<PAGE>

                                                                     EXHIBIT 4.4

                                FORM OF DEBENTURE

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
         SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
         STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE
         ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

No.      03-2- (1)                                             US $
         -----------------                                         -------------

                             NEW VISUAL CORPORATION

           7% CONVERTIBLE DEBENTURE SERIES 03-2 DUE __________, 200_(2)

         THIS DEBENTURE is one of a duly authorized issue of up to $2,000,000 in
Debentures of NEW VISUAL CORPORATION, a corporation organized and existing under
the laws of the State of Utah (the "Company") designated as its 7% Convertible
Debentures Series 03-2.

         FOR VALUE RECEIVED, the Company promises to pay to ___________________,
the registered holder hereof (the "Holder"), the principal sum of
___________________ and 00/100 Dollars (US $ ___________________) on
______________, 200_(3) (the "Maturity Date") and to pay interest, on a simple
non-compound basis, on the principal sum outstanding from time to time in
arrears at the rate of 7% per annum, accruing from ______________, 200_(4), the
date of initial issuance of this Debenture (the "Issue Date"), on the date
(each, an "Interest Payment Date") which is the earlier of (i) a Conversion Date
(as defined below) or (ii) the Maturity Date, as the case may be. Accrual of
interest shall commence on the first such business day to occur after the Issue
Date and shall continue to accrue on a daily basis until payment in full of the
principal sum has been made or duly provided for. Additional provisions
regarding the payment of interest are provided in Section 4(D) below (the terms
of which shall govern as if this sentence were not included in this Debenture).



--------

(1)      Insert unique Debenture number for each issuance.
(2)      Insert date which is third anniversary of the relevant Closing Date
(3)      See footnote 2
(4)      Insert the relevant Closing Date.



<PAGE>

         This Debenture is being issued pursuant to the terms of the Securities
Purchase Agreement, dated _____________, 2003 (the "Securities Purchase
Agreement"), to which the Company and the Holder (or the Holder's predecessor in
interest) are parties. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Securities Purchase Agreement.

         This Debenture is subject to the following additional provisions:

         1. The Debentures will initially be issued in denominations determined
by the Company, but are exchangeable for an equal aggregate principal amount of
Debentures of different denominations, as requested by the Holder surrendering
the same. No service charge will be made for such registration or transfer or
exchange.

         2. The Company shall be entitled to withhold from all payments of
principal of, and interest on, this Debenture any amounts required to be
withheld under the applicable provisions of the United States income tax laws or
other applicable laws at the time of such payments, and Holder shall execute and
deliver all required documentation in connection therewith.

         3. This Debenture has been issued subject to investment representations
of the original purchaser hereof and may be transferred or exchanged only in
compliance with the Securities Act of 1933, as amended (the "Act"), and other
applicable state and foreign securities laws and the terms of the Securities
Purchase Agreement. In the event of any proposed transfer of this Debenture, the
Company may require, prior to issuance of a new Debenture in the name of such
other person, that it receive reasonable transfer documentation that is
sufficient to evidence that such proposed transfer complies with the Act and
other applicable state and foreign securities laws and the terms of the
Securities Purchase Agreement. Prior to due presentment for transfer of this
Debenture, the Company and any agent of the Company may treat the person in
whose name this Debenture is duly registered on the Company's Debenture Register
as the owner hereof for the purpose of receiving payment as herein provided and
for all other purposes, whether or not this Debenture be overdue, and neither
the Company nor any such agent shall be affected by notice to the contrary.

         4. A. (i) At any time on or after the Commencement Date (as defined
below) and prior to the time this Debenture is paid in full in accordance with
its terms (including, without limitation, after the Prepayment Date and after
the occurrence of an Event of Default, as those terms are defined below, or, if
the Debenture is not fully paid or converted after the Maturity Date), the
Holder of this Debenture is entitled, at its option, subject to the following
provisions of this Section 4, to convert this Debenture at any time into shares
of Common Stock, $0.001 par value ("Common Stock"), of the Company of the
Company at the Conversion Price (as defined below).

                           (ii) The term "Commencement Date" means the earlier
of (x) the date which is sixty-five (65) days after the Issue Date, or (y)
the Effective Date.

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                           (iii) The term "Conversion Price" means US $0.15
(which amount is subject to adjustment as provided herein).

                           (iv) On the Maturity Date the Company shall pay the
principal and accrued interest (through the actual date of payment) of any
portion of this Debenture which is then outstanding. Notwithstanding the
foregoing, if, but only if, pursuant to the provisions of Section 4(F) hereof,
the Maturity Date is a Mandatory Conversion Date (as defined below), the
provisions of Section 4(F) shall apply in the place and stead of this Section
4(A)(iv).

                  B. Conversion shall be effectuated by faxing a Notice of
Conversion (as defined below) to the Company as provided in this paragraph. The
Notice of Conversion shall be executed by the Holder of this Debenture and shall
evidence such Holder's intention to convert this Debenture or a specified
portion hereof in the form annexed hereto as Exhibit A. If paid in Common Stock
as contemplated hereby, interest accrued or accruing from the Issue Date to the
relevant Interest Payment Date shall be paid in Common Stock at the Conversion
Price applicable as of such Interest Payment Date. No fractional shares of
Common Stock or scrip representing fractions of shares will be issued on
conversion, but the number of shares issuable shall be rounded to the nearest
whole share. The date on which notice of conversion is given (the "Conversion
Date") shall be deemed to be the date on which the Holder faxes or otherwise
delivers the conversion notice ("Notice of Conversion") to the Company so that
it is received by the Company on or before such specified date, provided that,
if such conversion would convert the entire remaining principal of this
Debenture, the Holder shall deliver to the Company the original Debentures being
converted no later than five (5) business days thereafter. Facsimile delivery of
the Notice of Conversion shall be accepted by the Company at facsimile number
(619) 718-7446, Attn: President. Certificates representing Common Stock upon
conversion ("Conversion Certificates") will be delivered to the Holder at the
address specified in the Notice of Conversion (which may be the Holder's address
for notices as contemplated by the Securities Purchase Agreement or a different
address), via express courier, by electronic transfer or otherwise, within five
(5) business days (such fifth business day, the "Delivery Date") after the date
on which the Notice of Conversion is delivered to the Company as contemplated in
this paragraph B, and, if interest is paid by Common Stock, the Interest Payment
Date. The Holder shall be deemed to be the holder of the shares issuable to it
in accordance with the provisions of this Section 4(B) on the Conversion Date.

                  C. Notwithstanding any other provision hereof or of any of the
other Transaction Agreements, in no event (except (i) as specifically provided
herein as an exception to this provision, or (ii) while there is outstanding a
tender offer for any or all of the shares of the Company's Common Stock) shall
the Holder be entitled to convert any portion of this Debenture, or shall the
Company have the obligation to convert such Debenture (and the Company shall not
have the right to pay interest hereon in shares of Common Stock) to the extent
that, after such conversion or issuance of stock in payment of interest, the sum
of (1) the number of shares of Common Stock beneficially owned by the Holder and
its affiliates (other than shares of Common Stock which may be deemed
beneficially owned through the ownership of the unconverted portion of the
Debentures or other convertible securities or of the unexercised portion of
warrants or other rights to purchase Common Stock), and (2) the number of shares
of Common Stock issuable upon the conversion of the Debentures with respect to


                                       3


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which the determination of this proviso is being made, would result in
beneficial ownership by the Holder and its affiliates of more than 4.99% of the
outstanding shares of Common Stock (after taking into account the shares to be
issued to the Holder upon such conversion). For purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, except as otherwise provided in clause (1) of such sentence. The
Holder, by its acceptance of this Debenture, further agrees that if the Holder
transfers or assigns any of the Debentures to a party who or which would not be
considered such an affiliate, such assignment shall be made subject to the
transferee's or assignee's specific agreement to be bound by the provisions of
this Section 4(C) as if such transferee or assignee were the original Holder
hereof. Nothing herein shall preclude the Holder from disposing of a sufficient
number of other shares of Common Stock beneficially owned by the Holder so as to
thereafter permit the continued conversion of this Debenture.

                  D. (i) Subject to the terms of Section 4(C) and to the other
terms of this Section 4(D), interest on the principal amount of this Debenture
converted pursuant to a Notice of Conversion shall be due and payable, at the
option of the Company, in cash or Common Stock on the Interest Payment Date.

                           (ii) If the interest is to be paid in cash, the
Company shall make such payment within three (3) business days of the Interest
Payment Date. If the interest is not paid by such third business day, the
interest must be paid in Common Stock in accordance with the provisions of
Section 4(D)(i) hereof, unless the Holder consents otherwise in each specific
instance.

                           (iii) Notwithstanding the foregoing, the Company's
right to issue shares in payment of such interest is applicable only to the
extent the Holder converts principal of this Debenture as provided herein.

                           (iv) The number of shares of Common Stock to be
issued in payment of such interest shall be determined by dividing the dollar
amount of the interest to be so paid by the Conversion Price on the relevant
Interest Payment Date. Such Common Stock shall be delivered to the Holder, or
per Holder's instructions, on the Delivery Date for the related Conversion
Certificates pursuant to Section 4(B) hereof.

                           (v) If the Company elects to have the interest paid
in cash in connection with a conversion, the Company shall make such payment
within three (3) business days of the Interest Payment Date. If such payment is
not made in cash by such date, it shall be deemed that, subject to the
provisions of Section 4(C) hereof, the Company has elected to pay the interest
in stock.

                  E. (i) Reference is made to the provisions of Section 4(g) of
the Securities Purchase Agreement, the terms of which are incorporated herein by
reference. The Conversion Price and other provisions of this Debenture shall be
adjusted as provided in the applicable provisions of said Section 4(g) of the
Securities Purchase Agreement.

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                           (ii) In addition, and not in lieu of the foregoing,
in the event the provisions of Section 4(g)(ii) of the Securities Purchase
Agreement are applicable (the event giving rise to such applicability, a
"Trigger Event;" it being understood that a Permitted New Transaction, an
Allowed New Transaction or an Excluded New Transaction contemplated by said
Section 4(g) is not a Trigger Event), the Holder may require the Company to
immediately redeem all or any part of the outstanding portion of this Debenture
for an amount equal to the Redemption Amount (as defined below).

                           (iii) The term "Unconverted Debenture" means the
principal amount of this Debenture which has not been converted as of the
relevant date.

                           (iv) The term "Redemption Payment Date" means the
date on which the Company actually pays the Redemption Amount.

                           (v) The term "Redemption Amount" means the amount
equal to:

                                  V                  x                 M
                           -----------------
                                CP

         where:

                  "V" means the principal of an Unconverted Debenture plus any
         accrued but unpaid interest thereon;

                  "CP" means the Conversion Price in effect on the date (the
         "Redemption Notice Date") of the Redemption Notice (as defined below);
         and

                  "M" means the highest closing price per share of the Common
         Stock during the period beginning on the Redemption Notice Date and
         ending on the Redemption Payment Date.

                           (vi) The Holder of an Unconverted Debenture may elect
to redeem a portion of such Unconverted Debenture without electing to
redeem the balance of the Unconverted Debenture. The Holder's option to redeem
all or part of the Unconverted Debenture shall be exercised by the Holder giving
written notice of the exercise of this provision by the Holder (a "Redemption
Notice") at any time after a Trigger Event has occurred. The Redemption Notice
shall specify (a) the date (the "Redemption Due Date") on which the Redemption
Amount shall be paid, which date shall be at least five (5) business days after
the date (a "Redemption Notice Date") on which the Holder Redemption Notice is
given, and (b) the wire instructions for the account to which the Redemption
Amount is to be paid; provided, however, that the Company shall have the right
to accelerate the date of such payment.

                           (vii) If all of the Unconverted Debentures are being
redeemed pursuant to this Section 4(E), then, upon payment in full of the
Redemption Amount for all of the Unconverted Debentures in accordance with the
provisions of this Section 4(E), the Holder shall deliver the Debenture to the
Company marked "paid in full".

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                           (viii) If the Redemption Amount is not timely paid by
the Company, the Redemption Amount computed as of such date will bear
interest at the rate of eighteen percent (18%) or the highest rate allowed by
law, whichever is lower, from the date it was due until and including the date
actually paid. The failure of the Company to timely pay the Redemption Amount
shall be an Event of Default.

                  F. (i) The term "Mandatory Conversion Date" means either (x)
the Maturity Date, if, but only if the Maturity Date Conditions (as defined
below) are met on the Maturity Date, or (y) an Elective Mandatory Conversion
Date (as defined below). On the Mandatory Conversion Date, without further
action by the Holder, the outstanding principal and accrued but unpaid interest
on this Debenture shall be deemed converted into Common Stock at the Conversion
Price in effect on such Mandatory Conversion Date. Any such mandatory conversion
shall be subject to the following terms and conditions of this Section F to the
extent relevant.

                           (ii) So long as

         (x) there is an effective Registration Statement covering the resale of
         the shares issuable on conversion of this Debenture,

         (y) the Company is not in default of any material obligation under any
         of the Transaction Agreements, and

         (z) the Common Stock of the Company, including the Conversion Shares to
         be issued on the Mandatory Conversion Date, are eligible for trading on
         an Acceptable Trading Market (as defined below),

then, if the Bid Price for the Common Stock is more than the Target Price (as
defined below) for each of twenty (20) consecutive Trading Days (the twentieth
of such consecutive Trading Days, the "Target Trading Day"), then the Company
will have the right to give the Holder a written notice (an "Elective Mandatory
Conversion Notice") within five (5) Trading Days after the Target Trading Day.
The Elective Mandatory Conversion Notice shall state that the date specified in
such notice (the "Elective Mandatory Conversion Date"), which date shall not be
no later than sixty (60) days after the Target Trading Day, shall be deemed a
Mandatory Conversion Date.

                           (iii) The term "Target Price" means $1.00 per share,
subject to further adjustment in the same manner as adjustments to the
Conversion Price are made herein

                           (iv) The term "Acceptable Trading Market" means any
of the following: (w) the Over the Counter Bulletin Board Market, (x) the
NASDAQ/SmallCap or National Market, (y) the American Stock Exchange or (z) the
New York Stock Exchange.

                           (v) If the Company gives an Elective Mandatory
Conversion Notice, then, if, but only if, the conditions referred in clauses
(x), (y) and (z) of subparagraph (ii) above are satisfied on the Elective
Mandatory Conversion Date, the conversion contemplated by the Elective Mandatory
Conversion Notice will be effected, subject to the provisions of subparagraph
(vi) below. If any of these conditions is not true on the Elective Mandatory
Conversion Date, the Elective Mandatory Conversion Notice shall be deemed
canceled AB INITIO.

                                       6


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                           (vi) The term "Maturity Date Conditions" means that,
on the Maturity Date, each of the following conditions is satisfied: (x) each
of the conditions referred in clauses (x), (y) and (z) of subparagraph (ii)
above is satisfied, and (y) the Bid Price on each of the ten (10) Trading Days
ending on the Trading Day immediately before the Maturity Date is equal to or
greater than the Conversion Price applicable on such Trading Day.

                           (vii) The provisions of Section 4(C) shall apply on
the Mandatory Conversion Date. If, as a result of such provisions, the
entire Debenture is not converted on the Mandatory Conversion Date, the Company,
without further notice to the Holder, shall be deemed to have timely given one
or more Mandatory Conversion Notices providing for successive Mandatory
Conversion Dates (except that the provisions of subparagraph (v) or (vi), as the
case may be, shall not apply to any such successive Mandatory Conversion Date),
each of which is ten (10) Trading Days after the immediately preceding Mandatory
Conversion Date, until this Debenture is fully converted or paid in full (or
some combination thereof).

                           (viii) After receiving an Elective Mandatory
Conversion Notice, the Holder shall continue to have the right to convert any
outstanding portion of this Debenture in accordance with its terms until it is
fully converted.

                  G. (i) Anything in the other provisions of this Debenture or
any of the other Transaction Agreements to the contrary notwithstanding, if, but
only if, the conditions referred in clauses (x), (y) and (z) of Section 4(F)(ii)
are satisfied on the date of the issuance of the Prepayment Notice and through
the Prepayment Date (as those terms are defined below), the Company shall have
the right to prepay the outstanding principal of this Debenture, together with
all accrued interest thereon, in whole or in part, on the terms and conditions
provided in this Section 4(G).

                           (ii) The Company may give the Holder a written notice
(the "Prepayment Notice") no earlier than the first anniversary of the
Issue Date. The Prepayment Notice shall specify (x) the principal amount of the
Debenture being prepaid by the Company (the "Prepayment Principal Amount"), (y)
the date (the "Prepayment Date"), which shall be not less than forty-five (45)
days after the Prepayment Notice is received by the Holder, on which such
prepayment will be made, and (z) identify the bank (the "Prepayment Bank") where
the Prepayment Funds (as defined below) will be deposited prior to the issuance
of the Confirmation Notice (as defined below).

                           (iii) No later than ten (10) business days prior to
the Prepayment Date, the Company will send a notice (the "Confirmation
Notice") to the Holder that funds (the "Prepayment Funds") equal to the
Prepayment Principal Amount plus all accrued but unpaid interest thereon through
the Prepayment Date have been deposited with the Prepayment Bank, together with
confirmation of such deposit by the Prepayment Bank. The Confirmation Notice
will also include instructions for the method by which the Holder can provide
instructions to the Prepayment Bank to make payment by check or wire, as
specified by the Holder, on the Prepayment Date.

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                           (iv) Even after the issuance of a Prepayment Notice,
the Holder may continue to convert this Debenture as provided in the other
provisions of this Debenture until this Debenture is paid in full. If the Holder
converts any portion of this Debenture after the date of the Prepayment Notice
and prior to the payment of the Prepayment Funds to the Holder, so that the then
outstanding principal of this Debenture is less than the Prepayment Principal
Amount, the Holder shall notify the Prepayment Bank of the then outstanding
principal of this Debenture. The Prepayment Funds will then be adjusted to and
be deemed to be equal such outstanding principal plus all accrued but unpaid
interest thereon through the Prepayment Date.

                           (v) If the Confirmation Notice is not timely given or
if the Prepayment Funds are not timely paid or made available to the
Holder, the Holder will have the option, exercisable at any time prior to the
actual payment of the Prepayment Funds (together with any additional interest
accruing on the Prepayment Principal Amount after the Prepayment Date) to effect
either or both of the following actions: (x) cancellation, ab initio, of the
prepayment contemplated by the Prepayment Notice and (y) cancellation of the
Company's prepayment right under this Section 4(G).

         5. Subject to the terms of the Securities Purchase Agreement, no
provision of this Debenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, and interest on,
this Debenture at the time, place, and rate, and in the coin or currency, herein
prescribed. This Debenture and all other Debentures now or hereafter issued of
similar terms are direct obligations of the Company.

         6. No recourse shall be had for the payment of the principal of, or the
interest on, this Debenture, or for any claim based hereon, or otherwise in
respect hereof, against any incorporator, shareholder, officer or director, as
such, past, present or future, of the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

         7. All payments contemplated hereby to be made "in cash" shall be made
in immediately available good funds of United States of America currency by wire
transfer to an account designated in writing by the Holder to the Company (which
account may be changed by notice similarly given). All payments of cash and each
delivery of shares of Common Stock issuable to the Holder as contemplated hereby
shall be made to the Holder at the address last appearing on the Debenture
Register of the Company as designated in writing by the Holder from time to
time; except that the Holder can designate, by notice to the Company, a
different delivery address for any one or more specific payments or deliveries.

         8. If, for as long as this Debenture remains outstanding, the Company
enters into a merger (other than where the Company is the surviving entity) or
consolidation with another corporation or other entity or a sale or transfer of
all or substantially all of the assets of the Company to another person
(collectively, a "Sale"), the Company will require, in the agreements reflecting
such transaction, that the surviving entity expressly assume the obligations of
the Company hereunder. Notwithstanding the foregoing, if the Company enters into


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a Sale and the holders of the Common Stock are entitled to receive stock,
securities or property in respect of or in exchange for Common Stock, then as a
condition of such Sale, the Company and any such successor, purchaser or
transferee will agree that the Debenture may thereafter be converted on the
terms and subject to the conditions set forth above into the kind and amount of
stock, securities or property receivable upon such merger, consolidation, sale
or transfer by a holder of the number of shares of Common Stock into which this
Debenture might have been converted immediately before such merger,
consolidation, sale or transfer, subject to adjustments which shall be as nearly
equivalent as may be practicable. In the event of any such proposed Sale, (i)
the Holder hereof shall have the right to convert by delivering a Notice of
Conversion to the Company within fifteen (15) days of receipt of notice of such
Sale from the Company, except that Section 4(C) shall not apply to such
conversion.

         9. If, at any time while any portion of this Debenture remains
outstanding, the Company spins off or otherwise divests itself of a part of its
business or operations or disposes of all or of a part of its assets in a
transaction (the "Spin Off") in which the Company, in addition to or in lieu of
any other compensation received and retained by the Company for such business,
operations or assets, causes securities of another entity (the "Spin Off
Securities") to be issued to security holders of the Company, the Company shall
cause (i) to be reserved Spin Off Securities equal to the number thereof which
would have been issued to the Holder had all of the Holder's Debentures
outstanding on the record date (the "Record Date") for determining the amount
and number of Spin Off Securities to be issued to security holders of the
Company (the "Outstanding Debentures") been converted as of the close of
business on the Trading Day immediately before the Record Date (the "Reserved
Spin Off Shares"), and (ii) to be issued to the Holder on the conversion of all
or any of the Outstanding Debentures, such amount of the Reserved Spin Off
Shares equal to (x) the Reserved Spin Off Shares multiplied by (y) a fraction,
of which (I) the numerator is the principal amount of the Outstanding Debentures
then being converted, and (II) the denominator is the principal amount of the
Outstanding Debentures.

         10. If, at any time while any portion of this Debenture remains
outstanding, the Company effectuates a stock split or reverse stock split of its
Common Stock or issues a dividend on its Common Stock consisting of shares of
Common Stock, the Conversion Price and any other amounts calculated as
contemplated hereby or by any of the other Transaction Agreements shall be
equitably adjusted to reflect such action. By way of illustration, and not in
limitation, of the foregoing, (i) if the Company effectuates a 2:1 split of its
Common Stock, thereafter, with respect to any conversion for which the Company
issues shares after the record date of such split, the Conversion Price shall be
deemed to be one-half of what it had been immediately prior to such split; (ii)
if the Company effectuates a 1:10 reverse split of its Common Stock, thereafter,
with respect to any conversion for which the Company issues shares after the
record date of such reverse split, the Conversion Price shall be deemed to be
ten times what it had been calculated to be immediately prior to such split; and
(iii) if the Company declares a stock dividend of one share of Common Stock for
every 10 shares outstanding, thereafter, with respect to any conversion for
which the Company issues shares after the record date of such dividend, the
Conversion Price shall be deemed to be such amount multiplied by a fraction, of
which the numerator is the number of shares (10 in the example) for which a
dividend share will be issued and the denominator is such number of shares plus
the dividend share(s) issuable or issued thereon (11 in the example).

                                       9


<PAGE>

         11. The Holder of the Debenture, by acceptance hereof, agrees that this
Debenture is being acquired for investment and that such Holder will not offer,
sell or otherwise dispose of this Debenture or the shares of Common Stock
issuable upon conversion thereof except under circumstances which will not
result in a violation of the Act or any applicable state Blue Sky or foreign
laws or similar laws relating to the sale of securities.

         12. This Debenture shall be governed by and construed in accordance
with the laws of the State of New York for contracts to be wholly performed in
such state and without giving effect to the principles thereof regarding the
conflict of laws. Each of the parties consents to the exclusive jurisdiction of
the federal courts whose districts encompass any part of the County of New York
or the state courts of the State of New York sitting in the County of New York
in connection with any dispute arising under this Debenture and hereby waives,
to the maximum extent permitted by law, any objection, including any objection
based on FORUM NON COVENIENS, to the bringing of any such proceeding in such
jurisdictions. To the extent determined by such court, the Company shall
reimburse the Holder for any reasonable legal fees and disbursements incurred by
the Holder in enforcement of or protection of any of its rights under any of
this Debenture.

         13. JURY TRIAL WAIVER. The Company and the Holder hereby waive a trial
by jury in any action, proceeding or counterclaim brought by either of the
Parties hereto against the other in respect of any matter arising out of or in
connection with this Debenture.

         14. (i) Prior to a Mandatory Conversion Date, the following shall
constitute an "Event of Default":

                  a.       The Company shall default in the payment of principal
                           or interest on this Debenture or any other amount due
                           hereunder, and, in any such instance, the same shall
                           continue for a period of five (5) business days; or

                  b.       Any of the representations or warranties made by the
                           Company herein, in the Securities Purchase Agreement
                           or any of the other Transaction Agreements or in any
                           certificate or financial or other written statements
                           heretofore or hereafter furnished by the Company in
                           connection with the execution and delivery of this
                           Debenture or the Securities Purchase Agreement shall
                           be false or misleading in any material respect at the
                           time made; or

                  c.       Subject to the terms of the Securities Purchase
                           Agreement, the Company fails to authorize or to cause
                           its Transfer Agent to issue shares of Common Stock
                           upon exercise by the Holder of the conversion rights
                           of the Holder in accordance with the terms of this
                           Debenture (provided, however, that for purposes of
                           this provision, such failure to cause the Transfer
                           Agent to issue such shares shall not be deemed to


                                       10


<PAGE>

                           occur until two (2) business days after the Delivery
                           Date), fails to transfer or to cause its Transfer
                           Agent to transfer any certificate for shares of
                           Common Stock issued to the Holder upon conversion of
                           this Debenture and when required by this Debenture or
                           any other Transaction Agreement, and such transfer is
                           otherwise lawful, or fails to remove any restrictive
                           legend on any certificate or fails to cause its
                           Transfer Agent to remove such restricted legend, in
                           each case where such removal is lawful, as and when
                           required by this Debenture, or any other Transaction
                           Agreement, and any such failure shall continue
                           uncured for ten (10) business days; or

                  d.       The Company shall fail to perform or observe, in any
                           material respect, any other covenant, term,
                           provision, condition, agreement or obligation of any
                           Debenture in this series and such failure shall
                           continue uncured for a period of thirty (30) days
                           after written notice from the Holder of such failure;
                           or

                  e.       The Company shall fail to perform or observe, in any
                           material respect, any covenant, term, provision,
                           condition, agreement or obligation of the Company
                           under any of the Transaction Agreements and such
                           failure shall continue uncured for a period of thirty
                           (30) days after written notice from the Holder of
                           such failure; or

                  f.       The Company shall (1) admit in writing its inability
                           to pay its debts generally as they mature; (2) make
                           an assignment for the benefit of creditors or
                           commence proceedings for its dissolution; or (3)
                           apply for or consent to the appointment of a trustee,
                           liquidator or receiver for its or for a substantial
                           part of its property or business; or

                  g.       A trustee, liquidator or receiver shall be appointed
                           for the Company or for a substantial part of its
                           property or business without its consent and shall
                           not be discharged within sixty (60) days after such
                           appointment; or

                  h.       Any governmental agency or any court of competent
                           jurisdiction at the instance of any governmental
                           agency shall assume custody or control of the whole
                           or any substantial portion of the properties or
                           assets of the Company and shall not be dismissed
                           within sixty (60) days thereafter; or

                  i.       Any money judgment, writ or warrant of attachment, or
                           similar process in excess of Five Hundred Thousand
                           ($500,000) Dollars in the aggregate shall be entered
                           or filed against the Company or any of its properties
                           or other assets and shall remain unpaid, unvacated,
                           unbonded or unstayed for a period of sixty (60) days
                           or in any event later than five (5) days prior to the
                           date of any proposed sale thereunder; or

                                       11


<PAGE>

                  j.       Bankruptcy, reorganization, insolvency or liquidation
                           proceedings or other proceedings for relief under any
                           bankruptcy law or any law for the relief of debtors
                           shall be instituted by or against the Company and, if
                           instituted against the Company, shall not be
                           dismissed within sixty (60) days after such
                           institution or the Company shall by any action or
                           answer approve of, consent to, or acquiesce in any
                           such proceedings or admit the material allegations
                           of, or default in answering a petition filed in any
                           such proceeding; or

                  k.       The Company shall have its Common Stock suspended
                           from trading on, or delisted from, the Principal
                           Trading Market for in excess of ten (10) Trading
                           Days.

                  (ii) After a Mandatory Conversion Date, the term "Event of
Default" shall mean:

                  a.       The Company shall default in the payment of principal
                           or interest on this Debenture or any other amount due
                           hereunder, and, in any such instance, the same shall
                           continue for a period of five (5) business days, but
                           only to the extent that the Company had an obligation
                           to pay such amount to the Holder prior to the
                           Mandatory Conversion Date or based on a notice given
                           by the Holder prior to the Mandatory Conversion Date;
                           or

                  b.       Subject to the terms of the Securities Purchase
                           Agreement, the Company fails to authorize or to cause
                           its Transfer Agent to issue shares of Common Stock
                           upon exercise by the Holder of the conversion rights
                           of the Holder in accordance with the terms of this
                           Debenture (provided, however, that for purposes of
                           this provision, such failure to cause the Transfer
                           Agent to issue such shares shall not be deemed to
                           occur until two (2) business days after the Delivery
                           Date), fails to transfer or to cause its Transfer
                           Agent to transfer any certificate for shares of
                           Common Stock issued to the Holder upon conversion of
                           this Debenture and when required by this Debenture or
                           any other Transaction Agreement, and such transfer is
                           otherwise lawful, or fails to remove any restrictive
                           legend on any certificate or fails to cause its
                           Transfer Agent to remove such restricted legend, in
                           each case where such removal is lawful, as and when
                           required by this Debenture, or any other Transaction
                           Agreement, and any such failure shall continue
                           uncured for ten (10) business days.

                  (iii) If an Event of Default shall have occurred and is
continuing, then, or at any time thereafter, and in each and every such case,
unless such Event of Default shall have been cured or waived in writing by the
Holder (which waiver shall not be deemed to be a waiver of any subsequent
default), at the option of the Holder and in the Holder's sole discretion, the
Holder may consider this Debenture immediately due and payable (and the Maturity
Date shall be accelerated accordingly; the accelerated Maturity Date is referred
to as the "Default Maturity Date"; provided, however, that after the Default
Maturity Date, the Company shall not have the right to give a Mandatory


                                       12


<PAGE>

Conversion Notice and any Mandatory Conversion Notice given before the Default
Maturity Date shall be deemed canceled as of the Default Maturity Date), without
presentment, demand, protest or notice of any kinds, all of which are hereby
expressly waived, anything herein or in any note or other instruments contained
to the contrary notwithstanding, and the Holder may immediately enforce any and
all of the Holder's rights and remedies provided herein or any other rights or
remedies afforded by law, including, but not necessarily limited to, the
equitable remedy of specific performance and injunctive relief. In furtherance
of the foregoing and not in limitation thereof, the Holder will be entitled to
receive payment in cash in full of the outstanding principal and accrued
interest on the Debenture on the Default Maturity Date.

         15. Nothing contained in this Debenture shall be construed as
conferring upon the Holder the right to vote or to receive dividends or to
consent or receive notice as a shareholder in respect of any meeting of
shareholders or any rights whatsoever as a shareholder of the Company, unless
and to the extent converted in accordance with the terms hereof.

                      [Balance of page intentionally blank]



                                       13


<PAGE>

         16. In the event for any reason, any payment by or act of the Company
or the Holder shall result in payment of interest which would exceed the limit
authorized by or be in violation of the law of the jurisdiction applicable to
this Debenture, then IPSO FACTO the obligation of the Company to pay interest or
perform such act or requirement shall be reduced to the limit authorized under
such law, so that in no event shall the Company be obligated to pay any such
interest, perform any such act or be bound by any requirement which would result
in the payment of interest in excess of the limit so authorized. In the event
any payment by or act of the Company shall result in the extraction of a rate of
interest in excess of a sum which is lawfully collectible as interest, then such
amount (to the extent of such excess not returned to the Company) shall, without
further agreement or notice between or by the Company or the Holder, be deemed
applied to the payment of principal, if any, hereunder immediately upon receipt
of such excess funds by the Holder, with the same force and effect as though the
Company had specifically designated such sums to be so applied to principal and
the Holder had agreed to accept such sums as an interest-free prepayment of this
Debenture. If any part of such excess remains after the principal has been paid
in full, whether by the provisions of the preceding sentences of this Section or
otherwise, such excess shall be deemed to be an interest-free loan from the
Company to the Holder, which loan shall be payable immediately upon demand by
the Company. The provisions of this Section shall control every other provision
of this Debenture.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

Dated: _________________, _______

                                            NEW VISUAL CORPORATION

                                            By:_________________________________

                                            ____________________________________
                                            (Print Name)
                                            ____________________________________
                                            (Title)

                                       14


<PAGE>

                                    EXHIBIT A

                             NEW VISUAL CORPORATION

                              NOTICE OF CONVERSION
                                       OF
             7% CONVERTIBLE DEBENTURE SERIES 03-2 DUE ________, 200_
   (To be Executed by the Registered Holder in Order to Convert the Debenture)

TO:      New Visual Corporation                          VIA FAX: (619) 718-7446
         5920 Friars Road, Suite 104                             Attn: President
         San Diego, CA 92108

FROM: _________________________________________________________ ("Holder")

DATE: _______________________________________________ (the "Conversion Date")

RE:      Conversion of $_________________ principal amount (the "Converted
         Debenture") of the 7% Convertible Debenture Series 03-2-_ Due
         _________, 200_ (the "Debenture") of NEW VISUAL CORPORATION (the
         "Company") into ________________________ shares (the "Conversion
         Shares") of Common Stock (defined below)

         The captioned Holder hereby gives notice to the Company, pursuant to
the Debenture of NEW VISUAL CORPORATION that the Holder elects to convert the
Converted Debenture into fully paid and non-assessable shares of Common Stock,
$0.001 par value (the "Common Stock"), of the Company as of the Conversion Date
specified above. Said conversion shall be based on the following Conversion
Price

         _        $________________, representing the original Conversion Price
                  (as defined in the Debenture)

                  $________________, representing the original Conversion Price
                  (as defined in the Debenture), adjusted in accordance with the
                  provisions of the Debenture.



<PAGE>


Based on this Conversion Price, the number of Conversion Shares indicated above
should be issued in the following name(s):

                  Name and Record Address                     Conversion Shares
                  -------------------------------             ---------------
                  -------------------------------             ---------------
                  -------------------------------             ---------------

         It is the intention of the Holder to comply with the provisions of
Section 4(C) of the Debenture regarding certain limits on the Holder's right to
convert thereunder. Based on the analysis on the attached Worksheet Schedule,
the Holder believe this conversion complies with the provisions of said Section
4(C). Nonetheless, to the extent that, pursuant to the conversion effected
hereby, the Holder would have more shares than permitted under said Section,
this notice should be amended and revised, ab initio, to refer to the conversion
which would result in the issuance of shares consistent with such provision. Any
conversion above such amount is hereby deemed void and revoked.

         As contemplated by the Debenture and the Securities Purchase Agreement,
this Notice of Conversion is being sent by facsimile to the telecopier number
and officer indicated above.

         If this Notice of Conversion represents the full conversion of the
outstanding balance of the Converted Debenture, the Holder either (1) has
previously surrendered the Converted Debenture to the Company or (2) will
surrender (or cause to be surrendered) the Converted Debenture to the Company at
the address indicated above by express courier within five (5) business days
after delivery or facsimile transmission of this Notice of Conversion.

         The certificates representing the Conversion Shares should be
transmitted by the Company to the Holder via express courier or by electronic
transfer within the time contemplated by the Debenture and Securities Purchase
Agreement after receipt of this Notice of Conversion (by facsimile transmission
or otherwise) to:

                  -------------------------------------
                  -------------------------------------
                  -------------------------------------



<PAGE>



         As contemplated by the Debenture, the Company should also pay all
accrued but unpaid interest on the Converted Debenture to the Holder.

                           -- If the Company elects to pay such interest in
                  Common Stock, as contemplated by and subject to the provisions
                  of the Debenture, such shares should be issued in the name of
                  the Holder and delivered in the same manner as, and together
                  with, the Conversion Shares.

                           -- If the Company elects or is required to pay the
                  interest paid in cash, such payment should be made by wire
                  transfer as follows:







                                       _____________________________________
                                              (Print name of Holder)

                                       By: _________________________________
                                            (Signature of Authorized Person)

                                       _____________________________________
                                       (Printed Name and Title)




<PAGE>


                              NOTICE OF CONVERSION
                               WORKSHEET SCHEDULE



1. Current Common Stock holdings of Holder and Affiliates          _____________

2. Shares to be issued on current conversion(5)                    _____________

3. Other shares to be issued on other current conversion(s) and

         other current exercise(s)                                 _____________

4. Other shares eligible to be acquired within next 60 days

         without restriction                                       _____________

5. Total [sum of Lines 1 through 4]                                _____________

6. Outstanding shares of Common Stock(6)                           _____________

7. Adjustments to Outstanding

         a. Shares known to Holder as previously issued

             to Holder or others but not included in Line 6        _____________

         b. Shares to be issued per Line(s) 2 and 3                _____________

         c. Total Adjustments [Lines 7a and 7b]                    _____________



----------

(5)      Includes conversion of principal and assumes interest will be paid in
         Common Stock at the Conversion Price.
(6)      Based on latest SEC filing by Company or information provided by
         executive officer of Company, counsel to Company or transfer agent.



<PAGE>


8. Total Adjusted Outstanding [Lines 6 plus 7c]                    _____________



9. Holder's Percentage [Line 5 divided by Line 8]                  ____________%

[Note: Line 9 not to be above 4.99%]