exv4w15



 





Exhibit 4.15




___________________________________________




WARRANT PURCHASE AGREEMENT




__________________________________________




By and Between



VISEON, INC.



(Formerly RSI Systems, Inc.)




and




Henry S. Mellon




Dated as of July 20, 2005





 









 







TABLE OF CONTENTS




Page




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE I PURCHASE AND SALE OF WARRANT	 	 	1	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	1.1	 	 	Purchase and Sale	 	 	1	 
	 	1.2	 	 	Purchase Price	 	 	1	 
	 	1.3	 	 	The Closing	 	 	2	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE II REPRESENTATIONS AND WARRANTIES	 	 	2	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	2.1	 	 	Representations and Warranties by the Company	 	 	2	 
	 	 	 	 	(a)
	 	Organization

	 	 	2	 
	 	 	 	 	(b)
	 	Authorization; Enforcement

	 	 	2	 
	 	 	 	 	(c)
	 	Financial Statements

	 	 	2	 
	 	 	 	 	(d)
	 	Tax Returns and Audits

	 	 	3	 
	 	 	 	 	(e)
	 	Title to Properties and Encumbrances

	 	 	3	 
	 	 	 	 	(f)
	 	Compliance With Applicable Laws or Other Instruments

	 	 	3	 
	 	 	 	 	(g)
	 	Securities Laws

	 	 	3	 
	 	 	 	 	(h)
	 	Issuance of the Warrant Shares

	 	 	4	 
	 	 	 	 	(i)
	 	No Conflicts

	 	 	4	 
	 	 	 	 	(j)
	 	Litigation; Proceedings

	 	 	4	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	2.2	 	 	Representations and Warranties by the Investor	 	 	4	 
	 	 	 	 	(a)
	 	Authority

	 	 	4	 
	 	 	 	 	(b)
	 	Investment Intent

	 	 	5	 
	 	 	 	 	(c)
	 	Accredited Investor Status

	 	 	5	 
	 	 	 	 	(d)
	 	Experience of Investor

	 	 	5	 
	 	 	 	 	(e)
	 	Ability of Investor to Bear Risk of Investment

	 	 	5	 
	 	 	 	 	(f)
	 	Access to Information

	 	 	5	 
	 	 	 	 	(g)
	 	Reliance

	 	 	5	 
	 	 	 	 	(h)
	 	No Conflicts

	 	 	6	 
	 	 	 	 	(i)
	 	Consents and Approvals

	 	 	6	 
	 	 	 	 	(j)
	 	Litigation; Proceedings

	 	 	6	 
	 	 	 	 	(k)
	 	Execution and Delivery

	 	 	6	 
	 	 	 	 	(l)
	 	Rule 155 (c) Disclosures.

	 	 	6	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE III OTHER AGREEMENTS OF THE PARTIES	 	 	6	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	3.1	 	 	Transfer Restrictions	 	 	6	 
	 	3.2	 	 	Filing of Reports	 	 	7	 
	 	3.3	 	 	Books of Accounts and Reserves	 	 	8	 
	 	3.4	 	 	Corporate Existence	 	 	8	 






i









 





	 	 	 	 	 	 	 	 	 	 	 
	 	3.5	 	 	Reasonable Efforts	 	 	8	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE IV CONDITIONS PRECEDENT TO CLOSING	 	 	8	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	4.1	 	 	Conditions Precedent to the Obligation of the Investor to Purchase the Shares	 	 	8	 
	 	 	 	 	(a)
	 	Performance by the Company

	 	 	8	 
	 	 	 	 	(b)
	 	No Injunction

	 	 	8	 
	 	 	 	 	(c)
	 	Delivery of Warrant

	 	 	8	 
	 	 	 	 	(d)
	 	Representations and Warranties

	 	 	8	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	4.2	 	 	Conditions Precedent to the Company’s Obligations	 	 	9	 
	 	 	 	 	(a)
	 	Performance by the Investor

	 	 	9	 
	 	 	 	 	(b)
	 	No Injunction

	 	 	9	 
	 	 	 	 	(c)
	 	Required Approvals

	 	 	9	 
	 	 	 	 	(d)
	 	Payment of Purchase Price

	 	 	9	 
	 	 	 	 	(e)
	 	Representations and Warranties

	 	 	9	 
	 	 	 	 	(f)
	 	Purchase Permitted By Applicable Law

	 	 	9	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE V TERMINATION	 	 	9	 
	 	5.1	 	 	Termination Rights	 	 	9	 
	 	5.2	 	 	Effect of Termination	 	 	9	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE VI MISCELLANEOUS	 	 	10	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	6.1	 	 	Notices	 	 	10	 
	 	6.2	 	 	Partial Invalidity	 	 	10	 
	 	6.3	 	 	Law Governing Agreement	 	 	11	 
	 	6.4	 	 	Entire Agreement	 	 	11	 
	 	6.5	 	 	Waivers	 	 	11	 
	 	6.6	 	 	Tax Consultation	 	 	11	 
	 	6.7	 	 	Variations in Pronouns	 	 	11	 
	 	6.8	 	 	Headings	 	 	12	 
	 	6.9	 	 	Attorney’s Fees and Costs	 	 	12	 
	 	6.10	 	 	Representation by Counsel	 	 	12	 
	 	6.11	 	 	Presumption Against Scrivener	 	 	12	 
	 	6.12	 	 	Capacity	 	 	12	 
	 	6.13	 	 	Further Assurances	 	 	12	 
	 	6.14	 	 	Amendments	 	 	13	 
	 	6.15	 	 	Binding Effect and Assignment	 	 	13	 
	 	6.16	 	 	Counterparts	 	 	13	 
	 	6.17	 	 	Expenses	 	 	13	 
	 	6.18	 	 	No Third-Party Beneficiaries	 	 	13	 
	 	6.19	 	 	Authority	 	 	13	 







ii









 







WARRANT PURCHASE AGREEMENT




     THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of the
20th day of July, 2005, is made and entered into by and between VISEON, INC. f/k/a RSI
Systems, Inc., a corporation duly authorized and existing pursuant to the laws of the state of
Nevada (the “Company”) and Henry S. Mellon, an individual (the “Investor”).



W I T N E S S E T H:




     WHEREAS, the Investor has executed and delivered to the Company a subscription agreement
offering to invest in shares of Common Stock of the Company by the purchase of a warrant. This
Agreement, the Subscription Agreement, the Registration Rights Agreement and the Warrant are
sometimes hereinafter referred to as the “Investment Documents”.



     WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires
to issue and sell to the Investor and the Investor desires to acquire from the Company a warrant
that entitles the holder to purchase from the Company, for a period of five years from the date of
issuance, up to FOUR HUNDRED FIFTY THOUSAND (450,000) shares of duly authorized, validly issued,
fully paid and nonassessable Common Stock of the Company, par value $0.01 per share, (the
“Common Stock”) at the purchase price of One Dollar and Twenty-Six Cents ($1.26) per share
in the form of Exhibit “A” attached hereto and subject to the terms, conditions and adjustments set
forth therein (the “Warrant”).



     NOW, THEREFORE, for and in consideration of the purchase price as set forth herein, the
agreements herein contained and the mutual premises hereof, the receipt and sufficiency of all of
which the Parties hereby acknowledge, the Parties agree to the terms and conditions hereof as more
particularly set forth below.



ARTICLE I

PURCHASE AND SALE OF WARRANT




     1.1 Purchase and Sale.



     (a) Subject to the terms and conditions set forth herein, at the Closing (as hereinafter
defined), the Company shall issue and sell to the Investor and the Investor shall purchase from the
Company the Warrant.



     1.2 Purchase Price. The purchase price for the Warrant shall be Five Thousand Dollars
($5,000). The Warrant shall evidence the rights of the Holder to purchase and acquire from the
Company, up to FOUR HUNDRED FIFTY THOUSAND (450,000) shares (the “Warrant Quantity”) of
Common Stock (the “Warrant Shares”) at the purchase price per share of One Dollar and
Twenty-Six Cents ($1.26).



Warrant Purchase Agreement Page — 1




 









 







     1.3 The Closing.



     (a) The closing of the purchase and sale of the Warrant pursuant to Section 1.1(a) of this
Agreement (the “Closing”) shall take place at the offices of Albert B. Greco, Jr. 16901
Dallas Parkway, Suite 230, Addison, Texas 75001, on or before the 30th day of July 2005,
(the “Closing Date”). Subject to satisfaction of the conditions contained in Section 4.2 of this
Agreement, the Company shall deliver to the Investor the Warrant registered in the name of the
Investor evidencing the rights of the Holder to purchase and acquire the Warrant Shares from the
Company, against payment of the entire purchase price therefore by wire transfer of immediately
available funds.



ARTICLE II

REPRESENTATIONS AND WARRANTIES




     2.1 Representations and Warranties by the Company. The Company hereby makes the
following representations and warranties to the Investor:



     (a) Organization. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada, and has the requisite corporate power and
authority to own its properties and to carry on its business in all material respects as it is now
being conducted. The Company is duly qualified to do business as a foreign corporation and is in
good standing in all states or jurisdictions in which the ownership or lease of its property or the
conduct of its business requires such qualification and the failure to be so qualified would have a
materially adverse effect on the Company’s business.



     (b) Authorization; Enforcement. The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by this Agreement and
otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by
the Company and the consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of the Company. This Agreement has been duly
executed by the Company and, when delivered or filed in accordance with the terms hereof, will
constitute the valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
generally the enforcement of, creditors’ rights and remedies or by other equitable principles of
general application.



     (c) Financial Statements. The financial statements included in the Company’s annual
reports on Form 10-KSB for the years ended June 30, 2003 and 2004, as amended: (a) are in
accordance with the books and records of the Company, (b) present fairly the financial condition of
the Company at the balance sheet dates and the results of its operations for the periods therein
specified, and (c) have, in all material respects, been prepared in accordance with generally
accepted accounting principles applied on a basis consistent with prior accounting periods.
Without limiting the generality of the foregoing, the balance sheet of the Company at June 30, 2004
included in the Company’s annual report on
Form 10-KSB for the year ended June 30, 2004 and the balance sheet of the Company at June 30, 2003
included in the Company’s annual report on Form 10-KSB for the year ended June 30, 2003, each
discloses all of the debts, liabilities and obligations of any nature (whether absolute, accrued or
contingent and whether



Warrant Purchase Agreement Page — 2




 









 




due or to become due) of the Company at June 30, 2003, and June 30, 2004,
respectively, which in accordance with generally accepted accounting principles would be required
to be disclosed in each such balance sheet. To the Company’s knowledge, there are no material
liabilities of the Company that are not disclosed on such balance sheets.




     (d) Tax Returns and Audits. All required federal, state and local tax returns and
appropriate extension requests of the Company have been filed, and all federal, state and local
taxes required to be paid with respect to such returns have been paid or due provision for the
payment thereof has been made. The Company is not delinquent in any material respect in the
payment of any such tax or in the payment of any assessment or governmental charge. The Company
has not received notice of any tax deficiency proposed or assessed against it, and it has not
executed any waiver of any statute of limitations on the assessment or collection of any tax.



     (e) Title to Properties and Encumbrances. The Company has good and marketable title
to all of the properties and assets that it purports to own, except for property disposed of in the
ordinary course of business since June 30, 2004, which properties and assets are not subject to any
mortgage, pledge, lease, lien, charge, security interest, encumbrance or restriction, except (a)
those which are shown and described on the June 30, 2004 balance sheet or the notes thereto, (b)
liens for taxes and assessments or other governmental charges or levies not at the time due or in
respect of which the validity thereof shall currently be contested in good faith by appropriate
proceedings, (c) statutory liens that have arisen in the ordinary course of business, or (d) those
which do not materially affect the value of or interfere with the use made of such properties and
assets.



     (f) Compliance With Applicable Laws or Other Instruments. To the best of the
Company’s knowledge, the business and operations of the Company have been and are being conducted
in all material respects in accordance with all applicable laws, rules and regulations of all
governmental authorities, except to the extent that any failure to so conduct its business would
not result in any material adverse change in the business, assets, liabilities, financial
condition, operations or prospects of the Company.



     (g) Securities Laws. Based in part upon the representations of the Investor set forth
in Section 2.2 of this Agreement, no consent, authorization, approval, permit or order of or filing
with any governmental or regulatory authority is required under current laws and regulations in
connection with the execution and delivery of this Agreement or the offer, issuance, sale or
delivery of the Warrant, other than the qualification thereof, if required, under applicable state
securities laws, which qualification has been or will be effected as a condition of these sales.
The Company has not, directly or through an agent, offered the Warrant or the Warrant Shares or any
similar securities for sale to, or solicited any offers to acquire such securities from, persons
other than the Investor and other accredited investors. Under the circumstances contemplated by
this Agreement, the offer, issuance, sale and delivery of the Warrant will not, under current laws
and regulations, require compliance with the prospectus delivery or registration requirements of
the federal Securities Act of 1933, as amended (the “Securities Act”). The Company has for the prior 12 months filed
all reports or other documentation that it is required to file by the federal Securities Exchange
Act of 1934, as amended (the “1934 Act”), any rules or regulations promulgated thereunder,
the applicable rules and regulations of the National Association of Securities Dealers
(“NASD”), and the information contained in such reports or other documents did not make any
untrue statement of a material fact or omit to state a material fact necessary in



Warrant Purchase Agreement Page — 3




 









 




order to make the
statements made, in the light of the circumstances under which they were made, not misleading, as
of the date any such report or other document was filed.




     (h) Issuance of the Warrant Shares. Upon exercise of the Warrant, in whole or in
part, the Warrant Shares, when issued in accordance with the terms hereof, shall be validly issued,
fully paid and non-assessable.



     (i) No Conflicts. The execution, delivery and performance of this Agreement by the
Company and the consummation by the Company of the transactions contemplated hereby do not and will
not (i) conflict with or violate any provision of its Articles of Incorporation or Bylaws; or (ii)
conflict with, or constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture or instrument to which the Company is a party; or
(iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which the Company or its assets is
subject, or by which any property or asset of the Company is bound or affected, except in the case
of each of clauses (ii) and (iii), such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as could not reasonably be expected to, individually or
in the aggregate, have or result in a material adverse effect on the results of operations, assets
or financial condition of the Company and its subsidiaries, taken as a whole (a “Material
Adverse Effect”).



     (j) Litigation; Proceedings. There is no action, suit, notice of violation,
proceeding or investigation pending or, to the knowledge of the Company, threatened against or
affecting the Company or any of its properties before or by any court, governmental or
administrative agency or regulatory authority (federal, state, county, local or foreign) which
could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.



     2.2 Representations and Warranties by the Investor. The Investor hereby represents
and warrants to the Company as follows:



     (a) Authority. The Investor is an individual residing in the state of Florida, and
has all requisite power and authority to enter into this Agreement and each other Investment
Document to which he is a party and to consummate the transactions contemplated hereby and
otherwise to carry out his obligations hereunder. The Investor has taken all necessary or
advisable action in furtherance of the purchase the Warrant. This Agreement has been duly executed
and delivered by the Investor. This Agreement is, and at the time of the Closing each of the other
Investment Documents to which the Investor is a party will be, a legal, valid and binding
obligation of the Investor, enforceable against the Investor in
accordance with their respective terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating
to or limiting creditors’ rights generally or by equitable principles relating to enforceability
and except as rights of indemnity or contribution may be limited by federal or state securities or
other laws or the public policy underlying such laws.



Warrant Purchase Agreement Page — 4




 









 





     (b) Investment Intent. Investor is acquiring the Warrant and will acquire the Warrant
Shares for his own account, for investment purposes only, and not with a view to or for
distributing or reselling such Warrant Shares or any part thereof or interest therein, without
prejudice, however, to Investor’s right, subject to the provisions of this Agreement, at all times
to sell or otherwise dispose of all or any part of the Warrant or the Warrant Shares pursuant to an
effective registration statement under the Securities Act and in compliance with applicable state
securities laws or under an exemption from such registration. The Investor understands that both
of the Warrant and the Warrant Shares have not been registered under the Securities Act or
registered or qualified under any state securities law in reliance upon specific exemptions
therefrom, which exemptions may depend upon, among other things, the bona fide nature of the
Investor’s investment intent as expressed herein.



     (c) Accredited Investor Status . Investor, The Investor is an “Accredited
Investor” (as such term is defined in Rule 501 of Regulation D promulgated under the Securities
Act). By reason of his business and financial experience, the Investor has such knowledge,
sophistication and experience in business and financial matters so as to be capable of evaluating
the merits and risks of the investment in the Warrant Shares, has the capacity to protect its own
interests and is able to bear the economic risk of such investment. The Investor has had an
opportunity to review the books and records of the Company and to ask questions of representatives
of the Company concerning the terms and conditions of the transactions contemplated by this
Agreement.



     (d) Experience of Investor. Investor, either alone or together with his
representatives, has such knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of the prospective investment in the
Warrant Shares, and has so evaluated the merits and risks of such investment to his satisfaction.



     (e) Ability of Investor to Bear Risk of Investment. On the date of the Closing,
Investor is able to bear the economic risk of an investment in the Warrant and/or the Warrant
Shares and is able to afford a complete loss of such investment.



     (f) Access to Information. Investor acknowledges that he has been afforded (i) the
opportunity to ask such questions as it has deemed necessary of, and to receive answers from,
representatives of the Company concerning the terms and conditions of the offering of the Warrant,
and the merits and risks of investing in the Warrant and the Warrant Shares; (ii) access to
information about the Company and the Company’s financial condition, results of operations,
business, properties, management and prospects sufficient to enable him to evaluate his investment;
and (iii) the opportunity to obtain such additional information which the Company possesses or can
acquire without unreasonable effort or expense that is necessary to make an informed investment
decision with respect to his investment.



     (g) Reliance. Investor understands and acknowledges that (i) the Warrant and upon
exercise the Warrant Shares being offered and sold to the Investor are being offered and sold
without registration under the Securities Act in a private placement that is exempt from the
registration provisions of the Securities Act under Section 4(2) of the
Securities Act or Regulation D promulgated thereunder; and (ii) the availability of such exemption
depends in part on, and the Company will rely upon the accuracy and truthfulness of, the foregoing
representations and Investor hereby consents to such reliance.



Warrant Purchase Agreement Page — 5




 









 





     (h) No Conflicts. The execution, delivery and performance of this Agreement by
Investor and the consummation by Investor of the transactions contemplated hereby do not and will
not conflict with or violate any provision of any agreement to which the Investor is a party or the
assets of the Investor are bound, or result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental authority to which
Investor is subject (including foreign, federal and state securities laws and regulations).



     (i) Consents and Approvals. Investor is not required to obtain any consent, waiver,
authorization or order of, or make any filing or registration with, any court or other foreign,
federal, state, local or other governmental authority or other person in connection with the
execution, delivery and performance by Investor of this Agreement. The execution and delivery by
the Investor of this Agreement and each of the other Investment Documents to which it is a party,
and the consummation by the Investor of the transactions contemplated hereby, do not and will not
require any Consent of any Governmental Authority



     (j) Litigation; Proceedings. There is no action, suit, notice of violation,
proceeding or investigation pending, or to the knowledge of Investor, threatened against or
affecting Investor before or by any court, governmental or administrative agency or regulatory
authority (federal, state, county, local or foreign) which would adversely affect the legality,
validity or enforceability of this Agreement in any respect or adversely impair Investor’s ability
to perform fully on a timely basis its obligations under this Agreement.



     (k) Execution and Delivery. The execution, delivery and
performance by the Investor of this Agreement and each of the other Investment Documents to which
the Investor is a party, and the consummation of the transactions contemplated hereby, do not
violate (a) any agreement to which the Investor is a party; (b) any law, statute, rule or
regulation applicable to the Investor, (c) any order, ruling, judgment or decree of any
Governmental Authority binding on the Investor or (d) any term of any material indenture, mortgage,
lease, agreement or instrument to which the Investor is a party.



ARTICLE III

OTHER AGREEMENTS OF THE PARTIES




     3.1 Transfer Restrictions.



     (a) If Investor should decide to dispose of any of the Warrant or the Warrant Shares held by
him, Investor understands and agrees that he may do so only pursuant to an effective registration
statement under the Securities Act, to the Company or pursuant to an available exemption from the
registration requirements of the Securities Act. In connection with any
transfer of the Warrant or any Warrant Shares other than pursuant to an effective registration
statement or to the Company, the Company may require the transferor thereof to provide to the
Company a written opinion of counsel experienced in the area of United States securities laws
selected by the transferor, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require registration of such
transferred Shares under the Securities Act.



Warrant Purchase Agreement Page — 6




 









 





     (b) Investor agrees to the imprinting, so long as is required by this Section 3.1(b), of the
following legend on the Warrant:




THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE CONDITIONS
SPECIFIED IN THIS WARRANT AND IN THE REGISTRATION RIGHTS AGREEMENT, DATED THE DATE
HEREOF, BY AND BETWEEN VISEON INC., AND THE HOLDERS SPECIFIED THEREIN.



     (c) Investor agrees to the imprinting, so long as is required by this Section 3.1(b), of
the following legend on the Warrant Shares:




THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.



     The Company makes no representation, warranty or agreement as to the availability of any
exemption from registration under the Securities Act with respect to any resale of any Shares.



     3.2 Filing of Reports. The Company will make timely filings of such reports as are
required to be filed by it with the Commission so that Rule 144 under the Securities Act or any
successor provision thereto will be available to the security holders of the Company who were
otherwise able to take advantage of the provisions of such Rule.



Warrant Purchase Agreement Page — 7




 









 





     3.4 Books of Accounts and Reserves. The Company will keep books of record and account
in which full, true and correct entries are made of all of its respective dealings, business and
affairs, in accordance with generally accepted accounting principles. The Company will employ
certified public accountants that are “independent” within the meaning of the accounting
regulations of the SEC.



     3.5 Corporate Existence. The Company will maintain its corporate existence in good
standing and comply with all applicable laws and regulations of the United States or of any state
or political subdivision thereof and of any government authority where failure to so comply would
have a material adverse impact on the Company or its business or operations.



     3.6 Reasonable Efforts. Each Party agrees to use with all due dispatch its
commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause
to be done, all things necessary or advisable to consummate and make effective as promptly as
practicable the transactions contemplated by this Agreement and to cooperate with the other Parties
in connection with the foregoing. Each Party further agrees not to undertake any course of action
inconsistent with the satisfaction of the conditions to Closing set forth herein, and to do all
such acts and take all such measures as may be commercially reasonable to comply, and be in
compliance, with the representations, warranties, covenants and agreements contained in this
Agreement.



ARTICLE IV

CONDITIONS PRECEDENT TO CLOSING




     4.1 Conditions Precedent to the Obligation of the Investor to Purchase the Warrant.
The obligation of the Investor hereunder to acquire and pay for the Warrant is subject to the
satisfaction or waiver by Investor, at or before the Closing of each of the following conditions:



     (a) Performance by the Company. The Company shall have performed, satisfied and
complied in all material respects with all covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company;



     (b) No Injunction. No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement;



     (c) Delivery of Warrant. The Company shall have delivered to Investor the Warrant
registered in the name of Investor;



     (d) Representations and Warranties. The representations and warranties made by the
Company contained in Section 2.1 of this
Agreement shall be true on and as of the Closing Date, with the same effect as though such
representations and warranties had been made on and as of the Closing Date.



Warrant Purchase Agreement Page — 8




 









 





     4.2 Conditions Precedent to the obligations of the Company. The obligation of the
Company to consummate the transactions contemplated hereby is subject to the satisfaction of the
conditions set forth in this Section4.2; provided, however, that any or all
of such conditions may be waived, in whole or in part, by the Company in its sole and absolute
discretion:



     (a) Performance by the Investor. The Investor shall have performed, satisfied and
complied in all material respects with all covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Investor at or prior to the Closing
Date;



     (b) No Injunction. No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement or the other Investment Documents;



     (c) Required Approvals. All Required Approvals shall have been obtained;




     (d) Payment of Purchase Price. The Investor shall have paid the entire purchase price
for the Warrant purchased.



     (e) Representations and Warranties. The representations and warranties of the Investor
in this Agreement shall be true and correct in all material respects at and as of the Closing Date
after giving effect to the transactions contemplated by this Agreement, as if made on and as of the
Closing Date, and the Investor shall have performed or satisfied all of its covenants and
agreements hereunder to be performed or satisfied on or prior to the Closing Date.



     (f) Purchase Permitted By Applicable Law. The consummation of the transactions
contemplated by this Agreement shall not be prohibited by or violate any Applicable Law and shall
not subject any party to any Tax, penalty or liability, under or pursuant to any Applicable Law,
and shall not be enjoined (temporarily or permanently) under, or prohibited by or contrary to, any
injunction, order, decree or ruling. Without limiting the generality of the foregoing, the
consummation of the transactions contemplated hereby shall otherwise comply with all applicable
requirements of federal and state securities laws.



ARTICLE V

TERMINATION




     5.1 Termination Rights. This Agreement may be terminated at any time prior to the
Closing by the mutual consent of the Company and the Investor; or



     (b) By either the Company or the Investor by a written notice to the other if the Closing has
not occurred on or prior to July 30, 2005 and the failure to complete the purchase
and sale of the Warrant as herein provided for on or before such date did not result from any
breach of this Agreement by the party seeking to terminate this Agreement.



     5.2 Effect of Termination. In the event of termination of this Agreement pursuant to
Section 5.1, this Agreement shall terminate, and have no further force or effect (except for this
Section 5.2) and the transactions contemplated hereby shall be abandoned without further action



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by the parties. Except as otherwise provided herein, any such termination shall not, however, relieve
any party of any liability for breach of any covenant or obligation under this Agreement.




ARTICLE VI

MISCELLANEOUS




     6.1 Notices. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be deemed to have been received (a) upon hand delivery
(receipt acknowledged) or facsimile (with a transmission confirmation report demonstrating receipt
prior to 5:00p.m. local time) at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the first business day
following such delivery (if delivered on a business day after during normal business hours where
such notice is to be received); or (b) on the business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be:


If to the Company:


Viseon, Inc.

Attention: President

545 E. John Carpenter Freeway, Suite 1430

Irving, Texas 75062


With copies to:


Albert B. Greco, Jr.

Law Offices of Albert B. Greco, Jr.

16901 Dallas Parkway, Suite 230

Addison, Texas 75001


If to Investor:


Henry S. Mellon

4 Driftwood Landing

Gulfstream, Florida 33483


Any party may request to be given notice in accordance with this Section by any other party at
another address or by delivery to another person designated for receipt of notices, if such party
so designates such other person or address in writing in accordance with this Section 6, paragraph
6.1.




     6.2 Partial Invalidity. Each part of this Agreement is intended to be separate. 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.



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     6.3 Law Governing Agreement. This Agreement is made and entered into and is to be at
least partially performed in Clark County, Nevada. It shall be interpreted, construed and enforced
and its construction and performance shall be governed by the laws of the State of Nevada
applicable to Agreements made and to be performed entirely within such State without regard to
principles of conflicts of laws, except to the extent that Federal law may apply.



     6.4 Entire Agreement. This Agreement constitutes the entire understanding and
Agreement of the parties hereto, and supersedes any and all prior understandings or other
Agreements, either oral or in writing, if any, among such parties with respect to the subject
matter hereof and contains all of the covenants and Agreements between the parties with respect
thereto. Each party to this Agreement acknowledges that no representations, inducements, or
Agreements, oral or otherwise, have been made by such party, or anyone acting on behalf of such
party, which are not embodied herein, and no other Agreement, statement or promise not contained in
this Agreement shall be valid or binding. The parties hereto have had an opportunity to consult
with their respective attorneys concerning the meaning and the import of this Agreement and each
has read this Agreement, as signified by their signatures below, and is executing the same for the
purposes and consideration herein expressed.



     6.5 Waivers. No provision of this Agreement may be waived or amended except
in a written instrument signed, in the case of an amendment, by both the Company and each Investor;
or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought.
No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of either party to exercise any
right hereunder in any manner impair the exercise of any such right accruing to it thereafter. No
delay on the part of any party in exercising any right, power, or privilege hereunder shall operate
as a waiver thereof. Nor shall any waiver on the part of any party of any such right, power or
privilege, nor any single or partial exercise of any such right, power or privilege, preclude any
further exercise thereof or the exercise of any other such right, power or privilege. The rights
and remedies of any party based upon, arising out of or otherwise in respect of any inaccuracy in
or breach by any other party of any representation, warranty, covenant or Agreement contained in
this Agreement shall in no way be limited by the fact that the act, omission, occurrence or other
state of facts upon which any claim of any such inaccuracy or breach is based may also be the
subject matter of any other representation, warranty, covenant or Agreement contained in this
Agreement (or in any other Agreement between the parties) as to which there is no inaccuracy or
breach.



     6.6 Tax Consultation. Each Party acknowledges
that it has had the opportunity to and has consulted with their own separate independent
accounting and tax advisors in connection with the accounting and tax treatment for the
transactions contemplated hereby and the tax ramifications thereof. Each Party shall bear all risk
in connection with the accounting and tax treatment of the transactions contemplated by this
Agreement and no Party is relying on the other Party in connection with the same.



     6.7 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.



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     6.8 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. All references herein to Sections, subsections,
and clauses, shall be deemed references to such parts of this Agreement, unless the context shall
otherwise require. A reference to an article or section will mean an article or section in 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.”



     6.9 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, but only from the offending party,
in addition to any other relief to which it may be entitled.



     6.10 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.
Each Party warrants and represents that he has consulted with his attorney of choice, or
voluntarily chose not to do so, concerning the execution, the meaning and the import of this
Agreement, and has read this Agreement and fully understands the terms hereof as signified by his
signature below, and is executing the same of his own free will for the purposes and consideration
herein expressed. Each Party warrants and represents that he has had sufficient time to consider
whether to enter into this Agreement and that he is relying solely on his own judgment and the
advice of his own counsel, if any, in deciding to execute this Agreement. Each Party warrants and
represents that he has read this Agreement in its entirety and has consulted with his 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.



     6.11 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.



     6.12 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 or other entity.



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



Warrant Purchase Agreement Page — 12




 









 





     6.14 Amendments. This Agreement may not be modified, amended, superceded, cancelled,
renewed or extended, except in writing, signed by the party or parties to be bound thereby or
signed by their respective attorneys.



     6.15 Binding Effect and Assignment. This Agreement and the terms, covenants,
conditions, provisions, obligations, undertakings, rights and benefits hereof, shall be binding
upon, and shall inure to the benefit of, the undersigned parties and their respective heirs,
executors, administrators, representatives, officers, directors, Corporation, successors, agents,
servants, employees, attorneys, and assigns. This Agreement and any rights hereunder are not
assignable by Investor.



     6.16 Counterparts. This Agreement may be executed in several counterparts by one or
more of the undersigned and all such counterparts so executed shall together be deemed and
constitute one final Agreement, as if one document had been signed by all parties hereto; and each
such counterpart shall be deemed an original, binding the parties subscribed hereto and multiple
signature pages affixed to a single copy of this Agreement shall be deemed to be a fully executed
original Agreement. Several counterparts consisting of multiple copies hereof each signed by less
than all parties, but together signed by all parties shall constitute and be deemed a fully
executed original Agreement, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile transmission, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.



     6.17 Expenses. Each party hereto shall bear its own costs and expenses, including
legal and accounting fees and expenses, incurred by them, or at their request or direction, in
connection with the transactions contemplated hereunder.



     6.18 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the
Parties hereto and their respective permitted successors and assigns and is not for the benefit of,
nor may any provision hereof be enforced by, any other person.



     6.19 Authority. Each Party represents and warrants to each other that
each has previously taken the necessary corporate or similar action authorizing the execution of
this Agreement and the undertakings to e accomplished hereunder by their officer recited below.



     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its authorized
representative and the Investor has duly executed this Agreement on and effective as of the date
hereinabove first written.






VISEON, INC.




/s/ JOHN HARRIS 





By: John Harris

Its: President







INVESTOR:




/s/ HENRY S. MELLON 




Henry S. Mellon









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