EX-10.6


    Exhibit
      10.6

    

      AMENDMENT
        TO CONSENT, WAIVER 

      AND
        AMENDMENT AGREEMENT

      


      


      This
        Amendment Agreement (this “Amendment”)
        is
        entered into as of July 19, 2007, by and between each of the undersigned
        purchasers, acting individually (individually a “Purchaser”
and
        collectively the “Purchasers”),
        and
        Viking Systems, Inc., a Delaware corporation (the “Company”)
        and
        amends, that certain Consent, Waiver and Amendment Agreement entered into
        by the
        Purchasers and the Company on February 23, 2007 (the “Original
        CWA”).

       

       

      Pursuant
        to a securities purchase agreement dated May 22, 2006 among the Company and
        the
        Purchasers (the “Purchase Agreement”), the Purchasers were issued convertible
        preferred stock (the “Preferred Stock”) and warrants (the “Existing Warrants”)
        to purchase shares of Common Stock, par value $.001 per share (the “Common
        Stock”) and in the individual amounts set forth below such Purchaser’s name on
        the signature pages to the Purchase Agreement.

       

      The
        Company and Purchasers desire to amend certain terms of the Transaction
        Documents and waive certain provisions and other matters contained in the
        Transaction Document.

       

      In
        the
        Original CWA, the Purchasers consented to, among other things, the Company
        raising up to $6,000,000 through the issuance of Secured Convertible Debentures
        (the “Debentures”), of which approximately $5,376,533 has been received by the
        Company. The $6,000,000 maximum was established in late November 2006. The
        $6,000,000 Debenture maximum, assumed the Debenture would close in early
        January
        2007. In February 2007, discussions were held with a number of Debenture
        Purchasers regarding the need to increase the Debenture maximum to off-set
        the
        two month delay in closing and to address other changes in the business plans
        of
        the Company that were impacted by, and not anticipated in, the final Debenture
        agreements. Since the initial close of the Debenture offering, the Company
        has
        been actively seeking additional funds from other interested
        investors.

       

       

      The
        Company is in immediate need of additional capital and the Company believes
        that
        the balance of the $6,000,000 is now available, together with additional
        funds
        required by the Company to fund its operations. The Company desires to obtain
        the consent of the Purchasers to increase the maximum Debenture offering
        to
        $8,000,000 from $6,000,000 (an additional $2,623,467).

       

      The
        Company and the Purchasers believes it to be in the best interests of the
        Company and the Purchasers to increase the amount of Debentures to
        $8,000,000;


       

      NOW,
        THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
        and for good and valuable consideration the receipt and adequacy of which
        are
        hereby acknowledged, the Purchasers and the Company agree as
        follows:

       


      
        
           

           

        

        
          1

          
            

          

        

        
           

        

      


      


      ARTICLE
        I

      DEFINITIONS

      


       

      Section
        1.  Definitions.
        Capitalized terms not defined in this Agreement shall have the meanings ascribed
        to such terms in the Purchase Agreement.

      


       

      ARTICLE
        II

      AMENDMENTS
        AND OTHER AGREEMENTS

      


      Section
        2.1  Consent
        to Subsequent Financing.
        Each
        Purchaser, severally and not jointly with the other Purchasers, hereby consents
        to the Company issuing up to $8,000,000 principal amount (including $5,376,533
        already issued) of the Debentures on the terms and conditions substantially
        similar to the terms and conditions described to Purchasers in the Original
        CWA
        (“Subsequent Financing”). Each Purchaser acknowledges that the terms and
        conditions of the Subsequent Financing may conflict with terms and conditions
        of
        the Purchase Agreement and other Transaction Documents and the Company’s
        obligations under the Purchase Agreement and other Transaction documents.
        Each
        Purchaser hereby waives any breach of the Purchase Agreement and other
        Transaction Documents that may occur by reason of the terms, conditions,
        rights,
        restrictions and covenants of the Subsequent Financing and the documents
        related
        to the Subsequent Financing (“Subsequent Financing Documents”) as of the date
        hereof. Each Purchaser consents to the Subsequent Financing for purposes
        of
        Section 10 of the Certificate of Designation and agrees that Section 4.13
        (Participation in Future Financing) and Section 4.14 (Subsequent Equity Sales)
        of the Securities Purchase Agreement are specifically amended to enable the
        Company to sell up to $2,623,467 of additional Debentures without compliance
        with the terms set forth in those sections.

      


      Section
        2.2 Effect
        on Transaction Documents. The
        foregoing consents and waivers are given solely in respect of the transactions
        described herein. Except
        as
        expressly set forth herein, all of the terms and conditions of the Transaction
        Documents shall continue in full force and effect after the execution of
        this
        Amendment, and shall not be in any way changed, modified or superseded by
        the
        terms set forth herein. This
        Agreement shall not constitute a novation or satisfaction and accord of any
        Transaction Document.

       

      


      ARTICLE
        III

      MISCELLANEOUS

      


      Section
        3.1 Notices.
        Any and
        all notices or other communications or deliveries required or permitted to
        be
        provided hereunder shall be made in accordance with the provisions of the
        Purchase Agreement.

      


      Section
        3.2 Survival.
        This
        Agreement shall inure to the benefit of and be binding upon the successors
        and
        permitted assigns of each of the parties; provided however that no party
        may
        assign this Agreement or the obligations and rights of such party hereunder
        without the prior written consent of the other parties hereto.

       

      
        
           

        

        
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      Section
        3.3 Execution.
        This
        Agreement may be executed in two or more counterparts, all of which when
        taken
        together shall be considered one and the same agreement and shall become
        effective when counterparts have been signed by each party and delivered
        to the
        other party, it being understood that both parties need not sign the same
        counterpart. In the event that any signature is delivered by facsimile
        transmission, such signature shall create a valid and binding obligation
        of the
        party executing (or on whose behalf such signature is executed) with the
        same
        force and effect as if such facsimile signature page were an original
        thereof.

      


      Section
        3.4 Severability.
        If any
        provision of this Agreement is held to be invalid or unenforceable in any
        respect, the validity and enforceability of the remaining terms and provisions
        of this Agreement shall not in any way be affected or impaired thereby and
        the
        parties will attempt to agree upon a valid and enforceable provision that
        is a
        reasonable substitute therefor, and upon so agreeing, shall incorporate such
        substitute provision in this Agreement.

      


      Section
        3.5 Governing
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement shall be determined pursuant to the Governing Law provision
        of
        the Purchase Agreement.

      


      Section
        3.6 Entire
        Agreement.
        The
        Agreement, together with the exhibits and schedules thereto, contain the
        entire
        understanding of the parties with respect to the subject matter hereof and
        supersede all prior agreements and understandings, oral or written, with
        respect
        to such matters, which the parties acknowledge have been merged into such
        documents, exhibits and schedules.

      


      Section
        3.7 Construction.
        The
        headings herein are for convenience only, do not constitute a part of this
        Agreement and shall not be deemed to limit or affect any of the provisions
        hereof. The language used in this Agreement will be deemed to be the language
        chosen by the parties to express their mutual intent, and no rules of strict
        construction will be applied against any party.

       

      Section
        3.8 Independent
        Nature of Purchasers’ Obligations and Rights.
        The
        obligations of each Purchaser hereunder are several and not joint with the
        obligations of any other Purchasers hereunder, and no Purchaser shall be
        responsible in any way for the performance of the obligations of any other
        Purchaser hereunder. Nothing contained herein or in any other agreement or
        document delivered at any closing, and no action taken by any Purchaser pursuant
        hereto, shall be deemed to constitute the Purchasers as a partnership, an
        association, a joint venture or any other kind of entity, or create a
        presumption that the Purchasers are in any way acting in concert with respect
        to
        such obligations or the transactions contemplated by this Agreement. Each
        Purchaser shall be entitled to protect and enforce its rights, including
        without
        limitation the rights arising out of this Agreement, and it shall not be
        necessary for any other Purchaser to be joined as an additional party in
        any
        proceeding for such purpose.

       

      
        
           

        

        
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      Section
        3.9 Termination. 
        This Agreement may be terminated by any Purchaser, as to such Purchaser’s
        obligations hereunder, by written notice to the other parties, if the
        transactions contemplated hereunder are not effective on or before July 31,
        2007.

      


      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
        executed by their respective authorized signatories as of the date first
        indicated above.

       

      


      
        	 	
                VIKING
                  SYSTEMS, INC.

                 

              
	 	
                By:__________________________________________

                Name:

                Title:

              


      

           

      


      


      


      


      


      


      


       


      
        
           

           

        

        
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      [PURCHASER
        SIGNATURE PAGES TO VKSY 

      AMENDMENT
        AGREEMENT]

      


      IN
        WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed
        by their respective authorized signatories as of the date first indicated
        above.

       

      Name
        of
        Purchaser: ________________________________________________________

      Signature
        of Authorized Signatory of Purchaser:
        __________________________________

      Name
        of
        Authorized Signatory:
        ____________________________________________________

      Title
        of
        Authorized Signatory:
        _____________________________________________________

      Email
        Address of
        Purchaser:________________________________________________

      


      


      


      


      


      


      


      


       

      


      


      


      
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