**THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATIONAGREEMENT BY DIGITAL INVESTORS, L.L.C. IN FAVOR OF WELLS FARGO BUSINESS CREDIT,INC. DATED AS OF OCTOBER 2, 2001.**

 

PROMISSORY NOTE
| **$800,000** | **LAS VEGAS, NEVADA** | **October 2, 2001** |
|--------------|-----------------------|---------------------|

 

             FORVALUE RECEIVED, VISEON, INC**.,**a Nevada corporation("Maker"), withits principal place of business at 8700 N. Stemmons Freeway, Suite 310, Dallas,Texas 75247 hereby promises to pay to the order of**DIGITAL INVESTORS, L.L.C.,**aNevada limited liability companyor its designee ("Payee") at LasVegas, Clark County, Nevada or at such other place in the State of Nevada asany Holder of this Note may designate in writing, the sum of **EIGHTHUNDRED****THOUSAND DOLLARS ($800,000),** with interestfrom the date hereof on the Principal Amount from time to time remaining unpaidat the rate of twelve percent (12%) per annum. Interest on this Note shall be calculated based upon a year of 365days.  All payments of principal andinterest shall be made in lawful money of the United States of America

             **This Note isdue and payable as follows:** ***Interest Only***shall be due and payable quarterly in arrears. The first such payment of interest only is due and payable on the 2ndday of January 2002, with a like payment of interest only being due and payableon the 2nd day of each succeeding third month.  On October 1, 2002, all Principal and allaccrued but unpaid interest shall be due and payable in full.  All payments hereunder shall be appliedfirst to the payment of interest and then to the outstanding Principal Amount.

             ***Notwithstanding any other provisionsof this Note, in no event shall the amount of interest payable hereon exceedthe maximum amount of interest permitted to be charged or payable hereon byapplicable law.***

             **Payments. **All payments hereunder shall bemade on or before the due date and shall be delivered to Payee at 16901 DallasParkway, Suite 230, Addison, Texas 75001, or at any such other address as payeemay designate in writing.

             **SpecialProvisions**.  At all timeswhile any amounts remain outstanding under this Note, Payee shall have theright to appoint three (3) members to the Board of Directors of Maker.

             **Event ofDefault. **In case an Event ofDefault (as defined below) shall occur and shall be continuing, the PrincipalAmount due and payable as of or prior to the date of the occurrence of suchEvent of Default but not yet paid shall become (along with all accrued butunpaid interest) immediately due and payable. For purposes of this Note any Event of Default shall have occurred if:

(i)          Maker shall fail to make any paymentpursuant hereto on or before the date when due;

(ii)         Maker fails to perform promptly at thetime and strictly in the manner provided in this Note or the SecurityAgreement, and such failure shall continue for a period of five (5) calendardays after notice;

(iii)        Maker shall (a) execute an assignmentfor the benefit of creditors, (b) admit in writing its inability to pay itsdebts generally as they become due, (c) voluntarily seek the benefits of anyDebtor Relief Law which could suspend or otherwise effect Payee’s rightshereunder, or (d) take any corporate action to authorize any of the forgoing;and

(iv)       The net worth of the Maker (as determinedby its auditors) is less than $ 10,000.

**             Acceleration.**  If default is made in the payment of anyinstallment of interest due under this Note, the entire principal balance owinghereon shall at once become due and payable, at the option of the Payee(s)without written notice of acceleration to the Maker, which Maker herebyspecifically waives.  Failure toexercise this option shall not constitute a waiver of the right to exercise thesame in the event of any subsequent default. Payee may declare immediately due the entire indebtedness, including theunpaid principal balance on this Note, all accrued unpaid interest and allother amounts, costs and expenses for which Maker is responsible under thisNote or pertaining to this Note.

             **Waivers. **Maker and any other person whosigns, makes, guarantees or endorses this Note, to the extent allowed by law,waive presentment, demand for payment, protest, notice of dishonor, notice ofintent to accelerate the maturity of this Note, notice of acceleration of thematurity of this Note, diligence in collecting, grace, notice and protest andagree to one or more extensions for any period or periods of time and partialpayments before or after maturity without prejudice to theholder.  Upon any change in the terms of this Note,and unless otherwise expressly stated in writing, no party who signs this Note,whether as Maker, guarantor, accommodation to Maker or endorser, shall bereleased from liability.  All suchparties agree that Payee may renew, extend (repeatedly and for any length oftime) or modify this loan, or release any party or guarantor or collateral; orimpair, fail to realize upon or perfect Payee's security interest in thecollateral without the consent of or notice to anyone.

             **Usury.**  All agreements between the undersigned andthe holder hereof, whether now existing or hereafter arising and whetherwritten or oral are hereby limited so that in no contingency, whether by reasonof demand for payment or acceleration of the maturity hereof or otherwise,shall the interest contracted for, charged or received by the holder hereof exceedthe maximum amount permissible under applicable law.  In particular, this section means (among other things) that Makerdoes not agree or intend to pay, and Payee does not agree or intend to contractfor, charge, collect, take, reserve or receive (collectively referred to hereinas "Charge or Collect"), any amount in the nature of interest or inthe nature of a fee for this loan, which would in any way or event (includingdemand, prepayment, or acceleration) cause Payee to charge or collect more forthis loan that the maximum Payee would be permitted to charge or collect byFederal law or the laws of the State of Nevada (as applicable).  Any such excess interest or unauthorized feeshall, instead of anything stated to the contrary, be applied first to reducethe principal balance of this loan, and when the principal has been paid infull, be refunded to Maker.  The rightto accelerate maturity of sums due under this Note does not include the rightto accelerate any interest that has not otherwise accrued on the date of suchacceleration, and Payee does not intend to charge or collect any unearnedinterest in the event of acceleration. All sums paid or agreed to be paid to Payee for the use, forbearance ordetention of sums due hereunder shall, to the extent permitted by applicablelaw, be amortized, prorated, allocated and spread throughout the full term ofthe loan evidenced by this Note until payment in full so that the rate oramount of interest charged to the account of the loan evidenced hereby does notexceed the applicable usury ceiling. Payee may delay or forgo enforcing any of its rights or remedies underthis Note without losing them.  If forany circumstances whatsoever, interest would otherwise be payable to the holderhereof in excess of the maximum lawful amount the interest payable to theholder hereof shall be reduced to the amount permitted under applicable law;and if for any circumstances, the holder hereof shall ever receive anything ofvalue deemed interest by applicable law in excess of the maximum lawful amount,an amount equal to any excessive interest shall be applied to the reduction ofthe principal hereof and such excess shall be refunded to Maker.  This Section shall control all agreementsbetween Maker and the holder hereof.

             **Collateral.** The indebtedness evidenced by this PromissoryNote shall be secured pursuant to that certain Security Agreement of even dateherewith, executed by Maker in favor of Payee.

             **Captions. **The headings are included hereinfor ease of reference only and shall not be considered in the construction orinterpretation of the terms and provisions of this date.

             **Attorneys'Fees. **If this Note is placedin the hands of an attorney for collection or if all or any part of theindebtedness represented hereby is proved established or collected in any courtor in any bankruptcy receivership, debtor relief, probate or other courtproceedings, the Maker agrees to pay reasonable attorney's fees and collectioncosts to the Payee(s) hereof in addition to the principal and interest payablehereunder.

             **Severability. **The inclusion of specific defaultprovisions or rights of Payee shall not preclude Payee's rights to declarepayment of this Note on its terms pursuant to common law of any applicablestatute. If any part of this Note cannot be enforced, this fact will not affectthe remainder of the Note that is enforceable.

             ***This Note may be prepaid in whole orin part without premium or penalty.***

             **THIS NOTEHAS BEEN DELIVERED TO AND ACCEPTED BY LENDER IN CLARK COUNTY, NEVADA AND SHALLBE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFNEVADA.  ANY LEGAL PROCEEDINGSINSTITUTED UNDER THIS NOTE SHALL BE BROUGHT IN CLARK COUNTY, NEVADA.**

**             IN WITNESSWHEREOF, VISEON, INC.**has caused this Note tobe dated October 2, 2001, and to be executed on its behalf by its officerthereunto duly authorized.
|          |         |
|---------------|--------------|
| **MAKER**:    |         |
|          |         |
| VISEON,  INC. |         |
|          |         |
|          |         |
|          |         |
|          |         |
|               |
| By:           | John  Harris |
| Its:          | President    |
|               |              |  |