**TECHNOLOGY
      TRANSFER AND SETTLEMENT AGREEMENT**




**THIS
      TECHNOLOGY TRANSFER AND SETTLEMENT AGREEMENT** (the ***“Agreement”*** )
      is made
      and entered into as of November 15, 2006 (the ***“Effective
      Date”*** ),
      by and
      between **VIKING
      SYSTEMS, INC.** ,
      a
      Delaware corporation with offices at 4350
      La
      Jolla Village Drive, Suite 900, San Diego, CA 92122 ( ***“VIKING”*** ),
      and
      IVOW Inc., a Delaware corporation with offices at 11455 El Camino Real, Suite
      140, San Diego, CA 92130 ( *“* ***IVOW”*** ).




**RECITALS**




**WHEREAS** **,** IVOW
      (formerly known as Vista Medical Technologies, Inc.) and VIKING ***License
      Agreement”*** ),
      whereby IVOW licensed to VIKING certain patents and other technology owned
      by or
      lice previously executed a Patent and Technology License Agreement, dated April
      15, 2004 (the ***“Vista*** nsed
      to
      IVOW (the ***“Licensed
      IP”*** );




**WHEREAS** **,** VIKING
      desires to obtain ownership of all right, title and interest in and to certain
      IVOW Technology (as defined below) including the Licensed IP, and, for the
      consideration set forth herein, IVOW is willing to assign ownership of such
      IVOW
      Technology to VIKING;




**WHEREAS** **,** in
      conjunction with such assignment of rights by IVOW, the parties desire to
      terminate the Vista License Agreement and release each other from obligations
      under the Vista License Agreement as set forth herein.




**NOW,
      THEREFORE** **,**  in
      consideration of the promises and mutual covenants and agreements herein
      contained, and for other good and valuable consideration (the receipt and
      sufficiency of which are hereby acknowledged by the parties), the parties hereto
      covenant and agree as follows :




**AGREEMENT**




**SECTION
      1.**  **DEFINITIONS** **.**




**1.1**  ***“IVOW
      Patent Rights”*** shall
      mean (i) the U.S. patents set forth on Exhibit
      A (including without limitation any extensions, reexaminations, or reissues
      thereof) (the ***“Patents”*** );
      (ii)
      any continuation, divisional or continuation-in-part of any of the Patents;
      and
      (iii) any foreign counterparts of any of the Patents described in (i) or (ii)
      (including without limitation any inventor’s certificates).




**1.2**  ***“IVOW
      Technology”*** shall
      collectively mean the Licensed IP, IVOW Patent Rights, the Patents, software
      code, design documents, and any other proprietary materials provided by IVOW
      to
      VIKING hereunder related thereto, as further described in Exhibit
      A .




**1.3**  ***Third
      Party*** shall
      mean any entity or individual other than IVOW or VIKING or an Affiliate of
      either IVOW or VIKING.


-1-


**SECTION
      2.**  **INTELLECTUAL
      PROPERTY TRANSFER.**




**2.1**  **Assignment
      of IVOW Technology to VIKING.** IVOW
      hereby irrevocably assigns, transfers, and conveys to VIKING all right, title
      and interest in and to the IVOW Technology, including, without limitation,
      the
      following, to the extent any such rights, properties or information exist now
      or
      may hereafter come into existence: (i) all confidential, proprietary or trade
      secret rights, patent and patent rights (in whatever name or names issued);
      (ii)
      all rights in and to any patent applications and patentable teachings; (iii)
      all
      rights to all copyrighted and copyrightable material; (iv) all technical data,
      know-how, shop practices, plans, drawings, blueprints, specifications and
      methods of manufacture; and (iv) all improvements, modifications, adaptations,
      revisions, enhancements, additions or changes to any of foregoing. Without
      limiting the generality of the foregoing, to the extent, as expressly indicated
      in Exhibit
      A ,
      any
      IVOW Patent Rights are licensed to IVOW from a Third Party, all of IVOW’s rights
      therein are included in the foregoing assignment. IVOW further agrees to
      promptly execute, upon each request by VIKING, assignments and other documents,
      and to take other acts as reasonably requested by VIKING, in order to apply
      for
      and obtain, in VIKING’s name and for its benefit, any and all patents, trade
      secrets, or other intellectual property rights throughout the world related
      to
      the IVOW Technology and to transfer, effect, confirm, perfect, record, preserve,
      protect and enforce all rights, titles and interests assigned hereunder. VIKING
      agrees to reimburse IVOW for reasonable external expenses incurred by IVOW
      in
      performing such further actions as requested by VIKING.




**2.2**  **Facilitation
      of Transfer of IVOW Technology.** Concurrently with or prior to VIKING making the Second Payment (as defined
      in Exhibit
      B ),
      IVOW,
      shall cause to be delivered to VIKING any and all tangible manifestations of
      the
      IVOW Technology, including, without limitation, all notes, records, files and
      tangible items of any sort in IVOW’s possession or under IVOW’s control relating
      to the IVOW Technology. Such delivery shall include all present and predecessor
      versions. In addition, upon VIKING’s reasonable request, IVOW agrees to provide
      to VIKING, from and after the execution of this Agreement, a reasonable amount,
      to the extent practical, of competent and knowledgeable assistance to facilitate
      the transfer of all information, know-how, techniques, processes and the like
      related to such tangible manifestation and otherwise comprising the intangible
      aspects of the IVOW Technology.




**SECTION
      3.**  **REPRESENTATIONS
      AND WARRANTIES.**




**3.1**  **General
      Representations by the Parties** .
      Each
      party hereby represents to the other party that it is duly organized and validly
      existing under the laws of its state of incorporation; that it has full
      corporate power and authority to enter into this Agreement and to carry out
      the
      provisions hereof; that it is duly authorized to execute and deliver this
      Agreement and to perform its obligations hereunder; and that this Agreement
      is
      legally binding upon it and enforceable in accordance with its
      terms.




**3.2**  **Additional
      IVOW Warranties regarding the IVOW Technology.**




**(a)**  IVOW
      hereby represents, warrants, and covenants as follows:


-2-


**(i)**  (a)
      it
      possesses all right, title and interest in and to the IVOW Patent Rights,
      (b) there are no outstanding liens, encumbrances, agreements or
      understandings of any kind, either written, oral or implied which are
      inconsistent with any provision of this Agreement, and (c) the execution,
      delivery and performance of this Agreement does not conflict with, constitute
      a
      breach of, or in any way violate any arrangement, understanding or agreement
      to
      which IVOW is a party or by which IVOW is bound.




**(ii)**  To
      IVOW’s
      knowledge, the practice or use of the IVOW Technology does not infringe the
      intellectual property rights of any Third Party, and no Third Party has brought
      or threatened any claim or other legal action against IVOW regarding the IVOW
      Technology.




**(iii)**  To
      IVOW’s
      knowledge, no Third Party is infringing the IVOW Technology.




**(iv)**  To
      IVOW’s
      knowledge, as of the Effective Date, no patent application included within
      the
      IVOW Patent Rights is the subject of any pending interference, opposition,
      cancellation or other protest proceeding.




**(v)**  No
      Third
      Party has any license to or other right or interest in or to the IVOW
      Technology, except for the Third Parties expressly identified in Exhibit
      A as
      licensors of Patents to IVOW.




**(vi)**  In
      addition to the other representations, warranties, and covenants set forth
      in
      this Agreement, to the extent any IVOW Patent Rights are in the form of a
      license from a Third Party: (a) all such licensed IVOW Patent Rights are
      expressly identified in Exhibit
      A ;
      (b)
      IVOW is, and has continually been, in full compliance with the terms of the
      applicable license agreement with such Third Party, including, without
      limitation, being current on all payments and filing obligations related to
      such
      licensed Patents; (c) all such licenses are fully paid-up, and VIKING will
      not
      owe any fees to such Third Party other than royalty amounts that are expressly
      identified in applicable license agreement(s) that are assigned by IVOW to
      VIKING hereunder; and, (d) each such applicable license agreement is fully
      assignable by IVOW to VIKING such that all of IVOW’s rights under such license
      agreement can be transferred to VIKING as set forth in this Agreement.




**SECTION
      4.**  **PAYMENTS**




VIKING
      shall pay IVOW the amounts set forth in Exhibit
      B in
      accordance with the payment terms set forth therein (the ** ***“Payments”*** ).
      The
      Payments shall constitute IVOW’s full and complete compensation under this
      Agreement, and shall supersede, cancel, and replace any and all payment
      obligations that VIKING may have to IVOW (including, without limitation, any
      royalty payments) under the Vista License Agreement or any other agreement
      between the parties as of the Effective Date. To the extent any taxes, or other
      governmental fees or charges *(* ***“Taxes”*** )
      are
      applicable incurred by IVOW as a result of the Payments, IVOW shall be
      responsible for paying any and all such Taxes. In the event that IVOW reasonably
      determines that a particular mode of conveyance or delivery of any portion
      of
      the IVOW Technology will reduce the imposition of any sales Taxes that might
      otherwise be incurred, VIKING agrees to cooperate with IVOW by accepting such
      mode of conveyance or delivery of the IVOW Technology.


-3-




**SECTION
      5.**  **INDEMNIFICATION** **.**




IVOW
      shall indemnify and hold harmless VIKING and each of its officers, directors,
      employees, Affiliates and agents (the ***“Indemnified
      Parties*** ”)
      for,
      from and against any and all damages, losses, expenses, costs and liabilities
      (including, without limitation, interest, penalties and reasonable attorneys’
fees) (collectively, ***“Indemnified
      Liabilities”*** ),
      and
      pay each Indemnified Party on demand the full amount of any and all Indemnified
      Liabilities based upon, arising out of or resulting from the failure of any
      representation, covenant, or warranty of IVOW in this Agreement or any
      agreement, certificate or other document delivered by IVOW in connection with
      this Agreement to be true, correct and complete. The provisions of this Section
      5 shall survive any termination or expiration of this Agreement, but shall
      not
      apply to the extent that any such breach or failure results from a breach of
      VIKING of any provisions of the Vista License Agreement on or prior to the
      date
      hereof.




**SECTION
      6.**  **CONFIDENTIAL
      INFORMATION.**




**6.1**  **Confidentiality
      Obligation.** **** Each
      party hereto shall maintain in confidence all confidential information disclosed
      to it by the other party pursuant to this Agreement ( ***“Confidential
      Information”*** ).
      Neither party will use, disclose or grant the use of such Confidential
      Information except as expressly authorized by this Agreement or as necessary
      to
      perform under this Agreement. Each party will obtain prior agreement from its
      employees, agents, consultants or investigators to whom disclosure must be
      made
      to carry out such party’s obligations hereunder to hold in confidence and not
      make use of such information for any purpose other than those permitted by
      this
      Agreement. Each party will use at least the same standard of care as it uses
      to
      protect its own proprietary and trade secret information to ensure that such
      employees, agents, consultants and investigators do not disclose or make any
      unauthorized use of such Confidential Information. Each party will promptly
      notify the other upon discovery of any unauthorized use or disclosure of the
      Confidential Information.




**6.2**  **Exceptions.** **** The
      obligations of confidentiality contained in Section 6.1 will not apply to the
      extent that a party receiving Confidential Information (the ***“Receiving
      Party”*** )
      can
      demonstrate by competent proof that such Confidential Information:




**(a)**  was
      already known to the Receiving Party, other than under an obligation of
      confidentiality with respect thereto, at the time of receipt from the other
      party;




**(b)**  was
      generally available to the public or otherwise part of the public domain at
      the
      time of its receipt from the other party;




**(c)**  becomes
      generally available to the public or otherwise part of the public domain after
      its disclosure and other than through any act or omission of the Receiving
      Party
      in breach of this Agreement; or




**(d)**  was
      received by the Receiving Party, other than under an obligation of
      confidentiality, by a third party without breach of any obligations of
      confidentiality with respect thereto.


-4-


**6.3**  **Authorized
      Disclosure** . Each
      party may disclose the Confidential Information to the extent such disclosure
      is
      reasonably necessary in filing or prosecuting patent applications, prosecuting
      or defending litigation, or complying with applicable laws, governmental
      regulations or court orders (including without limitation regulations
      promulgated by the U.S. Securities and Exchange Commission); *provided,
      however,* that if
      such party is required to make any such disclosure of the Confidential
      information as permitted under this Section 6.3 it will to the extent
      practicable give reasonable advance notice to the other party of such disclosure
      requirement and, except to the extent inappropriate in the case of patent
      applications, will use reasonable efforts to secure confidential treatment
      of
      such information required to be disclosed to the extent available. Each party
      may disclose Confidential Information of the other party to potential Third
      Party licensees or sublicensees under the rights granted pursuant to this
      Agreement or to potential Third Party investors, provided that any such
      disclosure to a Third Party shall be made pursuant to written agreement between
      the disclosing party and such Third Party providing obligations of
      confidentiality and non-use with respect to such disclosed Confidential
      Information that are commensurate in scope with those provided in this Section
      6. Any disclosure permitted under this Section 6.3 shall not affect the status
      of any document disclosed as Confidential Information. This Section 6 shall
      survive any termination or expiration of this Agreement.




**SECTION
      7.**  **TERMINATION
      OF THE VISTA LICENSE AGREEMENT**




The
      Vista
      License Agreement is hereby terminated as of the Effective Date. Following
      the
      Effective Date, neither party shall have any continuing obligation, duty, or
      further performance under, or in connection with, the Vista License
      Agreement.




**SECTION
      8.**  **MUTUAL
      RELEASE**




**(a)**  Except
      as
      set forth herein, each party, on behalf of itself and its agents, directors,
      officers, employees, representatives, successors, assigns, parent corporations,
      subsidiary corporations, affiliates, consultants, attorneys, and insurers,
      hereby forever generally and completely releases and discharges the other party
      and its agents, directors, officers, employees, representatives, successors,
      assigns, parent corporations, subsidiary corporations, affiliates, consultants,
      attorneys, and insurers, and all others, of and from any and all claims and
      demands of every kind and nature, in law, equity or otherwise, known and
      unknown, suspected and unsuspected, disclosed and undisclosed, and in particular
      of and from all claims and demands of every kind and nature, known and unknown,
      suspected and unsuspected, disclosed and undisclosed, for damages actual and
      consequential, past, present and future, arising out of or in any way related
      to
      the parties’ respective obligations, activities and/or dealings with one another
      or any third party at any time prior to the Effective Date, including (without
      limitation) all such claims and demands arising out of the Vista License
      Agreement.




**(b)**  Except
      as
      set forth herein, each party hereby agrees and covenants not to sue or to take
      any action, whether by litigation, demand or otherwise, against the other party,
      or any supplier, distributor, reseller, or customer of the other party (or
      their
      successors or assigns), regarding any cause of action arising prior to the
      Effective Date, including (without limitation) any and all such causes of action
      arising out of the Vista License Agreement.


-5-


**(c)**  It
      is
      understood and agreed that except as set forth herein, this is a full, complete
      and final general release of any and all claims described as aforesaid, and
      each
      party agrees that it shall apply to all unknown, unanticipated, unsuspected
      and
      undisclosed claims, demands, liabilities, actions or causes of action, in law,
      equity or otherwise, as well as those which are now known, anticipated,
      suspected or disclosed. Each party further acknowledges to the other party
      that
      claims or facts in addition to or different from those which are now known
      or
      believed to exist may later be discovered with respect to any claim such party
      may have against the other party, but except as set forth herein, such party
      nevertheless intends this release to be effective as a full, general
      release.




**(d)**  Each
      party has been fully advised of the contents of section 1542 of the Civil Code
      of the State of California, and that section and the benefits thereof are hereby
      expressly waived by such party. Section 1542 reads as follows:




“Section
      1542. ( General
      Release - Claims Extinguished .)
      A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the release, which if
      known by him must have materially affected his settlement with the
      debtor.”




**(e)**  Notwithstanding
      anything expressed or implied in this Agreement, the mutual release set forth
      in
      this Section 8 shall not apply to any situation related to the Vista License
      Agreement that would result in a breach of Section 3 of this Agreement by a
      party.




**SECTION
      9.**  **MISCELLANEOUS.**




**9.1**  **Assignment.** This
      Agreement shall not be assignable by either party without the express written
      consent of the other party, except that either party may assign its interest
      hereunder without the other’s consent in connection with any merger,
      reorganization or sale of all or substantially all of such party’s assets (an ***“Acquisition”*** ).
      Any
      attempted assignment in violation of the foregoing shall be void. This Agreement
      shall be binding upon and inure to the benefit of the parties and their
      permitted assigns and successors in interest.




**9.2**  **Headings** **.** The
      headings used in this Agreement are for convenience of reference only and are
      not intended to be a part of or to affect the meaning or interpretation of
      this
      Agreement.




**9.3**  **Amendment** **.** No
      amendment or modification hereof shall be valid or binding upon the parties
      unless made in writing and signed by both parties.




**9.4**  **Force
      Majeure.** Any
      delays in performance by any party under this Agreement shall not be considered
      a breach of this Agreement if and to the extent caused by occurrences beyond
      the
      reasonable control of the party affected, including but not limited to, acts
      of
      God, embargoes, governmental restrictions, strikes, earthquakes or other
      concerted acts of workers, fire, flood, explosion, riots, wars, civil disorder,
      rebellion or sabotage. The party suffering such occurrence shall immediately
      notify the other party and any time for performance hereunder shall be extended
      by the actual time of delay caused by the occurrence, provided such party makes
      all reasonable efforts to overcome such circumstances.


-6-


**9.5**  **Addresses.** Notices
      provided for herein shall effectively be given by mailing the same by certified
      or registered mail, properly addressed. For the purposes of making payments
      and
      giving notices, the addresses of the parties hereto are as
      follows:




If
      to
      VIKING:    Viking Systems, Inc.


4350
      La
      Jolla Village Drive.


Suite
      900


San
      Diego, CA 92122




If
      to
      IVOW:       iVOW, Inc.


11455
      El
      Camino Real, Suite 140


San
      Diego, CA 92130




or
      to
      such subsequent addresses as either party may furnish the other by giving notice
      thereof as provided in this Section 9.5.




**9.6**  **Independent
      Contractors.** In
      making and performing this Agreement, IVOW and VIKING act and shall act at
      all
      times as independent contractors and nothing contained in this Agreement shall
      be construed or implied to create an agency, partnership, franchise,
      joint-venture or employment relationship between IVOW and VIKING. At no time
      shall one party make commitments or incur any charges or expenses for or in
      the
      name of the other party except as specifically provided herein.




**9.7**  **Severability.** If any
      provision or provisions of this Agreement shall be held to be invalid, illegal
      or unenforceable, the parties, to the extent practicable, shall conform each
      such provision to an enforceable provision that best accomplishes the original
      intention of the parties, and the validity, legality and enforceability of
      the
      remaining provisions shall not be in any way affected or impaired
      thereby.




**9.8**  **Waiver.** Any
      waiver by either party of any breach of this Agreement shall not constitute
      a
      waiver of any subsequent or other breach.




**9.9**  **Applicable
      Law.** This
      Agreement shall be construed, interpreted, and applied in accordance with the
      laws of the State of California, without reference to its conflicts of laws
      principles or any other principles that would result in the application of
      a
      different body of law.


-7-


**9.10**  **Entire
      Agreement.** This
      Agreement embodies the complete, final, and entire understanding of the parties
      regarding the subject matter hereof, and, except as expressly set forth herein,
      shall supersede and replace all previous and contemporaneous communications,
      representations or understandings, either oral or written, between the parties
      relating to the subject matter hereof. Section 5, Section 6 and any other
      provisions of this Agreement that by their nature are intended to survive,
      shall
      survive any termination of this Agreement for any reason.




**9.11**  **Attorney’s
      Fees.** If any
      legal action is brought by a party to enforce the terms of this Agreement,
      the
      prevailing party in such legal action shall be entitled to its reasonable
      attorney’s fees, in addition to any damages awarded to such party in connection
      therewith.




**9.12**  **Counterparts.** This
      Agreement may be executed in counterparts, with the same force and effect as
      if
      the parties had executed the same instrument.




[REMAINDER
      OF PAGE INTENTIONALLY BLANK]




-8-


**IN
      WITNESS WHEREOF,** the
      parties hereto, through their authorized representatives, have executed this
      Agreement as of the Effective Date.






**VIKING
      SYSTEMS,** **INC** **.** ****




By: /s/
      Gregory M. Decker


Name: Gregory M. Decker


Title: Chief
      Financial Officer






**IVOW,** **INC** **.**




By: /s/
      Richard Gomberg


Name: Richard
      Gomberg


Title: Vice
      President, Chief Financial Officer







**CRDENTIA
      CORP.**


By: /s/
      James TerBeest


Name: James
      TerBeest


Title:  Chief
      Financial Officer


-9-


**EXHIBIT** **A**


**IVOW** **TECHNOLOGY**




The
      following items constitute the IVOW Technology that is assigned to VIKING under
      the Agreement:




**PATENT
      PORTFOLIO**




IVOW
      owns
      the following U.S. patents:





**Patent
                #**
            **Patent
                Name (14)**5,751,341
            Stereoscopic
                endoscope system5,895,350
            Electronic
                endoscope5,582,576
            Electronic
                endoscope with zoom lens system5,605,532
            Fog-free
                endoscopeRE37,356
            Endoscope
                with position display for zoom lens unit and imaging
                device5,817,014
            Electronic
                endoscope with zoom lens5,697,891
            Surgical
                retractor with accessory support5,941,817
            Endoscope
                wherein electrical components are electrically isolated from
                patient-engaging components5,941,818
            Endoscopic
                video camera with malleable support5,989,182
            Device-steering
                shaft assembly and endoscope6,191,809
            Method
                and apparatus for aligning stereo images6,292,221
            Motorized
                focusing device and viewing system utilizing same6,313,883
            Method
                and apparatus for finite local enhancement of a video display reproduction
                of imagesD415,146
            Head
                mounted display




IVOW
      maintains non-exclusive rights to use these U.S. patents through an agreement
      with Carl Zeiss GmbH:





**Patent
                #**
            **Patent
                Name (3)**5,702,350
            Adapter
                for connecting a stereoscopic endoscope to electronic documentation
                devices5,612,816
            Endoscopic
                attachment for a stereoscopic viewing system5,496,261
            Combination
                of a viewing and/or documenting apparatus and an endoscope as well
                as a
                method of operating the combination




IVOW
      maintains non-exclusive rights to use this U.S. patent through an agreement
      with
      Richard Wolf GmbH:




**Patent
                #**
            **Patent
                Name (1)**6,490,085
            Symmetric
                anastigmatic endoscope relay system




-10-


IVOW
      maintains non-exclusive rights to use these German patents in medical
      applications through the agreement with Zeiss:





**Patent
                #**
            **Patent
                Name (4)**195
                32 400.5
            Stereoendoskop
                unit abge win kilter Blickrichtong (Stereoendoscope yielding aligned
                images)94
                15 485.6
            Stereo
                endskipischerr vorsatz zum zusammen wirken mit einem operationsmileroskop
                (Stereoendoscope working as operating microscope)197
                12 645.6
            Kupplung
                zum kuppein zweier optischer einrichtugen (Coupling mechanism to
                link two
                optical systems)197
                33 362.1
            Endoskopische
                videokamera (Endoscopic
                Videocamera)




Additional
      Deliverables from IVOW to VIKING to be provided as part of IVOW
      Technology:





·
            All
                patent Files


·
            All
                trademark files including Infomatix , Vista and,
                CardioXXX


·
            All
                originals of agreements with McKinley and Zeiss


·
            Asset
                purchase agreement of American Surgical Technologies and associated
                files


·
            Asset
                purchase agreement of GDE and associated
                files




-11-


**EXHIBIT
      B**


**PAYMENT
      SCHEDULE AND TERMS**







VIKING
      shall pay IVOW the following amounts (which shall collectively constitute the
      Payments under the Agreement):




1.
      Total
      Amount of Payments:  **$500,000**




a.
      First
      Payment -- Final Royalty Payment -- **$150,000**




This
      payment shall be made by VIKING to IVOW on or before November 15,
      2006 .




b.
      Second
      Payment - Final Asset Payment -- **$350,000**




This
      payment shall be made by VIKING to IVOW on or before November 30,
      2006.





All
      Payments shall be in U.S. Dollars. The parties shall mutually agree upon the
      method of payment.




-12-