**FIRSTAMENDMENT TO STOCK PURCHASE AGREEMENT**

             **THIS FIRST AMENDMENT TO STOCK PURCHASEAGREEMENT** (the “Amendment”) is dated as of the 1st day ofOctober, 2001, and is by and between Viseon, Inc., a corporation authorized andexisting pursuant to the laws of the State of Nevada (successor in interest toRSI Systems, Inc.) (the “Company”), and Digital Investors, L.L.C., a limitedliability company authorized and existing pursuant to the laws of the State ofNevada (the “Investor”).

**W I TN E S S E T H:**

             **WHEREAS,**the Company and theInvestor entered into that certain Stock Purchase Agreement dated as of the 23rdday of February, 2001 (the “Agreement”); and

             **WHEREAS,**the First Closingunder the Agreement has occurred; and

             **WHEREAS,**the Company and theInvestor desire to amend the Agreement to shorten one of the dates applicableto the Second Closing.

             **NOW, THEREFORE,** inconsideration of the mutual covenants contained in this Amendment and theAgreement, the Company and the Investor agree as follows:

**             1.**          **Definitions.**  Capitalized terms used in this Amendment andnot otherwise defined shall have the meanings given to them in the Agreement.

**             2.**          **Amendment of Agreement.**

             A.         From and after the effective date ofthis Amendment, Section 1.3(b)(i) of the Agreement is hereby amended bydeleting the reference contained therein to “ten (10) days” and replacing thesame with “three (3) days”.

             B.          From and after the effective date ofthis Amendment, Section 1.1(b) is hereby amended by adding at the end of suchsentence “and ten year warrants to purchase 800,000 shares of Common Stock atan exercise price of  $0.75 per share(“Warrants”).”

             C.          From and after the effective date ofthis Amendment, the reference to “3,100,000 Shares” in Section 1.3(b) is herebyamended by adding thereto “and 800,000 Warrants.”

             D.         From and after the effective date ofthis Amendment, Section 3.2 and Section 5.1(b) shall be deleted.

             E.          From and after the effective date ofthis Amendment, Section 1.3(b)(ii) shall be amended to read in its entirety asfollows:  “The Stock Voting Agreementattached hereto as Exhibit C shall be executed by Investor and Messrs. Cravenand Schaffer.”

             F.          From and after the effective date ofthis Amendment, there shall be added to Section 4.1(f) of the Agreement thefollowing sentence, “provided, however, that if such registration statementshall not have been declared effective by October 1, 2002, this condition shallbe automatically deemed waived by Investor.”

             G.          From and after the effective date ofthis Amendment, there shall be added to Section 3.7 the following new finalsentence:  “In the event that thecondition to closing set forth in Section 4.1(f) is deemed automatically waivedas provided therein, the Company shall file, within thirty (30) days followingthe Second Closing, a registration statement covering all Shares and sharesunderlying the Warrants issued pursuant to this Agreement.”

**             3.**          **Integration of Amendment and Agreement.**  From and after the effective date above, theAgreement and this Amendment shall be read as one agreement.  Except as set forth in this Amendment, allother terms and conditions of the Agreement are not being modified or amended,and shall remain in full force and effect.

             **IN WITNESS WHEREOF,** theCompany has caused this Agreement to be duly executed by its authorizedrepresentative and the Investor has caused this Agreement to be executed by itsauthorized representative.

 

| **COMPANY:**     |
|------------------|
|             |
| **VISEON, INC.** |
|             |
|             |
| By               |   |
|             |  |
|             | Richard Craven |
|             | Its Chairman |
|                  |  |  |

 

| **INVESTOR:**                 |
|-------------------------------|
|                          |
|                          |
| **DIGITAL INVESTORS, L.L.C.** |
|                          |   |
| By                            |   |
|                          |  |
|                          | Louise Jones |
|                          | Its Manager |
|                               |  |  |