exv4w11



 





Exhibit 4.11




Promissory Note



      



					
	$250,000
	 	LAS VEGAS, NEVADA
	 	August 9, 2005






     FOR VALUE RECEIVED, the undersigned, Viseon, Inc. f/k/a RSI Systems, Inc. a Nevada corporation
(the “Company”), with its registered office in the state of Nevada located at 2620 South Maryland
Parkway, Suite 309, Las Vegas, Nevada 89109 hereby promises to pay to the order of W. RUSSELL BYERS
or permitted assigns (the “Payee”), at 170 Skimhampton Road Amagansett; New York 11930, or at any
such other place as any Holder of this Note may designate in writing, the principal amount of TWO
HUNDRED FIFTY THOUSAND DOLLARS ($250,000), (the “Principal Amount”), with interest from the date
hereof on the Principal Amount from time to time remaining unpaid at the rate of eight percent (8%)
per annum. Interest on this Note shall be calculated based upon a year of 360 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: All Principal and all accrued but unpaid interest
shall be due and payable in full on the second day following the date on which the Company receives
proceeds from the first Funding pursuant to the Private Offering (as those terms are defined in the
Loan Agreement). To the extent not previously paid, on October 8, 2005, 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 the address indicated hereinabove, or at any such other address as any payee
may designate in writing.



     Optional Prepayments. The Borrower may voluntarily prepay the principal balance of this Note,
in whole or in part, without premium or penalty. Any prepayment of this Note shall also include
all accrued and unpaid interest on



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the then-outstanding principal balance of this Note through the date of prepayment.




      



      



     Waivers. The Company and any other person who signs, makes, guarantees or endorses this Note,
to the extent allowed by law, hereby waives presentment, demand for payment, protest, notice of
dishonor, notice of acceleration of the maturity of this Note, diligence in collecting, grace,
notice and protest and agrees to one or more extensions for any period or periods of time and
partial payments before or after maturity without prejudice to the Holder. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note,
whether as the Company, a guarantor, accommodation party for the Company 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 any of the collateral without
the consent of or notice to anyone.



     Event of Default. In case an Event of Default (as defined below) shall occur, 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 an Event of Default shall have occurred if:




     (i) The Company shall fail to make any payment pursuant hereto when due and such
failure shall continue for a period of five (5) calendar days after notice;




     (ii) The Company shall fail to perform any non-monetary obligation pursuant under this
Note promptly, at the time, and strictly in the manner provided in this Note, and such
failure shall continue for a period of five (5) calendar days after notice;




     (iii) The Company 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;



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     (iv) A case or proceeding shall have been commenced involuntarily against the Company
in a court having competent jurisdiction seeking a decree or order (a) under the Bankruptcy
Code or any other applicable federal, state, or foreign bankruptcy or other similar law; (b)
for the appointment of a custodian, receiver, liquidator, assignee, trustee, or sequestrator
(or similar official) of the Company or a substantial part of its assets or (c) the
reorganization or winding up or liquidation of the affairs of the Company, and such case or
proceeding shall remain undismissed or unstayed for 90 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.



     Acceleration. If default is made in the payment of any amount 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 Company. 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 the
Company is responsible under this Note or pertaining to the indebtedness represented hereby.



     Special Provisions — Warrants: In partial consideration of this Note and in addition to all
interest and other fees, the Company hereby agrees to provide the Payee with five-year warrants to
purchase, from the Borrower, Two Hundred Fifty Thousand (250,000) shares of it’s common stock, at
$1.26 per share. Concurrent with the execution hereof and in partial consideration of the
advancement of funds hereunder the Borrower shall issue and deliver to Lender warrants to purchase,
at the exercise price of One Dollar and Twenty-Six Cents ($1.26) per share, Two Hundred Fifty
Thousand (250,000) shares of duly authorized, validly issued, fully paid and nonassessable Common
Stock of the Borrower, par value $0.01 per share (the “Lender Warrant”). The Warrants shall expire
not less than five years from the date hereof, be exercisable on not less than ninety days notice
to the Company and include terms and provisions similar to other warrants issued by the Company in
similar private placement investments. The Warrants shall be deemed fully earned on the date
hereof, shall be in addition to all interest and other fees and shall be non-refundable.



     Attorneys’ Fees. If this Note is placed in the hands of an attorney for collection after
default, or if all or any part of the indebtedness represented hereby is proved, established or
collected in any court or in any bankruptcy receivership,



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debtor relief, probate or other court proceedings, the Company agrees to pay reasonable attorney’s
fees and collection costs to the Payee(s) hereof in addition to the principal and interest payable
hereunder. The Company also will pay Payee all other amounts actually incurred by Payee as court
costs, lawful fees for filing, recording, or releasing to any public office any instrument securing
this loan; the reasonable cost actually expended for repossessing, storing, preparing for sale, and
selling any security; and fees for noting a lien on or transferring a certificate of title to any
titled collateral offered as security for this loan.




     Severability. If any part of this Note cannot be enforced, this fact will not affect the rest
of the Note.



     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 the
Company 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 the Company. 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



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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 the Company. This Section shall control all agreements
between the Company and the holder hereof.




     Collateral. The indebtedness evidenced by this Promissory Note is unsecured.



     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.



     Assignment. The indebtedness evidenced by this Promissory Note shall be binding upon and
inure to the benefit of the parties hereto, their successors and assigns.



     Governing Law. 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 August 9, 2005, and to be
executed on its behalf, by its officer thereunto duly authorized.



	 	 	 
	VISEON, INC.

	 	 

	 
	 	 
	 
	 	 
	/s/ JOHN HARRIS
	 	
	 


	 	
	By: JOHN HARRIS
	 	 
	Its: President
	 	 






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