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EXHIBIT 10.20


                                 FIRST AMENDMENT
                                       To
                  SERVICES AGREEMENT DATED AS OF MARCH 31, 2004


This FIRST AMENDMENT (this "Amendment") to that certain Services Agreement dated
as of March 31, 2004 (the "Agreement") by and between New Visual Corporation
(the "Company'), and HelloSoft, Inc. (the "Consultant"), is made and entered
into as of March 3 1, 2004 by and among the Company, the Consultant and Adaptive
Networks, Inc., a Massachusetts corporation having its place of business at 94
Wells Avenue, Newton, MA 02459 ("Adaptive"). Capitalized terms used but not
defined herein shall have the meanings assigned thereto in the Agreement.

In consideration of the mutual agreements herein set forth and other
consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties hereby amend the Agreement as follows:

1. This Amendment shall modify the Agreement only with respect to Services
provided to the Company by the Consultant that modify Adaptive's high speed
powerline technology ("PowerStream Technology") or multiple wideband, high speed
communications technology based upon the PowerStream Technology that is jointly
owned by the Company and Adaptive ("MWB Technology"). In all other respects, the
Agreement shall not be effected by this Amendment and Adaptive shall not be
deemed to be a party thereto.

2. Section 3(a) is modified to read in its entirety as follows:

                  (a) "Company's Confidential Information" means any Company or
         Adaptive proprietary information, technical data, trade secrets or
         know-how, including, but not limited to, research, product plans,
         products, services, customers, customer lists, markets, software,
         developments, inventions, prototypes, specifications, processes,
         formulas, technology, designs, drawings, engineering, hardware
         configuration information. marketing, finances or other business
         information disclosed by the Company or Adaptive either directly or
         indirectly in writing, orally or by drawings or inspection of parts or
         equipment. Company's and Adaptive's Confidential Information are of
         substantial value, and Company's or Adaptive's business, as the case
         may be, will be impaired if such Confidential Information is improperly
         disclosed or used.

3. Section 3(d) is modified by the addition of the following sentences at the
end thereof:

                  The Company has received confidential and proprietary
         information from Adaptive, and Adaptive is therefore the type of third
         party referred to in this Subsection 3(d). Adaptive shall be entitled
         to enforce in its own right the rights of the Company set forth in this
         Agreement, to the extent that such rights relate to the PowerStream
         Technology or the MWB Technology.

4. Section 4(c) is modified to read in its entirety as follows:

                  (c) The Consultant agrees that if, in the course of performing
         the Services, the Consultant incorporates into any Invention developed
         hereunder any invention, improvement, development, concept, discovery
         or other proprietary information owned by the Consultant or in which
         the Consultant has an interest, the Company and Adaptive are each
         hereby granted and shall have a nonexclusive, royalty-free, perpetual.
         irrevocable, worldwide license to make, have made, modify, use, sell,
         sublicense and otherwise use such item in any fashion whatsoever as
         part of or in connection with such Invention.

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5. Section 8(b) is modified to read in its entirety as follows:

                  (b) In view of the Consultant's access to the Company's and
         Adaptive's trade secrets and proprietary know-how, the Consultant
         further agrees that, during the term of this Agreement and for a period
         of twelve (12) months after the termination of this Agreement, the
         Consultant will not, without Company's and Adaptive's prior written
         consent, design or develop for any third party any designs, inventions,
         improvements, or discoveries that are identical or similar to the
         PowerStream Technology or the MWB Technology or that incorporate or are
         aided by Consultant's having had access to Company's or Adaptive's
         trade secrets and proprietary know-how. Adaptive shall be entitled to
         enforce this Subsection 8(b) directly against the Consultant.

6. Section 9(c)(ii) is modified to read in its entirety as follows:

                  (ii) Sections 2, 3, 4 and 8 hereof shall survive termination
         of this Agreement.

7. Adaptive shall be entitled to indemnification under Section 13 to the same
extent as Company.

8. Adaptive shall be entitled to the same rights as Company under Section 14(d).

9. Section 15(d) is modified to read in its entirety as follows:

                  (d) Modifications. No modifications or amendments to this
         Agreement shall be valid unless in writing and signed by and on behalf
         of all Parties.

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Except as expressly provided herein, the Agreement shall remain in full force
and effect.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed all as of the day and year first above written.

HelloSoft, Inc.                           New Visual Corporation

By:    /s/ Chip Stearns                    By:   /s/ Brad Ketch
       -------------------------                 ------------------------
       Authorized Signature                      Authorized Signature
       Chip Stearns                              Brad Ketch
       -------------------------                 ------------------------
       Name (Print or Type)                      Name (Print or Type)

Title:  V.P. of Biz. Dev.                Title: President & CEO
       -------------------------                -------------------------
Date     11/22/04                         Date     11/22/04
       -------------------------                -------------------------

Adaptive Networks, Inc.

By:      /s/ Michael Propp
         ----------------------
         Authorized Signature
         Michael Propp
         ----------------------
         Name (Print or Type)

Title    President
         ----------------------
Date     Nov 29/04
         ----------------------

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