AMENDMENT No. 1

This Amendment No. 1 (the “Amendment No. 1”) to the Registration Rights Agreement is made and entered into by and among Viking Systems, Inc., a Delaware corporation (“Viking”), and the Investors (together with Viking, the “Parties”) as of May 26, 2011, by and among the Parties. Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement dated May 5, 2011 unless otherwise defined herein.

NOW THEREFORE, in consideration of mutual covenants, agreements and representations contained in this Amendment No. 1 and the Registration Rights Agreement, the Parties hereto agree as follows:

(iv)           Registration Limitation.  Notwithstanding anything to the contrary contained herein, the Company shall not be required to register Registrable Securities in excess of applicable SEC staff guidelines on the maximum allowable registration of securities for resale by the Investors (which the parties understand currently to be an amount equal to one-third of the Company's public float).  To the extent that this maximum amount is less than the total amount of Registrable Securities at the time any Registration Statement is required to be filed, the Registrable Securities to be covered by such Registration Statement shall be the following, in order, until the maximum amount is covered:  (1) first, the Common Stock acquired by Clinton Magnolia Master Fund, Ltd. pursuant to the Purchase Agreement; (2) second, the Common Stock acquired by all of the Investors excluding Clinton Magnolia Master Fund, Ltd. pursuant to the Purchase Agreement; (3) third, the Warrants acquired by all of the Investors pursuant to the Purchase Agreement; and (4) fourth, all of the Common Stock issuable upon exercise of the Warrants acquired pursuant to the Midsummer Purchase Agreement. Any cut-back imposed on the Investors pursuant to this Section 2(a)(iv) shall be allocated among the Investors on a pro-rata basis as to (3) and to (4) above in this Section.