EXHIBIT
      10.17








**INDEPENDENT
      SALES AGENT AGREEMENT**





**Between**





**Viking
      Systems Inc.**





**And**





**Platinum
      Medical Inc.**










THIS
      AGREEMENT is entered into this 21st day of November, 2006 by and between **Viking
      Systems, Inc.,** a
      Delaware corporation, (hereinafter “Viking” with offices at 4350 La Jolla
      Village Drive, San Diego, CA 92122 and Platinum Medical, Inc. (hereinafter
      “Sales Representative”) a Nevada Corporation with an office at 2331 Dolphin
      Court, Henderson Nevada 89074.




**WHEREAS** ,
      Viking
      is engaged in the manufacture and distribution of medical equipment and related
      accessories;





**WHEREAS** ,
      Viking
      desires to appoint Sales Representative, as its exclusive Independent Sales
      Representative for medical equipment and related accessories, on behalf of
      Viking and in the geographical areas hereinafter described and under the terms and
      conditions hereinafter set forth ;





**WHEREAS** ,
      Sales
      Representative desires to engage in the promotion, solicitation and sale of
      certain products supplied by Viking in the geographical areas set forth in
      Exhibit A of this agreement and
      under the terms and conditions hereinafter set forth ;





**NOW
      THEREFORE** ,
      in
      consideration of their mutual covenants and agreements contained herein, and
      the
      mutual benefits to be derived here from the parties, intending to be legally
      bound, hereby covenant and agree as follows:





**1.**  **DEFINITIONS**





a)
            The
                term "TERRITORY" when used herein means the territory described in
                Exhibit
                A, as such, territory may be amended in this Exhibit from time to
                time by
                mutual consent of the parties.










b)
            The
                term "PRODUCTS" when used herein means those products of Viking which
                are
                specifically identified in Exhibit B.





c)
            The
                term “PRICES” shall mean those prices set forth in the current price
                schedule. The current price list is identified as the latest price
                book
                provided by Viking, which Viking may change at its sole discretion
                given
                at least 30 days notice.





d)
            The
                term "CONFIDENTIAL INFORMATION" when used herein means and includes
                all
                know how, designs, drawings, specifications, catalogs, data sheets,
                sales
                and technical bulletins, service manuals, customer lists, sales and
                marketing programs, future products, sales strategies, price lists,
                cost
                data and other information, whether or not reduced to writing, including
                information stored on computer, relating to the design, manufacture,
                use,
                marketing, sale and service of the PRODUCTS, as well as any other
                information relating to the business of Viking which may be divulged
                to
                the Sales Representative in the course of its performance of this
                Agreement and which is not generally known in the
                trade.





e)
            The
                term “CUSTOMER” when used herein means the end-user physician, or medical
                facility to which the PRODUCT (S) is
                sold.





**2.**  **APPOINTMENTS
      AND SCOPE.** Subject
      to the terms and conditions and for the term of this Agreement, Viking hereby
      appoints Sales Representative as exclusive Independent Sales Representative
      of
      the Products in the Territory. Sales Representative hereby accepts such
      appointment and agrees to devote such time, and attention to the performance
      of
      such duties as may be reasonably necessary **** to
      sell
      and promote the sale of the Products in the Territory during the term of this
      Agreement. It is understood and agreed that Viking will retain title and risk
      of
      loss with respect to the equipment until title and risk of loss passes to the
      Customer.





a)  Sales
      Representative is an independent contractor and under no circumstances will
      Sales Representative commit Viking to the delivery of Viking products and
      accessories or purport to legally bind Viking in any matter, or allow any
      employee, officers, director or agent of Sale Representative to hold himself
      or
      herself out as an employee or agent with legal authority to bind Viking. All
      accepted purchase orders, whether or not delivery dates are specified, shall
      be
      subject to delays in manufacture or delivery due to any cause beyond Viking’s
      reasonable control





b)  The
      detailed operations of Sales Representative under this Agreement are subject
      to
      the sole control and management of Sales Representative and Sales Representative
      shall be responsible for all of its own expenses and agrees that it shall incur
      no expense chargeable to Viking, except, as may be specifically authorized
      in
      this contract or made in advance in writing by a duly authorized officer or
      employee of Viking.





c)  No
      part
      of Sales Representative’s compensation will be subject to withholding by Viking
      for the payment of any social security, federal, state or any other employee
      payroll taxes.




2




d)  Sales
      Representative is not restricted from the purchase or resale of any
      other products as a
      covenant of this agreement except as deemed competitive to Viking 3D video
      products and associated technologies.





e)  Viking
      is
      not restricted from the solicitation, formation or contracting of any other
      business relationships, including distribution agreements, where Viking products
      could be added to a total solutions concept of another manufacturer.





**3.**  **Duties
      of Sales Representative.** The
      responsibilities of Sales Representative are set forth below and Sales
      Representative shall use its best efforts to promote the sale of Product to
      all
      existing and potential Customers within the Territory in accordance with Sales
      representative sales policies.





a)  Sales
      Representative will act as Viking’s exclusive Independent  Sales  Representative ,
      and is
      authorized to solicit orders on Vikings behalf for the Products in the Territory
      from Customers (Accounts) in accordance with sales policies and practices as
      outlined herein and in accordance with Vikings published Terms and Conditions
      of
      Sale.





b)  All
      Final
      Quotations shall be prepared and submitted on a standardized Viking quotation
      forms before submission to the Account in accordance with Vikings published
      Terms and Conditions of Sale. Sales Representative shall not make
      representations or guarantees other than the published technical specifications
      concerning the Equipment, or accept the return of, or make any allowance for,
      such Equipment without the prior written consent of Viking.





c)  At
      specific time intervals defined by Viking, Sales Representative shall furnish
      sales reports such as a ninety-day forecast of expected product sales that
      is
      updated and submitted monthly. Sales Representative management shall cooperate
      with Viking management by providing account strategies and market information
      on
      metrics gathered from Sales Representative database during the sales process
      and
      to attend in appropriate teleconference meetings.





d)  Sales
      Representative shall commit to sell a minimum number of Products in accordance
      with the Territory Sales Targets set in Exhibit D. Sales Representative
      acknowledges and agrees that the sales target has been mutually established
      after due consideration of the market for Products in the Territory and
      represent the minimum quantities or dollar volume that Sales Representative
      should be able to sell in the Territory using reasonable efforts. To the extent
      this Agreement is renewed, the parties shall determine future minimum sale
      requirements within thirty days of the date of renewal or within thirty days
      of
      the beginning of Vikings accounting period. In the event that Sales
      Representative fails to meet 70% of its sales target for two consecutive
      quarters, Viking, at its sole discretion, may elect to, terminate this Agreement
      pursuant to section 9 of this agreement or modify the Territory or the
      exclusivity of any rights hereunder, or waive the sales target requirements
      for
      the relevant period.





e)  Sales
      Representative shall not, without Viking’s written consent, modify or change in
      any way a feature of any Product, or modify or remove any safety device or
      part
      of the Product.




3





g)  Sales
      Representative Agents will receive specific training as Viking provides and
      pass
      specific skills testing in order to receive authorization to represent Viking
      products. At no time will Sales Representative allow any employee or sub agent
      to represent Viking without such agent passing appropriate skills testing to
      be
      authorized as a Sales Representative Medical representative.





h)  All
      promotional, advertising and marketing materials prepared or used by Sales
      Representative must be reviewed and approved by Viking prior to use, in
      accordance with the promotion and advertising policy provided by Viking.





i)  Sales
      Representative shall promptly notify Viking, of incidents, malfunction or any
      injury related to the Products in accordance with Sales Representative policies.





j)  Sales
      Representative shall cooperate with Viking Management by providing account
      information, and participating in appropriate teleconference meetings.





k)  Sales
      Representative will strictly comply, and ensure that all of its employees,
      agents and subcontractors and their employees strictly comply with all laws,
      regulations and governmental orders governing the performance of its obligations
      hereunder, including but not limited to the Federal Health Care Program
      Anti-Kickback Provisions of the U.S. Social Security Act, 42, U.S.C. 1320a-7b,
      as any such laws, regulations or orders may be hereinafter amended. Sales
      Representative further agrees to comply with the provisions of all rules and
      regulations (including those of the Secretary of Labor) and Executive Orders
      (Including Nos. 11246, 11375, 11625, 11701 and 11758) applicable to this
      Agreement regarding non-discrimination because of race, religion, color, sex,
      age, national origin, Veteran’s status and physical or mental
      handicap. **** With
      the
      exception of the customary activities associated with customer referral and
      luminary sites, Sales Representative will ensure that (i) no person who is
      a
      practicing physician, (ii) no person affiliated with or employed by any customer
      or prospective customer, and (iii) no person who may be in a position to unduly
      influence the purchase of any Product or service, or financing for any Product,
      promotes the Products or Sales Representative’s interests in any way.





l)  Sales
      Representative shall attend, all technical, sales and service training sessions
      with respect to the Products as Viking and Platinum management deems necessary
      in order to allow the Representative to effectively market, and sell the
      Products. Viking will provide lodging and meals for the training sessions and
      representative will be responsible for the travel cost to attend. Sales
      Representative shall have the final approval for a representative attendance
      for
      such training sessions





**4.**  **Duties
      of Viking.** Viking
      responsibilities shall be as set forth below:





a)  Viking
      shall provide Sales Representative with reasonable quantities of sales and
      marketing information applicable to Products, including catalogs,
      specifications, promotional literature and other materials.




4





b)  Viking
      shall provide Sales Representative with access to and assistance of its
      technical, sales and service personnel. Such assistance shall be without charge
      to Sales Representative except as may be otherwise mutually agreed.





c)  Viking
      shall have responsibility for and render repair service on all Products placed
      within the Territory.





d)  Viking
      shall conduct such technical, sales and service training sessions with respect
      to the Products as Viking deems necessary in order to allow the Representative
      to effectively market, and sell the Products. Viking will provide lodging and
      meals for the training sessions and representative will be responsible for
      the
      travel cost to attend. Sales Representative shall have the final approval for
      a
      representative attendance for such training sessions.





e) Viking
      shall be solely responsible for the design, development, supply and production
      of the Product(s) and the protection of its trademarks and service marks.





f) Viking
      shall immediately advise Sales Representative of any legal or regulatory notices
      served which might affect the condition or prospect of the Product. Viking
      will
      also promptly notify Sales Representative of any recalls or modifications of
      the
      Product required by any government authority,





g) Viking
      shall notify Sales Representative of any changes affecting the Products or
      Prices, terms and conditions of sale, sales policies, projected delivery dates,
      schedule changes regarding the product, which may affect the business of the
      Sales Representative.





h)  Viking
      will furnish monthly business reports to Sales Representative in a format that
      can not be altered that reflect bookings, commissions owed, unshipped equipment
      and performance to plan.





i)  Viking
      will forward to Sales Representative any leads it receives from accounts in
      the
      Territory regarding the Product.





j)  Viking
      shall perform operator training in conjunction with the Sales Representative
      in
      accordance with the specified terms and conditions on quotations and order
      acceptance documents.





k)  Viking
      shall provide Product to Sales Representative for sales demonstration, trial-use
      by accounts and training; the type and volume of Product for sales
      demonstration, trial-use and training is at the sole discretion of Viking.
      All
      such Product will remain the property of Viking and must be returned to Viking
      on demand.





**5.**  **COMPENSATION.** In
      consideration of the service rendered by Sales Representative under this
      agreement, Viking will pay Sales Representative commissions under the terms
      set
      in this Agreement and at rates set in Exhibit E of this Agreement.




5





a)  Commission
      will be paid on the Sales Price of each order booked, delivered, shipped in
      the
      Territory, except as outlined under paragraph 6, under EXCLUDED SALES. The
      Sales
      Price is defined as gross sales price listed on the agreement, less any
      applicable cash discount, return of merchandise, installation, training, or
      delivery costs or allowances listed on quotation not paid by the customer,
      or
      any federal, state and/or local taxes, insurance, turnkey costs or bad
      debt.





b)  At
      the
      request of Viking or the Sales Representative, and upon mutual agreement, either
      party may assist in a sales opportunity at a Customer (Account) that is not in the
      designated TERRITORY. In an effort by both parties to encourage such
      co-operation, a Shared Commission Agreement will be developed specific to the
      Shared Commission sales opportunity. The Shared Commission Agreement will be
      presented in writing by the requesting party to the other party in advance,
      and
      must be duly authorized by an officer or employee of the requesting party.
      Upon
      mutual agreement, such Shared Commission Agreement(s) will supersede Commissions
      in Exhibit E of this Agreement





c)  If
      a
      refund, rebate or allowance with respect to Product sold by Sales Representative
      to any Account for any reason whatsoever, any commission paid and represented
      by
      such refund, rebate or allowance shall be proportionally repaid by Sales
      Representative to Viking, promptly upon demand, or, at Sales Representative’s
      option, credited against any monies due or to become due to Sales Representative
      hereunder.





d)  50%
      amount of the total Commission is due and payable not later than thirty (30)
      days after order booking. Order Booking is deemed complete when Viking is in
      receipt of a signed contract with at least a 10% or more down payments.
      Outstanding balance of commission is due within 30 days of delivery and
      installation for the product.





e)  At
      the
      time of booking and payment to Sales Representative, Viking will send Sales
      Representative a statement showing the computation of commissions earned for
      the
      order based on the net selling price of the order.




**6.**  **EXCLUDED
      SALES.** Viking
      reserves the right to set special commission rates, or pay no commissions on
      certain sales. Viking must identify to Sales Representative any specific
      Accounts, relationships and/or orders that will be considered EXCLUDED SALES
      in
      advance. Viking
      must provide 30 day notice to any changes in the EXCLUDED SALES.





·
            Clinical
                luminary account customers who receive special
                discounts.





·
            Manufacturers
                of medical devices, or other companies, which purchase Product to
                be used
                in a clinical training program.





·
            Sales
                of any Viking Products, Equipment and Technology to Viking Systems
                OEM
                Customers and/or their affiliates.




6





·
            Corporate
                Accounts (including government(s)) and National Account Contracts; Viking
                reserves the right to modify commission rates for Viking Corporate
                Accounts and National Account Contracts providing two week notice
                is given
                to Sales Representative.





·
            Protected
                Accounts: From time to time there may be transitions that involve
                the
                expansion or contraction of a specific TERRITORY. Under those
                circumstances, there may be accounts excluded from or added to a
                geographical area and considered as a Protected Account different
                from an
                existing geographical boundary.





·
            Rental
                Agent Agreement(s): Viking intends to continue to offer rental
                equipment/systems to the market on a broad geographic basis, through
                a
                number of independent agents and agreements. Viking reserves the
                right to
                modify and/or exclude commission from rental income but acknowledges
                that
                commissions will be paid subject to any modification needed on the
                final
                sale to the CUSTOMER.





**7.**  **CONFIDENTIALITY
      AND PROPRIETARY RIGHTS.** Sales
      Representative acknowledges that the Confidential Information comprises valuable
      trade secrets and is proprietary to the Sales Representative and its vendors.
      Sales Representative shall hold the Confidential Information in strict
      confidence and shall not use or disclose the same except as required to perform
      its obligations under this Agreement. The foregoing obligation shall not extend
      to information which is or becomes public knowledge through no fault of Sales
      Representative or which is required to be disclosed by law. Each employee or
      independent contractor of Sales Representative who performs functions related
      to
      this Agreement shall be required to sign an agreement with the Representative
      agreeing to hold such Confidential Information in strict confidence, and
      agreeing not to disclose such Confidential Information except as required to
      perform his or her obligations to Viking.





All
      Products sold by Sales Representative for Viking shall bear trademarks of
      manufacturers, and Sales Representative agrees not to remove or efface such
      trademarks. Sales Representative shall not use any of the above mentioned
      trademarks or trade names, or any mark or name confusingly similar thereto,
      in
      any manner, for letterhead, business cards and signs in order to identify itself
      as an authorized representative of Viking, unless expressly approved in writing
      by Viking. Sales Representative shall not place, or affix, any signs, placards,
      labels, or stickers, other than a normal size business card to any of the
      products.




**8.**  **TERMS
      AND CONDITIONS OF SALE**





a)  All
      final
      sales quotations shall be prepared by Viking employees before submission to
      accounts and shall include the standard terms and conditions of Viking. In
      no
      event shall Sales Representative offer a discount to any Customer unless it
      obtains the prior approval of the Viking Senior VP of Sales, SVP of Commercial
      Operations or other Officer of Viking. Sales Representative will be allowed
      to
      use non-binding documents for use in their sales process and in the pursuit
      of
      sales in Accounts.





b)  Final
      acceptance or rejection of all orders shall rest with Viking. Sales
      Representative is not authorized to confirm any order or to assume or create
      any
      obligation expressed or implied on Viking’s behalf. Viking shall have the sole
      right of credit approval and order acceptance in all cases and at all times
      with
      respect to Products. Invoices for Product sales will only be issued by Viking.




7





c)  Viking
      may change the Product list price at any time. In the event that a valid price
      quotation has not expired, the customer price quoted will remain in effect
      until
      the expiration date of the Quotation. Unless Viking provides specific written
      consent to provide price protection beyond the quotation expiration date, all
      quotations will expire not more than sixty (60) days from the date of
      quotation.





9.  **TERM
      AND TERMINATION.** The
      term
      of this Agreement shall commence as of the Effective Date and, unless terminated
      earlier as provided herein, shall continue until December 31, 2008. Thereafter,
      this Agreement may be renewed for additional two (2) year terms by mutual
      written agreement of the parties at least ninety (90) days prior to the
      expiration date. In the event that the parties have not otherwise renewed this
      Agreement in writing at the end of the initial term or any renewal term, then
      the Agreement will continue on a month-to-month basis until terminated in
      writing by either party, without penalty or payment of any termination fee,
      upon
      thirty (30) days notice or extended in writing by mutual agreement of the
      parties, notwithstanding any other provision of this Agreement to the contrary.




a)  It
      shall
      constitute a Default under the Agreement, with the corresponding right of
      termination as stated below, if any of the following shall occur:





i)  In
      the
      event both parties fails to pay any amounts due hereunder, and such failure
      continues for a period of thirty (30) days after receipt of written notice
      from
      the other party specifying such violation, then the Agreement may be immediately
      terminated by the non-defaulting party.





ii)  In
      the
      event of a material violation by a party of any provision of this Agreement
      (other than the non-payment of monies) which violation continues uncured for
      a
      period of thirty (30) days after written notice to the other party specifying
      such violation, then the Agreement may be immediately terminated by the
      non-breaching party.





iii)  In
      the
      event a party makes an assignment for the benefit of creditors, files a
      voluntary petition in bankruptcy, is adjudicated insolvent or bankrupt, a
      proceeding is filed against said party to declare said party a bankrupt and
      said
      proceeding is not dismissed within thirty (30) days, or said party commences
      any
      proceeding under any reorganization, arrangement, readjustment of debt or
      similar law or statute of any jurisdiction, then this Agreement may be
      terminated by the other party on five (5) days written notice.





iv)  Upon
      the
      occurrence of any change of a majority ownership with respect to Sales
      Representative effected without the prior written consent of Viking (whether
      such change in ownership occurs in one or a series of transactions), or in
      the
      event that any competitor of Viking acquires, directly or indirectly, more
      than
      a fifty (50%) percent ownership interest in Sales Representative, then Viking
      may immediately terminate this Agreement.




8





v)  If
      Sales
      Representative solicits orders for the Products outside of the Territory (except
      upon the prior written consent of Viking Medical), then Viking may immediately
      terminate this Agreement.





vi)  In
      the
      event Sales Representative fails to meet 70% of sales volume requirements for
      two (2) consecutive quarters (as specified in Schedule C attached hereto or
      otherwise), then Viking may immediately terminate this Agreement upon ninety
      (90) days notice, unless Sales Representative cures such default within such
      ninety (90) day period and unless Sales Representative meets the 70% sales
      volume requirement for the quarter during which Sales Representative is
      effecting the cure for the prior two (2) quarters; sales that are used to cure
      the default for the prior two (2) quarters shall not also count as sales for
      the
      current quarter.





vii)  In
      the
      event that Sales Representative or any of its affiliates acquires a minority
      interest in a company which is involved in the manufacturing, sale or
      distribution of products or any services which compete with the Product(s),
      then
      Viking may immediately terminate this Agreement.





b)  Either
      party may terminate this Agreement, without cause, at any time by giving the
      other party no less than ninety (90) days prior written notice on the intent
      to
      terminate the contract. The effective termination date will be (90) days after
      the notice. In the event Viking terminates this Agreement, without cause Sales
      Representative will perform best efforts for a transition for the entire period
      and receive all commission for orders during this period.





**10.**  **Rights
      of Parties upon Termination.** The
      following provisions shall apply upon the termination or non-renewal of this
      Agreement.




a)  Sales
      Representative shall cease all sales and other activities on behalf of Viking
      and shall return to Viking immediately all Confidential Information previously
      furnished by Sales Representative.





b)  All
      indebtedness of Viking from Sales Representative shall become immediately due
      and payable without further notice or demand, which is hereby expressly waived,
      and Viking shall be entitled to reimbursement for all reasonable costs of
      collection, including, but not limited to any reasonable attorneys' fees that
      it
      may incur in collecting or enforcing payment of such obligations.





d)  Sales
      Representative will be paid fifty (50) percent of the full sales commissions
      on
      orders which have been received by Viking on or before the date of termination,
      and 100% of the full sales commission for any order that is installed, shipped
      an paid provided the product is shipped, installed, and paid within 120 days
      of
      the date of termination.





9




**11.**  **Indemnification** .





a)  Sales
      Representative shall be responsible for, and shall defend, indemnify and hold
      Viking harmless from and against any and all claims, losses, liabilities, causes
      of action, suits, proceedings, judgments, recoveries, damages, costs and
      expenses, including reasonable attorneys fees, arising out of or resulting
      from
      any negligent or intentional misrepresentations made by Sales Representative.





b)  Viking
      shall be responsible for, and shall defend, indemnify and hold Sales
      Representative harmless from and against any and all claims, losses,
      liabilities, causes of action, suits, proceedings, judgments, recoveries,
      damages, costs and expenses, including reasonable attorneys fees, arising out
      of
      any claim by a third party relating to the Product, or use of the product except
      to the extent that the claim or liability arises from or is related to the
      negligent or intentional acts, or omissions of the Sales Representative. Viking
      shall have the exclusive right to compromise, settle or defend such claim or
      lawsuit in its sole discretion.




**12.**  **Insurance** .
      At all
      times throughout the term of this Agreement, Sales Representative shall maintain
      in full force and effect, the following insurance coverage from a reputable
      insurance company.





a)  Comprehensive general liability insurance (on an occurrence basis), for complete
      operations coverage, with minimum coverage of $1,000,000.00 per occurrence
      and
      $2,000,000.00 in the annual aggregate. Sales Representative shall provide Viking
      with a certificate of insurance evidencing such coverage within 30 days of
      signing this Agreement and at such other times upon reasonable request of
      Viking.





At
      all
      times during and throughout the term of this Agreement, Sales Representatives
      and its agents will be named an Additional Insured for product liability claims
      on Viking general liability insurance policy and Viking will deliver to Sales
      Representative a certificate of insurance within 30 days of the execution of
      this Agreement.




**13.**  **Debarment
      Certification** .
      Sales
      Representative represents that (i) neither it nor any of its employees or agents
      has been debarred, excluded or suspended from, or otherwise determined to be
      ineligible to participate in, Medicare, Medicaid or any other federal or state
      health care programs, nor is Sales Representative or any of its employees or
      agents the subject of any inquiry or investigation regarding participation
      in
      such programs which could reasonably lead to suspension, debarment or exclusion
      from, or ineligibility to participate in, such programs, (ii) neither it nor
      any
      of its employees or agents has ever been convicted of a criminal offense related
      to the provision of health care items or services, and (iii) it shall not
      knowingly employ or contract with, with or without compensation, any individual
      or entity listed by a federal agency as debarred. Sales Representative hereby
      agrees to promptly notify Viking of any threatened, proposed, or actual
      exclusion from Medicare, Medicaid or any federal or state health care programs.
      Sales Representative shall make reasonable inquiry into the status of any
      employee or agent by reviewing, at a minimum, the Health and Human
      Services-Office of Inspector General Cumulative Sanctions Report (located at www.dhhs.gov/progorg/oig )
      and the
      General Services Administration List of Parties Excluded from Federal
      Procurement and Non-Procurement Programs (located at www.arnet.gov/epls ),
      which
      internet sites may be revised from time to time by the U.S. government. In
      the
      event that Sales Representative or any of its employees or agents is debarred,
      excluded or suspended from, or otherwise determined to be ineligible to
      participate in, Medicare, Medicaid or any federal or state health care programs
      during the term of this Agreement, or if at any time after the effective date
      of
      this Agreement it is determined that Sales Representative is in breach of this
      Section 12, this Agreement shall, at the option of Viking as of the effective
      date of such exclusion or breach, terminate.




10





**14.**  **HIPAA** .
      Without
      limiting the obligations of Viking or Sales Representative as otherwise set
      forth in this Agreement or imposed by applicable law, Viking and Sales
      Representative agree to comply with all applicable requirements of the Health
      Insurance Portability and Accountability Act (“HIPAA”). Without limiting the
      generality of the foregoing, Viking and Sales Representative represent and
      warrant that they will appropriately safeguard protected health information
      (“PHI”) of customers that is made available to or obtained by either party
      pursuant to this Agreement or otherwise in the course of performing services
      hereunder, and that it shall indemnify and hold each other harmless from any
      and
      all claims, liabilities, damages, suits, causes of action, judgments, penalties,
      fines, costs and expenses arising from or related to Viking’s or Sales
      Representative’s breach of the foregoing unless such breach is due to an act or
      omission of Viking or Sales Representative, their officers, directors,
      employees. Viking and Sales Representative agree that this Agreement shall
      be
      amended from time to time if, and to the extent required by, the provisions
      of
      HIPAA and regulations promulgated hereunder, in order to assure that this
      Agreement is compliant therewith. Specifically, Viking and Sales Representative
      agree that they shall:





(a)  not
      use
      or further disclose PHI other than as permitted or required by this Agreement
      or
      as required by law;





(b)  implement
      administrative, physical and technical safeguards that reasonably and
      appropriately protect the confidentiality, integrity and availability of the
      electronic PHI that it creates, receives, maintains or transmits on behalf
      of
      the Customer and that are intended to prevent the use or disclosure of PHI
      other
      than as provided for by this Agreement;





(c)  report
      to
      each party (Viking and Sales Representative) and Customer any use or disclosure
      of PHI not provided for by this Agreement, as well as any security incident,
      of
      which either party becomes aware;





(d)  ensure
      that any approved subcontractor who may have access to PHI agrees to the same
      restrictions and conditions that apply to both parties with respect to
      PHI;





(e)  make
      PHI
      available to the customer in accordance with applicable law;





(f)  make
      Viking and Sales Representative internal practices, books, and records relating
      to the use and disclosure of PHI received from either party or Customer
      available to the Secretary of the United States Health & Human Services for
      purposes of determining the customer's compliance with applicable law (in all
      events, Viking and Sales Representative shall immediately notify each other
      upon
      receipt of any such request, and shall provide each other with copies of any
      such materials);




11





(g)  make
      available the information required to provide an accounting of disclosures
      of
      PHI pursuant to applicable law;





(h)  at
      termination of this Agreement, return or destroy all PHI that Sales
      Representative still maintains in any form and retain no copies of PHI;
      and





(i)  use
      reasonable commercial efforts to mitigate any harmful effect that is known
      to
      Viking and Sales Representative of a use or disclosure of PHI by either party
      in
      violation of the requirements of this Agreement.





**15.**  **NON-SOLICITATION**





a)  Unless
      agreed in writing by an officer of Sales Representative, during the term of
      this
      Agreement and for one year after the expiration or termination of this agreement
      Viking agrees not
      to hire or employ, any Sales Representative employee, or agent that represented
      Sales Representative during the term of this agreement, unless mutually agreed
      in writing
      and signed by both parties.





b)  Unless
      agreed in writing by an officer of Viking, during the term of this Agreement
      and
      for one year after the expiration or termination of this agreement Sales
      Representative agrees not
      to hire or employ, any Viking employee, or agent that represented Viking during the term of this agreement, unless mutually agreed in writing
      and signed by both parties.





c)  Unless
      agreed in writing by an officer of Viking, during the term of this Agreement
      and
      for a period of six months after the expiration or termination of this agreement Sales
      Representative agrees not
      to enter into a formal business relationship, in any form, with a business
      establishment that supplied Products to Viking during the term of this
      agreement, unless mutually agreed in writing
      and signed by both parties.





**16.**  **DISPUTE
      RESOLUTION**





a)  Conciliation:
      Except as provided in Section 9, all disputes arising between the parties
      concerning the validity, construction or effect of this Agreement, or the rights
      and obligations created hereunder, shall be brought before conciliation
      committee of executives representing both which shall, within two (2) weeks
      after being informed of the dispute, attempt to work out a recommendation for
      settlement of the dispute and transmit such recommendation to both parties
      for
      due consideration.





b)  Arbitration:
      Any dispute which cannot be settled amicably by conciliation as provided above
      shall be resolved by arbitration in accordance with the rules of the American
      Arbitration Association. Judgment upon the award rendered may be entered in
      any
      court with jurisdiction. Any arbitration proceeding shall take place in San
      Diego, California.




12





**17.**  **GENERAL PROVISIONS**





a)  **Entire
      Agreement** :
      This
      Agreement, including Exhibits A.B.C, D, E attached hereto, represents the entire
      agreement between the parties on the subject matter hereof and supersedes all
      prior discussions, agreements and understandings of every kind and nature
      between them. No modification of this Agreement will be effective unless in
      writing and signed by both parties.





b)  **Notices:** All
      notices under this Agreement shall be in writing and given by registered mail
      or
      electronic facsimile (acknowledged by answer back) addressed to the parties
      at
      the addresses immediately below their respective signatures hereto, or to such
      other address of which either party may advise the other in writing. Notices
      will be deemed given when sent.





c)  **Force
      Majeure** :
      Neither
      party shall be in default hereunder by reason of any failure or delay in the
      performance of any obligation under this Agreement where such failure or delay
      arises out of any cause beyond the reasonable control and without the fault
      or
      negligence of such party. Such causes shall include, without limitation, storms,
      floods, other acts of nature, fires, explosions, riots, war or civil
      disturbance, strikes or other labor unrest, embargoes and other governmental
      actions or regulations which would prohibit either party from ordering or
      furnishing Products or from performing any other aspects of the obligations
      hereunder, delays in transportation, and liability to obtain necessary labor,
      supplies or manufacturing facilities.





d)  **Severability:** The
      illegality or un-enforceability of any provision of this Agreement shall not
      affect the validity and enforceability of any legal and enforceable provisions
      hereof.





e)  **Non-assignment** :
      This
      Agreement shall be binding upon the successors and assigns of the business
      interests of Sales Representative, and may be assigned by Sales Representative
      at its sole option. Viking shall not sell, assign, delegate or otherwise
      transfer any of its rights or obligations hereunder without the prior written
      consent of Sales Representative.




f)  **Applicable
      Law** :
      This
      Agreement shall be construed, enforced and performed in accordance with the
      laws
      of the state of California, County of San Diego, USA without regard to any
      conflict of laws provision thereof.





g)  **Waiver:** Viking
      agrees that the failure of Sales Representative at any time to require
      performance by Viking of any of the provisions herein shall not operate as
      a
      waiver of the right of Sales Representative to request strict performance of
      the
      same or like provisions, or any other provisions hereof, at a later
      time.





h) **Agreement
      Confidentiality** :
      The
      terms of this Agreement will be kept confidential between Viking and Sales
      Representative. Sales Representative will not disclose terms of this Agreement
      to others, except as required by applicable law or for accounting purposes,
      or
      as permitted by the Viking in writing by an authorized corporate officer.





13





This
      Agreement may be executed and delivered in duplicate counterparts and will
      be
      binding as if one instrument.




IN
      WITNESS WHEREOF, Sales Representative and Viking have caused this instrument
      to
      be executed by their signatures below.








**Sales
                  Representative:**
              
              **Viking
                  Systems:**By:
                  /s/ Chuck Oddo
              
              By:
                  /s/ Donald E. TuckerTitle:
                  President
              
              Title:
                  President and CEODate:
                  11/21/06
              
              Date:
                  11/21/06








14