Amendment to SPA


    Exhibit
      10.11

    

      AMENDMENT
        TO

      SECURITIES
        PURCHASE AGREEMENT 

       

      This
        Amendment to Securities Purchase Agreement dated
        as
        of July 19, 2007 (“Amendment”),
        is
        made by and among Viking
        Systems, Inc.,
        a
        Delaware corporation (the “Company”)
        and
        the purchasers (the “Original
        Purchasers”)
        listed
        on the signature pages to the Securities Purchase Agreement dated as of February
        23, 2007 as amended and as may be further amended (the “Purchase
        Agreement”).

       

      Recitals

       

      Whereas,
        on
        February 23, 2007, the Company and the Original Purchasers entered into the
        Purchase Agreement. In connection therewith, the Original Purchasers purchased
        certain Debentures dated February 23, 2007 (the “Original
        Debentures”)
        from
        the Company. 

       

      Whereas,
        the
        Company desires to issue additional 8% Secured Convertible Debentures due
        February 23, 2009 (the “New
        Debentures”)
        and
        additional Warrants to Purchase Common Stock (the “New
        Warrants”),
        to
        certain additional investors (collectively, the “New
        Purchasers”)
        and
        the Company and the Original Purchasers desire to amend the Purchase Agreement
        as set forth in this Amendment.

       

      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
        definition of “Debentures” in Section 1.1 of the Purchase Agreement is hereby
        deleted in its entirety and replaced with the following new definition of
        “Debentures”:

       

      ““Debentures”
means
        the 8% Secured Convertible Debentures due, subject to the terms therein,
        on
        February 23, 2009, issued by the Company to the Purchasers hereunder or to
        certain additional purchasers from time to time, substantially in the form
        of
Exhibit
        A
        attached
        hereto.” 

       

      2. The
        definition of “Warrants” in Section 1.1 of the Purchase Agreement is hereby
        deleted in its entirety and replaced with the following new definition of
        “Warrants”:

       

      ““Warrants”
means
        collectively the Common Stock purchase warrants substantially in the form
        of
Exhibit
        C
        attached
        hereto delivered by the Company to the holders of the Debentures.”

       

      3. Section
        4.13(a) is hereby deleted in its entirety and replaced with the following
        new
        Section 4.13(a):

       

      “(a) Subject
        to the terms under this Section 4.13, from the date hereof until the date
        that
        the Debentures are no longer outstanding, upon any issuance by the Company
        or
        any of its Subsidiaries of Common Stock or Common Stock Equivalents (a
“Subsequent
        Financing”),
        each
        Purchaser shall have the right to participate in up to an amount of the
        Subsequent Financing equal to the lesser of (i) 100% of the Subsequent Financing
        or (ii) the aggregate principal amount of Debentures (the “Participation
        Maximum”)
        on the
        same terms, conditions and price provided for in the Subsequent
        Financing.”

       

      
        
           

        

        
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      4. The
        undersigned hereby acknowledge that sales and issuances by the Company of
        the
        New Debentures and New Warrants may be integrated with the issuance and sale
        of
        the Original Debentures and related warrants and waive the provisions of
        Section
        4.4 of the Purchase Agreement with respect to the issuance of the New Debentures
        and the New Warrants.

       

      5. Except
        as
        specifically amended by this Amendment, the terms and conditions of the Purchase
        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 Purchasers. This Amendment does not constitute a waiver of any rights
        that the Original Purchasers have to approve any offering of securities.
        This
        Amendment shall not be effective as to any New Debentures or New Purchasers
        unless the Original Purchasers shall have consented in writing to the terms
        and
        conditions of such offering at the time any such offering is made.

       

      6. 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 Purchase Agreement
        to be
        executed and delivered by its duly authorized officer on the date first set
        forth above.

       

      
        	 	
                COMPANY:

                 

                Viking
                  Systems, Inc.,
                  a
                  Delaware corporation

                 

                 

                By:
                  _______________________

                Name:
                  

                Title:
                  

              


      

      


       

      


       

      


       

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      Original
        Purchaser:

      


      Name
        of Entity: _____________________________________________

       

      Signature
        of Authorized Signatory of Entity:
        ________________________

       

      Name
        of Authorized Signatory: _________________________   

       

      Title
        of Authorized Signatory: __________________________   

       

       

       

       

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