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EXHIBIT 4.4

                                                       -------------------------
                                                          FORM TO BE USED FOR
                                                        NEW VISUAL CORPORATION
                                                       2001 STOCK INCENTIVE PLAN
                                                       -------------------------


                        RESTRICTED STOCK AWARD AGREEMENT
                                 PURSUANT TO THE
                             NEW VISUAL CORPORATION
                            2001 STOCK INCENTIVE PLAN


         THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement") is made and
entered into by and between NEW VISUAL CORPORATION, a Utah corporation (the
"Company"), and ______________ (the "Recipient"), effective as of ________,
20___ (the "Date of Award").

         1. GRANT OF RESTRICTED STOCK AWARD. The Company hereby awards (the
"Award") to the Recipient and the Recipient hereby accepts, subject to the terms
and conditions hereof including the repurchase rights, escrow provisions and
restrictions set forth in Sections 8, 9 and 10 below, the right to purchase up
to _______ shares (the "Restricted Stock") of the Company's common stock, par
value $.001 per share (the "Common Stock"), for the Purchase Price per share set
forth in Section 4 below.

         2. GOVERNING PLAN. This Agreement is granted pursuant to the Company's
2001 Stock Incentive Plan (the "Plan"), a copy of which is attached as Annex 1
and incorporated herein for all purposes. Capitalized terms used but not
otherwise defined herein have the meanings as set forth in the Plan. The
Recipient agrees to be bound by the terms and conditions of the Plan, which
control in case of any conflict with this Agreement, except as otherwise
specifically provided for in the Plan.

         3. EXPIRATION OF THE AWARD. The Award terminates upon termination of
the Recipient's employment or other business relationship with the Company
and/or any Affiliated Entity, as set forth in Sections 5.13 and 5.14 of the Plan
or upon certain Changes in Control, as provided in Section 12.2 of the Plan. The
Award may not be purchased after its termination.

         4. PURCHASE PRICE. The "Purchase Price" of the Restricted Stock is one
one-thousandth of one cent ($.0001) per share of Common Stock. If the Restricted
Stock is not immediately purchased, the Purchase Price is subject to adjustment
or amendment as set forth in the Plan, including Section 3.4, Section 4.5(b) or
Section 6.2 of the Plan.

         5. VESTING.

                  (a) On each Measurement Date set forth in Column 1 below, the
repurchase rights, escrow provisions and restrictions imposed in Sections 8, 9
and 10 below shall terminate with respect to the corresponding number of shares
of Restricted Stock set forth in Column 2 below if the Recipient's employment or
other business relationship with the Company and/or any Affiliated Entity has
not terminated. The "Vested Portion" of the Award as of any particular date
shall be the cumulative total of all shares for which the repurchase rights,
escrow provisions and restrictions imposed in Sections 8, 9 and 10 below shall
have lapsed as of that date.


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--------------------------------------------------------- ----------------------
              COLUMN 1                                          COLUMN 2
--------------------------------------------------------- ----------------------
                                                            VESTED PORTION OF
           MEASUREMENT DATE                                    THE AWARD
--------------------------------------------------------- ----------------------
One year anniversary of the date of grant                       ________%
--------------------------------------------------------- ----------------------
At the end of each calendar quarter thereafter                  ________%
--------------------------------------------------------- ----------------------

                  (b) Notwithstanding anything to the contrary contained herein
or in the Plan, (i) in the event of a Change in Control, if provision is not
made in the applicable agreements or instruments effecting the Change in Control
to assume the Plan and Award, then, immediately prior to such Change in Control,
this Award, and all portions of the Award that remain outstanding, shall become
fully vested (if not already vested) and (ii) in the event of a Change in
Control if provision is made in the applicable agreements or instruments
effecting the Change in Control to assume the Plan and this Award, then,
immediately prior to such Change in Control this Award and all portions of the
Award that would have vested over the twelve months following the Change in
Control shall become fully vested and each future measurement date in Column 1
of Section 5 above shall be accelerated by twelve months (i.e., the effect of
which is to advance the vesting schedule and provide the recipient with twelve
months of accelerated vesting). The phrase "Change in Control" used but not
otherwise defined herein has the meaning set forth in Article 9 of the Plan.

                  (c) In addition, upon a Change in Control pursuant to Section
8.2 of the Plan, the securities subject to this Award shall be automatically
converted into the right to receive, and thereafter shall constitute, in
accordance with the Plan and this Agreement, the securities, cash and/or other
consideration that a holder of the Company's securities shall be entitled to
receive upon the consummation of the Change of Control.

         6. PURCHASE OF RESTRICTED STOCK. The Award may be purchased, to the
extent not previously purchased, in whole or in part, at any time or from time
to time prior to the expiration or termination of the Award, except that no
Award shall be purchased except in respect to whole shares, and not less than
100 shares may be purchased at one time unless the number purchased is the total
number at the time available for purchase under the terms of the Award. The
Purchase shall be accomplished by providing the Company with written notice in
the form of Exhibit A, which notice shall be irrevocable when delivered and
effective upon payment in full of the Purchase Price in accordance with Section
4 and Section 5.4 of the Plan and any amounts required in accordance with
Section 5.11 of the Plan for withholding taxes, and the satisfaction of all
other conditions to purchase imposed under the Plan.

         7. PAYMENT OF PURCHASE PRICE. Upon any purchase of shares of Restricted
Stock under this Award, the total Purchase Price for the number of shares of
Restricted Stock which are then being purchased and the amount of any federal,
state and local withholding taxes, if any, shall be paid in full to the Company
in cash, or in such other form permitted by applicable law and the Plan as the
Administering Body deems acceptable at the time of purchase.

         8. REPURCHASE OF RESTRICTED STOCK. Until a share of Restricted Stock
vests as set forth in this Agreement, including vesting relating to a Change of
Control under Section 5(b), the Company shall have the right to repurchase from
the Recipient (or his or her legal representative(s), guardian(s) or permitted


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transferee) the unvested shares of Restricted Stock (including any shares
received by the holder with respect to such share of Restricted Stock as a
result of stock dividends, stock splits or other forms of recapitalization)
immediately upon a termination of employment (with or without cause and for any
reason whatsoever) or, if applicable, upon a termination of any other business
relationship (with or without cause and for any reason whatsoever) between the
Recipient and the Company and/or a Affiliated Entity, at the Purchase Price,
increased on an annual basis by seven percent (7%) per annum.

         9. ESCROW. Until a share of Restricted Stock vests, the stock
certificate representing such share of Restricted Stock (together with any
shares received by the holder with respect to such share of Restricted Stock as
a result of stock dividends, stock splits or other forms of recapitalization)
shall be held in escrow in the custody of the Secretary of the Company pursuant
to the Joint Escrow Instructions attached to this Agreement as Annex 2.

         10. RESTRICTIONS. Until a share of Restricted Stock vests,

                  (a) such share of Restricted Stock (including any shares
received by the holder with respect to such share of Restricted Stock as a
result of stock dividends, stock splits or any other forms of recapitalization)
may not be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner;

                  (b) the Recipient shall not be entitled to exercise voting
rights with respect to such share of Restricted Stock (including any shares
received by the holder with respect to such share of Restricted Stock as a
result of stock dividends, stock splits or other forms of recapitalization); and

                  (c) the Recipient shall not be entitled to receive any
dividends and other distributions paid or made with respect to such share of
Restricted Stock, which dividends or other distributions (including any shares
received by the holder with respect to such share of Restricted Stock as a
result of stock dividends, stock splits or other forms of recapitalization)
shall be deposited with the Secretary of the Company pursuant to the Joint
Escrow Instructions provided in Section 9 above.

         11. ACKNOWLEDGMENT REGARDING AWARDS. Recipient hereby represents,
acknowledges, agrees and understands that Recipient has no other Awards or
options with respect to shares of stock or equity in the Company and/or any
Affiliated Entity (including any subsidiaries of the Company), validly granted,
verbally promised or otherwise, prior to the effective date of this Agreement,
except as otherwise described on Exhibit B to this Agreement. Recipient further
acknowledges, agrees and understands that Company is relying on the statements
contained herein with respect to the granting of Awards as provided herein.

         12. NON-TRANSFERABILITY OF AWARD. The Award shall not be transferable
or assignable by the Recipient, other than in accordance with Section 5.9 of the
Plan or by will or the laws of descent and distribution (or as otherwise
permitted by the Administering Body in its sole discretion), and shall be
exercisable during the Recipient's lifetime only by him or her or by his or her
legal representative(s) or guardian(s) or any permitted transferee.

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         13. ADMINISTRATION. The Plan and this Agreement shall be administered
and may be definitively interpreted by the Administering Body, and the Recipient
agrees that the decisions of such Administering Body concerning administration
and interpretation of the Plan and this Agreement shall be final, binding and
conclusive on all persons.

         14. NOTICES. All notices or other communications which are required or
permitted hereunder shall be in writing and sufficient if (i) personally
delivered, (ii) sent by nationally-recognized overnight courier or (iii) sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed as follows: (a) if to Recipient, at the address set forth on the
signature page hereto; or (b) if to the Company, at the address set forth in the
signature page hereto, or in either case, to such other address as the party to
whom notice is to be given may have furnished to each other party in writing in
accordance herewith. Any such communication shall be deemed to have been given
(i) when delivered, if personally delivered, (ii) on the first Business Day (as
hereinafter defined) after dispatch, if sent by nationally-recognized overnight
courier and (iii) on the third Business Day following the date on which the
piece of mail containing such communication is posted, if sent by mail. As used
herein, "Business Day" means a day that is not a Saturday, Sunday or a day on
which banking institutions in the city to which the notice or communication is
to be sent are not required to be open.

         15. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

                            (SIGNATURE PAGE FOLLOWS)





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         IN WITNESS WHEREOF, this Agreement has been executed on behalf of the
Company by its duly authorized officer, and by the Recipient in acceptance of
the above-mentioned Award, subject to the terms and conditions of the Plan and
of this Agreement, all as of the day and year first above written.

                                    COMPANY:

                                    NEW VISUAL CORPORATION


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

                                    Address:   5920 Friars Road
                                               Suite 104
                                               San Diego, California  92108
                                    Telephone No.:  619.692.0333

                                    OPTIONEE:



                                    Name:      _________________________________

                                    Address:   _________________________________
                                               _________________________________
                                               _________________________________
                                    Telephone No.:  ____________________________





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                                    EXHIBIT A
                                    ---------


                               NOTICE OF PURCHASE
                                      UNDER
                        RESTRICTED STOCK AWARD AGREEMENT
                             ISSUED PURSUANT TO THE
                             NEW VISUAL CORPORATION
                            2001 STOCK INCENTIVE PLAN

To:      New Visual Corporation (the "Company")

From:    __________________

Date:    __________________

         Pursuant to the New Visual Corporation 2001 Stock Incentive Plan (the
"Plan") and the Restricted Stock Award Agreement (the "Agreement") (capitalized
terms used without definition herein have the meanings given such terms in the
Agreement or the Plan) between the Company and myself effective
______________________, 20___, I hereby purchase shares of Common Stock as
follows:

--------------------------------------------------------------------------------
Number of shares of Common Stock I desire to purchase under the
Award
--------------------------------------------------------------------------------
Purchase Price per Share                                             $
--------------------------------------------------------------------------------
Total Purchase Price                                                 $
--------------------------------------------------------------------------------
"Vested Portion" of Award (see definition in Section 5 of the
Agreement)
--------------------------------------------------------------------------------
Number of shares I have previously purchased under the Award
--------------------------------------------------------------------------------

         I hereby represent, warrant, and covenant to the Company that:

         a. I am acquiring the Common Stock for my own account, for investment,
and not for distribution or resale, and I will make no transfer of such Common
Stock except in compliance with applicable federal and state securities laws and
in accordance with the provisions of the Plan.

         b. I can bear the economic risk of the investment in the Common Stock
resulting from this purchase, including a total loss of my investment.

         c. I am experienced in business and financial matters and am capable of
(i) evaluating the merits and risks of an investment in the Common Stock; (ii)
making an informed investment decision regarding an investment in the Company;
and (iii) protecting my interests in connection therewith.


<PAGE>

         d. Any subsequent offer for sale or distribution of any of the shares
of Common Stock shall be made only pursuant to (i) a registration statement on
an appropriate form under the Securities Act, which registration statement has
become effective and is current with regard to the shares being offered or sold,
or (ii) a specific exemption from the registration requirements of the
Securities Act, it being understood that to the extent any such exemption is
claimed, I shall, prior to any offer for sale or sale of such shares, obtain a
prior favorable written opinion, in form and substance satisfactory to the
Administering Body, from counsel for or approved by the Administering Body, as
to the applicability of such exemption thereto.

         e. The shares of Common Stock are being sold subject to the terms and
conditions of the Agreement including the repurchase rights, escrow provisions
and restrictions imposed under Sections 8, 9 and 10 therein.

         I acknowledge that I must pay the total Purchase Price in full and make
appropriate arrangements for the payment of all federal, state and local tax
withholdings, if any, due with respect to the shares purchased herein, before
the stock certificate evidencing the shares of Common Stock resulting from this
purchase will be issued to me.

         Attached in full payment of the Purchase Price for the shares purchased
herein is a check no. _____ made payable to the Company in the amount of
$___________________.

         Also attached in full payment of all withholding tax obligations
arising from the shares purchased herein is a check no. _____ made payable to
the Company in the amount of such required withholding, if any.

                                    OPTIONEE:

                                    ____________________________________________
                                    Name:_______________________________________

                                    Address: ___________________________________
                                             ___________________________________
                                             ___________________________________

                                    Telephone No.:______________________________

                                    RECEIVED BY THE COMPANY:

                                    NEW VISUAL CORPORATION


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

                                    Address: ___________________________________
                                             ___________________________________
                                             ___________________________________
                                    Telephone No.:______________________________

                                    Date:_______________________________________






                                      A-2
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                                    EXHIBIT B
                                    ---------

               DESIGNATION OF EXISTING AWARDS GRANTED TO RECIPIENT
                                      UNDER
                        RESTRICTED STOCK AWARD AGREEMENT
                             ISSUED PURSUANT TO THE
                             NEW VISUAL CORPORATION
                            2001 STOCK INCENTIVE PLAN





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                                     ANNEX 1
                                     -------

                                     COPY OF
                             NEW VISUAL CORPORATION
                            2001 STOCK INCENTIVE PLAN

                                 (SEE ATTACHED)



<PAGE>


                                     ANNEX 2
                                     -------

                            JOINT ESCROW INSTRUCTIONS

                                 (SEE ATTACHED)