Exhibit 10.28

AMENDMENT NO. 1 TO NOTE AND WARRANT PURCHASE AGREEMENT

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.

RECITALS:

WHEREAS, the Company and ComVest have entered into the Agreement;

WHEREAS, pursuant to and in accordance with Section 10.7 of the Agreement, the parties wish to amend the Agreement as set forth in this Amendment;

NOW, THEREFORE, in consideration of the rights and obligations contained herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows:

Section 1.               Amendments to the Agreement . (a) The third WHEREAS clause of the Agreement is hereby amended by deleting the parenthetical at the end thereof and replacing it with the following: “(each, as the same may be amended or restated from time to time, a “ Warrant ” and collectively, the “ Warrants ”)”.

(b)           Section 5.11(i) of the Agreement is hereby amended by adding the following after the word “indicated” and before the colon: “(except to the extent of any changes to EBITDA the may result from charges to EBITDA due to the implementation or exercise of the Put Option (as defined in the Warrants)”.

(c)           Section 5.12(c) of the Agreement is hereby amended by deleting the word “and” before clause (ii) thereof and adding the following after the end of clause (ii) thereof and before the first semi-colon: “and (iii) Indebtedness incurred as a result of the exercise of the Put Option or in order to fund the payment required to be made by the Company upon exercise of the Put Option”.

(d)           Section 5.12(e) of the Agreement is hereby amended by adding the following at the end thereof: “, except for the purchase of the Warrants if the Put Option thereunder is exercised”.

(e)           Section 5.12(f) of the Agreement is hereby amended by adding the following at the end thereof: “, except payment of the purchase price for the Warrants if the Put Option thereunder is exercised”.

(f)            Section 5.12(i) of the Agreement is hereby amende