<PAGE>

EXHIBIT 14.1

                             NEW VISUAL CORPORATION

                  CODE OF ETHICS FOR SENIOR EXECUTIVE OFFICERS
                                      AND
                           SENIOR FINANCIAL OFFICERS

This Code of Ethics applies to New Visual Corporation's Chief Executive Officer,
President, Chief Financial Officer and Controller (and others performing similar
senior executive and financial functions at New Visual from time to time in the
future). New Visual expects all of its employees to act in accordance with the
highest standards of professional integrity in all aspects of their business
activities, to comply with all applicable laws, rules and regulations, to deter
wrongdoing and abide by all policies and procedures adopted by New Visual that
govern the conduct of its employees. But because of your leadership positions,
you are setting an example for the rest of our employees and are expected to
comply with this Code of Ethics to foster a culture of integrity and honesty in
all of our dealings.

Accordingly, you agree to:

1.   Engage in and promote honest and ethical conduct, including the ethical
     handling of actual or apparent conflicts of interest between personal and
     professional relationships;

2.   Avoid conflicts of interest and disclose to the Audit Committee of the
     Board of Directors in advance any transaction or relationship that
     reasonably could be expected to give rise to such a conflict;

3.   Take all reasonable measures to protect the confidentiality of non-public
     information about New Visual or its subsidiaries obtained or created in
     connection with your activities and prevent the unauthorized disclosure of
     such information unless required by applicable law or regulation or legal
     or regulatory process, and refrain from using such confidential information
     for personal advantage;

4.   Take all reasonable measures to achieve responsible use of and control over
     New Visual's assets and resources.

5.   Promote full, fair, accurate, timely and understandable disclosure in
     reports and documents that New Visual or its subsidiaries files with, or
     submits to, the Securities and Exchange Commission and other regulators and
     in other public communications made by New Visual.

6.   Comply with New Visual's policies and procedures.

7.   Act in good faith, responsibly, with due care, competence, diligence, and
     without knowingly misrepresenting material facts or allowing your better
     judgment to be subordinated.

8.   Comply with applicable governmental laws, rules and regulations, as well as
     the rules and regulations of The Nasdaq Stock Market (including the
     over-the-counter Bulletin Board) and/or any other self-regulatory
     organizations of which New Visual is a member; and

9.   Promptly report any possible violation of this Code of Ethics to the Audit
     Committee of the Board of Directors.

10.  Make every effort to cooperate with New Visual's internal auditor and
     independent auditors.

You understand that you will be held accountable for your adherence to this Code
of Ethics. Your failure to observe the terms of this Code of Ethics may result
in disciplinary action, up to and including termination of employment.
Violations of this Code of Ethics may also constitute violations of law and may
result in civil and criminal penalties for you, your supervisors and New Visual.

If you have any questions regarding the best course of action in a particular
situation, you should promptly contact any member of the Audit Committee or New
Visual's outside legal counsel.

YOUR PERSONAL COMMITMENT TO THE NEW VISUAL CORPORATION CODE OF ETHICS FOR SENIOR
EXECUTIVE OFFICERS AND SENIOR FINANCIAL OFFICERS



I acknowledge that I have received and read the Code of Ethics for Senior
Executive Officers and Senior Financial Officers of New Visual Corporation, and
understand my obligations to comply with the Code of Ethics.

I understand that my agreement to comply with the Code of Ethics does not
constitute a contract of my employment.

Please sign here: ___________________________ Date:_____________

Please print your name: ____________________________