EXHIBIT 10.54


SILICON VALLEY BANK


                            SECURED PROMISSORY NOTE


$1,000,000                                                      DECEMBER 5, 2001

         FOR VALUE RECEIVED, the undersigned (the "Borrower") promises to pay to
the order of SILICON VALLEY BANK ("Silicon"), at 3003 Tasman Drive, Santa Clara,
California 95054, or at such other address as the holder of this Note shall
direct, the principal sum of ONE MILLION DOLLARS ($1,000,000), or such lesser or
greater amount as shall be equal to the unpaid balance of the "Exim Loans" as
defined in the Loan and Security Agreement (Exim Program) between Borrower and
Silicon of even date herewith (the "Loan Agreement").

         The principal amount of this Note shall be payable on the date the Loan
Agreement terminates by its terms or is terminated by either party in accordance
with its terms.

         This Note shall bear interest on the unpaid principal balance hereof
from time to time outstanding at a rate equal to the interest rate set forth in
the Loan Agreement.

         Accrued interest on this Note shall be payable monthly in accordance
with the terms of the Loan Agreement. Any accrued interest not paid when due
shall bear interest at the same rate as the principal hereof.

         Principal of and interest on this Note shall be payable in lawful money
of the United States of America. If a payment hereunder becomes due and payable
on a Saturday, Sunday or legal holiday, the due date thereof shall be extended
to the next succeeding business day, and interest shall be payable thereon
during such extension.

         In the event any payment of principal or interest on this Note is not
paid in full when due, or if any other default or event of default occurs
hereunder, under the Loan Agreement or under any other present or future
instrument, document, or agreement between the Borrower and Silicon
(collectively, "Events of Default"), Silicon may, at its option, at any time
thereafter, declare the entire unpaid principal balance of this Note plus all
accrued interest to be immediately due and payable, without notice or demand.
The acceptance of any installment of principal or interest by Silicon after the
time when it becomes due, as herein specified, shall not be held to establish a
custom, or to waive any rights of Silicon to enforce payment when due of any
further installments or any other rights, nor shall any failure or delay to
exercise any rights be held to waive the same.

         All payments hereunder are to be applied first to costs and fees
referred to hereunder, second to the payment of accrued interest and the
remaining balance to the payment of principal. Silicon shall have the continuing
and exclusive right to apply or reverse and reapply any and all payments
hereunder.


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         The Borrower agrees to pay all costs and expenses (including without
limitation attorney's fees) incurred by Silicon in connection with or related to
this Note, or its enforcement, whether or not suit be brought. The Borrower
hereby waives presentment, demand for payment, notice of dishonor, notice of
nonpayment, protest, notice of protest, and any and all other notices and
demands in connection with the delivery, acceptance, performance, default, or
enforcement of this Note, and the Borrower hereby waives the benefits of any
statute of limitations with respect to any action to enforce, or otherwise
related to, this Note.

         This Note is secured by the Loan Agreement and all other present and
future security agreements between the Borrower and Silicon. Nothing herein
shall be deemed to limit any of the terms or provisions of the Loan Agreement or
any other present or future document, instrument or agreement, between the
Borrower and Silicon, and all of Silicon's rights and remedies hereunder and
thereunder are cumulative.

         In the event any one or more of the provisions of this Note shall for
any reason be held to be invalid, illegal or unenforceable, the same shall not
affect any other provision of this Note and the remaining provisions of this
Note shall remain in full force and effect.

         No waiver or modification of any of the terms or provisions of this
Note shall be valid or binding unless set forth in a writing signed by a duly
authorized officer of Silicon, and then only to the extent therein specifically
set forth. If more than one person executes this Note, their obligations
hereunder shall be joint and several.

         SILICON AND BORROWER EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN
ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO:
(i) THIS NOTE; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT
BETWEEN SILICON AND BORROWER; OR (iii) ANY CONDUCT, ACTS OR OMISSIONS OF SILICON
OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR
ANY OTHER PERSONS AFFILIATED WITH SILICON OR BORROWER; IN EACH OF THE FOREGOING
CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.

         This Note is payable in, and shall be governed by the laws of, the
State of California.

                                        VISEON, INC.,
                                        a Nevada corporation


                                        By
                                           -------------------------------------
                                                                       President

                                        By
                                           -------------------------------------
                                                                       Secretary
22,785


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