Prepared by MerrillDirect





FIRST
AMENDMENT TO STOCK PURCHASE AGREEMENT


             THIS FIRST AMENDMENT TO STOCK PURCHASE
AGREEMENT (the “Amendment”) is dated as of the 1st day of
October, 2001, and is by and between Viseon, Inc., a corporation authorized and
existing pursuant to the laws of the State of Nevada (successor in interest to
RSI Systems, Inc.) (the “Company”), and Digital Investors, L.L.C., a limited
liability company authorized and existing pursuant to the laws of the State of
Nevada (the “Investor”).


W I T
N E S S E T H:


             WHEREAS, the Company and the
Investor entered into that certain Stock Purchase Agreement dated as of the 23rd
day of February, 2001 (the “Agreement”); and


             WHEREAS, the First Closing
under the Agreement has occurred; and


             WHEREAS, the Company and the
Investor desire to amend the Agreement to shorten one of the dates applicable
to the Second Closing.


             NOW, THEREFORE, in
consideration of the mutual covenants contained in this Amendment and the
Agreement, the Company and the Investor agree as follows:


             1.          Definitions.  Capitalized terms used in this Amendment and
not otherwise defined shall have the meanings given to them in the Agreement.



             2.          Amendment of Agreement.


             A.         From and after the effective date of
this Amendment, Section 1.3(b)(i) of the Agreement is hereby amended by
deleting the reference contained therein to “ten (10) days” and replacing the
same with “three (3) days”.



             B.          From and after the effective date of
this Amendment, Section 1.1(b) is hereby amended by adding at the end of such
sentence “and ten year warrants to purchase 800,000 shares of Common Stock at
an exercise price of  $0.75 per share
(“Warrants”).”



             C.          From and after the effective date of
this Amendment, the reference to “3,100,000 Shares” in Section 1.3(b) is hereby
amended by adding thereto “and 800,000 Warrants.”



             D.         From and after the effective date of
this Amendment, Section 3.2 and Section 5.1(b) shall be deleted.



             E.          From and after the effective date of
this Amendment, Section 1.3(b)(ii) shall be amended to read in its entirety as
follows:  “The Stock Voting Agreement
attached hereto as Exhibit C shall be executed by Investor and Messrs. Craven
and Schaffer.”



             F.          From and after the effective date of
this Amendment, there shall be added to Section 4.1(f) of the Agreement the
following sentence, “provided, however, that if such registration statement
shall not have been declared effective by October 1, 2002, this condition shall
be automatically deemed waived by Investor.”



             G.          From and after the effective date of
this Amendment, there shall be added to Section 3.7 the following new final
sentence:  “In the event that the
condition to closing set forth in Section 4.1(f) is deemed automatically waived
as provided therein, the Company shall file, within thirty (30) days following
the Second Closing, a registration statement covering all Shares and shares
underlying the Warrants issued pursuant to this Agreement.”



             3.          Integration of Amendment and Agreement.  From and after the effective date above, the
Agreement and this Amendment shall be read as one agreement.  Except as set forth in this Amendment, all
other terms and conditions of the Agreement are not being modified or amended,
and shall remain in full force and effect.


             IN WITNESS WHEREOF, the
Company has caused this Agreement to be duly executed by its authorized
representative and the Investor has caused this Agreement to be executed by its
authorized representative.


 




	COMPANY:
	 
	VISEON, INC.
	 
	 
	By	 
	 	


	 	Richard Craven
	 	Its Chairman
			






 




	INVESTOR:
	 
	 
	DIGITAL INVESTORS, L.L.C.
	 	 
	By	 
	 	


	 	Louise Jones
	 	Its Manager