Form 8-K Viking Systems, Inc.

Exhibit 10.1

Form 8-K

Viking Systems, Inc.

File No. 000-49636

Neither this Convertible Promissory Note nor the shares of common stock which

will be issued if this Note is converted into shares of common stock, has been

registered under the Securities Act of 1933 or applicable state securities laws

and may not be sold, transferred, assigned, offered, pledged or otherwise

distributed for value without the express written consent of the Maker and

Maker's receipt of an opinion of counsel acceptable to the Maker that such sale,

transfer, assignment, offer, pledge or other distribution for value is exempt

from the registration and prospectus delivery requirements of such Act and such

laws.

$300,000 February 17, 2005

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, Viking Systems, Inc., a Nevada corporation ("Maker"),

hereby promises to pay to the order of Brian Miller ("Payee"), the principal sum

of THREE HUNDRED THOUSAND Dollars (U.S. $300,000.00), together with interest

thereon from the date hereof accruing at the rate of ten percent (10%) per

annum. Principal and all accrued interest shall be payable in full on or before

March 31, 2005.

PAYMENT TERMS

Principal and Interest. The principal amount of this Note, together with

all accrued interest, shall be due and payable on or before March 31, 2005.

Manner of Payment. All payments of principal and interest on this Note

shall be made payable to Payee and mailed to One Market Plaza Spear Tower, Suite

700, San Francisco, CA 94105 or at such other place in the United States of

America as Payee shall designate to Maker in writing. If any payment of

principal or interest on this Note is due on a day which is not a Business Day,

such payment shall be due on the next succeeding Business Day, and such

extension of time shall be taken into account in calculating the amount of

interest payable under this Note. "Business Day" means any day other than a

Saturday, Sunday or legal holiday in the State of Nevada.

Prepayment. Maker may, without premium or penalty, at any time and from

time to time, prepay all or any portion of the outstanding principal balance due

under this Note, provided that each such prepayment is accompanied by accrued

interest on the amount of principal prepaid calculated to the date of such

prepayment.

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DEFAULT

The occurrence of any one or more of the following events with respect to

Maker shall constitute an event of default hereunder ("Event of Default"):

(a) If Maker shall fail to pay when due any payment of principal or

interest on this Note and such failure continues for fifteen (15) days

after Payee notifies Maker therein writing;

(b) The Maker shall default in the observance or performance of any

other term, covenant or agreement contained herein and the same shall not

be cured within fifteen (15) days of the occurrence thereof;

(c) If, pursu