NEW VISUAL CORP
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>10
<FILENAME>newvis_ex10-12.txt
<TEXT>
<PAGE>
EXHIBIT 10.12
RESTRICTED STOCK AWARD - HOWELL


                        RESTRICTED STOCK AWARD AGREEMENT
                                 PURSUANT TO THE
                             NEW VISUAL CORPORATION
                          2000 OMNIBUS SECURITIES PLAN


         THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement") is made and
entered into by and between NEW VISUAL CORPORATION, a Utah corporation (the
"Company"), and JOHN HOWELL (the "Recipient"), effective as of February 25, 2002
(the "Date of Award").

         1. GRANT AND EXERCISE OF RESTRICTED STOCK AWARD. The Company hereby
awards (the "Award") to the Recipient and the Recipient hereby accepts, subject
to the terms and conditions hereof including the repurchase rights, escrow
provisions and restrictions set forth in SECTIONS 8, 9 and 10 below, the right
to purchase up to 500,000 shares (the "Restricted Stock") of the Company's
common stock, par value $.001 per share (the "Common Stock"), for the Purchase
Price per share set forth in Section 4 below.

         2. GOVERNING PLAN. This Agreement is granted pursuant to the Company's
2000 Omnibus Securities Plan (the "Plan"), a copy of which is attached as ANNEX
1 and incorporated herein for all purposes. Capitalized terms used but not
otherwise defined herein have the meanings set forth in the Plan. The Recipient
agrees to be bound by the terms and conditions of the Plan, which control in
case of any conflict with this Agreement, except as otherwise specifically
provided for in the Plan.

         3. EXPIRATION OF THE AWARD. The Award terminates upon termination of
the Recipient's employment or other business relationship with the Company
and/or any Affiliated Entity, as set forth in SECTIONS 5.13 and 5.14 of the
Plan. The Award may not be purchased by Recipient after its termination.

         4. PURCHASE PRICE. The "Purchase Price" of the Restricted Stock is one
one-thousandth of one cent ($.001) per share of Common Stock. If the Restricted
Stock is not immediately purchased, the Purchase Price is subject to adjustment
or amendment as set forth in the Plan, including SECTION 3.4 and SECTION 4.5(B)
of the Plan.

         5. VESTING.

                  (a) On each Measurement Date set forth in Column 1 below, the
repurchase rights, escrow provisions and restrictions imposed in SECTIONS 8, 9
and 10 below shall terminate with respect to the corresponding number of shares
of Restricted Stock set forth in Column 2 below if the Recipient's employment or
other business relationship with the Company and/or any Affiliated Entity has
not terminated. The "Vested Portion" of the Award as of any particular date
shall be the cumulative total of all shares for which the repurchase rights,
escrow provisions and restrictions imposed in SECTIONS 8, 9 and 10 below shall
have lapsed as of that date.


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--------------------------------------------------------- ----------------------
                        COLUMN 1                                COLUMN 2
--------------------------------------------------------- ----------------------
                                                            VESTED PORTION OF
                    MEASUREMENT DATE                            THE AWARD
--------------------------------------------------------- ----------------------
April 30, 2002                                            125,000 shares
July 31, 2002                                             125,000 shares
October 31, 2002                                          125,000 shares
January 31, 2003                                          125,000 shares
--------------------------------------------------------- ----------------------

                  (b) Notwithstanding anything to the contrary contained herein
or in the Plan, (i) in the event of a Change in Control, if provision is not
made in the applicable agreements or instruments effecting the Change in Control
to assume the Plan and Award, then, immediately prior to such Change in Control,
this Award, and all portions of the Award that remain outstanding, shall become
fully vested (if not already vested).

                  (c) In addition, upon a Change in Control, the securities
subject to this Award shall be automatically converted into the right to
receive, and thereafter shall constitute, in accordance with the Plan and this
Agreement, the securities, cash and/or other consideration that a holder of the
Company's securities shall be entitled to receive upon the consummation of the
Change of Control.

         6. PURCHASE OF RESTRICTED STOCK; CERTIFICATES; ESCROW.

                  (a) The Award may be purchased, to the extent not previously
purchased, in whole or in part, at any time or from time to time prior to the
expiration or termination of the Award, except that no Award shall be purchased
except in respect to whole shares, and not less than 100 shares may be purchased
at one time unless the number purchased is the total number at the time
available for purchase under the terms of the Award. The purchase shall be
accomplished by providing the Company with written notice in the form of EXHIBIT
A, which notice shall be irrevocable when delivered and effective upon payment
in full of the Purchase Price in accordance with SECTION 4 and SECTION 5.4 of
the Plan and any amounts required in accordance with SECTION 5.11 of the Plan
for withholding taxes, and the satisfaction of all other conditions to purchase
imposed under the Plan.

                  (b) As soon as practicable after the purchase of Restricted
Stock hereunder, the Company shall issue one or more stock certificates in the
Recipient's name evidencing the Restricted Stock granted hereby. Until a share
of Restricted Stock vests, such stock certificate or certificates (together with
any shares received by the holder with respect to such share of Restricted Stock
as a result of stock dividends, stock splits or other forms of recapitalization)
shall be held in escrow in the custody of the Secretary of the Company. When a
share of Restricted Stock vests, the Company shall deliver to the Recipient a
stock certificate evidencing such share. Upon request of the Administering Body,
the Recipient shall execute and deliver to the Company a stock power, endorsed
in blank, relating to any Restricted Stock that has not vested prior to such
time.

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                  (c) Each certificate representing shares acquired as a result
of the Award shall be endorsed with all legends, if any, required by applicable
federal and state securities and other laws to be placed on the certificate. The
determination of which legends, if any, shall be placed upon such certificates
shall be made by the Administering Body in its sole discretion and such decision
shall be final and binding.

         7. PAYMENT OF PURCHASE PRICE. Upon any purchase of shares of Restricted
Stock under this Award, the total Purchase Price for the number of shares of
Restricted Stock which are then being purchased and the amount of any federal,
state and local withholding taxes, if any, shall be paid in full to the Company
in cash, or in such other form permitted by applicable law and the Plan as the
Administering Body deems acceptable at the time of purchase.

         8. REPURCHASE OF RESTRICTED STOCK. Until a share of Restricted Stock
vests as set forth in this Agreement, including vesting relating to a Change of
Control under SECTION 5(B), the Company shall have the right to repurchase from
the Recipient (or his or her legal representative(s), guardian(s) or permitted
transferee) the unvested shares of Restricted Stock (including any shares
received by the holder with respect to such share of Restricted Stock as a
result of stock dividends, stock splits or other forms of recapitalization)
within 30 days following a termination of employment or, if applicable, upon a
termination of any other business relationship between the Recipient and the
Company and/or an Affiliated Entity, at two times the Purchase Price. Recipient
agrees to execute any further documentation reasonably requested by the Company
with respect to a repurchase by the Company of Restricted Stock covered by this
Award.

         9. ESCROW. Until a share of Restricted Stock vests, the stock
certificate representing such share of Restricted Stock (together with any
shares received by the holder with respect to such share of Restricted Stock as
a result of stock dividends, stock splits or other forms of recapitalization)
shall be held in escrow in the custody of the Secretary of the Company.

         10. RESTRICTIONS.

                  (a) Until a share of Restricted Stock vests, such share of
Restricted Stock (including any shares received by the holder with respect to
such share of Restricted Stock as a result of stock dividends, stock splits or
any other forms of recapitalization) may not be sold, assigned, conveyed,
gifted, pledged, hypothecated or otherwise transferred in any manner;

                  (b) Until a share of Restricted Stock vests, the Recipient
shall not be entitled to exercise voting rights with respect to such share of
Restricted Stock (including any shares received by the holder with respect to
such share of Restricted Stock as a result of stock dividends, stock splits or
other forms of recapitalization).

                  (c) Until a share of Restricted Stock vests, the Recipient
shall not be entitled to receive any dividends and other distributions paid or
made with respect to such share of Restricted Stock, which dividends or other
distributions (including any shares received by the holder with respect to such
share of Restricted Stock as a result of stock dividends, stock splits or other
forms of recapitalization) shall be deposited with the Secretary of the Company.

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                  (d) No share of Restricted Stock granted to a person subject
to Section 16 of the Securities Exchange Act of 1934 shall be sold, assigned or
otherwise transferred until at least six months and one day have elapsed from
the date on which the Restricted Stock was issued.

         11. NON-TRANSFERABILITY OF AWARD. The Award shall not be transferable
or assignable by the Recipient, other than in accordance with SECTION 5.9 of the
Plan or by will or the laws of descent and distribution (or as otherwise
permitted by the Administering Body in its sole discretion), and shall be
exercisable during the Recipient's lifetime only by him or her or by his or her
legal representative(s) or guardian(s) or any permitted transferee.

         12. ADMINISTRATION. The Plan and this Agreement shall be administered
and may be definitively interpreted by the Administering Body, and the Recipient
agrees that the decisions of such Administering Body concerning administration
and interpretation of the Plan and this Agreement shall be final, binding and
conclusive on all persons.

         13. NOTICES. All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if (i) personally
delivered, (ii) sent by nationally-recognized overnight courier or (iii) sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed as follows: (a) if to Recipient, at the address set forth on the
signature page hereto; or (b) if to the Company, at the address set forth in the
signature page hereto, or in either case, to such other address as the party to
whom notice is to be given may have furnished to each other party in writing in
accordance herewith. Any such communication shall be deemed to have been given
(i) when delivered, if personally delivered, (ii) on the first Business Day (as
hereinafter defined) after dispatch, if sent by nationally-recognized overnight
courier and (iii) on the third Business Day following the date on which the
piece of mail containing such communication is posted, if sent by mail. As used
herein, "Business Day" means a day that is not a Saturday, Sunday or a day on
which banking institutions in the city to which the notice or communication is
to be sent are not required to be open.

         14. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

                            (SIGNATURE PAGE FOLLOWS)





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         IN WITNESS WHEREOF, this Agreement has been executed on behalf of the
Company by its duly authorized officer, and by the Recipient in acceptance of
the above-mentioned Award, subject to the terms and conditions of the Plan and
of this Agreement, all as of the day and year first above written.

                                    COMPANY:

                                    NEW VISUAL CORPORATION


                                    By: /S/ RAY WILLENBERG, JR.
                                    Name:  Ray Willenberg, Jr.
                                    Title: CEO

                                    Address:   5920 Friars Road
                                               Suite 104
                                               San Diego, California  92108
                                               Telephone No.:  619.692.0333

                                    OPTIONEE:


                                    /s/    John Howell
                                    Name:    John Howell

                                    Address: ___________________________________
                                             ___________________________________
                                             ___________________________________
                                    Telephone No.: _____________________________





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                                    EXHIBIT A
                                    ---------


                               NOTICE OF PURCHASE
                                      UNDER
                        RESTRICTED STOCK AWARD AGREEMENT
                             ISSUED PURSUANT TO THE
                             NEW VISUAL CORPORATION
                          2001 OMNIBUS SECURITIES PLAN

To:      New Visual Corporation (the "Company")

From:    John Howell

Date:    February 25, 2002

         Pursuant to the New Visual Corporation 2000 Omnibus Securities Plan
(the "Plan") and the Restricted Stock Award Agreement (the "Agreement")
(capitalized terms used without definition herein have the meanings given such
terms in the Agreement or the Plan) between the Company and myself effective
this date, I hereby purchase shares of Common Stock as follows:

--------------------------------------------------------------------------------
Number of shares of Common Stock I desire to purchase under
the Award                                                               500,000
--------------------------------------------------------------------------------
Purchase Price per Share                                                $0.001
--------------------------------------------------------------------------------
Total Purchase Price                                                    $500.00
--------------------------------------------------------------------------------
"Vested Portion" of Award (see definition in Section 5 of the Agreement) 0
--------------------------------------------------------------------------------
Number of shares I have previously purchased under the Award             0
--------------------------------------------------------------------------------

         I hereby represent, warrant, and covenant to the Company that:

         a. I am acquiring the Common Stock for my own account, for investment,
and not for distribution or resale, and I will make no transfer of such Common
Stock except in compliance with applicable federal and state securities laws and
in accordance with the provisions of the Plan.

         b. I can bear the economic risk of the investment in the Common Stock
resulting from this purchase, including a total loss of my investment.

         c. I am experienced in business and financial matters and am capable of
(i) evaluating the merits and risks of an investment in the Common Stock; (ii)
making an informed investment decision regarding an investment in the Company;
and (iii) protecting my interests in connection therewith.


<PAGE>

         d. Any subsequent offer for sale or distribution of any of the shares
of Common Stock shall be made only pursuant to (i) a registration statement on
an appropriate form under the Securities Act, which registration statement has
become effective and is current with regard to the shares being offered or sold,
or (ii) a specific exemption from the registration requirements of the
Securities Act, it being understood that to the extent any such exemption is
claimed, I shall, prior to any offer for sale or sale of such shares, obtain a
prior favorable written opinion, in form and substance satisfactory to the
Administering Body, from counsel for or approved by the Administering Body, as
to the applicability of such exemption thereto.

         e. The shares of Common Stock are being sold subject to the terms and
conditions of the Agreement including the repurchase rights, escrow provisions
and restrictions imposed under SECTIONS 8, 9 and 10 therein.



                                        OPTIONEE:

                                        ________________________________________
                                        Name:___________________________________

                                        Address: _______________________________
                                                 _______________________________
                                                 _______________________________
                                        Telephone No.:__________________________


                                        RECEIVED BY THE COMPANY:

                                        NEW VISUAL CORPORATION


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                        Address:________________________________
                                                ________________________________
                                                ________________________________
                                        Telephone No.:__________________________

                                        Date:___________________________________


                                      A-2
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                                     ANNEX 1
                                     -------

                                     COPY OF
                             NEW VISUAL CORPORATION
                          2000 OMNIBUS SECURITIES PLAN

                                 (SEE ATTACHED)


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