly, to be exempt from the one million dollar compensation deduction
limitation of Code Section 162(m), there must be at least two members on the Primary Committee and all of the members must be "outside directors" as that term is defined in Code
Section 162(m).

Y.Proxy Contestshall mean a change in ownership or control of the Corporation effected through a change in the composition
of the Board over a period of 36 consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised
of individuals who either (i) have been Board members continuously since the beginning of such period or (ii) have been elected or nominated for election as Board members during such
period by at least a majority of the Board members described in clause (i) who were still in office at the time the Board approved such election or nomination.

Z.Secondary Committeeshall mean a committee of one or more Board members appointed by the Board to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to eligible persons other than Section 16 Insiders.

AA.Section 16 Insidershall mean an executive officer or director of the Corporation or the holder of more than 10%
of a registered class of the Corporation's equity securities, in each case subject to the short-swing profit restrictions of Section 16 of the Exchange Act.

BB.Serviceshall mean the performance of services for the Corporation (or any Parent or Subsidiary) by a person in the
capacity of an Employee, a member of the board of directors or an independent contractor, except to the extent otherwise specifically provided in the documents evidencing the option grant or stock
issuance.

CC.Stock Issuance Agreementshall mean the agreement entered into by the Corporation and Participant at the time of issuance
of shares of Common Stock under the Stock Issuance Program.

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DD.Stock Issuance Programshall mean the stock issuance program in effect under Article 3 of the Plan.

EE.Subsidiaryshall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with
the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

FF.10% Stockholdershall mean the owner of stock (after taking into account the constructive ownership rules of
Section 424(d) of the Code) possessing more than 10% of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary thereof).

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