**Exhibit 10.1**

ASSET PURCHASE AGREEMENT

by and between

FISCHER IMAGINGCORPORATION

as “Seller”

and

BYERS PEAK, INC.

as “Buyer”

Dated as of August 21,2006

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TABLE OF CONTENTS

 
| **ARTICLE I  DEFINITIONS**                                | 4                                               |
|-----------------------------------------------------------|-------------------------------------------------|
| 1.1                                                       | **Defined  Terms.**                             |   | 4 |
| **ARTICLE II PURCHASE  AND SALE AGREEMENT**               | 8                                               |
| 2.1                                                       | **Transfer of  Assets.**                        |   | 8 |
| 2.2                                                       | **Assumed Liabilities.**                        |   | 9 |
| 2.3                                                       | **Purchase Price.**                             |   | 9 |
| **ARTICLE III CLOSING**                                   | 10                                              |
| 3.1                                                       | **Closing.**                                    |   | 10 |
| 3.2                                                       | **Conveyances at  Closing.**                    |   | 10 |
| 3.3                                                       | **Transaction  Expenses.**                      |   | 11 |
| 3.4                                                       | **Transfer Taxes.**                             |   | 11 |
| 3.5                                                       | **Other Closing  Matters.**                     |   | 11 |
| **ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF SELLER**  | 11                                              |
| 4.1                                                       | **Organization  and Authorization of Seller.**  |   | 11 |
| 4.2                                                       | **No Violation.**                               |   | 12 |
| 4.3                                                       | **Governmental  Consents and Approvals.**       |   | 12 |
| 4.4                                                       | **Intellectual  Property.**                     |   | 12 |
|                                                      | ** **                                      |   |   |
| **ARTICLE V  REPRESENTATIONS AND WARRANTIES OF BUYER**    | 13                                              |
| 5.1                                                       | **Organization of  Buyer.**                     |   | 13 |
| 5.2                                                       | **Authorization.**                              |   | 13 |
| 5.3                                                       | **Governmental  Consents and Approvals.**       |   | 13 |
| 5.4                                                       | **No Violation.**                               |   | 13 |
| 5.5                                                       | **Financial Capacity.**                         |   | 14 |
| **ARTICLE VI  ADDITIONAL COVENANTS OF SELLER**            | 14                                              |
| 6.1                                                       | **Maintenance  of Business Prior to Closing.**  |   | 14 |
| 6.2                                                       | **Investigation by  Buyer.**                    |   | 14 |
| 6.3                                                       | **Consents  and Reasonable Efforts.**           |   | 15 |
| **ARTICLE VII  CONDITIONS TO SELLER’S OBLIGATIONS**  | 15                                              |
| 7.1                                                       | **Entry of  Sale Approval Order.**              |   | 15 |
| 7.2                                                       | **No Order  Enjoining Sale.**                   |   | 15 |
| 7.3                                                       | **Representations,  Warranties and Covenants.** |   | 15 |
| **ARTICLE  VIII  CONDITIONS TO BUYER’S OBLIGATIONS** | 16                                              |
| 8.1                                                       | **Entry and  Finality of Sale Approval Order.** |   | 16 |
| 8.2                                                       | **Representations,  Warranties and Covenants.** |   | 16 |
| 8.3                                                       | **Consents.**                                   |   | 16 |
| 8.4                                                       | **No  Proceedings or Litigation.**              |   | 16 |
| 8.5                                                       | **Instruments  of Conveyance, Certificates.**   |   | 17 |
| **ARTICLE IX OTHER  AGREEMENTS**                          | 17                                              |
| 9.1                                                       | **Employee Matters.**                           |   | 17 |
| 9.2                                                       | **Risk of Loss.**                               |   | 17 |
| 9.3                                                       | **Consents to  Assignment.**                    |   | 17 |
| **ARTICLE XMISCELLANEOUS**                                | 18                                              |

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| 10.1  | **Termination.**                                                |   | 18 |
|-------|-----------------------------------------------------------------|--------|----|
| 10.2  | **In the  Event of Termination; Remedies.**                     |   | 18 |
| 10.3  | **Assignment;  Successors.**                                    |   | 19 |
| 10.4  | **Notices.**                                                    |   | 19 |
| 10.5  | **Choice of Law.**                                              |   | 20 |
| 10.6  | **Entire  Agreement; Amendments and Waivers.**                  |   | 20 |
| 10.7  | **Construction.**                                               |   | 21 |
| 10.8  | **Third Party  Beneficiaries.**                                 |   | 21 |
| 10.9  | **No Waiver.**                                                  |   | 21 |
| 10.10 | **Multiple  Counterparts.**                                     |   | 21 |
| 10.11 | **Invalidity.**                                                 |   | 22 |
| 10.12 | **Publicity.**                                                  |   | 22 |
| 10.13 | **Further Assurances.**                                         |   | 22 |
| 10.14 | **Access to  Books and Records.**                               |   | 22 |
| 10.15 | **Cumulative  Remedies.**                                       |   | 22 |
| 10.16 | **Termination  of Covenants, Representations, and Warranties.** |   | 23 |
| 10.17 | **No  Impediment to Liquidation.**                              |   | 23 |
| 10.18 | **Representation  by Counsel; Mutual Negotiation.**             |   | 23 |

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**ASSETPURCHASE AGREEMENT**

This Asset Purchase Agreement (this “**Agreement**”), dated as of August 21, 2006, is  by and between Byers Peak, Inc., a Coloradocorporation (“**Buyer**”), and Fischer ImagingCorporation, a Delaware corporation (“**Seller**”).

**RECITALS**:

Seller engages in the design, manufacture, sale,distribution, marketing, technical support and warranty and post-warrantyrepair of the Product Lines defined below (the “**Business**”).

This Agreement contemplatesa transaction in which Buyer will purchase from Seller certain assets of theBusiness.  Specifically, Buyer willpurchase the VersaRad-A and VersaRad-D systems (the “**VersaRad  Line**”),EPX-60 Single Plane EP Imaging System, the SPX Surgical Imaging System, EP602, and Tangent tables (the “**EPX/SPX Line**”) and Bloom Electrophysiology Stimulator (the “**Bloom  Line**”)(collectively the “**Product Line**”)subject to the terms and conditions of this Agreement, including its provisionsregarding the assignment of liabilities.

**AGREEMENT**

**NOW, THEREFORE**, inconsideration of the foregoing and the mutual covenants and promises containedherein and for other good and valuable consideration, the receipt and adequacyof which are hereby acknowledged, the parties hereto agree as follows:

**ARTICLE I**

**DEFINITIONS**

**1.1          ****Defined Terms.**

As used herein, the terms below shall have thefollowing meanings:

**Affiliate** has the same meaningas set forth in the Bankruptcy Code, 11 U.S.C. § 101(2).

**Agreement** has the meaning setforth in the preface above.

**Acquired Assets** means all ofSeller’s right, title and interest in and to the Data, the Deliverables, theAssumed Executory Contracts, the Equipment, the Intellectual Property and theInventory.

**Assumed Executory Contracts**means the Contracts and leases set forth on **Schedule 1.1(Assumed Executory Contracts)** attached hereto.

**Assumed Liabilities** means theliabilities and obligations of or relating to the Product Line (which may betrade payable liabilities and include the warranty obligations relating to thetwenty Bloom Units retained by Buyer) specifically set forth on **Schedule 1.1 (Assumed Liabilities)** attached hereto.

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**Bankruptcy Case** means the case,if necessary, filed by Debtor in the Bankruptcy Court for the District ofColorado.

**Bankruptcy Code** means the UnitedStates Bankruptcy Code, 11 U.S.C. § 101 *et seq.*

**Bankruptcy Court** means theUnited States Bankruptcy Court for the District of Colorado.

**Bankruptcy Schedules** means theSeller’s Schedules filed in the Bankruptcy Case.

**Bloom Line** has the meaning setforth in the recitals above.

**Business** has the meaning setforth in the recitals above.

**Business Day** means any dayexcluding Saturday, Sunday and any day which is a legal holiday under the lawsof the State of Colorado or is a day on which banking institutions located insuch state are authorized or required by law or other governmental action toclose.

**Buyer** has the meaning set forthin the preface above.

**Cash Purchase Price**has the meaning set forth in § 2.3 (a) below.

**Closing** has themeaning set forth in § 3.1 below.

**Closing****Date** has the meaning set forth in § 3.1below.

**Confidentiality Agreement** meansthe Confidentiality Agreement dated as of March 27, 2006 by and between theSeller and the Buyer.

**Data** means historical ProductLine information including sales history, inventory history, product approvedpart list matched to approved vendor list, bills of material, warranty andrepair history, price lists, end-user information, pricing and costinformation, and business and marketing plans and proposals to the extentavailable under Seller’s document retention program and such other informationas Buyer may reasonably request which relates to the Product Line but excluding(i) data so commingled with Seller’s other data such that it cannot beextracted without unreasonable expense or (ii) data obtained from third Personssubject to a confidentiality agreement or other applicable law restrictingBuyer’s access to such data and such Person has refused to consent to the transferof such data to Buyer.

**Deferred Purchase Price**has the meaning set forth in § 2.3 (b)below.

**Deliverables** means a copy (inaccessible electronic or hard copy form) of the following:

(a)           all issued patent certificates andfiles for all issued patents and patent applications for the patents identifiedon **Schedule 1.1 (IP-Transferred Patents)**togetherwith files for all reissuances, continuations-in-part, revisions, extensions,reexaminations and improvements thereof; all patent disclosure documentation forthe patents and patent applications

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on **Schedule 1.1 (IP-Transferred Patents)**andfor all reissuances, continuations-in-part, revisions, extensions,reexaminations and improvements thereof;

(b)           all issued registration certificates(or to the extent accessible in Seller’s possession use or control, theoriginal certificates) for the trademarks and service marks set forth on **Schedule 1.1 (IP-Transferred Trademarks)**together with the application files and any trademark searches thereof;

(c)           all documents and/or files regardingthe design, development and improvement of the packaging trade dress for theProduct Line;

(d)           all copyrightable works of authorship(including web pages, computer software source and object code, manuals and enduser-documentation, and to the extent accessible and in Seller’s possession,use or control, a master copy thereof), and copyright application files,copyright registration and renewal certificates, if any, as set forth on **Schedule 1.1 (IP-Copyrights)**;

(e)           all mask works, if any, and allapplication files and registration certificates thereof, if any;

(f)            all documents and/or files, if any,of Seller’s trade secrets;

(g)           all documents and/or files containingthe proprietary confidential business information****as defined in subparagraph (b) of the definition of “IntellectualProperty” below;

(h)           all documents and/or files containingany other Intellectual Property;

(i)            all equipment warranties relating tothe Equipment and Product Line, if any; and

(j)            all manuals relating to IntellectualProperty.

**Deposits** shallmean the good faith deposits previously paid to Seller by Buyer in theaggregate amount of $11,000.00.

**Encumbrance**means any pledge, lien, charge, right of others, sublease, easement, titledefect, mortgage, license, encumbrance, security interest and other adverseclaim or interest of any kind or nature whatsoever, other than the liens oftaxing authorities that are not properly due and payable.

**Environmental Laws** shall meanall applicable local, state and federal statutes and regulations relating tothe protection of human health or the environment, as the foregoing are enactedand in effect prior to the Closing Date.

**EPX/SPX Line** has the meaning setforth in the recitals above.

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**Equipment** means the equipment,machinery, tools, jigs, dies, parts and other tangible property whereverlocated, set forth on **Schedule 1.1(Equipment)** attached hereto.

**Excluded Liabilities** has themeaning set forth in § 2.2 below.

**Final Order** means an Order ofthe Bankruptcy Court that has not been reversed, stayed, modified or amendedand as to which the time to appeal or petition for certiorari has expired andas to which no appeal or petition for certiorari is pending.

**IntellectualProperty** means the following intangible items:

(a)           all patents and patent applicationson **Schedule 1.1 (IP-Transferred Patents)**andall reissuances, continuations-in-part, revisions, extensions, reexaminationsand improvements thereof;

(b)           all material know how, trade secrets,and proprietary confidential business information  relating to the Product Lines in Seller’spossession as of the Closing Date;

(c)           the trade names, trademarks andservice marks set forth on **Schedule 1.1(IP-Transferred Trademarks)** the goodwill of the business associatedwith and symbolized by the foregoing and all applications, registrations andrenewals thereof;

(d)           all material copyrights (includingweb pages, computer software, manuals and end user-documentation), and allcopyright applications, copyright registrations and copyright registration renewals,if any, in connection therewith, as set forth on **Schedule 1.1(IP-Copyrights)**; and

(e)           all mask works, if any, and allapplications, registrations and renewals, if any, in connection therewith; and

(f)            URL redirection/forwarding, at thecost of Buyer, enabling prospects or other individuals entering the URL domainwww.fischerimaging.com to be redirected to a URL to be established by Buyer fora period of 12 months after close of sale.

Notwithstanding theforegoing, the trade name Fischer Imaging or any derivative thereof, anyregistered trademark containing the trade name Fischer Imaging or anyderivative thereof, or any domain name containing the name Fischer Imaging orany derivative thereof is not included in the definition of Intellectual Property.

**Intellectual Property Schedules**hasthe meaning set forth in § 4.4 below.

**Inventory** means those itemsdescribed on **Schedule 1.1****(Inventory)** attached hereto. Buyer specifically acknowledgesthat 20 Bloom finished goods units will be retained by Seller and are notincluded in Inventory.

**IRC** means the Internal RevenueCode of 1986, as amended.

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**Maintenance Obligations** has themeaning set forth in § 2.3 below.

**Person** means any individual,corporation, partnership, limited liability company, trust, association, jointventure or other entity or any kind whatsoever.

**Personnel** means all directors,officers and employees.

**Product Line** has the meaning setforth in the recitals above.

**Purchase****Price** means the Cash PurchasePrice plus the Deferred Purchase Price.

**Representative** means anyattorney, accountant, agent, consultant or other representative (but shall notinclude Personnel).

**Sale Approval Order** means, inthe event of a Bankruptcy Case, an order of the Bankruptcy Court, satisfactoryin form and substance to Buyer, Seller and their respective counsel, enteredafter a hearing conducted with adequate notice, approving the transactionscontemplated by this Agreement.

**Sale Procedures Order** means, inthe event of a Bankruptcy Case, an order of the Bankruptcy Court, satisfactoryin form and substance to Buyer, Seller and their respective counsel, enteredafter a hearing conducted with adequate notice, approving any specific salesprocedures in the Bankruptcy Court.

**Seller** has the meaning set forthin the preface above.

**Subsidiary** means any corporationwith respect to which a specified Person (or a Subsidiary thereof) owns amajority of the common stock or has the power to vote or direct the voting ofsufficient securities to elect a majority of the directors.

**Taxes** shall mean all taxes,estimated taxes, assessments and other charges, including any interest,penalties, additions to tax or additional amounts that may become payable inrespect thereof, imposed by any foreign, federal, state, county, local or othergovernment or taxing authority, which taxes shall include, without limitation,all income taxes, payroll and employee withholding taxes, unemploymentinsurance, social security, sales and use taxes, value-added taxes, excisetaxes, franchise taxes, gross receipts taxes, occupation taxes, real andpersonal property taxes, stamp taxes, transfer taxes, workers’ compensation andother obligations of the same or of a similar nature.

**VersaRad Line** has the meaningset forth in the recitals above.

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**ARTICLE II****PURCHASE AND SALE AGREEMENT**

2.1           **Transfer of Acquired Assets**.

Upon the terms andsubject to the conditions and provisions contained herein and in the SaleProcedures Order, if any, at the Closing, Seller shall sell, convey, transfer,assign and deliver to Buyer, and Buyer shall purchase, acquire and accept fromSeller, the Acquired Assets free and clear of any and all Encumbrances, “as is,where is” without representations or warranties of any kind, express or impliedexcept as contained in this Agreement.

2.2           **Assumed Liabilities**.

At the Closing,Buyer shall assume and undertake to pay, perform and discharge when due orrequired to be performed the Assumed Liabilities and the Assumed ExecutoryContracts.  Buyer will not assume norhave any responsibility, however, with respect to any other obligation orliability of Seller not included within the definition of Assumed Liabilities(the “**Excluded Liabilities**”).

2.3           **Assumed Executory Contracts**.

From and after theClosing Date, Buyer shall assume all of Seller’s obligations under the AssumedExecutory Contracts including, if set forth on **Schedule 1.1 (Assumed Executory Contracts)**, the obligations toprovide maintenance services pursuant to the existing service contracts listedthereon (“**Maintentance Obligations**”).

2.4           **Purchase Price**.

(a)           Uponthe terms and subject to the conditions set forth herein, Buyer shall pay toSeller for the sale, transfer, assignment, conveyance and delivery of theAcquired Assets, $100,000 (the “**Cash PurchasePrice”**), net of the Deposits (i.e., $89,000 = $100,000 – Deposits of$11,000), by delivery of cash payable by wire transfer or other immediatelyavailable funds.

(b)           Buyershall pay to Seller as additional consideration $4,000.00 per individual BloomElectrophysiology Stimulator (“**Bloom Unit**”)sold by Buyer during the twelve (12) months following the Closing (the “**Deferred Purchase Price**”).  Buyer shall pay Seller under this Section2.4(b) by the 20th of each month for any Bloom Units sold duringthe previous month.  Notwithstanding thenumber of Bloom Units actually sold during the twelve (12) months followingClosing, Buyer shall pay to Seller pursuant to this Section 2.4(b) aminimum of $160,000, but in no event more than $240,000.  If at the end of the twelve (12) month periodBuyer has not paid to Seller an aggregate minimum amount of $160,000 pursuantto this Section 2.4(b), Buyer shall pay to Seller the shortfall toSeller within fifteen (15) days after the expiration of the twelve (12) monthperiod.

(c)           ThePurchase Price shall be allocated for federal income tax purposes among theAcquired Assets in a manner reasonably agreeable to Seller and Buyer; *provided* that such allocation shall bemade in a manner consistent with § 1060 of the IRC.

(d)           TheDeposits shall be held in a segregated account, and applied in accordance withthe terms of this Agreement.

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**ARTICLE III****CLOSING**

3.1           **Closing**.

Upon the terms andconditions set forth herein and, in the event of a Bankruptcy Case, in the SaleProcedures Order or the Sale Approval Order, the closing of the transactionscontemplated herein (the “**Closing**”)shall be held at 10:00 a.m. prevailing Mountain time at the offices ofJessop & Company, P.C., 303 E 17th Ave, Suite 930, Denver, Colorado, on the laterof (i) a date within two (2) Business Days after the Sale Approval Orderbecomes a Final Order, (ii)         , 2006, or (iii) such other date (which date shall in no eventbe more than three business days after the date of satisfaction or waiver ofthe conditions (other than conditions intended to be satisfied at the Closing)to each Party’s obligations hereunder) as the Parties may mutuallydetermine.  The date on which the Closingoccurs in accordance with the previous sentence is referred to as the “**Closing Date**.”

3.2           **Conveyances at Closing**.

At the Closing,and in connection with effecting and consummating the Closing, including,without limitation, the sale and purchase of the Acquired Assets and thedelivery of the Purchase Price, Seller and Buyer shall, on the Closing Date,deliver the following:

(a)           **Instrumentsand Possession**.  Seller shalldeliver to Buyer:

(i)            inthe event of a Bankruptcy Case, a certified copy of the Sale Approval Order;

(ii)           originalsof all Assumed Executory Contracts owned by or in the possession of Seller,otherwise copies thereof;

(iii)          assignmentsand transfers of Intellectual Property in the forms attached hereto as **Exhibit 3.2(a)(iii)**;

(iv)          oneor more bills of sale for the Equipment, Inventory and Deliverables in theforms attached hereto as **Exhibit 3.2(a)(iv)**;

(b)           **Deliverables**.  Promptly following the Closing, Seller shallprovide the Deliverables and copies of the Data to Buyer and, from time to timethereafter, such additional Data as Buyer may reasonably request;

(c)           **Miscellaneous**.  After the Closing Date, Seller shall deliverto Buyer such other instruments as shall be reasonably requested by Buyer tovest in Buyer title in and to the Acquired Assets in accordance with theprovisions hereof.

(d)           **Form of Instruments**.  To the extent that a form of any document tobe delivered hereunder is not attached as an Exhibit hereto, suchdocuments shall be in form and substance, and shall be executed and deliveredin a manner, reasonably satisfactory to Buyer and Seller.

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(e)           **Purchase Price**.  Buyer shall deliver the Cash Purchase Price,net of the Deposits, to the Seller in accordance with Section 2.4 andsuch other instruments of assumption as Seller and its counsel reasonably mayrequest.

3.3           **Transaction Expenses**.

Except asexpressly provided herein, each party shall bear its own costs and expenses,including attorney, accountant and other consultant fees, in connection withthe execution and negotiation of this Agreement and the consummation of thetransactions contemplated hereby.

3.4           **Transfer Taxes and Costs**.

All transfer,sales, use and other Taxes in connection with the transactions contemplated bythis Agreement shall be paid equally by both Seller and Buyer.  All costs to register or record the transferof any intellectual property shall be paid by Buyer.

3.5           **Other Closing Matters**.

Each of theparties shall use their reasonable efforts to take such other actions requiredhereby to be performed by it prior to or on the Closing Date.

**ARTICLE IVREPRESENTATIONS AND WARRANTIES OF SELLER**

Seller herebymakes, as of the date hereof, the following representations and warranties toBuyer regarding only those Acquired Assets being transferred from Seller toBuyer, subject to an appropriate vote of Seller’s shareholders or, in the eventof a Bankruptcy Case, the entry of the Sale Approval Order by the BankruptcyCourt:

4.1           **Organization and Authorization of Seller**.

Seller is dulyorganized, validly existing and in good standing under the laws of the State ofDelaware.  Seller has all necessarycorporate power and authority to enter into this Agreement subject to Sellershareholder approval or the Sale Approval Order and has taken all corporateaction necessary, to execute and deliver this Agreement, to consummate thetransactions contemplated hereby and to perform its obligations hereunder, andno other corporate proceedings on the part of Seller are necessary to authorizethe execution, delivery and performance of this Agreement and the consummationof the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and, uponreceipt of shareholder approval or the Sale Approval Order, is a valid andbinding obligation of Seller, enforceable against it in accordance with itsterms (except to the extent that enforcement may be affected by applicablebankruptcy, reorganization, insolvency and similar laws affecting creditors’rights and remedies and by general principles of equity (regardless of whetherenforcement is sought at law or in equity)). Each agreement or instrument which has been or shall be entered into orexecuted and delivered by Seller in connection with the transactionscontemplated hereby has been (or will

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be) duly authorized,executed and delivered by Seller, and is (or will be when authorized, executedand delivered) a valid and binding obligation of Seller, enforceable against itin accordance with its terms (except to the extent that enforcement may beaffect by laws relating to bankruptcy, reorganization, insolvency and similarlaws affecting creditors’ rights and remedies and by general principles ofequity (regardless of whether enforcement is sought at law or in equity)).

4.2           **No Violation**.

Other than therequirement to obtain shareholder approval for the sale of all or substantiallyall of Seller’s assets, the execution and delivery of this Agreement and theother agreements specified herein and the consummation of the transactionscontemplated hereby and thereby do not and will not (a) violate anyprovision of the certificate of incorporation or bylaws of Seller, (b) conflictwith or violate any statute or law, or any judgment, decree, order, regulationor rule of any court or governmental authority, binding upon or applicable toSeller or by which the Acquired Assets, are bound or affected or (c) result inthe creation or imposition of any lien or encumbrance on any of the AcquiredAssets.

4.3           **Governmental Consents and Approvals**.

Except for theSale Approval Order or the requirement to obtain shareholder approval, asapplicable, no consent, waiver, agreement, approval, Permit or authorizationof, or declaration, filing, notice or registration to or with, any UnitedStates federal or state, local or foreign governmental or regulatory authorityis required to be made or obtained by Seller in connection with the execution,delivery and performance of this Agreement and the consummation of thetransactions contemplated hereby or thereby.

4.4           **Intellectual Property**.

Those IntellectualProperty assets designated as being registered on the attached **Schedule 1.1 (IP-Transferred Patents)**, and **Schedule 1.1 (IP-Transferred Trademarks)**,(collectively the “**Intellectual PropertySchedules**”), are all of Seller’s registered Intellectual Propertyassets relating to the Product Lines.  ToSeller’s actual knowledge, Seller owns all the Intellectual Property that ismaterial to the Business as currently conducted by Seller.  To Seller’s actual knowledge, all patents,trademarks and trade names listed on the Intellectual Property Schedules anddesignated as being registered have been duly issued and are subsisting.  Seller has not received any written notice ofinvalidity, infringement or misappropriation of any rights of others withrespect to such Intellectual Property. To Seller’s actual knowledge, no other firm, corporation, association orperson is infringing upon or misappropriating any such IntellectualProperty.  To Seller’s actual knowledge,Seller’s use of the Intellectual Property is not infringing upon or otherwiseviolating the rights of any third party in or to such Intellectual Property.   To Seller’s actual knowledge, there are norestrictions on Seller’s right to sell products manufactured by Seller inconnection with the Product Line that result from, are caused by or areotherwise related to any of the Intellectual Property.

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4.5           **Good Title, Adequacy and Condition**.

Upon receipt ofthe Approval Order, Seller has good and marketable title to all of the AcquiredAssets, with full power to sell, assign, transfer and convey the same, free andclear of any liens or encumbrances.

**ARTICLE VREPRESENTATIONS AND WARRANTIES OF BUYER**

Buyer hereby makesthe following representations and warranties as of the date hereof to Seller:

5.1           **Organization of Buyer**.

Buyer is dulyorganized, validly existing and in good standing under the laws of the State ofColorado.

5.2           **Authorization**.

Buyer has allnecessary corporate power and authority to enter into this Agreement and hastaken all corporate action necessary, to execute and deliver this Agreement, toconsummate the transactions contemplated hereby and to perform its obligationshereunder, and no other corporate proceedings on the part of Buyer arenecessary to authorize the execution, delivery and performance of thisAgreement and the consummation of the transactions contemplated hereby.  This Agreement has been duly executed anddelivered by Buyer and is a valid and binding obligation of Buyer, enforceableagainst it in accordance with its terms (except to the extent that enforcementmay be affected by applicable bankruptcy, reorganization, insolvency andsimilar laws affecting creditors’ rights and remedies and by general principlesof equity (regardless of whether enforcement is sought at law or inequity)).  Each agreement or instrumentwhich has been or shall be entered into or executed and delivered by Buyer inconnection with the transactions contemplated hereby has been (or will be) dulyauthorized, executed and delivered by Buyer, and is (or will be whenauthorized, executed and delivered) a valid and binding obligation of Buyer,enforceable against it in accordance with its terms (except to the extent thatenforcement may be affect by laws relating to bankruptcy, reorganization,insolvency and similar laws affecting creditors’ rights and remedies and bygeneral principles of equity (regardless of whether enforcement is sought atlaw or in equity)).

5.3           **Governmental Consents and Approvals**.

Other than theSale Approval Order, no consent, waiver, agreement, approval, permit orauthorization of, or declaration, filing, notice or registration to or with,any United States federal or state governmental or regulatory authority isrequired to be made or obtained by Buyer in connection with the execution,delivery and performance of this Agreement and the consummation of thetransactions contemplated hereby or thereby.

5.4           **No Violation**.

The execution anddelivery of this Agreement and the other agreements specified herein and theconsummation of the transactions contemplated hereby and thereby do not andwill not

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(a) violate anyprovision of the bylaws of Buyer or (b) conflict with or violate anystatute or law, or any judgment, decree, order, regulation or rule of any courtor governmental authority, binding upon or applicable to Buyer or by which theproperty or assets of Buyer are bound or affected.

5.5           **Financial Capacity**.

Buyer has accessto sufficient financial resources to pay the Cash Purchase Price, consummatethe transactions contemplated herein and perform its obligations under theAssumed Executory Contracts and under Section 9.1 of this Agreement.

5.6           **Due Diligence.**

Buyer has had anopportunity to inspect and examine the Acquired Assets and to conduct any andall due diligence regarding the assets prior to making its offer.  Buyer has relied solely upon its ownindependent review, investigation and/or inspection of any documents and/or theassets in making its bid, except as expressly stated in this Agreement.  Buyer did not rely upon any written or oralstatements, representations, promises, warranties or guaranties whatsoever,except as provided in this Agreement, whether express or implied, by operationof law or otherwise, regarding the Product Lines, or the completeness of anyinformation provided in connection therewith or the auction.

**ARTICLE VIADDITIONAL COVENANTS**

Seller and Buyercovenant and agree with each other that from the date hereof through theClosing:

6.1           **Maintenance of Business Prior to Closing**.

Seller shallmaintain the Acquired Assets in their current state of repair, excepting normalwear and tear.

6.2           **Investigation by Buyer**.

Seller shall allowBuyer and its Representatives and the financial institutions (and their counseland representatives) providing or proposed to provide financing in connectionwith this Agreement and the transactions contemplated hereby, during regular businesshours upon reasonable notice, to make such inspection of the Acquired Assets,business and operations of Seller and to inspect and make copies of contractsand all other documents and information requested by Buyer and related to theProduct Line, including, without limitation, historical financial informationconcerning the Product Line, and to meet with Seller’s designated personneland/or their representatives.  Sellershall make available to Buyer promptly upon reasonable request (a) alladditional documents and information with respect to the affairs of Sellerrelating to the Product Line and (b) access to the Personnel and to Seller’sRepresentatives as Buyer, or its Representatives, may from time to timereasonably request and shall instruct such Personnel and Representatives tocooperate with Buyer and its Representatives, and to

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make available suchdocuments and information as Buyer and its Representatives may request.  Buyer will treat and hold any information itreceives in the course of the reviews contemplated by this section inaccordance with the Confidentiality Agreement. 

6.3           **Consents and Reasonable Efforts**.

(a)           Sellershall take all reasonable actions required (i) to obtain at the earliestpracticable date all consents, waivers, approvals, authorizations andagreements required hereunder,  andpromptly to give all notices to, effect all registrations pursuant to, and makeall other filings with or submissions to, any third parties, including, withoutlimitation, governmental and regulatory authorities, necessary or advisable toauthorize approve or permit the consummation of the transactions contemplatedhereby.

(b)           Eachof the parties hereto covenants and agrees, upon the terms and subject to theconditions contained herein, to pursue diligently and in good faith and use allreasonable efforts to take, or cause to be taken, all actions and to do, orcause to be done, all things necessary or advisable under applicable laws andregulations to put, consummate and make effective the transactions contemplatedhereby, subject to Seller’s obligations under the Sale Procedures Order, ifapplicable.

**ARTICLE VIICONDITIONS TO SELLER’S OBLIGATIONS**

The obligations of Sellerto sell the Acquired Assets and to consummate the transactions contemplatedhereby are subject to the satisfaction, on or prior to the Closing Date, ofeach of the following conditions, any of which may be waived (in whole or inpart) by Seller:

7.1           **Entry of Sale Approval Order or Shareholder Approval**.

In the event of aBankruptcy Case, the Sale Approval Order shall have been entered by theBankruptcy Court and shall not have been stayed.  If an appeal of the Sale Approval Order isfiled and Buyer elects in its sole discretion to waive the condition to Closingthat the Sale Approval Order shall be a Final Order then Seller shall beobligated to proceed with Closing notwithstanding the pendency of any suchappeal, unless the Sale Approval Order is stayed.  Otherwise, Seller shall have obtainedshareholder approval.

7.2           **No Order Enjoining Sale; Proceedings or Litigation.**

No judgment,injunction, order or decree shall prohibit the consummation of the transactionscontemplated herein. No actions by any governmental authority shall have beeninstituted for the purpose of enjoining or preventing, or which question thevalidity or legality of, the transactions contemplated hereby.  No judgment, injunction, order or decreeshall prohibit the consummation of the transactions contemplated herein.

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7.3           **Representations, Warranties and Covenants**.

Allrepresentations and warranties of Buyer contained in this Agreement shall betrue and correct in all material respects at and as of the Closing Date as ifsuch representations and warranties were made at and as of the Closing Date,and Buyer shall have performed all agreements and covenants required hereby tobe performed by Buyer prior to or at the Closing Date.

7.4           **Consents.**

All materialconsents, approvals, and waivers from third parties and governmental andregulatory authorities required to consummate the transactions set forth hereinor contemplated hereby, if any, shall have been obtained.

**ARTICLE VIII**

**CONDITIONS TO BUYER’S OBLIGATIONS**

The obligations ofBuyer to purchase the Acquired Assets and to consummate the transactionscontemplated hereby are subject to the satisfaction, on or prior to the ClosingDate, of each of the following conditions, any of which may be waived (in wholeor in part) by Buyer:

8.1           **Entry and Finality of Sale Approval Order orShareholder Approval**.

In the event of aBankruptcy Case, the Sale Approval Order shall have been entered by theBankruptcy Court and shall have become a Final Order.  Otherwise, shareholder approval shall havebeen obtained by Seller.

8.2           **Representations, Warranties and Covenants**.

All representationsand warranties of Seller contained in this Agreement shall be true and correctin all material respects at and as of the Closing Date as if suchrepresentations and warranties were made at and as of the Closing Date, andSeller shall have performed in all material respects all agreements andcovenants required hereby to be performed by Seller prior to or at the ClosingDate.

8.3           **Consents**.

All materialconsents, approvals, and waivers from third parties and governmental andregulatory authorities required to consummate the transactions set forth hereinor contemplated hereby, if any, shall have been obtained.

8.4           **No Order Enjoining Sale; No Proceedings or Litigation**.

No actions by anygovernmental authority shall have been instituted for the purpose of enjoiningor preventing, or which question the validity or legality of, the transactionscontemplated hereby.  No judgment,injunction, order or decree shall prohibit the consummation of the transactionscontemplated herein.

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8.5           **Instruments of Conveyance, Certificates**.

Seller shall haveexecuted and delivered to Buyer all of the documents provided for in Section 3.2(a).

**ARTICLE IXOTHER AGREEMENTS**

9.1           **Service Provider**.

(a)           From andafter the Closing Date, Buyer agrees to the handle and fulfill all customerinquiries and requests for the Product Lines. In addition, from and after the Closing Date, Buyer shall perform allgovernmental regulatory functions associated with the maintenance of theProduct Lines, including, without limitation, handling of customer calls andcomplaints, performing any required corrections and removals, maintainingcomplaint logs and filing appropriate reports with the United States Food &Drug Administration (“FDA”), reviewing and analyzing customer complaints, andtaking corrective action (collectively, “**CustomerService and Corrective Action**”) with regard to products manufactured by Buyer from and after the ClosingDate.  Notwithstanding anything herein tothe contrary, Buyer shall be responsible for Customer Service and CorrectiveAction for the Product Lines that were manufactured by Seller prior to theClosing Date solely to the extent required by applicable law.  In addition, Buyer assumes no responsibility orobligation with respect to requests or governmental regulatory inquiries,investigations, or demands that would require the filing of a PremarketApproval Supplement with the FDA for any substantial redesign work associatedwith the Product Lines or its components.

(b)           Indemnification.  Buyer shall indemnify, defend and hold Sellerand its affiliates harmless from and against any and all costs, losses,liabilities, claims, damages or expenses (“Losses”) suffered or incurred bySeller or any of its affiliates as a result of the activities of Buyerundertaken under this Section 9.1 other than in the case of any Losses arisingin whole or in part from the intentionally wrongful or grossly negligentactions of Seller from and after the Closing Date.

9.2           **Risk of Loss**.

Selleracknowledges and agrees that Buyer does not have any liability or obligation toSeller in respect of any loss, theft or damage to property experienced bySeller at any time, whether occurring prior to, on or after the datehereof.  If Closing occurs, Buyer shallbe entitled to the proceeds of any insurance or other proceeds payable withrespect to the losses on the Acquired Assets for loss or damage occurring priorto the Closing Date, whether received prior to, at or after Closing.

9.3           **Consents to Assignment**.

Anything in thisAgreement to the contrary notwithstanding, this Agreement shall not constitutean agreement to assign any Assumed Executory Contract or any claim or right orany benefit arising thereunder or resulting therefrom if an attemptedassignment thereof, without the

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consent of a third partythereto, would constitute a breach thereof or in any way adversely affect therights of Buyer thereunder and, if applicable, after taking into account theoperation of the Bankruptcy Code.  Ifsuch consent is not obtained, or if an attempted assignment thereof would beineffective or would affect the rights thereunder so that Buyer would notreceive all such rights, Seller will cooperate with Buyer, in all reasonablerespects, to provide to Buyer the benefits under any such Assumed ExecutoryContract, claim or right including, without limitation, enforcement for thebenefit of Buyer of any and all rights of Seller against a third party theretoarising out of the breach or cancellation by such third party or otherwise.

**ARTICLE XMISCELLANEOUS**

10.1         **Termination**.

This Agreement maybe terminated prior to the Closing:

(a)           by mutualwritten consent executed by both Buyer and Seller (and in the event of aBankruptcy Case, subject to the approval of the Bankruptcy Court) at anytime;

(b)           by Buyerif any event occurs which renders satisfaction of one or more of the conditionsto Buyer’s obligations set forth in Article VIII impossible; and

(c)           by Sellerif any event occurs which renders satisfaction of one or more of the conditionsto Seller’s obligations set forth in Article VII impossible.

10.2         **In the Event of Termination; Remedies**.

In the event oftermination of this Agreement pursuant to Section 10.1:

(a)           each partyshall redeliver all documents, work papers and other material of any otherparty relating to the transactions contemplated hereby, whether obtained beforeor after the execution hereof, to the party furnishing the same;

(b)           noconfidential information received by any party with respect to the business ofany other party or its Affiliates shall be disclosed to any third party, unlessrequired by law;

(c)           allobligations of the parties hereto under this Agreement shall terminateand there shall be no liability of any party hereto to any other party andeach party hereto shall bear its own expenses incurred in connection with thenegotiation, preparation, execution and performance of this Agreement; *provided* that the foregoing shall notrelieve any party of liability for damages actually incurred by any other partyas a result of any breach of this Agreement resulting from the willfulmisconduct or reckless or grossly negligent act or omission of the partypermitting, causing or committing such breach; and *further provided* that the termination of this Agreementshall not affect the obligations of the Buyer and the Seller under theConfidentiality Agreement; and

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(d)           If thisAgreement is terminated pursuant to Section10.1 (c) , then the Deposits shallbe retained by Seller and (i) if such default occurs prior to the entry of theSale Approval Order, such Deposits shall be Seller’s sole and exclusive remedyagainst the Buyer which consideration the parties to this Agreement agree isreasonable and fair compensation for the foreseeable losses that might resultfrom such breach considering all of the circumstances existing on the date ofthis Agreement, including the value of the Deposits in relation to the harm toSeller that can be reasonably anticipated, and in recognition that proof ofactual damages would be difficult, costly or inconvenient or (ii) if suchdefault occurs on or after the entry of the Sale Approval Order, the retentionof such Deposit shall not be Seller’s exclusive remedy.  If this Agreement is terminated pursuant toSection 10.1 (b), then the Deposits shall be returned to Buyer with interest,if applicable. In the event of termination of this Agreement pursuant toSection 10.1 (a), then the Deposits shall be returned to Buyer with interest.

10.3         **Assignment; Successors**.

Neither thisAgreement nor any of the rights or obligations hereunder may be assigned by anyparty without the prior written consent of all other parties to thisAgreement.  Seller agrees to theassignment by Buyer of its rights pursuant to this Agreement, to any Affiliateof Buyer; *provided* that no suchassignment by Buyer shall relieve Buyer of any of its obligations hereunder andany such assignee shall only have such rights (as limited hereunder) andobligations as Buyer now has hereunder. Subject to the foregoing, this Agreement shall be binding upon and inureto the benefit of the parties hereto and their respective representatives,heirs, legatees, successors and permitted assigns, including without limitationany Chapter 11 or Chapter 7 trustee appointed in the Bankruptcy Case, and noother person shall have any right, benefit or obligation hereunder.

10.4         **Notices**.

All notices,requests, demands and other communications which are required or may be givenunder this Agreement shall be in writing and shall be deemed to have been dulygiven when received if personally delivered; when transmitted if transmitted bytelecopy, upon receipt of telephonic confirmation; the date after it is sent,if sent for next day delivery to a domestic address by recognized overnightdelivery service (e.g., Federal Express); and upon receipt, if sent bycertified or registered mail, return receipt requested.  In each case notice shall be:
| If to Seller, addressed to: |   | Fischer Imaging Corp.             |
|-----------------------------|--------|-----------------------------------|
|                        |   | 370 Interlocken  Blvd., Suite 400 |
|                        |   | Broomfield,  Colorado 80021       |
|                        |   | Fax: (303)  327-1576              |
|                        |   | Attention: Paula  Rosson          |
|                        |   |                              |
| with a copy to              |   | Douglas W.  Jessop                |
| Attorneys for  Seller:      |   | Jessop &  Company, P.C.       |
|                        |   | 303 E 17th Avenue, Suite 930 |
|                        |   | Denver, Colorado  80203           |
|                        |   | Fax: (303)  860-7723              |

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| and:                        |   | Ron Levine                          |
|-----------------------------|--------|-------------------------------------|
|                        |   | Davis Graham & Stubbs LLP       |
|                        |   | Suite 500                           |
|                        |   | 1550 Seventeenth Street             |
|                        |   | Denver, CO   80202             |
|                        |   | Fax: (303) 893-1379                 |
|                        |   |                                |
| If to Buyer,  addressed to: |   | Byers Peak, Inc.                    |
|                        |   | 4975 Miller Street                  |
|                        |   | Wheat Ridge, CO 80033               |
|                        |   | Fax: 303-232-4150                   |
|                        |   | Attention: Doug Pruett              |
| with a copy to              |   |                                |
| Attorneys for  Buyer:       |   | Anthony A. King                     |
|                        |   | Minor & Brown, P.C.             |
|                        |   | 650 South Cherry Street, Suite 1100 |
|                        |   | Denver, CO 80246                    |
|                        |   | Fax: 303-320-6330                   |

or to such other place and with such other copies aseither party may designate as to itself by written notice to the others.

10.5         **Choice of Law**.

This Agreementshall be construed and interpreted, and the rights of the parties determined inaccordance with, the laws of the State of Colorado.  Each party irrevocably consents to theservice of any and all process in any action or proceeding arising out of orrelating to this Agreement by the mailing of copies of such process to eachparty at its address specified in Section 10.4.  The parties hereto irrevocably submit to theexclusive jurisdiction of (i) the courts of the State of Colorado, (ii) if ithas or can acquire jurisdiction, in the United State District Court for theDistrict of Colorado, or (iii) the United States Bankruptcy Court (or any courtexercising appellate jurisdiction over the Bankruptcy Court) over any disputearising out of or relating to this Agreement or any other agreement orinstrument contemplated hereby or entered into in connection herewith or any ofthe transactions contemplated hereby or thereby and any such dispute shall bedeemed to have arisen in the State of Colorado. Each party hereby irrevocably agrees that all claims in respect of suchdispute or proceedings may be heard and determined in such dispute orproceedings may be heard and determined in such courts.  The parties hereby irrevocably waive, to thefullest extent permitted by applicable law, any objection which they may now orhereafter have to the laying of venue of any such dispute brought in such courtor any defense of inconvenient forum in connection therewith.

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10.6         **Entire Agreement; Amendments and Waivers**.

This Agreement,together with all exhibits and schedules attached or to be attached heretoconstitutes the entire agreement among the parties pertaining to the subjectmatter hereof and supersedes all prior agreements, understandings, negotiationsand discussions, whether oral or written, of the parties (except theConfidentiality Agreement); *provided*that the forms of agreements attached hereto as Exhibits shall be superseded bythe copies of such agreements by the parties thereto to be conclusive evidenceof such parties’ approval of any change or modification or waiver of thisAgreement shall be binding unless executed in writing by or on behalf of theparty to be bound thereby.  No waiver ofany of the provisions of this Agreement shall be deemed or shall constitute awaiver of any other provision hereof (whether or not similar), nor shall suchwaiver constitute a continuing waiver unless otherwise expressly provided.

10.7         **Construction**.

The headings andcaptions of the various Articles and Sections of this Agreement have beeninserted solely for purposes of convenience, are not part of this Agreement,and shall not be deemed in any manner to modify, explain, expand or restrictany of the provisions of this Agreement. Unless stated to the contrary, all references to Articles, Sectionsparagraphs or clauses herein shall be to the specified Article, Section,paragraph or clause of this Agreement, and all references to Exhibits andSchedules shall be to the specified Exhibits and Schedules attachedhereto.  All Exhibits andSchedules attached are made a part hereof. All terms defined herein shall have the same meaning in the Exhibits andSchedules, except as otherwise provided therein.  All references in this Agreement to “thisAgreement” shall be deemed to include the Exhibits and Schedules attachedhereto.  The terms “hereby”, “hereto”, “hereunder”and any similar terms as used in this Agreement, refer to this Agreement in itsentirety and not only to the particular portion of this Agreement where theterm is used.  Whenever in this Agreementprovision is made for the payment of attorneys’ fees, such provision shall bedeemed to mean reasonable attorneys’ fees and paralegals’ fees.  The term “including” when used herein shallmean “including, without limitation.” Wherever in this Agreement the singular number is used, the same shallinclude the plural, and the masculine gender shall include the feminine andneuter genders, and vice versa, as the context shall require.

10.8         **Third Party Beneficiaries**.

No Person otherthan the parties hereto, shall have any rights or claims under this Agreement.

10.9         **No Waiver**.

The failure ofeither party hereto to seek redress for any breach, or to insist upon thestrict performance, of any covenant or condition of the Agreement by the othershall not be, or be deemed to be, a waiver of the breach or failure to perform,nor prevent a subsequent act or omission in violation of, or not strictly complyingwith, the terms hereof from constituting a default hereunder.

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10.10       **Multiple Counterparts**.

This Agreement maybe executed in one or more counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute one and the sameinstrument.

10.11       **Invalidity**.

In the event thatany one or more of the provisions, or any portion thereof, contained in thisAgreement or in any other instrument referred to herein, shall, for any reason,be held to be invalid, illegal or unenforceable in any respect, then to themaximum extent permitted by law, such invalidity, illegality orunenforceability shall not affect any other provision, or any portion thereof,of this Agreement or any other such instrument.

10.12       **Publicity**.

No party shallissue any press release or make any public statement regarding the transactionscontemplated hereby, without the prior approval of the other party, and theparties hereto shall issue a mutually acceptable press release as soon aspracticable after the earlier of the Closing or the entry of the Sale ApprovalOrder; *provided* that nothingherein shall be deemed to prohibit any party from making any disclosure whichits counsel deems necessary in order to fulfill such party’s disclosure ornotice obligations imposed by law or by the Sale Procedures Order.

10.13       **Further Assurances**.

Without limitingany other rights or obligations of the parties contained in this Agreement,following the Closing, Seller agrees to execute such documents, instruments orconveyances and take such actions as may be reasonably requested by Buyer’scounsel and otherwise reasonably cooperate with Buyer, its Affiliates and theirrespective Representatives in connection with any action that may be necessaryor advisable to put Buyer in possession of the Assets.

10.14       **Access to Books and Records**.

Seller will permitrepresentatives of Buyer to have access at reasonable times and with reasonablenotice, and in a manner so as not to interfere with the normal businessoperations of Seller, to the premises, properties, personnel, books, records(excluding Tax records), contracts, and documents pertaining to the AcquiredAssets.  Buyer will treat and hold anyinformation it receives in the course of the reviews contemplated by thissection in accordance with the Confidentiality Agreement.

10.15       **Cumulative Remedies**.

All rights andremedies of either party hereto are cumulative of each other and of every otherright or remedy such party may otherwise have at law or in equity, and theexercise of one or more rights or remedies shall not prejudice or impair theconcurrent or subsequent exercise of other rights or remedies; *provided, however*, that any Personpursuing any rights and remedies with respect to access to books and recordsshall first agree to reasonable confidentiality restriction with Buyer.

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10.16       **Termination of Covenants, Representations, andWarranties**.

The covenants,representations, and warranties made by Seller and/or Buyer herein shallterminate as of the Closing.  Buyer shallhave no right to seek indemnification subsequent to the Closing based on abreach of a representation and/or warranty made by Seller herein or in anyother document, certificate or instrument entered into by the Seller inconnection herewith.

10.17       **No Impediment to Liquidation**.

Nothing hereinshall be deemed or construed so as to limit, restrict or impose any impedimentto Seller’s right to liquidate, dissolve and wind-up its affairs and to ceaseall business activities and operations at such time as it may determinefollowing the Closing.

10.18       **Representation by Counsel; Mutual Negotiation**.

Each party hasbeen represented by counsel of its choice in negotiating this Agreement.  This Agreement shall therefore be deemed tohave been negotiated and prepared at the joint request, direction andconstruction of the parties, at arm’s length, with the advice and participationof counsel, and will be interpreted in accordance with its terms without favorto any party.

[*The remainder of this page is intentionally leftblank – signature page follows*]

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**IN WITNESS WHEREOF**,Fischer Imaging Corp. and Byers Peak, Inc. have caused this Asset PurchaseAgreement to be executed by their respective duly authorized officers, and havecaused their respective corporate seals to be hereunto affixed, all as of theday and year first above written.
| **FISCHER IMAGING CORPORATION** |
|---------------------------------|
|                            |   |   |
|                            |   |   |
| By:                             |   | /s/ STEVEN  DURNIL |   |
| Name:                           |   | STEVEN DURNIL |   |
| Its:                            |   | President and  CEO |   |
|                            |   |   |
| **BYERS PEAK, INC.**            |
|                            |   |   |
| By:                             |   | /s/ Doug K  Pruett |   |
| Name:                           |   | Doug Pruett |   |
| Its:                            |   | Vice President |   |

 

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