Exhibit 10.46


                        NON-COMPETITION, CONFIDENTIALITY
                            AND ASSIGNMENT AGREEMENT

         THIS NON-COMPETITION, CONFIDENTIALITY AND ASSIGNMENT AGREEMENT
("Agreement"), dated as of April 12, 2001, is made by and among RSI Systems,
Inc., a Minnesota corporation ("RSI" or "Purchaser") King Research, L.L.C., a
Texas limited liability company ("King"), and Andrew Sears, an individual
residing in Tarrant County, Texas ("Sears").

                               W I T N E S S E T H

         WHEREAS, RSI is in the business of designing, manufacturing and
distributing light weight television quality video conferencing and peripheral
equipment under its own tradenames and trademarks, certain suppliers' trademarks
and otherwise; and

         WHEREAS, King is, among other things, in the business of manufacturing
(through independent third party contractors) and selling certain Products
consisting of peripheral equipment related to video conferencing units (the
"Business"); and

         WHEREAS, King is the owner of certain Intellectual Property and
Proprietary Information related to the Products it sells; and

         WHEREAS, King desires to sell all Intellectual Property and Proprietary
Information related to such Products being certain of the assets used in
connection with the Business to RSI and RSI desires to purchase such assets; and

         WHEREAS, RSI intends to purchase such Intellectual Property and
Proprietary Information from Seller pursuant to an Asset Purchase Agreement of
even date herewith by and between Purchaser, King, Sears and others (the "Asset
Purchase Agreement"); and

         WHEREAS, RSI intends to utilize the Intellectual Property and
Proprietary Information purchased from King to operate and expand its business
to include a portion of the Business previously conducted by King; and

         WHEREAS, as a material inducement to RSI to enter into the Asset
Purchase Agreement and complete the transactions contemplated thereby, Sears has
agreed to execute and deliver this non-competition and confidentiality agreement
in favor of RSI.

         NOW THEREFORE, for and in consideration of the mutual premises herein
contained and in consideration of the payment by RSI to Sears at the Closing (as
defined in the Asset Purchase Agreement) of TWENTY FIVE THOUSAND DOLLARS
($25,000.00) in partial payment of the purchase price, RSI entering into the
Asset Purchase Agreement and completing the transactions contemplated thereby
and other good and valuable consideration (the receipt and adequacy of all of
which are hereby acknowledged by Sears), the parties hereto covenant and agree
as follows:


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1. DEFINITIONS. Where used in this agreement, unless the context or subject
matter otherwise requires, the following words and phrases have the meaning set
forth below:

         (a) AFFILIATE of any party means any other entity that, directly or
indirectly, controls, is under common control with or is controlled by that
party. For purposes of this definition and this agreement, "CONTROL" (including,
with correlative meaning, the terms "CONTROLLED BY" and "UNDER COMMON CONTROL
WITH"), as used with respect to any entity, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such entity, whether through the ownership of voting securities
or by contract or otherwise;

         (b) CONSOLIDATED GROUP means and includes RSI, any parent company, all
of the RSI's subsidiaries and any other corporations or divisions thereof
currently in existence, which are hereafter acquired by or consolidated with RSI
and which collectively carry on the Restricted Business or any part thereof;

         (c) CUSTOMER OR CLIENT means any Person who currently is, a customer of
the Consolidated Group or who at any time during the Time Period, becomes a
customer of the Consolidated Group and those customers or clients of King set
forth on Schedule 3 to the Asset Purchase Agreement or that Sears knew or
reasonably could have known was a customer of the Consolidated Group or King, or
any Person with whom contact is made during such period for the purpose of
persuading such Person to become a customer of the Consolidated Group, provided
that Sears knew or reasonably could have known such contact was made;

         (d) PERSON means an individual, partnership, unincorporated
association, organization, syndicate, corporation, limited liability company,
trustee, executor, administrator, or other legal or personal representative;

         (e) ASSET PURCHASE AGREEMENT shall mean that certain Asset Purchase
Agreement of even date herewith by and among RSI SYSTEMS, INC., King Research,
L.L.C., Michael K. Sears and other individuals;

         (f) INTELLECTUAL PROPERTY OR INTELLECTUAL PROPERTY RIGHTS means
collectively, all of the following worldwide intangible legal rights pertaining
directly and primarily to the business of King or RSI or any of either's
Products, including those existing or acquired by ownership, license or other
legal operation, whether or not filed, perfected, registered or recorded,
existing as of the date hereof in or to: (i) all patents, patent applications,
patent disclosures and related patent rights, including any and all
continuations, divisions, reissues, reexaminations, or extensions thereof which
have been filed, issued or acquired by King and RSI as of the date hereof, and
all inventions conceived of or reduced to practice as of the date hereof (the
"Patent Rights"); (ii) all copyrights, whether or not registered, owned by King
and RSI as of the date hereof, including all registrations and applications
therefor and all moral rights relating thereto (the "Copyright Rights"); (iii)
all trademarks, trade dress, trade names, logos, domain names, and service
marks, together with all translations, adaptations, derivations, and
combinations thereof and including all goodwill associated therewith, and all
applications, registrations, reservations, and renewals in connection therewith;
whether or not registered (the "Trademark Rights"); (iv) all trade secrets and
know-how; (v) all technology and other intellectual and proprietary rights;


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(vi) all rights relating to the protection of the foregoing; and (vii) all
rights to sue or make any claims for any past, present or future infringement,
misappropriation or unauthorized use of the any of the foregoing rights and the
right to all income, royalties, damages and other payments that are now or may
hereafter become due or payable with respect to any of the foregoing rights,
including damages for past, present or future infringement, misappropriate or
unauthorized use thereof.

         (g) INVENTIONS means discoveries, concepts, and ideas, whether
patentable or copyrightable or not, including but not limited to improvements,
know-how, data, processes, methods, formulae, and techniques, as well as
improvements thereof or know-how related thereto, concerning any past, present
or prospective activities of King or RSI, which Prell has made or may make,
discover or conceive (whether or not during the period of his engagement or with
the use of King or RSI's facilities, materials or personnel), either solely or
jointly with others during his engagement with King, RSI, or any affiliate of
either and, if based on or related to the Intellectual Property, the Proprietary
Information or the Products, at any time. All inventions were be the sole
property of King, which have concurrently with the Closing been assigned, sold
and conveyed to RSI, and Prell performed his duties with respect thereto without
the payment by King of any royalty or any consideration therefor other than the
regular compensation paid to Prell in the capacity of an employee, consultant or
independent contractor of King;

         (h) PROPRIETARY INFORMATION means any and all methods, inventions,
improvements or discoveries, whether or not patentable or copyrightable, and any
other information of a similar nature related to the business of King or RSI
disclosed to Sears or otherwise made known to him as a consequence of or through
his engagement by King or RSI (including information originated by Sears) in any
technological area previously developed by King or developed, engaged in, or
researched, by King during the term of Sears' engagement, including, but not
limited to, trade secrets, processes, products, formulae, apparatus, techniques,
know-how, marketing plans, data, improvements, strategies, forecasts, customer
lists, and technical requirements of customers.

         (i) RESTRICTED BUSINESS means, collectively, the business of RSI as of
the Closing Date, including marketing, engineering, designing, installing,
maintaining, supporting and/or selling any system or equipment related to the
Products (as defined in the Asset Purchase Agreement) or any of the Intellectual
Property, Confidential Information, Proprietary Rights, Proprietary Information
or Inventions conveyed pursuant to the Asset Purchase Agreement, except
"Restricted Business" does not mean or include:

                  (i) the ownership of up to 5% of the stock of a company which
                  is publicly traded on a public stock exchange or of up to 5%
                  of the stock of a mutual fund which is publicly traded on a
                  public stock or fund exchange; or

                  (ii) continuing or accepting employment with or consulting
                  for, Relcom Technologies, Ltd provided, however, the services
                  provided as a consultant or employee as such shall not permit
                  Sears to do indirectly what he cannot do hereunder directly,
                  specifically including without limitation selling Products or
                  conducting business with the entities listed on Schedule 3
                  attached to the Asset Purchase Agreement.


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         (j) TERRITORY means the North America, South America, Europe and Asia
provided that if such Territory is determined by a court of competent
jurisdiction to be an unenforceable territory, then the "Territory" shall mean
North America and Europe; and

         (k) TIME PERIOD means THE LAST TO OCCUR OF the period ending three
years following the Closing Date (as defined in the Asset Purchase Agreement) or
three years following the termination of all relationships Sears may have with
RSI.

2. PAYMENT. Upon the execution hereof and concurrent with the Closing, as
defined in the Asset Purchase Agreement, RSI shall pay to Sears, the sum of
TWENTY FIVE THOUSAND DOLLARS ($25,000) as partial consideration for the
execution of this Agreement by Sears.

3. CONFIDENTIALITY. Sears acknowledges that, as a result of his relationship to
King, including his employment or acting as a consultant with King, his
relationship to RSI and his acting as an independent contractor for RSI he has
had and may continue to have access to information whether or not reduced to
writing (including, without limitation, Intellectual Property, Proprietary
Information, trade secrets, know-how, customer lists, supplier lists,
distributor lists, marketing plans, production plans, pricing information,
financial information, any information not generally known to the public and
special techniques otherwise particular to the Restricted Business that would
reasonably be considered confidential to the Consolidated Group (the
Confidential Information). Sears acknowledges and agrees that such information
is valuable to the Consolidated Group, that its protection and maintenance
constitutes a legitimate interest to be protected by the Consolidated Group, and
that the use of any such information or disclosure of any of such information to
competitors of the Consolidated Group, or the general public, would be
detrimental to the best interests of the Consolidated Group. Sears, therefore,
covenants and agrees with RSI that he will not disclose, at any time until such
information is disseminated to the public by the Consolidated Group, any of such
information to any Person, nor shall he use or exploit, directly or indirectly,
such information for any purpose. Sears acknowledges that, he has surrendered to
the Consolidated Group all written Confidential Information of the Restricted
Business in his possession or under his control and upon the discovery of any
such additional Confidential Information he will immediately surrender to the
Consolidated Group any such additional Confidential Information so discovered.
Notwithstanding all of the foregoing, Sears shall be entitled to disclose such
information if required by law, pursuant to a subpoena or order issued by a
court, arbitrator or governmental body, agency or official, provided that, PRIOR
to making any such disclosures, Sears shall:

         (a) promptly notify RSI thereof;

         (b) consult with RSI in connection with assisting RSI in its taking
steps to resist or narrow such requirement; and

         (c) cooperate with RSI in connection with its obtaining an order or
other assurance that such information will be accorded confidential treatment.

Recognizing that the RSI has purchased certain Intellectual Property,
Proprietary Rights, Inventions, Confidential Information, and Proprietary
Information from King and that as a result


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thereof, RSI is presently engaged, and may hereafter continue to be engaged, in
the research and development of processes, the manufacturing of Products or
performance of services, which involve experimental and inventive work and that
the success of its business depends upon the protection of the processes,
products and services by patent, copyright or by secrecy and that Sears has had
or may have, access to Proprietary Information, Proprietary Rights, Inventions,
Confidential Information, and Intellectual Property, or other information and
data of a secret or proprietary nature as a result of Sears' prior relationship
with King, future relationship with RSI or both which RSI wishes to keep
confidential and Prell has furnished, or may furnish, such information to RSI,
Prell agrees that:

                  (i) Sears acknowledges that King had and RSI now has exclusive
                  property rights to all Proprietary Information, Confidential
                  Information, Proprietary Rights, Inventions, and Intellectual
                  Property related to the Products, and Sears hereby assigns all
                  rights he might otherwise possess in any such Proprietary
                  Information, Confidential Information, Proprietary Rights,
                  Inventions, and Intellectual Property to RSI. Sears will not
                  at any time directly or indirectly use, communicate, disclose
                  or disseminate any such information, or any other information
                  of a secret, proprietary, confidential or generally
                  undisclosed nature relating to the Products or the
                  Intellectual Property, including information relating to
                  customers, processes services, testing, research, development,
                  manufacturing, marketing and selling of the Products.

                  (ii) All documents, records, notebooks, notes, memoranda and
                  similar repositories of, or containing any Confidential
                  Information, Proprietary Rights, Intellectual Property,
                  Inventions, or Proprietary Information, or any other
                  information of a secret, proprietary, confidential or
                  generally undisclosed nature relating to the Products, all
                  Proprietary Information Proprietary Rights, Confidential
                  Information, Inventions, and Intellectual Property of King,
                  RSI or either's operations and activities made or compiled by
                  Sears at any time or made available to him prior to or during
                  the term of his engagement by King, including any and all
                  copies thereof, were the property of King, were held by him in
                  trust solely for the benefit of King, were sold and
                  transferred by King to RSI, and shall be delivered to RSI by
                  him concurrent with the Closing or thereafter immediately upon
                  his discovery of any such information in his possession.

                  (iii) Sears will not assert any rights under any inventions,
                  copyrights, discoveries, concepts or ideas, or improvements
                  thereof, or know-how related thereto, as having been made or
                  acquired by him prior to the execution hereof or during the
                  term of his engagement with King if based on or otherwise
                  related to the Intellectual Property, the Proprietary
                  Information, the Confidential Information, the Proprietary
                  Rights, the Inventions, or the Products.

4. ASSIGNMENT OF INVENTIONS. RSI shall also have the royalty-free right to use
in its business, and to make, use and sell Products, processes and/or services
derived from any Confidential Information, Proprietary Rights, Inventions,
Intellectual Property, or Proprietary Information, discoveries, concepts and
ideas, whether or not patentable, including but not limited to processes,
methods, formulas and techniques, as well as improvements thereof or know how


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related thereto, which are not within the scope of such Inventions, Confidential
Information, Proprietary Information, Proprietary Rights, or Intellectual
Property as defined herein but which were conceived or made by Sears during the
period he was engaged by King or with the use or assistance of King's
facilities, materials or personnel. Sears further hereby assigns sells and
conveys for and in consideration of the payment specified in paragraph 2
hereinabove, all of his right title and interest, if any, in and to all
Inventions, Intellectual Property, Confidential Information, Proprietary Rights
and Proprietary Information, including without limitation as follows:

         (a) Sears hereby assigns to RSI all of his rights, if any, to such
Inventions and Intellectual Property, and to applications for United States
and/or foreign letters patent or copyrights and to United States and/or foreign
letters patent or copyrights granted upon such Inventions;

         (b) Sears shall acknowledge and deliver promptly to RSI, without
charge, such written instruments (including applications and assignments) and do
such other acts, such as giving testimony in support of Sears' inventorship, as
may be necessary in the opinion of RSI to obtain, maintain, extend, reissue and
enforce United States and/or foreign letters patent and copyrights relating to
the Inventions and to vest the entire right and title thereto in RSI or its
nominee. Sears acknowledges and agrees that any copyright developed or conceived
of by Sears during the term of his association or employment with King related
to the business of King was "work for hire" under the copyright law of the
United States and other applicable jurisdictions.

         (c) Sears represents that his performance of all the terms of this
Agreement does not and will not breach any trust or agreement with King.

         (d) No provisions of this Paragraph shall be deemed to limit the
restrictions applicable to Sears under any other section or paragraph of this
Agreement.

5. NON-COMPETITION AND NON-SOLICITATION. Sears acknowledges that, as a result of
his relationship with or employment by King and his future relationship with RSI
he has had and will continue to have access to Confidential Information of the
Consolidated Group's Restricted Business and that such information is valuable
to the Consolidated Group. Therefore, Sears covenants and agrees with RSI that
he will not at any time during the Time Period, within the Territory, directly
or indirectly, either as an employee, employer, consultant, agent, principal,
stockholder, corporate officer, director or in any other individual or
representative capacity:

         (a) invest in, undertake, carry on or be engaged in or concerned with
or have a financial interest in or advise, lend money to, guarantee the debts or
obligations of, or permit his name or any part thereof to be used or employed by
or associated with, any Person which is, directly or indirectly through an
Affiliate or otherwise, engaged in the Restricted Business.; or

         (b) persuade or attempt to persuade any Customer to restrict, limit or
discontinue purchasing any products supplied by the Consolidated Group's
Restricted Business to any such Customer or to reduce the amount of business
which any such Customer has customarily done with RSI or King or any of the
dealers listed on Exhibit "A", or solicit or take away, or attempt to solicit or
take away, any Customers of the Consolidated Group's Restricted Business.


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         (c) act as, or become employed as, an officer, director, employee,
consultant or agent of any business of the type and character engaged in the
Restricted Business; or

         (d) solicit any business that is the same as that of the Consolidated
Group's for, or sell any products that are in competition with the Consolidated
Group's products to, any company, which is, as of the date hereof, a Customer or
Client of the Consolidated Group or was such a customer or client thereof within
two years prior to the date of this Agreement; or

         (e) Within the Territory own, manage, operate or control any business
of the type and character engaged in and competitive with the Consolidated
Group. For purposes of this paragraph, ownership of securities of not in excess
of five percent (5%) of any class of securities of a public company shall not be
considered to be competition with the Consolidated Group; or

         (f) Within the Territory act as, or become employed as, an officer,
director, employee, consultant or agent of any business of the type and
character engaged in and competitive with the Consolidated Group; or

         (g) Solicit any business that is the same as that of the Consolidated
Group for, or sell any products that are in competition with the Consolidated
Group's Products to, any company, dealer, reseller or otherwise in the Territory
specifically including without limitation those entities listed on Schedule 3
attached to the Asset Purchase Agreement and any other customer or client of the
Consolidated Group or King, that was a customer or client thereof within two
years prior to the date of this Agreement.

6. SOLICITATION OF EMPLOYEES. Sears covenants and agrees with the Consolidated
Group that he shall not, at any time during the Time Period, directly or
indirectly, in any way, solicit, hire or engage the services of any employee of
the Consolidated Group who is then currently employed by the Consolidated Group
or who was so employed within a one year period prior thereto, or persuade or
attempt to persuade any such individual to terminate his or her employment with
the Consolidated Group.

7. RESTRICTIONS REASONABLE. Sears warrants, represents, acknowledges and agrees
that the provisions hereof are reasonable in order to protect the business and
proprietary interests of the Consolidated Group both as to the duration of time
and any geographic limitation therein provided, based on the present business,
plans and prospects of the Consolidated Group and the Confidential and
Proprietary Information to which Sears has had and will have access, and that
compliance with the provisions hereof will not be unduly burdensome on him or
deprive him of a means of livelihood. Sears represents that prior to executing
and delivering this agreement, he has reviewed the provisions of this agreement
with his attorney.

8. MISCELLANEOUS.

8.1 NOTICES. Any notice or other communication required or permitted hereunder
shall be deemed given if in writing and delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified, registered or
express mail, postage prepaid. Any such notice shall be deemed given when so
delivered personally or sent by overnight air courier or facsimile transmission
or, if mailed, two days after the date of deposit in the United States mails, as
follows:


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IF TO THE CONSOLIDATED GROUP:

         RSI Systems, Inc.
         5593 West 78th Street
         Suite F
         Minneapolis, MN 55439
         Attn:  John Harris

IF TO KING

         King Research, L.L.C.
         302 Grace Ln.
         Terrell, Texas 75160
         Facsimile:  469-293-5733

IF TO SEARS:

         5209 Reflection Ct.
         Flower Mound, Texas 75022
         Facsimile:  214-366-7707

Any party may be given notice in accordance with this Section by any other party
at another address or person for receipt of notices, if such party so designates
such other person or address in writing in accordance with this Section 6,
paragraph 6.1

8.2 PARTIAL INVALIDITY. Each part of this Agreement is intended to be separate.
If any term, covenant, condition or provision hereof is illegal or invalid or
unenforceable for any reason whatsoever, such illegality, invalidity or
unenforceability shall not affect the legality, validity or enforceability of
the remaining parts of this Agreement and all such remaining parts hereto shall
not be impaired or invalidated in any way, but shall be legal, valid and
enforceable and have full force and effect as if the illegal, invalid,
unenforceable part has not been included.

8.3 LAW GOVERNING AGREEMENT. This Agreement is made and entered into and is to
be at least partially performed in Dallas County, Texas. It shall be
interpreted, construed and enforced and its construction and performance shall
be governed by the laws of the State of Texas applicable to Agreements made and
to be performed entirely within such State without regard to principles of
conflicts of laws, except to the extent that Federal law may apply. The parties
hereto agree that venue of any suit or any cause of action in connection with
this Agreement shall be MANDATORY in the District Courts of Dallas County,
Texas.

8.4 ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and
Agreement of the parties hereto, and supersedes any and all prior understandings
or other Agreements, either oral or in writing, if any, among such parties with
respect to the subject matter hereof and contains all of the covenants and
Agreements between the parties with respect thereto. Each party to this
Agreement acknowledges that no representations, inducements, or Agreements, oral
or otherwise, have been made by such party, or anyone acting on behalf of such
party, which are


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not embodied herein, and no other Agreement, statement or promise not contained
in this Agreement shall be valid or binding. The parties hereto have had an
opportunity to consult with their respective attorneys concerning the meaning
and the import of this Agreement and each has read this Agreement, as signified
by their signatures below, and is executing the same for the purposes and
consideration herein expressed.

8.5 WAIVERS. No delay on the part of any party in exercising any right, power,
or privilege hereunder shall operate as a waiver thereof. Nor shall any waiver
on the part of any party of any such right, power or privilege, nor any single
or partial exercise of any such right, power or privilege, preclude any further
exercise thereof or the exercise of any other such right, power or privilege.
The rights and remedies of any party based upon, arising out of or otherwise in
respect of any inaccuracy in or breach by any other party of any representation,
warranty, covenant or Agreement contained in this Agreement shall in no way be
limited by the fact that the act, omission, occurrence or other state of facts
upon which any claim of any such inaccuracy or breach is based may also be the
subject matter of any other representation, warranty, covenant or Agreement
contained in this Agreement (or in any other Agreement between the parties) as
to which there is no inaccuracy or breach.

8.6 TAX CONSULTATION. Each Party acknowledges that it has had the opportunity to
and has consulted with their own separate independent accounting and tax
advisors in connection with the accounting and tax treatment for the
transactions contemplated hereby and the tax ramifications thereof. Each Party
shall bear all risk in connection with the accounting and tax treatment of the
transactions contemplated by this Agreement and no Party is relying on the other
Party in connection with the same.

8.7 VARIATIONS IN PRONOUNS. Wherever the context shall so require, all words
herein in the male gender shall be deemed to include the female or neuter gender
and vice versa, all singular words shall include the plural, and all plural
words shall include the singular. All pronouns and any variations thereof refer
to the masculine, feminine or neuter, singular or plural, as the context may
require.

8.8 HEADINGS. The headings used in this Agreement are for administrative
purposes only and do not constitute substantive matter to be considered in
construing the terms and shall not affect the interpretation of this Agreement.
All references herein to Sections, subsections, and clauses, shall be deemed
references to such parts of this Agreement, unless the context shall otherwise
require. A reference to an article or section will mean an article or section in
this Agreement, unless otherwise explicitly set forth. The titles and headings
in this Agreement are for reference purposes only and will not in any manner
limit the construction of this Agreement. For the purposes of such construction,
this Agreement will be considered as a whole. The terms "including" and
"include" as used in this Agreement will be deemed to include the phrase
"without limitation."

8.9 ATTORNEY'S FEES AND COSTS. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, together with interest thereon from the
date of demand at the rate of twelve percent (12%) per annum.


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8.10 REPRESENTATION BY COUNSEL. Each party acknowledges that it has had the
opportunity to be represented by separate independent counsel in the negotiation
of this Agreement, that any such respective attorneys were of its own choosing,
that each authorized representative has read this Agreement and that he
understands its meaning and legal consequences to each party. Each Party
warrants and represents that he has consulted with his attorney of choice, or
voluntarily chose not to do so, concerning the execution, the meaning and the
import of this Agreement, and has read this Agreement and fully understands the
terms hereof as signified by his signature below, and is executing the same of
his own free will for the purposes and consideration herein expressed. Each
Party warrants and represents that he has had sufficient time to consider
whether to enter into this Agreement and that he is relying solely on his own
judgment and the advice of his own counsel, if any, in deciding to execute this
Agreement. Each Party warrants and represents that he has read this Agreement in
its entirety and has consulted with his attorney, if any concerning the
execution of this Agreement. If any or all Parties have chosen not to seek
counsel, said party or parties hereby acknowledge that he or they refrained from
seeking counsel entirely of his or their own volition and with full knowledge of
the consequences of such a decision.

8.11 PRESUMPTION AGAINST SCRIVENER. Each party waives the presumption that this
Agreement is presumed to be in favor of the party which did not prepare it, in
case of a dispute as to interpretation.

8.12 CAPACITY. Each party represents and warrants that he has the authority to
enter into this Agreement either on his own behalf or in an official capacity on
behalf of a corporate party.

8.13 ABSENCE OF THIRD PARTY BENEFICIARY RIGHTS. No provisions of this Agreement
are intended, nor will be interpreted, to provide or create any third party
beneficiary rights or any other rights of any kind in any client, customer,
affiliate, partner or employee of any party hereto or any other person or
entity, unless specifically provided otherwise herein, and, except as so
provided, all provisions hereof will be personal solely between the parties to
this Agreement.

8.14 FURTHER ASSURANCES. At any time and from time to time after the date
hereof, at the request of any Party, and without further consideration, every
other party will execute and deliver such other and further instruments and
documents, and take such other action as the other Party may reasonably deem
necessary, convenient or desirable in order to more effectively assist any Party
in exercising all rights with respect thereto, and carrying out the business,
duties, and obligations created by this Agreement.

8.15 AMENDMENTS. This Agreement may not be modified, amended, superceded,
cancelled, renewed or extended, except in writing, signed by the party or
parties to be bound thereby or signed by their respective attorneys.

8.16 BINDING EFFECT AND ASSIGNMENT. This Agreement and the terms, covenants,
conditions, provisions, obligations, undertakings, rights and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the undersigned
parties and their respective heirs, executors, administrators, representatives,
officers, directors, Company, successors, agents, servants, employees,
attorneys, and assigns. This Agreement and any rights hereunder are not
assignable except by operation of law. Any other purported assignment shall be
null and void. This


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Agreement shall inure to the benefit of and bind the Parties hereto and their
respective legal representatives, successors, and permitted assigns.

8.17 COUNTERPARTS. This Agreement may be executed in several counterparts by one
or more of the undersigned and all such counterparts so executed shall together
be deemed and constitute one final Agreement, as if one document had been signed
by all parties hereto; and each such counterpart shall be deemed an original,
binding the parties subscribed hereto and multiple signature pages affixed to a
single copy of this Agreement shall be deemed to be a fully executed original
Agreement. Several counterparts consisting of multiple copies hereof each signed
by less than all parties, but together signed by all parties shall constitute
and be deemed a fully executed original Agreement.

8.18 CORPORATE AUTHORITY. Each corporate or other entity that is a party to this
Agreement represents and warrants to each other Party that each has previously
taken all necessary corporate or similar action authorizing the execution of
this Agreement by their officer recited below.

8.19 INDEPENDENT CONTRACTORS. This Agreement shall not constitute any type of
association or partnership between any of the Parties hereto, nor shall any
Party be the agent or legal representative of any other Party. Each Party is an
independent contractor of any other Party to which any service may be provided
hereunder and neo Party shall make any representation to the contrary.

         IN WITNESS WHEREOF, the Parties have executed this Agreement, on the
date and year first above written.

RSI Systems, Inc.



----------------------------------
By:      John Harris
Its:     Chief Executive Officer


King Research, L.L.C.



----------------------------------
By:      Jeff Clem
It's:    Manager



----------------------------------
Andrew Sears, Individually


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