<PAGE>


                                                                    EXHIBIT 10.2

                               EXCHANGE AGREEMENT

         THIS EXCHANGE AGREEMENT (this Agreement) is made as of this 6th day of
April, 2005 by and between New Visual Corporation, a Utah corporation (the
Company"), and Zaiq Technologies, Inc., a Delaware corporation (the "Investor").

                               W I T N E S S E T H

         WHEREAS, the Investor is the beneficial owner of 3,192 shares of the
Company's Series B Convertible Preferred Stock, par value $.01 (all of such
shares being the "Series B Shares"), having the rights, designations and
preferences set forth in the Certificate of Designations of New Visual
Corporation dated as of April 10, 2002;

         WHEREAS, the Company issued the Series B Shares to the Investor
pursuant to the Receivable Purchase and Stock Transfer Restriction Agreement
dated as of April 17, 2002 by and between the Company and the Investor (the
"Receivable Purchase Agreement");

        WHEREAS, on the terms and subject to the conditions set forth herein,
the Investor wishes to exchange with the Company, and the Company wishes to
exchange with the Investor, all of the Series B Shares for (i) [4,651,163] newly
issued shares (the "New Common Shares") of the Company's common stock, par value
$.001 per share ("Common Stock"), which New Common Shares have an aggregate Fair
Market Value (as defined below) equal to $800,000 and (ii) and a promissory note
in the aggregate principal amount of $2,392,000 in the form attached hereto as
EXHIBIT A (the "Promissory Note"); and

         WHEREAS, the execution and delivery of this Agreement by the Company
and the Investor and the transactions contemplated hereby are being made in
reliance upon the provisions of Section 3(a)(9) of the Securities Act of 1933,
as amended (the "1933 Act").

         NOW THEREFORE, in consideration of the mutual covenants set forth in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                  1. THE EXCHANGE.

         1.1. THE EXCHANGE. The Investor and the Company hereby agree to
exchange the Series B Shares for the New Common Shares and the Promissory Note.
The exchange of the Series B Shares for the New Common Shares and the Promissory
Note is referred to herein as the "Exchange".

         1.2. THE CLOSING. The closing of the Exchange (the "Closing") shall
take place at the offices of at the offices of Goodwin Procter LLP, Exchange
Place, Boston, Massachusetts 02109, on April __, 2005 at 10:00 a.m. (local
time), or as may otherwise be mutually agreed to by the Investor and the
Company. At the Closing, (i) the Investor shall deliver a certificate
representing the Series B Shares to the Company for cancellation and (ii) the
Company shall deliver to the Investor fully-executed originals of (x) the
certificate representing the New Common Shares (the "New Certificate") and (y)
the Promissory Note.

         1.3. CANCELLATION OF SHARES. At the Closing, the Series B Shares shall
be cancelled and the Company hereby agrees not to issue any of the Series B
Shares in the future.

                                       1
<PAGE>

         1.4. VALUATION OF NEW COMMON SHARES. For purposes of this Agreement,
the "Fair Market Value" of the Common Stock shall be equal to the average of the
closing price of the Common Stock over the ten trading day period ending on the
last trading day immediately prior to the Closing.

         1.5. Termination of Receivable Purchase Agreement. Effective upon the
Closing, the Receivable Purchase Agreement is hereby terminated and shall be of
no further force and effect. 2. REPRESENTATIONS OF THE INVESTOR. The Investor
hereby represents and warrants to the Company as follows:

         2.1. ORGANIZATION AND STANDING. The Investor is a corporation duly
incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation.

         2.2. AUTHORIZATION/BINDING AGREEMENT. The Investor has all requisite
corporate power and authority to enter into, execute and deliver this Agreement,
to carry out its obligations hereunder and to consummate the transaction
contemplated hereby. This Agreement has been duly and validly executed and
delivered on behalf of the Investor and, assuming due authorization, execution
and delivery by the Company, constitutes the legal and binding obligation of the
Investor, enforceable against the Investor in accordance with its terms.

         2.3. REQUIRED APPROVALS, NOTICES AND CONSENTS. No consent or approval
of, other action by, or any notice to, any governmental body or agency, domestic
or foreign, or any third party is required in connection with the execution and
delivery by the Investor of this Agreement or the consummation of the
transaction contemplated hereby.

         2.4. OWNERSHIP OF SERIES B SHARES. The Investor owns the Series B
Shares free and clear of all liens.

         2.5. NO CONFLICTS. Neither the execution and delivery by the Investor
of this Agreement, nor the performance by the Investor of its obligations under
this Agreement and the consummation of the transactions contemplated hereby,
will conflict with or result in a violation or breach of: (i) any of the terms,
conditions or provisions of the certificate of incorporation or by laws of the
Investor; (ii) any terms, conditions or provisions of any material agreement or
instrument to which the Investor is a party; or (iii) any law, rule, regulation
or judgment applicable to the Investor.

         2.6. PURCHASE FOR OWN ACCOUNT. The New Common Shares and the Promissory
Note will be acquired for investment for the Investor's own account, not as a
nominee or agent, and not with a view to the public resale or distribution
thereof within the meaning of the 1933 Act, and such Investor has no present
intention of selling, granting any participation in, or otherwise distributing
the same.

         2.7. RESTRICTED SECURITIES. The Investor understands that the New
Common Shares and the Promissory Note are characterized as "restricted
securities" under the 1933 Act inasmuch as they are being acquired from the
Company in a transaction not involving a public offering and that under the 1933
Act and applicable regulations thereunder such securities may be resold without
registration under the 1933 Act only in certain limited circumstances. In this
connection, the Investor represents that the Investor is familiar with Rule 144
under the 1934 Act, as presently in effect, and understands the resale
limitations imposed thereby and by the 1933 Act. The Investor understands that
the Company is under no obligation to register any of the securities sold
hereunder except as provided in Section 6.3 hereof.

         2.8. LEGENDS. It is understood that the certificates evidencing the New
Common Shares will bear the legend set forth below:

                                       2
<PAGE>

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE
                  SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
                  RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
                  PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES
                  LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
                  INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
                  THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
                  PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN
                  OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
                  ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS
                  IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
                  LAWS.

The legend set forth above shall be removed by the Company from any certificate
evidencing the New Common Shares if a registration statement under the 1933 Act
is at that time in effect with respect thereto or if the New Common Shares may
be freely transferred in a public sale without such a registration statement
being in effect.

         3. REPRESENTATIONS OF THE COMPANY. The Company hereby represents and
warrants to the Investor as follows:

         3.1. ORGANIZATION AND STANDING. The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and is duly qualified or registered to do
business as a foreign corporation in each jurisdiction in which the failure to
be so duly qualified or registered has had, or is reasonably likely to have, a
Material Adverse Effect (as defined below).

         3.2. BINDING AGREEMENT. The Company has all requisite corporate power
and authority to carry on its business as presently conducted, to enter into,
execute and deliver this Agreement, to carry out its obligations hereunder and
to consummate the transaction contemplated hereby. This Agreement has been duly
and validly authorized, executed and delivered by the Company and, assuming due
authorization, execution and delivery by the Investor, constitutes the legal and
binding obligation of the Company, enforceable against the Company in accordance
with its terms.

         3.3. REQUIRED APPROVALS, NOTICES AND CONSENTS. No consent or approval
of, other action by, or any notice to, any governmental body or agency, domestic
or foreign, or any third party is required in connection with the execution and
delivery by the Company of this Agreement or the consummation of the
transactions contemplated hereby.

         3.4. NO CONFLICTS. Neither the execution and delivery by the Company of
this Agreement, the Promissory Note or the New Certificate, the issuance of the
New Common Shares, any Additional Common Shares or the Promissory Note, nor the
performance by the Company of its obligations under this Agreement and the
Promissory Note and the consummation of the transactions contemplated hereby and
thereby: (i) violate or result in a violation or breach of, conflict with or
constitute or result in a violation of or default (whether after the giving of
notice, lapse of time or both) under any contract or obligation to which the
Company is a party or by which its assets are bound, or any provision of the
certificate of incorporation or by laws of the Company, or cause the creation of
any lien upon any of the assets of the Company; (ii) violate, conflict with or
result in a violation of, or constitute a default (whether after the giving of
notice, lapse of time or both) under, any provision of any law, regulation or
rule, or any order of, or any restriction imposed by, any court or governmental
agency applicable to the Company; (iii) require from the Company any notice to,
declaration or filing with, or consent or approval of any governmental authority
or other third party; or (iv) violate or result in a violation of, or constitute
a default (whether after the giving of notice, lapse of time or both) under,
accelerate any obligation under, or give rise to a right of termination of, any
agreement, permit, license or authorization to which the Company is a party or
by which the Company is bound.

                                       3
<PAGE>

         3.5. REGISTRATION; LISTING. The Company has registered the Common Stock
and is obligated to file reports with the U.S. Securities Exchange Commission
(the "SEC") pursuant to Section 12 or Section 15(d) of the Securities and
Exchange Act of 1934, as amended (the "1934 Act"). The Common Stock is eligible
for quotation on the Over-the-Counter Bulletin Board (the "OCTBB"). The Company
has received no notice, either oral or written, with respect to the continued
eligibility of the Common Stock for such quotation on the OTCBB, and the Company
has maintained all requirements on its part for the continuation of such
quotation.

         3.6. AUTHORIZED SHARES.

                  a. The authorized capital stock of the Company consists of (i)
500,000,000 shares of Common Stock, of which approximately 107,735,615 are
outstanding as of the date of this Agreement and (ii) 15,000,000 shares of
Preferred Stock, $.01 par value, of which 4,000 shares have been designated
Series B Convertible Preferred Stock, 3,192 of which are issued and outstanding
as of the date of this Agreement (without giving effect to the Exchange and
subsequent cancellation of the Series B Shares).

                  b. The New Common Shares have been duly and validly authorized
by all necessary corporate or other action on the part of the Company, and, when
issued in accordance with the terms of this Agreement, will have been duly and
validly issued, fully paid and non-assessable, and will have been offered,
issued, sold and delivered in compliance with applicable federal and state
securities laws without giving rise to preemptive rights of any kind.

         3.7. SEC FILINGS. None of the reports filed by the Company with the SEC
pursuant to the 1934 Act since March 1, 2004 (collectively, the "SEC Filings")
contained, at the time they were filed, any untrue statement of a material fact
or omitted to state any material fact required to be stated therein or necessary
to make the statements made therein, in light of the circumstances under which
they were made, not misleading. Since March 1, 2004, the Company has timely
filed all requisite forms, reports and exhibits thereto required to be filed by
the Company with the SEC.

         3.8. ABSENCE OF CERTAIN CHANGES. Since the October 31, 2003, except as
otherwise disclosed in the SEC Filings, there has been no event or combination
of events, which individually or in the aggregate, is reasonably likely to (x)
have or result in a material adverse effect on the results of operations,
assets, prospects or financial condition of the Company and its subsidiaries,
taken as a whole, or (y) adversely impair the Company's ability to perform fully
on a timely basis any of its material obligations under this Agreement (a
"Material Adverse Effect"). Since October 31, 2004, except as provided in the
SEC Filings, the Company has not (i) incurred or become subject to any material
liabilities (absolute or contingent) except liabilities incurred in the ordinary
course of business consistent with past practices; (ii) discharged or satisfied
any material lien or encumbrance or paid any material obligation or liability
(absolute or contingent), other than current liabilities paid in the ordinary
course of business consistent with past practices; (iii) declared or made any
payment or distribution of cash or other property to shareholders with respect
to its capital stock, or purchased or redeemed, or made any agreements to
purchase or redeem, any shares of its capital stock; (iv) sold, assigned or
transferred any other material tangible assets, or canceled any material debts
owed to the Company by any third party or material claims of the Company against
any third party, except in the ordinary course of business consistent with past
practices; (v) waived any rights of material value, whether or not in the
ordinary course of business, or suffered the loss of any material amount of
existing business; (vi) made any increases in employee compensation, except in
the ordinary course of business consistent with past practices; or (vii)
experienced any material problems with labor or management in connection with
the terms and conditions of their employment.

         3.9. NO UNDISCLOSED LIABILITIES OR EVENTS. The Company has no
liabilities or obligations other than those disclosed in SEC Filings or those
incurred in the ordinary course of the Company's business since October 31,
2004, or which individually or in the aggregate, do not or would not have a
Material Adverse Effect. No event or circumstances has occurred or exists with


                                       4
<PAGE>

respect to the Company or its properties, business, operations, condition
(financial or otherwise), or results of operations, which, under applicable law,
rule or regulation, requires public disclosure or announcement prior to the date
hereof by the Company but which has not been so publicly announced or disclosed.
There are no proposals currently under consideration or currently anticipated to
be under consideration by the Board of Directors or the executive officers of
the Company which proposal would (x) change the certificate of incorporation or
other charter document or by-laws of the Company, each as currently in effect,
with or without shareholder approval, which change would reduce or otherwise
adversely affect the rights and powers of the shareholders of the Common Stock
or (y) materially or substantially change the business, assets or capital of the
Company, including its interests in subsidiaries.

         4. CONDITIONS PRECEDENT TO THE OBLIGATION OF THE INVESTOR. The
obligation hereunder of the Investor to exchange the Series B Shares for the New
Common Shares and the Promissory Note is subject to the satisfaction, at or
before the Closing, of each of the conditions set forth below. These conditions
are for the Investor's sole benefit and may be waived by the Investor at any
time in its sole discretion.

         4.1. The representations and warranties of the Company shall be true
and correct as of the date of the Closing as though made at that time.

         4.2. No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this Agreement

         4.3. No consent or approval of, other action by, or any notice to, any
governmental body or agency, domestic or foreign, or any third party shall be
required in connection with the execution and delivery by the Investor of this
Agreement or the consummation of the transactions contemplated hereby.

         4.4. The Company shall have reimbursed the Investor for all reasonable
expenses (including fees and expenses of its counsel) incurred by the Investor
in connection with the negotiation of this Agreement and the closing of the
Exchange.

         5. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY. The
obligation hereunder of the Company to exchange the New Common Shares and the
Promissory Note for the Series B Shares as set forth herein is subject to the
satisfaction, at or before the Closing, of each of the conditions set forth
below. These conditions are for the Company's sole benefit and may be waived by
the Company at any time in its sole discretion.

         5.1. The representations and warranties of the Investor shall be true
and correct as of the date of the Closing as though made at that time.

         5.2. No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this Agreement.

         5.3. No consent or approval of, other action by, or any notice to, any
governmental body or agency, domestic or foreign, or any third party shall be
required in connection with the execution and delivery by the Company of this
Agreement or the consummation of the transactions contemplated hereby.

                                       5
<PAGE>

         6. COVENANTS OF THE COMPANY

         6.1. ANTI-DILUTION. Until payment in full of the Promissory Note, if
the Company issues Common Stock (including upon the conversion or exchange of
any other securities) or other securities convertible into or exchangeable for
Common Stock below the fair market value of the Common Stock or such securities,
as applicable, as of the date of such issuance (any such, a "Below Market
Issuance"), then the Company shall, concurrently with such Below Market
Issuance, issue to the Investor a number of additional shares of Common Stock
(any such, "Additional Common Shares") determined according to the following
formula:

                     ACS =    NCS [FMV(BMS) - C]
                              ------------------
                                  FMV(O) + C

where:
                    ACS =  the number of Additional Common Shares to be issued;
                    NCS =  the number of New Common Shares issued at the
                           Closing plus any Additional Common Shares previously
                           issued;
                    FMV =  the Fair Market Value of the Common Stock on the
                           date of the Below Market Issuance;
                    BMS =  the number of shares of Common Stock issued in the
                           Below Market Issuance;
                    C =    the total amount received by the Company in
                           consideration of the Below Market  Issuance; and
                    O =    the number of shares of Common Stock outstanding
                           immediately prior to the Below Market Issuance

; PROVIDED, HOWEVER, that no such adjustment shall be made in the case of any
Below Market Issuance: (i) if the issuance is pursuant to the exercise of
options, warrants or other rights to acquire, or upon the conversion of any
security convertible into, Common Stock or such securities outstanding as of the
Closing or pursuant to any option plan in effect and approved by the Company's
board of directors as of the Closing; and (ii) if the amount received or deemed
received by the Company in consideration of such issuance, or a related series
of such issuances, is not more than $40,000 in the aggregate (including, for
purposes of such calculation, the amount received by the Company in connection
with the issuance of the convertible or exchangeable security and the amount, if
any, received by the Company upon any such conversion or exchange); PROVIDED,
FURTHER, that any Additional Common Shares required to be issued to the Investor
under this Section 6.1 as a result of the issuance of the Company's contemplated
7% Senior Secured Convertible Debenture Series 5-01 (the "2005 Convertible
Debentures") shall be issued (i) at the end of each calendar quarter in which
holders of the 2005 Convertible Debentures convert some of the 2005 Convertible
Debentures taking into consideration only those shares of Common Stock issued
upon conversion of 2005 Convertible Debentures during such quarter and the
amount received by the Company in consideration of the issuance or conversion of
those 2005 Convertible Debentures or (ii) if all of the then outstanding 2005
Convertible Debentures are converted at one time, concurrently with such
conversion.

         6.2. REGISTRATION; LISTING. So long as the Investor beneficially owns
any of the New Common Shares and for at least twenty trading days thereafter,
the Company shall (i) file all reports required to be filed with the SEC
pursuant to Section 13 or 15(d) of the 1934 Act, shall take all reasonable
action under its control to ensure that adequate current public information with
respect to the Company, as required in accordance with Rule 144(c)(2) under the
1933 Act, is publicly available, and shall not terminate its status as an issuer
required to file reports under the 1934 Act even if the 1934 Act or the rules
and regulations thereunder would permit such termination and (ii) take all
reasonable action under its control to maintain the continued listing and
quotation and trading of its Common Stock on the OTCBB or a listing on the
NASDAQ/Small Cap or National Markets and, to the extent applicable to it, will
comply in all material respects with the Company's reporting, filing and other
obligations under the by-laws or rules of the OTCBB and/or the National
Association of Securities Dealers, Inc., as the case may be, applicable to it.

                                       6
<PAGE>

         6.3. REGISTRATION RIGHTS. If the Company proposes to register any
shares of its capital stock (whether voluntarily or by reason of an obligation
to a third party but other than a registration on Form S-8 or on Form S-4), at
such time the Company shall give written notice thereof to the Investor and the
Investor shall have the right, exercisable within ten business days after
receipt of such notice, to demand inclusion of all or a portion of the New
Common Shares and any Additional Common Shares (collectively "Registrable
Securities") in such registration statement. If the Investor exercises such
election, the Registrable Securities so designated shall be included in the
registration statement (without any holdbacks) at no cost or expense to the
Investor (other than any commissions, if any, relating to the sale of the
Investor's Registrable Securities being sold pursuant to such registration
statement). The Investor's rights under this Section 6.3 shall expire at such
time as such Investor can sell all of such Investor's remaining Registrable
Securities under Rule 144 under the 1933 Act without volume or other
restrictions or limits.

6.4. NEGATIVE COVENANTS. Until the Promissory Note has been paid in full, the
Company shall not, and shall cause its subsidiaries not to:

                  a. liquidate, dissolve or wind-up its operations;

                  b. merge, consolidate, sell substantially all of the its
assets or enter into any other transaction as a result of which a majority
interest of the Company's or such subsidiary's voting power would be acquired by
a person or affiliated group (other than in connection with a New Financing (as
defined in the Promissory Note));

                  c. repurchase any shares of its capital stock;

                  d. declare or pay any dividend payable on any class of its
capital stock;

                  e. form or create any new subsidiary or invest in any entity;
PROVIDED, HOWEVER, that the Company shall not be prohibited from transferring
assets to any of its subsidiaries in the ordinary course of business consistent
with its past practice; or

                  f. issue any debt or equity security, or any security which is
convertible into or exercisable or exchangeable for any debt or equity security,
other than in connection with a New Financing.

         6.5. EXPENSES. The Company will reimburse the Investor for all expenses
(including fees and expenses of its counsel) incurred in connection with any
future modifications, amendments, waivers under this Agreement and the matters
related thereto, including, without limitation, enforcement of any of the
Investor's rights hereunder or under the Promissory Note.

         6.6 OBSERVER RIGHTS. For so long as the Investor shall continue to own
at least one half of the New Common Shares, the Investor shall have all of the
rights to which it was entitled under Section 6.1 and 6.2 of the Receivable
Purchase Agreement for so long as the Investor continued to own one half of the
Series B Shares.

                                       7
<PAGE>

         7. COVENANTS OF THE INVESTOR. Notwithstanding any registration of the
New Common Shares, the Investor will not sell any New Common Shares before the
first anniversary of the Closing and, thereafter, will sell in any quarter no
more than the sum of [1,550,388] New Common Shares subject to adjustment for any
stock splits, stock dividends, recapitalizations or similar transactions, plus
one third of any Additional New Shares issued as of the date of such sale.

         8. INDEMNIFICATION.

         8.1. INDEMNIFICATION BY THE INVESTOR. The Investor agrees to indemnify
and hold harmless the Company, its officers, directors employees and agents and
any person who may be deemed to control the Company from any loss, liability,
claim, damage or expense (including fees and expenses of counsel) arising out of
the inaccuracy of any of the Investor's above representations or warranties or
the breach of the agreements contained herein.

         8.2. INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify
and hold harmless the Investor, its officers, directors, employees and agents
and any person who may be deemed to control the Investor from any loss,
liability, claim, damage or expense (including fees and expenses of counsel)
arising out of the inaccuracy of any of the Company's above representations or
warranties or the breach of the agreements contained herein.

         9. MISCELLANEOUS.

         9.1. GOVERNING LAW; CONSENT TO JURISDICTION. This Agreement shall be
governed by and interpreted in accordance with the laws of the State of
California without regard to the choice of law principles thereof.

         9.2. SURVIVAL. The representations and warranties and covenants of the
parties set forth herein shall survive the Closing indefinitely.

         9.3. AMENDMENT; MODIFICATION; WAIVER. A provision of this Agreement may
be amended, modified or waiver only by an instrument in writing executed by the
Company and the Investor.

         9.4. ENTIRE AGREEMENT. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subject
matter hereof and supersedes all prior agreements and understandings among the
parties hereto with respect to the subject matter hereof.

         9.5. ASSIGNMENT. This Agreement may not be assigned by the Company. The
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties.

         9.6. NOTICES. All notices, requests and other communications hereunder
must be in writing and will be deemed to have been duly given only if delivered
personally, by courier or by facsimile transmission or mailed (first class
postage prepaid) to the parties at the addresses or facsimile numbers set forth
below:

         If to the Investor:        Zaiq Technologies, Inc.
                                    78 Dragon Court
                                    Woburn, Massachusetts  01801
                                    Attention: Bernard Gilbert
                                    Facsimile: (781) 932-7488

                                       8
<PAGE>

         with a copy to:            Goodwin Procter LLP
                                    Exchange Place
                                    Boston, Massachusetts  02109
                                    Attention:  Michael Harrington, Esq.
                                    Facsimile: (617) 523-1231

         If to Company:             New Visual Corporation
                                    305 NE 102nd Ave.
                                    Portland, OR  97220
                                    Attention:  Brad Ketch
                                    Facsimile:  (619) 718-7446

         with a copy to:            Aboudi & Brounstein
                                    3 Gavish Street, P.O. Box 2432
                                    Kfar Saba, Israel 44641
                                    Attention:  David Aboudi, Esq.
                                    Facsimile:  011-972-9-764-4834

         9.7. COUNTERPARTS. This Exchange Agreement may be executed in any
number of counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.



                [remainder of this page intentionally left blank]


                                       9
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.



                                             NEW VISUAL CORPORATION


                                             By: /s/ Brad Ketch
                                                 ----------------------------
                                             Name:   Brad Ketch
                                             Title:  Chief Executive Officer


                                             ZAIQ TECHNOLOGIES, INC.


                                             By: /s/
                                                 ----------------------------
                                             Name:
                                             Title:

                                       10