Exhibit 10.61


                              DISTRIBUTOR AGREEMENT


              THIS AGREEMENT made this 19th day of September, 2002


                                    BETWEEN:

                             LEADTEK RESEARCH, INC.
             a corporation organized and existing under the laws of
             the State of California, having its principal office at
                     46732 Lakeview Blvd., Fremont, CA 94538
                                   ("LEADTEK")

                                       And

                                VISEON PVT, INC.
               a corporation organized and existing under the laws
             of the State of Nevada, having it's principal office at
     8700 North Stemmons Freeway, Suite 310, Dallas, TX 75247 (Distributor)


THIS AGREEMENT WITNESSETH THAT in consideration of the mutual covenants and
agreements set forth below, the parties covenant and agree as follows:

    1 DEFINITIONS
    For the purposes of this Agreement, the following terms shall have the
    meanings set forth below:

    1.1 "Products" means the IP Broadband Videophones currently sold as the BVP
        8770 with the trademark of Leadtek.

    1.2 "Market" mean those parties within the "Territory" who can be identified
        as seeing value in the "Products" by the Distributor.

    1.3 "Territory" means North America, including the United States of America
        and Canada.

    1.4 "Trademarks" means the trademarks "LEADTEK", together with such other
        trademarks, service marks, trade dress, logos, brand names and/or trade
        names of LEADTEK, as the parties may add subsequently by mutual
        agreement in writing.


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    2   APPOINTMENT
    2.1 Subject to all terms and conditions set forth herein, LEADTEK hereby
        appoints the Distributor as the exclusive distributor of the Products to
        customers within the Market with physical and operating offices in the
        Territory and the Distributor hereby accepts such appointment.

    2.2 Subject to the date and terms of this Agreement, LEADTEK shall not have
        the right to appoint other distributors or dealers for the Products in
        the Territory or to sell, market, the Products through its own
        employees, resellers, distributors, agents or sales representatives in
        the Territory.

     2.3 The following customers and/ or Accounts are also excluded from this
         Agreement:


    3   RIGHT TO USE TRADE MARKS
    3.1 LEADTEK hereby grants to the Distributor for the term of this Agreement,
        and subject to the terms and conditions herein, a non-exclusive,
        non-transferable right to use the Trade Marks within the Territory in
        connection with the Products sold by the Distributor in the Territory in
        accordance with the terms of this Agreement, in the manner as approved
        by LEADTEK in writing by an authorized officer of LEADTEK prior to each
        type of usage (e.g., co-branding, advertising, Packaging). Such approval
        shall not be unreasonably withheld.

    3.2 The Distributor shall use the Trademarks only in the Territory and only
        in connection with the marketing, use, sale and distribution of the
        Products. The Distributor acknowledges LEADTEK's right, title and
        interest in and to the Trademarks and agrees to make no use of any of
        the Trade Marks except as herein specifically provided. The Distributor
        shall use or display the Trademarks only in conjunction with such words
        as indicate that the Trademarks are the property of LEADTEK. The
        Distributor acquires no right, title or interest in or to the Trademarks
        hereunder and any and all goodwill associated with the Trademarks will
        inure exclusively to the benefit of LEADTEK and its licensors. During
        the term of this Agreement and after termination hereof, the Distributor
        shall not dispute or contest, for any reason whatsoever, directly or
        indirectly, the validity, ownership or enforceability of any of the
        Trademarks. The Distributor shall execute such documents and do all such
        acts and things as may be necessary in LEADTEK's reasonable opinion to
        establish ownership of any rights in and to the Trademarks.

    3.3 The Distributor agrees that if it is notified or otherwise obtains
        knowledge of any Alleged infringement of the Trademarks, the Distributor
        will promptly notify LEADTEK. No legal proceedings shall be instituted
        by the Distributor against Any third party in respect of any such
        alleged infringement without the prior Written consent of LEADTEK.


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    4   OTHER RIGHTS
    4.1 Rights of the Distributor. Subject to Section 2 hereof, the Distributor
        shall have the exclusive right to market, distribute or sell the
        Products within the defined Territory, including, without limitation (a)
        the right to market, distribute or sell the Products, on a stand-alone
        basis in packages as approved in writing by LEADTEK, and (b) the right
        to market, distribute or sell the Products in combination with (i)
        products, components, systems or services the right to use of which has
        been obtained by the Distributor from third parties (ii) products,
        components, systems or services developed or provided directly by the
        Distributor subject to Leadtek prior written approval in each instance
        and/or (iii) any other product, component, system or service mutually
        agreed upon by the parties to this Agreement. LEADTEK acknowledges that
        Distributor is in the business of selling video conferencing systems
        from a variety of manufacturers, but there will be no products sold by
        Distributor in the Market, throughout the Territory that directly
        compete with the same features and pricing with sales of LEADTEK
        manufactured products as defined in Paragraph 1.1, except for products
        sold by Distributor on an OEM basis which are manufactured by Leadtek.
        Distributor will not modify Product or Product packaging in any way
        without prior written approval by Leadtek.

    4.2 The Distributor cannot make any changes to the Products or their
        packaging without the prior written consent of LEADTEK.


    5   TERM
    5.1 This agreement shall be effective on the date first set forth above and
        shall continue in effect for until February 29, 2004, unless earlier
        terminated in accordance with the provisions of Section 26 hereof. The
        terms and conditions of this Agreement shall continue to apply to any
        purchase order issued under the normal course of business hereunder
        ("Purchase Order") until final delivery is made even if such delivery is
        made after this Agreement terminates.

    5.2 This Agreement may be extended for an additional one (1) year term by
        mutual written agreement of the parties at least thirty (30) days prior
        to the expiration of the current term.


    6   PRICES
    6.1 The current LEADTEK Price List for each of the Products is contained in
        Schedule "B" attached hereto. LEADTEK shall have the right to reduce the
        Price List for any Product upon thirty (3) days prior notice to the
        Distributor. The resulting change(s) shall not apply to purchase orders
        accepted by LEADTEK before the effective date of the change.


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    6.2 The prices are exclusive of any taxes of any nature whatsoever,
        including, without limitation, sales, or privilege taxes, all of which
        shall be paid by the Distributor, except for any taxes based on
        LEADTEK's net income. Any and all taxes related to the import of the
        Products shall be paid by LEADTEK.

    6.3 In the event of a reduction of the prices (net of any discounts), orders
        for Products affected by the price reduction shall be adjusted to
        reflect the price decrease, meaning that all outstanding Purchase Orders
        will be adjusted to take this new price. The Distributor will receive a
        credit equal to the difference between the original Distributor price
        and the new lower price (net of any discounts) on inventory in the
        Distributor's stock not over forty-five (45) days old upon the effective
        date of the price reduction to be applied against the new purchase
        orders.


    7   PURCHASE ORDERS
    7.1 All purchase orders submitted by the Distributor to LEADTEK shall be
        directed to:

                             LEADTEK RESEARCH, Inc.
                             46732 Lakeview Blvd.
                             Freemont, CA 94538
                             Attn: Margaret Huang

    7.2 The terms and conditions of the Agreement shall apply to any purchase
        order placed by Distributor. In the event of any inconsistent, different
        or additional terms as set forth in any purchase order issued by
        Distributor, such inconsistent, different or additional terms shall be
        of no force and effect whatsoever and this Agreement shall be governing.
        Any such purchase order shall be deemed to Have been issued by
        Distributor solely for its internal administrative purposes.

    7.3 All Purchase Orders are issued, non-cancelable, by Distributor to
        Leadtek, thirty days before beginning of each quarter, and will include
        delivery dates for three monthly shipments no one month of which will
        contain less than twenty five (25) percent of the total order volume,
        based upon minimum commitment levels outlined in Schedule C. Additional
        purchase orders can be placed at any time with a thirty day lead time
        for shipment of Products included on these purchase orders.


    8   PAYMENT TERMS
    8.1 Payment for Products will be made by Distributor to LEADTEK by wire
        transfer within three days of shipment of product from FOB point at
        Fremont, CA based on the applicable bill of lading. A standby Letter of
        Credit shall be provided by Distributor for the benefit of Leadtek in an
        amount sufficient to cover shipments Within the following 30 days.


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    8.2 If, at Leadtek's sole judgment, the distributor's financial condition at
        any time prior to shipment so warrants, the Leadtek may suspend delivery
        of Products until the Distributor provides assurance of performance,
        satisfactory of Leadtek, or prepay for such Products before shipment.

    8.3 All payments shall be made in accordance with the instructions appearing
        on LEADTEK's invoices. The Distributor agrees that if any payments due
        to Leadtek are not made when due, the distributor shall thereupon pay a
        late charge to Leadtek on such overdue payment at the rate of the higher
        of (i) five (5%) percent per annum or (ii) the highest permissible by
        the laws until such overdue payments have been paid in full. This
        obligation to pay a late charge shall not be constructed to obligation
        of Leadtek to allow any payments to be made after the dates upon which
        are due or to obligate Leadtek to grant any extension of time in the
        terms of payment. All fees and expenses (including attorney fees and
        expenses) incurred for the collection of delinquent charges will be
        payable by the Distributor


    9   TERMS OF SHIPMENT
    9.1 All shipments will be made F.O.B. Fremont, CA. The Distributor shall
        make all shipping arrangements and denote them on each purchase order or
        release. The Distributor shall pay for all shipping charges, cost of
        insurance, and any Applicable sales or usage tax.

    9.2 The delivery date for purposes of this Agreement shall be the date that
        the Distributor and LEADTEK agree upon, in writing, for delivery of the
        Products and that is incorporated in writing by the Distributor in its
        Purchase Order.

    9.3 LEADTEK will provide standard packaging for the Products, suitable for
        shipment via UPS or other common carrier.


    10  TITLE AND RISK OF LOSS
    Title to all Products passes to the Distributor upon LEADTEK's delivery of
    Products to carrier or the Distributor's agent, whichever occurs earlier.
    LEADTEK will not be liable for loss, delay in delivery, or damage to any
    Product after title has passed to the Distributor.


    11   RETURNS (OTHER THAN FOR AUTHORIZED STOCK ROTATION)
    11.1 Any Products returned to LEADTEK will be repaired or replaced by
         Leadtek within twenty-one (21) days of receipt of returned merchandise,
         depending upon which course of action and resolution is deemed more
         appropriate in a given circumstance, based on the following conditions:


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         11.1.1  A written request for a Return Merchandise Authorization (RMA)
                 must be made and granted by LEADTEK, in advance of the return.

         11.1.2  All returns by Distributor must be made freight pre-paid unless
                 Leadtek has provided Products that aggregate to a failure rate
                 in excess of three percent (3%) of the total products
                 purchased. If such failure rate exceeds three percent (3%) then
                 Leadtek shall pay the freight for the returned defective
                 Products above this three percent (3%) and shall pre-pay the
                 freight for same to Distributor FOB Dallas, Texas for any
                 replacement Products.

         11.1.3  Product will not be accepted that was held by the Distributor
                 for a period Longer than six (6) months from the shipping date.

         11.1.4  LEADTEK will not accept for return discontinued Products unless
                 such products were purchased prior to the announcement of their
                 discontinuance.


    12   TERMINATION/CANCELLATION/RESCHEDULING CHARGES
    12.1 The Distributor shall have the right to delete, cancel, and/or
         reschedule standard Products to be delivered under any purchase order.
         Such deletions, cancellations and/or rescheduling must be submitted to
         LEADTEK in writing at least thirty (30) days prior to the scheduled
         ship date of said Products in order to avoid cancellation/rescheduling
         charges. Any deletions, cancellations, or rescheduling made less than
         thirty (30) days prior to shipment shall be subject to the following
         charges:

         12.1.1  Standard Units & Options: Twenty percent (20%) of the selling
                 price;

         12.1.2  Modified or Special Units: One Hundred percent (100%) of the
                 selling price;

    12.2 Cancellation charges will not be applicable to any order, which the
         Distributor is forced to cancel, due to late or missed delivery by
         LEADTEK by at least 14 days.


    13   EXPENSES
         The Distributor shall pay all costs and expenses incurred by its
         organization and/or its employees, agents and representatives.


    14   CONFIDENTIAL INFORMATION
    14.1 The Distributor shall not utilize or disclose any confidential
         information, knowledge, or data concerning inventories, improvements,
         business, engineering, production methods, and/or trade secrets of


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         LEADTEK (the "Confidential Information"), except as LEADTEK may
         otherwise consent to in writing or unless the same information has
         become public knowledge through no fault by the Distributor.

    14.2 LEADTEK shall not utilize or disclose any confidential information,
         knowledge, or data concerning inventories, improvements, business,
         engineering, production methods, customer information and/or data
         and/or trade secrets of the Distributor, except as the Distributor may
         otherwise consent to in writing or unless the same information has
         become public knowledge through no fault by LEADTEK.


    15   DISTRIBUTOR'S DUTIES
    15.1 The Distributor will use its best efforts to actively promote the
         marketing, sales, and distribution of Products to meet and hopefully
         exceed the minimum purchase requirements necessary to maintain
         exclusivity.

    15.2 The Distributor will provide prompt and effective service to customer
         orders, questions, and problems.

    15.3 The Distributor will uphold LEADTEK's image by handling claims,
         complaints, and customer service issues expeditiously and
         professionally so that LEADTEK's Trade-marks will retain their value in
         the market place.

    15.4 On a monthly basis, the Distributor will submit to LEADTEK a
         comprehensive sales forecast covering the next six (6) month period for
         all Products.

    15.5 On a quarterly basis, the Distributor will supply LEADTEK with
         information summarizing significant marketing activity, trends and
         conditions.

    15.6 During the term of this Agreement, the Distributor shall secure a
         minimum quarterly quota of orders for Products within the Territory.
         The minimum quarterly order quota shall be set forth in Schedule "C".
         The Distributor, to maintain its exclusivity, shall be obligated to
         purchase and pay for such minimum quarterly commitment, to be satisfied
         by submitting orders reflective of these quantities to LEADTEK. Placing
         purchase orders and fulfilling payment conditions consistent with
         minimum quarterly quotas outlined, as well as complying with all other
         terms and conditions of this Agreement ensures maintenance of exclusive
         distribution rights by the Distributor. The exception to this is that
         for one quarter during the duration Of the Agreement, the Distributor
         may procure 80% of the minimum Quarterly quota without invalidating its
         exclusive distribution rights.


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    15.7 On a monthly basis, the Distributor shall supply LEADTEK with a list of
         Products sold and their destinations by zip code or state (Point of
         Sale Report).

    15.8 The Distributor will maintain an adequate and representative inventory
         of the Products to insure an exemplary level of customer service.

    15.9 The Distributor will maintain adequate service facilities to execute
         Product support and implement RMA procedures in an efficient manner to
         meet customer's service requirements.

    15.10 The Distributor will use best efforts to promote the Products through
         media advertising, trade shows, internet, seminars, public relations
         activities, direct sales or any other means designed to bring them to
         the attention of potential customers.

    15.11 The Distributor will keep LEADTEK informed regarding conditions in the
         Territory relevant to the sale of the Products, including marketing
         trends, competing products, rules and regulations affecting the sale or
         use of the Products and all extraordinary events relating to the
         Products.

    15.12 The Distributor will refer to LEADTEK all inquiries regarding the sale
         or use of the Products outside the Territory.

    15.13 Except with the prior written approval of LEADTEK, the Distributor
         shall not make sales or deliveries of the Products to purchasers who
         are located outside the Market or the Territory unless otherwise agreed
         by LEADTEK. LEADTEK will allow Distributor to make sales to other
         territories so long As there is no exclusive distributor with marketing
         or sales activities being Implemented in those territories.

    15.14 The Distributor hereby represents and warrants to and covenants with
         LEADTEK that the Distributor is and shall be for so long as the
         Agreement is in effect, in compliance with all federal, state and local
         laws, regulations, orders, decrees, rulings and judgments applicable to
         the Distributor's ability to perform its obligations hereunder.


    16   RESTRICTIONS ON AUTHORITY

    16.1 The Distributor has no authority, under any circumstances, either
         expressed or implied, to incur any liability or obligations on behalf
         of LEADTEK, including, but not limited to:

    16.2 Making any quotations on any special Products, modifications to
         standard Products, special engineering or systems without a written
         quotation from LEADTEK;


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    16.3 Binding LEADTEK to any contract of employment. The Distributor is
         solely responsible for its own sales persons and its representatives,
         and for their actions. The Distributor has no authority to endorse
         checks or commercial papers, or to carry any accounts in the name of
         LEADTEK;

    16.4 Making any warranties or representations to third parties with regard
         to the Products without LEADTEK's prior written approval.


    17   INSPECTION BY MANUFACTURER
         The Distributor agrees that LEADTEK shall have the right to inspect the
         manner of use of the Trade Marks and Confidential Information (as
         herein defined) by the Distributor and the quality of the Distributor's
         distribution of the Products in connection with which the Trade marks
         and the Confidential Information are used. The Distributor also agrees
         that LEADTEK shall have the right to review any documents or items
         which are to be made available to the public which contain the Trade
         Marks and Confidential Information, including, without limitation,
         advertising, promotional materials and devices and contract forms.
         LEADTEK agrees to designate an employee to review all such documents or
         items. The Distributor shall consult regularly with LEADTEK's
         designated representative on the proper and appropriate use of the
         Trade Marks and Confidential Information in all such documents or items
         and shall submit representative samples thereof for written approval.


    18   INDEMNIFICATION BY THE DISTRIBUTOR AND BY LEADTEK
    18.1 The Distributor agrees, during and after the term of this Agreement, to
         indemnify and to hold LEADTEK harmless from and against any and all
         loss, damage, liability and costs and expenses (including reasonable
         attorney's fees and expenses) in connection therewith incurred by
         LEADTEK as a result of any breach of this Agreement by, or any act of
         omission or commission on the part of, the Distributor or any of its
         agents, servants or employees, from all claims, damages, suits or
         rights of any persons, firms or corporations arising from the operation
         of the business of the Distributor.

    18.2 LEADTEK agrees, during and after the term of this Agreement, to
         indemnify and and to hold the Distributor harmless from and against any
         and all loss, damage, liability and costs and expenses (including
         reasonable attorneys' fees and expenses) in connection therewith
         incurred by the Distributor as a result of any breach of this Agreement
         by, or any act of omission or commission on the part of, LEADTEK or any
         of its agents, servants or employees, from all claims, damages, suits
         or right of any persons, firms or corporations arising from the
         operation of the business of LEADTEK


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    19   LEADTEK RESPONSIBILITIES
    19.1 LEADTEK will provide the Products to the Distributor at the prices
         listed in Schedule "B" hereto.

    19.2 LEADTEK will provide technical support to the Distributor via telephone
         consultations during normal business hours of LEADTEK.

    19.3 LEADTEK will use reasonable efforts to provide assistance to the
         Distributor In special customer situations, when so requested, subject
         to the availability of LEADTEK's own resources.

    19.4 LEADTEK will support the Distributor by assisting in sales and
         marketing through joint calls and literature, at times reasonably
         satisfactory to LEADTEK.

    19.5 LEADTEK hereby represents and warrants to and covenants with The
         Distributor That Leadtek is and shall be for so long as this Agreement
         is in effect, in compliance with all federal, state and local laws,
         regulations, orders, decrees, rulings and judgments applicable to
         Leadtek's ability to perform its obligations hereunder.


    20   RESERVATION OF RIGHTS BY LEADTEK
         LEADTEK reserves the right, in its sole discretion and without thereby
         incurring any liability to Distributor, to modify or upgrade the
         Products as it sees fit during the term of the Agreement. Modification
         or upgrade of the "Products" may be implemented for many reasons
         including improving reliability and/or compatibility of the Products,
         enhancing Products performance, and substituting integral components of
         the Products with replacement components similar in function. If
         LEADTED upgrades the Products in a manner that reduces the Products
         ability to be used by Distributors customers, LEADTEK agrees to supply
         Distributor Products that do not contain the modification or upgrade
         for the term of this agreement.


    21   FORCE MAJEURE
         LEADTEK and the Distributor shall not be liable for delays in delivery
         or failure to manufacture due to causes beyond their reasonable
         control. Such causes may include, but are not restricted to Acts of
         God, fires, floods, strikes, accidents, riot, war, government
         interference, rationing allocations and embargoes. In the event of a
         delay, the date or dates for performance of this Agreement shall be
         extended for a period equal to the time lost by reason of delay,
         provided that either party who is not affected by any of such causes
         may terminate the Agreement immediately upon written notice to the
         other party should any of such causes last over 60 days.


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    22   WARRANTY
    22.1 LEADTEK warrants that for a period of twelve (12) months from the date
         of Shipment to the Distributor, the Products shall be free from defects
         in material and workmanship. Any claim for defect in material or
         workmanship shall be submitted promptly in writing and shall include an
         explanation of the circumstances leading to such claim. Upon receipt
         and verification of such claim, and upon LEADTEK taking possession of
         this defective Product, LEADTEK shall take action to correct such
         defect by repair and/or replacement with a turnaround time for such
         corrective action taking no more than twenty-one days. LEADTEK's
         liability under this warranty is limited to repair or replacement of
         defective parts, and that liability shall in no case exceed the initial
         purchase price of the applicable Product.

    22.2 The above warrant is based on all work being done at LEADTEK's plant.
         If the Distributor wishes LEADTEK to accomplish any corrections or
         rework at the Distributor's plant or any other facility designated by
         the Distributor, regardless of the responsibility of said defect, the
         Distributor agrees to compensate LEADTEK at is prevailing Field Service
         man/day rate, plus travel, per diem, and local transportation costs.

    22.3 If a defect is determined by LEADTEK to have been caused by the
         Distributor, The Distributor's customer, or by other equipment under
         the control of the Distributor, the Distributor shall pay all repair or
         replacement costs.

    22.4 The Distributor shall be responsible for return transportation and the
         safe arrival of all items returned to LEADTEK under this warranty,
         except pursuant to section 11.1.2.

    22.5 There are no other warranties, expressed or implied, including any
         warranty of merchantability, non-infringement of third party rights
         and/or fitness for a particular purpose.


    23   INDEMNITY
    23.1 LEADTEK agrees to defend the Distributor in any suit brought against it
         alleging that the Products sold hereunder, uncombined with non-LEADTEK
         equipment directly infringe United States Patent, United States
         Trademark, United States Copyright or other United States intellectual
         property right owned by others, provided LEADTEK is promptly notified,
         given assistance required and permitted to direct the defense. Further,
         LEADTEK will pay any judgment based on such infringement, rendered in
         such by final judgment of a court of last resort, but shall have no
         liability for settlements or costs incurred without its written
         consent.


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    23.2 If the Distributor's use of the Product is enjoined, or in the event
         that LEADTEK desires to minimize its liabilities hereunder, LEADTEK
         may, at its option, either substitute other equally suitable articles,
         modify the Products so that they no longer infringe, obtain for the
         Distributor the right to continue their use, or accept return of the
         articles. In the latter event, LEADTEK will reimburse to the
         Distributor the purchase price actually paid.

    23.3 The foregoing constitutes the entire liability of LEADTEK for any
         infringement of any intellectual property of a third party. No
         indemnity shall apply to equipment or Product made or modified to the
         Distributor's or their customer's own specifications or design.


    24   CONSEQUENTIAL DAMAGES
         In no event shall LEADTEK be liable to the Distributor or to the
         Distributor's employees, officers, directors, shareholders, customers
         or affiliates for any incidental or consequential damages, including,
         without limitation, or any loss, damage, claim, liability or expense,
         of any kind or nature, caused directly or indirectly by the furnishing
         of services or Products pursuant to this Agreement, or by any
         interruption of service, or loss of use thereof or for any loss of
         business or damage to the Distributor or end user whatsoever and
         however caused, even LEADTEK is aware of the risk of such damages.

    24.1 In no event shall Distributor be liable to LEADTEK or to LEADTEK's
         employees, officers, directors, shareholders, customers or affiliates
         for any incidental or consequential damages, including, without
         limitation, or any loss, damage, claim, liability or expense, of any
         kind or nature, caused directly or indirectly by the furnishing of
         services or Products pursuant to this agreement, or by any interruption
         of service, or loss of use thereof or for any loss of business or
         damage to LEADTEK or end user whatsoever and however caused, even if
         Distributor is aware of the risk of such damages.


    25   TERMINATION OR CANCELLATION
         The term of this agreement shall be for an initial period of eighteen
         (18) months from its Effective Date as the date appear on the first
         page, and in the event that Distributor faithfully performs its entire
         obligation required hereby. At any time during the initial term or any
         extended term of this Agreement either party shall have termination
         right except for the reason as stated in Section 25.1. The Agreement
         shall automatically expire at the end of the said period.

    25.1 Termination by the Distributor. The Distributor may, upon ten (10) days
         prior Written notice to LEADTEK, terminate this Agreement and/or any
         Purchase Order issued hereunder if:


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         25.1.1 LEADTEK fails to perform any material provision of this
         Agreement for thirty (30) days after written notice of such failure has
         been provided by the Distributor to LEADTEK and fails to cure such
         failure within such thirty (30) day period; or

         25.1.2 Any receiver of any property of LEADTEK shall have been
         appointed; LEADTEK shall have made an assignment for the benefit of
         creditors; LEADTEK shall have made any assignment or have had a
         receiving order made against it under the applicable bankruptcy laws;
         LEADTEK shall have become bankrupt or insolvent; LEADTEK shall have
         made application for relief under the provisions of any statute now or
         hereafter in force concerning bankrupt or insolvent debtors; or any
         action whatever, legislative or otherwise, shall have been taken with a
         view to the winding up, dissolution or liquidation of LEADTEK.

    25.2 Termination by LEADTEK. LEADTEK may, by ten (10) days prior written
         Notice to the Distributor, terminate this Agreement if the Distributor
         fails to:

         25.2.1 Pay invoices submitted by LEADTEK within the time specified
         herein for fifteen (15) days after written notice of such failure has
         been provided by LEADTEK to the Distributor; or

         25.2.2 Meet the minimum commitment level as specified I Section 15.6;

         25.2.3 Perform any material provision of this Agreement for thirty (30)
         days after written notice of such failure has been provided by LEADTEK
         to the Distributor; or

    25.3 Any receiver of any property of the Distributor shall have been
         appointed; the Distributor shall have made an assignment for the
         benefit of creditors; the Distributor shall have made any assignment or
         have had a receiving order made against it under the applicable
         bankruptcy laws; the Distributor shall have become bankrupt or
         insolvent; the Distributor shall have made application for relief under
         the provisions of any statute now or hereafter in force concerning
         bankrupt or insolvent debtors; or any actions whatever, legislative or
         otherwise, shall have been taken with a view to the winding up,
         dissolution or liquidation of the distributor.

    25.4 Continuing Obligations

         25.4.1 In the event of termination of this Agreement, LEADTEK shall in
         no event be excused from performing in accordance with its terms and
         the terms of this Agreement, all open Purchase Orders for Products to
         the extent such Purchase Orders have not been terminated. The
         Distributor's sole obligation with respect to such Purchase Orders
         shall be to pay for the Products delivered pursuant thereto that have
         been accepted in writing by the Distributor. Except for such


                                     - 13 -
<PAGE>


         obligation, the Distributor shall have no liability to LEADTEK whether
         based on this Agreement or a Purchase order or any other basis
         whatsoever.

         25.4.2 In the event of the termination of this Agreement for any reason
         except pursuant to Section 26.1.2 hereof, all rights and interest
         granted to the Distributor by LEADTEK under the terms of this Agreement
         shall immediately revert to LEADTEK and the Distributor shall within
         thirty (30) days after said termination return to LEADTEK, at the
         Distributor's expense, all written documents of LEADTEK of whatever
         kind including drawings and copies of any kind made thereof by anybody,
         relating to the Products or the sale thereof. The Distributor agrees
         that, in the event of such termination it will immediately discontinue
         and no longer use in any manner whatsoever any of LEADTEK's documents
         or Confidential Information received hereunder relating to the Products
         and that it will immediately discontinue the sale of the Products
         except those already purchased and the use of the Trademarks of
         LEADTEK.

         25.4.3 In the event of the termination of this Agreement, all rights
         and interest granted to LEADTEK by the Distributor under the terms of
         this Agreement shall immediately revert to Distributor.

    25.5 Survival of Provisions.
         The following provisions shall survive the termination of this
         Agreement for whatever reasons: Sections 1, 8.1, 8.3, 10.1, 11, 12, 13,
         14, 16, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31 and 32.


    26   GENERAL CONDITIONS
    26.1 No amendment, change or revision, or discharge of this agreement shall
         have any Force or effect unless set forth in writing and signed by duly
         authorized representatives of both parties.

    26.2 The sale of Products covered by this agreement does not convey any
         license, By implication, estoppels or otherwise, under any proprietary,
         patent, trademark or copyrights of LEADTEK or of the Distributor.

    26.3 ILLEGAL PAYMENTS; The Distributor certifies, and will certify each
         year, that Distributor does not make payments which are illegal in the
         USA or in the country in which such payments are made in connection
         with the political contributions which are illegal in the USA or in the
         country in which such contributions are made, to any Government,
         Government official, political party, political candidate, or other
         political organization.


                                     - 14 -
<PAGE>


    27   COMPLETE AGREEMENT
    27.1 This Agreement, including all attachments, constitutes the entire
         agreement Between the parties with respect to the subject matter
         hereof, and supersedes all previous communications, representation,
         understanding, and agreements, either oral or written between the
         parties or any official or representative thereof. This Agreement shall
         be modified only by the instrument in writing and signed by duly
         authorized representatives of both parties.

    27.2 Notwithstanding any other provisions in this agreement to the contrary,
         LEADTEK shall indemnify, defend and otherwise hold harmless the
         Distributor from all cost, loss, damage, liability, or expense of
         whatsoever nature, including attorney's fees, arising from or in any
         way connected with any proceeding (legal or equitable) or claim brought
         or asserted against the Distributor by any third party arising from or
         in any way connected with the design, materials or manufacture of
         Products purchased under this agreement by the Distributor, provided
         that such proceeding or claim did not arise from any conduct or
         omission of the Distributor.

    27.3 Notwithstanding any other provisions in this agreement to the contrary,
         the Distributor shall indemnify, defend and otherwise hold harmless
         LEADTEK from all cost, loss, damage, liability, or expense of
         whatsoever nature, including attorney's fees, arising from or in any
         way connected with any proceeding (legal or equitable) or claim brought
         or asserted against LEADTEK by any third party arising from or in any
         way connected with the conduct or omission of Distributor, other than
         those arising from the conduct or omission of LEADTEK.


    28   NOTICES
    28.1 All notifications, reports, requests for changes, or additions to this
         Agreement Shall be in writing and addressed as follows:

         The Distributor:                   VISEON PVT, Inc.
                                            8700 North Stemmons Freeway
                                            Suite 310
                                            Dallas, TX 75247



         LEADTEK:                           LEADTEK RESEARCH, Inc.
                                            46732 Lakeview Blvd.
                                            Fremont, CA 94538



                                     - 15 -
<PAGE>


    28.2 Addresses may be modified at any time by written notification from one
         party to the other party. Any such notice or other communication shall
         be deemed given and effective when delivered personally or by e-mail or
         three (3) days after the postmark date if mailed by certified or
         registered mail, postage prepaid, return receipt requested, addressed
         to a party as stated above.

    28.3 SEVERABILITY
         If any provision herein shall be held to be invalid or unenforceable
         for any reason, such provision shall, to the extent of such invalidity
         or unenforceability, be severed, but without in any way affecting the
         remainder of such provisions or any other provision contained herein,
         all of which shall continue in full force and effect.

    28.4 ASSIGNMENT
         The delegation or assignment by either party hereto of any or all of
         its duties, obligations or rights hereunder, without the prior written
         consent of the other party hereto, shall be void. However, nothing
         herein shall be construed to prevent LEADTEK from assignment its right
         to receive payments due it under the terms of this Agreement.


    29   GOVERNING LAW
         This Agreement and all disputes and suits related thereto shall be
         governed by and construed and interpreted in accordance with the laws
         of the State of California without regard to any conflicts of law
         rules.


    30   NO WAIVER
         No delay or failure by either party to exercise or enforce at any time
         any right or provision of this Agreement shall be considered a waiver
         thereof or of such party's right thereafter to exercise or enforce each
         and every right and provision of this Agreement. A waiver to be valid
         shall be in writing, but need not be supported by consideration.


    31   RELATIONSHIP OF THE PARTIES
         The relationship between LEADTEK and the Distributor shall be that of
         vendor and purchaser; neither party hereto, its agents and employees,
         shall under no circumstances be deemed agents or representatives of the
         other party hereto and neither party hereto shall have any right to
         enter into any contracts or commitments in the name or on behalf of the
         other party hereto or to bind the other party hereto in any respect
         whatsoever.


                                     - 16 -
<PAGE>


    32   MISCELLANEOUS
    32.1 Unless otherwise specified herein, all payments required to be made
         hereunder Shall be made in United States funds.

    32.2 Time shall be of the essence of this Agreement and of each and every
         part Hereof.



IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date first above written.




LEADTEK RESEARCH, INC.                      VISEON PVT, INC.

By: /s/ Hun Shen Yue                        By: /s/ John Harris
    ------------------------------              ------------------------------
        Hun Shen Yue                                John Harris

Title:  VP Operations                               President

Date: September 19, 2002                    Date: October 07, 2002
    ------------------------------              ------------------------------


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