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                                                                    Exhibit 10.1
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THIS NOTE AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
OR DISPOSED OF UNLESS AND UNTIL THIS NOTE AND/OR SUCH SECURITIES ARE REGISTERED
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE.

                              AMENDED AND RESTATED
                           CONVERTIBLE PROMISSORY NOTE

$165,000                                                            May 21, 2003

         FOR VALUE RECEIVED, the undersigned, NEW VISUAL CORPORATION, a Utah
corporation ("MAKER"), promises to pay to the order of John Marsden ("PAYEE"),
as described in Paragraph 1 below, the principal sum of ONE HUNDRED SIXTY FIVE
THOUSAND DOLLARS (the "PRINCIPAL"), plus interest at a rate of one percent (1%)
of the then outstanding Principal per month ("INTEREST"). All amounts due under
this Note shall be payable as and at such time or times as are set forth in
Paragraph 1 hereof. All payments on this Amended and Restated Convertible
Promissory Note (this "NOTE") shall be due and payable in lawful money of the
United States of America at 23315 Bear Creek Road, Bend, Or. 97701 (or such
other place as Payee may from time to time designate).

         This Note amends, restates and replaces in all respects that certain
promissory note in the amount of $100,000 dated May 21, 2002 between Maker and
Payee (the "OLD NOTE") including, without limitation, all of Maker's obligations
under the Old Note.

         1. PAYMENTS OF PRINCIPAL AND INTEREST.

                  (a) The Principal shall become due and payable as follows (i)
$15,000 shall be immediately due and payable upon delivery of this Note and (ii)
the remainder of the Principal shall be due and payable on the earlier of (1)
November 21, 2003 or (2) from time to time upon satisfaction of any of the
mandatory prepayment conditions specified in paragraph 3(b) below. Maker shall
provide the holder of this Note with notice that such condition has been met,
which notice shall specify a proposed payment date not less than five (5)
Business Days from the date the notice is given, in order to give the holder the
opportunity to elect to convert this Note pursuant to the provisions of
Paragraph 4 hereof, in lieu of accepting payment. Any holder so electing shall
surrender its Note in accordance with such Paragraph 4 at any time prior to the
proposed payment date. Payment hereunder shall terminate the right to convert
this Note. This Note shall also be voluntarily prepayable by the Maker as set
forth in Paragraph 3(a) hereof.

                  (b) In addition to the payment of the Principal, Maker shall
make monthly simple Interest payments to Payee commencing June 21, 2003, and on
the 21st day of each month thereafter until the Principal has been paid in full
(or converted).

         2. EVENTS OF DEFAULT AND REMEDIES. In the event Maker fails to pay any
amount due under this Note within ten (10) Business Days (as hereafter defined)

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after such amount is due, the holder of this Note may (i) offset against this
Note any sum or sums owed by the holder hereof to Maker, or (ii) proceed to
protect and enforce his rights either by suit in equity and/or by action at law,
or by other appropriate proceedings, whether for the specific performance of any
covenant or agreement contained in this Note or to enforce any other legal or
equitable right of the holder of this Note. As used herein, a "BUSINESS DAY" is
any day other than a Saturday, Sunday or a legal holiday for financial
institutions in San Diego, California.

         3. PREPAYMENTS.

                  (a) VOLUNTARY. The Principal on this Note may be voluntarily
prepaid in whole or in part at any time prior to conversion of this Note by the
holder hereof in accordance with Section 4 hereof. At any time prior to payment
of the Principal on this Note, the holder hereof shall have the option of
exercising its Optional Conversion rights under Section 4.

                  (b) MANDATORY. The Principal on this Note shall be prepaid in
part upon the occurrence of any of the following conditions, out of the Excess
Amount (as defined below) or the LLC Amount (as defined below), as applicable.
Upon the occurrence of such condition, Payee hereunder shall be entitled to
payment of .4167 multiplied by such Excess Amount or LLC Amount. The conditions
shall be: (i) at any time prior to the repayment of this Note, Maker shall
within a continuous thirty (30) day calendar period sell debt or equity
securities of Maker for which the proceeds to the Maker after all the expenses
of sale are deducted therefrom shall be at least $400,000. Amounts in excess of
such $400,000 (an "Excess Amount") shall be payable in part to Maker as set
forth herein, in partial prepayment of the Principal; and (ii) at any time prior
to the repayment of the Note, Maker shall receive from Top Secret Productions
LLC, a limited liability company of which it is a member (the "LLC"), a return
of any portion of its capital contribution to the LLC or a distribution of
profits from the LLC (each an "LLC Amount"). Such LLC Amount shall be payable in
part to Maker as set forth herein, in partial prepayment of the Principal.

         4. CONVERSION.

                  (a) CONVERSION OPTION. Unpaid Principal on this Note shall be
convertible at the option of Payee or other holder hereof (the "OPTIONAL
CONVERSION"), at any time, in whole or in part, in lieu of and in satisfaction
of such unpaid Principal. This Note shall be convertible into that number of
fully paid and nonassessable shares of Common Stock (as defined in Section 5) as
is equal to the quotient of the unpaid Principal divided by the applicable
Conversion Price (as defined in Section 5) in effect from time to time. Upon any
Optional Conversion, the outstanding Principal due under this Note shall be
reduced in full by an amount equal to the number of shares of Common Stock
issued upon such conversion multiplied by the applicable Conversion Price.

                  (b) CONVERSION PROCEDURES. If Payee desires to convert this
Note into Common Stock, it shall surrender this Note to Maker at its principal
executive offices, accompanied by proper instruments of transfer to Maker or in
blank, accompanied by irrevocable written notice to Maker that Payee elects so
to convert this Note and the name or names (with address) in which a certificate
or certificates for Common Stock are to be issued. Maker shall, as soon as
practicable after such written notice and compliance with any other conditions
herein contained, deliver at such office to Payee, certificates for the number
of full shares of Common Stock to which it shall be entitled. Such conversion

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shall be deemed to have been made as of the date of such surrender of this Note,
and the person or persons entitled to receive Common Stock or other securities
deliverable upon conversion shall be treated for all purposes as the record
holder or holders thereof on such date.

                  (c) CERTAIN ADJUSTMENTS. The applicable Conversion Price and
the number of securities issuable upon conversion of this Note shall be subject
to adjustment from time to time as follows:

                           (i) In case Maker shall at any time after the date
         hereof (1) pay a dividend or make a distribution on its capital stock
         that is paid or made in shares of stock of Maker, (2) subdivide its
         outstanding shares of Common Stock into a greater number of shares or
         (3) combine its outstanding shares of Common Stock into a smaller
         number of shares, then in each such case the applicable Conversion
         Price in effect immediately prior thereto and the securities issuable
         shall be adjusted retroactively as provided below so that Payee
         thereafter shall be entitled to receive the number of shares of Common
         Stock of Maker and other shares and rights to purchase stock or other
         securities which Payee would have owned or have been entitled to
         receive after the happening of any of the events described above had
         this Note been converted immediately prior to the happening of such
         event or any record date with respect thereto. In the event of the
         redemption of any shares referred to in clause (1), Payee shall have
         the right to receive, in lieu of any such shares or rights, any cash,
         property or securities paid in respect of such redemption. An
         adjustment made pursuant to this subparagraph (i) shall become
         effective immediately after the record date in the case of a dividend
         or distribution and shall become effective immediately after the
         effective date in the case of a subdivision or combination.

                           (ii) Whenever the Conversion Price is adjusted as
         provided above, Maker shall compute the adjusted Conversion Price in
         accordance herewith and mail to Payee a notice stating that the
         Conversion Price has been adjusted and setting forth the adjusted
         Conversion Price.

                           (iii) In the event that at any time, as a result of
         any adjustment made pursuant to this Section, Payee shall become
         entitled to receive any shares of Maker other than shares of Common
         Stock or to receive any other securities, the number of such other
         shares or securities so receivable upon conversion of this Note shall
         be subject to adjustment from time to time in a manner and on terms as
         nearly equivalent as practicable to the provisions contained in these
         provisions with respect to Common Stock.

                  (d) NO FRACTIONAL SHARES. No fractional shares or scrip
representing fractional shares of Common Stock shall be issued upon conversion
of this Note. All calculations of the number of shares of Common Stock to be
issued upon conversion of this Note shall be rounded to the nearest whole share.

                  (e) RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE OF ASSETS.
In case of any reclassification of Common Stock, any consolidation of Maker
with, or merger of Maker into, any other person, any merger of another person

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into Maker (other than a merger which does not result in any reclassification,
conversion, exchange or cancellation of outstanding shares of Common Stock of
Maker), any sale or transfer of all or substantially all of the assets of Maker
or any compulsory share exchange pursuant to which share exchange the Common
Stock is converted into other securities, cash or other property, then lawful
provision shall be made as part of the terms of such transaction whereby Payee
shall have the right thereafter, during the period this Note shall be
convertible hereunder, to convert this Note only into the kind and amount of
securities, cash and other property receivable upon such reclassification,
consolidation, merger, sale, transfer or share exchange by a holder of the
number of shares of Common Stock of Maker into which this Note might have been
converted immediately prior to such reclassification, consolidation, merger,
sale, transfer or share exchange assuming such holder of Common Stock of Maker
(i) is not a person with which Maker consolidated or into which Maker merged or
which merged into Maker, to which such sale or transfer was made or a party to
such share exchange, as the case may be ("CONSTITUENT PERSON"), or an affiliate
of a constituent person and (ii) failed to exercise his rights of election, if
any, as to the kind or amount of securities, cash and other property receivable
upon such reclassification, consolidation, merger, sale, transfer or share
exchange (provided that if the kind or amount of securities, cash and other
property receivable upon such reclassification, consolidation, merger, sale,
transfer or share exchange is not the same for each share of Common Stock of
Maker held immediately prior to such consolidation, merger, sale or transfer by
other than a constituent person or an affiliate thereof and in respect of which
such rights of election shall not have been exercised ("NON-ELECTING SHARE"),
then the kind and amount of securities, cash and other property receivable upon
such reclassification, consolidation, merger, sale, transfer or share exchange
by each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares). Maker, the
person formed by such consolidation or resulting from such merger or which
acquires such assets or which acquires Maker's shares, as the case may be, shall
make provisions in its certificate or articles of incorporation or other
constituent document to establish such right. Such certificate or articles of
incorporation or other constituent document shall provide for adjustments which,
for events subsequent to the effective date of such certificate or articles of
incorporation or other constituent document, shall be as nearly equivalent as
may be practicable to the adjustments provided for herein. The above provisions
shall similarly apply to successive reclassifications, consolidations, mergers,
sales, transfers or share exchanges.

                  (f) RESERVATION OF SHARES; TRANSFER TAXES; ETC. Maker shall at
all times reserve and keep available, out of its authorized and unissued stock,
solely for the purpose of effecting the conversion of this Note, such number of
shares of its Common Stock and other securities free of preemptive rights as
shall from time to time be sufficient to effect the conversion of this Note.
Maker shall from time to time, in accordance with the laws of the State of Utah,
increase the authorized number of shares of Common Stock if at any time the
number of shares of Common Stock not outstanding shall not be sufficient to
permit the conversion of this Note. If the Common Stock is listed on the New
York Stock Exchange, the Nasdaq National Market, or any other national
securities exchange, Maker will, if permitted by the rules of such exchange,
list and keep listed on such exchange, upon official notice of issuance, all
shares of Common Stock issuable upon conversion of this Note. Maker shall pay
any and all issue or other taxes that may be payable in respect of any issue or
delivery of shares of Common Stock or other securities upon conversion of this
Note by Payee.

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         5. DEFINED TERMS. As used in this Note, the following terms have the
respective meanings set forth below:

                  (a) "COMMON STOCK" shall mean the common stock of Maker and
any capital stock into which such common stock shall have been changed and any
other stock resulting from any reclassification of such stock which is not
preferred as to dividends or assets over any other class of stock which shall be
in effect from time to time.

                  (b) "CONVERSION PRICE" shall mean, subject to adjustment as
provided in Section 4(c) hereof, $1.00.

         6. NO IMPAIRMENT. Maker will not, by amendment of its certificate or
articles of incorporation or through any reorganization, transfer of assets,
merger, dissolution, issuance or sale of securities or any other voluntary
action or inaction, intentionally avoid or seek to avoid the observance or
performance of any of the material terms to be observed or performed hereunder
by Maker but will at all times in good faith assist in the carrying out of all
the provisions of this Note.

         7. CUMULATIVE RIGHTS. No delay on the part of the holder of this Note
in the exercise of any power or right under this Note, or under any document or
instrument executed in connection herewith, shall operate as a waiver thereof,
nor shall a single or partial exercise of any other power or right.

         8. WAIVER. Maker, and each surety, endorser, guarantor, and other party
ever liable for the payment of any sum of money payable on this Note, jointly
and severally waive demand, presentment, protest, notice of nonpayment, notice
of intention to accelerate, notice of acceleration, notice of protest, and any
and all lack of diligence or delay in collection or the filing of suit hereon
which may occur; agree that their liability on this Note shall not be affected
by any renewal or extension in the time of payment hereof, by any indulgences,
or by any release or change in any security for the payment of this Note; and
hereby consent to any and all renewals, extensions, indulgences, releases, or
changes hereof or hereto, regardless of the number of such renewals, extensions,
indulgences, releases, or changes.

         9. ATTORNEYS' FEES AND COSTS. In the event that this Note is placed in
the hands of attorneys for collection, or in the event this Note is collected in
whole or in part through legal proceedings of any nature, then and in any such
case Maker promises to pay all costs of collection, including, but not limited
to, reasonable attorneys' fees, incurred by the holder hereof on account of such
collection.

         10. NO ORAL AGREEMENTS. THIS NOTE (ALONG WITH THE OTHER DOCUMENTS AND
INSTRUMENTS EXECUTED AND DELIVERED PURSUANT THERETO) REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

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         11. GOVERNING LAW. This Note shall be governed by and construed in
accordance with the laws of the State of Oregon.

         12. SEVERABILITY. If any provision of this Note shall be held to be
unenforceable by a court of competent jurisdiction, such provisions shall be
severed from this Note and the remainder of this Note shall continue in full
force and effect.

         13. ASSIGNMENT. This Note, or any portion hereof, may be assigned by
Payee without the consent of Maker. Any such assignment by Payee shall be in
compliance with the Securities Act and applicable state securities laws.


         14. REGISTRATION RIGHTS. Maker agrees that, following conversion of at
least 50% of the Principal of this Note into Common Stock, it will enter into a
Registration Rights Agreement (on Maker's customary form) concerning such shares
of Common Stock that provides for Payee to have "piggyback" registration rights
in connection with registration statements filed by Maker, other than the next
registration statement filed by Maker after the date of this Note. While this
Note is outstanding, Maker will notify holder as to any proposed registration of
shares of Common Stock at least five (5) Business Days prior to filing a
registration statement (other than the next registration statement filed by
Maker), in order to permit holder to convert this Note into Common Stock prior
to the initiation of such registration.

         IN WITNESS WHEREOF, the undersigned has executed this Note as of the
day and year first above written.


                                         MAKER:

                                         NEW VISUAL CORPORATION


                                         By:  /s/ Brad Ketch
                                         Name:  Brad Ketch
                                         Title:  President and CEO

                                         Address:   5920 Friars Road, Suite 104
                                                    San Diego, California 92108
                                         Phone:     (619) 692-0333
                                         Fax:       (619) 718-7446


                                         ACKNOWLEDGED:


                                         PAYEE:


                                         By:  /s/ John H. Marsden III
                                         Name:  John H. Marsden III
                                         Title:
                                                --------------------------------

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