EXHIBIT 10.58

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SILICON VALLEY BANK

                               LIMITED WAIVER AND
                           AMENDMENT TO LOAN DOCUMENTS

BORROWER:         VISEON, INC.

DATE:             MARCH 26, 2002


         THIS LIMITED WAIVER AND 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 otherwise amended, if at all, the "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
Loan Agreement.)

         1. WAIVER OF DEFAULT. Silicon and Borrower agree that the Borrower's
existing default under the Loan Agreement due to the Borrower's failure to
comply with the Minimum Tangible Net Worth Financial Covenant set forth in
Section 5 of the Schedule to Loan and Security Agreement entitled "5. FINANCIAL
COVENANTS (Section 5.1)" for the reporting period ending January 31, 2002 is
hereby waived. It is understood by the parties hereto, however, that such waiver
does not constitute a waiver of any other provision or term of the Loan
Agreement or any related document, nor an agreement to waive in the future this
covenant or any other provision or term of the Loan Agreement or any related
document.

         2. MODIFIED CREDIT LIMIT. That portion of Section 1 of the Schedule to
Loan and Security Agreement that reads as follows:

                  "1. CREDIT LIMIT
                    (Section 1.1):

                           An amount not to exceed the lesser of a total of
                           $1,500,000 at any one time outstanding (the "Maximum
                           Credit Limit"), or the sum of (a) and (b) below:

                                    (a) 75% of the amount of Borrower's Eligible
                                    Receivables (as defined in Section 8 above),
                                    plus

                                    (b) an amount not to exceed the lesser of:


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SILICON VALLEY BANK                                  AMENDMENT TO LOAN DOCUMENTS
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                                        (1) 45% of the value of Borrower's
                                        Eligible Inventory (as defined in
                                        Section 8 above), calculated at the
                                        lower of cost or market value and
                                        determined on a first-in, first-out
                                        basis, or

                                        (2) an amount equal to 35% of the
                                        aggregate of Borrower's Eligible
                                        Receivables under this Agreement and
                                        Borrower's Eligible Receivables under
                                        the Exim Agreement (as defined below),
                                        or

                                        (3) $1,000,000;

                           provided that the total outstanding Obligations under
                           this Loan Agreement and under the Exim Agreement
                           shall not at any time exceed $2,500,000 (the "Overall
                           Credit Limit")."

is hereby amended in its entirety to read as follows:

                  "1. CREDIT LIMIT
                    (Section 1.1):

                           An amount not to exceed the lesser of a total of
                           $1,500,000 at any one time outstanding (the
                           "Maximum Credit Limit"), or the sum of (a) and (b)
                           below:

                                    (a) 75% of the amount of Borrower's Eligible
                                    Receivables (as defined in Section 8 above),
                                    plus

                                    (b) an amount not to exceed the lesser of:

                                        (1) 40% of the value of Borrower's
                                        Eligible Inventory (as defined in
                                        Section 8 above), calculated at the
                                        lower of cost or market value and
                                        determined on a first-in, first-out
                                        basis, or

                                        (2) an amount equal to 35% of the
                                        aggregate of Borrower's Eligible
                                        Receivables under this Agreement and
                                        Borrower's Eligible Receivables under
                                        the Exim Agreement (as defined below),
                                        or

                                        (3) $500,000;

                           provided that the total outstanding Obligations under
                           this Loan Agreement and under the Exim Agreement
                           shall not at any time exceed $2,500,000 (the "Overall
                           Credit Limit")."

         3. MODIFIED TANGIBLE NET WORTH. The Minimum Tangible Net Worth
financial covenant set forth in Section 5 of the Schedule to Loan and Security
Agreement and entitled "5. FINANCIAL COVENANTS (Section 5.1)" is hereby amended
to read as follows:


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SILICON VALLEY BANK                                  AMENDMENT TO LOAN DOCUMENTS
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                  "MINIMUM TANGIBLE
                   NET WORTH:       Borrower shall maintain a Tangible Net Worth
                                    of not less than the following:

                                    For the months ending February 28, 2002 and
                                    March 31, 2002: $350,000, plus 75% of the
                                    total consideration received by Borrower
                                    after February 1, 2002, in consideration for
                                    the issuance by Borrower of its equity
                                    securities (exclusive of the exercise of
                                    employee stock options and the Future
                                    Digital Investors Infusion) and subordinated
                                    debt, effective on the date such
                                    consideration is received; and

                                    For the month ending April 30, 2002:
                                    $400,000, plus 75% of the total
                                    consideration received by Borrower after
                                    February 1, 2002, in consideration for the
                                    issuance by Borrower of its equity
                                    securities (exclusive of the exercise of
                                    employee stock options and the Future
                                    Digital Investors Infusion) and subordinated
                                    debt, effective on the date such
                                    consideration is received; and

                                    For the months ending May 31, 2002 and June
                                    30, 2002: $450,000, plus 75% of the total
                                    consideration received by Borrower after
                                    February 1, 2002, in consideration for the
                                    issuance by Borrower of its equity
                                    securities (exclusive of the exercise of
                                    employee stock options and the Future
                                    Digital Investors Infusion) and subordinated
                                    debt, effective on the date such
                                    consideration is received; and

                                    For the months ending July 31, 2002 and
                                    August 31, 2002: $500,000, plus 75% of the
                                    total consideration received by Borrower
                                    after February 1, 2002, in consideration for
                                    the issuance by Borrower of its equity
                                    securities (exclusive of the exercise of
                                    employee stock options and the Future
                                    Digital Investors Infusion) and subordinated
                                    debt, effective on the date such
                                    consideration is received; and

                                    For the months ending September 30, 2002 and
                                    October 31, 2002: $550,000, plus 75% of the
                                    total consideration received by Borrower
                                    after February 1, 2002, in consideration for
                                    the issuance by Borrower of its equity
                                    securities (exclusive of the exercise of
                                    employee stock options and the Future
                                    Digital Investors Infusion) and subordinated
                                    debt, effective on the date such
                                    consideration is received; and


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SILICON VALLEY BANK                                  AMENDMENT TO LOAN DOCUMENTS
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                                    For the month ending November 30, 2002 and
                                    each month ending thereafter: $600,000, plus
                                    75% of the total consideration received by
                                    Borrower after February 1, 2002, in
                                    consideration for the issuance by Borrower
                                    of its equity securities (exclusive of the
                                    exercise of employee stock options and the
                                    Future Digital Investors Infusion) and
                                    subordinated debt, effective on the date
                                    such consideration is received."

         4. FEE. In consideration for Silicon entering into this Amendment,
Borrower shall concurrently pay Silicon a fee in the amount of $7,500, which
shall be non-refundable and in addition to all interest and other fees payable
to Silicon under the Loan Documents. Silicon is authorized to charge said fee to
Borrower's loan account.

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

         6. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement 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 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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<PAGE>

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SILICON VALLEY BANK

                               LIMITED WAIVER AND
                           AMENDMENT TO LOAN DOCUMENTS
                                 (EXIM PROGRAM)


BORROWER:         VISEON, INC.

DATE:             MARCH 26, 2002


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

         The Parties agree to amend the Loan and Security Agreement (Exim
Program) between them, dated December 5, 2001 (as otherwise amended, if at all,
the "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 Loan Agreement.)

         1. WAIVER OF DEFAULT. Silicon and Borrower agree that the Borrower's
existing default under the Loan Agreement due to the Borrower's failure to
comply with the Minimum Tangible Net Worth Financial Covenant set forth in
Non-Exim Agreement for the reporting period ending January 31, 2002 is hereby
waived. It is understood by the parties hereto, however, that such waiver does
not constitute a waiver of any other provision or term of the Loan Agreement or
any related document, nor an agreement to waive in the future this covenant or
any other provision or term of the Loan Agreement or any related document.

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

         3. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement 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


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SILICON VALLEY BANK                                  AMENDMENT TO LOAN DOCUMENTS
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the 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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