EX-10.10 European Distributor Agreement

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Exhibit 10.10
Addendum No. 2

[ETHICON ENDO-SURGERY, INC. LETTERHEAD]

December 13,2002

By Federal Express and Certified Mail

Fischer Imaging Corporation
Attention: Vice President Sales, Marketing & Service
12300 North Grant Street
Denver, Colorado 80241

Dear Sir

Re:

European Distributor Agreement

        As you know, in April, 2002, Ethicon Endo-Surgery, Inc. exercised its option to renew for an additional two-year period the DISTRIBUTOR AGREEMENT dated December 9, 1998, between Ethicon-Endo Surgery, Inc. and Fischer Imaging Corporation, as amended by Amendment No. 1 to Distributor Agreement dated December 9, 2000 (the DISTRIBUTOR AGREEMENT as amended, the "Agreement"). Subsequently the parties entered into good faith negotiations to determine transfer pricing and related terms during the renewal period.

        Attached please find the proposed pricing and related terms during the renewal period. All other terms and conditions of the Agreement remain the same subject to any further amendments in accordance with the terms of the Agreement. Kindly confirm you accept and agree to the attached pricing and related terms during the renewal period by signing, dating and returning to me a copy of this letter.

        If you have any questions, please do not hesitate to contact the undersigned at (513) 337-3395.

Cc:

Office of Corporate Secretary, Fischer Imaging Corporation

ATTACHMENT

DISTRIBUTOR AGREEMENT between Ethicon Endo-Surgery, Inc. (EES) and Fischer Imagining Corporation (Fischer)

Summary of Transfer Price and Related Terms for the renewal period from October 10, 2002 through October 10, 2004:

1.

Transfer Price (T.P.) Schedule:

****Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule