0001104659-05-014453 Sample Contracts

AMENDMENT NO. 1 TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • March 31st, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus • New York

AMENDMENT No. 1 (this “Amendment”), dated as of March 29, 2005, to the Note and Warrant Purchase Agreement (the “Agreement”), dated as of February 22, 2005, among Fischer Imaging Corporation, a Delaware corporation (the “Company”), and ComVest Investment Partners II LLC, a Delaware limited liability company (“ComVest”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

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ACCOUNTS RECEIVABLE FINANCING MODIFICATION AGREEMENT
Accounts Receivable Financing Modification Agreement • March 31st, 2005 • Fischer Imaging Corp • X-ray apparatus & tubes & related irradiation apparatus

This Accounts Receivable Financing Modification Agreement is entered into as of December 7, 2004, by and between Fischer Imaging Corporation (the “Borrower”) and Silicon Valley Bank (“Bank”).

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