Exhibit 10.40


                                 PLAN OF MERGER

         THIS PLAN OF MERGER (the "Plan of Merger"), dated as of the 9th day of
April, 2001 is by and between RSI Systems, Inc., a Minnesota corporation ("RSI")
with its principal place of business at 5593 West 78th Street, Edina, Minnesota
55439, and Viseon, Inc., a Nevada corporation (the "Surviving Corporation").

         WHEREAS, the respective Boards of Directors of RSI and the Surviving
Corporation deem it advisable for the general welfare and advantage of the
respective corporations and their respective shareholders that RSI be
reincorporated as Nevada Corporation and therefore, in accordance with the
applicable laws of the States of Minnesota and Nevada, RSI be merged with and
into the Surviving corporation (the "Merger");

         NOW, THEREFORE, the parties hereto, subject to the approval of RSI's
shareholders as required by law, in consideration of the premises and of the
mutual covenants and agreements contained herein and of the benefits to accrue
to the parties hereto, have agreed and do hereby agree that RSI be merged with
and into the Surviving Corporation pursuant to the laws of the States of
Minnesota and Nevada, and do hereby agree upon, prescribe and set forth the
terms and conditions of the Merger, the method of carrying the same into effect,
and the manner and basis of converting shares of RSI into shares of Stock of the
Surviving Corporation and cash, as follows:

         1. The Merger. Subject to the terms and conditions of this Plan of
Merger, at the Effective Time (as defined in Section 2 hereof), RSI shall be
merged with and into Surviving Corporation in accordance with the applicable
laws of the States of Minnesota and Nevada, whereupon the separate corporate
existence of RSI shall cease, and Surviving Corporation shall continue as the
surviving corporation (the "Surviving Corporation"). From and after the
Effective Time, the Surviving Corporation shall possess all the property,
rights, privileges, immunities, powers, and franchises and be subject to all the
debts, liabilities, obligations, restrictions, disabilities, and duties of RSI
and Surviving Corporation.

         2. Effective Time. The Merger shall be effective upon filing with the
Minnesota Secretary of State and the Nevada Secretary of State Articles of
Merger including this Plan of Merger (the "Effective Time").

         3. Conversion of Shares. At the Effective Time, by virtue of the Merger
and without any action on the part of RSI or Surviving Corporation or any holder
of any share of capital stock of RSI or Surviving Corporation, each share of
common stock of RSI, $.01 par value per share ("RSI Common Stock"), issued and
outstanding immediately prior thereto (except for shares as to which the holders
thereof have asserted dissenters' rights pursuant to Minnesota Statutes Sections
302A.471 and 302A.473 and pursuant to Section 4 below) shall be converted into
the right to receive one (the "Conversion Ratio") share of common stock of
Surviving Corporation, par value $.01 per share (the "Surviving Corporation
Common Stock"). Each share of Surviving Corporation Common Stock issued and
outstanding immediately prior to the Effective Time shall be canceled at the
Effective Time.

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         4. RSI Dissenters' Rights.

                  (a) Notwithstanding any provision of this Plan of Merger to
         the contrary, any shares of RSI Common Stock held by a holder who has
         properly asserted dissenters' rights pursuant to Minnesota Statutes
         Sections 302A.471 and 302A.473 with respect to such shares and who, as
         of the Effective Time, has not effectively withdrawn or lost such
         rights shall not be converted into or represent a right to receive
         shares of Surviving Corporation Common Stock pursuant to Section 3, but
         the holder thereof shall only be entitled to such rights as are granted
         by Minnesota law.

                  (b) Notwithstanding the provisions of subsection (a) of this
         Section, if any holder of RSI Common Stock who asserts dissenters'
         rights with respect to such RSI Common Stock under Minnesota law
         effectively withdraws or loses (through failure to perfect or
         otherwise) such dissenters' rights, then, as of the later of the
         Effective Time or the occurrence of such event, such holder's RSI
         Common Stock shall automatically be converted into and represent only
         the right to receive the shares of Surviving Corporation Common Stock
         as provided in Section 3, without interest thereon, upon surrender of
         the certificate or certificates representing such RSI Common Stock.

                  (c) RSI shall give Surviving Corporation (i) prompt notice of
         any notice of intent to assert dissenters' rights with respect to any
         RSI Common Stock, withdrawals of such notices, and any other
         instruments served pursuant to the MBCA and received by RSI and (ii)
         the opportunity to participate in all negotiations and proceedings with
         respect to assertion of dissenters' rights with respect to RSI Common
         Stock under Minnesota law. RSI shall not, except with the prior written
         consent of Surviving Corporation, voluntarily make any payment with
         respect to any assertion of dissenters' rights with respect to RSI
         Common Stock or offer to settle or settle any such demands.

         5. Exchange of RSI Common Stock.

                  (a) Prior to the Effective Time, Company shall cause Company's
         stock transfer agent to act as exchange agent (the "Exchange Agent")
         hereunder. As promptly as practicable after the Effective Time, with
         respect to the shares of Surviving Corporation Common Stock into which
         shares of RSI Common Stock have been converted pursuant to Section 3,
         Surviving Corporation shall deliver written instructions to the
         transfer agent instructing such transfer agent to issue such shares of
         Surviving Corporation Common Stock pursuant to the provisions of this
         Section 5. As promptly as practicable after the Effective Time,
         Surviving Corporation shall cause the Exchange Agent to mail to each
         holder of record of a certificate or certificates that immediately
         prior to the Effective Time represented outstanding shares of RSI
         Common Stock ("RSI Certificates"), who has not previously delivered
         such RSI Certificates to Surviving Corporation at the Closing, a form
         letter of transmittal and instructions for such holder's use in
         effecting the surrender of RSI Certificates in exchange for
         certificates representing shares of Surviving Corporation Common Stock.

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                  (b) As soon as practicable after the Effective Time, the
         Exchange Agent shall distribute to holders of shares of RSI Common
         Stock, upon surrender to the Exchange Agent of one or more RSI
         Certificates for cancellation, together with a duly executed letter of
         transmittal, (i) one or more certificates representing the number of
         whole shares of Surviving Corporation Common Stock into which the
         shares represented by RSI Certificate(s) shall have been converted
         pursuant to Section 3, and (ii) any dividends or other distributions to
         which such holder is entitled pursuant to Section 5(c), and RSI
         Certificate(s) so surrendered shall be canceled. In the event of a
         transfer of ownership of RSI Common Stock that is not registered in the
         transfer records of RSI, it shall be a condition to the issuance of
         shares of Surviving Corporation Common Stock that RSI Certificate(s) so
         surrendered shall be properly endorsed or be otherwise in proper form
         for transfer and that such transferee shall (i) pay to the Exchange
         Agent any transfer or other taxes required or (ii) establish to the
         satisfaction of the Exchange Agent that such tax has been paid or is
         not payable.

                  (c) Holders of RSI Common Stock will be entitled to any
         dividends or other distributions pertaining to the Surviving
         Corporation Common Stock received in exchange therefor that become
         payable to persons who are holders of record of Surviving Corporation
         Common Stock as of a record date that follows the Effective Time, but
         only after they have surrendered their RSI Certificates for exchange.
         Surviving Corporation shall deposit with the Exchange Agent any such
         dividend or other distributions, and subject to the effect, if any, of
         applicable law, the Exchange Agent shall receive, hold, and remit any
         such dividends or other distributions to each such record holder
         entitled thereto, without interest, at the time that such RSI
         Certificates are surrendered to the Exchange Agent for exchange.

                  (d) All certificates evidencing shares of Surviving
         Corporation Common Stock that are issued upon the surrender for
         exchange of RSI Certificates in accordance with the terms hereof shall
         be deemed to have been issued in full satisfaction of all rights
         pertaining to the shares of RSI Common Stock represented by the
         surrendered RSI Certificates.

                  (e) After the Effective Time, there shall be no further
         registration of transfers on the stock transfer books of the Surviving
         Corporation of the shares of RSI Common Stock that were outstanding
         immediately prior to the Effective Time. If, after the Effective Time,
         RSI Certificates representing such shares are presented to the
         Surviving Corporation, they shall be canceled and exchanged as provided
         in this Plan of Merger. As of the Effective Time, the holders of RSI
         Certificates representing shares of RSI Common Stock shall cease to
         have any rights as stockholders of RSI, except such rights, if any, as
         they may have pursuant to Minnesota law or this Plan of Merger. Except
         as provided above, until such RSI Certificates are surrendered for
         exchange, each such RSI Certificate shall, after the Effective Time,
         represent for all purposes only the right to receive a certificate or
         certificates evidencing the number of shares of Surviving Corporation
         Common Stock into which the shares of RSI Common Stock shall have been
         converted pursuant to the Merger as provided in Section 3 hereof and
         the right to receive any dividends or distributions as provided in
         Section 5(c).

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                  (f) In the event any RSI Certificates shall have been lost,
         stolen, or destroyed, the Exchange Agent shall issue in respect of such
         lost, stolen, or destroyed RSI Certificates, upon the holder thereof
         posting an insurance bond as required by Exchange Agent and performing
         such other acts as reasonably required by Exchange Agent, such shares
         of Surviving Corporation Common Stock and dividends or other
         distributions, if any, as may be required pursuant to this Plan of
         Merger.

         6. Stock Options and Warrants.

                  (a) Each option or warrant to purchase shares of RSI Common
         Stock that is outstanding at the Effective Time, whether or not
         exercisable and whether or not vested (a "RSI Option"), shall, without
         any action on the part of RSI or the holder thereof, be assumed by
         Surviving Corporation in such manner that Surviving Corporation (i) is
         a corporation "assuming a stock option in a transaction to which
         Section 424(a) applies" within the meaning of Section 424 of the Code
         and the regulations thereunder, or (ii) to the extent that Section 424
         of the Code does not apply to any such RSI Option, would be such a
         corporation if Section 424 of the Code were applicable to such RSI
         Option. Surviving Corporation shall assume RSI's Stock Option Plan (the
         "RSI Option Plan"). From and after the Effective Time, all references
         to RSI in RSI Options shall be deemed to refer to the Surviving
         Corporation. RSI Options assumed by Surviving Corporation shall be
         exercisable upon the same terms and conditions as under RSI Options
         (including provisions regarding vesting and the acceleration thereof)
         except that (i) such RSI Options shall entitle the holder to purchase
         from the Surviving Corporation the number of shares of Surviving
         Corporation Common Stock that equals the product of the Conversion
         Ratio multiplied by the number of shares of RSI Common Stock subject to
         such RSI Option immediately prior to the Effective Time, (ii) the
         option exercise price per share of Surviving Corporation Common Stock
         shall be an amount equal to the exercise price per share of RSI Common
         Stock in effect immediately prior to the Effective Time, and (iii) RSI
         Options shall vest to the extent required pursuant to the current terms
         of such RSI Options. Except to the extent required pursuant to the
         current terms of such RSI Options, RSI shall not take any action to
         accelerate the vesting of any RSI Options.

                  (b) As promptly as practicable after the Effective Time, the
         Surviving Corporation shall issue to each holder of a RSI Option a
         written instrument informing such holder of the assumption by Surviving
         Corporation of such RSI Option. Surviving Corporation shall take all
         corporate action necessary to reserve for issuance a sufficient number
         of shares of Surviving Corporation Common Stock for delivery upon
         exercise of RSI Options pursuant to the terms set forth in this Section
         6. Surviving Corporation shall use its commercially reasonable efforts
         to cause those RSI Options that qualified as incentive stock options
         prior to the Effective Time to continue to qualify as incentive stock
         options immediately after the Effective Time.

         7. Capitalization Changes. If at the Effective Time, the outstanding
shares of Surviving Corporation Common Stock or RSI Common Stock shall have been
changed into or

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exchanged in accordance with the terms of Sections 1 or 2, respectively, for a
different number of shares or a different class by reason of any reorganization,
reclassification, subdivision, recapitalization, split-up, combination, exchange
of shares, stock dividend or other similar transaction, the Conversion Ratio and
calculations set forth in this Plan of Merger shall be appropriately adjusted to
reflect such reorganization, reclassification, subdivision, recapitalization,
split-up, combination, exchange of shares, stock dividend or other similar
transaction. This section shall not constitute either party's consent to the
other party effecting such reorganization, reclassification, subdivision,
recapitalization, split-up, combination, exchange of shares, stock dividend or
other similar transaction.

         8. Articles of Incorporation of the Surviving Corporation. The Articles
of Incorporation of Surviving Corporation as in effect immediately prior to the
Effective Time shall remain in effect; a copy of the Articles is attached hereto
as Annex A.

         9. Bylaws of the Surviving Corporation. The Bylaws of Surviving
Corporation, as in effect immediately prior to the Effective Time, shall be
remain in effect; a copy of the Bylaws is on file with the Surviving Corporation
and will be made available to shareholders of the Surviving Corporation upon
request.

         10. Directors and Officers of the Surviving Corporation. As of the
Effective Time, the officers and directors of RSI holding office immediately
prior to the Effective Time shall remain in office until the next annual meeting
of Surviving Corporation or until their successor is duly elected and qualified,
unless the director shall retire, resign, die or be removed, whichever occurs
first.