**THE OBLIGATIONS UNDER THIS SECURITY AGREEMENT ARESUBORDINATED TO THE CLAIMS OF WELLS FARGO BUSINESS CREDIT, INC. PURSUANT TO ANDIN ACCORDANCE WITH THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT OF EVENDATE HEREWITH BETWEEN SECURED PARTY (AS DEFINED BELOW) AND WFB, AS AMENDED(COLLECTIVELY, THE “SUBORDINATION AGREEMENT”)**

SECURITYAGREEMENT

             THISSECURITY AGREEMENT dated as of October 2, 2001 (including all annexes,exhibits and schedules hereto, as the same may be amended, restated,supplemented or otherwise modified from time to time, this “Agreement”), ismade by VISEON, INC. (“Borrower”), in favor of DIGITAL INVESTORS, L.L.C., aNevada limited liability company (“Secured Party”).

 

RECITALS

 

             A.         Pursuant to that certain PromissoryNote of even date herewith by and among Borrower and Secured Party (as amended,extended, restated, supplemented or otherwise modified from time to time, (the“Note”), Secured Party is extending credit to Borrower, all on the terms andsubject to the conditions set forth therein.

             B.          Borrower is either a directbeneficiary of the borrowings made available to Borrower under the Note.

             C.          In order to induce Secured Party tomake the loan and enter into the Note, Borrower has agreed to enter into thisAgreement.

 

AGREEMENT

 

             NOW,THEREFORE, in consideration of the premises and the covenants hereinaftercontained, and to induce Secured Party to make the loan commitment and advancedfunds pursuant to the Note, the parties agree as follows:

             1.          Definitions.  The following capitalized terms shall havethe following respective meanings:

                           “AccountDebtor” means any Person who is obligated under an Account.

                           “Accounts”means all “accounts,” as such term is defined in the UCC, now owned orhereafter acquired by any Person, including (a) all accounts receivable, otherreceivables, book debts, and other forms of obligations (other than forms ofobligations evidenced by Chattel Paper, Documents, or Instruments), whetherarising out of goods sold or services rendered by it or from any other transaction(including any such obligations that may be characterized as an account orcontract right under the UCC), (b) all purchase orders or receipts for goods orservices, (c) all rights to any goods represented by any of the foregoing(including unpaid sellers' rights of rescission, replevin, reclamation, andstoppage in transit and rights to returned, reclaimed, or repossessed goods),(d) all monies due or to become due to such Person under all purchase ordersand contracts for the sale of goods or the performance of services or both bysuch Person or in connection with any other transaction (whether or not yetearned by performance on the part of such Person), including the right toreceive the proceeds of said purchase orders and contracts, and (e) allcollateral security and guaranties of any kind given by any Person with respectto any of the foregoing.  Borrower hasprovided a true, correct and complete list of all of its accounts to securedparty on Schedule 5.

                           “Booksand Records” means, with respect to any Person, all books, records, boardminutes, contracts, licenses, insurance policies, environmental audits,business plans, files, accounting books and records, financial statements(actual and pro forma), and filings with Governmental Authorities.

                           “ChattelPaper” means all “chattel paper,” as such term is defined in the UCC, nowowned or hereafter acquired by any Person, wherever located.

                           “Claim”means any and all: (a) suits, actions, or proceedings in any court or forum, atlaw, in equity or otherwise; (b) costs, fines, deficiencies, or penalties; (c)asserted claims or demands by any Person; (d) arbitration demands, proceedings,or awards; (e) damages, losses, liabilities, and expenses (including reasonableattorneys' fees and disbursements and other costs of collection, defense, orappeal); (f) enforcement of rights and remedies; or (g) criminal, civil, orregulatory investigations.

                           “Collateral”means all right, title, and interest of Borrower or any Subsidiary of Borrowerin, to and under any property, whether now existing or hereafter acquired, realor personal, tangible or intangible, and whether owned by, consigned to, heldby, or under the care, custody, or control of, Borrower or such Subsidiary,including all Accounts, Books and Records, Chattel Paper, Contracts, Documents,Equipment, Fixtures, General Intangibles (including all Intellectual Property,Stock, Claims, contract rights, payment intangibles, and choses in action),Goods, Instruments, Inventory, Investment Property, Letter of Credit Rights,money, cash, and cash equivalents, real property interests, Supporting Obligations, Collection Accounts,  Deposit Accounts, (and any other bankaccounts maintained by Borrower at Senior Lender or any other institution),and all of Borrower’s or any Subsidiary's other interests in property of everykind and description, and the products, profits, and rents of, dividends ordistributions on, accessions to, and all Proceeds (including insuranceproceeds) of any of the foregoing, regardless of whether the foregoing, or anyportion of it, constitutes property as to which the UCC provides for theperfection of a Lien, and all rights and remedies applicable to such property,but excluding, in all events, Hazardous Materials.

                           “CollectionAccounts” means any of the bank accounts in the name of Borrower maintainedat Senior Lender.

                           “Contracts”means all “contracts,” as such term is defined in the UCC, now owned orhereafter acquired by any Person, including all contracts, undertakings, oragreements (other than rights evidenced by Chattel Paper, Documents, orInstruments), including any agreement relating to the terms of payment or theterms of performance of any Account.

                           “Default”means the occurrence of an Event of Default.

                           “DepositAccount” means any demand, time, savings, passbook or similar accountmaintained by any Person with Senior Lender or any other bank or financialinstitution.

                           “Documents”means all “documents,” as such term is defined in the UCC, now owned orhereafter acquired by any Person, wherever located, including all bills oflading, dock warrants, dock receipts, warehouse receipts, and other documentsof title, whether negotiable or non–negotiable.

                           “EnvironmentalLaws” means any and all federal, state, local, and municipal laws, rules,orders, regulations, statutes, ordinances, codes, decrees, or requirements ofany Governmental Authority regulating, relating to, or imposing liability orstandards of conduct concerning, environmental protection matters, includingHazardous Materials, as now or hereafter in effect.

                           “Equipment”means all “equipment,” as such term is defined in the UCC, now owned orhereafter acquired by any Person, wherever located, including all machinery andequipment, including processing equipment, conveyors, machine tools, dataprocessing and computer equipment with software and peripheral equipment, andall engineering, processing, and manufacturing equipment, office machinery,furniture, materials handling equipment, tools, attachments, accessories,automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motorvehicles, rolling stock, and other equipment of every kind and nature, tradefixtures, and fixtures, together with all additions and accessions thereto,replacements therefor, all parts therefor, all substitutes for any of theforegoing, fuel therefor, and all manuals, drawings, instructions, warranties,and rights with respect thereto.

                           “Event(s)of Default” means any of the enumerated acts or omissions set forth in theNote or in Section 15.1 hereinbelow.

                           “FiscalMonth” means any of the monthly accounting periods of Borrower.

                           “Fixtures”means “fixtures,” as such term is defined in the UCC, now owned or hereafteracquired by any Person, wherever located.

                           “GAAP”means generally accepted accounting principles as in effect from time to timein the United States, applied on a basis consistent with past practices.

                           “GeneralIntangibles” means all “general intangibles,” as such term is defined inthe UCC, now owned or hereafter acquired by any Person, including all customerlists, licenses, copyrights, trademarks, patents, and all applications thereforand reissues, extensions, or renewals thereof, rights in Intellectual Property,interests in partnerships, joint ventures, and other business associations,Licenses, permits, trade secrets, proprietary or confidential information,inventions (whether or not patented or patentable), technical information,procedures, designs, knowledge, know–how, software, data bases, data,skill, expertise, experience, processes, models, drawings, materials andrecords, Goodwill (including the Goodwill associated with any IntellectualProperty), all rights and claims in or under insurance policies (includinginsurance for fire, damage, loss, and casualty, whether covering personalproperty, real property, tangible rights or intangible rights, all liability,life, key man, and business interruption insurance, and all unearned premiums),uncertificated securities, certificated securities, choses in action, deposit,checking, and other bank accounts, rights to receive tax refunds and otherpayments, rights to receive dividends, distributions, cash, instruments, andother property in respect of or exchange for pledged shares or other equityinterests, rights of indemnification, all Books and Records, correspondence,credit files, invoices and other papers, including all tapes, cards, computerruns, and other papers and documents in the possession or under the control ofsuch Person or any computer bureau or service company from time to time actingfor such Person.

                           “Goods”means all “goods,” as such term is defined in the UCC, now owned or hereafteracquired by any Person, wherever located, including movables, fixtures,equipment, inventory, or other tangible property.

                           “Goodwill”means all goodwill, trade secrets, proprietary or confidential information,technical information, procedures, formulae, quality control standards,designs, operating and training manuals, customer lists, and distributionagreements now owned or hereafter acquired by any Person.

                           “HazardousMaterial” means any substance, material, or waste, the generation,handling, storage, treatment, or disposal of which is regulated by anyGovernmental Authority, or forms the basis of liability under any EnvironmentalLaw in any jurisdiction in which Borrower or any of its Subsidiaries has owned,leased, or operated real property or disposed of hazardous materials.

                           “Instruments”means all “instruments,” as such term is defined in the UCC, now owned orhereafter acquired by any Person, wherever located, including all certificatedsecurities, all certificates of deposit, and all notes and other evidences ofindebtedness, other than Instruments that constitute, or are a part of a groupof writings that constitute, Chattel Paper.

                           “IntellectualProperty” means all of the following now owned or hereafter acquired by anyPerson:  (a) patents, trademarks, tradedress, trade names, service marks, copyrights, trade secrets, and all otherintellectual property or Licenses thereof; and (b) all Proceeds of theforegoing.

                           “Inventory”means all “inventory,” as such term is defined in the UCC, now owned orhereafter acquired by any Person, wherever located, including inventory,merchandise, goods, and other personal property that are held by or on behalfof such Person for sale or lease or are furnished or are to be furnished undera contract of service, or that constitute raw materials, work in process, ormaterials used or consumed or to be used or consumed in such Person's businessor in the processing, production, packaging, promotion, delivery, or shippingof the same, including other supplies.

                           “InvestmentProperty” means all “investment property,” as such term is defined in theUCC in those jurisdictions in which such definition has been adopted, now ownedor hereafter acquired by any Person, including (a) all securities, whethercertificated or uncertificated, including stocks, bonds, interests in limitedliability companies, partnership interests, treasuries, certificates ofdeposit, and mutual fund shares; (b) all securities entitlements of suchPerson, including the rights of such Person to any securities account and thefinancial assets held by a securities intermediary in such securities account andany free credit balance or other money owing by any securities intermediarywith respect to that account; (c) all securities accounts held by any Person,(d) all commodity contracts held by any Person; and (e) all commodity accountsheld by any Person.

                           “Letterof Credit” means an irrevocable commercial or standby letter of creditissued for the account of a Person.

                           “Letterof Credit Rights” means all “letter of credit rights,” as such term isdefined in the UCC in those jurisdictions in which such definition has beenadopted, now owned or hereafter acquired by any Person, including any right topayment under a Letter of Credit.

                           “License”means any license under any written agreement now owned or hereafter acquiredby any Person granting the right to use any Intellectual Property or otherlicense of rights or interests now held or hereafter acquired by any Person.

                           “Liens”means any lien, pledge, mortgage, security interest, charge or encumbrance ofany kind (including, without limitation, the interest of a lessor under aCapital Lease having substantially the same economic effect), any agreement togive or refrain from giving any lien, pledge, mortgage, security interest,charge or other encumbrance of any kind, any conditional sale or other title retentionagreement, any lease in the nature thereof and the filing of any financingstatement or other similar form of notice under the laws of any jurisdiction.

                           “Obligationsto Secured Party” means any and all present and future loans, advances,indebtedness, claims, guarantees, liabilities or obligations of the Company orany Guarantor owing to the Secured Party or any Affiliate of the Secured Party(or any assignee or transferee of the Secured Party or such Affiliate), ofwhatever nature, character or description, arising under or in connection withthis Agreement, the Note or otherwise, any and all agreements, instruments orother documents heretofore or hereafter executed or delivered in connectionwith any of the foregoing, in each case whether due or not due, direct orindirect, joint and/or several, absolute or contingent, voluntary orinvoluntary, liquidated or unliquidated, determined or undetermined, now orhereafter existing, amended, renewed, extended, exchanged, restated,refinanced, refunded or restructured, whether or not from time to timedecreased or extinguished and later increased, created or incurred, whether forprincipal, interest, premiums, fees, costs, expenses (including, withoutlimitation, attorney’s fees) or other amounts incurred for administration,collection, enforcement or otherwise, whether or not arising after thecommencement of any proceeding under the Bankruptcy law (including, withoutlimitation, post-petition interest) and whether  or not allowed or allowable as a claim in any such proceeding,and whether or not recovery of any such obligation or liability may be barredby any statute of limitations or such Indebtedness, claims, liability orobligation may otherwise be unenforceable.

                           “PermittedLiens” means, collectively, Liens of the Company or any Guarantor arisingby reason of (i) any attachment, judgment, decree or order of any governmentalAuthority, so long as such Lien is being contested in good faith within thirty(30) days of such Person’s knowledge thereof and is either adequately bondedfor execution thereon has been stayed pending appeal of review, and anyappropriate legal proceedings which may have been duly initiated for the reviewof such attachment, judgment, decree or order shall not have been finallyterminated or the period within which such proceedings may be initiated shallnot have expired; (ii) Taxes, assessments or other governmental charges thatare not yet delinquent or that are being contested in good faith; (iii)security for payment of workers’ compensation or other insurance; (iv)reasonable security for the performance of real property leases; (v) depositsto secure public or statutory obligations or in lieu of surety or appeal bondsentered into in the ordinary course of business; (vi) operation of law in favorof carriers, warehouse owners, landlords, storage facilities or mechanicsincurred in the ordinary course of business for sums that are not yetdelinquent or are being contested in good faith by negotiation or byappropriate proceedings that suspend the collection thereof and, if required byGAAP, are appropriately reserved for on the books of such Person; and (vii)easements, rights-of-way, zoning and similar covenants and restrictions andother similar encumbrances or title defects that, in the aggregate, are notmaterial in amount; provided, however, that each of the Liens described in theforegoing clauses (i) through (vii) inclusive shall only constitute a PermittedLien  so long as such Lien individuallydoes not, or so long as all such Liens do not, materially interfere with theconduct of such Person’s business or creates a Material Adverse Change.  Notwithstanding the foregoing, Secured Partyrecognizes the existence and priority of the Liens set forth on Schedule 1.

                           “Proceeds”means “proceeds,” as such term is defined in the UCC, including:  (a) any and all proceeds of anyinsurance, indemnity, warranty, or guaranty payable to any Person from time totime with respect to any Collateral; (b) any and all payments (in any formwhatsoever) made or due and payable to any Person from time to time inconnection with any requisition, confiscation, condemnation, seizure, orforfeiture of any Collateral by any Governmental Authority (or any Personacting under color of Governmental Authority); (c) any claim of any Personagainst third parties for past, present, or future infringement or dilution ofany Intellectual Property or for injury to the Goodwill associated with anyIntellectual Property; (d) any recoveries by any Person against thirdparties with respect to any litigation or dispute concerning any Collateral;and (e) any and all other amounts from time to time paid or payable underor in connection with any Collateral, upon disposition or otherwise.

                           “SecuredObligations” mean any and all “Obligations to Secured Party” (as such termis defined hereinabove), and all covenants and duties regarding such amounts,of any kind or nature, present or future, contingent or liquidated, whether ornot evidenced by any note, agreement or other instrument, the payment orperformance of which is provided for or arises now or hereafter under or inconnection with the Note or this Agreement.

                           “SeniorIndebtedness” shall mean the indebtedness outstanding to Wells FargoBusiness Credit, Inc., pursuant to the Amended and Restated Credit and SecurityAgreement dated as of April 16, 1998, by and between Borrower and Wells FargoBusiness Credit, Inc. as amended.

                           “SeniorLiens” shall mean the Liens granted to the Senior Lender pursuant to theSenior Indebtedness collateral documents.

                           “Stock”means all certificated and uncertificated shares, options, warrants, general orlimited partnership interests, participation or other equivalents (regardlessof how designated) of or in a corporation, partnership, limited liabilitycompany, or equivalent entity, whether voting or nonvoting, including commonstock, preferred stock, or any other “equity security” (as such term is definedin Rule 3a11–1 of the General Rules and Regulations promulgated by theSecurities and Exchange Commission under the Securities Exchange Act.

                           “SupportingObligations” means “supporting obligations,” as such term is defined in theUCC in those jurisdictions in which such definition has been adopted, now ownedor hereafter acquired by any Person.

                           “TerminationDate” shall mean the date that all Secured Obligations are fully andfinally paid and satisfied in cash in full.

                           “UCC”means the Uniform Commercial Code as the same may, from time to time, beenacted and in effect in the State of Texas; provided, that in the eventthat, by reason of mandatory provisions of law, any or all of the attachment,perfection, or priority of Senior Lender's Lien on any Collateral is governedby the Uniform Commercial Code as enacted and in effect in a jurisdiction otherthan the State of Texas, the term “UCC” shall mean the UniformCommercial Code as enacted and in effect in such other jurisdiction solely forpurposes of the provisions hereof relating to such attachment, perfection, orpriority and for purposes of definitions related to such provisions.

             2.          Assignment and Grant of Security.  Borrower hereby assigns and pledges toSecured Party and hereby grants to Secured Party a security interest (subject,as to priority, only to the Senior Liens and those Permitted Liens that wouldbe prior to Secured Party’s Lien as a matter of law) in, the entire right,title and interest of Borrower and its Subsidiaries, in and to the Collateral.

             3.          Security for Secured Obligations.This Agreement creates a security interest (subject, as to priority, only tothe Senior Liens and those Permitted Liens that would be prior to SecuredParty’s Lien as a matter of law) in and to the Collateral, securing the paymentand performance of any and all Secured Obligations now or hereafter existing ofBorrower, each of its Subsidiaries, any guarantor or any other Person.  Without limiting the generality of theforegoing, this Agreement secures the payment of all amounts which constitutepart of the Secured Obligations and would be owed by Borrower, any of itsSubsidiaries, any guarantor or any other Person to Secured Party, but for thefact that they are unenforceable or not allowable due to the existence of abankruptcy, reorganization or similar proceeding under any Bankruptcy Lawinvolving Borrower, any of its Subsidiaries, any guarantor or any other Person(including all such amounts which would become due or would be secured but forthe filing of any petition in bankruptcy, or the commencement of anyinsolvency, reorganization or like proceeding of Borrower, any of itsSubsidiaries, any guarantor or any other Person under any Bankruptcy Law).

             4.          Borrower Remains Liable.  Anything herein to the contrarynotwithstanding, (a) until the Secured Obligations have been fully and finallypaid in cash, Borrower shall remain liable under the contracts and agreementsincluded in the Collateral to the extent set forth therein to perform all ofits duties and obligations thereunder to the same extent as if this Agreementhad not been executed, (b) the exercise by Secured Party of any of the rightshereunder shall not release Borrower from any of its duties or obligationsunder the contracts and agreements included in the Collateral unless expresslyand specifically agreed to by Secured Party in writing, and (c) Secured Partyshall not have any obligation or liability under the contracts and agreementsincluded in the Collateral by reason of this Agreement, nor shall Secured Partybe obligated to perform any of the obligations or duties of Borrower thereunderor to make any payment, or to make any inquiry as to the nature or thesufficiency of any payment received by it or the sufficiency of any performanceby any party under any Contract or License, or to present or file any claim, orto take any action to collect or enforce any performance or the payment of anyamounts which may have been assigned to it or to which it may be entitled atany time or times.  All rights andsecurity interests of Secured Party in the Collateral shall be absolute andunconditional, irrespective of: (i) any lack of validity or enforceability ofany of the Secured Obligations or any other agreement or instrument relatingthereto; (ii) any change in the time, manner or place of payment of, or in anyother term of, all or any of the Secured Obligations, or any other amendment orwaiver of or any consent to any departure from terms of the Note or any otherdocument; (iii) any exchange, release or non–perfection of any Collateralfor all or any of the Secured Obligations; or (iv) any other circumstance whichmight otherwise constitute a defense available to Borrower, or a discharge ofBorrower’s obligations, with respect to the validity or enforceability of asecurity interest to the Collateral.

             5.          Agreement With Respect toCollateral.  Borrower and SecuredParty agree that to the extent that any of the Collateral may be deemed to be aFixture as opposed to Equipment, Inventory or any other form of Collateral thatmay be perfected by the filing of a UCC financing statement, it is theintention of each of these parties that such Collateral be deemed to beEquipment, Inventory or any other form of Collateral that may be perfected bythe filing of a UCC financing statement and such Collateral not be deemed to bea Fixture.

             6.          Representations and Warranties.  Borrower represents and warrants, withrespect to itself and the Collateral, as follows:

                           (a)         except as specifically disclosed in themost recent schedule of Accounts delivered to Secured Party: (i) each Accountarises out of a bonafide sale and delivery of goods or renditionof services by Borrower in the ordinary course of its business and is notevidenced by a judgment, Instrument or Chattel Paper; (ii) there are no knownsetoffs, claims, or disputes existing or asserted with respect thereto andBorrower has not agreed and will not agree with the applicable Account Debtorwithout Secured Party's consent to (A) any deduction therefrom, (B) anyextension of time for the payment thereof, (C) any compromise or settlementfor less than the full amount thereof, or (D) any release, in whole or inpart, of any Person liable therefor, except as to all of the foregoingdeductions, extensions, compromises, settlements, or  releases allowed by Borrower in the ordinary course of its businessand disclosed to Secured Party; provided, that the aggregate amount ofsuch deductions, extensions, compromises, settlements, or releases shall notexceed $1,000 in any Fiscal Month; (iii) there are no facts, events, oroccurrences that Borrower knows or should know that in any way impair thevalidity, collectability, or enforceability thereof or tend to reduce theamount payable thereunder as reflected on the invoices, statements, andschedules of Accounts delivered to Secured Party with respect thereto, or thatmight result in any material adverse change in the financial condition of theapplicable Account Debtor or the collectability thereof; and (iv) Borrowerhas no knowledge that the applicable Account Debtor is unable generally to payits debts as they become due;

                           (b)        the amounts reflected on all records,invoices, statements, and schedules of Accounts with respect thereto (i) to theknowledge of Borrower, are actually and absolutely owing to Borrower asindicated thereon and (ii) are not in any way contingent;

                           (c)         no payments have been made on anyAccount, and;

                           (d)        to the best of Borrower’s knowledge, theapplicable Account Debtor has the capacity to contract;

                           (e)         (i) all Inventory of Borrower(A) is, and will continue to be, located at one of the locations set forthon Schedule 2 or (B) is being shipped directly to a customer ofBorrower and such Inventory is scheduled to arrive at its destination within 15days after shipment or between two of the locations set forth on Schedule 2,(ii) such Inventory has not been consigned to any Person, (iii) suchInventory has been and will be produced in compliance with all Applicable Laws,including the minimum wage and overtime pay provisions of the Fair LaborStandards Act, (iv) Borrower has good, indefeasible, and merchantabletitle to such Inventory and such Inventory is not subject to any Lien ordocument whatsoever except for Liens in favor of Senior Lender, Liens toSecured Party and other Permitted Liens, (v) such Inventory is not subject to anylicensing, patent, royalty, trademark, trade name, or copyright agreements withany third parties that would require any consent of any third party upon saleor disposition thereof or the payment of any monies to any third party as acondition precedent to any such sale or other disposition, and (vi) thecompletion of manufacture, sale, or other disposition of such Inventory bySecured Party following a Default or Event of Default shall not require theconsent of any Person and shall not constitute a breach or default under anycontract or agreement to which Borrower is a party or to which any of itsproperty is subject;

                           (f)         the chief place of business and chiefexecutive office of Borrower and the office where Borrower keeps all of itsrecords concerning the Accounts, are located at 8700 N. Stemmons Freeway, Suite310, Dallas, Texas  75247;

                           (g)        all Chattel Paper, promissory notes orother Instruments evidencing the Accounts have been pledged to Secured Partyand, when the Senior Indebtedness has been fully and finally paid and satisfiedin cash, the Chattel Paper and Instruments shall be duly endorsed andaccompanied by such duly executed instruments of transfer or assignment as arenecessary for such pledge, to be held as pledged collateral;

                           (h)        Borrower is the legal and beneficialowner of, or has valid leasehold title to, the Collateral pledged by it freeand clear of any Lien, security interest, option or other charge or encumbranceexcept for the security interest created by this Agreement (other than SeniorLiens and Permitted Liens).  Noeffective financing statement or other similar document used to perfect andpreserve a security interest under Applicable Laws of any jurisdiction coveringall or any part of the Collateral is on file in any recording office, exceptsuch as may have been filed (i) in respect of Senior Liens and Permitted Liensand (ii) in favor of Secured Party relating to this Agreement.  As of the date hereof, Borrower operatesunder the trade names set forth on Schedule 3 hereto (and noothers).  Borrower (including anycorporate or partnership predecessor) has not existed or operated under anyname other than VISEON, INC. or as stated on Schedule 3 since the dateof Borrower’s incorporation;

                           (i)          Borrower has possession and/or controlof the Equipment and Inventory pledged by it hereunder;

                           (j)          This Agreement creates a valid andcontinuing security interest (subject, as to priority, only to the Senior Liensand those Permitted Liens that would be prior to Secured Party’s Lien as amatter of law) in the Collateral, securing the payment of the SecuredObligations which upon filings and other necessary actions to perfect suchsecurity interest (subject, as to priority, only to the Senior Liens and thosePermitted Liens that would be prior to Secured Party’s Lien as a matter of law)will create a perfected security interest in such Collateral, to the extentthat such security interest can be perfected by filing a UCC financingstatement.  This Agreement is a valid,binding and enforceable obligation of Borrower.  Upon filing the necessary financing statements, Secured Party’sLien (i) is prior to all other Liens except Liens granted to the Senior Lendersecuring the Senior Indebtedness and those Permitted Encumbrances that would beprior to Secured Party’s Lien as a matter of law, and (ii) is enforceable assuch as against creditors of, and purchasers from, Borrower and as against anypurchaser of real property where any of the Fixtures or Equipment are locatedand any future creditor obtaining a Lien on such real property.  Upon filing of necessary financingstatements, all such action as is necessary in law has been taken (i) toestablish and perfect Secured Party’s Lien in each item of the Collateral withrespect to which Liens may be perfected by such filings (other than items ofCollateral for which Secured Party’s Lien may be perfected only by possessionthereof and which are in the possession of the Senior Lender or which SeniorLender requires Borrower to retain possession), and (ii) to entitle SecuredParty to exercise the rights and remedies provided in each of this Agreement, the Note and the UCC.  Borrower shall not at any time take anyaction which shall cause this section to become not true and correct, andBorrower shall at all times take all such action as may be necessary to causethis section to remain true and correct. If, at any time, there are Liens on any Collateral, other than Lienssecuring the Senior Indebtedness or Permitted Liens or Liens granted to SecuredParty, Borrower shall use its best efforts to remove such conflicting Lienswithin 30 days thereafter and, in any event, shall remove such conflictingLiens within 60 days thereafter;

                           (k)         No consent of any other Person (otherthan Wells Fargo Business Credit, Inc.) and no authorization, approval or otheraction by, and no notice to or filing with, any Governmental Authority that hasnot been obtained, made or given is required (i) for the pledge by Borrower ofthe Collateral pledged by it hereunder, for the grant by Borrower of thesecurity interest granted hereby or for the execution, delivery or performanceof this Agreement by Borrower, (ii) as to Collateral with respect to whichLiens may be perfected by such filings, for maintenance of the pledge, assignmentand security interest created hereby or for the perfection of the pledge,assignment and security interest created hereby by filing a UCC–1financing statement centrally, or in the case of dual filing states, centrallyand at the county level, as applicable, other than the filing of appropriatecontinuation statements, or (iii) except as otherwise provided by law, for theexercise by Secured Party of the rights provided for in this Agreement or theremedies in respect of the Collateral pursuant to this Agreement;

                           (l)          Borrower possesses all materiallicenses and permits, including but not limited to all applicable certificatesof occupancy, licenses and permits required for the operations of its business;and

                           (m)        Schedule 4 hereto is a complete andcorrect list of all (i) deposit accounts (demand, time, special or other)maintained by or in which Borrower has an interest and correctly describes thefinancial institution in which such account is maintained (including thespecific branch), the address and ABA number of such institution, the officerof such institution having primary responsibility for Borrower’s accounts, theaccount number and type (as supplemented from time to time by Borrower bywritten notice to Secured Party) and (ii) Chattel Paper, promissory notes andother Instruments in which Borrower has an interest.

             7.          Further Assurances.

                           (a)         Unless this requirement is specificallywaived in writing by Secured Party, Borrower agrees to promptly obtain thenecessary consent to or waiver of such restriction from any Person so as toenable Borrower to effectively grant to Secured Party a security interest underthis Agreement.

                           (b)        Borrower agrees that from time to time,at the expense of Borrower, Borrower will promptly execute and deliver allfurther instruments and documents, and take all further action, that may benecessary or desirable, or that Secured Party may reasonably request, in orderto perfect and protect any pledge, assignment or security interest granted orpurported to be granted hereby, and the priority thereof, or to enable SecuredParty to exercise and enforce its rights and remedies hereunder with respect toany Collateral.  Without limiting thegenerality of the foregoing, upon written request by Secured Party, Borrowerwill:  (i) mark conspicuously eachChattel Paper, and, at the request of Secured Party, each of its recordspertaining to the Collateral with the following legend:

**THIS INSTRUMENT IS SUBJECT TO A SECURITY INTEREST AND LIENPURSUANT TO A SECURITY AGREEMENT DATED OCTOBER 2, 2001 (THE “SECURITYAGREEMENT”) MADE BY BORROWER IN FAVOR OF DIGITAL INVESTORS, L.L.C., AS SECUREDPARTY.  THE OBLIGATIONS UNDER THESECURITY AGREEMENT ARE SUBORDINATED TO THE CLAIMS OF WELLS FARGO BUSINESSCREDIT, INC. PURSUANT TO AND IN ACCORDANCE WITH THE TERMS OF THAT CERTAINSUBORDINATION AGREEMENT OF EVEN DATE HEREWITH BETWEEN SECURED PARTY AND WELLSFARGO BUSINESS CREDIT, INC., AS AMENDED.**

or such other legend, in form andsubstance satisfactory to and as specified by Secured Party, indicating thatsuch Chattel Paper or Collateral is subject to the pledge, assignment andsecurity interest granted hereby; (ii) upon full and final payment in cash ofthe Senior Indebtedness, if any Collateral shall be evidenced by a promissorynote or other instrument or be Chattel Paper, deliver and pledge to SecuredParty hereunder such note, instrument or Chattel Paper duly endorsed andaccompanied by duly executed instruments of transfer or assignment, all in formand substance satisfactory to Secured Party; and (iii) execute and file suchfinancing or continuation statements, or amendments thereto and such otherinstruments or notices, as may be necessary or desirable, or as Secured Partymay request, in order to perfect and preserve the pledge, assignment andsecurity interest granted or purported to be granted hereby.

                           (c)         Borrower hereby authorizes SecuredParty to file one or more financing or continuation statements, and amendmentsthereto, relating to all or any part of the Collateral without the signature ofBorrower where permitted by Applicable Law. A photocopy or other reproduction of this Agreement or any financingstatement covering the Collateral or any part thereof shall be sufficient as afinancing statement where permitted by Applicable Law.

                           (d)        Borrower will furnish to Secured Partyfrom time to time statements and schedules (including Schedules to thisAgreement) further identifying and describing the Collateral and such otherreports in connection with the Collateral as Secured Party may reasonablyrequest in writing, all in reasonable detail. Borrower will promptly furnish to Secured Party a copy of each new orrenewal, restatement or modification of any agreement included in Collateral.

                           (e)         Borrower shall not establish or maintainany deposit or similar bank account not listed on Schedule 4 heretounless Secured Party receives prior written notice thereof.

                           (f)         In addition to such other informationas shall be specifically provided for herein Borrower agrees that Borrower, andeach of Borrower’s Subsidiaries, if any, shall permit such site visitations andinspections and furnish to Secured Party such other information with respect tothe Collateral as Secured Party may reasonably request from time to time inconnection with the Collateral, or the protection, preservation, maintenance orenforcement of the security interest or the Collateral.

             8.          Equipment, Fixtures and Inventory.

                           (a)         Borrower shall keep the Equipment,Fixtures and Inventory pledged by it hereunder (other than Inventory sold inthe ordinary course of business or in transit between two permitted locations)at the places therefor specified herein or, upon thirty days' prior writtennotice to Secured Party, at such other places in such jurisdictions where all actionrequired by Section 7 herein shall have been taken with respect to theEquipment and Inventory.

                           (b)        Borrower shall, and shall cause eachSubsidiary of the Borrower to, maintain or cause to be maintained all theirmaterial Properties necessary to the conduct of their business (whether ownedor held under lease) in reasonably good repair, working order and condition,taken as a whole, and from time to time make or cause to be made all reasonablynecessary repairs, renewals, replacements, additions, betterments andimprovements thereto.

                           (c)         Borrower shall, and shall cause eachSubsidiary of Borrower, if any, to pay and discharge all Taxes, assessments andgovernmental charges or levies imposed upon it or its income or Propertiesprior to the date on which penalties attach thereto, and all lawful materialclaims for labor, materials and supplies which, if unpaid, might become a Lienupon any of their properties, except those Taxes, assessments, charges orlevies contested by Borrower diligently in good faith, and for which adequatereserves have been established in accordance with GAAP.  Borrower shall, and shall cause eachSubsidiary of Borrower to, timely file all information returns required byfederal, state or local Tax authorities.

             9.          Insurance Borrower shall, andshall cause each Subsidiary of Borrower, if any, to, maintain insurance fromresponsible companies in such amounts and against such risks as shall becustomary and usual in the industry for companies of similar size andcapability, but in no event less than the amount and types insured as of thedate hereof.   Borrower shall promptlyfurnish to Secured Party evidence of such insurance in form and contentsatisfactory to Secured Party.  IfBorrower fails to perform or observe any applicable covenants as to insuranceon any of such Collateral, Secured Party may at its own option obtain insuranceon only Secured Party's interest in such Collateral, any premium thereby paidby Secured Party to become part of the Secured Obligations, bear interest asprovided in the Note.  In the eventSecured Party maintains such substitute insurance, the additional premium forsuch insurance shall be due upon written demand and payable by Borrower toSecured Party in accordance with any notice delivered to Borrower by SecuredParty.  Borrower hereby grants SecuredParty a security interest in any refunds of unearned premiums in connectionwith any cancellation, adjustment or termination of any policy of insurance orpaid to Senior Lender with respect to Senior Indebtedness, required by SecuredParty and in all proceeds of such insurance and hereby appoints Secured Partyits attorney–in–fact to endorse any check or draft that may bepayable to Borrower in order to collect such refunds or proceeds.  Any such sums collected by Secured Partyshall be credited, except to the extent applied to the purchase by SecuredParty of similar insurance or paid to Senior Lender with respect to SeniorIndebtedness, to any amounts then owing on the Secured Obligations in accordancewith the Note.

             10.        Place of Perfection; Records;Collection of Accounts, Chattel Paper and Instruments.

                           (a)         Borrower shall keep its chief place ofbusiness and chief executive office and the office where it keeps its recordsconcerning accounting books and records, and the originals of all Chattel Paper(until delivered to Senior Lender or Secured Party), at the location thereforspecified in Section 6(a) herein and Borrower shall have given writtennotice thereof to Secured Party no later than thirty days prior to the movingthereto.  Borrower will hold andpreserve such records and Chattel Paper and will permit representatives ofSecured Party to inspect and make abstracts from and copies of such records andChattel Paper.  Upon the full and finalsatisfaction of the Senior Indebtedness in cash, Borrower shall deliver toSecured Party all Instruments to be held by Secured Party as collateral.  Upon the full and final satisfaction of theSecured Obligations in cash, Secured Party shall return to Borrower allinstruments and Chattel Paper held by Secured Party as collateral unless theSenior Indebtedness is still outstanding, in which case such Collateral shallbe delivered to Senior Lender to be held as collateral.

                           (b)        (i) except as otherwise provided in thissection, Borrower shall continue to collect, at its own expense, all amountsdue or to become due Borrower under all Accounts, Chattel Paper andInstruments.  In connection with suchcollections, Borrower may take (and, at Secured Party's direction, shall take)such action as Borrower or Secured Party may deem reasonably necessary oradvisable to enforce collection of the Accounts, Chattel Paper and Instruments;provided, however, that, subject to the provisions of theSubordination Agreement, Secured Party shall have the right (upon a Default orEvent of Default which is continuing) (without notice to Borrower) to notifythe account debtors or obligors under any Accounts, Chattel Paper andInstruments of the assignment of such Accounts, Chattel Paper and Instrumentsto Secured Party and to direct such account debtors or obligors to make paymentof all amounts due or to become due to Borrower thereunder directly to SecuredParty and, at the expense of Borrower, to enforce collection of any such Accounts,Chattel Paper and Instruments, and to adjust, settle or compromise the amountor payment thereof, in the same manner and to the same extent as Borrower mighthave done.

                           (ii)         subject to the following sentence, uponprior notice to Borrower (unless a Default or an Event of Default has occurredand is continuing in which case no notice is necessary), Secured Party shallhave the right, at Borrower’s expense, no more than twice in any 12–monthperiod (unless such a Default or an Event of Default has occurred and iscontinuing in which case no such limitation shall be in effect) to make testverifications of the Accounts and physical verifications and appraisals of anyother Collateral in any manner and through any medium that Secured Partyconsiders advisable, and Borrower agrees to furnish all such assistance andinformation as Secured Party may require in connection therewith.  Secured Party may at any time; in SecuredParty’s own name, in Borrower’s name or otherwise, communicate with AccountDebtors, parties to Contracts, obligors in respect of Instruments and obligorsin respect of Chattel Paper to verify with such Persons, to Secured Party’ssatisfaction, the existence, amount and terms of any such Accounts, Contracts,Instruments or Chattel Paper.  Borrower,at its own expense, shall cause its independent certified public accountants todeliver to Secured Party the results of any confirmation of all or any portionof the Accounts and any physical verifications and reconciliations of all orany portion of the other Collateral made or observed by such accountants whenand if any such confirmation, verification or reconciliation is conducted inconnection with annual audit procedures. Upon the occurrence and during the continuation of a Default or an Eventof Default, Borrower, promptly upon Secured Party’s request, at Borrower’s ownexpense, shall prepare and deliver to Secured Party the following reports: (a)a reconciliation of all Accounts; (b) an aging of all Accounts; (c) an agedreceivable trial balance; (d) test verifications of such Accounts as SecuredParty may request; (e) a schedule of all Inventory; (f) a schedule of allEquipment; (g) a schedule of all Leases; (h) a schedule of all Indebtedness,including, but not limited to, purchase money indebtedness and (i) a scheduleof all Licenses.

                           (iii)        upon the full and final satisfaction ofthe Senior Indebtedness in cash, and after the occurrence of a Default or Eventof Default that is continuing, all amounts and proceeds (including Instruments)received by Borrower in respect of the Accounts, Chattel Paper and Instrumentsshall be received in trust for the benefit of Secured Party hereunder, shall besegregated from other funds of Borrower and shall be forthwith paid over toSecured Party in the same form as so received (with any necessary endorsement)to be held as cash collateral and either (a) released to Borrower so long as noDefault or Event of Default shall have occurred and be continuing or (b) if anyDefault or Event of Default shall have occurred and be continuing, applied asprovided herein and in the Subordination Agreement.  Borrower shall not without the written consent of Senior Lender(or, after the termination of the Subordination Agreement, of Secured Party)adjust, settle or compromise the amount or payment of any Account, ChattelPaper or Instrument, release wholly or partly any account debtors or obligorthereof, or allow any credit or discount thereon except as provided in Section6(a).

             11.        Transfers and Other Liens: NameChanges.  Borrower shall not (a)sell, assign (by operation of Applicable Law or otherwise) or otherwise disposeof, or grant any option with respect to, any of the Collateral, except in theordinary course of or (b) create or permit to exist any Lien, security interest,option or other charge or encumbrance upon or with respect to any of theCollateral, except for the security interest under this Agreement, Senior Liensand Permitted Liens.  Borrower shallnot, and shall not permit any Subsidiary of Borrower to, change its name.

             12.        Secured Party Appointed Attorney–in–Fact.  Borrower hereby irrevocably constitutes andappoints Secured Party and any officer or agent thereof, with full power ofsubstitution, as its true and lawful attorney–in–fact with fullirrevocable power and authority in the place and stead of Borrower and in thename of Borrower or in its own name, from time to time in Secured Party’sdiscretion, for the purpose of carrying out the terms of this Agreement, totake any and all appropriate action and to execute and deliver any and alldocuments and instruments which may be necessary to accomplish the purposes ofthis Agreement and, without limiting the generality of the foregoing, herebygrants to Secured Party the power and right, on behalf of Borrower, withoutnotice to or assent by Secured Party, upon the occurrence and during thecontinuation of a Default or an Event of Default (except as otherwise providedbelow), to do the following, all at Borrower’s expense:

                           (a)         regardless of whether a Default or anEvent of Default has occurred or is continuing, continue any insurance policiesexisting pursuant to the terms of this should Borrower fail to do so, and payall or any part of the premiums therefor and the costs thereof;

                           (b)        in the name of Borrower, in its own nameor otherwise, take possession of, endorse and receive payment of any checks,drafts, notes, acceptances, or other Instruments for the payment of monies dueunder any Collateral;

                           (c)         receive payment of any and all monies,claims and other amounts due or to become due at any time arising out of or inrespect of any Collateral;

                           (d)        ask, demand, collect, receive and giveacquittances and receipts for any and all money due or to become due under anyCollateral;

                           (e)         pay or discharge any charges or Lienslevied or placed on or threatened against the Collateral;

                           (f)         effect any repairs or obtain anyinsurance called for by the terms of this Agreement and pay all or any part ofthe premiums therefor and costs thereof;

                           (g)        direct any party liable for any paymentunder or in respect of any of the Collateral to make payment of any and allmonies due or to become due thereunder, directly to Secured Party or as SecuredParty shall direct;

                           (h)        sign and endorse any invoices, freightor express bills, bills of lading, storage or warehouse receipts, draftsagainst Account Debtors, assignments, verifications and notices in connectionwith accounts and other documents constituting or related to the Collateral;

                           (i)          settle, compromise or adjust any suit,action or proceeding described in this section and, in connection therewith,give such discharges or releases as Secured Party may deem appropriate;

                           (j)          file any claim or task or commence anyother action or proceeding in any court of law or equity or otherwise deemedappropriate by Secured Party for the purpose of collecting any and all suchmonies due under any Collateral whenever payable;

                           (k)         commence and prosecute any suits,actions or proceedings at law or in equity in any court to collect theCollateral or any part thereof and to enforce any other right in respect of anyCollateral;

                           (l)          defend any suit, action or proceedingbrought against Borrower with respect to any Collateral if Borrower does notdefend such suit, action or proceeding or if Secured Party believes thatBorrower is not pursuing such defense in a manner that will minimize the losswith respect to such Collateral and Secured Party’s security interest therein;

                           (m)        license or, to the extent permitted byan applicable License, sublicense, whether general, specific or otherwise andwhether on an exclusive or non–exclusive basis, any Intellectual PropertyCollateral throughout the world on such terms and conditions and in such manneras Secured Party shall, in its sole discretion, determine; and

                           (n)        sell, transfer, pledge, make anyagreement with respect to, or otherwise deal with any of the Collateral asfully and completely as though Secured Party were the absolute owner thereoffor all purposes, and to do, at Secured Party’s option, at any time or fromtime to time, all acts and other things that Secured Party deems necessary toperfect, preserve or realize upon the Collateral and Secured Party’s Lientherein in order to effect the intent of this Agreement, all as fully andeffectively as Borrower might do.

**AFTER THE SENIOR INDEBTEDNESS HAS BEEN FULLY AND FINALLYSATISFIED IN CASH AND UPON AND AFTER THE OCCURRENCE OF A DEFAULT OR EVENT OFDEFAULT THAT IS CONTINUING, BORROWER HEREBY IRREVOCABLY GRANTS TO SECURED PARTYBORROWER’S PROXY (EXERCISABLE FROM AND AFTER THE OCCURRENCE OF A DEFAULT OREVENT OF DEFAULT WHICH IS CONTINUING) TO VOTE ANY SECURITIES COLLATERAL ANDAPPOINTS SECURED PARTY BORROWER’S ATTORNEY–IN–FACT TO PERFORM ALLOBLIGATIONS OF BORROWER UNDER THIS AGREEMENT AND TO EXERCISE ALL OF SECUREDPARTY'S RIGHTS HEREUNDER.  THE PROXY ANDPOWER OF ATTORNEY HEREIN GRANTED, AND EACH STOCK POWER AND SIMILAR POWER NOW ORTHEREAFTER GRANTED (INCLUDING ANY EVIDENCED BY A SEPARATE WRITING), ARE COUPLEDWITH AN INTEREST AND ARE IRREVOCABLE PRIOR TO FINAL PAYMENT IN FULL OF THESECURED OBLIGATIONS.**

             13.        Secured Party May Perform.  Upon and during the continuance of a Defaultor Event of Default, if Borrower fails to perform or comply with any agreementcontained herein or in the Note, Secured Party may itself perform, or causeperformance of, or compliance with, such agreement, and the expenses of SecuredParty incurred in connection therewith, together with applicable interestthereon at the rate then in effect under the terms of the Note, shall bepayable by Borrower under Section 16 herein.

             14.        Secured Party's Duties.  The powers conferred on Secured Partyhereunder are solely to protect its interest in the Collateral and shall notimpose any duty upon it or any Secured Party to exercise any such powers.  Except for the safe custody of anyCollateral in its possession and the accounting for moneys actually received byit hereunder, Secured Party shall have no duty as to any Collateral, as toascertaining or taking action with respect to calls, conversions, exchanges,maturities, tenders or other matters relative to any Collateral, whether or notSecured Party has or is deemed to have knowledge of such matters, or as to thetaking of any necessary steps to preserve rights against prior parties or anyother rights pertaining to any reasonable care in the custody and preservationof any Collateral in its possession if such Collateral is accorded treatmentsubstantially equal to that which Secured Party accords its own property.  Except as provided in this section, SecuredParty shall not have any duty or liability to protect or preserve anyCollateral or to preserve rights pertaining thereto.  Nothing contained in this Agreement shall be construed asrequiring or obligating Secured Party, and Secured Party shall not be requiredor obligated, to (a) present or file any claim or notice or take any action,with respect to any Collateral or in connection therewith or (b) notifyBorrower of any decline in the value of any Collateral.

             15.        Eventsof Default; Rights and Remedies

                           15.1      Events of Default.  The occurrence of any one or more of thefollowing events (regardless of the reason therefor) shall constitute an"Event of Default" under this Agreement:

                           (a)         Borrower shall fail to make any paymentin respect of any Secured Obligations when due and payable or declared due andpayable; or

                           (b)        Borrower or its Subsidiaries, if any,shall fail or neglect to perform, keep, or observe any of the other covenants,promises, agreements, requirements, conditions, or other terms or provisionscontained in this Agreement or the Note, and such default shall have continuedfor a period of five (5) Business Days after the earlier to occur of Borrower'sreceipt of notice of such breach from Secured Party or the date on which suchfailure or neglect first becomes known to any officer of Borrower; provided,that there shall be no grace period for Borrower's failure to perform, keep, orobserve any of the covenants, promises, agreements, requirements, conditions,or other terms or provisions related to any monetary default; or

                           (c)         an event of default shall occur underany other material agreement, document, or instrument to which Borrower or anyof its Subsidiaries is a party, or by which any such Person or its property isbound, and such event of default (A) involves the failure to make anypayment, whether of principal, interest, or otherwise, and whether due by scheduledmaturity, required prepayment, acceleration, demand, or otherwise, in respectof any Indebtedness (other than the Secured Obligations, and the currentdefault to Wells Fargo Business Credit, Inc. for which a forbearance agreementhas been executed) of such Person in an aggregate amount exceeding $10,000 or(B) causes (or permits any holder of such Indebtedness or a trustee tocause) such Indebtedness, or a portion thereof in an aggregate amount exceeding$10,000, to become due prior to its stated maturity or prior to its regularlyscheduled dates of payment; or

                           (d)        any representation or warranty in thisAgreement, the Note or any other Document, or in any written statement pursuanthereto or thereto, or in any report, financial statement, or certificate madeor delivered to Secured Party by Borrower or any of its Subsidiaries shall beuntrue or incorrect in any respect as of the date when made or deemed made; or

                           (e)         (i) any of the assets of Borrower orany of its Subsidiaries shall be attached, seized, levied upon, or subjected toa writ or distress warrant, or come within the possession of any receiver,trustee, custodian, or assignee for the benefit of creditors of such Person,and such condition shall remain unstayed or undismissed for 60 consecutive days;(ii) any Person other than Borrower shall apply for the appointment of areceiver, trustee, or custodian for the assets of Borrower (or those of any ofits Subsidiaries) and the order appointing such receiver, trustee, or custodianshall remain unstayed or undismissed for 60 consecutive days; or(iii) Borrower or any of its Subsidiaries shall have concealed, removed,or permitted to be concealed or removed any part of its property with intent tohinder, delay, or defraud its creditors or any of them or made or suffered atransfer of any of its property or the incurring of an obligation that may befraudulent under any bankruptcy, fraudulent transfer, or other similar law; or

                           (f)         a case or proceeding shall have beencommenced involuntarily against Borrower or any of its Subsidiaries in a courthaving competent jurisdiction seeking a decree or order (i) under theBankruptcy Code or any other applicable federal, state, or foreign bankruptcyor other similar law, (ii) for (A) the appointment of a custodian, receiver,liquidator, assignee, trustee, or sequestrator (or similar official) of suchPerson or of any substantial part of its properties or (B) thereorganization or winding up or liquidation of the affairs of any such Person,or (iii) invalidating or denying (A) any Person's right, power, orcompetence to enter into or perform any of its obligations under the Note orthis Agreement or (B) the validity or enforceability of this Agreement or theNote or any action taken hereunder or thereunder, and such case or proceedingshall remain undismissed or unstayed for 60 days or more or a decree or ordergranting the relief sought in such case or proceeding shall be entered by acourt of competent jurisdiction over such case or proceeding; or

                           (g)        Borrower or any of its Subsidiariesshall (i) file a petition for an order for relief under the BankruptcyCode or any other applicable federal, state, or foreign bankruptcy or othersimilar law, (ii) consent to the institution of proceedings thereunder orto the filing of any such petition or to the appointment of or takingpossession by a custodian, receiver, liquidator, assignee, trustee, orsequestrator (or similar official) of any such Person or of any substantialpart of its properties, (iii) fail generally to pay (or admit in writingits inability to pay) its debts as such debts become due, or (iv) take anycorporate action in furtherance of any such action; or

                           (h)        a final judgment or judgments (after theexpiration of all times to appeal therefrom) for the payment of money in excessof $25,000 in the aggregate shall be rendered against Borrower or any of itsSubsidiaries, unless the same shall be (i) fully covered by insurance(exclusive of any applicable deductible under any insurance policies insuringBorrower or its Subsidiaries against such judgment) and the issuer(s) of theapplicable policies shall have acknowledged full coverage in writing within 30days of such judgment, or (ii) vacated, stayed, bonded, paid, ordischarged within a period of 30 days from the date of such judgment; or

                           (i)          any Person subordinating its claimsagainst Borrower to those of Secured Party (i) terminates, or givesSecured Party notice of its intention to terminate, its subordinationagreement, or (ii) such subordination agreement otherwise becomes unenforceableor ineffective; or

                           (j)          Borrower voluntarily or involuntarilydissolves or is dissolved, terminates, or is terminated; or

                           (k)         Borrower or any Subsidiary is enjoined,restrained, or in any way prevented by the order of any court or otherGovernmental Authority from conducting all or any material part of itsbusiness; or

                           (l)          any loss, suspension, revocation, orfailure to renew any License or permit now held or hereafter acquired byBorrower or any Subsidiary, the result of which might have a Material AdverseEffect; or

                           (m)        any Lien or any provision of the Note orthis Agreement shall for any reason cease to be valid, binding, and enforceablein accordance with its terms, or any Lien granted, or intended by the Note orthis Agreement to be granted, to Secured Party shall cease to be a valid andperfected Lien having the first priority (or a lesser priority if expresslypermitted in this Agreement) in any of the Collateral covered or purported tobe covered thereby; or

                           (n)        any failure by Borrower or any of itsSubsidiaries to (i) pay salaries and wages when due or (ii) make allrequired withholding payments; or

                           (o)        any Change of Control of Borrower or anyof its Subsidiaries other than as a result of any action taken by SecuredParty.

             15.2      Remedies.  Subject in each case to the Subordination Agreement and if anyDefault or Event of Default shall have occurred and be continuing:

                           (a)         Secured Party may exercise in respectof the Collateral, in addition to other rights and remedies provided for hereinor otherwise available to it, all the rights and remedies of a secured party ondefault under the UCC in effect in the state in which the Collateral is locatedat that time  (whether or not the UCCapplies to the affected Collateral), and also may (i) require Borrower to, andBorrower hereby agrees that it will at its expense and upon request of SecuredParty forthwith, assemble all or part of the Collateral as directed by SecuredParty and make it available to Secured Party at a place to be designated bySecured Party which is reasonably convenient to both parties or (ii) withoutdemand of performance or other demand, advertisement or notice of any kind,except as specified below, to or upon Borrower or any other Person (all andeach of which demands, advertisements and notices are hereby expressly waivedto the maximum extent permitted by the UCC and other applicable law), forthwithenter upon the premises of Borrower where any Collateral is located throughself–help, without judicial process, without first obtaining a finaljudgment or giving Borrower notice and opportunity for a hearing on SecuredParty’s claim or action, and collect, receive, assemble, process, appropriateand realize upon the Collateral, or any part thereof, and may forthwith sell,lease, assign, give an option or options to purchase, or sell or otherwisedispose of and deliver said Collateral (or contract to do so), or any partthereof, sell the Collateral or any portion thereof in one or more parcels at publicor private sale, at any of Secured Party's offices or elsewhere, at such pricesas it may deem best, for cash, on credit or for future delivery withoutassumption of any credit risk, and upon such other terms as Secured Party maydeem commercially reasonable.  SecuredParty shall have the right, upon any such public sale or sales and, to theextent permitted by law, upon any such private sale or sales, to purchase forthe benefit of Secured Party by credit bid the whole or any part of saidCollateral so sold, free of any right or equity of redemption, which equity ofredemption Borrower hereby releases. Secured Party shall have the right to conduct such sales on Borrower’spremises without rent or other charge for such sales or other action withrespect to the Collateral for such time or times as Secured Party deemsnecessary or advisable.  Borrower agreesthat, to the extent notice of sale shall be required by Applicable Law, fivedays' notice to Borrower of the time and place of any public sale or the timeafter which any private sale is to be made shall constitute reasonablenotification. Secured Party shall not be obligated to make any sale ofCollateral regardless of notice of sale having been given. Secured Party mayadjourn any public or private sale from time to time by announcement at thetime and place fixed therefor, and such sale may, without further notice, bemade at the time and place to which it was so adjourned.  Until Secured Party is able to effect asale, lease, or other disposition of any Collateral, Secured Party shall havethe right  to use or operate theCollateral, or any part thereof, to the extent that it deems appropriate forthe purpose of preserving the Collateral or its value or for any other purposedeemed appropriate by Secured Party. Secured Party shall have no obligation to Borrower to take any action tomaintain or preserve the rights of Borrower as against third parties withrespect to any Collateral while such Collateral is in the possession of SecuredParty.  Secured Party may, if it soelects, seek the appointment of a receiver or keeper to take possession ofCollateral and to enforce any of Secured Party’s remedies with respect to suchappointment without prior notice or hearing. Secured Party shall apply the net proceeds of any such collection,recovery, receipt, appropriation, realization or sale, as provided in Section15.2(b) hereof.  Borrower shallremain liable for any deficiency remaining unpaid after such application, andonly after so paying over such net proceeds and after the payment by SecuredParty of any other amount required by any provision of law, including, but notlimited to the UCC (but only after Secured Party has received what SecuredParty considers reasonable proof of a subordinate party’s Lien), need SecuredParty account for the surplus, if any, to Borrower.  Borrower shall remain liable for any and all costs and expensesincurred by Secured Party, including, but not limited to, attorneys’ fees, tocollect such deficiency.  To the maximumextent permitted by applicable law, Borrower waives all claims, damages, anddemands against Secured Party arising out of the repossession, retention orsale of the Collateral except such as are determined in a final judgment by acourt of competent jurisdiction to have arisen solely out of the grossnegligence or willful misconduct of Secured Party.

                           (b)        All cash proceeds received by SecuredParty upon any sale of, collection of, or other realization upon, all or anypart of the Collateral shall be applied after the Senior Indebtedness has beenfully and finally satisfied in cash as follows:

First:  To the payment of all out–of–pocketcosts and expenses incurred in connection with the sale of, collection of orother realization upon Collateral, including reasonable attorneys' fees anddisbursements;

Second:  To the payment of the Secured Obligations asprovided in the Note and in such order and in such manner consistent withApplicable Laws as Secured Party in its reasonable discretion shall decide(with Borrower remaining liable for any deficiency); and

Third:  To the extent of the balance (if any) ofsuch proceeds, to the payment to Borrower or other Person legally entitledthereto.

                           (c)         All payments received by Borrower underor in connection with any Collateral shall be received in trust for the benefitof Secured Party, shall be segregated from other funds of Borrower and shall beforthwith paid over to Secured Party in the same form as so received (with anynecessary endorsement).

             16.        Indemnity and Expenses

                           (a)         Borrower agrees to indemnify SecuredParty from and against any and all claims, losses and liabilities (includingattorneys' fees and appraisal fees) growing out of or resulting from thisAgreement (including, without limitation, enforcement of this Agreement),expressly including such claims, losses or liabilities arising out of merenegligence of Secured Party, except claims, losses or liabilities resultingfrom Secured Party's gross negligence or willful misconduct.

                           (b)        Borrower will upon written demand pay toSecured Party the amount of any and all reasonable expenses, including the feesand expenses of its counsel and of any appraisers, experts and agents, whichSecured Party may incur in connection with, without limitation, (i) the administrationof this Agreement, (ii) the custody, preservation, use or operation of, or thesale of, collection from, or other realization upon, any of the Collateral,(iii) the exercise or enforcement of any of the rights of Secured Partyhereunder or (iv) the failure by Borrower to perform or observe any of theprovisions hereof.  Any payments so madeshall be a part of the Secured Obligations, shall be payable upon writtendemand, and shall bear interest at the interest rate set forth in the Note.

             17.        Further Approvals Required.  In connection with the exercise by SecuredParty of its rights hereunder that effects the disposition of or use of anyCollateral, it may be necessary to obtain the prior consent or approval ofGovernmental Authorities and other Persons to a transfer or assignment ofCollateral.  Borrower hereby agrees toexecute, deliver and file, and hereby appoints (to the extent permitted underapplicable law) the Secured Party as its attorney upon the occurrence andduring the continuation of a Default or Event of Default, to execute, deliverand file on Borrower’s behalf and in Borrower ‘s name, all applications,certificates, filings, instruments and other documents (including withoutlimitation any application for an assignment or transfer of control orownership) that may be necessary or appropriate, in the Secured Party'sopinion, to obtain such consents or approvals. Borrower further agrees to use its best efforts to obtain such consentsor approvals upon and after the occurrence of a Default or Event of Defaultthat is continuing.  Borroweracknowledges that there is no adequate remedy at law for failure by it tocomply with the provisions of this section and that such failure would not beadequately compensable in damages, and therefore agrees that this section maybe specifically enforced.

             18.        Cumulative Rights.  All rights of Secured Party are cumulativeof each other and of every other right, which Secured Party may otherwise have,at Applicable Law or in equity or under any other contract or other writing forthe enforcement of the security interest herein or the collection of theSecured Obligations.  The exercise ofone or more rights shall not prejudice or impair the concurrent or subsequentexercise of other rights.

             19.        Modifications; Amendments; Etc.  No amendment or waiver of any provision ofthis Agreement, and no consent to any departure by Borrower herefrom, shall inany event be effective unless the same shall be in writing and signed bySecured Party, and then such waiver or consent shall be effective only in thespecific instance and for the specific purpose for which given.

             20.        Continuing Security Interest.  This Agreement shall create a continuingsecurity interest in the Collateral and shall (a) remain in full force and effectuntil the final payment in full of the Secured Obligations and all amountspayable under this Agreement, (b) be binding upon Borrower, its successors andassigns, and (c) bind, inure to the benefit of, and be enforceable by SecuredParty and its successors, transferees and assigns.  Upon any such termination, Secured Party will, at Borrower’sexpense, execute and deliver to Borrower such documents as such Borrower shallreasonably request to evidence such termination.

             21.        ***GOVERNING LAW; WAIVER OF JURY TRIAL*.**

**                           (a)**         **THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADEIN DALLAS, TEXAS, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THELAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA, EXCEPT TO THEEXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, ORREMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THELAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS.  WITHOUT EXCLUDING ANY OTHER JURISDICTION AND NOT AS A LIMITATIONOF SECTION 21, BORROWER AGREES THAT THE STATE AND FEDERAL COURTS OFTEXAS LOCATED IN DALLAS COUNTY, WILL HAVE JURISDICTION OVER PROCEEDINGS INCONNECTION HEREWITH.  TO THE MAXIMUMEXTENT PERMITTED BY LAW, BORROWER AND SECURED PARTY HEREBY WAIVE ANY RIGHT THATEITHER MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE (WHETHER A CLAIM IN TORT,CONTRACT, EQUITY, OR OTHERWISE) ARISING UNDER OR RELATING TO THIS AGREEMENT ORTHE NOTE, OR ANY RELATED MATTERS, AND AGREE THAT ANY SUCH DISPUTE SHALL BETRIED BEFORE A JUDGE SITTING WITHOUT A JURY.**

**                           (b)**         **BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY LEGALPROCESS UPON IT.  BORROWER AGREES THATSERVICE OF PROCESS MAY BE MADE UPON IT BY REGISTERED MAIL (RETURN RECEIPTREQUESTED) DIRECTED TO BORROWER AT ITS ADDRESS DESIGNATED FOR NOTICE UNDER THISAGREEMENT AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTERDEPOSIT IN THE UNITED STATES MAIL. NOTHING IN THIS SECTION 21 SHALL AFFECT THE RIGHT OF SECUREDPARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.**

             22.        Secured Party's Right to Use Agents.  Secured Party may exercise its rights underthis Agreement through an agent or other designee.

             23.        No Interference, Compensation orExpense. Secured Party may exercise its rights under this Agreement (a)without resistance or interference by Borrower except to the extent Borrowerhas  valid defenses and (b) withoutpayment of any rent, license fee or compensation of any kind to Borrower.

             24.        Waiver.  Should any part of the Secured Obligations be payable ininstallments, the acceptance by Secured Party at any time and from time to timeof partial payment of the aggregate amount of all installments then maturedshall not be deemed as a waiver of any Default or Event of Default thenexisting.  No waiver of any Default orEvent of Default shall be deemed to be a waiver of any other subsequent Defaultor Event of Default, nor shall any such waiver be deemed to be a continuingwaiver.  No delay or omission by SecuredParty in exercising any right hereunder, under the Note or under any otherDocument, shall impair any such right or be construed as a waiver thereof orany acquiescence therein, nor shall any single or partial exercise of any suchright preclude other or further exercise thereof, or the exercise of any otherright of Secured Party hereunder or under such other agreements.

             25.        Waivers by Borrower.  Borrower waives notice of the creation,advance, increase, existence, extension, or renewal of, or of any indulgencewith respect to, the Secured Obligations; waives presentment, demand, notice ofdishonor, and protest; and waives notice of the amount of the SecuredObligations outstanding at any time. Borrower waives (a) any claim that, as to any part of the Collateral, apublic sale, should Secured Party elect so to proceed, is, in and of itself,not a commercially reasonable method of sale for such Collateral, (b) except asotherwise provided in this Agreement, **TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE ORJUDICIAL HEARING IN CONNECTION WITH SECURED PARTY'S DISPOSITION OF ANY OF THECOLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENTREMEDY OR REMEDIES AND ANY SUCH RIGHT THAT BORROWER WOULD OTHERWISE HAVE UNDERTHE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHERREQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITHRESPECT TO THE ENFORCEMENT OF SECURED PARTY’S RIGHTS HEREUNDER** and(c) all rights of redemption, appraisal or valuation.  To the maximum extent permitted by Applicable Law, Borrowerwaives all claims, damages, and demands against Secured Party, its Affiliates,agents, and the officers and employees of any of them arising out of therepossession, retention, or sale of any Collateral except such as aredetermined in a final judgment by a court of competent jurisdiction to havearisen solely out of the gross negligence or willful misconduct of any suchPerson.  Borrower agrees that five days'prior notice by Secured Party to Borrower of the time and place of any publicsale or of the time after which a private sale may take place is reasonablenotification of such matters.

             26.        Other Parties and Other Collateral.  No renewal, increase, or extension of or anyother indulgence with respect to, the Secured Obligations or any part thereof,no release, exchange, or taking of any security, no release of any Person(including any Subsidiary, maker, endorser, guarantor, or surety) liable on theSecured Obligations, no delay in enforcement of payment, no delay or omissionor lack of diligence or care in exercising any right or power with respect tothe Secured Obligations or any security therefor or guaranty thereof or underthis Agreement, and no other circumstance or event which might constitute adefense available to or discharge of Borrower, any Subsidiary or any otherPerson, shall in any manner impair or affect the rights of Secured Partyhereunder, under the Note, at law, or in equity.  Neither Secured Party nor any Secured Party need file suit orassert a claim for personal judgment against any Person for any part of theSecured Obligations or seek to realize upon any other security for the SecuredObligations, before foreclosing upon the Collateral for the purpose of payingthe Secured Obligations.  Borrowerwaives any right  to the benefit of orto require or control application of any other security or proceeds thereof,and agrees that neither Secured Party nor any Secured Party shall have any dutyor obligation to Borrower to apply any such other security or proceeds thereofto the Secured Obligations.  Borrowerhereby waives all rights by which it might be entitled to require suit on anaccrued right of action in respect of any of the Secured Obligations or requiresuit against Borrower, any Subsidiary or others.

             27.        Notices and Deliveries.

                           (a)         *Manner of Delivery*.  All notices, communications and materials tobe given or delivered pursuant to this Agreement shall be given or delivered inwriting.  All written notices,communications and materials shall be sent by registered or certified mail,postage prepaid, return receipt requested, by facsimile transmission, byovernight delivery, express mail or delivered by hand.  In the event of a discrepancy between anytelephonic notice and any written confirmation thereof, such written confirmationshall be deemed the effective notice except to the extent Secured Party hasacted in reliance on such telephonic notice.

                           (b)        *Addresses*.  All notices, communications and materials to be given ordelivered pursuant to this Agreement shall be given or delivered at thefollowing respective addresses and facsimile telephone numbers as providedhereinbelow:

*If toBorrower*:

VISEON,INC.*Attention:President*8700 N. Stemmons Freeway, Suite 310Dallas, Texas  75247

*If toSecured Party:*

DIGITALINVESTORS, L.L.C.*Attention:Albert B. Greco, Jr*.16901 N. Dallas Parkway, Suite 230Addison, Texas  75001

             Any party may be given notice inaccordance with this Section at such other address or, facsimile number or tothe attention of such other individual as the party to which such informationpertains may hereafter specify for the purpose in a notice to the otherspecifically captioned “*Notice of Change of Address*”.

                           (c)         *Effectiveness*.  Each notice, communication and any material to be given ordelivered to Secured Party or Borrower pursuant to this Agreement shall beeffective or deemed delivered or furnished (i) if sent by mail, on the fifthday after such notice, communication or material is deposited in the mail,addressed as above provided, (ii) if sent by facsimile, when such notice,communication or material is transmitted to the appropriate number determinedas above provided in this section and the appropriate receipt is received orotherwise acknowledged, (iii) if sent by hand delivery or overnight courier,when left at the address of the addressee addressed as above provided, and (iv)if given by telephone, when communicated to the to whose attention notices,communications and materials are to be given or delivered except that noticesof a change of address, facsimile or telephone number or individual ordepartment to whose attention notices, communications and materials are to begiven or delivered shall not be effective until received.

             28.        Parties Bound.  This Agreement shall be binding on Borrower andits successors, assigns, and other legal representatives, and shall bind andinure to the benefit of Secured Party, and its successors and assigns; provided,however, that Borrower may not assign its rights or obligationshereunder without the prior written consent of Secured Party.  The rights, powers, and interests held bySecured Party hereunder may be transferred or assigned, in whole or in part.

             29.        Definitions.  Unless the context indicates otherwise orthe terms are otherwise defined herein, definitions in the Uniform CommercialCode apply to words and phrases in this Agreement.  *“Borrower*” includes, without limitation, such Person, suchPerson's heirs, successors and assigns, such Person as a debtor–in–possession,and any receiver, trustee, liquidator, conservator, custodian, or similar partyappointed for such Person or all or substantially all of its assets under anyApplicable Law.

             30.        Severability.  If any provision of this Agreement is heldto be illegal, invalid, or unenforceable under present or future ApplicableLaws during the term thereof, such provision shall be fully severable, thisAgreement shall be construed and enforced as if such illegal, invalid, orunenforceable provision had never comprised a part thereof, and the remaining provisionsthereof shall remain in full force and effect and shall not be affected by theillegal, invalid, or unenforceable provision or by its severancetherefrom.  Furthermore, in lieu of suchillegal, invalid, or unenforceable provision there shall be added automaticallyas a part of this Agreement a legal, valid, and enforceable provision assimilar in terms to the illegal, invalid, or unenforceable provision as may bepossible.

             31.        Control.  Notwithstanding anything herein to thecontrary, this Agreement and the transactions contemplated hereby do not andshall not constitute, create, or have the effect of constituting or creating,directly or indirectly, actual or practical ownership by Secured Party ofBorrower or any issuer of the Collateral, or control, affirmative or negative,direct or indirect, by Secured Party over the management or any aspect of theday–to–day operation of Borrower or any such issuer, which controlremains in Borrower, each such issuer, and their respective boards ofdirectors, partners and officers (as appropriate); provided, however,that if Secured Party becomes the owner of any partnership interest, or otherequity or ownership interest in any entity whether through foreclosure orotherwise, it shall be entitled to exercise such legal rights as it may have bybeing an owner of such partnership interest or other equity or ownershipinterest.

             32.        Counterparts.  This Agreement may be executed in any numberof counterparts, each of which when so executed and delivered shall be deemedan original, but all such counterparts together shall constitute but one andthe same instrument.

             33.        **ENTIRE AGREEMENT.  THIS WRITTEN AGREEMENT, TOGETHER WITH THE NOTE, REPRESENTS THEFINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OFPRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARENO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.**

             34.        Subordination Agreement.  To the extent that the terms and provisionsof this Security Agreement are inconsistent with the terms and provisions setforth in the Subordination Agreement, the terms and provisions of theSubordination Agreement shall govern.

             35.        Reinstatement.  The provisions of this Agreement  shallremain in full force and effect and continue to be effective even if:  (a) any petition is filed by or againstBorrower or any of Borrower’s Subsidiaries for liquidation or reorganization;(b) Borrower or any of Borrower’s Subsidiaries becomes insolvent or makes anassignment for the benefit of creditors; (c) a receiver or trustee is appointedfor all or any significant part of the assets of Borrower or any of Borrower’sSubsidiaries; or (d) at any time payment and performance of the Secured  Obligations, or any part thereof, is,pursuant to Applicable Law, rescinded or reduced in amount or must otherwise berestored or returned by any obligee of the Secured Obligations, whether as a“voidable preference,” “fraudulent transfer,” or otherwise, all as though suchpayment or performance had not been made. In the event that any payment or any part thereof is rescinded, reduced,restored, or returned, the Secured Obligations and Secured Party's Liens in theCollateral shall be reinstated and deemed reduced only by any amount paid andnot so rescinded, reduced, restored, or returned.

             36.        Variationsin Pronouns.  Wherever the context shall so require, all wordsherein in the male gender shall be deemed to include the female or neutergender and vice versa, all singular words shall include the plural, and all pluralwords shall include the singular.  Allpronouns and any variations thereof refer to the masculine, feminine or neuter,singular or plural, as the context may require.

             37.        Exhibitsand Schedules.  Any Exhibits andSchedules attached hereto are a part this Agreement as fully as if set forthherein.  All references herein toSections, subsections, clauses, Exhibits, and Schedules shall be deemedreferences to such parts of this Agreement, unless the context shall otherwiserequire.  A reference to an article,section or exhibit will mean an article or section in, or an exhibit to, thisAgreement, unless otherwise explicitly set forth.  The titles and headings in this Agreement are for referencepurposes only and will not in any manner limit the construction of thisAgreement.  For the purposes of suchconstruction, this Agreement will be considered as a whole.  The terms “including” and “include” as usedin this Agreement will be deemed to include the phrase “without limitation.”

             38.        Attorney’sFees and Costs.  If any action atlaw or in equity is necessary to enforce or interpret the terms of thisAgreement, the prevailing party shall be entitled to reasonable attorneys’fees, costs, and necessary disbursements in addition to any other relief towhich it may be entitled.

             39.        Representationby Counsel.  Each party acknowledgesthat it has had the opportunity to be represented by separate independentcounsel in the negotiation of this Agreement, that any such respectiveattorneys were of its own choosing, that each authorized representative hasread this Agreement and that he understands its meaning and legal consequencesto each party.  The Parties warrant andrepresent that they have consulted with their attorney of choice concerning theexecution, the meaning and the import of this Agreement, or voluntarily chosenot to do so, and each has read this Agreement and fully understands the termshereof as signified by their signatures below, and are executing the same oftheir own free will for the purposes and consideration herein expressed.  The Parties warrant and represent that theyhave had sufficient time to consider whether to enter into this Agreement andthat they are relying solely on their own judgment and the advice of their owncounsel, if any, in deciding to execute this Agreement.  The Parties warrant and represent that theyhave read this Agreement in its entirety and have consulted with theirattorney, if any, concerning the execution of this Agreement.  If any or all Parties have chosen not to seekcounsel, said party or parties hereby acknowledge that he or they refrainedfrom seeking counsel entirely of his or their own volition and with fullknowledge of the consequences of such a decision.

             40.        PresumptionAgainst Scrivener.  Each party waivesthe presumption that this Agreement is presumed to be in favor of the partywhich did not prepare it, in case of a dispute as to interpretation.

             41.        Capacity.  Each party represents and warrants that hehas the authority to enter into this Agreement either on his own behalf or inan official capacity on behalf of a corporate party.

             42.        Headings.  The headings used in this Agreement are for administrativepurposes only and do not constitute substantive matter to be considered inconstruing the terms and shall not affect the interpretation of thisAgreement.

             43.        FurtherAssurances.  At any time and fromtime to time after the date hereof, at the request of either Party, and withoutfurther consideration, Borrower and Secured Party will execute and deliver suchother and further instruments and documents, and take such other action as theother Party may reasonably deem necessary, convenient or desirable in order tomore effectively assist either Party in exercising all rights with respectthereto, and carrying out the business, duties, and obligations created by thisAgreement.

             44.        PartialInvalidity.  Each part of thisAgreement is intended to be several.  Ifany term, covenant, condition or provision hereof is illegal or invalid orunenforceable for any reason whatsoever, such illegality, invalidity orunenforceability shall not affect the legality, validity or enforceability ofthe remaining parts of this Agreement and all such remaining parts hereto shallnot be impaired or invalidated in any way, but shall be legal, valid andenforceable and have full force and effect as if the illegal, invalid,unenforceable part has not been included.

             45.        CorporateAuthority.  Borrower and SecuredParty represent and warrant to each other that each has previously taken thenecessary corporate action authorizing the execution of this Agreement by theirofficer recited below.

 

             INWITNESS WHEREOF, Borrower and Secured Party have caused this Agreement to beduly executed and delivered as of the date first above written.

 

 

| BORROWER:                 |                                   |
|---------------------------|----------------------------------------|
|                      |                                   |
| **VISEON,  INC**.,        |                                   |
|                      | a  Nevada corporation                  |
|                      |                                   |
|                      |                                   |
|                           |                                   |
| By:                       | John  Harris                           |
| Its;                      | President  and Chief Executive Officer |
|                      |                                   |
|                      |                                   |
| **SECURED  PARTY**:       |                                   |
|                      |                                   |
| DIGITAL  INVESTORS L.L.C. |                                   |
|                      | a  Nevada Limited Liability Company    |
|                      |                                   |
|                      |                                   |
|                           |                                   |
| By:                       | Albert  B. Greco, Jr                   |
| Its:                      | Manager                                |
|                           |                                        |  |  |  |

 

Schedule1

PermittedLiens

 

*[Tobe provided by Borrower]*

 

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|----------------------------------------------------------|

 

 

Schedule2

Locationsof Equipment and Inventory

 

*[Tobe provided by Borrower]*

 

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|----------------------------------------------------------|

 

 

Schedule3

TradeNames

 

*[Tobe provided by Borrower]*

 

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|----------------------------------------------------------|

 

 

Schedule4

BankAccounts, Instruments and Chattel Paper

 

| Bank                        | Account  # | Type   |
|-----------------------------|------------|--------|
|                             |            |        |
|                        |       |   |
| [Complete  name,            |       |   |
|  Delivery address      |       |   |
|  ABA No. and Account   |       |   |
|  office and phone no.] |       |   |

 

*[Tobe provided by Borrower]*

 

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|----------------------------------------------------------|

 

 

Schedule5

Accounts

 

| Account  Debtor              | Terms  | Outstanding  Balance |
|------------------------------|--------|----------------------|
|                              |        |                      |
|                         |   |                 |
| [Complete  name,             |   |                 |
|  address and phone no.] |   |                 |

 

*[Tobe provided by Borrower]*

 

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