Prepared by MerrillDirect





THE OBLIGATIONS UNDER THIS SECURITY AGREEMENT ARE
SUBORDINATED TO THE CLAIMS OF WELLS FARGO BUSINESS CREDIT, INC. PURSUANT TO AND
IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT OF EVEN
DATE HEREWITH BETWEEN SECURED PARTY (AS DEFINED BELOW) AND WFB, AS AMENDED
(COLLECTIVELY, THE “SUBORDINATION AGREEMENT”)


SECURITY
AGREEMENT


             THIS
SECURITY AGREEMENT dated as of October 2, 2001 (including all annexes,
exhibits and schedules hereto, as the same may be amended, restated,
supplemented or otherwise modified from time to time, this “Agreement”), is
made by VISEON, INC. (“Borrower”), in favor of DIGITAL INVESTORS, L.L.C., a
Nevada limited liability company (“Secured Party”).


 


RECITALS


 


             A.         Pursuant to that certain Promissory
Note of even date herewith by and among Borrower and Secured Party (as amended,
extended, restated, supplemented or otherwise modified from time to time, (the
“Note”), Secured Party is extending credit to Borrower, all on the terms and
subject to the conditions set forth therein.


             B.          Borrower is either a direct
beneficiary of the borrowings made available to Borrower under the Note.


             C.          In order to induce Secured Party to
make the loan and enter into the Note, Borrower has agreed to enter into this
Agreement.


 


AGREEMENT


 


             NOW,
THEREFORE, in consideration of the premises and the covenants hereinafter
contained, and to induce Secured Party to make the loan commitment and advanced
funds pursuant to the Note, the parties agree as follows:


             1.          Definitions.  The following capitalized terms shall have
the following respective meanings:


                           “Account
Debtor” means any Person who is obligated under an Account.


                           “Accounts”
means all “accounts,” as such term is defined in the UCC, now owned or
hereafter acquired by any Person, including (a) all accounts receivable, other
receivables, book debts, and other forms of obligations (other than forms of
obligations evidenced by Chattel Paper, Documents, or Instruments), whether
arising out of goods sold or services rendered by it or from any other transaction
(including any such obligations that may be characterized as an account or
contract right under the UCC), (b) all purchase orders or receipts for goods or
services, (c) all rights to any goods represented by any of the foregoing
(including unpaid sellers' rights of rescission, replevin, reclamation, and
stoppage in transit and rights to returned, reclaimed, or repossessed goods),
(d) all monies due or to become due to such Person under all purchase orders
and contracts for the sale of goods or the performance of services or both by
such Person or in connection with any other transaction (whether or not yet
earned by performance on the part of such Person), including the right to
receive the proceeds of said purchase orders and contracts, and (e) all
collateral security and guaranties of any kind given by any Person with respect
to any of the foregoing.  Borrower has
provided a true, correct and complete list of all of its accounts to secured
party on Schedule 5.


                           “Books
and Records” means, with respect to any Person, all books, records, board
minutes, contracts, licenses, insurance policies, environmental audits,
business plans, files, accounting books and records, financial statements
(actual and pro forma), and filings with Governmental Authorities.


                           “Chattel
Paper” means all “chattel paper,” as such term is defined in the UCC, now
owned or hereafter acquired by any Person, wherever located.


                           “Claim”
means any and all: (a) suits, actions, or proceedings in any court or forum, at
law, in equity or otherwise; (b) costs, fines, deficiencies, or penalties; (c)
asserted claims or demands by any Person; (d) arbitration demands, proceedings,
or awards; (e) damages, losses, liabilities, and expenses (including reasonable
attorneys' fees and disbursements and other costs of collection, defense, or
appeal); (f) enforcement of rights and remedies; or (g) criminal, civil, or
regulatory investigations.


                           “Collateral”
means all right, title, and interest of Borrower or any Subsidiary of Borrower
in, to and under any property, whether now existing or hereafter acquired, real
or personal, tangible or intangible, and whether owned by, consigned to, held
by, or under the care, custody, or control of, Borrower or such Subsidiary,
including all Accounts, Books and Records, Chattel Paper, Contracts, Documents,
Equipment, Fixtures, General Intangibles (including all Intellectual Property,
Stock, Claims, contract rights, payment intangibles, and choses in action),
Goods, Instruments, Inventory, Investment Property, Letter of Credit Rights,
money, cash, and cash equivalents, real property interests, Supporting Obligations, Collection Accounts,  Deposit Accounts, (and any other bank
accounts maintained by Borrower at Senior Lender or any other institution),
and all of Borrower’s or any Subsidiary's other interests in property of every
kind and description, and the products, profits, and rents of, dividends or
distributions on, accessions to, and all Proceeds (including insurance
proceeds) of any of the foregoing, regardless of whether the foregoing, or any
portion of it, constitutes property as to which the UCC provides for the
perfection of a Lien, and all rights and remedies applicable to such property,
but excluding, in all events, Hazardous Materials.


                           “Collection
Accounts” means any of the bank accounts in the name of Borrower maintained
at Senior Lender.


                           “Contracts”
means all “contracts,” as such term is defined in the UCC, now owned or
hereafter acquired by any Person, including all contracts, undertakings, or
agreements (other than rights evidenced by Chattel Paper, Documents, or
Instruments), including any agreement relating to the terms of payment or the
terms of performance of any Account.


                           “Default”
means the occurrence of an Event of Default.


                           “Deposit
Account” means any demand, time, savings, passbook or similar account
maintained by any Person with Senior Lender or any other bank or financial
institution.


                           “Documents”
means all “documents,” as such term is defined in the UCC, now owned or
hereafter acquired by any Person, wherever located, including all bills of
lading, dock warrants, dock receipts, warehouse receipts, and other documents
of title, whether negotiable or non–negotiable.


                           “Environmental
Laws” means any and all federal, state, local, and municipal laws, rules,
orders, regulations, statutes, ordinances, codes, decrees, or requirements of
any Governmental Authority regulating, relating to, or imposing liability or
standards of conduct concerning, environmental protection matters, including
Hazardous Materials, as now or hereafter in effect.




                           “Equipment”
means all “equipment,” as such term is defined in the UCC, now owned or
hereafter acquired by any Person, wherever located, including all machinery and
equipment, including processing equipment, conveyors, machine tools, data
processing and computer equipment with software and peripheral equipment, and
all engineering, processing, and manufacturing equipment, office machinery,
furniture, materials handling equipment, tools, attachments, accessories,
automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motor
vehicles, rolling stock, and other equipment of every kind and nature, trade
fixtures, and fixtures, together with all additions and accessions thereto,
replacements therefor, all parts therefor, all substitutes for any of the
foregoing, fuel therefor, and all manuals, drawings, instructions, warranties,
and rights with respect thereto.


                           “Event(s)
of Default” means any of the enumerated acts or omissions set forth in the
Note or in Section 15.1 hereinbelow.


                           “Fiscal
Month” means any of the monthly accounting periods of Borrower.


                           “Fixtures”
means “fixtures,” as such term is defined in the UCC, now owned or hereafter
acquired by any Person, wherever located.


                           “GAAP”
means generally accepted accounting principles as in effect from time to time
in the United States, applied on a basis consistent with past practices.


                           “General
Intangibles” means all “general intangibles,” as such term is defined in
the UCC, now owned or hereafter acquired by any Person, including all customer
lists, licenses, copyrights, trademarks, patents, and all applications therefor
and reissues, extensions, or renewals thereof, rights in Intellectual Property,
interests in partnerships, joint ventures, and other business associations,
Licenses, permits, trade secrets, proprietary or confidential information,
inventions (whether or not patented or patentable), technical information,
procedures, designs, knowledge, know–how, software, data bases, data,
skill, expertise, experience, processes, models, drawings, materials and
records, Goodwill (including the Goodwill associated with any Intellectual
Property), all rights and claims in or under insurance policies (including
insurance for fire, damage, loss, and casualty, whether covering personal
property, real property, tangible rights or intangible rights, all liability,
life, key man, and business interruption insurance, and all unearned premiums),
uncertificated securities, certificated securities, choses in action, deposit,
checking, and other bank accounts, rights to receive tax refunds and other
payments, rights to receive dividends, distributions, cash, instruments, and
other property in respect of or exchange for pledged shares or other equity
interests, rights of indemnification, all Books and Records, correspondence,
credit files, invoices and other papers, including all tapes, cards, computer
runs, and other papers and documents in the possession or under the control of
such Person or any computer bureau or service company from time to time acting
for such Person.


                           “Goods”
means all “goods,” as such term is defined in the UCC, now owned or hereafter
acquired by any Person, wherever located, including movables, fixtures,
equipment, inventory, or other tangible property.


                           “Goodwill”
means all goodwill, trade secrets, proprietary or confidential information,
technical information, procedures, formulae, quality control standards,
designs, operating and training manuals, customer lists, and distribution
agreements now owned or hereafter acquired by any Person.


                           “Hazardous
Material” means any substance, material, or waste, the generation,
handling, storage, treatment, or disposal of which is regulated by any
Governmental Authority, or forms the basis of liability under any Environmental
Law in any jurisdiction in which Borrower or any of its Subsidiaries has owned,
leased, or operated real property or disposed of hazardous materials.


                           “Instruments”
means all “instruments,” as such term is defined in the UCC, now owned or
hereafter acquired by any Person, wherever located, including all certificated
securities, all certificates of deposit, and all notes and other evidences of
indebtedness, other than Instruments that constitute, or are a part of a group
of writings that constitute, Chattel Paper.







                           “Intellectual
Property” means all of the following now owned or hereafter acquired by any
Person:  (a) patents, trademarks, trade
dress, trade names, service marks, copyrights, trade secrets, and all other
intellectual property or Licenses thereof; and (b) all Proceeds of the
foregoing.


                           “Inventory”
means all “inventory,” as such term is defined in the UCC, now owned or
hereafter acquired by any Person, wherever located, including inventory,
merchandise, goods, and other personal property that are held by or on behalf
of such Person for sale or lease or are furnished or are to be furnished under
a contract of service, or that constitute raw materials, work in process, or
materials used or consumed or to be used or consumed in such Person's business
or in the processing, production, packaging, promotion, delivery, or shipping
of the same, including other supplies.


                           “Investment
Property” means all “investment property,” as such term is defined in the
UCC in those jurisdictions in which such definition has been adopted, now owned
or hereafter acquired by any Person, including (a) all securities, whether
certificated or uncertificated, including stocks, bonds, interests in limited
liability companies, partnership interests, treasuries, certificates of
deposit, and mutual fund shares; (b) all securities entitlements of such
Person, including the rights of such Person to any securities account and the
financial assets held by a securities intermediary in such securities account and
any free credit balance or other money owing by any securities intermediary
with respect to that account; (c) all securities accounts held by any Person,
(d) all commodity contracts held by any Person; and (e) all commodity accounts
held by any Person.


                           “Letter
of Credit” means an irrevocable commercial or standby letter of credit
issued for the account of a Person.


                           “Letter
of Credit Rights” means all “letter of credit rights,” as such term is
defined in the UCC in those jurisdictions in which such definition has been
adopted, now owned or hereafter acquired by any Person, including any right to
payment under a Letter of Credit.


                           “License”
means any license under any written agreement now owned or hereafter acquired
by any Person granting the right to use any Intellectual Property or other
license of rights or interests now held or hereafter acquired by any Person.


                           “Liens”
means any lien, pledge, mortgage, security interest, charge or encumbrance of
any kind (including, without limitation, the interest of a lessor under a
Capital Lease having substantially the same economic effect), any agreement to
give or refrain from giving any lien, pledge, mortgage, security interest,
charge or other encumbrance of any kind, any conditional sale or other title retention
agreement, any lease in the nature thereof and the filing of any financing
statement or other similar form of notice under the laws of any jurisdiction.


                           “Obligations
to Secured Party” means any and all present and future loans, advances,
indebtedness, claims, guarantees, liabilities or obligations of the Company or
any Guarantor owing to the Secured Party or any Affiliate of the Secured Party
(or any assignee or transferee of the Secured Party or such Affiliate), of
whatever nature, character or description, arising under or in connection with
this Agreement, the Note or otherwise, any and all agreements, instruments or
other documents heretofore or hereafter executed or delivered in connection
with any of the foregoing, in each case whether due or not due, direct or
indirect, joint and/or several, absolute or contingent, voluntary or
involuntary, liquidated or unliquidated, determined or undetermined, now or
hereafter existing, amended, renewed, extended, exchanged, restated,
refinanced, refunded or restructured, whether or not from time to time
decreased or extinguished and later increased, created or incurred, whether for
principal, interest, premiums, fees, costs, expenses (including, without
limitation, attorney’s fees) or other amounts incurred for administration,
collection, enforcement or otherwise, whether or not arising after the
commencement of any proceeding under the Bankruptcy law (including, without
limitation, post-petition interest) and whether  or not allowed or allowable as a claim in any such proceeding,
and whether or not recovery of any such obligation or liability may be barred
by any statute of limitations or such Indebtedness, claims, liability or
obligation may otherwise be unenforceable.







                           “Permitted
Liens” means, collectively, Liens of the Company or any Guarantor arising
by reason of (i) any attachment, judgment, decree or order of any governmental
Authority, so long as such Lien is being contested in good faith within thirty
(30) days of such Person’s knowledge thereof and is either adequately bonded
for execution thereon has been stayed pending appeal of review, and any
appropriate legal proceedings which may have been duly initiated for the review
of such attachment, judgment, decree or order shall not have been finally
terminated or the period within which such proceedings may be initiated shall
not have expired; (ii) Taxes, assessments or other governmental charges that
are not yet delinquent or that are being contested in good faith; (iii)
security for payment of workers’ compensation or other insurance; (iv)
reasonable security for the performance of real property leases; (v) deposits
to secure public or statutory obligations or in lieu of surety or appeal bonds
entered into in the ordinary course of business; (vi) operation of law in favor
of carriers, warehouse owners, landlords, storage facilities or mechanics
incurred in the ordinary course of business for sums that are not yet
delinquent or are being contested in good faith by negotiation or by
appropriate proceedings that suspend the collection thereof and, if required by
GAAP, are appropriately reserved for on the books of such Person; and (vii)
easements, rights-of-way, zoning and similar covenants and restrictions and
other similar encumbrances or title defects that, in the aggregate, are not
material in amount; provided, however, that each of the Liens described in the
foregoing clauses (i) through (vii) inclusive shall only constitute a Permitted
Lien  so long as such Lien individually
does not, or so long as all such Liens do not, materially interfere with the
conduct of such Person’s business or creates a Material Adverse Change.  Notwithstanding the foregoing, Secured Party
recognizes the existence and priority of the Liens set forth on Schedule 1.


                           “Proceeds”
means “proceeds,” as such term is defined in the UCC, including:  (a) any and all proceeds of any
insurance, indemnity, warranty, or guaranty payable to any Person from time to
time with respect to any Collateral; (b) any and all payments (in any form
whatsoever) made or due and payable to any Person from time to time in
connection with any requisition, confiscation, condemnation, seizure, or
forfeiture of any Collateral by any Governmental Authority (or any Person
acting under color of Governmental Authority); (c) any claim of any Person
against third parties for past, present, or future infringement or dilution of
any Intellectual Property or for injury to the Goodwill associated with any
Intellectual Property; (d) any recoveries by any Person against third
parties with respect to any litigation or dispute concerning any Collateral;
and (e) any and all other amounts from time to time paid or payable under
or in connection with any Collateral, upon disposition or otherwise.


                           “Secured
Obligations” mean any and all “Obligations to Secured Party” (as such term
is defined hereinabove), and all covenants and duties regarding such amounts,
of any kind or nature, present or future, contingent or liquidated, whether or
not evidenced by any note, agreement or other instrument, the payment or
performance of which is provided for or arises now or hereafter under or in
connection with the Note or this Agreement.


                           “Senior
Indebtedness” shall mean the indebtedness outstanding to Wells Fargo
Business Credit, Inc., pursuant to the Amended and Restated Credit and Security
Agreement dated as of April 16, 1998, by and between Borrower and Wells Fargo
Business Credit, Inc. as amended.


                           “Senior
Liens” shall mean the Liens granted to the Senior Lender pursuant to the
Senior Indebtedness collateral documents.


                           “Stock”
means all certificated and uncertificated shares, options, warrants, general or
limited partnership interests, participation or other equivalents (regardless
of how designated) of or in a corporation, partnership, limited liability
company, or equivalent entity, whether voting or nonvoting, including common
stock, preferred stock, or any other “equity security” (as such term is defined
in Rule 3a11–1 of the General Rules and Regulations promulgated by the
Securities and Exchange Commission under the Securities Exchange Act.


                           “Supporting
Obligations” means “supporting obligations,” as such term is defined in the
UCC in those jurisdictions in which such definition has been adopted, now owned
or hereafter acquired by any Person.


                           “Termination
Date” shall mean the date that all Secured Obligations are fully and
finally paid and satisfied in cash in full.




                           “UCC”
means the Uniform Commercial Code as the same may, from time to time, be
enacted and in effect in the State of Texas; provided, that in the event
that, by reason of mandatory provisions of law, any or all of the attachment,
perfection, or priority of Senior Lender's Lien on any Collateral is governed
by the Uniform Commercial Code as enacted and in effect in a jurisdiction other
than the State of Texas, the term “UCC” shall mean the Uniform
Commercial Code as enacted and in effect in such other jurisdiction solely for
purposes of the provisions hereof relating to such attachment, perfection, or
priority and for purposes of definitions related to such provisions.


             2.          Assignment and Grant of Security.  Borrower hereby assigns and pledges to
Secured Party and hereby grants to Secured Party a security interest (subject,
as to priority, only to the Senior Liens and those Permitted Liens that would
be prior to Secured Party’s Lien as a matter of law) in, the entire right,
title and interest of Borrower and its Subsidiaries, in and to the Collateral.


             3.          Security for Secured Obligations.
This Agreement creates a security interest (subject, as to priority, only to
the Senior Liens and those Permitted Liens that would be prior to Secured
Party’s Lien as a matter of law) in and to the Collateral, securing the payment
and performance of any and all Secured Obligations now or hereafter existing of
Borrower, each of its Subsidiaries, any guarantor or any other Person.  Without limiting the generality of the
foregoing, this Agreement secures the payment of all amounts which constitute
part of the Secured Obligations and would be owed by Borrower, any of its
Subsidiaries, any guarantor or any other Person to Secured Party, but for the
fact that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding under any Bankruptcy Law
involving Borrower, any of its Subsidiaries, any guarantor or any other Person
(including all such amounts which would become due or would be secured but for
the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding of Borrower, any of its
Subsidiaries, any guarantor or any other Person under any Bankruptcy Law).


             4.          Borrower Remains Liable.  Anything herein to the contrary
notwithstanding, (a) until the Secured Obligations have been fully and finally
paid in cash, Borrower shall remain liable under the contracts and agreements
included in the Collateral to the extent set forth therein to perform all of
its duties and obligations thereunder to the same extent as if this Agreement
had not been executed, (b) the exercise by Secured Party of any of the rights
hereunder shall not release Borrower from any of its duties or obligations
under the contracts and agreements included in the Collateral unless expressly
and specifically agreed to by Secured Party in writing, and (c) Secured Party
shall not have any obligation or liability under the contracts and agreements
included in the Collateral by reason of this Agreement, nor shall Secured Party
be obligated to perform any of the obligations or duties of Borrower thereunder
or to make any payment, or to make any inquiry as to the nature or the
sufficiency of any payment received by it or the sufficiency of any performance
by any party under any Contract or License, or to present or file any claim, or
to take any action to collect or enforce any performance or the payment of any
amounts which may have been assigned to it or to which it may be entitled at
any time or times.  All rights and
security interests of Secured Party in the Collateral shall be absolute and
unconditional, irrespective of: (i) any lack of validity or enforceability of
any of the Secured Obligations or any other agreement or instrument relating
thereto; (ii) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Secured Obligations, or any other amendment or
waiver of or any consent to any departure from terms of the Note or any other
document; (iii) any exchange, release or non–perfection of any Collateral
for all or any of the Secured Obligations; or (iv) any other circumstance which
might otherwise constitute a defense available to Borrower, or a discharge of
Borrower’s obligations, with respect to the validity or enforceability of a
security interest to the Collateral.


             5.          Agreement With Respect to
Collateral.  Borrower and Secured
Party agree that to the extent that any of the Collateral may be deemed to be a
Fixture as opposed to Equipment, Inventory or any other form of Collateral that
may be perfected by the filing of a UCC financing statement, it is the
intention of each of these parties that such Collateral be deemed to be
Equipment, Inventory or any other form of Collateral that may be perfected by
the filing of a UCC financing statement and such Collateral not be deemed to be
a Fixture.


             6.          Representations and Warranties.  Borrower represents and warrants, with
respect to itself and the Collateral, as follows:


                           (a)         except as specifically disclosed in the
most recent schedule of Accounts delivered to Secured Party: (i) each Account
arises out of a bona fide sale and delivery of goods or rendition
of services by Borrower in the ordinary course of its business and is not
evidenced by a judgment, Instrument or Chattel Paper; (ii) there are no known
setoffs, claims, or disputes existing or asserted with respect thereto and
Borrower has not agreed and will not agree with the applicable Account Debtor
without Secured Party's consent to (A) any deduction therefrom, (B) any
extension of time for the payment thereof, (C) any compromise or settlement
for less than the full amount thereof, or (D) any release, in whole or in
part, of any Person liable therefor, except as to all of the foregoing
deductions, extensions, compromises, settlements, or  releases allowed by Borrower in the ordinary course of its business
and disclosed to Secured Party; provided, that the aggregate amount of
such deductions, extensions, compromises, settlements, or releases shall not
exceed $1,000 in any Fiscal Month; (iii) there are no facts, events, or
occurrences that Borrower knows or should know that in any way impair the
validity, collectability, or enforceability thereof or tend to reduce the
amount payable thereunder as reflected on the invoices, statements, and
schedules of Accounts delivered to Secured Party with respect thereto, or that
might result in any material adverse change in the financial condition of the
applicable Account Debtor or the collectability thereof; and (iv) Borrower
has no knowledge that the applicable Account Debtor is unable generally to pay
its debts as they become due;


                           (b)        the amounts reflected on all records,
invoices, statements, and schedules of Accounts with respect thereto (i) to the
knowledge of Borrower, are actually and absolutely owing to Borrower as
indicated thereon and (ii) are not in any way contingent;


                           (c)         no payments have been made on any
Account, and;


                           (d)        to the best of Borrower’s knowledge, the
applicable Account Debtor has the capacity to contract;


                           (e)         (i) all Inventory of Borrower
(A) is, and will continue to be, located at one of the locations set forth
on Schedule 2 or (B) is being shipped directly to a customer of
Borrower and such Inventory is scheduled to arrive at its destination within 15
days after shipment or between two of the locations set forth on Schedule 2,
(ii) such Inventory has not been consigned to any Person, (iii) such
Inventory has been and will be produced in compliance with all Applicable Laws,
including the minimum wage and overtime pay provisions of the Fair Labor
Standards Act, (iv) Borrower has good, indefeasible, and merchantable
title to such Inventory and such Inventory is not subject to any Lien or
document whatsoever except for Liens in favor of Senior Lender, Liens to
Secured Party and other Permitted Liens, (v) such Inventory is not subject to any
licensing, patent, royalty, trademark, trade name, or copyright agreements with
any third parties that would require any consent of any third party upon sale
or disposition thereof or the payment of any monies to any third party as a
condition precedent to any such sale or other disposition, and (vi) the
completion of manufacture, sale, or other disposition of such Inventory by
Secured Party following a Default or Event of Default shall not require the
consent of any Person and shall not constitute a breach or default under any
contract or agreement to which Borrower is a party or to which any of its
property is subject;


                           (f)         the chief place of business and chief
executive office of Borrower and the office where Borrower keeps all of its
records concerning the Accounts, are located at 8700 N. Stemmons Freeway, Suite
310, Dallas, Texas  75247;


                           (g)        all Chattel Paper, promissory notes or
other Instruments evidencing the Accounts have been pledged to Secured Party
and, when the Senior Indebtedness has been fully and finally paid and satisfied
in cash, the Chattel Paper and Instruments shall be duly endorsed and
accompanied by such duly executed instruments of transfer or assignment as are
necessary for such pledge, to be held as pledged collateral;


                           (h)        Borrower is the legal and beneficial
owner of, or has valid leasehold title to, the Collateral pledged by it free
and clear of any Lien, security interest, option or other charge or encumbrance
except for the security interest created by this Agreement (other than Senior
Liens and Permitted Liens).  No
effective financing statement or other similar document used to perfect and
preserve a security interest under Applicable Laws of any jurisdiction covering
all or any part of the Collateral is on file in any recording office, except
such as may have been filed (i) in respect of Senior Liens and Permitted Liens
and (ii) in favor of Secured Party relating to this Agreement.  As of the date hereof, Borrower operates
under the trade names set forth on Schedule 3 hereto (and no
others).  Borrower (including any
corporate or partnership predecessor) has not existed or operated under any
name other than VISEON, INC. or as stated on Schedule 3 since the date
of Borrower’s incorporation;


                           (i)          Borrower has possession and/or control
of the Equipment and Inventory pledged by it hereunder;







                           (j)          This Agreement creates a valid and
continuing security interest (subject, as to priority, only to the Senior Liens
and those Permitted Liens that would be prior to Secured Party’s Lien as a
matter of law) in the Collateral, securing the payment of the Secured
Obligations which upon filings and other necessary actions to perfect such
security interest (subject, as to priority, only to the Senior Liens and those
Permitted Liens that would be prior to Secured Party’s Lien as a matter of law)
will create a perfected security interest in such Collateral, to the extent
that such security interest can be perfected by filing a UCC financing
statement.  This Agreement is a valid,
binding and enforceable obligation of Borrower.  Upon filing the necessary financing statements, Secured Party’s
Lien (i) is prior to all other Liens except Liens granted to the Senior Lender
securing the Senior Indebtedness and those Permitted Encumbrances that would be
prior to Secured Party’s Lien as a matter of law, and (ii) is enforceable as
such as against creditors of, and purchasers from, Borrower and as against any
purchaser of real property where any of the Fixtures or Equipment are located
and any future creditor obtaining a Lien on such real property.  Upon filing of necessary financing
statements, all such action as is necessary in law has been taken (i) to
establish and perfect Secured Party’s Lien in each item of the Collateral with
respect to which Liens may be perfected by such filings (other than items of
Collateral for which Secured Party’s Lien may be perfected only by possession
thereof and which are in the possession of the Senior Lender or which Senior
Lender requires Borrower to retain possession), and (ii) to entitle Secured
Party to exercise the rights and 
remedies provided in each of this Agreement, the Note and the UCC.  Borrower shall not at any time take any
action which shall cause this section to become not true and correct, and
Borrower shall at all times take all such action as may be necessary to cause
this section to remain true and correct. 
If, at any time, there are Liens on any Collateral, other than Liens
securing the Senior Indebtedness or Permitted Liens or Liens granted to Secured
Party, Borrower shall use its best efforts to remove such conflicting Liens
within 30 days thereafter and, in any event, shall remove such conflicting
Liens within 60 days thereafter;


                           (k)         No consent of any other Person (other
than Wells Fargo Business Credit, Inc.) and no authorization, approval or other
action by, and no notice to or filing with, any Governmental Authority that has
not been obtained, made or given is required (i) for the pledge by Borrower of
the Collateral pledged by it hereunder, for the grant by Borrower of the
security interest granted hereby or for the execution, delivery or performance
of this Agreement by Borrower, (ii) as to Collateral with respect to which
Liens may be perfected by such filings, for maintenance of the pledge, assignment
and security interest created hereby or for the perfection of the pledge,
assignment and security interest created hereby by filing a UCC–1
financing statement centrally, or in the case of dual filing states, centrally
and at the county level, as applicable, other than the filing of appropriate
continuation statements, or (iii) except as otherwise provided by law, for the
exercise by Secured Party of the rights provided for in this Agreement or the
remedies in respect of the Collateral pursuant to this Agreement;


                           (l)          Borrower possesses all material
licenses and permits, including but not limited to all applicable certificates
of occupancy, licenses and permits required for the operations of its business;
and


                           (m)        Schedule 4 hereto is a complete and
correct list of all (i) deposit accounts (demand, time, special or other)
maintained by or in which Borrower has an interest and correctly describes the
financial institution in which such account is maintained (including the
specific branch), the address and ABA number of such institution, the officer
of such institution having primary responsibility for Borrower’s accounts, the
account number and type (as supplemented from time to time by Borrower by
written notice to Secured Party) and (ii) Chattel Paper, promissory notes and
other Instruments in which Borrower has an interest.


             7.          Further Assurances.


                           (a)         Unless this requirement is specifically
waived in writing by Secured Party, Borrower agrees to promptly obtain the
necessary consent to or waiver of such restriction from any Person so as to
enable Borrower to effectively grant to Secured Party a security interest under
this Agreement.







                           (b)        Borrower agrees that from time to time,
at the expense of Borrower, Borrower will promptly execute and deliver all
further instruments and documents, and take all further action, that may be
necessary or desirable, or that Secured Party may reasonably request, in order
to perfect and protect any pledge, assignment or security interest granted or
purported to be granted hereby, and the priority thereof, or to enable Secured
Party to exercise and enforce its rights and remedies hereunder with respect to
any Collateral.  Without limiting the
generality of the foregoing, upon written request by Secured Party, Borrower
will:  (i) mark conspicuously each
Chattel Paper, and, at the request of Secured Party, each of its records
pertaining to the Collateral with the following legend:


THIS INSTRUMENT IS SUBJECT TO A SECURITY INTEREST AND LIEN
PURSUANT TO A SECURITY AGREEMENT DATED OCTOBER 2, 2001 (THE “SECURITY
AGREEMENT”) MADE BY BORROWER IN FAVOR OF DIGITAL INVESTORS, L.L.C., AS SECURED
PARTY.  THE OBLIGATIONS UNDER THE
SECURITY AGREEMENT ARE SUBORDINATED TO THE CLAIMS OF WELLS FARGO BUSINESS
CREDIT, INC. PURSUANT TO AND IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN
SUBORDINATION AGREEMENT OF EVEN DATE HEREWITH BETWEEN SECURED PARTY AND WELLS
FARGO BUSINESS CREDIT, INC., AS AMENDED.



or such other legend, in form and
substance satisfactory to and as specified by Secured Party, indicating that
such Chattel Paper or Collateral is subject to the pledge, assignment and
security interest granted hereby; (ii) upon full and final payment in cash of
the Senior Indebtedness, if any Collateral shall be evidenced by a promissory
note or other instrument or be Chattel Paper, deliver and pledge to Secured
Party hereunder such note, instrument or Chattel Paper duly endorsed and
accompanied by duly executed instruments of transfer or assignment, all in form
and substance satisfactory to Secured Party; and (iii) execute and file such
financing or continuation statements, or amendments thereto and such other
instruments or notices, as may be necessary or desirable, or as Secured Party
may request, in order to perfect and preserve the pledge, assignment and
security interest granted or purported to be granted hereby.


                           (c)         Borrower hereby authorizes Secured
Party to file one or more financing or continuation statements, and amendments
thereto, relating to all or any part of the Collateral without the signature of
Borrower where permitted by Applicable Law. 
A photocopy or other reproduction of this Agreement or any financing
statement covering the Collateral or any part thereof shall be sufficient as a
financing statement where permitted by Applicable Law.


                           (d)        Borrower will furnish to Secured Party
from time to time statements and schedules (including Schedules to this
Agreement) further identifying and describing the Collateral and such other
reports in connection with the Collateral as Secured Party may reasonably
request in writing, all in reasonable detail. 
Borrower will promptly furnish to Secured Party a copy of each new or
renewal, restatement or modification of any agreement included in Collateral.


                           (e)         Borrower shall not establish or maintain
any deposit or similar bank account not listed on Schedule 4 hereto
unless Secured Party receives prior written notice thereof.


                           (f)         In addition to such other information
as shall be specifically provided for herein Borrower agrees that Borrower, and
each of Borrower’s Subsidiaries, if any, shall permit such site visitations and
inspections and furnish to Secured Party such other information with respect to
the Collateral as Secured Party may reasonably request from time to time in
connection with the Collateral, or the protection, preservation, maintenance or
enforcement of the security interest or the Collateral.


             8.          Equipment, Fixtures and Inventory.







                           (a)         Borrower shall keep the Equipment,
Fixtures and Inventory pledged by it hereunder (other than Inventory sold in
the ordinary course of business or in transit between two permitted locations)
at the places therefor specified herein or, upon thirty days' prior written
notice to Secured Party, at such other places in such jurisdictions where all action
required by Section 7 herein shall have been taken with respect to the
Equipment and Inventory.


                           (b)        Borrower shall, and shall cause each
Subsidiary of the Borrower to, maintain or cause to be maintained all their
material Properties necessary to the conduct of their business (whether owned
or held under lease) in reasonably good repair, working order and condition,
taken as a whole, and from time to time make or cause to be made all reasonably
necessary repairs, renewals, replacements, additions, betterments and
improvements thereto.


                           (c)         Borrower shall, and shall cause each
Subsidiary of Borrower, if any, to pay and discharge all Taxes, assessments and
governmental charges or levies imposed upon it or its income or Properties
prior to the date on which penalties attach thereto, and all lawful material
claims for labor, materials and supplies which, if unpaid, might become a Lien
upon any of their properties, except those Taxes, assessments, charges or
levies contested by Borrower diligently in good faith, and for which adequate
reserves have been established in accordance with GAAP.  Borrower shall, and shall cause each
Subsidiary of Borrower to, timely file all information returns required by
federal, state or local Tax authorities.


             9.          Insurance Borrower shall, and
shall cause each Subsidiary of Borrower, if any, to, maintain insurance from
responsible companies in such amounts and against such risks as shall be
customary and usual in the industry for companies of similar size and
capability, but in no event less than the amount and types insured as of the
date hereof.   Borrower shall promptly
furnish to Secured Party evidence of such insurance in form and content
satisfactory to Secured Party.  If
Borrower fails to perform or observe any applicable covenants as to insurance
on any of such Collateral, Secured Party may at its own option obtain insurance
on only Secured Party's interest in such Collateral, any premium thereby paid
by Secured Party to become part of the Secured Obligations, bear interest as
provided in the Note.  In the event
Secured Party maintains such substitute insurance, the additional premium for
such insurance shall be due upon written demand and payable by Borrower to
Secured Party in accordance with any notice delivered to Borrower by Secured
Party.  Borrower hereby grants Secured
Party a security interest in any refunds of unearned premiums in connection
with any cancellation, adjustment or termination of any policy of insurance or
paid to Senior Lender with respect to Senior Indebtedness, required by Secured
Party and in all proceeds of such insurance and hereby appoints Secured Party
its attorney–in–fact to endorse any check or draft that may be
payable to Borrower in order to collect such refunds or proceeds.  Any such sums collected by Secured Party
shall be credited, except to the extent applied to the purchase by Secured
Party of similar insurance or paid to Senior Lender with respect to Senior
Indebtedness, to any amounts then owing on the Secured Obligations in accordance
with the Note.


             10.        Place of Perfection; Records;
Collection of Accounts, Chattel Paper and Instruments.


                           (a)         Borrower shall keep its chief place of
business and chief executive office and the office where it keeps its records
concerning accounting books and records, and the originals of all Chattel Paper
(until delivered to Senior Lender or Secured Party), at the location therefor
specified in Section 6(a) herein and Borrower shall have given written
notice thereof to Secured Party no later than thirty days prior to the moving
thereto.  Borrower will hold and
preserve such records and Chattel Paper and will permit representatives of
Secured Party to inspect and make abstracts from and copies of such records and
Chattel Paper.  Upon the full and final
satisfaction of the Senior Indebtedness in cash, Borrower shall deliver to
Secured Party all Instruments to be held by Secured Party as collateral.  Upon the full and final satisfaction of the
Secured Obligations in cash, Secured Party shall return to Borrower all
instruments and Chattel Paper held by Secured Party as collateral unless the
Senior Indebtedness is still outstanding, in which case such Collateral shall
be delivered to Senior Lender to be held as collateral.


                           (b)        (i) except as otherwise provided in this
section, Borrower shall continue to collect, at its own expense, all amounts
due or to become due Borrower under all Accounts, Chattel Paper and
Instruments.  In connection with such
collections, Borrower may take (and, at Secured Party's direction, shall take)
such action as Borrower or Secured Party may deem reasonably necessary or
advisable to enforce collection of the Accounts, Chattel Paper and Instruments;
provided, however, that, subject to the provisions of the
Subordination Agreement, Secured Party shall have the right (upon a Default or
Event of Default which is continuing) (without notice to Borrower) to notify
the account debtors or obligors under any Accounts, Chattel Paper and
Instruments of the assignment of such Accounts, Chattel Paper and Instruments
to Secured Party and to direct such account debtors or obligors to make payment
of all amounts due or to become due to Borrower thereunder directly to Secured
Party and, at the expense of Borrower, to enforce collection of any such Accounts,
Chattel Paper and Instruments, and to adjust, settle or compromise the amount
or payment thereof, in the same manner and to the same extent as Borrower might
have done.


                           (ii)         subject to the following sentence, upon
prior notice to Borrower (unless a Default or an Event of Default has occurred
and is continuing in which case no notice is necessary), Secured Party shall
have the right, at Borrower’s expense, no more than twice in any 12–month
period (unless such a Default or an Event of Default has occurred and is
continuing in which case no such limitation shall be in effect) to make test
verifications of the Accounts and physical verifications and appraisals of any
other Collateral in any manner and through any medium that Secured Party
considers advisable, and Borrower agrees to furnish all such assistance and
information as Secured Party may require in connection therewith.  Secured Party may at any time; in Secured
Party’s own name, in Borrower’s name or otherwise, communicate with Account
Debtors, parties to Contracts, obligors in respect of Instruments and obligors
in respect of Chattel Paper to verify with such Persons, to Secured Party’s
satisfaction, the existence, amount and terms of any such Accounts, Contracts,
Instruments or Chattel Paper.  Borrower,
at its own expense, shall cause its independent certified public accountants to
deliver to Secured Party the results of any confirmation of all or any portion
of the Accounts and any physical verifications and reconciliations of all or
any portion of the other Collateral made or observed by such accountants when
and if any such confirmation, verification or reconciliation is conducted in
connection with annual audit procedures. 
Upon the occurrence and during the continuation of a Default or an Event
of Default, Borrower, promptly upon Secured Party’s request, at Borrower’s own
expense, shall prepare and deliver to Secured Party the following reports: (a)
a reconciliation of all Accounts; (b) an aging of all Accounts; (c) an aged
receivable trial balance; (d) test verifications of such Accounts as Secured
Party may request; (e) a schedule of all Inventory; (f) a schedule of all
Equipment; (g) a schedule of all Leases; (h) a schedule of all Indebtedness,
including, but not limited to, purchase money indebtedness and (i) a schedule
of all Licenses.


                           (iii)        upon the full and final satisfaction of
the Senior Indebtedness in cash, and after the occurrence of a Default or Event
of Default that is continuing, all amounts and proceeds (including Instruments)
received by Borrower in respect of the Accounts, Chattel Paper and Instruments
shall be received in trust for the benefit of Secured Party hereunder, shall be
segregated from other funds of Borrower and shall be forthwith paid over to
Secured Party in the same form as so received (with any necessary endorsement)
to be held as cash collateral and either (a) released to Borrower so long as no
Default or Event of Default shall have occurred and be continuing or (b) if any
Default or Event of Default shall have occurred and be continuing, applied as
provided herein and in the Subordination Agreement.  Borrower shall not without the written consent of Senior Lender
(or, after the termination of the Subordination Agreement, of Secured Party)
adjust, settle or compromise the amount or payment of any Account, Chattel
Paper or Instrument, release wholly or partly any account debtors or obligor
thereof, or allow any credit or discount thereon except as provided in Section
6(a).


             11.        Transfers and Other Liens: Name
Changes.  Borrower shall not (a)
sell, assign (by operation of Applicable Law or otherwise) or otherwise dispose
of, or grant any option with respect to, any of the Collateral, except in the
ordinary course of or (b) create or permit to exist any Lien, security interest,
option or other charge or encumbrance upon or with respect to any of the
Collateral, except for the security interest under this Agreement, Senior Liens
and Permitted Liens.  Borrower shall
not, and shall not permit any Subsidiary of Borrower to, change its name.


             12.        Secured Party Appointed Attorney–in–Fact.  Borrower hereby irrevocably constitutes and
appoints Secured Party and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney–in–fact with full
irrevocable power and authority in the place and stead of Borrower and in the
name of Borrower or in its own name, from time to time in Secured Party’s
discretion, for the purpose of carrying out the terms of this Agreement, to
take any and all appropriate action and to execute and deliver any and all
documents and instruments which may be necessary to accomplish the purposes of
this Agreement and, without limiting the generality of the foregoing, hereby
grants to Secured Party the power and right, on behalf of Borrower, without
notice to or assent by Secured Party, upon the occurrence and during the
continuation of a Default or an Event of Default (except as otherwise provided
below), to do the following, all at Borrower’s expense:


                           (a)         regardless of whether a Default or an
Event of Default has occurred or is continuing, continue any insurance policies
existing pursuant to the terms of this should Borrower fail to do so, and pay
all or any part of the premiums therefor and the costs thereof;


                           (b)        in the name of Borrower, in its own name
or otherwise, take possession of, endorse and receive payment of any checks,
drafts, notes, acceptances, or other Instruments for the payment of monies due
under any Collateral;


                           (c)         receive payment of any and all monies,
claims and other amounts due or to become due at any time arising out of or in
respect of any Collateral;


                           (d)        ask, demand, collect, receive and give
acquittances and receipts for any and all money due or to become due under any
Collateral;


                           (e)         pay or discharge any charges or Liens
levied or placed on or threatened against the Collateral;


                           (f)         effect any repairs or obtain any
insurance called for by the terms of this Agreement and pay all or any part of
the premiums therefor and costs thereof;


                           (g)        direct any party liable for any payment
under or in respect of any of the Collateral to make payment of any and all
monies due or to become due thereunder, directly to Secured Party or as Secured
Party shall direct;


                           (h)        sign and endorse any invoices, freight
or express bills, bills of lading, storage or warehouse receipts, drafts
against Account Debtors, assignments, verifications and notices in connection
with accounts and other documents constituting or related to the Collateral;


                           (i)          settle, compromise or adjust any suit,
action or proceeding described in this section and, in connection therewith,
give such discharges or releases as Secured Party may deem appropriate;


                           (j)          file any claim or task or commence any
other action or proceeding in any court of law or equity or otherwise deemed
appropriate by Secured Party for the purpose of collecting any and all such
monies due under any Collateral whenever payable;


                           (k)         commence and prosecute any suits,
actions or proceedings at law or in equity in any court to collect the
Collateral or any part thereof and to enforce any other right in respect of any
Collateral;


                           (l)          defend any suit, action or proceeding
brought against Borrower with respect to any Collateral if Borrower does not
defend such suit, action or proceeding or if Secured Party believes that
Borrower is not pursuing such defense in a manner that will minimize the loss
with respect to such Collateral and Secured Party’s security interest therein;


                           (m)        license or, to the extent permitted by
an applicable License, sublicense, whether general, specific or otherwise and
whether on an exclusive or non–exclusive basis, any Intellectual Property
Collateral throughout the world on such terms and conditions and in such manner
as Secured Party shall, in its sole discretion, determine; and


                           (n)        sell, transfer, pledge, make any
agreement with respect to, or otherwise deal with any of the Collateral as
fully and completely as though Secured Party were the absolute owner thereof
for all purposes, and to do, at Secured Party’s option, at any time or from
time to time, all acts and other things that Secured Party deems necessary to
perfect, preserve or realize upon the Collateral and Secured Party’s Lien
therein in order to effect the intent of this Agreement, all as fully and
effectively as Borrower might do.


AFTER THE SENIOR INDEBTEDNESS HAS BEEN FULLY AND FINALLY
SATISFIED IN CASH AND UPON AND AFTER THE OCCURRENCE OF A DEFAULT OR EVENT OF
DEFAULT THAT IS CONTINUING, BORROWER HEREBY IRREVOCABLY GRANTS TO SECURED PARTY
BORROWER’S PROXY (EXERCISABLE FROM AND AFTER THE OCCURRENCE OF A DEFAULT OR
EVENT OF DEFAULT WHICH IS CONTINUING) TO VOTE ANY SECURITIES COLLATERAL AND
APPOINTS SECURED PARTY BORROWER’S ATTORNEY–IN–FACT TO PERFORM ALL
OBLIGATIONS OF BORROWER UNDER THIS AGREEMENT AND TO EXERCISE ALL OF SECURED
PARTY'S RIGHTS HEREUNDER.  THE PROXY AND
POWER OF ATTORNEY HEREIN GRANTED, AND EACH STOCK POWER AND SIMILAR POWER NOW OR
THEREAFTER GRANTED (INCLUDING ANY EVIDENCED BY A SEPARATE WRITING), ARE COUPLED
WITH AN INTEREST AND ARE IRREVOCABLE PRIOR TO FINAL PAYMENT IN FULL OF THE
SECURED OBLIGATIONS.



             13.        Secured Party May Perform.  Upon and during the continuance of a Default
or Event of Default, if Borrower fails to perform or comply with any agreement
contained herein or in the Note, Secured Party may itself perform, or cause
performance of, or compliance with, such agreement, and the expenses of Secured
Party incurred in connection therewith, together with applicable interest
thereon at the rate then in effect under the terms of the Note, shall be
payable by Borrower under Section 16 herein.


             14.        Secured Party's Duties.  The powers conferred on Secured Party
hereunder are solely to protect its interest in the Collateral and shall not
impose any duty upon it or any Secured Party to exercise any such powers.  Except for the safe custody of any
Collateral in its possession and the accounting for moneys actually received by
it hereunder, Secured Party shall have no duty as to any Collateral, as to
ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Collateral, whether or not
Secured Party has or is deemed to have knowledge of such matters, or as to the
taking of any necessary steps to preserve rights against prior parties or any
other rights pertaining to any reasonable care in the custody and preservation
of any Collateral in its possession if such Collateral is accorded treatment
substantially equal to that which Secured Party accords its own property.  Except as provided in this section, Secured
Party shall not have any duty or liability to protect or preserve any
Collateral or to preserve rights pertaining thereto.  Nothing contained in this Agreement shall be construed as
requiring or obligating Secured Party, and Secured Party shall not be required
or obligated, to (a) present or file any claim or notice or take any action,
with respect to any Collateral or in connection therewith or (b) notify
Borrower of any decline in the value of any Collateral.


             15.        Events
of Default; Rights and Remedies


                           15.1      Events of Default.  The occurrence of any one or more of the
following events (regardless of the reason therefor) shall constitute an
"Event of Default" under this Agreement:


                           (a)         Borrower shall fail to make any payment
in respect of any Secured Obligations when due and payable or declared due and
payable; or


                           (b)        Borrower or its Subsidiaries, if any,
shall fail or neglect to perform, keep, or observe any of the other covenants,
promises, agreements, requirements, conditions, or other terms or provisions
contained in this Agreement or the Note, and such default shall have continued
for a period of five (5) Business Days after the earlier to occur of Borrower's
receipt of notice of such breach from Secured Party or the date on which such
failure or neglect first becomes known to any officer of Borrower; provided,
that there shall be no grace period for Borrower's failure to perform, keep, or
observe any of the covenants, promises, agreements, requirements, conditions,
or other terms or provisions related to any monetary default; or


                           (c)         an event of default shall occur under
any other material agreement, document, or instrument to which Borrower or any
of its Subsidiaries is a party, or by which any such Person or its property is
bound, and such event of default (A) involves the failure to make any
payment, whether of principal, interest, or otherwise, and whether due by scheduled
maturity, required prepayment, acceleration, demand, or otherwise, in respect
of any Indebtedness (other than the Secured Obligations, and the current
default to Wells Fargo Business Credit, Inc. for which a forbearance agreement
has been executed) of such Person in an aggregate amount exceeding $10,000 or
(B) causes (or permits any holder of such Indebtedness or a trustee to
cause) such Indebtedness, or a portion thereof in an aggregate amount exceeding
$10,000, to become due prior to its stated maturity or prior to its regularly
scheduled dates of payment; or


                           (d)        any representation or warranty in this
Agreement, the Note or any other Document, or in any written statement pursuant
hereto or thereto, or in any report, financial statement, or certificate made
or delivered to Secured Party by Borrower or any of its Subsidiaries shall be
untrue or incorrect in any respect as of the date when made or deemed made; or


                           (e)         (i) any of the assets of Borrower or
any of its Subsidiaries shall be attached, seized, levied upon, or subjected to
a writ or distress warrant, or come within the possession of any receiver,
trustee, custodian, or assignee for the benefit of creditors of such Person,
and such condition shall remain unstayed or undismissed for 60 consecutive days;
(ii) any Person other than Borrower shall apply for the appointment of a
receiver, trustee, or custodian for the assets of Borrower (or those of any of
its Subsidiaries) and the order appointing such receiver, trustee, or custodian
shall remain unstayed or undismissed for 60 consecutive days; or
(iii) Borrower or any of its Subsidiaries shall have concealed, removed,
or permitted to be concealed or removed any part of its property with intent to
hinder, delay, or defraud its creditors or any of them or made or suffered a
transfer of any of its property or the incurring of an obligation that may be
fraudulent under any bankruptcy, fraudulent transfer, or other similar law; or


                           (f)         a case or proceeding shall have been
commenced involuntarily against Borrower or any of its Subsidiaries in a court
having competent jurisdiction seeking a decree or order (i) under the
Bankruptcy Code or any other applicable federal, state, or foreign bankruptcy
or other similar law, (ii) for (A) the appointment of a custodian, receiver,
liquidator, assignee, trustee, or sequestrator (or similar official) of such
Person or of any substantial part of its properties or (B) the
reorganization or winding up or liquidation of the affairs of any such Person,
or (iii) invalidating or denying (A) any Person's right, power, or
competence to enter into or perform any of its obligations under the Note or
this Agreement or (B) the validity or enforceability of this Agreement or the
Note or any action taken hereunder or thereunder, and such case or proceeding
shall remain undismissed or unstayed for 60 days or more or a decree or order
granting the relief sought in such case or proceeding shall be entered by a
court of competent jurisdiction over such case or proceeding; or


                           (g)        Borrower or any of its Subsidiaries
shall (i) file a petition for an order for relief under the Bankruptcy
Code or any other applicable federal, state, or foreign bankruptcy or other
similar law, (ii) consent to the institution of proceedings thereunder or
to the filing of any such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, or
sequestrator (or similar official) of any such Person or of any substantial
part of its properties, (iii) fail generally to pay (or admit in writing
its inability to pay) its debts as such debts become due, or (iv) take any
corporate action in furtherance of any such action; or


                           (h)        a final judgment or judgments (after the
expiration of all times to appeal therefrom) for the payment of money in excess
of $25,000 in the aggregate shall be rendered against Borrower or any of its
Subsidiaries, unless the same shall be (i) fully covered by insurance
(exclusive of any applicable deductible under any insurance policies insuring
Borrower or its Subsidiaries against such judgment) and the issuer(s) of the
applicable policies shall have acknowledged full coverage in writing within 30
days of such judgment, or (ii) vacated, stayed, bonded, paid, or
discharged within a period of 30 days from the date of such judgment; or


                           (i)          any Person subordinating its claims
against Borrower to those of Secured Party (i) terminates, or gives
Secured Party notice of its intention to terminate, its subordination
agreement, or (ii) such subordination agreement otherwise becomes unenforceable
or ineffective; or


                           (j)          Borrower voluntarily or involuntarily
dissolves or is dissolved, terminates, or is terminated; or


                           (k)         Borrower or any Subsidiary is enjoined,
restrained, or in any way prevented by the order of any court or other
Governmental Authority from conducting all or any material part of its
business; or


                           (l)          any loss, suspension, revocation, or
failure to renew any License or permit now held or hereafter acquired by
Borrower or any Subsidiary, the result of which might have a Material Adverse
Effect; or


                           (m)        any Lien or any provision of the Note or
this Agreement shall for any reason cease to be valid, binding, and enforceable
in accordance with its terms, or any Lien granted, or intended by the Note or
this Agreement to be granted, to Secured Party shall cease to be a valid and
perfected Lien having the first priority (or a lesser priority if expressly
permitted in this Agreement) in any of the Collateral covered or purported to
be covered thereby; or


                           (n)        any failure by Borrower or any of its
Subsidiaries to (i) pay salaries and wages when due or (ii) make all
required withholding payments; or


                           (o)        any Change of Control of Borrower or any
of its Subsidiaries other than as a result of any action taken by Secured
Party.


             15.2      Remedies.  Subject in each case to the Subordination Agreement and if any
Default or Event of Default shall have occurred and be continuing:


                           (a)         Secured Party may exercise in respect
of the Collateral, in addition to other rights and remedies provided for herein
or otherwise available to it, all the rights and remedies of a secured party on
default under the UCC in effect in the state in which the Collateral is located
at that time  (whether or not the UCC
applies to the affected Collateral), and also may (i) require Borrower to, and
Borrower hereby agrees that it will at its expense and upon request of Secured
Party forthwith, assemble all or part of the Collateral as directed by Secured
Party and make it available to Secured Party at a place to be designated by
Secured Party which is reasonably convenient to both parties or (ii) without
demand of performance or other demand, advertisement or notice of any kind,
except as specified below, to or upon Borrower or any other Person (all and
each of which demands, advertisements and notices are hereby expressly waived
to the maximum extent permitted by the UCC and other applicable law), forthwith
enter upon the premises of Borrower where any Collateral is located through
self–help, without judicial process, without first obtaining a final
judgment or giving Borrower notice and opportunity for a hearing on Secured
Party’s claim or action, and collect, receive, assemble, process, appropriate
and realize upon the Collateral, or any part thereof, and may forthwith sell,
lease, assign, give an option or options to purchase, or sell or otherwise
dispose of and deliver said Collateral (or contract to do so), or any part
thereof, sell the Collateral or any portion thereof in one or more parcels at public
or private sale, at any of Secured Party's offices or elsewhere, at such prices
as it may deem best, for cash, on credit or for future delivery without
assumption of any credit risk, and upon such other terms as Secured Party may
deem commercially reasonable.  Secured
Party shall have the right, upon any such public sale or sales and, to the
extent permitted by law, upon any such private sale or sales, to purchase for
the benefit of Secured Party by credit bid the whole or any part of said
Collateral so sold, free of any right or equity of redemption, which equity of
redemption Borrower hereby releases. 
Secured Party shall have the right to conduct such sales on Borrower’s
premises without rent or other charge for such sales or other action with
respect to the Collateral for such time or times as Secured Party deems
necessary or advisable.  Borrower agrees
that, to the extent notice of sale shall be required by Applicable Law, five
days' notice to Borrower of the time and place of any public sale or the time
after which any private sale is to be made shall constitute reasonable
notification. Secured Party shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. Secured Party may
adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.  Until Secured Party is able to effect a
sale, lease, or other disposition of any Collateral, Secured Party shall have
the right  to use or operate the
Collateral, or any part thereof, to the extent that it deems appropriate for
the purpose of preserving the Collateral or its value or for any other purpose
deemed appropriate by Secured Party. 
Secured Party shall have no obligation to Borrower to take any action to
maintain or preserve the rights of Borrower as against third parties with
respect to any Collateral while such Collateral is in the possession of Secured
Party.  Secured Party may, if it so
elects, seek the appointment of a receiver or keeper to take possession of
Collateral and to enforce any of Secured Party’s remedies with respect to such
appointment without prior notice or hearing. 
Secured Party shall apply the net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale, as provided in Section
15.2(b) hereof.  Borrower shall
remain liable for any deficiency remaining unpaid after such application, and
only after so paying over such net proceeds and after the payment by Secured
Party of any other amount required by any provision of law, including, but not
limited to the UCC (but only after Secured Party has received what Secured
Party considers reasonable proof of a subordinate party’s Lien), need Secured
Party account for the surplus, if any, to Borrower.  Borrower shall remain liable for any and all costs and expenses
incurred by Secured Party, including, but not limited to, attorneys’ fees, to
collect such deficiency.  To the maximum
extent permitted by applicable law, Borrower waives all claims, damages, and
demands against Secured Party arising out of the repossession, retention or
sale of the Collateral except such as are determined in a final judgment by a
court of competent jurisdiction to have arisen solely out of the gross
negligence or willful misconduct of Secured Party.







                           (b)        All cash proceeds received by Secured
Party upon any sale of, collection of, or other realization upon, all or any
part of the Collateral shall be applied after the Senior Indebtedness has been
fully and finally satisfied in cash as follows:


First:  To the payment of all out–of–pocket
costs and expenses incurred in connection with the sale of, collection of or
other realization upon Collateral, including reasonable attorneys' fees and
disbursements;



Second:  To the payment of the Secured Obligations as
provided in the Note and in such order and in such manner consistent with
Applicable Laws as Secured Party in its reasonable discretion shall decide
(with Borrower remaining liable for any deficiency); and



Third:  To the extent of the balance (if any) of
such proceeds, to the payment to Borrower or other Person legally entitled
thereto.



                           (c)         All payments received by Borrower under
or in connection with any Collateral shall be received in trust for the benefit
of Secured Party, shall be segregated from other funds of Borrower and shall be
forthwith paid over to Secured Party in the same form as so received (with any
necessary endorsement).


             16.        Indemnity and Expenses


                           (a)         Borrower agrees to indemnify Secured
Party from and against any and all claims, losses and liabilities (including
attorneys' fees and appraisal fees) growing out of or resulting from this
Agreement (including, without limitation, enforcement of this Agreement),
expressly including such claims, losses or liabilities arising out of mere
negligence of Secured Party, except claims, losses or liabilities resulting
from Secured Party's gross negligence or willful misconduct.


                           (b)        Borrower will upon written demand pay to
Secured Party the amount of any and all reasonable expenses, including the fees
and expenses of its counsel and of any appraisers, experts and agents, which
Secured Party may incur in connection with, without limitation, (i) the administration
of this Agreement, (ii) the custody, preservation, use or operation of, or the
sale of, collection from, or other realization upon, any of the Collateral,
(iii) the exercise or enforcement of any of the rights of Secured Party
hereunder or (iv) the failure by Borrower to perform or observe any of the
provisions hereof.  Any payments so made
shall be a part of the Secured Obligations, shall be payable upon written
demand, and shall bear interest at the interest rate set forth in the Note.


             17.        Further Approvals Required.  In connection with the exercise by Secured
Party of its rights hereunder that effects the disposition of or use of any
Collateral, it may be necessary to obtain the prior consent or approval of
Governmental Authorities and other Persons to a transfer or assignment of
Collateral.  Borrower hereby agrees to
execute, deliver and file, and hereby appoints (to the extent permitted under
applicable law) the Secured Party as its attorney upon the occurrence and
during the continuation of a Default or Event of Default, to execute, deliver
and file on Borrower’s behalf and in Borrower ‘s name, all applications,
certificates, filings, instruments and other documents (including without
limitation any application for an assignment or transfer of control or
ownership) that may be necessary or appropriate, in the Secured Party's
opinion, to obtain such consents or approvals. 
Borrower further agrees to use its best efforts to obtain such consents
or approvals upon and after the occurrence of a Default or Event of Default
that is continuing.  Borrower
acknowledges that there is no adequate remedy at law for failure by it to
comply with the provisions of this section and that such failure would not be
adequately compensable in damages, and therefore agrees that this section may
be specifically enforced.


             18.        Cumulative Rights.  All rights of Secured Party are cumulative
of each other and of every other right, which Secured Party may otherwise have,
at Applicable Law or in equity or under any other contract or other writing for
the enforcement of the security interest herein or the collection of the
Secured Obligations.  The exercise of
one or more rights shall not prejudice or impair the concurrent or subsequent
exercise of other rights.


             19.        Modifications; Amendments; Etc.  No amendment or waiver of any provision of
this Agreement, and no consent to any departure by Borrower herefrom, shall in
any event be effective unless the same shall be in writing and signed by
Secured Party, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.


             20.        Continuing Security Interest.  This Agreement shall create a continuing
security interest in the Collateral and shall (a) remain in full force and effect
until the final payment in full of the Secured Obligations and all amounts
payable under this Agreement, (b) be binding upon Borrower, its successors and
assigns, and (c) bind, inure to the benefit of, and be enforceable by Secured
Party and its successors, transferees and assigns.  Upon any such termination, Secured Party will, at Borrower’s
expense, execute and deliver to Borrower such documents as such Borrower shall
reasonably request to evidence such termination.


             21.        GOVERNING LAW; WAIVER OF JURY TRIAL.


                           (a)         THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE
IN DALLAS, TEXAS, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA, EXCEPT TO THE
EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR
REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE
LAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS.  WITHOUT EXCLUDING ANY OTHER JURISDICTION AND NOT AS A LIMITATION
OF SECTION 21, BORROWER AGREES THAT THE STATE AND FEDERAL COURTS OF
TEXAS LOCATED IN DALLAS COUNTY, WILL HAVE JURISDICTION OVER PROCEEDINGS IN
CONNECTION HEREWITH.  TO THE MAXIMUM
EXTENT PERMITTED BY LAW, BORROWER AND SECURED PARTY HEREBY WAIVE ANY RIGHT THAT
EITHER MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE (WHETHER A CLAIM IN TORT,
CONTRACT, EQUITY, OR OTHERWISE) ARISING UNDER OR RELATING TO THIS AGREEMENT OR
THE NOTE, OR ANY RELATED MATTERS, AND AGREE THAT ANY SUCH DISPUTE SHALL BE
TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.


                           (b)         BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY LEGAL
PROCESS UPON IT.  BORROWER AGREES THAT
SERVICE OF PROCESS MAY BE MADE UPON IT BY REGISTERED MAIL (RETURN RECEIPT
REQUESTED) DIRECTED TO BORROWER AT ITS ADDRESS DESIGNATED FOR NOTICE UNDER THIS
AGREEMENT AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTER
DEPOSIT IN THE UNITED STATES MAIL. 
NOTHING IN THIS SECTION 21 SHALL AFFECT THE RIGHT OF SECURED
PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


             22.        Secured Party's Right to Use Agents.  Secured Party may exercise its rights under
this Agreement through an agent or other designee.


             23.        No Interference, Compensation or
Expense. Secured Party may exercise its rights under this Agreement (a)
without resistance or interference by Borrower except to the extent Borrower
has  valid defenses and (b) without
payment of any rent, license fee or compensation of any kind to Borrower.


             24.        Waiver.  Should any part of the Secured Obligations be payable in
installments, the acceptance by Secured Party at any time and from time to time
of partial payment of the aggregate amount of all installments then matured
shall not be deemed as a waiver of any Default or Event of Default then
existing.  No waiver of any Default or
Event of Default shall be deemed to be a waiver of any other subsequent Default
or Event of Default, nor shall any such waiver be deemed to be a continuing
waiver.  No delay or omission by Secured
Party in exercising any right hereunder, under the Note or under any other
Document, shall impair any such right or be construed as a waiver thereof or
any acquiescence therein, nor shall any single or partial exercise of any such
right preclude other or further exercise thereof, or the exercise of any other
right of Secured Party hereunder or under such other agreements.







             25.        Waivers by Borrower.  Borrower waives notice of the creation,
advance, increase, existence, extension, or renewal of, or of any indulgence
with respect to, the Secured Obligations; waives presentment, demand, notice of
dishonor, and protest; and waives notice of the amount of the Secured
Obligations outstanding at any time. 
Borrower waives (a) any claim that, as to any part of the Collateral, a
public sale, should Secured Party elect so to proceed, is, in and of itself,
not a commercially reasonable method of sale for such Collateral, (b) except as
otherwise provided in this Agreement, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR
JUDICIAL HEARING IN CONNECTION WITH SECURED PARTY'S DISPOSITION OF ANY OF THE
COLLATERAL INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT
REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT BORROWER WOULD OTHERWISE HAVE UNDER
THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND ALL OTHER
REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR OTHER REQUIREMENTS WITH
RESPECT TO THE ENFORCEMENT OF SECURED PARTY’S RIGHTS HEREUNDER and
(c) all rights of redemption, appraisal or valuation.  To the maximum extent permitted by Applicable Law, Borrower
waives all claims, damages, and demands against Secured Party, its Affiliates,
agents, and the officers and employees of any of them arising out of the
repossession, retention, or sale of any Collateral except such as are
determined in a final judgment by a court of competent jurisdiction to have
arisen solely out of the gross negligence or willful misconduct of any such
Person.  Borrower agrees that five days'
prior notice by Secured Party to Borrower of the time and place of any public
sale or of the time after which a private sale may take place is reasonable
notification of such matters.


             26.        Other Parties and Other Collateral.  No renewal, increase, or extension of or any
other indulgence with respect to, the Secured Obligations or any part thereof,
no release, exchange, or taking of any security, no release of any Person
(including any Subsidiary, maker, endorser, guarantor, or surety) liable on the
Secured Obligations, no delay in enforcement of payment, no delay or omission
or lack of diligence or care in exercising any right or power with respect to
the Secured Obligations or any security therefor or guaranty thereof or under
this Agreement, and no other circumstance or event which might constitute a
defense available to or discharge of Borrower, any Subsidiary or any other
Person, shall in any manner impair or affect the rights of Secured Party
hereunder, under the Note, at law, or in equity.  Neither Secured Party nor any Secured Party need file suit or
assert a claim for personal judgment against any Person for any part of the
Secured Obligations or seek to realize upon any other security for the Secured
Obligations, before foreclosing upon the Collateral for the purpose of paying
the Secured Obligations.  Borrower
waives any right  to the benefit of or
to require or control application of any other security or proceeds thereof,
and agrees that neither Secured Party nor any Secured Party shall have any duty
or obligation to Borrower to apply any such other security or proceeds thereof
to the Secured Obligations.  Borrower
hereby waives all rights by which it might be entitled to require suit on an
accrued right of action in respect of any of the Secured Obligations or require
suit against Borrower, any Subsidiary or others.


             27.        Notices and Deliveries.


                           (a)         Manner of Delivery.  All notices, communications and materials to
be given or delivered pursuant to this Agreement shall be given or delivered in
writing.  All written notices,
communications and materials shall be sent by registered or certified mail,
postage prepaid, return receipt requested, by facsimile transmission, by
overnight delivery, express mail or delivered by hand.  In the event of a discrepancy between any
telephonic notice and any written confirmation thereof, such written confirmation
shall be deemed the effective notice except to the extent Secured Party has
acted in reliance on such telephonic notice.


                           (b)        Addresses.  All notices, communications and materials to be given or
delivered pursuant to this Agreement shall be given or delivered at the
following respective addresses and facsimile telephone numbers as provided
hereinbelow:


If to
Borrower:



VISEON,
INC.

Attention:
President

8700 N. Stemmons Freeway, Suite 310

Dallas, Texas  75247



If to
Secured Party:



DIGITAL
INVESTORS, L.L.C.

Attention:
Albert B. Greco, Jr.

16901 N. Dallas Parkway, Suite 230

Addison, Texas  75001



             Any party may be given notice in
accordance with this Section at such other address or, facsimile number or to
the attention of such other individual as the party to which such information
pertains may hereafter specify for the purpose in a notice to the other
specifically captioned “Notice of Change of Address”.


                           (c)         Effectiveness.  Each notice, communication and any material to be given or
delivered to Secured Party or Borrower pursuant to this Agreement shall be
effective or deemed delivered or furnished (i) if sent by mail, on the fifth
day after such notice, communication or material is deposited in the mail,
addressed as above provided, (ii) if sent by facsimile, when such notice,
communication or material is transmitted to the appropriate number determined
as above provided in this section and the appropriate receipt is received or
otherwise acknowledged, (iii) if sent by hand delivery or overnight courier,
when left at the address of the addressee addressed as above provided, and (iv)
if given by telephone, when communicated to the to whose attention notices,
communications and materials are to be given or delivered except that notices
of a change of address, facsimile or telephone number or individual or
department to whose attention notices, communications and materials are to be
given or delivered shall not be effective until received.


             28.        Parties Bound.  This Agreement shall be binding on Borrower and
its successors, assigns, and other legal representatives, and shall bind and
inure to the benefit of Secured Party, and its successors and assigns; provided,
however, that Borrower may not assign its rights or obligations
hereunder without the prior written consent of Secured Party.  The rights, powers, and interests held by
Secured Party hereunder may be transferred or assigned, in whole or in part.


             29.        Definitions.  Unless the context indicates otherwise or
the terms are otherwise defined herein, definitions in the Uniform Commercial
Code apply to words and phrases in this Agreement.  “Borrower” includes, without limitation, such Person, such
Person's heirs, successors and assigns, such Person as a debtor–in–possession,
and any receiver, trustee, liquidator, conservator, custodian, or similar party
appointed for such Person or all or substantially all of its assets under any
Applicable Law.


             30.        Severability.  If any provision of this Agreement is held
to be illegal, invalid, or unenforceable under present or future Applicable
Laws during the term thereof, such provision shall be fully severable, this
Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part thereof, and the remaining provisions
thereof shall remain in full force and effect and shall not be affected by the
illegal, invalid, or unenforceable provision or by its severance
therefrom.  Furthermore, in lieu of such
illegal, invalid, or unenforceable provision there shall be added automatically
as a part of this Agreement a legal, valid, and enforceable provision as
similar in terms to the illegal, invalid, or unenforceable provision as may be
possible.


             31.        Control.  Notwithstanding anything herein to the
contrary, this Agreement and the transactions contemplated hereby do not and
shall not constitute, create, or have the effect of constituting or creating,
directly or indirectly, actual or practical ownership by Secured Party of
Borrower or any issuer of the Collateral, or control, affirmative or negative,
direct or indirect, by Secured Party over the management or any aspect of the
day–to–day operation of Borrower or any such issuer, which control
remains in Borrower, each such issuer, and their respective boards of
directors, partners and officers (as appropriate); provided, however,
that if Secured Party becomes the owner of any partnership interest, or other
equity or ownership interest in any entity whether through foreclosure or
otherwise, it shall be entitled to exercise such legal rights as it may have by
being an owner of such partnership interest or other equity or ownership
interest.


             32.        Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed
an original, but all such counterparts together shall constitute but one and
the same instrument.







             33.        ENTIRE AGREEMENT.  THIS WRITTEN AGREEMENT, TOGETHER WITH THE NOTE, REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


             34.        Subordination Agreement.  To the extent that the terms and provisions
of this Security Agreement are inconsistent with the terms and provisions set
forth in the Subordination Agreement, the terms and provisions of the
Subordination Agreement shall govern.


             35.        Reinstatement.  The provisions of this Agreement  shall
remain in full force and effect and continue to be effective even if:  (a) any petition is filed by or against
Borrower or any of Borrower’s Subsidiaries for liquidation or reorganization;
(b) Borrower or any of Borrower’s Subsidiaries becomes insolvent or makes an
assignment for the benefit of creditors; (c) a receiver or trustee is appointed
for all or any significant part of the assets of Borrower or any of Borrower’s
Subsidiaries; or (d) at any time payment and performance of the Secured  Obligations, or any part thereof, is,
pursuant to Applicable Law, rescinded or reduced in amount or must otherwise be
restored or returned by any obligee of the Secured Obligations, whether as a
“voidable preference,” “fraudulent transfer,” or otherwise, all as though such
payment or performance had not been made. 
In the event that any payment or any part thereof is rescinded, reduced,
restored, or returned, the Secured Obligations and Secured Party's Liens in the
Collateral shall be reinstated and deemed reduced only by any amount paid and
not so rescinded, reduced, restored, or returned.


             36.        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.


             37.        Exhibits
and Schedules.  Any Exhibits and
Schedules attached hereto are a part this Agreement as fully as if set forth
herein.  All references herein to
Sections, subsections, clauses, Exhibits, and Schedules shall be deemed
references to such parts of this Agreement, unless the context shall otherwise
require.  A reference to an article,
section or exhibit will mean an article or section in, or an exhibit to, 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.”


             38.        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, costs, and necessary disbursements in addition to any other relief to
which it may be entitled.


             39.        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.  The Parties warrant and
represent that they have consulted with their attorney of choice concerning the
execution, the meaning and the import of this Agreement, or voluntarily chose
not to do so, and each has read this Agreement and fully understands the terms
hereof as signified by their signatures below, and are executing the same of
their own free will for the purposes and consideration herein expressed.  The Parties warrant and represent that they
have had sufficient time to consider whether to enter into this Agreement and
that they are relying solely on their own judgment and the advice of their own
counsel, if any, in deciding to execute this Agreement.  The Parties warrant and represent that they
have read this Agreement in its entirety and have consulted with their
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.


             40.        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.


             41.        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.


             42.        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.


             43.        Further
Assurances.  At any time and from
time to time after the date hereof, at the request of either Party, and without
further consideration, Borrower and Secured 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 either Party in exercising all rights with respect
thereto, and carrying out the business, duties, and obligations created by this
Agreement.


             44.        Partial
Invalidity.  Each part of this
Agreement is intended to be several.  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.


             45.        Corporate
Authority.  Borrower and Secured
Party represent and warrant to each other that each has previously taken the
necessary corporate action authorizing the execution of this Agreement by their
officer recited below.


 


             IN
WITNESS WHEREOF, Borrower and Secured Party have caused this Agreement to be
duly executed and delivered as of the date first above written.


 


 




	BORROWER:	 
	 	 
	VISEON,
  INC.,	 
	 	a
  Nevada corporation
	 	 
	 	 
	

	 
	By:	John
  Harris
	Its;	President
  and Chief Executive Officer
	 	 
	 	 
	SECURED
  PARTY:	 
	 	 
	DIGITAL
  INVESTORS L.L.C.	 
	 	a
  Nevada Limited Liability Company
	 	 
	 	 
	

	 
	By:	Albert
  B. Greco, Jr
	Its:	Manager
					






 


Schedule
1


Permitted
Liens


 


*[To
be provided by Borrower]*


 




	THE REMAINDER OF THIS
  PAGE IS INTENTIONALLY LEFT BLANK.






 





 


Schedule
2


Locations
of Equipment and Inventory


 


*[To
be provided by Borrower]*


 




	THE REMAINDER OF THIS
  PAGE IS INTENTIONALLY LEFT BLANK.






 





 


Schedule
3


Trade
Names


 


*[To
be provided by Borrower]*


 




	THE REMAINDER OF THIS
  PAGE IS INTENTIONALLY LEFT BLANK.






 





 


Schedule
4


Bank
Accounts, Instruments and Chattel Paper


 




	Bank	Account
  #	Type
	

	

	


	 	 	 
	[Complete
  name,	 	 
	 Delivery address	 	 
	 ABA No. and Account	 	 
	 office and phone no.]	 	 






 


*[To
be provided by Borrower]*


 




	THE REMAINDER OF THIS
  PAGE IS INTENTIONALLY LEFT BLANK.






 





 


Schedule
5


Accounts


 




	Account
  Debtor	Terms	Outstanding
  Balance
	

	

	


	 	 	 
	[Complete
  name,	 	 
	 address and phone no.]	 	 






 


*[To
be provided by Borrower]*


 




	THE REMAINDER OF THIS
  PAGE IS INTENTIONALLY LEFT BLANK.