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                                                                    Exhibit 10.1


                                 PROMISSORY NOTE


$514,520.55                                                    October 31, 2002
                                                          San Diego, California

         For value received, NEW VISUAL CORPORATION, a Utah corporation
("MAKER"), hereby unconditionally promises to pay to the order of Charles R Cono
Trust, Charles R. Cono, TTEE ("PAYEE"), as described in Paragraph 1 below, the
principal sum of FIVE HUNDRED Fourteen THOUSAND Five Hundred Twenty AND 55/100
DOLLARS ($514,520.55), plus accrued interest on the principal hereof outstanding
from time to time, pursuant to the terms and conditions of this Amended and
Restated Promissory Note (this "NOTE").

         This Note amends, restates and replaces in all respects that certain
promissory note in the principal amount of $500,000 dated July 17, 2002 between
Maker and Payee (the "OLD NOTE") including, without limitation, all of Maker's
obligations under the Old Note.

         1. PRINCIPAL AND INTEREST. Maker promises to pay: (a) the principal
amount of this Note and (b) interest on the principal amount at the rate of the
lesser of: (i) the maximum amount permitted by law, and (ii) ten percent (10%)
per annum, compounded annually, based on a three hundred sixty-five day year.
This Note shall become due and payable in full within three days of Payee's
written request for payment (a "PAYMENT REQUEST"); PROVIDED, HOWEVER, that Payee
shall not be entitled to make a Payment Request prior to December 16, 2002. The
date falling three days from the Maker's receipt of a Payment Request shall be
the "PAYMENT DATE." Maker shall pay the principal and all unpaid accrued
interest in a lump sum on the Payment Date. All payments of principal and
interest hereunder shall be in lawful money of the United States of America and
shall be made to Payee. All payments shall be applied first to accrued interest
and thereafter to principal. Without prejudice to the other rights of Payee
pursuant to this Note, if Maker fails to pay any amounts due on this Note after
demand, all unpaid amounts shall accrue interest at the lesser of: (a) the
maximum amount permitted by law and (b) twelve percent (12%) per annum, until
paid.

         2. RIGHT TO PREPAY. The principal amount hereof may be prepaid in whole
or in part without prepayment penalty. Any prepayment of the principal amount
hereof, whether in part or in whole, shall include accrued interest to the date
of prepayment on the principal amount being paid.

         3. COSTS AND EXPENSES. Maker promises to pay, upon Payee's demand
therefor, all costs and expenses, including reasonable attorneys' fees (defined
as being actual hours worked at the standard billing rates of the attorneys
involved in any matter), incurred in the collection and enforcement of this
Note.

         4. WAIVER. No delay on the part of Payee in the exercise of any right,
power or remedy shall operate as a waiver thereof, nor shall any single or
partial exercise by Payee of any right, power or remedy preclude other or
further exercise thereof, or the exercise of any other right, power or remedy.
No waiver by Payee of any right or remedy hereunder shall be effective unless in
a writing signed by Payee.


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         5. AMENDMENTS. No amendment, modification or waiver of, or consent with
respect to, any provision of this Note shall in any event be effective unless
the same shall be in writing and signed and delivered by Payee, and then any
such amendment, modification, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

         6. INVALIDITY. If any provision of this Note, or the application of it
to any party or circumstance is held to be invalid, the same shall be
ineffective, but the remainder of this Note, and the application of such
provisions to other parties or circumstances, shall not be affected thereby.

         7. SUCCESSORS, ASSIGNMENT. The terms and conditions of this Note shall
apply to and bind the heirs, successors, legal representatives and assigns of
the parties.

         8. GOVERNING LAW AND SELECTION OF FORUM. The terms of this Note shall
be construed in accordance with the laws of the State of California, as applied
to contracts entered into by California residents within the State of California
and to be performed entirely within the State of California. The parties agree
that any litigation concerning this Note shall take place in California state
court. Each party hereby consents to the jurisdiction of that court.

         9. NOTICE. All notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing (including by facsimile and
electronic transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (i) in the case of delivery by hand,
when delivered, (ii) in the case of delivery by mail, three (3) days after being
deposited in the mails, postage prepaid, or (iii) in the case of delivery by
facsimile or electronic transmission, when sent and receipt has been confirmed,
addressed as follows:

         If to Maker:      New Visual Corporation
                           5920 Friars Road, Suite 104
                           San Diego, CA 92108
                           Facsimile:  (619) 718-7446
                           Attention: Chief Executive Officer

         If to Payee:      Charles R Cono Trust, Charles R Cono, TTEE
                           5550 Baltimore Dr., Ste. 200
                           La Mesa, CA 91942-1776


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         IN WITNESS WHEREOF, Maker has executed and delivered this Note
effective as of the day and year and the place first above written.

                                                 NEW VISUAL CORPORATION


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



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