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EXHIBIT 4.2

            CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF
                      SERIES C CONVERTIBLE PREFERRED STOCK
                                       OF
                              NEW VISUAL CORPORATION


         New Visual Corporation, a Utah corporation (the "Company"), hereby
certifies that the following resolution was adopted by the Board of Directors of
the Company as required by Section 16-10a-602 of the Utah Revised Business
Corporation Act (the "Act"). The resolution was adopted by the Board of
Directors at a meeting on May 16, 2003. Shareholder approval was not required.
This amendment decreases the number of shares constituting the Series C
Convertible Preferred Stock of the Company, and alters the preferences,
limitations and rights granted to the Series C Convertible Preferred Stock of
the Company in the Certificate of Designation of such series, dated February 24,
2003. No shares of the Series C Convertible Preferred Stock of the Company have
been issued.

         RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of the Company in accordance with the Articles of
Incorporation, as amended and restated (the "Articles of Incorporation"), the
Board of Directors hereby amends the Certificate of Designation of Series C
Convertible Preferred Stock which was approved by the Board Of Directors on
February 24, 2003, and which created a series of Preferred Stock, par value
$0.01 per share (the "Preferred Stock") of the Company, to provide that the
designation, number of shares, relative rights, preferences and limitations of
such Preferred Stock shall be as follows:

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           CERTIFICATE OF DESIGNATION, NUMBER, POWERS, PREFERENCES AND
           OTHER RIGHTS AND QUALIFICATIONS, LIMITATIONS, RESTRICTIONS
              AND OTHER CHARACTERISTICS OF SERIES C PREFERRED STOCK
                                       OF
                             NEW VISUAL CORPORATION


It is hereby certified that:

1. The name of the corporation is New Visual Corporation [hereinafter called the
"corporation"].

2. The articles of incorporation, as amended, of the corporation authorizes the
issuance of 15,000,000 shares of Preferred Stock, $0.01 par value, and expressly
vests in the Board of Directors of the corporation the authority provided
therein to issue any or all of said shares in one or more series and by
resolution or resolutions, the designation, number, full or limited voting
powers, or the denial of voting powers, preferences and relative, participating,
optional, and other special rights and the qualifications, limitations,
restrictions, and other distinguishing characteristics of each series to be
issued.

3. The Board of Directors of the corporation, pursuant to the authority
expressly vested in it as aforesaid, has adopted the following resolutions
creating a Series C issue of Preferred Stock:

RESOLVED, that the Board of Directors hereby fixes and determines the
designation of the number of shares and the rights, preferences, privileges and
restrictions relating to the Series C Preferred Stock:

         (a) DESIGNATION. The series of Preferred Stock created hereby shall be
designated the Series C Preferred Stock [the "Series C Preferred Stock"].

         (b) AUTHORIZED SHARES. The number of shares of Series C Preferred Stock
shall be 57,894.201 shares.

         (c) LIQUIDATION RIGHTS. In the event of any liquidation, dissolution or
winding up of the corporation, either voluntary or involuntary, after setting
apart or paying in full the preferential amounts due to holders of senior
capital stock, if any, the holders of Series C Preferred Stock shall be entitled
to receive, prior and in preference to any distribution of any of the assets or
surplus funds of the corporation to the holders of junior capital stock,
including Common Stock, an amount equal to $26.37 per share, less an amount
obtained by multiplying that amount by the current principal balance, divided by
the original principal amount [the "Liquidation Preference"]. If upon such
liquidation, dissolution or winding up of the corporation, the assets of the
corporation available for distribution to the holders of the Series C Preferred
Stock shall be insufficient to permit in full the payment of the Liquidation

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Preference, then all such assets of the corporation shall be distributed ratably
among the holders of the Series C Preferred Stock. Neither the consolidation or
merger of the corporation nor the sale, lease or transfer by the corporation of
all or a part of its assets shall be deemed a liquidation, dissolution or
winding up of the corporation for purposes of this Section (c).

         (d) DIVIDENDS. The Series C Preferred Stock shall be not be entitled to
receive any dividends.

         (e) CONVERSION RIGHTS. Each share of Series C Preferred Stock shall be
convertible, at the option of the holder, into 1,000 fully paid and
nonassessable shares of the Company's Common Stock, PROVIDED, HOWEVER, that such
conversion would not violate any applicable federal, state, or local law, rule,
regulation, or any judgment, writ, decree, or order binding upon the Company or
the holder, or any provision of the company's or holder's amended Articles of
Incorporation or Bylaws, nor conflict with or contravene the provisions of any
agreement to which the Company and the holder are Parties or by which they are
bound. The foregoing conversion calculation shall be hereinafter referred to as
the "Conversion Ratio". Said conversion ratio shall be subject to equitable
adjustment at the reasonable discretion of the Board of Directors of the
Corporation in the event of the occurrence of capital events which make such
adjustment appropriate, such as a dividend payable in shares of common stock,
combinations of the common stock, a merger or consolidation, or the like.

         (i) CONVERSION PROCEDURE. The holder shall effect conversions by
surrendering the certificate(s) representing the Series C Preferred Stock to be
converted to the corporation, together with a form of conversion notice
satisfactory to the corporation, which shall be irrevocable. If the holder is
converting less than all of the shares of Series C Preferred Stock represented
by the certificate tendered, the corporation shall promptly deliver to the
holder a new certificate representing the Series C Preferred Stock not
converted. Not later than five [5] trading days after the conversion date, the
corporation will deliver to the holder, (i) a certificate or certificates, which
shall be subject to restrictive legends and trading restrictions required by
law, representing the number of shares of Common Stock being acquired upon the
conversion; PROVIDED, HOWEVER, that the corporation shall not be obligated to
issue such certificates until the Series C Preferred Stock is delivered to the
corporation. If the corporation does not deliver such certificate(s) by the date
required under this paragraph (e)(i), the holder shall be entitled by written
notice to the corporation at any time on or before receipt of such
certificate(s), to rescind such conversion.

         (ii) CONVERSION PENALTY. In the event the corporation breaches its
obligation to timely deliver the Common Stock on conversion, then without
limiting holder's other rights and remedies, the corporation shall pay to the
holder an amount accruing at the rate of $5.00 per day for each such breach for

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each 227,548.54 shares of Common Stock subject to the conversion, with pro rata
payments for amounts less than 227,548.54 shares.

         (iii) ADJUSTMENTS ON STOCK SPLITS, DIVIDENDS AND DISTRIBUTIONS. If the
corporation, at any time while any Series C Preferred Stock is outstanding, (a)
shall pay a stock dividend or otherwise make a distribution or distributions on
shares of its Common Stock payable in shares of its capital stock [whether
payable in shares of its Common Stock or of capital stock of any class], (b)
subdivide outstanding shares of Common Stock into a larger number of shares, (c)
combine outstanding shares of Common Stock into a smaller number of shares, or
(d) issue reclassification of shares of Common Stock any shares of capital stock
of the corporation, the Conversion Ratio shall be adjusted by multiplying the
number of shares of Common Stock issuable by a fraction of which the numerator
shall be the number of shares of Common Stock of the corporation outstanding
after such event and of which the denominator shall be the number of shares of
Common Stock outstanding before such event. Any adjustment made pursuant to this
paragraph (e)(iii) shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or reclassification. Whenever the
Conversion Ratio is adjusted pursuant to this paragraph, the corporation shall
promptly mail to the Holder a notice setting forth the Conversion Ratio after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment.

         (iv) ADJUSTMENTS ON RECLASSIFICATIONS, CONSOLIDATIONS AND MERGERS. In
case of reclassification of the Common Stock, any consolidation or merger of the
corporation with or into another person, the sale or transfer of all or
substantially all of the assets of the corporation or any compulsory share
exchange pursuant to which the Common Stock is converted into other securities,
cash or property, then each holder of Series C Preferred Stock then outstanding
shall have the right thereafter to convert such Series C Preferred Stock only
into the shares of stock and other securities and property receivable upon or
deemed to be held by holders of Common Stock following such reclassification,
consolidation, merger, sale, transfer or share exchange, and the Holder shall be
entitled upon such event to receive such amount of securities or property as the
shares of the Common Stock into which such Series C Preferred Stock could have
been converted immediately prior to such reclassification, consolidation,
merger, sale, transfer or share exchange would have been entitled. The terms of
any such consolidation, merger, sale, transfer or share exchange shall include
such terms so as to continue to give to the Holder the right to receive the
securities or property set forth in this paragraph (e)(iv) upon any conversion
following such consolidation, merger, sale, transfer or share exchange. This
provision shall similarly apply to successive reclassifications, consolidations,
mergers, sales, transfers or share exchanges.

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         (v) FRACTIONAL SHARES; ISSUANCE EXPENSES. Upon a conversion of Series C
Preferred Stock, the corporation shall not be required to issue stock
certificates representing fractions of shares of Common Stock, but shall issue
that number of shares of Common Stock rounded to the nearest whole number. The
issuance of certificates for shares of Common Stock on conversion of Series C
Preferred Stock shall be made without charge to the Holder for any documentary
stamp or similar taxes that may be payable in respect of the issue or delivery
of such certificate, provided that the corporation shall not be required to pay
any tax that may be payable in respect of any transfer involved in the issuance
and delivery of any such certificate upon conversion in a name other than that
of the Holder, and the corporation shall not be required to issue or deliver
such certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the corporation the amount of such tax or shall have
established to the satisfaction of the corporation that such tax has been paid.

         (f) VOTING RIGHTS. Except as otherwise expressly provided herein or as
required by law, the holders of shares of Series C Preferred Stock shall not be
entitled to vote on any matters considered and voted upon by the corporation's
Common Stock. In the event the holders of the Series C Preferred Stock are
entitled to vote on a matter as required by law, the holders shall be entitled
to 1,000 votes per share of Series C Preferred Stock.

         (g) RESERVATION OF SHARES OF COMMON STOCK. The corporation covenants
that it will at all times reserve and keep available out of its authorized and
unissued Common Stock solely for the purpose of issuance upon conversion of
Series C Preferred Stock as herein provided, free from preemptive rights or any
other actual contingent purchase rights of persons other than the holders of
Series C Preferred Stock, such number of shares of Common Stock as shall be
issuable upon the conversion of the outstanding Series C Preferred Stock. If at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the conversion of all outstanding Series C Preferred
Stock, the corporation will take such corporate action necessary to increase its
authorized shares of Common Stock to such number as shall be sufficient for such
purpose. The corporation covenants that all shares of Common Stock that shall be
so issuable shall, upon issue, be duly and validly authorized, issued and fully
paid and nonassessable.

         (h) NO REISSUANCE OF SERIES C PREFERRED STOCK. No shares of the Series
C Preferred Stock acquired by the corporation by reason of redemption, purchase,
conversion or otherwise shall be reissued, and all such shares shall be
cancelled, retired and eliminated from the shares of capital stock which the
corporation shall be authorized to issue.

         (i) MANDATORY REDEMPTION. There shall be no mandatory redemption.

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and be it further

RESOLVED, that the statements contained in the foregoing resolutions creating
and designating the Series C Preferred Stock and fixing the number, voting
powers, preferences and relative, participating, optional, and other special
rights and the qualifications, limitations, restrictions, and other
distinguishing characteristics thereof, upon the effective date of such series,
be deemed to be included in and be a part of the articles of incorporation of
the corporation pursuant to the provisions of Section(s) 16-10a-602 and
16-10a-1002 of the Business Corporation Act of the State of Utah.



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         IN WITNESS WHEREOF, the undersigned has executed this Certificate on
May 15, 2003.




/s/ Brad Ketch
Brad Ketch
Chief Executive Officer


Attest:



/s/ C. Rich Wilson III
C. Rich Wilson III