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EXHIBIT 10.15


         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
         EXCHANGED OR TRANSFERRED IN ANY MANNER IN THE ABSENCE OF SUCH
         REGISTRATION OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE
         COMPANY THAT NO SUCH REGISTRATION IS REQUIRED.

                               WARRANT CERTIFICATE

                             NEW VISUAL CORPORATION

No. WR-AA-1A                                                  1,000,000 Warrants
Date:  October ___, 2001

         THIS CERTIFIES THAT, for value received, ADVISOR ASSOCIATES, INC., or
its registered assigns, is entitled to purchase from NEW VISUAL CORPORATION, a
Utah corporation (the "Company"), at any time or from time to time during the
period specified in Paragraph 2, One Million (1,000,000) fully paid and
nonassessable shares of the Company's Common Stock, par value $0.001 per share
(the "Common Stock"), at an exercise price of $0.25 per share (the "Exercise
Price"). The term "Warrant Shares," as used herein, refers to the shares of
Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price
are subject to adjustment as provided in Paragraph 4.

         This Warrant is subject to the following terms, provisions, and
conditions:

         1. MANNER OF EXERCISE. Subject to the provisions of this Warrant
Certificate, this Warrant may be exercised by the holder of this Warrant and/or
any permitted transferee specified in Section 7 below (the "holder"), in whole
or in part, by the surrender of this Warrant together with a completed exercise
agreement in the form attached to this Warrant Certificate (the "Exercise
Agreement"), to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the holder), and upon payment of the
Exercise Price.

         (a)      PAYMENT FOR SHARES. At the option of the holder, the Exercise
                  Price may be paid to the Company in cash, by certified or
                  official bank check or by wire transfer for the account of the
                  Company.

         (b)      CASHLESS EXERCISE ELECTION. The holder may elect, in lieu of
                  payment of the Exercise Price, to convert this Warrant, in
                  whole or in part, into a number of Warrant Shares determined
                  by dividing (i) the aggregate Market Value of the Warrant
                  Shares or other securities otherwise issuable upon exercise of
                  this Warrant minus the aggregate Exercise Price of such
                  Warrant Shares by (b) the Market Value of one Warrant Share.
                  Market Value shall be determined pursuant to Section 4(h)(i).

         (c)      ISSUANCE OF CERTIFICATES. The Warrant Shares purchased
                  pursuant to this Section 1 shall be deemed to be issued to the
                  holder or such holder's designee, as the record owner of such
                  shares, as of the close of business on the date on which this
                  Warrant shall have been surrendered, the completed Exercise


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                  Agreement shall have been delivered, and payment shall have
                  been made for such shares as set forth above. Certificates for
                  the Warrant Shares so purchased shall be delivered to the
                  holder within a reasonable time, not to exceed three business
                  days after this Warrant shall have been so exercised. The
                  certificates so delivered shall be in such denominations as
                  may be requested by the holder and shall be registered in the
                  name of the holder or such other name as shall be designated
                  by such holder.

         2. PERIOD OF EXERCISE. This Warrant may be exercised, at the option of
the holder, in whole or in part, at any time from the date of the execution of
this Warrant and (b) ending at 5:00 p.m., Eastern time, on the fifth anniversary
of the date of this Warrant (the "Exercise Period").

         3. CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants and
agrees as follows:

         (a)      SHARES TO BE FULLY PAID. All Warrant Shares will, upon
                  issuance in accordance with the terms of this Warrant, be
                  validly issued, fully paid and nonassessable and free from all
                  taxes, liens and charges with respect to the issue thereof.

         (b)      RESERVATION OF SHARES. During the Exercise Period, the Company
                  shall at all times have authorized, and reserved for the
                  purpose of issuance upon exercise of this Warrant, a
                  sufficient number of shares of Common Stock to provide for the
                  exercise of this Warrant.

         (c)      SUCCESSORS AND ASSIGNS. This Warrant will be binding upon any
                  entity succeeding to the Company by merger, consolidation or
                  acquisition of all or substantially all of the Company's
                  assets.

         4. ANTIDILUTION PROVISIONS. During the Exercise Period, the Exercise
Price and the number of Warrant Shares shall be subject to adjustment from time
to time as provided in this Paragraph 4. In the event that any adjustment of the
Exercise Price as required herein results in a fraction of a cent, such Exercise
Price shall be rounded up to the nearest cent.

         (a)      SUBDIVISION OR COMBINATION OF COMMON STOCK. During the
                  Exercise Period, if the Company subdivides (by any stock
                  split, stock dividend, recapitalization, reorganization,
                  reclassification or otherwise) any shares of Common Stock into
                  a greater number of shares, then, after the date of record for
                  effecting such subdivision, the Exercise Price in effect
                  immediately prior to such subdivision will be proportionately
                  reduced. During the Exercise Period, if the Company combines
                  (by reverse stock split, recapitalization, reorganization,
                  reclassification or otherwise) any shares of Common Stock into
                  a smaller number of shares, then, after the date of record for
                  effecting such combination, the Exercise Price in effect
                  immediately prior to such combination will be proportionately
                  increased.

         (b)      ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the
                  Exercise Price pursuant to the provisions of this Paragraph 4,


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                  the number of shares of Common Stock issuable upon exercise of
                  this Warrant shall be adjusted by multiplying a number equal
                  to the Exercise Price in effect immediately prior to such
                  adjustment by the number of shares of Common Stock issuable
                  upon exercise of this Warrant immediately prior to such
                  adjustment and dividing the product so obtained by the
                  adjusted Exercise Price.

         (c)      CONSOLIDATION, MERGER OR SALE. During the Exercise Period, in
                  case of any consolidation of the Company with, or merger of
                  the Company into any other corporation, or in case of any sale
                  or conveyance of all or substantially all of the assets of the
                  Company other than in connection with a plan of complete
                  liquidation of the Company, then as a condition of such
                  consolidation, merger or sale or conveyance, adequate
                  provision will be made whereby the holder of this Warrant will
                  have the right to acquire and receive upon exercise of this
                  Warrant in lieu of the shares of Common Stock immediately
                  theretofore acquirable upon the exercise of this Warrant, such
                  shares of stock, securities or assets as may be issued or
                  payable with respect to or in exchange for the number of
                  shares of Common Stock immediately theretofore acquirable and
                  receivable upon exercise of this Warrant had such
                  consolidation, merger or sale or conveyance taken place. In
                  any such case, the Company will make appropriate provision to
                  insure that the provisions of this Paragraph 4 will thereafter
                  be applicable as nearly as may be in relation to any shares of
                  stock or securities thereafter deliverable upon the exercise
                  of this Warrant.

         (d)      NOTICE OF ADJUSTMENT. Upon the occurrence of any event that
                  requires any adjustment of the Exercise Price, then, and in
                  each such case, the Company shall give notice thereof to the
                  holder, which notice shall state the Exercise Price resulting
                  from such adjustment and the increase or decrease in the
                  number of Warrant Shares purchasable at such price upon
                  exercise, setting forth in reasonable detail the method of
                  calculation and the facts upon which such calculation is
                  based. Such calculation shall be certified by independent
                  public accountants then engaged by the Company.

         (e)      MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the
                  Exercise Price shall be made in an amount of less than 1% of
                  the Exercise Price in effect at the time such adjustment is
                  otherwise required to be made, but any such lesser adjustment
                  shall be carried forward and shall be made at the time and
                  together with the next subsequent adjustment which, together
                  with any adjustments so carried forward, shall amount to not
                  less than 1% of such Exercise Price.

         (f)      NO FRACTIONAL SHARES. No fractional shares of Common Stock are
                  to be issued upon the exercise of this Warrant, but the
                  Company shall pay a cash adjustment in respect of any
                  fractional shares which would otherwise be issuable in an
                  amount equal to the same fraction of the Market Price (as
                  defined herein) of a share of Common Stock on the date of such
                  exercise.


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         (g)      OTHER NOTICES. In case:

                  (i)      the Company shall declare any dividend upon the
                           Common Stock payable in shares of stock of any class
                           or make any other distribution (including dividends
                           or distributions payable in cash out of retained
                           earnings) to the holders of the Common Stock;

                  (ii)     the Company shall offer for subscription pro rata to
                           the holders of the Common Stock any additional shares
                           of stock of any class or other rights;

                  (iii)    there shall be any capital reorganization of the
                           Company, or reclassification of the Common Stock, or
                           consolidation or merger of the Company with or into
                           or sale of all or substantially all its assets to,
                           another corporation or entity; or

                  (iv)     there shall be a voluntary or involuntary
                           dissolution, liquidation or winding-up of the
                           Company;

then, in each such case, the Company shall give to the holder (a) notice of the
date on which the books of the Company shall close or a record shall be taken
for determining the holders of Common Stock entitled to receive any such
dividend, distribution, or subscription rights or for determining the legal
holders of Common Stock entitled to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up and (b) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, notice of
the date (or, if not then known, a reasonable approximation thereof by the
Company) when the same shall take place. Such notice shall also specify the date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or other securities or property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding-up, as the case may be. Such notice shall be given at least 30 days
prior to the record date or the date on which the Company's books are closed in
respect thereto. Failure to give any such notice or any defect therein shall not
affect the validity of the proceedings referred to in clauses (i), (ii), (iii)
and (iv) above.

         (h)      CERTAIN DEFINITIONS.

                  (i)      "Market Price" as of any date, means (a) the average
                           of the last reported sale prices on the principal
                           trading market for the Common Stock for the five
                           trading days immediately preceding the date of any
                           such determination, or (b) if market value cannot be
                           calculated as of such date on the foregoing basis,
                           Market Price shall be the fair market value as
                           reasonably determined in good faith by the Board of
                           Directors of the Company. The manner of determining
                           the Market Price of the Common Stock sets forth in
                           the foregoing definition shall apply with respect to
                           any other security in respect of which a
                           determination as to market value must be made
                           hereunder.


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                  (ii)     "Common Stock" for the purposes of this Paragraph 4,
                           includes the Common Stock, par value $0.001 per
                           share, or shares resulting from any subdivision or
                           combination of such Common Stock, or in the case of
                           any reorganization, reclassification, consolidation,
                           or sale of the character referred to in Paragraph
                           4(c), the stock or other securities or property
                           provided for in such Paragraph.

         5. ISSUE TAX. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the holder or such
shares for any issuance tax or other costs in respect thereof, provided that the
Company shall not be required to pay any tax that may be payable in respect of
any transfer involved in the issuance and delivery of any certificate in a name
other than the holder of this Warrant.

         6. NO RIGHTS OR LIABILITIES AS A SHAREHOLDER. This Warrant shall not
entitle the holder to any voting rights or other rights as a shareholder of the
Company. No provision of this Warrant, in the absence of affirmative action by
the holder to purchase Warrant Shares, and no mere enumeration herein of the
rights or privileges of the holder, shall give rise to any liability of such
holder for the Exercise Price or as a shareholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.

         7. TRANSFER AND REPLACEMENT OF WARRANT.

         (a)      RESTRICTION ON TRANSFER. This Warrant and the rights granted
                  to the holder are transferable, in whole or in part, upon
                  surrender of this Warrant, together with a properly executed
                  assignment in the form attached hereto, at the office of the
                  Company referred to in Paragraph 7(d) below, provided,
                  however, that any transfer or assignment shall be subject to
                  the conditions set forth in Paragraph 7(e). Until due
                  presentment for registration of transfer on the books of the
                  Company, the Company may treat the registered holder as the
                  owner and holder of this Warrant for all purposes, and the
                  Company shall not be affected by any notice to the contrary.

         (b)      REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
                  satisfactory to the Company of the loss, theft, destruction,
                  or mutilation of this Warrant and, in the case of any such
                  loss, theft, or destruction, upon delivery of an indemnity
                  agreement reasonably satisfactory in form and amount to the
                  Company, or, in the case of any such mutilation, upon
                  surrender and cancellation of this Warrant, the Company, at
                  its expense, will execute and deliver, in lieu thereof, a new
                  Warrant of like tenor.

         (c)      CANCELLATION; PAYMENT OF EXPENSES. Upon the surrender of this
                  Warrant in connection with any transfer or replacement as
                  provided in this Paragraph 7, this Warrant shall be promptly
                  canceled by the Company. The Company shall pay all taxes
                  (other than securities transfer taxes) and all other expenses
                  (other than legal expenses, if any, incurred by the Holder) in
                  connection with the preparation, execution, and delivery of
                  Warrants pursuant to this Paragraph 7.


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         (d)      REGISTER. The Company shall maintain, at its principal
                  executive offices (or such other office of the Company as it
                  may designate by notice to the holder), a register for this
                  Warrant, in which the Company shall record the name and
                  address of the person in whose name this Warrant has been
                  issued, as well as the name and address of each transferee and
                  each prior owner of this Warrant.

         (e)      EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time of
                  the surrender of this Warrant in connection with any exercise,
                  transfer, or exchange of this Warrant, this Warrant (or in the
                  case of any exercise, the Warrant Shares issuable hereunder)
                  shall not be registered under the Securities Act and under
                  applicable state securities or blue sky laws, the Company may
                  require, as a condition of allowing such exercise, transfer,
                  or exchange (i) that the holder or transferee of this Warrant,
                  as the case may be, furnish to the Company a written opinion
                  of counsel, which opinion and counsel are reasonably
                  acceptable to the Company, to the effect that such exercise,
                  transfer or exchange may be made without registration under
                  said Act and under applicable state securities or blue sky
                  laws, and (ii) that the holder or transferee execute and
                  deliver to the Company an investment letter in form and
                  substance acceptable to the Company. The first holder of this
                  Warrant, by taking and holding the same, represents to the
                  Company that such holder is acquiring this Warrant for
                  investment and not with a view to the distribution thereof.

         8. NOTICES. All notices, requests and other communications required or
permitted to be given or delivered hereunder to the holder of this Warrant shall
be in writing, and shall be personally delivered, or shall be sent by certified
or registered mail or by recognized overnight mail courier, postage prepaid and
addressed, to such holder at the address shown for such holder on the books of
the Company, or at such other address as shall have been furnished to the
Company by notice from such holder. All notices, requests, and other
communications required or permitted to be given or delivered hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed to the office of the Company at 5920 Friars Road, Suite
104, San Diego, California 92108 Attention: Chief Executive Officer, or at such
other address as shall have been furnished to the holder of this Warrant by
notice from the Company. Any such notice, request or other communication may be
sent by facsimile, but shall in such case be subsequently confirmed by a writing
personally delivered or sent by certified or registered mail or by recognized
overnight mail courier as provided above. All notices, requests and other
communications shall be deemed to have been given either at the time of the
receipt thereof by the person entitled to receive such notice at the address of
such person for purposes of this Paragraph 8 or, if mailed by registered or
certified mail or with a recognized overnight mail courier upon deposit with the
United States Post Office or such overnight mail courier, if postage is prepaid
and the mailing is properly addressed, as the case may be.

         9. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF UTAH WITHOUT
REGARD TO THE BODY OF LAW CONTROLLING CONFLICTS OF LAW.


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         10. MISCELLANEOUS.

         (a)      AMENDMENTS. This Warrant and any provision it may only be
                  amended by an instrument signed by the Company and the holder.

         (b)      DESCRIPTIVE HEADINGS. The descriptive headings of the several
                  paragraphs of this Warrant are inserted for purposes of
                  reference only, and shall not affect the meaning or
                  construction of any of the provisions of this Warrant.

         (c)      SEVERABILITY AND SAVINGS CLAUSE. If any one or more of the
                  provisions contained in this Agreement is for any reason (i)
                  objected to, contested or challenged by any court, government
                  authority, agency, department, commission or instrumentality
                  of the United States or any state or political subdivision
                  thereof, or any securities industry self-regulatory
                  organization (collectively, "Governmental Authority"), or (ii)
                  held to be invalid, illegal or unenforceable in any respect,
                  the Company and the holder agree to negotiate in good faith to
                  modify such objected to, contested, challenged, invalid,
                  illegal or unenforceable provision. It is the intention of
                  Company and the holder that there shall be substituted for
                  such objected to, contested, challenged, invalid, illegal or
                  unenforceable provision a provision as similar to such
                  provision as may be possible and yet be acceptable to any
                  objecting Governmental Authority and be valid, legal and
                  enforceable. Further, should any provisions of this Agreement
                  ever be reformed or rewritten by a judicial body, those
                  provisions as rewritten will be binding, but only in that
                  jurisdiction, on the holder and the Company as if contained in
                  the original Agreement. The invalidity, illegality or
                  unenforceability of any one or more provisions of this Warrant
                  will not affect the validity and enforceability of any other
                  provisions of this Warrant.

         WITNESS the signature of a proper officer of the Company as of the date
first above written.

                                        NEW VISUAL CORPORATION


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

ATTEST:


/s/ C. Rich Wilson III
---------------------------------
Secretary




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                              [FORM OF ASSIGNMENT]

                   (TO BE EXECUTED BY THE REGISTERED HOLDER IF
            SUCH HOLDER DESIRES TO TRANSFER THE WARRANT CERTIFICATE)

         FOR VALUE RECEIVED, _______________________________________ hereby
sells, assigns and transfers unto


________________________________________________________________________________
(Please print name, address and taxpayer identification number or social
security number of transferee.)

the accompanying Warrant Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint:



________________________________________________________________________________
attorney, to transfer the accompanying Warrant Certificate on the books of the
Company, with full power of substitution. The transferee's tax identification or
social security number is _____________________.


Dated:_________________, ____.

                                        ________________________________________
                                        Holder


                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________

                                     NOTICE

         The signature to the foregoing Assignment must correspond to the name
as written upon the face of the accompanying Warrant Certificate or any prior
assignment thereof in every particular, without alteration or enlargement or any
change whatsoever.



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                         [FORM OF ELECTION TO PURCHASE]

                   (TO BE EXECUTED BY THE REGISTERED HOLDER IF
            SUCH HOLDER DESIRES TO EXERCISE THE WARRANT CERTIFICATE)

To:      New Visual Corporation

The undersigned, pursuant to the provisions set forth in the attached Warrant
(No. WR-AA-1A), hereby irrevocably elects to purchase (check applicable box):

_____    ____________ shares of the Common Stock covered by such Warrant; or

_____    the maximum number of shares of Common Stock covered by such Warrant
         pursuant to the cashless exercise procedure set forth in Section 1(b).

The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):

_____    $__________ in lawful money of the United States; and/or

_____    the cancellation of such portion of the attached Warrant as is
         exercisable for a total of ___________ shares of Common Stock (using a
         Market Value of $__________ per share for purposes of this
         calculation); and/or

_____    the cancellation of such number of shares of Common Stock as is
         necessary, in accordance with the formula set forth in Section 1(b), to
         exercise this Warrant with respect to the maximum number of shares of
         Common Stock purchasable pursuant to the cashless exercise procedure
         set forth in Section 1(b).

The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to, ____________________________, whose address is
________________________ ______________________________________ and whose social
security number or other identifying number is _______________________.

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act"), or pursuant to an exemption from
registration under the Securities Act.


Dated:_________________, ____.

                                        ________________________________________
                                        Holder


                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________


                                     NOTICE

         The signature to the foregoing Election to Purchase must correspond to
the name as written upon the face of the accompanying Warrant Certificate or any
prior assignment thereof in every particular, without alteration or enlargement
or any change whatsoever.