NEW VISUAL CORP
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<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>nv_10q-ex105.txt
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EXHIBIT 10.5

THIS NOTE AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
OR DISPOSED OF UNLESS AND UNTIL THIS NOTE AND/OR SUCH SECURITIES ARE REGISTERED
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE.

                           CONVERTIBLE PROMISSORY NOTE

$200,000                                                           April 5, 2002

         FOR VALUE RECEIVED, the undersigned, NEW VISUAL CORPORATION, a Utah
corporation ("MAKER"), promises to pay to the order of D W Construction, Inc.
("PAYEE") the principal sum of Two Hundred Thousand Dollars ($200,000) (the
"PRINCIPAL"), plus an amount equal to 50% of the principal sum (the "NOTE
OBLIGATION"). All amounts due under this Note shall be payable if and at such
time as the condition to payment set forth in Paragraph 1 shall have been met.
All payments on this Note shall be due and payable in lawful money of the United
States of America at 1971 Kent Street, Chula Vista, CA 91913 (or such other
place as Payee may from time to time designate).

         1. PAYMENTS. The Principal and the Note Obligation shall become due and
payable only if and at such time as Maker shall have received gross revenues in
the amount of at least Two Million Two Hundred Fifty Thousand United States
Dollars (US$2,250,000) from the distribution of that certain motion picture that
is currently being filmed and produced by the Maker under the current working
title "Liquid."

         2. EVENTS OF DEFAULT AND REMEDIES. In the event Maker fails to pay the
amount due under this Note within ten Business Days (as hereafter defined) after
the condition to payment, as set forth in Paragraph 1, has been met, the holder
of this Note may (i) offset against this Note any sum or sums owed by the holder
hereof to Maker, or (ii) proceed to protect and enforce his rights either by
suit in equity and/or by action at law, or by other appropriate proceedings,
whether for the specific performance of any covenant or agreement contained in
this Note or to enforce any other legal or equitable right of the holder of this
Note. As used herein, a "BUSINESS DAY" is any day other than a Saturday, Sunday
or a legal holiday for financial institutions in San Diego, California.

         3. VOLUNTARY PREPAYMENTS. The Principal and Note Obligation on this
Note may be voluntarily prepaid in whole or in part at any time prior to
conversion of this Note by the holder hereof in accordance with Section 4
hereof. At any time prior to payment of the Principal and Note Obligation on
this Note, the holder hereof shall have the option of exercising its Optional
Conversion rights under Section 4.

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         4. CONVERSION.

                  (a) CONVERSION OPTION. This Note shall be convertible at the
option of Payee or other holder hereof (the "OPTIONAL CONVERSION"), at any time,
in whole or in part, in lieu of and in satisfaction of the unpaid Principal and
unpaid Note Obligation hereunder. This Note shall be convertible into that
number of fully paid and nonassessable shares of Common Stock (as defined in
Section 5) as is equal to the quotient of the unpaid Principal plus the unpaid
Note Obligation divided by the applicable Conversion Price (as defined in
Section 5) in effect from time to time. Upon any Optional Conversion, the
outstanding Principal and unpaid Note Obligation due under this Note shall be
reduced in full by an amount equal to the number of shares of Common Stock
issued upon such conversion multiplied by the applicable Conversion Price.

                  (b) CONVERSION PROCEDURES. If Payee desires to convert this
Note into Common Stock, it shall surrender this Note to Maker at its principal
executive offices, accompanied by proper instruments of transfer to Maker or in
blank, accompanied by irrevocable written notice to Maker that Payee elects so
to convert this Note and the name or names (with address) in which a certificate
or certificates for Common Stock are to be issued. Maker shall, as soon as
practicable after such written notice and compliance with any other conditions
herein contained, deliver at such office to Payee, certificates for the number
of full shares of Common Stock to which it shall be entitled. Such conversion
shall be deemed to have been made as of the date of such surrender of this Note,
and the person or persons entitled to receive Common Stock or other securities
deliverable upon conversion shall be treated for all purposes as the record
holder or holders thereof on such date.

                  (c) CERTAIN ADJUSTMENTS. The applicable Conversion Price and
the number of securities issuable upon conversion of this Note shall be subject
to adjustment from time to time as follows:

                           (i) In case Maker shall at any time after the date
         hereof (1) pay a dividend or make a distribution on its capital stock
         that is paid or made in shares of stock of Maker, (2) subdivide its
         outstanding shares of Common Stock into a greater number of shares or
         (3) combine its outstanding shares of Common Stock into a smaller
         number of shares, then in each such case the applicable Conversion
         Price in effect immediately prior thereto and the securities issuable
         shall be adjusted retroactively as provided below so that Payee
         thereafter shall be entitled to receive the number of shares of Common
         Stock of Maker and other shares and rights to purchase stock or other
         securities which Payee would have owned or have been entitled to
         receive after the happening of any of the events described above had
         this Note been converted immediately prior to the happening of such
         event or any record date with respect thereto. In the event of the
         redemption of any shares referred to in clause (1), Payee shall have
         the right to receive, in lieu of any such shares or rights, any cash,
         property or securities paid in respect of such redemption. An
         adjustment made pursuant to this subparagraph (i) shall become
         effective immediately after the record date in the case of a dividend
         or distribution and shall become effective immediately after the
         effective date in the case of a subdivision or combination.

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                           (ii) Whenever the Conversion Price is adjusted as
         provided above, Maker shall compute the adjusted Conversion Price in
         accordance herewith and mail to Payee a notice stating that the
         Conversion Price has been adjusted and setting forth the adjusted
         Conversion Price.

                           (iii) In the event that at any time, as a result of
         any adjustment made pursuant to this Section, Payee shall become
         entitled to receive any shares of Maker other than shares of Common
         Stock or to receive any other securities, the number of such other
         shares or securities so receivable upon conversion of this Note shall
         be subject to adjustment from time to time in a manner and on terms as
         nearly equivalent as practicable to the provisions contained in these
         provisions with respect to Common Stock.

                  (d) NO FRACTIONAL SHARES. No fractional shares or scrip
representing fractional shares of Common Stock shall be issued upon conversion
of this Note. All calculations of the number of shares of Common Stock to be
issued upon conversion of this Note shall be rounded to the nearest whole share.

                  (e) RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE OF ASSETS.
In case of any reclassification of Common Stock, any consolidation of Maker
with, or merger of Maker into, any other person, any merger of another person
into Maker (other than a merger which does not result in any reclassification,
conversion, exchange or cancellation of outstanding shares of Common Stock of
Maker), any sale or transfer of all or substantially all of the assets of Maker
or any compulsory share exchange pursuant to which share exchange the Common
Stock is converted into other securities, cash or other property, then lawful
provision shall be made as part of the terms of such transaction whereby Payee
shall have the right thereafter, during the period this Note shall be
convertible hereunder, to convert this Note only into the kind and amount of
securities, cash and other property receivable upon such reclassification,
consolidation, merger, sale, transfer or share exchange by a holder of the
number of shares of Common Stock of Maker into which this Note might have been
converted immediately prior to such reclassification, consolidation, merger,
sale, transfer or share exchange assuming such holder of Common Stock of Maker
(i) is not a person with which Maker consolidated or into which Maker merged or
which merged into Maker, to which such sale or transfer was made or a party to
such share exchange, as the case may be ("CONSTITUENT PERSON"), or an affiliate
of a constituent person and (ii) failed to exercise his rights of election, if
any, as to the kind or amount of securities, cash and other property receivable
upon such reclassification, consolidation, merger, sale, transfer or share
exchange (provided that if the kind or amount of securities, cash and other
property receivable upon such reclassification, consolidation, merger, sale,
transfer or share exchange is not the same for each share of Common Stock of
Maker held immediately prior to such consolidation, merger, sale or transfer by
other than a constituent person or an affiliate thereof and in respect of which
such rights of election shall not have been exercised ("NON-ELECTING SHARE"),
then the kind and amount of securities, cash and other property receivable upon


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such reclassification, consolidation, merger, sale, transfer or share exchange
by each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares). Maker, the
person formed by such consolidation or resulting from such merger or which
acquires such assets or which acquires Maker's shares, as the case may be, shall
make provisions in its certificate or articles of incorporation or other
constituent document to establish such right. Such certificate or articles of
incorporation or other constituent document shall provide for adjustments which,
for events subsequent to the effective date of such certificate or articles of
incorporation or other constituent document, shall be as nearly equivalent as
may be practicable to the adjustments provided for herein. The above provisions
shall similarly apply to successive reclassifications, consolidations, mergers,
sales, transfers or share exchanges.

                  (f) RESERVATION OF SHARES; TRANSFER TAXES; ETC. Maker shall at
all times reserve and keep available, out of its authorized and unissued stock,
solely for the purpose of effecting the conversion of this Note, such number of
shares of its Common Stock and other securities free of preemptive rights as
shall from time to time be sufficient to effect the conversion of this Note.
Maker shall from time to time, in accordance with the laws of the State of
California, increase the authorized number of shares of Common Stock if at any
time the number of shares of Common Stock not outstanding shall not be
sufficient to permit the conversion of this Note. If the Common Stock is listed
on the New York Stock Exchange, the Nasdaq National Market, or any other
national securities exchange, Maker will, if permitted by the rules of such
exchange, list and keep listed on such exchange, upon official notice of
issuance, all shares of Common Stock issuable upon conversion of this Note.
Maker shall pay any and all issue or other taxes that may be payable in respect
of any issue or delivery of shares of Common Stock or other securities upon
conversion of this Note by Payee.

         5. DEFINED TERMS. As used in this Note, the following terms have the
respective meanings set forth below:

                  (a) "COMMON STOCK" shall mean the common stock of Maker and
any capital stock into which such common stock shall have been changed and any
other stock resulting from any reclassification of such stock which is not
preferred as to dividends or assets over any other class of stock which shall be
in effect from time to time.

                  (b) "CONVERSION PRICE" shall mean, subject to adjustment as
provided in Section 4(c) hereof, $0.70.

         6. NO IMPAIRMENT. Maker will not, by amendment of its certificate or
articles of incorporation or through any reorganization, transfer of assets,
merger, dissolution, issuance or sale of securities or any other voluntary
action or inaction, intentionally avoid or seek to avoid the observance or
performance of any of the material terms to be observed or performed hereunder
by Maker but will at all times in good faith assist in the carrying out of all
the provisions of this Note.

         7. CUMULATIVE RIGHTS. No delay on the part of the holder of this Note
in the exercise of any power or right under this Note, or under any document or
instrument executed in connection herewith, shall operate as a waiver thereof,
nor shall a single or partial exercise of any other power or right.

         8. WAIVER. Maker, and each surety, endorser, guarantor, and other party
ever liable for the payment of any sum of money payable on this Note, jointly
and severally waive demand, presentment, protest, notice of nonpayment, notice
of intention to accelerate, notice of acceleration, notice of protest, and any


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and all lack of diligence or delay in collection or the filing of suit hereon
which may occur; agree that their liability on this Note shall not be affected
by any renewal or extension in the time of payment hereof, by any indulgences,
or by any release or change in any security for the payment of this Note; and
hereby consent to any and all renewals, extensions, indulgences, releases, or
changes hereof or hereto, regardless of the number of such renewals, extensions,
indulgences, releases, or changes.

         9. ATTORNEYS' FEES AND COSTS. In the event that this Note is placed in
the hands of attorneys for collection, or in the event this Note is collected in
whole or in part through legal proceedings of any nature, then and in any such
case Maker promises to pay all costs of collection, including, but not limited
to, reasonable attorneys' fees, incurred by the holder hereof on account of such
collection.

         10. NO ORAL AGREEMENTS. THIS NOTE (ALONG WITH THE OTHER DOCUMENTS AND
INSTRUMENTS EXECUTED AND DELIVERED PURSUANT THERETO) 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 BETWEEN THE PARTIES.

         11. GOVERNING LAW. This Note shall be governed by and construed in
accordance with the laws of the State of California.

         12. SEVERABILITY. If any provision of this Note shall be held to be
unenforceable by a court of competent jurisdiction, such provisions shall be
severed from this Note and the remainder of this Note shall continue in full
force and effect.

         13. ASSIGNMENT. This Note, or any portion hereof, may be assigned by
Payee without the consent of Maker. Any such assignment by Payee shall be in
compliance with the Securities Act and applicable state securities laws.

         14. LIMITATION ON INTEREST. The Payee acknowledges and shall cause any
subsequent transferee of this Note to acknowledge that the Note Obligation
hereunder may be in excess of the maximum interest rate permitted to be charged
by applicable law. Payee and/or such subsequent holder of this Note expressly
assumes any risks associated therewith, including, without limitation, the risk
that an attempt to collect all amounts owing under this Note may be
unenforceable and set aside, in whole or in part, by a court.

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         IN WITNESS WHEREOF, the undersigned has executed this Note as of the
day and year first above written.


                                      MAKER:

                                      NEW VISUAL CORPORATION


                                      By: /s/ Ray Willenberg, Jr.
                                      Name: Ray Willenberg, Jr.
                                      Title: CEO

                                      Address:   5920 Friars Road, Suite 104
                                                 San Diego, California 92108
                                      Phone:     (619) 692-0333
                                      Fax:       (619) 718-7446


                                      ACKNOWLEDGED:


                                      PAYEE:


                                      By: /s/ Daniel Way
                                      Name: Daniel Way
                                      Title: President




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