Prepared by MerrillDirect





THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION
AGREEMENT BY DIGITAL INVESTORS, L.L.C. IN FAVOR OF WELLS FARGO BUSINESS CREDIT,
INC. DATED AS OF OCTOBER 2, 2001.


 


PROMISSORY NOTE




	$800,000	LAS VEGAS, NEVADA	October 2, 2001



 


             FOR
VALUE RECEIVED, VISEON, INC., a Nevada corporation("Maker"), with
its principal place of business at 8700 N. Stemmons Freeway, Suite 310, Dallas,
Texas 75247 hereby promises to pay to the order of DIGITAL INVESTORS, L.L.C., a
Nevada limited liability companyor its designee ("Payee") at Las
Vegas, Clark County, Nevada or at such other place in the State of Nevada as
any Holder of this Note may designate in writing, the sum of EIGHT
HUNDRED THOUSAND DOLLARS ($800,000), with interest
from the date hereof on the Principal Amount from time to time remaining unpaid
at the rate of twelve percent (12%) per annum. 
Interest on this Note shall be calculated based upon a year of 365
days.  All payments of principal and
interest shall be made in lawful money of the United States of America


             This Note is
due and payable as follows:  Interest Only
shall be due and payable quarterly in arrears. 
The first such payment of interest only is due and payable on the 2nd
day of January 2002, with a like payment of interest only being due and payable
on the 2nd day of each succeeding third month.  On October 1, 2002, all Principal and all
accrued but unpaid interest shall be due and payable in full.  All payments hereunder shall be applied
first to the payment of interest and then to the outstanding Principal Amount.


             Notwithstanding any other provisions
of this Note, in no event shall the amount of interest payable hereon exceed
the maximum amount of interest permitted to be charged or payable hereon by
applicable law.


             Payments.  All payments hereunder shall be
made on or before the due date and shall be delivered to Payee at 16901 Dallas
Parkway, Suite 230, Addison, Texas 75001, or at any such other address as payee
may designate in writing.


             Special
Provisions.  At all times
while any amounts remain outstanding under this Note, Payee shall have the
right to appoint three (3) members to the Board of Directors of Maker.


             Event of
Default.  In case an Event of
Default (as defined below) shall occur and shall be continuing, the Principal
Amount due and payable as of or prior to the date of the occurrence of such
Event of Default but not yet paid shall become (along with all accrued but
unpaid interest) immediately due and payable. 
For purposes of this Note any Event of Default shall have occurred if:


(i)          Maker shall fail to make any payment
pursuant hereto on or before the date when due;



(ii)         Maker fails to perform promptly at the
time and strictly in the manner provided in this Note or the Security
Agreement, and such failure shall continue for a period of five (5) calendar
days after notice;



(iii)        Maker shall (a) execute an assignment
for the benefit of creditors, (b) admit in writing its inability to pay its
debts generally as they become due, (c) voluntarily seek the benefits of any
Debtor Relief Law which could suspend or otherwise effect Payee’s rights
hereunder, or (d) take any corporate action to authorize any of the forgoing;
and



(iv)       The net worth of the Maker (as determined
by its auditors) is less than $ 10,000.



             Acceleration.  If default is made in the payment of any
installment of interest due under this Note, the entire principal balance owing
hereon shall at once become due and payable, at the option of the Payee(s)
without written notice of acceleration to the Maker, which Maker hereby
specifically waives.  Failure to
exercise this option shall not constitute a waiver of the right to exercise the
same in the event of any subsequent default. 
Payee may declare immediately due the entire indebtedness, including the
unpaid principal balance on this Note, all accrued unpaid interest and all
other amounts, costs and expenses for which Maker is responsible under this
Note or pertaining to this Note.


             Waivers.  Maker and any other person who
signs, makes, guarantees or endorses this Note, to the extent allowed by law,
waive presentment, demand for payment, protest, notice of dishonor, notice of
intent to accelerate the maturity of this Note, notice of acceleration of the
maturity of this Note, diligence in collecting, grace, notice and protest and
agree to one or more extensions for any period or periods of time and partial
payments before or after maturity without prejudice to theholder.  Upon any change in the terms of this Note,
and unless otherwise expressly stated in writing, no party who signs this Note,
whether as Maker, guarantor, accommodation to Maker or endorser, shall be
released from liability.  All such
parties agree that Payee may renew, extend (repeatedly and for any length of
time) or modify this loan, or release any party or guarantor or collateral; or
impair, fail to realize upon or perfect Payee's security interest in the
collateral without the consent of or notice to anyone.


             Usury.  All agreements between the undersigned and
the holder hereof, whether now existing or hereafter arising and whether
written or oral are hereby limited so that in no contingency, whether by reason
of demand for payment or acceleration of the maturity hereof or otherwise,
shall the interest contracted for, charged or received by the holder hereof exceed
the maximum amount permissible under applicable law.  In particular, this section means (among other things) that Maker
does not agree or intend to pay, and Payee does not agree or intend to contract
for, charge, collect, take, reserve or receive (collectively referred to herein
as "Charge or Collect"), any amount in the nature of interest or in
the nature of a fee for this loan, which would in any way or event (including
demand, prepayment, or acceleration) cause Payee to charge or collect more for
this loan that the maximum Payee would be permitted to charge or collect by
Federal law or the laws of the State of Nevada (as applicable).  Any such excess interest or unauthorized fee
shall, instead of anything stated to the contrary, be applied first to reduce
the principal balance of this loan, and when the principal has been paid in
full, be refunded to Maker.  The right
to accelerate maturity of sums due under this Note does not include the right
to accelerate any interest that has not otherwise accrued on the date of such
acceleration, and Payee does not intend to charge or collect any unearned
interest in the event of acceleration. 
All sums paid or agreed to be paid to Payee for the use, forbearance or
detention of sums due hereunder shall, to the extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the full term of
the loan evidenced by this Note until payment in full so that the rate or
amount of interest charged to the account of the loan evidenced hereby does not
exceed the applicable usury ceiling. 
Payee may delay or forgo enforcing any of its rights or remedies under
this Note without losing them.  If for
any circumstances whatsoever, interest would otherwise be payable to the holder
hereof in excess of the maximum lawful amount the interest payable to the
holder hereof shall be reduced to the amount permitted under applicable law;
and if for any circumstances, the holder hereof shall ever receive anything of
value deemed interest by applicable law in excess of the maximum lawful amount,
an amount equal to any excessive interest shall be applied to the reduction of
the principal hereof and such excess shall be refunded to Maker.  This Section shall control all agreements
between Maker and the holder hereof.


             Collateral.  The indebtedness evidenced by this Promissory
Note shall be secured pursuant to that certain Security Agreement of even date
herewith, executed by Maker in favor of Payee.


             Captions.  The headings are included herein
for ease of reference only and shall not be considered in the construction or
interpretation of the terms and provisions of this date.


             Attorneys'
Fees.  If this Note is placed
in the hands of an attorney for collection or if all or any part of the
indebtedness represented hereby is proved established or collected in any court
or in any bankruptcy receivership, debtor relief, probate or other court
proceedings, the Maker agrees to pay reasonable attorney's fees and collection
costs to the Payee(s) hereof in addition to the principal and interest payable
hereunder.


             Severability.  The inclusion of specific default
provisions or rights of Payee shall not preclude Payee's rights to declare
payment of this Note on its terms pursuant to common law of any applicable
statute. If any part of this Note cannot be enforced, this fact will not affect
the remainder of the Note that is enforceable.


             This Note may be prepaid in whole or
in part without premium or penalty.


             THIS NOTE
HAS BEEN DELIVERED TO AND ACCEPTED BY LENDER IN CLARK COUNTY, NEVADA AND SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEVADA.  ANY LEGAL PROCEEDINGS
INSTITUTED UNDER THIS NOTE SHALL BE BROUGHT IN CLARK COUNTY, NEVADA.


             IN WITNESS
WHEREOF, VISEON, INC. has caused this Note to
be dated October 2, 2001, and to be executed on its behalf by its officer
thereunto duly authorized.


	 	 
	MAKER:	 
	 	 
	VISEON,
  INC.	 
	 	 
	 	 
	 	 
	 	 
	


	By:	John
  Harris
	Its:	President