ASSET PURCHASE AGREEMENT

by and between

FISCHER IMAGING CORPORATION

as Seller

and

BYERS PEAK, INC.

as Buyer

Dated as of August 21, 2006

TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this Agreement), dated as of August 21, 2006, is  by and between Byers Peak, Inc., a Colorado corporation (Buyer), and Fischer Imaging Corporation, a Delaware corporation (Seller).

R E C I T A L S:

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

This Agreement contemplates a transaction in which Buyer will purchase from Seller certain assets of the Business.  Specifically, Buyer will purchase 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 provisions regarding the assignment of liabilities.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of 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 the following meanings:

Affiliate has the same meaning as set forth in the Bankruptcy Code, 11 U.S.C. 101(2).

Agreement has the meaning set forth in the preface above.

Acquired Assets means all of Sellers right, title and interest in and to the Data, the Deliverables, the Assumed Executory Contracts, the Equipment, the Intellectual Property and the Inventory.

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

Assumed Liabilities means the liabilities and obligations of or relating to the Product Line (which may be trade payable liabilities and include the warranty obligations relating to the twenty 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 of Colorado.

Bankruptcy Code means the United States Bankruptcy Code, 11 U.S.C.  101 et seq.

Bankruptcy Court means the United States Bankruptcy Court for the District of Colorado.

Bankruptcy Schedules means the Sellers Schedules filed in the Bankruptcy Case.

Bloom Line has the meaning set forth in the recitals above.

Business has the meaning set forth in the recitals above.

Business Day means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of Colorado or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close.

Buyer has the meaning set forth in the preface above.

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

Closing has the meaning set forth in 3.1 below.

Closing Date has the meaning set forth in 3.1 below.

Confidentiality Agreement means the Confidentiality Agreement dated as of March 27, 2006 by and between the Seller and the Buyer.

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