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EXHIBIT 10.32

                                 PROMISSORY NOTE

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE
BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED
OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR
EXEMPTION OR SAFE HARBOR THEREFROM.

                           CONVERTIBLE PROMISSORY NOTE

DATE OF ISSUANCE: MARCH 23, 2005
                                                            DUE:  US $383,910.72

         THIS CONVERTIBLE PROMISSORY NOTE issued by New Visual Corporation, a
Utah corporation (the "Maker"), relates to the principal amount of the debt of
US $383,910.72 (the "Principal Debt") owed by the Maker to Ray Willenberg, Jr.
whose address is 7825 Fay Avenue, Ste. 200, La Jolla, CA 92037 (hereinafter,
along with all subsequent holders of this Note, the "Payee").

         For value received, the Maker, hereby promises to pay to the order of
the Payee, the Principal Debt (without interest) as set forth below.

1. Commencing April 1, 2005 the Maker shall pay to Payee a monthly amount not
less than the monthly base salary paid to Maker's Chief Executive Officer.
However, if the Maker determines in its sole discretion that it has the
financial resources available it shall pay to Maker up to $20,833 per month.

2. Transfer

         This Note may be transferred or exchanged only in compliance with the
Securities Act of 1933, as amended (the "Act"), and other applicable state
securities laws. In the event of any proposed transfer of this Note, the Maker
may require, prior to issuance of a new Note in the name of such other person,
that it receive reasonable transfer documentation including legal opinions that
the issuance of the Note in such other name does not and will not cause a
violation of the Act or any applicable state securities laws. Prior to due
presentment for transfer of this Note, the Maker and any agent of the Maker may
treat the person in whose name this Note is duly registered on the Maker's Note
Register as the owner hereof for the purpose of receiving payment as herein
provided and for all other purposes, whether or not this Note be overdue, and
neither the Maker nor any such agent shall be affected by notice to the
contrary.

3. Conversion

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         (i) The Payee may, at its option and subject to the provisions of this
Section 3, convert all or a portion of this Note into shares of Common Stock of
the Maker, ("Common Stock"), based on the closing price of the Common Stock on
the Conversion date (as defined below) as quoted by Bloomberg or equivalent
service (the "Conversion Shares").

         (ii) Conversion shall be effectuated by delivery of the Notice of
Conversion attached hereto as Appendix A (the "Notice of Conversion"), and
accompanied, if required by Maker by proper assignment hereof in blank. Upon
such conversion, the outstanding principal amount of the Note shall be properly
adjusted. No fractional shares of Common Stock or scrip representing fractions
of shares will be issued on conversion, but the number of shares issuable shall
be rounded to the nearest whole share. The date on which notice of conversion is
given (the "Conversion Date") shall be deemed to be the date on which the Payee
faxes or otherwise delivers the Notice of Conversion, duly executed, to the
Maker, provided that the Payee shall deliver to the Maker the original notes
being converted within five (5) business days thereafter. Replacement Notes
shall be issued reflecting the then outstanding amounts on the Note following
such conversion. Certificates representing Common Stock issued upon conversion
(hereinafter the "Conversion Shares") will be delivered within seven (7)
business days from the date later of the Notice of Conversion is delivered to
the Maker.

4. Payment Terms

         4.1 Prepayment. The amount outstanding on this Note may be prepaid in
whole or in part at any time or times at the option of Maker without penalty.

         4.2 Business Days. If any payment shall become due on a Saturday,
Sunday, or a public holiday under the laws of the State of New York or the
United States, such payment shall be due and made on the next succeeding
business day and such extension of time shall be included in computing interest
in connection with such payment.

         4.3 All payments contemplated hereby to be made "in cash" shall be made
in immediately available good funds in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and
private debts.

5. Registration Rights.

         Piggyback Registration. If at any time Maker proposes to register any
of its Common Stock in connection with a public offering of such Common Stock
for its own account or for the accounts of its stockholders, then the Maker
will, at least 30 days before filing the registration statement with respect
thereto, give Payee written notice of such proposal. The Maker will use its best
efforts to cause to be registered in connection with such public offering all of
the Conversion Shares that Payee requests in writing to be registered.
Notwithstanding the foregoing, if the managing underwriter(s) advise(s) the
Payee that the total amount of Common Stock which all of the selling
stockholders (including Payee) and the Maker intend to include in such offering
is sufficiently large to materially and adversely affect the success of such
offering, then the amount of Common Stock to be offered for the account of each
selling stockholder will be reduced pro rata (based upon the amount of Common
Stock each such selling stockholder sought to include in the offering) to the
extent necessary to reduce the total amount of Common Stock to be included in
the offering to the amount recommended by such managing underwriter(s).

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6. No recourse shall be had for the payment of the principal of this Note, or
for any claim based hereon, or otherwise in respect hereof, against any
incorporator, shareholder, officer or director, as such, past, present or
future, of the Maker or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released.

7. The Payee, by acceptance hereof, agrees that this Note is being acquired for
investment and that Payee will not offer, sell or otherwise dispose of this Note
or the Shares of Common Stock issuable upon conversion thereof except under
circumstances which will not result in a violation of applicable securities laws
including without limitation, the Act or any applicable state Blue Sky or
foreign laws or similar laws relating to the sale of securities.

8. The following shall constitute an "Event of Default":

                  a.       The Maker shall default in the payment of principal
                           or other amount hereunder and such default shall
                           continue for a period of 7 days; or

                  b.       Any of the representations or warranties made by the
                           Maker herein or in any certificate or financial or
                           other written statements heretofore or hereafter
                           furnished by the Maker in connection with the
                           execution and delivery of this Note shall be false or
                           misleading in any material respect at the time made;
                           or

                  c.       The Maker shall fail to perform or observe, in any
                           material respect, any other covenant, term,
                           provision, condition, agreement or obligation of the
                           Note and such failure shall continue uncured for a
                           period of five (5) business days after written notice
                           from the Payee of such failure; or

                  d.       The Maker shall (1) make an assignment for the
                           benefit of creditors or commence proceedings for its
                           dissolution; or (2) apply for or consent to the
                           appointment of a trustee, liquidator or receiver for
                           its or for a substantial part of its property or
                           business; or

                  e.       A trustee, liquidator or receiver shall be appointed
                           for the Maker or for a substantial part of its
                           property or business without its consent and shall
                           not be discharged within sixty (60) days after such
                           appointment; or

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                  f.       Any governmental agency or any court of competent
                           jurisdiction at the instance of any governmental
                           agency shall assume custody or control of the whole
                           or any substantial portion of the properties or
                           assets of the Maker and shall not be dismissed within
                           sixty (60) days thereafter; or

                  g.       Bankruptcy, reorganization, insolvency or liquidation
                           proceedings or other proceedings for relief under any
                           bankruptcy law or any law for the relief of debtors
                           shall be instituted by or against the Maker and, if
                           instituted against the Maker, shall not be dismissed
                           within thirty (30) days after such institution or the
                           Maker shall by any action or answer approve of,
                           consent to, or acquiesce in any such proceedings or
                           admit the material allegations of, or default in
                           answering a petition filed in any such proceeding; or

Then, or at any time thereafter, and in each and every such case, unless such
Event of Default shall have been waived in writing by the Payee (which waiver
shall not be deemed to be a waiver of any subsequent default) at the option of
the Payee and in the Payee's sole discretion, the Payee may consider this Note
immediately due and payable, without presentment, demand, protest or notice of
any kinds, all of which are hereby expressly waived, anything herein or in any
note or other instruments contained to the contrary notwithstanding, and the
Payee may immediately enforce any and all of the Payee's rights and remedies
provided herein or any other rights or remedies afforded by law.

9. Waivers and Consents.

         Maker hereby waives diligence, demand, presentment for payment, notice
of non-payment, protest and notice of protest, and specifically consents to and
waives notice of any renewals or extensions of this Note, whether made to or in
favor of Maker or any other person or persons. The pleading of any statute of
limitations as a defense to any demand against Maker is expressly waived by each
and all of said parties to the fullest extent permitted by law. The waiver by
Payee of any breach or violation of, or default under, any provision of this
Note shall not be a waiver by such party of any other provision or of any
subsequent breach or violation of this Note or default hereunder.

10. Governing Law and Venue.

         This Note is governed by and is to be construed and enforced in
accordance with the laws of the State of California. Any litigation or
arbitration between the parties, which arises out of this Note, shall be
instituted and prosecuted only in the appropriate court situated in San Diego.
Notwithstanding the foregoing, the Payee may take such actions in a foreign
jurisdiction which the Payee deems necessary and appropriate to enforce or
collect any court judgment in any dispute arising out of this Note or to seek
and obtain other relief as is necessary to enforce the terms of this Note.

11. Payee's Rights and Remedies.

         The rights, powers and remedies of Payee under this Note shall be in
addition to all rights, powers and remedies given to Payee by virtue of any
statute or rule of law. All such rights, powers and remedies shall be cumulative
and may be exercised successively or concurrently in Payee's sole discretion.
Any forbearance, failure or delay by Payee in exercising any right, power or
remedy of Payee shall continue in full force and effect until such right, power
or remedy is specifically waived in writing executed by Payee.

12. Costs; Attorneys' Fees.

         Maker agrees to pay the following costs, expenses, and attorneys' fees
paid or incurred by any holder of this Note, or adjudged by a Court: (a) all
costs of collection, costs, expenses, and attorneys' fees paid or incurred in
connection with the collection or enforcement of this Note if Payee is the
prevailing party, whether or not suit is filed; and (b) costs of suit and such
other sum as the Court may adjudge as attorneys' fees in an action to enforce
payment of this Note or any part of it, if the Payee is the prevailing party.

13. Reservation of Shares.

         The Maker hereby agrees that at all times during the term of this Note
there shall be reserved for issuance upon conversion of this Note such number of
shares of its Common Stock as shall be required for issuance upon exercise of
this Note.

14. Successors and Assigns.

         Except as otherwise provided in this Agreement, all the terms and
provisions of this Agreement shall be upon, and shall inure to the benefit of,
the parties hereto and their respective heirs, personal representatives,
successors and assigns. This Note shall become due and payable upon the death of
the Payee.

         IN WITNESS WHREOF, this Note has been executed and delivered as of the
date first above written by the duly authorized representative of Maker.

NEW VISUAL CORPORATION

By: /s/ Brad Ketch                                  /s/ Ray Willenberg, Jr.
-----------------------                             ----------------------------
Name: Brad Ketch                                    Ray Willenberg, Jr.
Title: Chief Executive Officer


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                                   Appendix A
                              NOTICE OF CONVERSION

         The undersigned hereby irrevocably elects to exercise the right,
represented by the Promissory Note dated as of February __, 2004, to convert
$______ owed under the Promissory Note into shares of the Common Stock of
__________.

         Please deliver the stock certificate to:

Dated: ______________________

____________________________
[Name of Holder]
By: _________________________