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                                                                   Exhibit 10.21

                        FIRST AMENDMENT AND MODIFICATION
                           ACIS-VSI WARRANT AGREEMENT
                                SEPTEMBER 7, 2001

     This First Amendment and Modification to ACIS-VSI Warrant Agreement (the
"Amendment") amends and modifies that certain ACIS-VSI Warrant Agreement (the
"Warrant") by and between VSI Enterprises, Inc. ("VSI"), a Delaware corporation,
and ACIS, Inc. ("ACIS"), a Texas corporation, dated as of September 9, 1999.

                              W I T N E S S E T H:

         WHEREAS, VSI and ACIS previously entered into the Warrant dated
September 9, 1999; and

         WHEREAS, VSI and ACIS desire to amend certain provisions of the
Warrant; and

         WHEREAS, both parties are willing to modify the Warrant as provided
herein.

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, hereby agree as follows:

         1.       Paragraph 1 of the Warrant shall be deleted in its entirety
and replaced with the following:

         ACIS grants VSI a warrant to purchase up to 1,005,500 shares of its
         common stock (the "Warrant Shares"). This Warrant may be exercised only
         upon VSI's completion of one or more equity transactions and may only
         be exercised at a rate equal to one Warrant Share for each $2.00 in
         equity raised.

         2.       Paragraph 2 of the Warrant shall be deleted in its entirety
and replaced with the following:

         VSI may purchase the Warrant Shares utilizing cash and/or shares of VSI
         common or preferred stock (the "VSI Shares"). For purposes of
         calculating the number of VSI Shares to be issued as payment of the
         Exercise Price, the VSI Shares shall be valued at the highest weighted
         average price of any new common and/or preferred shares issued pursuant
         to any private placement(s) undertaken prior to March 31, 2002. Any
         anti-dilution provisions, warrants, or other special stipulations or
         terms attached to the shares issued pursuant to such private
         placement(s) shall also apply to the VSI Shares issued as part of the
         Warrant.
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         3.       Paragraph 4 of the Warrant shall be modified such that the
expiration date of the Warrant shall be March 31, 2002.

         4.       The first sentence of Paragraph 5 of the Warrant shall be
deleted in its entirety and replaced with the following:

         In order to exercise this Warrant, in whole or in part, VSI shall
         deliver to ACIS at its principal office at the address set forth in the
         first paragraph of the Warrant, attention R.L.Mays, Jr.: (i) a written
         notice of VSI's election to exercise this Warrant, which notice shall
         specify the number of shares to be purchased pursuant to such exercise;
         (ii) cash or a certificate representing the requisite number of VSI
         shares; and (iii) written confirmation that VSI has raised an amount of
         equity capital equal to or greater than $2.00 multiplied by the number
         of Warrants being exercised.

         5.       ACIS hereby represents and warrants that, as of the date
hereof, the fully diluted number of outstanding shares of ACIS common stock and
options is 5,522,000.

         6.       Except to the extent otherwise provided in this Amendment, the
Warrant shall remain unchanged and in full force and effect. This Amendment
constitutes the full and complete understanding of the parties with respect to
the amendment, supplement and modification of the Warrant, and supersedes all
prior oral or written understandings with respect to the amendment, supplement
and modification of the Warrant. This Amendment may be signed in any number of
counterparts, each of which shall be deemed an original and all of which when
taken together shall constitute but one and the same instrument.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date set forth above.

                                    ACIS, INC.



                                    By:
                                       ---------------------------------------
                                       R.C. Mays, President


                                    VSI ENTERPRISES, INC.



                                    By:
                                       ---------------------------------------
                                       Richard W. Egan, Chief Executive Officer