VISEON, INC.

                     YEAR 2003 CONSULTANT COMPENSATION PLAN

1.       Purpose

         The Viseon, Inc. Year 2003 Consultant Compensation Plan (the "Plan") is
intended to promote the interests of Viseon, Inc. and its subsidiaries
(collectively the "Corporation") by offering those outside consultants of the
Corporation who assist in the development and success of the business of the
Corporation, the opportunity to participate in a compensation plan designed to
reward them for their services and to encourage them to continue to provide
services to the Corporation.

2.       Definitions

         For all purposes of this Plan, the following terms shall have the
following meanings:

         "Common Stock" means Viseon, Inc. common stock, $.01 par value.

         "Condition Period" means that period of time during which Conditional
Share are subject to conditions imposed by the Committee (as defined herein) or
the conditions set forth in Section 6.2 or both.

         "Conditional Shares" means shares of Common Stock awarded under this
Plan subject to conditions imposed by the Committee (as defined herein) or the
conditions set forth in Section 6.2 or both.

         "Viseon" means Viseon, Inc., a Nevada corporation.

         "Subsidiary" means any company of which Viseon, Inc. owns, directly or
indirectly, the majority of the combined voting power of all classes of stock.

         "Unconditional Shares" means shares of Common Stock awarded under this
Plan subject to no conditions.

3.       Administration

         The Plan shall be administered by a committee (the "Committee") of not
less than two directors of Viseon selected by, and serving at the pleasure of,
Viseon's Board of Directors (the "Viseon Board").


         Viseon or any Subsidiary will recommend to the Committee persons to
whom shares may be awarded. The Committee shall make all final decisions with
respect to the persons to whom awards shall be granted ("Participants"), the
number of shares that shall be covered by each award or sale, the time or times
at which awards shall be granted or sales shall be made, the timing of when
awards shall vest, the terms and provisions of the instruments by which awards
or sales shall be evidenced, the interpretation of the Plan and all
determinations necessary or advisable for its administration. Notwithstanding
the preceding, the Committee shall have the power and authority to confer upon
the President and Chief Executive Officer of the Company the authority to grant
awards from time to time pursuant to this Plan on his or her own initiative
without the prior approval of the Committee, provided that the extent of such
authority shall be limited (with respect to any particular award) to an
aggregate number of shares having a maximum aggregate value of $50,000 and (with
respect to all awards) to an aggregate number of shares having a maximum
aggregate value of $500,000, in all cases based on the shares' closing price on
the day preceding the date or dates that the Company's transfer agent is
instructed to issue the shares to the related Participant or Participants.


4.       Eligibility

         Only individuals who are outside consultants, or directors, officers,
partners or employees of outside consultants, of Viseon or any Subsidiary shall
be granted awards.

5.       Stock Subject to the Plan

         The stock, which may be awarded or sold pursuant to this Plan, shall be
shares of Common Stock. When shares of Common Stock are awarded or sold, Viseon
may award or sell authorized but unissued Common Stock, or Viseon may award or
sell issued Common Stock held in its treasury. The total number of shares of
Common Stock which may be granted or sold under this Plan shall not exceed
5,000,000 shares in the aggregate. Any shares awarded and later forfeited are
again subject to award or sale under the Plan.

6.       Share Awards and Sales

         6.1      Grant of Share Awards

                  The Committee may award to Participants Unconditional Shares
and Conditional Shares. The Committee will determine for each Participant
selected to be awarded Unconditional Shares and Conditional Shares the time or
times when Unconditional Shares or Conditional Shares shall be awarded and the
number of shares of Common Stock to be covered by each Unconditional Shares or
Conditional Share award. Unless expressly specified as Conditional Shares by the
Committee, all shares of Common Stock awarded under this Plan shall be
Unconditional Shares. No Unconditional Shares or Conditional Shares shall be
awarded except for one of the types of consideration described in Section 78.211
of the Nevada General Corporation Law. The Committee shall cause stock
certificates representing Unconditional Shares and Conditional Shares to be
prepared, signed, sealed and deliver in accordance with all applicable corporate
laws. These share awards will be valued at the closing price of the day of the
grant.

         6.2      Conditions

                  Shares of Common Stock issued to a Participant as a
Conditional Shares award will be subject to the following conditions as well as
all other conditions imposed by the Committee ("Share Conditions"):

                  (a) Except as set forth in Paragraphs 6.4 and 6.5, if Share
         Conditions are not satisfied, Conditional Shares will be forfeited and
         returned to Viseon or, in the event such Conditional Shares were
         provided to the Participant from shares of Common Stock purchased by
         the Subsidiary, then the Conditional Shares will be returned to the
         Subsidiary. In either case, all rights of the Participant to such
         Conditional Shares will terminate without any payment of consideration
         by Viseon or the Subsidiary with which the Participant is associated,
         unless the Participant maintains his association with Viseon or a
         Subsidiary for the period of time (if any) determined by the Committee.

                  (b) During the Condition Period, none of the Conditional
         Shares subject to such award may be sold, assigned, bequeathed,
         transferred, pledged, hypothecated or otherwise disposed of in any way
         by the Participant.

                  (c) The Committee may require the Participant to enter into an
         escrow agreement providing that the certificates representing
         Conditional Shares sold or granted pursuant to the Plan will remain in
         the physical custody of Viseon or the applicable Subsidiary or an
         escrow holder during the Condition Period.

                  (d) Certificates representing Conditional Shares sold or
         granted pursuant to the Plan may bear a legend making an appropriate
         reference to the conditions imposed on the Conditional Shares.

                  (e) The Committee may impose other conditions on any
         Conditional Shares issued pursuant to the Plan as it may deem
         advisable, including without limitations, restrictions under the
         Securities Act of 1933, as amended, under the requirements of any stock
         exchange upon which such share or shares of the same class are then
         listed and under any state securities laws or other securities laws
         applicable to such shares.

         6.3      Rights of a Stockholder

                  Except as set forth in Paragraph 6.2(b), the recipient of a
Conditional Share award will have all of the rights of a stockholder of Viseon
with respect to the Conditional Shares, including the right to vote the
Conditional Shares and to receive all dividends or other distributions made with
respect to the Conditional Shares.

         6.4      Lapse of Conditions

                  In the event of the termination of association of a
Participant during the Condition Period by reason of death, disability, or
termination of association, the Committee may, at its discretion, remove Share
Conditions on Conditional Shares.

                  Conditional Shares to which the Share Conditions have not so
lapsed will be forfeited and returned to the Corporation as provided in
Paragraph 6.2(a).

         6.5      Lapse of Conditions at Discretion of the Committee

                  The Committee may shorten the Condition Period or remove any
or all Share Conditions if, in the exercise of its absolute discretion, it
determines that such action is in the best interests of the Corporation and
equitable to the Participant.

         6.6      Listing and Registration of Shares

                  Viseon may, in its reasonable discretion, postpone the
issuance and/or delivery of any shares of Common Stock awarded or sold pursuant
to this Plan until completion of stock exchange listing, or registration, or
other qualification of such shares under any law, rule or regulation.

         6.7      Designation of Beneficiary

                  A Participant may, with the consent of the Committee,
designate a person or persons to receive, in the event of death, any shares of
Common Stock to which such Participant would then be entitled pursuant to this
Plan. Such designation will be made upon forms supplied by and delivered to the
Committee and may be revoked in writing by the Participant. If a Participant
fails effectively to designate a beneficiary, then such Participant's estate
will be deemed to be the beneficiary.

7.       Capital Adjustments

         The number and consideration of Common Stock covered by each award
granted or each sale under this Plan and the total number of shares that may be
granted or sold under the Plan shall be proportionally adjusted to reflect,
subject to any required action by stockholders, any stock dividend or split,
recapitalization, merger, consolidation, spin-off, reorganization, combination
or exchange of shares or other similar corporate change.

8.       Change of Control

         Notwithstanding the provisions of Section 7, in the event of a change
of control, all Share Conditions on all Conditional Shares will lapse. For
purposes of this plan, a "Change of Control" of Viseon shall be deemed to have
occurred at such time as (a) any "person" (as that term is used in Section 13(d)
and 14(d) of the Securities Exchange Act of 1934), becomes the "beneficial
owner" (as defined in Rule 13d-3 under the foregoing act), directly or
indirectly, of securities of Viseon representing 30% or more of the combined
voting power of Viseon's outstanding securities ordinarily having the right to
vote at the election of directors; or (b) individuals who constitute the Viseon
Board on the date hereof (the "Incumbent Board") cease for any reasons to
constitute at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was approved by at least a
majority of the directors comprising the Incumbent Board, or whose nomination or
election was approved by a majority of the Viseon Board serving under an
Incumbent Board, shall be, for purposes of this clause (b), considered as if he
or she were a member of the Incumbent Board; or (c) merger, consolidation or
sale of all or substantially all the assets of Viseon occurs, unless such merger
or consolidation shall have been affirmatively recommended to Viseon's
stockholders by a majority of the Incumbent Board; or (d) a proxy statement
soliciting proxies from stockholders of Viseon, by someone other than the
current management of Viseon seeking stockholder approval of a plan of
reorganization, merger or consolidation of Viseon with one or more corporations
as a result of which the outstanding shares of Viseon's securities are actually
exchanged for or converted into cash or property or securities not issued by
Viseon unless the reorganization, merger or consolidation shall have been
affirmatively recommended to Viseon's stockholders by a majority of the
Incumbent Board.

9.       Approvals

         The issuance of shares pursuant to this Plan is expressly conditioned
upon obtaining all necessary approvals from all regulatory agencies from which
approval is required.

10.      Effective Date of Plan


         The effective date of the Plan is January 10, 2003.


11.      Term and Amendment of Plan


         This Plan shall expire on January 9, 2013 (except to Conditional Shares
outstanding on that date). The Viseon Board may terminate or amend the Plan in
any respect at any time, except no action of the Viseon Board, the Committee or
Viseon's stockholders, however, may, without the consent of a Participant, alter
or impair such Participant's rights under any Conditional Shares previously
granted.


12.      No Right of Association

         Neither the action of Viseon in establishing this Plan, nor any action
taken by the Viseon Board, the Board of Directors of any Subsidiary or the
Committee, nor any provision of the Plan itself, shall be construed to limit in
any way the right of Viseon to terminate a Participant's association with the
Corporation at any time.

13.      Withholding Taxes

         Viseon or any Subsidiary, as applicable, shall have the right to deduct
withholding taxes from any payments made pursuant to the Plan or to make such
other provisions as it deems necessary or appropriate to satisfy its obligations
to withhold federal, state or local income or other taxes incurred by reason of
payment or the issuance of Common Stock under the Plan. Whenever under the Plan,
Common Stock is to be delivered upon vesting of Conditional Shares, the
Committee shall be entitled to require as a condition of delivery that the
Participant remit or provide for the withholding of an amount sufficient to
satisfy all federal, state and other government withholding tax requirements
related thereto.

14.      Plan not a Trust

         Nothing contained in the Plan and no action taken pursuant to the Plan
shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between the Corporation and any Participant, the executor,
administrator or other personal representative, or designated beneficiary of
such Participant, or any other persons. If and to the extent that any
Participant or such Participant's executor, administrator or other personal
representative, as the case may be, acquires a right to receive any payment from
the Corporation pursuant to the Plan, such right shall be no greater than the
right of an unsecured general creditor of the Corporation.

15.      Notices

         Each Participant shall be responsible for furnishing the Committee with
the current and proper address for the mailing of notices and delivery of Common
Stock pursuant to the Plan. Any notices required or permitted to be given shall
be deemed given if addressed to the person to be notified at such address given
to the Committee by such person and mailed by regular United States mail,
first-class and prepaid. If any item mailed to such address is returned as
undeliverable to the addressee, mailing will be suspended until the Participant
furnishes the proper address. This provision shall not be construed as requiring
the mailing of any notice or notification if such notice is not required under
the terms of the Plan or any applicable law.

16.      Severability of Provisions

         If any provisions of this Plan shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provisions
hereof, and this Plan shall be construed and enforced as if such provisions had
not been included.

17. Payment to Minors, etc.

         Any benefit payable to or for the benefit of a minor, an incompetent
person or other person incapable of receipting therefor shall be deemed paid
when paid to such person's guardian or the party providing or reasonably
appearing to provide for the care of such person, and such payment shall fully
discharge the Committee, the Viseon Board, the Corporation and other parties
with respect thereto.

18.      Headings and Captions

         The headings and captions herein are provided for reference and
convenience only, shall not be considered part of the Plan, and shall not be
employed in the construction of the Plan.

19.      Controlling Law

         This Plan shall be construed and enforced according to the laws of the
State of Texas to the extent not preempted by federal law, which shall otherwise
control.

20.      Enforcement of Rights

         In the event the Corporation or a Participant is required to bring any
action to enforce the terms of this Plan, the prevailing party shall be
reimbursed by the non-prevailing party for all costs and fees, including actual
attorney fees, for bringing and pursuing such action.