VIKING SYSTEMS INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-1_0304.txt
<TEXT>
Exhibit 10.1
Form 8-K
Viking Systems, Inc.
File No. 000-49636

                              VIKING SYSTEMS, INC.
                         AMENDED STOCK OPTION AGREEMENT

     This Amended Stock Option  Agreement is entered into this 15th day of March
2004, by and between Viking Systems, Inc., a Nevada corporation  ("Corporation")
and Donald E. Tucker (" Tucker").

                                    Recitals

     On December  18,  2003,  the  Corporation  and Tucker  entered into a Stock
Option Agreement ("Tucker Option"). Tucker had provided funds to the Corporation
to be used to pay professional  fees related to various corporate filings and to
pay for other corporate  expenses.  In exchange for such funds,  the Corporation
issued Tucker 3,200,000 shares of its common stock at a price of $.02 per share.

     The  Corporation  intends  to acquire  certain  assets  from Vista  Medical
Technologies,  Inc.  ("Vista"),  pursuant to an Asset  Purchase  Agreement.  The
purchase price for such assets includes a cash portion of up to $400,000 and the
issuance of approximately  3,100,000 shares of the  Corporation's  common stock.
The  Corporation  has requested that Tucker  purchase  additional  shares of the
Corporations  capital stock in the amount of $400,000 to provide the Corporation
with the funds  necessary to make such cash  payment.  Tucker has agreed to make
such  additional  investment in the Corporation on the same terms and conditions
as his initial purchase of 3,200,000 shares of the Corporation's common stock.

     The Corporation does not have sufficient  shares of common stock authorized
for issuance to Tucker to fund the $400,000  requirement  of the  acquisition of
assets.  Accordingly,  the  Corporation  has offered to issue  Tucker  5,000,000
shares of its  preferred  stock in lieu of common  stock.  The  Corporation  has
designated a Series A Preferred Stock which is convertible  into common stock on
a basis of one share of Series A Preferred Stock convertible into four shares of
common stock.

     The Corporation  granted Tucker an option to purchase  5,000,000  shares of
the Corporation's Series A Preferred Stock on the terms and conditions set forth
in the Tucker  Option  Agreement.  Tucker has  exercised  the option to purchase
500,000 of the 5,000,000 Option Shares.

     The  expiration  term  of  the  Tucker  Option  had  been  agreed  upon  in
anticipation of the closing date of the Vista Asset Purchase transaction.  Vista
has been  unable to  complete  the Vista  Asset  Purchase  transaction  with the
anticipated  time  period due to the  lengthy  review  process of Vista's  proxy
statement by the  Securities  and Exchange  Commission.  Because  Vista has been
unable to complete the Asset Purchase  transaction in the time period originally
anticipated,  the  Corporation  does not currently  need the funds which will be
provided from the exercise of the Tucker Option.  Accordingly,  the  Corporation
and Tucker have agreed to extend the Tucker Option  exercise period to September
30, 2004.


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     The Corporation and Tucker have agreed to amend the Tucker Option Agreement
to reflect  the  extension  the  exercise  period of the Tucker  Option and this
Amended  Stock Option  Agreement  sets forth the complete  Amended  Stock Option
Agreement between the Corporation and Tucker.

     NOW THEREFORE, it is agreed as follows:

                                    Agreement

     1. Grant of Option.  Subject to the terms and conditions of this Agreement,
the Corporation has granted to Tucker the option ("Option") to purchase from the
Corporation up to an aggregate of 5,000,000 shares of the Corporation's Series A
Preferred  Stock  ("Option  Shares"),  from time to time, at a price of $.08 per
Share ("Exercise  Price").  The Option is fully vested and is now exercisable in
part or in full.  Tucker has  exercised  his option to purchase  500,000  Option
Shares and therefore, the remaining number of Option Shares is 4,500,000.

     2. Exercise of Option.  The Option  granted herein expires on September 30,
2004 and must be exercised,  if at all, on or before  September  30, 2004.  This
Option may be exercised in whole or in part by delivery to the Corporation, from
time to time,  of a written  notice signed by Tucker,  specifying  the number of
Option  Shares  that  Tucker  then  desires  to  purchase,  together  with cash,
certified  check,  or bank draft payable to the order of the  Corporation for an
amount equal to the Exercise Price of such Shares.

     3. Shares to be Fully Paid. The  Corporation  covenants and agrees that all
Option Shares, will, upon issuance and, if applicable, payment of the applicable
Exercise  Price,   be  duly   authorized,   validly   issued,   fully  paid  and
nonassessable,  and free of all liens and encumbrances,  except for restrictions
on transfer provided for herein or under applicable federal and state securities
laws.

     4.  Adjustments.  The Exercise  Price and the number of shares  purchasable
hereunder are subject to adjustment from time to time as follows:

          4.1 Merger,  Sale of Assets, etc. If at any time while this Option, or
     any portion  hereof,  is  outstanding  and  unexpired  there shall be (i) a
     reorganization  (other than a  combination,  reclassification,  exchange or
     subdivision  of shares  otherwise  provided for  herein),  (ii) a merger or
     consolidation of the Corporation with or into another  corporation in which
     the Corporation is not the surviving entity, or a reverse triangular merger
     in which the  Corporation  is the  surviving  entity  but the shares of the
     Corporation's capital stock outstanding immediately prior to the merger are
     converted by virtue of the merger into other property,  whether in the form
     of  securities,  cash,  or  otherwise,  or (iii) a sale or  transfer of the
     Corporation's properties and assets as, or substantially as, an entirety to
     any  other  person,  then,  as  a  part  of  such  reorganization,  merger,
     consolidation, sale or transfer, lawful provision shall be made so that the
     holder of this Option shall thereafter be entitled to receive upon exercise
     of this Option,  during the period specified herein and upon payment of the
     Exercise  Price  then in  effect,  the  number  of shares of stock or other

                                       2

<PAGE>

     securities or property of the  successor  corporation  resulting  from such
     reorganization,  merger,  consolidation,  sale or transfer that such holder
     would have been entitled to receive in such reorganization,  consolidation,
     merger,  sale or  transfer if this  Option had been  exercised  immediately
     before such reorganization, merger, consolidation, sale or transfer.

          4.2 Reclassifications, etc. If the Corporation, at any time while this
     Option,  or any  portion  hereof,  remains  outstanding  and  unexpired  by
     reclassification  of  securities  or  otherwise,  shall  change  any of the
     securities  as to which  purchase  rights  under this Option exist into the
     same or a  different  number of  securities  of any other class or classes,
     this Option shall thereafter represent the right to acquire such number and
     kind of securities as would have been issuable as the result of such change
     with respect to the  securities  that were  subject to the purchase  rights
     under  this  Option  immediately  prior to such  reclassification  or other
     change and the Exercise Price therefore shall be appropriately adjusted.

          4.3 Split, Subdivision or Combination of Shares. If the Corporation at
     any time while this Option, or any portion hereof,  remains outstanding and
     unexpired  shall  split,  subdivide or combine the  securities  as to which
     purchase  rights  under  this  Option  exist,  into a  different  number of
     securities of the same class,  the Exercise Price for such securities shall
     be  proportionately  decreased  in the  case of a split or  subdivision  or
     proportionately increased in the case of a combination.

     5. No Voting or Dividend Rights.  Nothing contained in this Option shall be
construed as  conferring  upon Tucker  hereof the right to vote or to consent to
receive  notice as a  stockholder  the  Corporation  on any other matters or any
rights whatsoever as a stockholder of the Corporation.  No dividends or interest
shall  be  payable  or  accrued  in  respect  of  this  Option  or the  interest
represented  hereby or the shares  purchasable  hereunder until, and only to the
extent that, this Option shall have been exercised.

     6.  Transferability  and No negotiability of Option. This Option may not be
transferred  or  assigned  in  whole  or in part  without  compliance  with  all
applicable  federal  and  state  securities  laws  by  the  transferor  and  the
transferee  (including  the delivery of  investment  representation  letters and
legal opinions reasonably satisfactory to the Corporation, if such are requested
by the  Corporation).  Subject to the  provisions of this Option with respect to
compliance  with the  Securities  Act of 1933, as amended (the "Act"),  title to
this Option may be transferred by endorsement and delivery in the same manner as
a negotiable instrument transferable by endorsement and delivery.

     7.  Restricted  Legend.  Upon  exercise of this Option,  Tucker  shall,  if
requested by the Corporation,  confirm in writing, in a form satisfactory to the
Corporation,  that the Option Shares  issued upon exercise  hereof or conversion
thereof  shall be  stamped  or  imprinted  with a legend  in  substantially  the
following form (in addition to any legend required by state securities laws):

     THE  SECURITIES  REPRESENTED  HEREBY HAVE BEEN ACQUIRED FOR  INVESTMENT AND
     HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR

                                       3

<PAGE>

     ANY APPLICABLE  STATE  SECURITIES  LAWS. SUCH SECURITIES AND ANY SECURITIES
     ISSUED  HEREUNDER  OR  THEREUNDER  MAY NOT BE SOLD  OR  TRANSFERRED  IN THE
     ABSENCE OF SUCH  REGISTRATION OR AN EXEMPTION  THEREFROM UNDER SAID ACT AND
     APPLICABLE LAWS.

     9.  Successors  and Assigns.  This Option and the rights  evidenced  hereby
shall  inure  to the  benefit  of and be  binding  upon  the  successors  of the
Corporation and Tucker. The provisions of this Option are intended to be for the
benefit of Tucker from time to time of this Option,  and shall be enforceable by
Tucker.

     10. Notices.  Any notices  permitted or required under this Agreement shall
be deemed given upon the date of personal  delivery or 48 hours after deposit in
the United  States  mail,  postage  fully  prepaid,  return  receipt  requested,
addressed  to the  Corporation  at its  principal  placement  of business and to
Tucker at his residence.

     11. Miscellaneous

          11.1. Governing Law. This Agreement shall be governed by and construed
     in accordance with the laws of the State of California.

          11.2. Titles and Captions. All section titles or captions contained in
     this Agreement are for convenience only and shall not be deemed part of the
     context nor effect the interpretation of this Agreement.

          11.3.   Entire   Agreement.   This   Agreement   contains  the  entire
     understanding  between  and  among the  parties  and  supersedes  any prior
     understandings  and agreements  among them respecting the subject matter of
     this Agreement.

          11.4.Binding  Agreement.  This  Agreement  shall be  binding  upon the
     heirs,  executors,  administrators,  successors  and assigns of the parties
     hereto.

          11.5.Computation  of Time. In computing any period of time pursuant to
     this  Agreement,  the day of the  act,  event or  default  from  which  the
     designated  period of time begins to run shall be included,  unless it is a
     Saturday, Sunday, or a legal holiday, in which event the period shall begin
     to run on the next day which is not a Saturday,  Sunday,  or legal holiday.
     In the event that the last day of any period falls on a Saturday, Sunday or
     legal  holiday,  such  period  shall  run  until  the end of the  next  day
     thereafter which is not a Saturday, Sunday, or legal holiday.

          11.6.  Pronouns and Plurals.  All pronouns and any variations  thereof
     shall be deemed to refer to the masculine,  feminine,  neuter, singular, or
     plural as the identity of the person or persons may require.

                                       4

<PAGE>

          11.7.  Arbitration.  If at any time during the term of this  Agreement
     any dispute,  difference, or disagreement shall arise upon or in respect of
     the Agreement, and the meaning and construction hereof, every such dispute,
     difference,  and disagreement  shall be referred to a single arbiter agreed
     upon by the parties, or if no single arbiter can be agreed upon, an arbiter
     or arbiters shall be selected in accordance  with the rules of the American
     Arbitration Association and such dispute, difference, or disagreement shall
     be settled by arbitration in accordance with the then prevailing commercial
     rules of the American Arbitration Association,  and judgment upon the award
     rendered  by the arbiter  may be entered in any court  having  jurisdiction
     thereof.

          11.8. Presumption.  This Agreement or any section thereof shall not be
     construed  against  any party due to the fact  that said  Agreement  or any
     section thereof was drafted by said party.

          11.9.Further  Action. The parties hereto shall execute and deliver all
     documents, provide all information and take or forbear from all such action
     as  may  be  necessary  or  appropriate  to  achieve  the  purposes  of the
     Agreement.

          11.10. Parties in Interest. Nothing herein shall be construed to be to
     the benefit of any third party, nor is it intended that any provision shall
     be for the benefit of any third party.

          11.11.  Savings  Clause.  If any provision of this  Agreement,  or the
     application of such provision to any person or circumstance,  shall be held
     invalid,  the  remainder  of this  Agreement,  or the  application  of such
     provision  to persons or  circumstances  other than those as to which it is
     held invalid, shall not be affected thereby.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and
year first above-written.

     Viking Systems, Inc.                 Tucker


By   /s/ Thomas B. Marsh, President       /s/ Donald E. Tucker

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</DOCUMENT>
