Exhibit
      10.1

    


    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (hereinafter referred to as the “Agreement”) is made and
      entered on July 24, 2006, but to be effective in all respects as of July 12,
      2006 (hereinafter the “Effective Date”), by and between Viseon, Inc., a
      corporation duly organized and existing pursuant to the laws of the state of
      Nevada (“the Company” or “Viseon”), and Brian Day, an individual resident of
      Sudbury, Massachusetts (hereinafter referred to as the
“Executive”).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      the Company desires to have the benefit of the Executive's efforts and services;
      and

    


    WHEREAS,
      the Company recognizes that circumstances may arise which may cause uncertainty
      of continued employment of the Executive without regard to the Executive's
      competence or past contributions;

    


    WHEREAS,
      such uncertainties may result in the loss of valuable services of the Executive
      to the detriment of the Company and its shareholders;

    


    WHEREAS,
      the Executive will be in a better position to consider the best interests of
      the
      Company if the Executive is afforded reasonable security, as provided in this
      Agreement, against altered conditions of employment which may result from
      situations now unknown, and

    


    WHEREAS,
      the Executive and the Company desire to enter into this Agreement setting forth
      the terms and conditions of the Executive’s employment, as provided
      hereinbelow.

    


    NOW,
      THEREFORE, in consideration of the foregoing and of the mutual covenants and
      agreements hereinafter set forth, and for other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, the parties hereto
      mutually covenant and agree as follows:

    


    1. DEFINITIONS.
      Whenever used in this Agreement, the following terms shall have the meanings
      set
      forth below:

    


    
      	 	
              (a) “Affiliate”
                shall have the same meaning as given to that term in Rule 12b-2 of
                Regulation 12B promulgated under the Exchange Act.

              


              (b) “Base
                Salary” shall be an amount equal to the Executive's annualized
                compensation calculated pursuant to Section 6 herein for the initial
                Term
                of this Agreement.

              


              (c) “Board”
                shall mean the Board of Directors of the Company.

              


              (d) “Business
                Day” shall mean any day other than a Saturday or a Sunday or a day on
                which commercial banking institutions in the City of Dallas, Texas
                are
                authorized by law to be closed. Any reference to “days” (unless Business
                Days are specified) shall mean calendar days.

              


              (e) “Cause,”
                with respect to Executive’s termination, shall mean any termination of
                Executive based upon one or more of the following:

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 	
              (i) the
                Executive is convicted of a felony, or pleads “guilty” or “no contest” to,
                a felony; or

              


              (ii) the
                Executive (A) fails or refuses to perform the Executive's duties,
                (B)
                materially breaches any of his obligations under this Agreement,
                or (C)
                violates the Company's established policies and procedures in a manner
                that materially damages the Company, its business reputation or prospects,
                including any breach of the Executive's fiduciary duties to the Company
                through usurping any Company opportunity or misappropriating any
                material
                Company asset, which in any of those cases described in (A), (B)
                or (C) he
                fails to cure or otherwise resolve to the satisfaction of the Board
                within
                thirty (30) days of the Executive receiving written notice identifying
                the
                failure, breach or violation that is approved in form and substance
                by no
                less than two-thirds of the Board, acting in good faith.

            	 


    

     

    
      	 	
              (f) “Code”
                shall mean the Internal Revenue Code of 1986, as amended from time
                to
                time.

               

              (g) “Common
                Stock” shall mean shares of duly authorized, validly issued, fully paid
                and nonassessable common stock of the Company, par value $0.01 per
                share.

              


              (h) “Company
                Stock Plan” shall mean the RSI
                SYSTEMS, INC. 1994 STOCK PLAN,
                as amended, or the Viseon
                Inc. 2005 Stock Plan, as
                amended, including all future amendments or any other employee stock
                option or benefit plan of the Company established hereafter for the
                purpose of enabling executives, key employees and non-employee directors
                of the Company or its Subsidiaries to participate in the long-term
                success
                and growth of the Company by giving them a proprietary interest in
                the
                Company through the granting of stock options, phantom stock rights,
                SARs,
                or other forms of equity incentives pursuant to the terms of any
                such
                benefit plan.

              


              (i) “Exchange
                Act” shall mean the Securities Exchange Act of 1934, as
                amended.

              


              (j) “Notice
                of Termination” shall mean a written document notifying the Executive that
                his employment with the Company has been immediately terminated for
                Cause,
                which shall (a) describe the facts and circumstances providing a
                basis for
                termination, including the termination provision(s) of this Agreement
                relied upon; (b) have been approved by a resolution duly adopted
                by a
                majority of the directors then serving on the Board; and (c) be delivered
                to the Executive by any means in accordance with the provisions of
                Section
                18 of this Agreement.

              


              (k) “Person”
                shall mean any individual, partnership, joint venture, association,
                trust,
                corporation or other entity, other than an employee benefit plan
                of the
                Company or an entity organized, appointed or established pursuant
                to the
                terms of any such benefit plan.

              


              (l) “Termination
                Payment” shall mean the compensation due and payable by the Company to the
                Executive on the Termination Date, in the event that this Agreement
                is
                terminated prior to the end of the Term, in such amount as determined
                by
                the basis for such termination in accordance with Sections 7, 8 or
                9
                below.

            	 


    

    


    
      
        
        

      

      
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    2. EMPLOYMENT.
       The
      Company hereby agrees to employ the Executive and the Executive hereby agrees
      to
      serve the Company, on the terms and conditions set forth herein.

     

    3.
      TERM. The
      employment of Executive shall be for a period (the “Term”), which shall begin on
      the date of this Agreement and continue until date of the earliest to occur
      of
      the following events (such date being the “Termination Date”):

     

    
      	 	
              (a) the
                date on which the Company terminates it for Cause, or for any other
                reason, or no reason at all, upon written notice to
                Executive;

              


              (b) the
                date on which Executive terminates it for Good Reason (as defined
                below)
                or for any other reason, or no reason at all, which date shall be
                as set
                forth in Executive’s written notice to the Company (i) specifying the
                grounds constituting Good Reason, if applicable, or (ii) otherwise
                tendering notice of his resignation and the termination of this Agreement;
                provided, that Executive may not terminate for Good Reason unless
                the
                Company fails to cure such grounds to the reasonable satisfaction
                of
                Executive within ten (10) days after delivery of such notice;


              


              (c) the
                date of the death or Total Disability (as defined below) of Executive.
                

               

            	 


    

    
    

    For
      purposes of this Agreement, (i) termination by Executive for "Good Reason"
      shall
      mean termination of Executive’s employment at his initiative following the
      occurrence of any one or more of the following: (A) any decrease in Executive's
      then current Base Salary; (B) a material diminution in Executive’s authority,
      functions, duties or responsibilities, or (C) any material breach of this
      Agreement by the Company after written notice from Executive; provided, that
      the
      Company fails to cure such breach to the reasonable satisfaction of Executive
      within ten (10) days thereafter;
      and
      (ii) "Total
      Disability" shall mean any time Executive is unable to reasonably perform his
      duties to the Company due to injury, illness or disability (physical or mental)
      for a period of two consecutive months, as determined in good faith by the
      Board.

    


    4. POSITIONS
      AND DUTIES. The Executive shall hold the position of Chief Financial Officer
      and
      Chief Operating Officer of the Company and shall perform such duties that are
      customary for a person employed in such position at a similar corporation and
      shall have such duties, responsibilities and authority as may from time to
      time
      be assigned to the Executive by the Board. In this regard, the Executive shall
      devote his full working time and efforts to the business and affairs of the
      Company. The Executive may also serve as a director or officer or both of such
      not-for-profit corporations as he may desire, join and participate in such
      committees for community or national affairs as he may select and join and
      serve
      on business corporation boards of directors, so long as such activities do
      not
      significantly interfere with the performance of Executive’s duties
      hereunder.

    


    5. PLACE
      OF
      PERFORMANCE. In connection with the Executive's employment by the Company,
      the
      Executive shall be based at the principal executive offices of the Company
      in
      Irving, Texas or at any other location within the greater Dallas area of the
      State of Texas, or Largo, Florida or at any other location within the greater
      Tampa area of the State of Florida upon relocation of the Company’s principal
      executive offices, except for where travel is required to conduct Company
      business. In addition, Executive may work any place as agreed upon in the manner
      contemplated in Section 6(g) of this Agreement.

    


    
      
        
        

      

      
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    6. COMPENSATION
      AND RELATED MATTERS.

    


     

    
      	 	
              (a)  Commencing
                on the Effective Date and throughout the Term of employment, the
                Company
                shall pay to the Executive an annualized Base Salary at a rate of
                Two
                Hundred Ten Thousand Dollars ($210,000) per year in twenty-four equal
                installments at the rate of twice per month, or in such other convenient
                periodic payments as the Company and the Executive may mutually agree.
                Compensation shall be reviewed on an annual basis and shall be subject
                to
                a minimum increase in a percentage not less than that of the annual
                increase in the cost of living. 

               

              (b)  The
                Company has previously granted to Executive under the Company Stock
                Plan
                incentive stock options entitling the Executive to purchase from
                the
                Company FOUR HUNDRED FIFTY THOUSAND (450,000) shares of Common Stock,
                at
                an initial exercise price of thirty two cents ($.32)
                per share, in accordance with Option Agreement attached as Exhibit
                B
                hereto (the “Option Agreement”). Such options shall be subject to the
                vesting schedule and other terms set forth in the Option Agreement.
                

               

              (c)  In
                addition to Executive’s Base Salary, Executive shall be entitled to
                participate in any bonus and other benefit plans that the Company
                provides
                or may establish for the benefit of its senior executives, including,
                without limitation, the Management Incentive Plan the terms of which
                will
                be determined by the Company, with the approval of the Executive,
                within
                90 days of the Effective Date. The Management Incentive Plan will
                provide
                for an annualized target bonus for the Executive of not less than
                Fifty
                Thousand Dollars ($50,000) payable semiannually for each year of
                Executive’s employment with the Company if the goals and objectives agreed
                between the Company and the Executive in connection with the finalization
                of the Management Incentive Plan are met or exceeded. 

               

              (d)  During
                the Term, the Company shall provide Executive with the same insurance
                and
                other benefits that the Company makes available to its other employees
                in
                accordance with the policies and procedures presently established
                by the
                Company or as may be changed from time to time.

               

              (e)  During
                the Term, the Executive shall be entitled to receive prompt reimbursement
                for all reasonable expenses incurred by the Executive in performing
                services hereunder, including all business travel and living expenses
                while away from home on business or at the request of and in the
                service
                of the Company; provided, that such expenses are incurred and accounted
                for in accordance with the policies and procedures presently established
                by the Company or as may be changed from time to time.

               

              (f)  The
                Executive shall be entitled to fifteen (15) vacation days in each
                calendar
                year, and to compensation in respect of earned but unused vacation
                days,
                determined in accordance with the Company's vacation plan or policy.
                The
                Executive shall also be entitled to all paid holidays provided by
                the
                Company to its executives. The Executive shall also be entitled to
                all
                other benefits provided by the Company to its executive
                employees.

            	 


    

     

    
      
        
        

      

      
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              (g)  If
                the Company relocates the principal executive offices of the Company
                to
                any location outside of the greater Dallas area of the State of Texas
                or
                the greater Tampa area of the State of Florida and the Executive
                agrees to
                relocate, the Company will pay the reasonable expenses incurred by
                the
                Executive in relocation. Relocation expenses to be paid by the Company
                shall include: (i) temporary living costs for up to six (6) months;
                (ii)
                all fees and expenses associated with the purchase of a residence
                in
                excess of the actual purchase price, such as, real estate agency
                commissions or fees, appraisal fees, credit reports, survey fees,
                inspection fees, recording fees for mortgage or deed, title insurance
                or
                guarantee premiums, and tax title search and attorney fees; (iii)
                all
                costs and expenses to transport the household goods and other possessions
                of the Executive including, but not limited to, packing (including
                disconnection of appliances), unpacking (including connection of
                appliances); and (iv) storage for up to six (6) months and the
                transportation of the Executive 's automobile. 

            	 


    

     

    7. VOLUNTARY
      TERMINATION BY EXECUTIVE; TERMINATION FOR CAUSE. The Executive shall have the
      right to voluntarily terminate this Agreement at any time upon no less than
      thirty (30) days prior written notice to the Company delivered in accordance
      with the provisions of Section 18. If this Agreement is terminated prior to
      the
      end of the Term by the voluntary resignation of the Executive or by the Company
      for Cause (following Executive’s failure to cure the applicable deficiency
      within the applicable time periods set forth in this Agreement), then the
      Executive shall be entitled to a Termination Payment equal to the aggregate
      amount of the following:

    


    (a)  his
      then
      current Base Salary earned under Section 6(a) of this Agreement, computed pro
      rata up to and including the Termination Date;

    


    (b)  a
      payment
      equal to all accrued but unused vacation, sick leave, and personal business
      days
      paid at a per diem rate equivalent to the Executive's then current Base
      Salary;

    


    (c)  reimbursement
      of any and all reasonable and necessary business expenses incurred through
      the
      Termination Date; 

    


    (d)  all
      options granted to the Executive as provided for in Section 6(b) of this
      Agreement to which the Executive is entitled under the Company Stock Plan that
      have fully vested up to and including the Termination Date; 

    


    (e)  any
      bonuses earned through the Termination Date, paid in accordance with the terms
      of the bonus plan pursuant to which any bonus may have been earned, except
      that
      the Executive's share of any cash bonus pool shall be computed pro rata based
      on
      the actual number of days during the year the Executive was employed by the
      Company; provided,
      however,
      nothing
      herein shall be construed to require the Company to calculate or pay any bonus
      prior to the regularly scheduled time for making such calculation or payment;
      

    


    (f)  all
      amounts fully vested prior to the Termination Date to which the Executive is
      entitled under any Company profit sharing plan, provided
      however,
      that
      nothing herein shall be construed to require the Company to calculate or pay
      any
      amount prior to the regularly scheduled time for making such calculation or
      payment; and

    


    
      
        
        

      

      
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    (g)  any
      and
      all other cash benefits previously earned through the Termination Date and
      deferred at the election of the Executive or pursuant to any deferred
      compensation plans then in effect.

    


    8. TERMINATION
      BY REASON OF DEATH OR DISABILITY. In the event of the termination of this
      Agreement prior to the end of the Term resulting from the death or Total
      Disability, the Executive shall be entitled to a Termination Payment equal
      to
      (a) the same amount he would have received upon a termination under Section
      7
      having the same Termination Date, plus (b) an amount equal to the Base Salary
      he
      would have earned during the six (6) month period following the Termination
      Date. In addition, all vested options granted to the Executive under the Company
      Stock Plan shall immediately and fully vest on the Termination Date.


    


    9. TERMINATION
      WITHOUT CAUSE OR ON OTHER GROUNDS. If this Agreement is terminated (a) by the
      Company prior to the end of the Term for any reason other than Cause,
      Disability, voluntary resignation or death or disability of Executive, or (b)
      by
      the Executive for Good Reason, then the Executive shall be entitled to, as
      the
      Executive's sole remedy:

     

    (a)  severance
      pay for a period beginning on the Termination Date and ending twelve months
      from
      such date in an amount equal to Executive’s then current monthly Base Salary (as
      determined by Section 6(a) of this Agreement) to be paid on the Company’s normal
      payroll cycle during the Severance Period;

    


    (b)  all
      options granted to the Executive under the Company Stock Option Plan shall
      immediately and fully vest on the Termination Date;

    


    (c)  a
      payment
      equal to all unused vacation, sick leave, and personal business days which
      the
      Executive would be entitled to for the remainder of the Term computed on a
      per
      diem rate equivalent to the Executive's then current Base Salary;

    


    (d)  reimbursement
      of any and all reasonable and necessary business expenses incurred through
      the
      Termination Date;

    


    (e)  all
      bonuses earned through the Termination Date, paid in accordance with the terms
      of the bonus plan pursuant to which any bonus may have been earned, except
      that
      the Executive's share of any cash bonus pool shall be computed pro rata based
      on
      the number of days lapsed from the first date that the Executive was entitled
      to
      participate in any such bonus plan through the Termination Date; provided,
      however,
      nothing
      herein shall be construed to require the Company to calculate or pay any bonus
      prior to the regularly scheduled time for making such calculation or
      payment;

    


    (f)  all
      amounts to which the Executive is entitled under any Company profit sharing
      plan
      computed pro rata based on the number of days lapsed from the first date that
      the Executive was entitled to participate in any such profit sharing plan
      through the Termination Date, provided
      however,
      that
      nothing herein shall be construed to require the Company to calculate or pay
      any
      amount prior to the regularly scheduled time for making such calculation or
      payment;

    


    (g)  any
      and
      all other cash benefits previously earned through the Termination Date and
      deferred at the election of the Executive or pursuant to any deferred
      compensation plans then in effect; and

    


    
      
        
        

      

      
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    (h)  monthly
      payments, for a period of thirteen months following the Termination Date, equal
      to the monthly premium required by the Executive to maintain his health
      insurance benefits pursuant to the Consolidated Omnibus Budget Reconciliation
      Act of 1985 ("COBRA") the Company's group health insurance plan. If the Company
      is not required to provide health benefits pursuant to COBRA, the Company shall
      provide such monthly payments as if it was required to provide such health
      benefits under COBRA.

    


    Notwithstanding
      the foregoing, the payments and benefits set forth in this Section 9 shall
      not
      be applicable unless Executive first (i) has executed a general release of
      all
      claims (in a form prescribed by the Company), (ii) has returned all property
      of
      the Company in Executive’s possession and (iii) if requested by the Board, has
      resigned as a member of the Board and as a member of all boards of directors
      of
      all subsidiaries of the Company, to the extent applicable.

    


    10. NONDISCLOSURE
      OF PROPRIETARY INFORMATION. In consideration of his employment and in part
      relying on the mutual covenants and agreements set forth herein, Executive
      shall
      execute and deliver that certain Employee Innovations and Proprietary Rights
      Assignment Agreement, in the form of Exhibit
      A
      hereto.

    


    11. ATTORNEY’S
      FEES. In the event that either party hereunder institutes any legal proceedings
      in connection with its rights or obligations under this Agreement, the
      prevailing party in such proceeding shall be entitled to recover from the other
      party, all costs incurred in connection with such proceeding, including
      reasonable attorneys' fees, together with interest thereon from the date of
      demand at the rate of twelve percent (12%) per annum.

    


    12. SUCCESSORS.
      This Agreement and all rights of the Executive shall inure to the benefit of
      and
      be enforceable by the Executive's personal or legal representatives, estates,
      executors, administrators, heirs and beneficiaries. In the event of the
      Executive's death, all amounts payable to the Executive under this Agreement
      shall be paid to the Executive's surviving spouse or the Executive's estate
      if
      the Executive dies without a surviving spouse. This Agreement shall inure to
      the
      benefit of, be binding upon and be enforceable by, any successor, surviving
      or
      resulting corporation or other entity to which all or substantially all of
      the
      business and assets of the Company shall be transferred whether by merger,
      consolidation, transfer or sale. 

    


    13. SEVERABILITY.
      The provisions of this Agreement shall be regarded as divisible, and if any
      of
      said provisions or any part hereof are declared invalid or unenforceable by
      a
      court of competent jurisdiction, the validity and enforceability of the
      remainder of such provisions or parts hereof and the applicability thereof
      shall
      not be affected thereby.

    


    14. AMENDMENT
      OR TERMINATION. This Agreement may be amended, superseded, canceled, renewed
      or
      extended, and the terms hereof may be waived, only by written instrument signed
      by the parties or, in the case of a waiver, by the party waiving compliance.
      No
      delay on the part of any party in exercising any right, power or privilege
      hereunder shall operate as a waiver thereof. Nor shall any waiver on the part
      of
      any party of any such right, power or privilege, nor any single or partial
      exercise of any such right, power or privilege, preclude any further exercise
      thereof or the exercise of any other such right, power or privilege.


    


    15. SURVIVAL
      OF CERTAIN TERMS. The provisions of paragraphs 10 and 11 shall survive
      termination of this Agreement.

    


    16. ENTIRE
      AGREEMENT. This Agreement sets forth the entire agreement between the Executive
      and the Company with respect to the subject matter hereof, and supersedes all
      prior oral or written agreements, negotiations, commitments and understandings
      with respect thereto. Each party to this Agreement acknowledges that no
      representations, inducements, or agreements, oral or otherwise, have been made
      by any party, or anyone acting on behalf of any party, which are not embodied
      herein, and no other agreement, statement or promise not contained in this
      Agreement shall be valid or binding. The parties hereto have had an opportunity
      to consult with their respective attorneys concerning the meaning and the import
      of this Agreement and each has read this Agreement, as signified by his/their
      signatures below, and are executing the same for the purposes and consideration
      herein expressed.

    


    
      
        
        

      

      
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    17. GOVERNING
      LAW. This Agreement and the Executive's and Company's respective rights and
      obligations hereunder shall be governed by and construed in accordance with
      the
      laws of the State of Texas applicable to agreements made and to be performed
      entirely within such State without giving effect to the provisions, principles,
      or policies thereof relating to choice or conflict laws, except to the extent
      that Federal law may apply.

    


    18. NOTICE.
      Any notice or other communication required or permitted hereunder shall be
      deemed given if in writing and delivered personally, telegraphed, telexed,
      sent
      by facsimile transmission or sent by certified, registered or express mail,
      postage prepaid. Any such notice shall be deemed given when so delivered
      personally or sent by overnight air courier or facsimile transmission or, if
      mailed, two days after the date of deposit in the United States mail, as
      follows:

    


    if
      to
      the Executive:

    


    Brian
      Day

    4
      Atkinson Lane

    Sudbury,
      MA 01776

    


    If
      to
      Viseon:

    


    Viseon,
      Inc.

    Attention:
      Chief Executive Officer

    17103
      Preston Rd. Suite 150N

    Dallas,
      TX 75248

    Facsimile: 972-735-9698

     

     

     

    Any
      party
      may be given notice in accordance with this Section by any other party at
      another address or person for receipt of notices, if such party so designates
      such other person or address in writing in accordance with this Section. All
      such notices and communications (and deliveries) shall be deemed to have been
      duly given: at the time delivered by hand, if personally delivered; when receipt
      is acknowledged, if transmitted electronically or by facsimile; on the next
      Business Day, if timely delivered to a courier guaranteeing overnight delivery;
      and five days after being deposited in the mail, if sent first class or
      certified mail, return receipt requested, postage prepaid.

    


    
      
        
        

      

      
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    19. BINDING
      EFFECT: NO ASSIGNMENT.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and legal representatives. This Agreement and any
      rights hereunder are not assignable except by operation of law or by the Company
      to any of its subsidiaries or Affiliates. Any other purported assignment shall
      be null and void.

    


    20. VARIATIONS
      IN PRONOUNS.
      Wherever
      the context shall so require, all words herein in the male gender shall be
      deemed to include the female or neuter gender and vice versa, all singular
      words
      shall include the plural, and all plural words shall include the singular.
      All
      pronouns and any variations thereof refer to the masculine, feminine or neuter,
      singular or plural, as the context may require.

    


    21. REPRESENTATION
      BY COUNSEL.
      Each
      party acknowledges that it has had the opportunity to be represented by separate
      independent counsel in the negotiation of this Agreement, that any such
      respective attorneys were of its own choosing, that each authorized
      representative has read this Agreement and that he understands its meaning
      and
      legal consequences to each party. If any or all Parties have chosen not to
      seek
      alternative counsel, said party or parties hereby acknowledge that he or they
      refrained from seeking alternative counsel entirely of his or their own volition
      and with full knowledge of the consequences of such a decision.

    


    22. PRESUMPTION
      AGAINST SCRIVENER. Each
      party waives the presumption that this Agreement is presumed to be in favor
      of
      the party which did not prepare it, in case of a dispute as to
      interpretation.

    


    23. CAPACITY.
      Each
      party represents and warrants that he has the authority to enter into this
      Agreement either on his own behalf or in an official capacity on behalf of
      a
      corporate party.

    


    24. OTHER
      INSTRUMENTS. The
      Parties hereto covenant and agree that they will execute such other and further
      instruments and documents as are or may become necessary or convenient to
      effectuate and carry out the business obligations and duties created by this
      Agreement.

    


    25. NO
      WAIVER. No waiver by either party at any time of any breach by the other party
      of, or compliance with, any condition or provision of this Agreement to be
      performed by the other party shall be deemed a waiver of similar or dissimilar
      provisions or conditions at the same time or any prior or subsequent
      time.

    


    26. HEADINGS.
      The headings used
      in this
      Agreement are for administrative
      purposes only and do not constitute substantive matter to be considered in
      construing the terms and
      shall
      not affect the interpretation of this Agreement.

    


    27. COUNTERPARTS.
      This Agreement may be executed by the parties hereto in separate counterparts,
      each of which when so executed and delivered shall be an original, but all
      such
      counterparts shall together constitute one and the same instrument. Each
      counterpart may consist of a number of copies hereof each signed by less than
      all, but together signed by all of the parties hereto.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, each of the undersigned has duly executed this Agreement,
      to be
      effective in all respects as of the date and year first above
      written.

     

    
      	 	 	 
	 	VISEON,
              INC.
	 
 	 
 	 
 
	 	 	/s/ Sean
              E. Belanger
	 	
              
By:   
Sean
              E. Belanger
	 	Its:  
Chief
              Executive Officer


      	 	 	 
	 	 
	 	EXECUTIVE
	 
 	 
 	 
 
	 	  	/s/ Brian
              R. Day
	 	
              
Brian
              R. Day


  

     

     

    
      
        
        

      

      
        10