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                                                                     EXHIBIT 4.1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED,
SOLD, PLEDGED, OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS AND UNTIL THIS
NOTE IS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

                                 PROMISSORY NOTE

$2,392,000                                                         April 6, 2005

         FOR VALUE RECEIVED, the undersigned, New Visual Corporation, a Utah
corporation (the "Maker"), promises to pay to the order of Zaiq Technologies,
Inc., a Delaware corporation (the "Payee"), the principal sum of Two Million
Three Hundred Ninety Two Thousand Dollars ($2,392,000) (subject to adjustment as
provided in Section 3 below, the "Principal Amount"), plus interest thereon from
the date hereof until paid on the terms and conditions set forth herein. This
Promissory Note is being issued pursuant to the Exchange Agreement dated as of
April __, 2005 (the "Exchange Agreement") by and between the Maker and the
Payee.

           1. PAYMENTS. Subject to the other provisions of this Promissory Note,
the outstanding Principal Amount of this Promissory Note, and all interest
accrued thereon, shall become due and payable in full on the second anniversary
of the closing of the Exchange. The balance of the principal amount of the
Promissory Note (after giving effect to the reductions in principal described
below, if any) is payable in four equal quarterly installments beginning on the
first anniversary of the closing of the Exchange.

           2. INTEREST. Interest on the outstanding Principal Amount of the
Promissory Note shall accrue at the per annum rate of 7.0% compounded quarterly.

           3. REDUCTION OF PRINCIPAL. Unless an Event of Default (as defined
below) has occurred and is continuing, the principal amount of the Promissory
Note shall decrease by $797,333.33 on each of the six-month and twelve-month
anniversaries of the closing of the Exchange.

           4. PREPAYMENTS.
           (a) OPTIONAL PREPAYMENT: The Maker shall have the right to prepay the
outstanding Principal Amount and any accrued interest thereon in whole or in
part without penalty or premium at any time. (b) MANDATORY PREPAYMENT: The Maker
shall, upon the consummation of any New Financing (as defined below), pay (i)
10% of the gross proceeds of each New Financing consummated within 90 days of
the date hereof and (ii) 20% of the gross proceeds of each New Financing
consummated within 365 days of the date hereof, in each case to the Payee in
prepayment of the amount outstanding under this Promissory Note. For purposes of
this Section 4(b), the term "New Financing" shall mean any issuance by the Maker
of any equity, debt (including obligations for borrowed money) or other
securities (other than the issuance of Common Stock upon the exercise of any
option, warrant or other right to purchase Common Stock outstanding as of the
date hereof which has at least a nominal strike price, exercise price,
conversion price or similar mechanism). Notwithstanding the foregoing, in
connection with any New Financing which is a "bridge loan" to a subsequent
financing, the Maker shall not be obligated to make a mandatory prepayment
pursuant to this Section 4(b) until the closing of the subsequent financing;
PROVIDED, HOWEVER, that at the closing of such bridge loan, the Maker shall
deposit an amount in escrow that would otherwise be payable to the Payee if such
bridge loan were considered a New Financing, such escrowed funds to be held by a
third party mutually selected by the Maker and the Payee for the benefit of the
Payee for a period not to exceed three (3) months, at which time such funds are
to be released to the Payee in satisfaction of the Maker's obligation to prepay
a portion of the balance of the Promissory Note in connection with such
financing.

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           (c) APPLICATION OF ANY PREPAYMENTS. Any prepayment amount shall be
applied first to any accrued but unpaid interest on the outstanding Principal
Amount and then to the Principal Amount.

           5. EVENTS OF DEFAULT.

           (a) Each of the following shall constitute an "Event of Default":

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

                  ii. Any of the representations or warranties made by the Maker
herein, in the Exchange Agreement or any other agreement, instrument,
certificate or financial or other written statement heretofore or hereafter
furnished by the Maker in connection with the execution and delivery of this
Promissory Note and/or the Exchange Agreement shall be false or misleading in
any material respect at the time made; or

                  iii. The Maker shall fail to perform or observe, in any
material respect, any covenant, term, provision, condition, agreement or
obligation of the Maker under this Promissory Note (other than those referred to
in clause (i) above) and such failure shall continue uncured for a period of
thirty (30) days after written notice from the Holder of such failure; or

                  iv. The Maker shall fail to perform or observe, in any
material respect, any covenant, term, provision, condition, agreement or
obligation of the Maker set forth in Section 6 of the Exchange Agreement and, to
the extent such failure is curable or capable of being cured, such failure shall
continue uncured for a period of five (5) days after written notice from the
Holder of such failure; or

                  v. The Maker shall fail to perform or observe, in any material
respect, any covenant, term, provision, condition, agreement or obligation of
the Maker under the Exchange Agreement (other than those referred to in clause
(iv) above) and such failure shall continue uncured for a period of thirty (30)
days after written notice from the Holder of such failure; or

                  vi. The Maker 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

                  vii. A trustee, liquidator or receiver shall be appointed for
the Maker 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

                  viii. 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 Maker and shall not be dismissed within sixty (60) days thereafter; or

                  ix. 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 Maker 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

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                  x. 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 Maker and, if
instituted against the Maker, shall not be dismissed within sixty (60) days
after such institution or the Maker 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

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

                  xii. There shall occur a sale, merger or similar transaction
or series of related transactions in which the holders of the outstanding voting
equity securities of the Maker immediately prior to such transaction or series
of related transactions own less than a majority of the outstanding voting
equity securities of the Maker (or the successor entity) upon the closing of
such transaction or series of related transactions, or

                  xiii. The Maker and/or any of its subsidiaries shall sell all
or substantially all of its assets.

         (b) 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 (to the extent the same is capable of being 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, this Promissory Note shall be immediately due and
payable in full, 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 this Promissory Note upon such
Event of Default.

         6. NO IMPAIRMENT. Maker will not, by amendment of its certificate or
articles of incorporation, contract or agreement, or through any reorganization,
transfer of assets, merger, dissolution, issuance or sale of securities or any
other voluntary action or inaction, intentionally avoid or seek to avoid the
observance or performance of any of the material terms to be observed or
performed hereunder by Maker but will at all times in good faith assist in the
carrying out of all the provisions of this Promissory Note.

         7. WAIVERS. The Maker hereby waives presentment for payment, demand,
protest and notice of dishonor.

         8. CUMULATIVE RIGHTS. No delay on the part of the holder of this
Promissory Note in the exercise of any power or right under this Promissory
Note, or under any document or instrument executed in connection herewith
(including the Exchange Agreement), shall operate as a waiver thereof, nor shall
a single or partial exercise of any other power or right, nor shall any delay,
omission or waiver on one occasion be deemed a bar to or waiver of the same or
any other right on future occasions.

         9. ATTORNEYS' FEES AND COSTS. In the event that this Promissory Note is
placed in the hands of attorneys for collection, or in the event this Promissory
Note is collected in whole or in part through legal proceedings of any nature,
then and in any such case Maker promises to pay all costs of collection,
including, but not limited to, reasonable attorneys' fees, incurred by the
holder hereof on account of such collection.

         10. NO ORAL AGREEMENTS. THIS PROMISSORY NOTE (ALONG WITH THE OTHER
DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH
(INCLUDING THE EXCHANGE AGREEMENT) REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

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         11. GOVERNING LAW. This Promissory Note shall be governed by and
construed in accordance with the laws of the State of California.

         12. SEVERABILITY. If any provision of this Promissory Note shall be
held to be unenforceable by a court of competent jurisdiction, such provisions
shall be severed from this Promissory Note and the remainder of this Promissory
Note shall continue in full force and effect.

         13. ASSIGNMENT. This Promissory Note, or any portion hereof, may be
assigned by Payee without the consent of Maker. Any such assignment by Payee
shall be in compliance with the Securities Act and applicable state securities
laws. This Promissory Note may not be assigned by the Maker. The terms and
conditions of this Promissory Note shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties.

         14. LIMITATION ON INTEREST. The Payee acknowledges and shall cause any
subsequent transferee of this Promissory Note to acknowledge that the
obligations hereunder may be in excess of the maximum interest rate permitted to
be charged by applicable law. Payee and/or such subsequent holder of this
Promissory Note expressly assumes any risks associated therewith, including,
without limitation, the risk that an attempt to collect all amounts owing under
this Promissory Note may be unenforceable and set aside, in whole or in part, by
a court.

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         IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
as of the date first written above.


                                    NEW VISUAL CORPORATION


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


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