**EXHIBIT
      10.18**





**FIRST
      AMENDMENT TO LEASE**





This
      First Amendment to the certain Lease dated September 23, 2004 (“Original Lease”)
      and described below, is made and entered into upon the 5th day of February,
      2007, by and between the parties and upon the terms and conditions hereinafter
      set forth. This Amendment shall serve to amend only the paragraphs listed below;
      all other terms and conditions of the Lease are hereby confirmed to be in full
      force and effect. This First Amendment to Lease must be executed by November
      30,
      2006 or it will expire and will be of no further effect.





**SECTION
      1.2 BASIC DATA.**


**Landlord:**
              Robert
                  F. Tambone as Trustee of MAT Realty Trust
                u/d/t
                  dated June 4, 1986 and recorded with the
                Worcester
                  County Registry of Deeds**Landlord's
                  Original Address**:
              c/o
                  Atlantic Tambone6
                  Kimball Lane, Suite 300Lynnfield,
                  MA 01940**Tenant**:
              Viking
                  Systems, Inc.**Tenant's
                  Original Address**:
              134
                  Flanders RoadWestborough,
                  MA**Guarantor**:
              NA





**Basic
      Rent:** For the
      first, second and third year of the Term, the sum of One-Hundred Sixty Thousand
      Three Hundred Eighty ($160,380.00) Dollars per annum or $9.00 per square foot
      of
      Premises Rentable Area; as the same may be adjusted and/or abated pursuant
      to
      Section 12.1. If the Term of this Lease includes any partial calendar month
      after the Commencement Date and before the beginning of Lease Year 1, Basic
      Rent
      shall be payable during such partial calendar month at the rate applicable
      during Lease Year 1.





**Monthly
      Rent Payment** :
      For
      Lease Year 1, 2 and 3, $13,365.00 per month





**Premises
      Rentable Area:** Approximately 17,850 square feet located on the 1st floor of the
      Building.





**Permitted
      Uses:** General
      office, exclusive however of an office use that would cause or result in the
      Premises being deemed "a place of public accommodation" as defined in the
      Americans with Disabilities Act of 1990, as amended (the "Disabilities
      Act").





**Tenant’s
      Proportionate Share** :
      31.3%,
      as computed in accordance with the Percentage Share Computation.





**Initial
      Term:** Three
      (3)
      years commencing on the Commencement Date and expiring at the close of the
      day
      immediately preceding the anniversary of the Commencement Date, except that
      if
      the Commencement Date shall be other than the first day of a calendar month,
      the
      expiration of the Initial Term shall be at the close of the day on the last
      day
      of the calendar month on which such anniversary date shall
      fall.


-1-


**Security
      Deposit:** $26,730.00
      - Two Months Rent





**Parking:** Non-exclusive
      use of 60 spaces in the Building parking lot, to be used in common with other
      tenants, guests, employees, invitees and others entitled to the use
      thereof.




**ARTICLE
      XV**


OPTIONS
      TO EXTEND





**15.1**  **TENANT'S
      OPTIONS** .
      (a)
      Provided that, at the time of such exercise, this Lease is still in full force
      and effect without an Event of Default by Tenant and Tenant occupies at least
      seventy-five percent (75%) of the Rentable Area of the Premises for its own
      business purposes, Tenant shall have the right and options (the "Extension
      Options") to extend the Term of this Lease for One (1) extended term of Three
      (3) years (an "Extended Term"). The Extended Term shall commence on the day
      immediately succeeding the expiration date of the Initial Term, and shall end
      on
      the day immediately preceding the third anniversary of the first day of such
      Extended Term. Tenant shall exercise its Extension Option for the Extended
      Term
      by giving written notice to Landlord of its desire to do so not later than
      six
      (6) months prior to the expiration date of the Initial Term. The giving of
      such
      notice by Tenant shall automatically extend the Term of this Lease for the
      Extended Term, and no instrument of renewal need be executed. In the event
      that
      Tenant fails to give such notice to Landlord this Lease shall automatically
      terminate at the end of the Initial Term, and Tenant shall have no further
      option to extend the Term of this Lease. The Extended Term shall be on all
      the
      terms and conditions of this Lease, except (i) during any Extended Term, the
      extension provisions of this Section to the extent already exercised shall
      not
      be effective, (ii) that the Basic Rent in effect for the Extended Term shall
      be
      at the greater of (a) the then current Basic Rent during the last lease Year
      of
      the Initial Term and (b) the anticipated fair market rental rate for comparable
      buildings in the Westborough area for the Premises Rentable Area during the
      Extended Term (the "Prevailing Fair Market Base Rental Rate") determined as
      follows. Within twenty (20) days of Tenant's exercise of its Extension Option,
      Landlord agrees to provide Tenant with Landlord's determination ("Landlord's
      Determination") of the Fair Market Base Rental Rate. Any determination of the
      Fair Market Base Rental Rate, whether by Landlord or Tenant, shall include
      a
      statement of the elements of rent included in such determination (whether tenant
      improvement allowances, free rent, common area cost allowances, or otherwise)
      sufficient to permit a calculation of the effective rent for the
      Premises.





(b)  If
      Tenant
      does not agree with Landlord's Determination, provide Landlord with notice
      of
      its determination of the Fair Market Base Rental Rate ("Tenant's Determination")
      within twenty (20) days of Tenant's receipt of Landlord's Determination; if
      Tenant fails to provide Landlord on a timely basis with Tenant's notice to
      terminate as aforesaid or Tenant's Determination as set forth herein, Tenant
      will be deemed to have agreed to Landlord's Determination which then shall
      constitute the basis for determining the Base Rent for the Extended Term. Except
      as set forth in subparagraph (c) below, if Landlord's Determination and Tenant's
      Determination are different and Landlord and Tenant are unable to agree upon
      the
      Fair Market Base Rental Rate within thirty (30) days of Landlord's receipt
      of
      Tenant's Determination, the parties shall within fifteen (15) days after the
      end
      of such 30-day period, together appoint a mutually acceptable arbitrator or,
      if
      they are unable to agree upon such an arbitrator, shall apply to the American
      Arbitration Association for the designation of an arbitrator located in the
      Boston, Massachusetts metropolitan area to render a final determination of
      the
      Fair Market Base Rental Rate (the "Arbitrator"). Unless otherwise agreed by
      the
      parties, the Arbitrator shall be a real estate appraiser or consultant who
      shall
      be a M.A.I. member and who shall have at least fifteen (15) years continuous
      experience in the business of appraising commercial office buildings in the
      greater Boston area. The Arbitrator shall conduct such hearings and
      investigations as the Arbitrator shall deem appropriate and shall, within sixty
      (60) days after having been appointed, choose either the Landlord's
      Determination or Tenant's Determination, and that choice by the Arbitrator
      shall
      be final and binding upon Landlord and Tenant. The party whose Determination
      is
      not chosen shall pay all the fees and expenses of the Arbitrator. The Arbitrator
      shall not have the power to add to, modify or change any of the provisions
      of
      this Lease.


-2-


(c)  In
      the
      event that the determination of the Fair Market Base Rental Rate set forth
      in
      the Landlord's Determination and Tenant's Determination shall differ by less
      than ten percent (10%) per rentable square foot per annum for each year during
      the Extended Term, then the Fair Market Base Rental Rate shall not be determined
      by arbitration, but, at Landlord’s election, shall instead be set by taking the
      average of the parties' Determinations.





(d)  If
      for
      any reason the Fair Market Base Rental Rate shall not have been determined
      prior
      to the commencement of the Extended Term, then, until the Fair Market Base
      Rental Rate shall have been finally determined, the Basic Rent shall remain
      the
      same as payable during the last year of the term immediately preceding such
      Extended Term. Upon final determination of the Fair Market Base Rental Rate,
      an
      appropriate adjustment to the Basic Rent shall be made reflecting such final
      determination and Landlord or Tenant, as the case may be, shall promptly refund
      or pay to the other any overpayment or deficiency, as the case may be, in the
      payment of Basic Rent from the commencement date of the Extended Term to the
      date of such final determination.





(e)  Time
      is
      of the essence of this Section 15. 1.





**ARTICLE
      XVI**


TENANT
      IMPROVEMENTS





Landlord
      shall repaint the space and recarpet where there is existing carpet. Tenant
      shall be responsible for removing any furniture/cubicles in order for Landlord
      to install the carpet.


In
      addition, Landlord shall remove the conference room and adjacent office located
      in the office portion of the space. (See Attached Exhibit A)





**AMENDMENT:**


Replace
      Section 1.2 Basic Data in Original Lease with the following:




**SECTION
      1.2 BASIC DATA.**


**Landlord:**
              Baltic
                  Westborough, LLC as successor to
                Robert
                  F. Tambone as Trustee of MAT Realty Trust**Landlord's
                  Address**:
              c/o
                  The Baltic Group, LLC2180
                  Mendon Road, Suite 11Cumberland,
                  RI 02864**Tenant**:
              Viking
                  Systems, Inc.**Tenant's
                  Address**:
              134
                  Flanders RoadWestborough,
                  MA**Guarantor**:
              NA





**Basic
      Rent:** For the
      first, second and third year of the Extended Term, the sum of Two Hundred and
      Forty-Five Thousand Eight Hundred and Thirty-Five Dollars and 00/100
      ($245,835.00) per annum or $13.50 per square foot of Premises Rentable Area;
      as
      the same may be adjusted and/or abated pursuant to Section 12.1. If the Term
      of
      this Lease includes any partial calendar month after the Commencement Date
      and
      before the beginning of Lease Year 1, Basic Rent shall be payable during such
      partial calendar month at the rate applicable during Lease Year
      1.


-3-





**Monthly
      Rent Payment** :
      For
      Lease Year 1, 2 and 3, $20,486.25 per month





**Premises
      Rentable Area:** Approximately 18,210 of rentable square feet located on the 1st floor of the
      Building.





**Permitted
      Uses:** General
      office, exclusive however of an office use that would cause or result in the
      Premises being deemed "a place of public accommodation" as defined in the
      Americans with Disabilities Act of 1990, as amended (the "Disabilities
      Act").





**Tenant’s
      Proportionate Share** :
      31.95%,
      as computed in accordance with the Percentage Share Computation.





**Extended
      Term:** Three
      (3)
      years commencing on October 1, 2007 and expiring at the close of the day on
      September 30, 2010.





**Security
      Deposit:** $26,730.00
      - Two Months Rent





**Parking:** Non-exclusive
      use of 60 spaces in the Building parking lot, to be used in common with other
      tenants, guests, employees, invitees and others entitled to the use
      thereof.




**ARTICLE
      XV**


OPTIONS
      TO EXTEND





**15.1**  **TENANT'S
      OPTIONS** .
      (a)
      Provided that, at the time of such exercise, this Lease is still in full force
      and effect without an Event of Default by Tenant and Tenant occupies at least
      seventy-five percent (75%) of the Rentable Area of the Premises for its own
      business purposes, Tenant shall have the right and option (the "Second Extension
      Option") to extend the Term of this Lease for One (1) extended term of Three
      (3)
      years ("Second Extended Term"). The Second Extended Term shall commence on
      the
      day immediately succeeding the expiration date of the Extended Term, and shall
      end on the day immediately preceding the third anniversary of the first day
      of
      such Extended Term. Tenant shall exercise its Second Extension Option for the
      Second Extended Term by giving written notice to Landlord of its desire to
      do so
      not later than six (6) months prior to the expiration date of the Initial Term.
      The giving of such notice by Tenant shall automatically extend the Term of
      this
      Lease and an instrument of renewal will be executed. In the event that Tenant
      fails to give such notice to Landlord this Lease shall automatically terminate
      at the end of the Extended Term, and Tenant shall have no further option to
      extend the Term of this Lease. The Extended Term shall be on all the terms
      and
      conditions of this Lease, except (i) during any Second Extended Term, the
      extension provisions of this Section to the extent already exercised shall
      not
      be effective, (ii) that the Basic Rent in effect for the Extended Term shall
      be
      at the greater of (a) the then current Basic Rent during the last lease Year
      of
      the Initial Term and (b) the anticipated fair market rental rate for comparable
      buildings in the Westborough area for the Premises Rentable Area during the
      Extended Term (the "Prevailing Fair Market Base Rental Rate") determined as
      follows. Within twenty (20) days of Tenant's exercise of its Extension Option,
      Landlord agrees to provide Tenant with Landlord's determination ("Landlord's
      Determination") of the Fair Market Base Rental Rate. Any determination of the
      Fair Market Base Rental Rate, whether by Landlord or Tenant, shall include
      a
      statement of the elements of rent included in such determination (whether tenant
      improvement allowances, free rent, common area cost allowances, or otherwise)
      sufficient to permit a calculation of the effective rent for the
      Premises.


-4-


(b)  If
      Tenant
      does not agree with Landlord's Determination, provide Landlord with notice
      of
      its determination of the Fair Market Base Rental Rate ("Tenant's Determination")
      within twenty (20) days of Tenant's receipt of Landlord's Determination; if
      Tenant fails to provide Landlord on a timely basis with Tenant's notice to
      terminate as aforesaid or Tenant's Determination as set forth herein, Tenant
      will be deemed to have agreed to Landlord's Determination which then shall
      constitute the basis for determining the Base Rent for the Extended Term. Except
      as set forth in subparagraph (c) below, if Landlord's Determination and Tenant's
      Determination are different and Landlord and Tenant are unable to agree upon
      the
      Fair Market Base Rental Rate within thirty (30) days of Landlord's receipt
      of
      Tenant's Determination, the parties shall within fifteen (15) days after the
      end
      of such 30-day period, together appoint a mutually acceptable arbitrator or,
      if
      they are unable to agree upon such an arbitrator, shall apply to the American
      Arbitration Association for the designation of an arbitrator located in the
      Boston, Massachusetts metropolitan area to render a final determination of
      the
      Fair Market Base Rental Rate (the "Arbitrator"). Unless otherwise agreed by
      the
      parties, the Arbitrator shall be a real estate appraiser or consultant who
      shall
      be a M.A.I. member and who shall have at least fifteen (15) years continuous
      experience in the business of appraising commercial office buildings in the
      greater Boston area. The Arbitrator shall conduct such hearings and
      investigations as the Arbitrator shall deem appropriate and shall, within sixty
      (60) days after having been appointed, choose either the Landlord's
      Determination or Tenant's Determination, and that choice by the Arbitrator
      shall
      be final and binding upon Landlord and Tenant. The party whose Determination
      is
      not chosen shall pay all the fees and expenses of the Arbitrator. The Arbitrator
      shall not have the power to add to, modify or change any of the provisions
      of
      this Lease.





(c)  In
      the
      event that the determination of the Fair Market Base Rental Rate set forth
      in
      the Landlord's Determination and Tenant's Determination shall differ by less
      than ten percent (10%) per rentable square foot per annum for each year during
      the Extended Term, then the Fair Market Base Rental Rate shall not be determined
      by arbitration, but, at Landlord’s election, shall instead be set by taking the
      average of the parties' Determinations.





(d)  If
      for
      any reason the Fair Market Base Rental Rate shall not have been determined
      prior
      to the commencement of the Second Extended Term, then, until the Fair Market
      Base Rental Rate shall have been finally determined, the Basic Rent shall remain
      the same as payable during the last year of the term immediately preceding
      such
      Second Extended Term. Upon final determination of the Fair Market Base Rental
      Rate, an appropriate adjustment to the Basic Rent shall be made reflecting
      such
      final determination and Landlord or Tenant, as the case may be, shall promptly
      refund or pay to the other any overpayment or deficiency, as the case may be,
      in
      the payment of Basic Rent from the commencement date of the Second Extended
      Term
      to the date of such final determination.





(e)  Time
      is
      of the essence of this Section 15. 1.





**ARTICLE
      XVI**


TENANT
      IMPROVEMENTS




Landlord
      shall repaint the Tenant’s stock room and clean room in a mutually agreeable
      color. In addition, Landlord shall have the stock room floors stripped, cleaned
      and polished. Landlord will have all tile floors stripped, cleaned, and
      polished. It shall be the Tenant’s responsibility to move all equipment, files,
      etc. from the impacted areas so as to not impact the work to be
      completed.





**It
      is further agreed and acknowledged that notwithstanding language contained
      in
      the Original Lease, that this lease shall now be treated as a gross lease with
      Tenant being responsible for the payment of its separately metered utilities
      and
      its proportionate share of any increases in base operating expenses and real
      estate taxes as outlined in Exhibit A attached hereto.**


-5-


**It
      is hereby understood that the above listed paragraphs are the only paragraphs
      amended from the Original Lease. All other provisions of the original Lease
      unless**  **amended
      hereby or by previous Amendments, are hereby confirmed to remain in full force
      and effect.**








**IN
      WITNESS WHEREOF,** the
      parties have executed this First Amendment to the Office Building Lease on
      the
      date first set forth above.





WITNESS: 
      /s/ Holly Bradley     Baltic
      Westborough, LLC








By:
      /s/ Irene
      A.
      Schmitt


Irene
      A.
      Schmitt, Managing Partner


The
      Baltic Group, LLC


Managing
      Partner








WITNESS: 
      /s/ John Kennedy     Viking
      Systems, Inc.








By:
      /s/ Joseph
      Warrino


Joseph
      Warrino


VP
      and
      General Manager


-6-


**EXHIBIT
      “A”**





**134
      Flanders Road, Westborough, MA**




Base
      Operating Costs


for
      Leases written in 2006





Operating
      Costs Per Square Foot


**A:**
              **OPERATING
                  EXPENSES**
              PER
                  SQUARE FOOTINSURANCE:
              *
              $ELECTRICITY
                  (Common Area):
              *
              $WATER
                  & SEWER:
              *
              $CONTRACT
                  CLEANING: (incl. windows)
              *
              $SERVICE
                  SUPPLIES:
              *
              $GROUNDS
                  CARE:
              *
              $SNOW
                  REMOVAL:
              *
              $TRASH
                  REMOVAL:
              *
              $ELEVATOR
                  MAINTENANCE:
              *
              $***TOTAL
                  OPERATING EXPENSES****
              **$**
              Base
                  Operating Costs




******* *Operating Expenses for the Calendar Year 2006 will be inserted when
      available.*








**B:**  **REAL
      ESTATE TAX**


**  **$**   Base
      Real
      Estate Taxes




***
      Real Estate Taxes for the Fiscal Year 2006 will be inserted when
      available*