Amend 1 to Security Agr


    Exhibit
      10.8

    

      AMENDMENT
        NO. 1 TO

      SECURITY
        AGREEMENT 

       

      This
        Amendment No. 1 to Security Agreement dated
        as
        of July 19, 2007 (“Amendment”),
        is
        made by and among Viking
        Systems, Inc.,
        a
        Delaware corporation (the “Company”),
        all
        of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”
and
        together with the Company, the “Grantors”)
        and
        the secured parties (the “Original
        Secured Parties”)
        listed
        on the signature pages to the Security Agreement dated as of February 23,
        2007
        as amended hereby and as may be further amended (the “Security
        Agreement”).

       

       

      Recitals

       

      Whereas,
        on
        February 23, 2007, the Company and the Original Secured Parties entered into
        the
        Security Agreement. In connection therewith, the Original Secured Parties
        purchased certain 8% Secured Convertible Debentures due February 23, 2009
        (the
“Original
        Debentures”)
        from
        the Company. 

       

      Whereas,
        the
        Company desires to issue additional 8% Secured Convertible Debentures due
        February 23, 2009 subsequent to February 23, 2007 (the “New
        Debentures”),
        to
        certain investors (collectively, the “New
        Secured Parties”)
        and
        the Company and the Original Secured Parties desire to amend the Security
        Agreement such that New Secured Parties may be added as Secured Parties to
        the
        Security Agreement upon execution of a counterpart signature page
        thereto.

       

      Agreement

       

      Now,
        Therefore,
        in
        consideration of the foregoing premises and the mutual covenants and conditions
        set forth below, and in reliance on the recitals set forth above, and for
        other
        good and valuable consideration, the receipt of which is hereby acknowledged,
        the parties to this Amendment hereby agree as follows:

       

      1. The
        following paragraph is hereby added as Section 19(n) to the Security
        Agreement:

       

      “(n) If
        at any
        time subsequent to the date hereof, the Company sells Debentures to additional
        purchasers, then, notwithstanding anything else in this Agreement to the
        contrary, this Agreement may be amended, without the consent of any party
        hereto, to add such additional purchasers (the “New Secured Parties”) as Secured
        Parties. Each such New Secured Party shall execute a counterpart signature
        page
        to this Agreement. Upon execution of such counterpart signature page, the
        Debentures purchased by such New Secured Party shall be considered “Debentures”
for all purposes under this Agreement, ranking equally in all respects to
        all
        other Debentures, and such New Secured Party shall be deemed to be a “Secured
        Party” for all purposes under this Agreement, with all the rights and
        obligations of a Secured Party hereunder, on a pari-passu basis with each
        other
        Secured Party, in each case as if such New Secured Party had purchased such
        Debentures concurrently with each other Secured Party and such New Secured
        Party
        were an original signatory hereto.”

       

      
        
          
          

        

        
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      2. Except
        as
        specifically amended by this Amendment, the terms and conditions of the Security
        Agreement shall remain unchanged and in full force and effect. This Amendment
        shall become effective when executed and delivered by the Company and the
        Original Secured Parties. This Amendment does not constitute a waiver of
        any
        rights that the Original Secured Parties have to approve any offering of
        securities. This Amendment shall not be effective as to any New Debentures
        or
        New Secured parties unless the Original Secured Parties shall have consented
        in
        writing to the terms and conditions of such offering at the time any such
        offering is made.

       

      3. This
        Amendment may be executed in one or more counterparts, each of which shall
        constitute an original, and all of which together shall constitute one and
        the
        same instrument. This Amendment may be executed and delivered by facsimile
        and
        the parties hereto agree that such facsimile execution and delivery shall
        have
        the same force and effect as delivery of an original document with original
        signatures, and that each party hereto may use such facsimile signatures
        as
        evidence of the execution and delivery of this Amendment by all parties hereto
        to the same extent that an original signature could be used.

       

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      In
        Witness Whereof,
        each of
        the parties hereto has caused this Amendment No. 1 to Security Agreement
        to be
        executed and delivered by its duly authorized officer on the date first set
        forth above.

       

      
        	
                Address
                  Of Grantor:

                 

                4350
                  La Jolla Village Drive

                Suite
                  900

                San
                  Diego, California 92122

              	
                Viking
                  Systems, Inc.,
                  a
                  Delaware corporation

                 

                 

                By:
                  _______________________________

                Name:
                  

                Title:
                  

              
	 	 
	
                Taxpayer
                  Identification Number of Grantor:

                 

                ____________________________________

                 

              	
                Jurisdiction
                  of Organization of Grantor:

                 

                Delaware

                 

              


      

      


       

      


       

      


       

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      Original
        Secured Party:

      


      Name
        of Entity: __________________________     

       

      Signature
        of Authorized Signatory of Entity:
        ________________________

       

      Name
        of Authorized Signatory: _________________________   

       

      Title
        of Authorized Signatory: __________________________   

      


       

       

       

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