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                                                                    EXHIBIT 10.4












                             NEW VISUAL CORPORATION


                           2003 CONSULTANT STOCK PLAN















                       ADOPTED EFFECTIVE JANUARY 30, 2003

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                             NEW VISUAL CORPORATION

                           2003 CONSULTANT STOCK PLAN

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1.       PURPOSE OF PLAN

The Company has adopted this Plan to promote the interests of the Company, its
Affiliated Entities and its stockholders by using investment interests in the
Company to attract, retain and motivate certain outside consultants, to
encourage and reward such persons' contributions to the performance of the
Company and to align their interests with the interests of the Company's
stockholders. The Company's employees, officers and directors shall not be
eligible to receive Awards under this Plan. Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in Article 9.

2.       EFFECTIVE DATE AND TERM OF PLAN

         2.1. TERM OF PLAN. This Plan became effective as of the Effective Date
and shall continue in effect until the Expiration Date, at which time this Plan
shall automatically terminate.

         2.2. EFFECT ON AWARDS. No Awards may be granted after the Plan Term.
Notwithstanding the foregoing, each Award properly granted under this Plan
during the Plan Term shall remain in effect after termination of this Plan until
such Award has been exercised, terminated or expired, as applicable, in
accordance with its terms and the terms of this Plan.

3.       SHARES SUBJECT TO PLAN

         3.1. NUMBER OF SHARES. The maximum number of shares of Common Stock
reserved and available for issuance under this Plan shall be 6,000,000 subject
to adjustment as set forth in Section 3.4.

         3.2. SOURCE OF SHARES. The Common Stock to be issued under this Plan
will be made available, at the discretion of the Board, either from authorized
but unissued shares of Common Stock or from previously issued shares of Common
Stock reacquired by the Company, including without limitation, shares purchased
on the open market.

         3.3. AVAILABILITY OF UNUSED SHARES. Shares of Common Stock underlying
unexercised, unearned or yet-to-be acquired portions of any Award granted under
this Plan that expire, terminate or are canceled, and shares of Common Stock
issued pursuant to Awards under this Plan that are reacquired by the Company
pursuant to the terms under which such shares were issued, will again become
available for the grant of further Awards under this Plan.

         3.4. ADJUSTMENT PROVISIONS.

                  (a) If (i) the outstanding shares of Common Stock of the
         Company are increased, decreased or exchanged for a different number or
         kind of shares or other securities, or if additional shares or new or
         different shares or other securities are distributed in respect of such
         shares of Common Stock (or any stock or securities received with
         respect to such Common Stock), through merger, consolidation, sale or
         exchange of all or substantially all of the assets of the Company,
         reorganization, recapitalization, reclassification, stock dividend,


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         stock split, reverse stock split, spin-off or other distribution with
         respect to such shares of Common Stock (or any stock or securities
         received with respect to such Common Stock), or (ii) the value of the
         outstanding shares of Common Stock of the Company is reduced by reason
         of an extraordinary cash dividend, an appropriate and proportionate
         adjustment may be made in (1) the maximum number and kind of shares or
         securities available for issuance under this Plan, (2) the number and
         kind of shares or other securities that can be granted to any one
         individual Recipient under his or her Awards, (3) the number and kind
         of shares or other securities subject to then outstanding Awards under
         this Plan, and/or (4) the price for each share or other unit of any
         other securities subject to then outstanding Awards under this Plan,
         without changing the aggregate exercise price (i.e., the exercise price
         multiplied by the number of securities comprising such Awards) as to
         which such Awards remain exercisable.

                  (b) No fractional interests will be issued under this Plan
         resulting from any adjustments, but the Administering Body, in its sole
         discretion, may make a cash payment in lieu of any fractional shares of
         Common Stock issuable as a result of such adjustments.

                  (c) To the extent any adjustments relate to stock or
         securities of the Company, such adjustments shall be made by the
         Administering Body, whose determination in that respect shall be final,
         binding and conclusive.

                  (d) The grant of Awards pursuant to this Plan shall not affect
         in any way the right or power of the Company to make adjustments,
         reclassifications, reorganizations or changes of its capital or
         business structure or to merge or to consolidate or to dissolve,
         liquidate or sell, or transfer all or any part of its business or
         assets.

4.       ADMINISTRATION OF PLAN

         4.1.     ADMINISTERING BODY.

                  (a) This Plan shall be administered by the Board or by the
         Stock Plan Committee of the Board appointed pursuant to Section 4.1(b).
         The Stock Plan Committee may (but is not required to be), in the
         discretion of the Board, the same as the compensation committee of the
         Board.

                  (b) (i) The Board in its sole discretion may from time to time
                  appoint a Stock Plan Committee of not less than two (2) Board
                  members to administer this Plan and, subject to applicable
                  law, to exercise all of the powers, authority and discretion
                  of the Board under this Plan. The Board may from time to time
                  increase or decrease (but not below two (2)) the number of
                  members of the Stock Plan Committee, remove from membership on
                  the Stock Plan Committee all or any portion of its members,
                  and/or appoint such person or persons as it desires to fill
                  any vacancy existing on the Stock Plan Committee, whether
                  caused by removal, resignation or otherwise. The Board may
                  disband the Stock Plan Committee at any time and thereby
                  revest in the Board the administration of this Plan.

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                           (ii) The Stock Plan Committee shall report to the
                  Board the names of Consultants granted Awards, the precise
                  type of Award granted, the number of shares of Common Stock
                  issuable pursuant to such Award and the terms and conditions
                  of each such Award.

         4.2.     AUTHORITY OF ADMINISTERING BODY.

                  (a) Subject to the express provisions of this Plan, the
         Administering Body shall have the power to interpret and construe this
         Plan and any agreements or other documents defining the rights and
         obligations of the Company and such Consultants who have been granted
         Awards hereunder and thereunder, to determine all questions arising
         hereunder and thereunder, to adopt and amend such rules and regulations
         for the administration hereof and thereof as it may deem desirable, and
         otherwise to carry out the terms of this Plan and such agreements and
         other documents. The interpretation and construction by the
         Administering Body of any provisions of this Plan or of any Award shall
         be conclusive and binding. Any action taken by, or inaction of, the
         Administering Body relating to this Plan or any Award shall be within
         the absolute discretion of the Administering Body and shall be
         conclusive and binding upon all persons. Subject only to compliance
         with the express provisions hereof, the Administering Body may act in
         its absolute discretion in matters related to this Plan and any and all
         Awards.

                  (b) Subject to the express provisions of this Plan, the
         Administering Body may from time to time, in its discretion, select the
         Consultants to whom, and the time or times at which, such Awards shall
         be granted, the nature of each Award, the number of shares of Common
         Stock that comprise or underlie each Award, the period for the purchase
         or exercise of each Award, as applicable, the Performance Criteria
         applicable to the Award, if any, and such other terms and conditions
         applicable to each individual Award as the Administering Body shall
         determine. The Administering Body may grant, at any time, new Awards to
         a Consultant who has previously received Awards whether such prior
         Awards are still outstanding, have previously been canceled, disposed
         of or exercised as a whole or in part, as applicable, or are canceled
         in connection with the issuance of new Awards. The Administering Body
         may grant Awards singly, in combination or in tandem with other Awards,
         as it determines in its discretion. Any and all terms and conditions of
         the Awards, including the purchase or exercise price, as the case may
         be, may be established by the Administering Body without regard to
         existing Awards.

                  (c) Any action of the Administering Body with respect to the
         administration of this Plan shall be taken pursuant to a majority vote
         of the authorized number of members of the Administering Body or by the
         unanimous written consent of its members; PROVIDED, HOWEVER, that (i)
         if the Administering Body is the Stock Plan Committee and consists of
         two (2) members, then actions of the Administering Body must be
         unanimous and (ii) if the Administering Body is the Board, actions
         taken at a meeting of the Board shall be valid if approved by directors
         constituting a majority of the required quorum for such meeting.

         4.3. ELIGIBILITY. Only Consultants shall be eligible to receive Awards
under this Plan as shall be selected from time to time by the Administering
Body, in its sole and absolute discretion.

         4.4. NO LIABILITY. No member of the Board or the Stock Plan Committee
or any designee thereof will be liable for any action or inaction with respect
to this Plan or any Award or any transaction arising under this Plan or any
Award, except in circumstances constituting bad faith of such member.

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         4.5.     AMENDMENTS.

                  (a) The Administering Body may, insofar as permitted by
         applicable law, rule or regulation, from time to time suspend or
         discontinue this Plan or revise or amend it in any respect whatsoever,
         and this Plan as so revised or amended will govern all Awards
         hereunder, including those granted before such revision or amendment;
         PROVIDED, HOWEVER, that no such revision or amendment shall alter,
         impair or diminish any rights or obligations under any Award previously
         granted under this Plan, without the written consent of the Recipient.
         Without limiting the generality of the foregoing, the Administering
         Body is authorized to amend this Plan to comply with or take advantage
         of amendments to applicable laws, rules or regulations, including
         amendments to the Securities Act, Exchange Act or the IRC or any rules
         or regulations promulgated thereunder. No stockholder approval of any
         amendment or revision shall be required unless (i) such approval is
         required by applicable law, rule or regulation or (ii) an amendment or
         revision to this Plan is required by any stock exchange or automated
         quotation system then listing the shares of Common Stock.

                  (b) The Administering Body may, with the written consent of a
         Recipient, make such modifications in the terms and conditions of an
         Award as it deems advisable. Without limiting the generality of the
         foregoing, the Administering Body may, in its discretion with the
         written consent of Recipient, at any time and from time to time after
         the grant of any Award (i) accelerate or extend the vesting or exercise
         period of any Award as a whole or in part and (ii) adjust or reduce the
         purchase or exercise price, as applicable, of Awards held by such
         Recipient by cancellation of such Awards and granting of Awards at
         lower purchase or exercise prices or by modification, extension or
         renewal of such Awards.

                  (c) Except as otherwise provided in this Plan or in the
         applicable Award Agreement, no amendment, revision, suspension or
         termination of this Plan will, without the written consent of the
         Recipient, alter, terminate, impair or adversely affect any right or
         obligation under any Award previously granted under this Plan.

         4.6. OTHER COMPENSATION PLANS. The adoption of this Plan shall not
affect any other stock option, securities purchase, incentive or other
compensation plans in effect for the Company, and this Plan shall not preclude
the Company from establishing any other forms of incentive or other compensation
for Employees, Directors, Consultants or others, whether or not approved by
stockholders.

         4.7. PLAN BINDING ON SUCCESSORS. This Plan shall be binding upon the
successors and assigns of the Company.

         4.8. REFERENCES TO SUCCESSOR STATUTES, REGULATIONS AND RULES. Any
reference in this Plan to a particular statute, regulation or rule shall also
refer to any successor provision of such statute, regulation or rule.

         4.9. INVALID PROVISIONS. In the event that any provision of this Plan
is found to be invalid or otherwise unenforceable under any applicable law, such
invalidity or unenforceability shall not be construed as rendering any other
provisions contained herein invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the
invalid and unenforceable provision were not contained herein.

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         4.10. GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the internal laws of the State of Utah, without
giving effect to the principles of the conflicts of laws thereof.

5.       GENERAL AWARD PROVISIONS

         5.1.     PARTICIPATION IN THE PLAN.

                  (a) A person shall be eligible to receive Award grants under
         this Plan if, at the time of the grant of such Award, such person is a
         Consultant.

                  (b) Notwithstanding anything to the contrary herein, the
         Administering Body may, in order to fulfill the purposes of this Plan,
         modify grants of Awards to Recipients who are foreign nationals or
         employed outside of the United States to recognize differences in
         applicable law, tax policy or local custom.

         5.2.     AWARD AGREEMENTS.

                  (a) Each Award granted under this Plan shall be evidenced by
         an Award Agreement, which shall be duly executed on behalf of the
         Company and by the Recipient or, in the Administering Body's
         discretion, a confirming memorandum issued by the Company to the
         Recipient setting forth such terms and conditions applicable to such
         Award as the Administering Body may in its discretion determine. Award
         Agreements may but need not be identical and shall comply with and be
         subject to the terms and conditions of this Plan, a copy of which shall
         be provided to each Recipient and incorporated by reference into each
         Award Agreement. Any Award Agreement may contain such other terms,
         provisions and conditions not inconsistent with this Plan as may be
         determined by the Administering Body.

                  (b) In case of any conflict between this Plan and any Award
         Agreement, this Plan shall control.

                  (c) In consideration of the granting of an Award under the
         Plan, if requested by the Company, the Recipient shall agree, in the
         Award Agreement, to consult for the Company or any Affiliated Entity
         for a period of at least one (1) year (or such shorter period as may be
         fixed in the Award Agreement or by action of the Administering Body
         following grant of the Award) after the Award is granted.

         5.3. EXERCISE OF AWARDS. No Award granted hereunder shall be issuable
or exercisable except in respect of whole shares, and fractional share interests
shall be disregarded. An Award shall be deemed to be claimed or exercised when
the Secretary or other designated official of the Company receives appropriate
written notice, on such form acceptable to the Company, from the Recipient,
together with payment of the applicable purchase or exercise price made in
accordance with the Award Agreement and any amounts required under Section 5.11.
Notwithstanding any other provision of this Plan, the Administering Body may
impose, by rule and/or in Award Agreements, such conditions upon the exercise of
Awards (including without limitation conditions limiting the time of exercise to
specified periods) as may be required to satisfy applicable regulatory
requirements, including without limitation Rule 16b-3 and Rule 10b-5 under the
Exchange Act, and any amounts required under Section 5.11 or other applicable
section of or regulation under the IRC.

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         5.4.     PAYMENT FOR AWARDS.

                  (a) Awards requiring payment of a purchase or exercise price
         shall be payable upon the exercise of such Award pursuant to any Award
         granted hereunder by delivery of legal tender of the United States or
         payment of such other consideration as the Administering Body may from
         time to time deem acceptable in any particular instance.

                  (b) The Company may assist any person to whom Awards are
         granted hereunder in the payment of the exercise price or other amounts
         payable in connection with the receipt or exercise of such Award, by
         lending such amounts to such person on such terms and at such rates of
         interest and upon such security (if any) as shall be approved by the
         Administering Body.

                  (c) In the discretion of the Administering Body, payments for
         purchase or exercise of Awards may be by matured capital stock of the
         Company (i.e., owned longer than six (6) months) delivered in transfer
         to the Company by or on behalf of the person exercising the Award and
         duly endorsed in blank or accompanied by stock powers duly endorsed in
         blank, with signatures guaranteed in accordance with the Exchange Act
         if required by the Administering Body (valued at Fair Market Value as
         of the exercise date), or such other consideration as the Administering
         Body may from time to time in the exercise of its discretion deem
         acceptable in any particular instance; PROVIDED, HOWEVER, that the
         Administering Body may, in the exercise of its discretion, (i) allow
         exercise of Stock Options in a broker-assisted or similar transaction
         in which the exercise price is not received by the Company until
         promptly after exercise, and/or (ii) allow the Company to loan the
         applicable purchase or exercise price to the Recipient, if the purchase
         or exercise will be followed by a prompt sale of some or all of the
         underlying shares and a portion of the sale proceeds is dedicated to
         full payment of the purchase or exercise price and amounts required
         pursuant to Section 5.11.

         5.5. NO CONTINUING RIGHTS. Nothing contained in this Plan (or in any
Award Agreement or in any other agreement or document related to this Plan or to
Awards granted hereunder) shall confer upon any Consultant or Recipient any
right to continue as a Consultant to the Company or any Affiliated Entity or
constitute any contract or agreement of engagement, or interfere in any way with
the right of the Company or any Affiliated Entity to reduce such person's
compensation or other benefits or to terminate the engagement of such Consultant
or Recipient, with or without cause. Except as expressly provided in this Plan
or in any Award Agreement pursuant to this Plan, the Company shall have the
right to deal with each Recipient in the same manner as if this Plan and any
such Award Agreement did not exist, including without limitation with respect to
all matters related to the hiring, retention, discharge, compensation and
conditions of the engagement of the Recipient. Any questions as to whether and
when there has been a termination of a Recipient's engagement, the reason (if
any) for such termination, and/or the consequences thereof under the terms of
this Plan or any statement evidencing the grant of Awards pursuant to this Plan
shall be determined by the Administering Body, and the Administering Body's
determination thereof shall be final and binding.

         5.6.     RESTRICTIONS UNDER APPLICABLE LAWS AND REGULATIONS.

                  (a) All Awards granted under this Plan shall be subject to the
         requirement that, if at any time the Company shall determine, in its
         discretion, that the listing, registration or qualification of the
         shares subject to any such Award granted under this Plan upon any
         securities exchange or under any federal, state or foreign law, or the
         consent or approval of any government regulatory body, is necessary or


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         desirable as a condition of, or in connection with, the granting of
         such Awards or the issuance, if any, or purchase of shares in
         connection therewith, such Awards may not be granted or exercised as a
         whole or in part unless and until such listing, registration,
         qualification, consent or approval shall have been effected or obtained
         free of any conditions not acceptable to the Company. During the term
         of this Plan, the Company will use reasonable efforts to seek to obtain
         from the appropriate regulatory agencies any requisite qualifications,
         consents, approvals or authorizations in order to issue and sell such
         number of shares of its Common Stock as shall be sufficient to satisfy
         the requirements of this Plan. The inability of the Company to obtain
         from any such regulatory agency having jurisdiction thereof the
         qualifications, consents, approvals or authorizations deemed by the
         Company to be necessary for the lawful issuance and sale of any shares
         of its Common Stock hereunder shall relieve the Company of any
         liability in respect of the nonissuance or sale of such stock as to
         which such requisite authorization shall not have been obtained.

                  (b) The Company shall be under no obligation to register or
         qualify the issuance of Awards or underlying shares of Common Stock
         under the Securities Act or applicable state securities laws. Unless
         the shares of Common Stock applicable to any such Award have been
         registered under the Securities Act and qualified or registered under
         applicable state securities laws, the Company shall be under no
         obligation to issue any shares of Common Stock covered by any Award
         unless the Award and underlying shares of Common Stock, as applicable,
         may be issued pursuant to applicable exemptions from such registration
         or qualification requirements. In connection with any such exempt
         issuance, the Administering Body may require the Recipient to provide a
         written representation and undertaking to the Company, satisfactory in
         form and scope to the Company and upon which the Company may reasonably
         rely, that such Recipient is acquiring such securities for his or her
         own account as an investment and not with a view to, or for sale in
         connection with, the distribution of any such shares of stock, and that
         such person will make no transfer of the same except in compliance with
         any rules and regulations in force at the time of such transfer under
         the Securities Act and other applicable law, and that if shares of
         stock are issued without such registration, a legend to this effect
         (together with any other legends deemed appropriate by the
         Administering Body) may be endorsed upon the securities so issued. The
         Company may also order its transfer agent to stop transfers of such
         securities. The Administering Body may also require the Recipient to
         provide the Company such information and other documents as the
         Administering Body may request in order to satisfy the Administering
         Body as to the investment sophistication and experience of the
         Recipient and as to any other conditions for compliance with any such
         exemptions from registration or qualification.

         5.7. ADDITIONAL CONDITIONS. Any Award may also be subject to such other
provisions (whether or not applicable to any other Award or Consultant) as the
Administering Body determines appropriate including without limitation (a)
provisions to assist the Recipient in financing the purchase of Common Stock
issuable as a result of such Award, (b) provisions for the forfeiture of or
restrictions on resale or other disposition of shares of Common Stock acquired
under any form of benefit, (c) provisions giving the Company the right to
repurchase shares of Common Stock acquired under any form of benefit in the
event the Recipient elects to dispose of such shares, and (d) provisions to
comply with federal and state securities laws and federal and state income tax
withholding requirements.

         5.8. NO PRIVILEGES OF STOCK OWNERSHIP. Except as otherwise set forth
herein, a Recipient shall have no rights as a stockholder with respect to any
shares issuable or issued in connection with an Award until the date of the
receipt by the Company of all amounts payable in connection with the purchase or
exercise, as applicable, of the Award, the satisfaction or waiver of all
applicable Performance Criteria and performance by the Recipient of all
obligations applicable thereto. Status as a Consultant shall not be construed as


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a commitment that any Award will be granted under this Plan to a Consultant or
to Consultants generally. No person shall have any right, title or interest in
any fund or in any specific asset (including shares of capital stock) of the
Company by reason of any Award granted hereunder. Neither this Plan (nor any
documents related hereto) nor any action taken pursuant hereto (or thereto)
shall be construed to create a trust of any kind or a fiduciary relationship
between the Company and any Person. To the extent that any Person acquires a
right to receive Awards hereunder, such right shall be no greater than the right
of any unsecured general creditor of the Company.

         5.9.     NON-TRANSFERABLE.

                  (a) No Award under the Plan may be sold, pledged, assigned or
         transferred in any manner other than by will or the laws of descent and
         distribution or, subject to the consent of the Administering Body,
         pursuant to a DRO, unless and until such Award has been exercised, or
         the shares underlying such Award have been issued, and all restrictions
         applicable to such shares have lapsed. No Award or interest or right
         therein shall be subject to liability for the debts, contracts or
         engagements of the Recipient or his or her successors in interest or
         shall be subject to disposition by transfer, alienation, anticipation,
         pledge, encumbrance, assignment or any other means whether such
         disposition be voluntary or involuntary or by operation of law by
         judgment, levy, attachment, garnishment or any other legal or equitable
         proceedings (including bankruptcy), and any attempted disposition
         thereof shall be null and void and of no effect, except to the extent
         that such disposition is permitted by the preceding sentence.

                  (b) During the lifetime of the Recipient, only he or she may
         exercise an Option or other Award (or any portion thereof) granted to
         him or her under the Plan, unless it has been disposed of with the
         consent of the Administering Body pursuant to a DRO. After the death of
         the Recipient, any exercisable portion of an Option or other Award may,
         prior to the time when such portion becomes unexercisable under the
         Plan or the applicable Award Agreement, be exercised by his personal
         representative or by any person empowered to do so under the deceased
         Recipient's will or under the then applicable laws of descent and
         distribution.

         5.10.    INFORMATION TO RECIPIENTS.

                  (a) The Administering Body in its sole discretion shall
         determine what, if any, financial and other information shall be
         provided to Recipients and when such financial and other information
         shall be provided after giving consideration to applicable federal and
         state laws, rules and regulations, including without limitation
         applicable federal and state securities laws, rules and regulations.

                  (b) The furnishing of financial and other information that is
         confidential to the Company shall be subject to the Recipient's
         agreement that the Recipient shall maintain the confidentiality of such
         financial and other information, shall not disclose such information to
         third parties, and shall not use the information for any purpose other
         than evaluating an investment in the Company's securities under this
         Plan. The Administering Body may impose other restrictions on the
         access to and use of such confidential information and may require a
         Recipient to acknowledge the Recipient's obligations under this Section
         5.10(b) (which acknowledgment shall not be a condition to the
         Recipient's obligations under this Section 5.10(b)).

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         5.11. WITHHOLDING TAXES. Whenever the granting, vesting or exercise of
any Award granted under this Plan, or the transfer of any shares issued upon
exercise of any Award, gives rise to tax or tax withholding liabilities or
obligations, the Administering Body shall have the right to require the
Recipient to remit to the Company an amount sufficient to satisfy any federal,
state and local withholding tax requirements prior to issuance of such shares.
The Administering Body may, in the exercise of its discretion, allow
satisfaction of tax withholding requirements by accepting delivery of stock of
the Company (or by withholding a portion of the stock otherwise issuable in
connection with such Awards).

         5.12. LEGENDS ON COMMON STOCK CERTIFICATES. Each certificate
representing shares acquired as a result of any Award granted hereunder shall be
endorsed with all legends, if any, required by applicable federal and state
securities and other laws to be placed on the certificate. The determination of
which legends, if any, shall be placed upon such certificates shall be made by
the Administering Body in its sole discretion and such decision shall be final
and binding.

         5.13.    EFFECT OF TERMINATION OF ENGAGEMENT ON AWARDS.

                  (a) TERMINATION. Subject to Section 5.13(b), and except as
         otherwise provided in a written agreement between the Company and the
         Recipient, which may be entered into at any time before or after
         termination of engagement of the Recipient, in the event of the
         termination of any Recipient's engagement, all of the Recipient's
         unvested Awards shall terminate and all of the Recipient's unexercised
         Awards shall expire and become unexercisable as of the earlier of (A)
         the date such Awards would have expired in accordance with their terms
         had the Recipient remained engaged by the Company and (B)(i) six (6)
         months after Recipient's engagement is terminated as a result of death
         or Permanent Disability and (ii) ninety (90) days after Recipient's
         engagement is terminated for any other reason.

                  (b) ALTERATION OF VESTING AND EXERCISE PERIODS.
         Notwithstanding anything to the contrary in Section 5.13(a), the
         Administering Body may, in its discretion, designate shorter or longer
         periods to claim or otherwise exercise Awards following a Recipient's
         termination of engagement; PROVIDED, HOWEVER, that any shorter periods
         determined by the Administering Body shall be effective only if
         provided for in the instrument that evidences the grant to the
         Recipient of such Award or if such shorter period is agreed to in
         writing by the Recipient. Notwithstanding anything to the contrary
         herein, awards shall be claimed or exercisable by a Recipient following
         such Recipient's termination of engagement only to the extent that the
         installments thereof had become exercisable on or prior to the date of
         such termination; and PROVIDED FURTHER, that the Administering Body
         may, in its discretion, elect to accelerate the vesting of all or any
         portion of any Awards that had not vested on or prior to the date of
         such termination.

         5.14. TRANSFER; LEAVE OF ABSENCE. For purposes of this Plan, the
transfer by a Recipient to the engagement of (i) the Company from a Subsidiary
Corporation, (ii) from the Company to a Subsidiary Corporation or (iii) from one
Subsidiary Corporation to another Subsidiary Corporation (including the
assignment between the Company and a Subsidiary Corporation or between two
Subsidiary Corporations, as applicable, of an agreement pursuant to which such
services are rendered).

         5.15. LIMITATIONS APPLICABLE TO SECTION 16 PERSONS. Notwithstanding any
other provision of this Plan, the Plan, and any Award granted or awarded to any
individual who is then subject to Section 16 of the Exchange Act, shall be
subject to any additional limitations set forth in any applicable exemptive rule
under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of
the Exchange Act) that are requirements for the application of such exemptive
rule. To the extent permitted by applicable law, the Plan and Awards granted or
awarded hereunder shall be deemed amended to the extent necessary to conform to
such applicable exemptive rule.

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6.       STOCK OPTIONS

         6.1. NATURE OF STOCK OPTIONS. Stock Options shall be Non-qualified
Stock Options only.

         6.2. OPTION EXERCISE PRICE. The exercise price for each Stock Option
shall be determined by the Administering Body as of the date such Stock Option
is granted. The Administering Body may, with the consent of the Recipient and
subject to compliance with statutory or administrative requirements applicable
to Incentive Stock Options, amend the terms of any Stock Option to provide that
the exercise price of the shares remaining subject to the Stock Option shall be
reestablished at a price determined by the Administering Body on the date such
amendment is approved. No modification of any other term or provision of any
Stock Option that is amended in accordance with the foregoing shall be required,
although the Administering Body may, in its discretion, make such further
modifications of any such Stock Option as are not inconsistent with this Plan.

         6.3. OPTION PERIOD AND VESTING. Stock Options granted hereunder shall
vest and may be exercised as determined by the Administering Body, except that
exercise of such Stock Options after termination of the Recipient's employment
or engagement shall be subject to Section 5.13. Each Stock Option granted
hereunder and all rights or obligations thereunder shall expire on such date as
shall be determined by the Administering Body, but not later than ten (10) years
after the date the Stock Option is granted and shall be subject to earlier
termination as provided herein or in the Award Agreement. The Administering Body
may, in its discretion at any time and from time to time after the grant of a
Stock Option, accelerate vesting of such Option as a whole or in part by
increasing the number of shares then purchasable, provided that the total number
of shares subject to such Stock Option may not be increased. Except as otherwise
provided herein, a Stock Option shall become exercisable, as a whole or in part,
on the date or dates specified by the Administering Body and thereafter shall
remain exercisable until the expiration or earlier termination of the Stock
Option.

         6.4. RELOAD OPTIONS. At the discretion of the Administering Body, Stock
Options granted pursuant to this Plan may include a "reload" feature pursuant to
which a Recipient exercising an Option by the delivery of a number of shares of
matured capital stock in accordance with Section 5.4(c) hereof and the Award
Agreement would automatically be granted an additional Option (with an exercise
price equal to the Fair Market Value of the Common Stock on the date the
additional Option is granted and with the same expiration date as the original
Option being exercised, and with such other terms as the Administering Body may
provide) to purchase that number of shares of Common Stock equal to the number
delivered to exercise the original Option.

         6.5. RESTRICTIONS. The Administering Body, in its sole and absolute
discretion, may impose such restrictions on the ownership and transferability of
the shares purchasable upon the exercise of an Option as it deems appropriate.
Any such restriction shall be set forth in the respective Award Agreement and
may be referred to on the certificates evidencing such shares.

7.       STOCK AWARDS

         7.1. GRANT OR SALE OF STOCK. The Administering Body may, in its sole
discretion, grant (or sell at a purchase price determined by the Administering
Body) a Stock Award to any Consultant, pursuant to which such individual may
receive shares of Common Stock free of any vesting restrictions under the Plan.
Stock Awards may be granted or sold as described in the preceding sentence in
respect of past services, services to be performed, or other valid
consideration, or in lieu of any cash compensation due to such individual.

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8.       REORGANIZATIONS

         8.1. CORPORATE TRANSACTIONS NOT INVOLVING A CHANGE IN CONTROL. If the
Company shall consummate any Reorganization not involving a Change in Control in
which holders of shares of Common Stock are entitled to receive in respect of
such shares any securities, cash or other consideration (including without
limitation a different number of shares of Common Stock), each Award outstanding
under this Plan shall thereafter be claimed or exercisable, in accordance with
this Plan, only for the kind and amount of securities, cash and/or other
consideration receivable upon such Reorganization by a holder of the same number
of shares of Common Stock as are subject to that Award immediately prior to such
Reorganization, and any adjustments will be made to the terms of the Award, and
the underlying Award Agreement, in the sole discretion of the Administering Body
as it may deem appropriate to give effect to the Reorganization.

         8.2. CORPORATE TRANSACTIONS INVOLVING A CHANGE IN CONTROL. As of the
effective time and date of any Change in Control, this Plan and any then
outstanding Awards (whether or not vested) shall automatically terminate unless
(a) provision is made in writing in connection with such transaction for the
continuance of this Plan and for the assumption of such Awards, or for the
substitution for such Awards of new grants covering the securities of a
successor entity or an affiliate thereof, with appropriate adjustments as to the
number and kind of securities and exercise prices, in which event this Plan and
such outstanding Awards shall continue or be replaced, as the case may be, in
the manner and under the terms so provided; or (b) the Board otherwise has
provided or shall provide in writing for such adjustments as it deems
appropriate in the terms and conditions of the then-outstanding Awards (whether
or not vested), including without limitation (i) accelerating the vesting of
outstanding Awards and/or (ii) providing for the cancellation of Awards and
their automatic conversion into the right to receive the securities, cash and/or
other consideration that a holder of the shares underlying such Awards would
have been entitled to receive upon consummation of such Change in Control had
such shares been issued and outstanding immediately prior to the effective date
and time of the Change in Control (net of the appropriate option exercise
prices). If, pursuant to the foregoing provisions of this Section 8.2, this Plan
and the Awards granted hereunder shall terminate by reason of the occurrence of
a Change in Control without provision for any of the actions described in clause
(a) or (b) hereof, then any Recipient holding outstanding Awards shall have the
right, at such time immediately prior to the consummation of the Change in
Control as the Board shall designate, to convert, claim or exercise, as
applicable, the Recipient's Awards to the full extent not theretofore converted,
claimed or exercised, including any installments which have not yet become
vested.

9.       DEFINITIONS

Capitalized terms used in this Plan and not otherwise defined shall have the
meanings set forth below:

"ADMINISTERING BODY" shall mean the Board as long as no Stock Plan Committee has
been appointed and is in effect and shall mean the Stock Plan Committee as long
as the Stock Plan Committee is appointed and in effect.

"AFFILIATED ENTITY" means any Parent Corporation or Subsidiary Corporation.

"AWARD" or "AWARDS," except where referring to a particular category or grant
under the Plan, shall include Non-qualified Stock Options and Stock Awards.

"AWARD AGREEMENT" means the agreement or confirming memorandum setting forth the
terms and conditions of the Award.

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<PAGE>

"BOARD" means the Board of Directors of the Company.

"CHANGE IN CONTROL" means the following and shall be deemed to occur if any of
the following events occur:

                  (a) Any Person becomes after the Effective Date the beneficial
         owner (within the meaning of Rule 13d-3 promulgated under the Exchange
         Act) of 50% or more of either the then outstanding shares of Common
         Stock or the combined voting power of the Company's then outstanding
         securities entitled to vote generally in the election of directors; or

                  (b) Individuals who, as of the effective date hereof,
         constitute the Board of Directors of the Company (the "INCUMBENT
         BOARD") cease for any reason to constitute at least a majority of the
         Board of Directors of the Company, provided that any individual who
         becomes a director after the effective date hereof whose election, or
         nomination for election by the Company's stockholders, is approved by a
         vote of at least a majority of the directors then comprising the
         Incumbent Board shall be considered to be a member of the Incumbent
         Board unless that individual was nominated or elected by any Person
         having the power to exercise, through beneficial ownership, voting
         agreement and/or proxy, 50% or more of either the outstanding shares of
         Common Stock or the combined voting power of the Company's then
         outstanding voting securities entitled to vote generally in the
         election of directors, in which case that individual shall not be
         considered to be a member of the Incumbent Board unless such
         individual's election or nomination for election by the Company's
         stockholders is approved by a vote of at least two-thirds of the
         directors then comprising the Incumbent Board; or

                  (c) Consummation by the Company of the sale or other
         disposition by the Company of all or substantially all of the Company's
         assets or a reorganization or merger or consolidation of the Company
         with any other person, entity or corporation, other than

                           (i) a reorganization or merger or consolidation that
                  would result in the voting securities of the Company
                  outstanding immediately prior thereto (or, in the case of a
                  reorganization or merger or consolidation that is preceded or
                  accomplished by an acquisition or series of related
                  acquisitions by any Person, by tender or exchange offer or
                  otherwise, of voting securities representing 5% or more of the
                  combined voting power of all securities of the Company,
                  immediately prior to such acquisition or the first acquisition
                  in such series of acquisitions) continuing to represent,
                  either by remaining outstanding or by being converted into
                  voting securities of another entity, more than 50% of the
                  combined voting power of the voting securities of the Company
                  or such other entity outstanding immediately after such
                  reorganization or merger or consolidation (or series of
                  related transactions involving such a reorganization or merger
                  or consolidation), or

                           (ii) a reorganization or merger or consolidation
                  effected to implement a recapitalization or reincorporation of
                  the Company (or similar transaction) that does not result in a
                  material change in beneficial ownership of the voting
                  securities of the Company or its successor; or

                  (d) Approval by the stockholders of the Company or any order
         by a court of competent jurisdiction of a plan of liquidation of the
         Company.

                  (e) Notwithstanding the foregoing, a Change in Control of the
         type described in paragraph (b), (c) or (d) shall be deemed to be
         completed on the date it occurs, and a Change in Control of the type
         described in paragraph (a) shall be deemed to be completed as of the
         date the entity or group attaining 50% or greater ownership has elected
         its representatives to the Company's Board of Directors and/or caused
         its nominees to become officers of the Company with the authority to
         terminate or alter the terms of employee's employment.

"COMMISSION" means the Securities and Exchange Commission.

"COMMON STOCK" means the common stock of the Company as constituted on the
Effective Date of this Plan, and as thereafter adjusted as a result of any one
or more events requiring adjustment of outstanding Awards under Section 3.4
above.

"COMPANY" means New Visual Corporation, a Utah corporation.

"CONSULTANT" means any consultant or advisor if:

         (a) the consultant or advisor renders BONA FIDE services to the Company
         or any Affiliated Entity;

         (b) the services rendered by the consultant or advisor are not in
         connection with the offer or sale of securities in a capital-raising
         transaction and do not directly or indirectly promote or maintain a
         market for the Company's securities; and

         (c) the consultant or advisor is a natural person.

"DIRECTOR" means any person serving on the Board of the Company irrespective of
whether such person is also an Employee of the Company.

"DRO" shall mean a domestic relations order as defined by the IRC or Title I of
ERISA or the rules thereunder.

"EFFECTIVE DATE" means January 30, 2003, which is the date this Plan was adopted
by the Board.

"EMPLOYEE" means any officer or other employee (as defined in accordance with
Section 3401(c) of the IRC) of the Company or any Affiliated Entity.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"EXPIRATION DATE" means the tenth anniversary of the Effective Date.

"FAIR MARKET VALUE" of a share of the Company's capital stock as of a particular
date shall be: (a) if the stock is listed on an established stock exchange or
exchanges (including for this purpose, the Nasdaq National Market), the closing
sale prices of the stock quoted for such date as reported in the transactions
index of each such exchange, as published in THE WALL STREET JOURNAL and
determined by the Administering Body, or, if no sale price was quoted in any
such index for such date, then as of the next preceding date on which such a
sale price was quoted; or (b) if the stock is not then listed on an exchange or


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<PAGE>

the Nasdaq National Market, the average of the closing bid and asked prices per
share for the stock in the over-the-counter market as quoted on The Nasdaq Small
Cap Market on such date (in the case of (a) or (b), subject to adjustment as and
if necessary and appropriate to set an exercise price not less than 100% of the
Fair Market Value of the stock on the date an option is granted); or (c) if the
stock is not then listed on an exchange or quoted in the over-the-counter
market, an amount determined in good faith by the Administering Body; PROVIDED,
HOWEVER, that (i) when appropriate, the Administering Body, in determining Fair
Market Value of capital stock of the Company, may take into account such other
factors as it may deem appropriate under the circumstances and (ii) if the stock
is traded on the Nasdaq SmallCap Market and both sales prices and bid and asked
prices are quoted or available, the Administering Body may elect to determine
Fair Market Value under either clause (i) or (ii) above. Notwithstanding the
foregoing, the Fair Market Value of capital stock for purposes of grants of
Incentive Stock Options shall be determined in compliance with applicable
provisions of the IRC.

"INCENTIVE STOCK OPTION" means a Stock Option that qualifies as an incentive
stock option under Section 422 of the IRC, or any successor statute thereto.

"IRC" means the Internal Revenue Code of 1986, as amended.

"NON-QUALIFIED STOCK OPTION" means a Stock Option that is not an Incentive Stock
Option.

"PARENT CORPORATION" means any Parent Corporation as defined in Section 424(e)
of the IRC.

"PERMANENT DISABILITY" shall mean that the Recipient becomes physically or
mentally incapacitated or disabled so that the Recipient is unable to perform
substantially the same services as the Recipient performed prior to incurring
such incapacity or disability (the Company, at its option and expense, being
entitled to retain a physician to confirm the existence of such incapacity or
disability, and the determination of such physician to be binding upon the
Company and the Recipient), and such incapacity or disability continues for a
period of three consecutive months or six months in any 12-month period or such
other period(s) as may be determined by the Stock Plan Committee with respect to
any Award.

"PERSON" means any person, entity or group, within the meaning of Section 13(d)
or 14(d) of the Exchange Act, but excluding (a) the Company and its Subsidiary
Corporations, (b) any employee stock ownership or other employee benefit plan
maintained by the Company that is qualified under ERISA and (c) an underwriter
or underwriting syndicate that has acquired the Company's securities solely in
connection with a public offering thereof.

"PLAN" means this 2003 Stock Consultant Plan of the Company.

"PLAN TERM" means the period during which this Plan remains in effect
(commencing on the Effective Date and ending on the Expiration Date).

"RECIPIENT" means a person who has received Awards under this Plan or any person
who is the successor in interest to a Recipient.

"REORGANIZATION" means any merger, consolidation or other reorganization.

"RULE 16B-3" means Rule 16b-3 under the Exchange Act.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

                                       13
<PAGE>

"SIGNIFICANT STOCKHOLDER" is an individual who, at the time an Award is granted
to such individual under this Plan, owns more than 10% of the combined voting
power of all classes of stock of the Company or of any Parent Corporation or
Subsidiary Corporation (after application of the attribution rules set forth in
Section 424(d) of the IRC).

"STOCK AWARD" means any Award granted pursuant to Article 8 of this Plan.

"STOCK OPTION" or "OPTION" means a right to purchase stock of the Company
granted under Article 6 of this Plan to a Consultant.

"STOCK PLAN COMMITTEE" means the committee appointed by the Board to administer
this Plan pursuant to Section 4.1.

"SUBSIDIARY CORPORATION" means any Subsidiary Corporation as defined in Section
424(f) of the IRC.


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