Exhibit 10.60

SILICON VALLEY BANK

      AMENDMENT TO LOAN DOCUMENTS


BORROWER:  VISEON, INC.

ADDRESS:   8700 N. STEMMONS FRWY #310
           DALLAS, TX 75247

DATE:      JULY ___, 2002


         THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley
Bank ("Silicon") and the borrower named above ("Borrower").

         The Parties agree to amend the Loan and Security Agreement between
them, dated December 5, 2001 (as amended, the "Non-Exim Loan Agreement") and the
Loan and Security Agreement (Exim Program) between Borrower and Silicon dated
December 5, 2001 (the "Exim Loan Agreement"), as follows, effective as of the
date hereof. (Capitalized terms used but not defined in this Amendment, shall
have the meanings set forth in the Non-Exim Loan Agreement.)

         1. AMENDMENT TO SCHEDULE - NON-EXIM LOAN AGREEMENT. The Schedule to the
Non-Exim Loan Agreement is hereby deleted and replaced with the Amended Schedule
attached hereto. The Loans presently outstanding under the Non-Exim Loan
Agreement in effect prior to the date of this Agreement shall be repaid
concurrently with the proceeds of new Advances made pursuant to the Amended
Schedule attached hereto, and charges with respect to the same shall be computed
based on new Advances in said amount being made concurrently herewith.

         2. LOANS DISCRETIONARY. Section 1.1 of the Non-Exim Loan Agreement is
amended to read as follows: "Silicon will make loans to Borrower (the "Loans" or
"Advances"), in amounts determined by Silicon in its sole discretion, up to the
amounts (the "Credit Limit") shown on the Schedule, provided no Default or Event
of Default has occurred and is continuing, and subject to deduction of any
Reserves for accrued interest and such other Reserves as Silicon deems proper
from time to time.

         3. DELETE EARLY TERMINATION FEE. If the Non-Exim Loan Agreement is
terminated by Borrower or by Silicon under Section 6.2 of the Non-Exim Loan
Agreement, Silicon agrees not to charge the termination fee provided for in
Section 6.2 of the Non-Exim Loan Agreement.

         4. EXIM LOAN AGREEMENT. The portion of Section 1 of the Schedule to the
Exim Loan Agreement, which presently reads: "An amount not to exceed the lesser
of (a) a total of $1,000,000 at any one time outstanding (the 'Maximum Credit
Limit'), or (b) 75% of the amount of Borrower's Eligible Receivables (as defined
in Section 8 above); provided that the total outstanding Obligations under this
Loan Agreement and under the Non-Exim Agreement (as defined below) shall not at
any time exceed $2,500,000 (the 'Overall Credit Limit')" is amended to read as
follows:

                  "An amount not to exceed the lesser of (a) a total of
                  $1,000,000 at any one time outstanding (the 'Maximum Credit
                  Limit' or the 'Overall Credit


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SILICON VALLEY BANK                                  AMENDMENT TO LOAN DOCUMENTS


                  Limit'), or (b) 80% of the amount of Borrower's Eligible
                  Receivables (as defined in Section 8 above)."

         5. REPRESENTATIONS TRUE. Borrower represents and warrants to Silicon
that all representations and warranties set forth in the Non-Exim Loan Agreement
and the Exim Loan Agreement, as amended hereby, are true and correct.

         6. GENERAL PROVISIONS. This Amendment, the Loan Agreement, the Exim
Loan Agreement, and any prior written amendments signed by Silicon and Borrower,
and the other written documents and agreements between Silicon and Borrower set
forth in full all of the representations and agreements of the parties with
respect to the subject matter hereof and supersede all prior discussions,
representations, agreements and understandings between the parties with respect
to the subject hereof. Except as herein expressly amended, all of the terms and
provisions of the Non-Exim Loan Agreement, the Exim Loan Agreement, and all
other documents and agreements between Silicon and Borrower shall continue in
full force and effect and the same are hereby ratified and confirmed.

BORROWER:                                   SILICON:

VISEON, INC.                                SILICON VALLEY BANK


BY                                           BY
   ---------------------------------            --------------------------------
     PRESIDENT OR VICE PRESIDENT             TITLE
                                                   -----------------------------
BY
   ---------------------------------
     SECRETARY OR ASS'T SECRETARY


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