EMPLOYMENT AGREEMENT


         THIS AGREEMENT, dated as of June 20, 2000, is by and between New Visual
Entertainment, Inc., a Utah corporation ("Employer"), and John Howell
("Executive").

                                   WITNESSETH:
                                   -----------

         WHEREAS, Executive desires to enter into the employment of Employer,
and Employer desires to employ Executive provided that, in so doing, it can
protect its confidential information, business, accounts, patronage and
goodwill.

         NOW, THEREFORE, in consideration of the foregoing recitals and of the
mutual agreements contained herein, the parties hereto agree as follows:

         SECTION 1. POSITION; DUTIES. Executive will serve as an officer of
Employer in the position of Executive Vice President. Executive will report to
the Chief Executive Officer and the Board of Directors of the Employer, and
Executive will perform the duties that the Board of Directors of the Employer
may from time to time reasonably direct. Executive will devote substantially all
of his business time, ability and attention to the business of Employer during
the Term of this Agreement.

         SECTION 2. TERM. This Agreement shall commence on July 1, 2000 (the
"Effective Date") and end three (3) years after the Effective Date of this
Agreement (the "Term"), unless terminated earlier pursuant to Section 4 of this
Agreement.

         SECTION 3. COMPENSATION. Subject to Section 4, as compensation for
Executive's services, and as compensation for Executive's covenants set forth in
this Agreement, including without limitation Section 5, the Employer agrees as
follows:

                  (a) BASE SALARY. Employer will pay Executive a base salary
         ("Base Salary") of $15,000 per year, prorated for any partial pay
         period. The Base Salary will be paid in accordance with the Employer's
         regular payroll practices.

                  (b) STOCK OPTIONS. Executive will be granted options to
         purchase 210,000 shares of Employer's common stock (the "Stock
         Options"), pursuant to (and the terms of which shall be further
         specified in) a stock option agreement to be entered into with
         Executive substantially in the form of EXHIBIT A hereto (the "Stock
         Option Agreement"). The Stock Options shall vest as follows:

                  On the Effective Date of this Agreement              35,000
                  September 30, 2000                                   17,500
                  December 31, 2000                                    17,500
                  March 31, 2001                                       17,500
                  June 30, 2001                                        17,500

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                  September 30, 2001                                   17,500
                  December 31, 2001                                    17,500
                  March 31, 2002                                       17,500
                  June 30, 2002                                        17,500
                  September 30, 2002                                   17,500
                  December 31, 2002                                    17,500

                  Notwithstanding anything to the contrary in this Agreement or
         the Stock Option Agreement, if the employment of Executive is
         terminated by the Employer without "Cause" as defined in Section 4(a)
         hereof or by Executive for "Good Reason" as defined in Section 4(b)
         hereof, the Stock Options shall continue to vest as set forth above. If
         Executive is terminated for any other reason, the Stock Options that
         have not vested on the Termination Date shall not vest, and the terms
         of any applicable stock option agreement shall control the
         exercisability thereof.

                  (c) MISCELLANEOUS. Executive shall be entitled to the
         following additional benefits:


                           (i) Reimbursement of all properly documented business
                  expenses, in accordance with the Employer's policy, as may be
                  modified from time to time, for reimbursement of business
                  expenses; and

                           (ii) Such other benefits, including health benefits
                  and participation in Executive benefit plans, made available
                  to Executives of the Employer generally.

                  (d) ANNUAL BONUS. Executive may be entitled to receive an
         annual bonus at the sole discretion of the Board of Directors of the
         Employer. At the Executive's option, the annual bonus, if any, shall be
         payable in cash or in an amount of shares of the Employer's common
         stock that equals the amount of the bonus based upon the market price
         of the Employer's common stock on the date that the bonus is paid.

         SECTION 4. TERMINATION; COMPENSATION UPON TERMINATION. Notwithstanding
the provisions of Section 2 of this Agreement, this Agreement and Executive's
employment shall be terminated upon:

                  (a) THE OCCURRENCE OF CAUSE. For purposes of this Agreement,
         Employer shall have "Cause" to terminate the Executive's employment
         hereunder only upon:

                           (i) The willful and continued failure by the
                  Executive to substantially perform his duties as outlined
                  hereunder after demand for substantial performance is
                  delivered by the Board in writing to Executive;

                           (ii) The engaging by the Executive in criminal
                  conduct or conduct constituting moral turpitude that is
                  materially injurious to Employer, monetarily or otherwise;

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                           (iii) The continued willful insubordination of the
                  Executive after demand by the Board is delivered to the
                  Executive, in writing, specifically identifying the
                  insubordination;

                           (iv) The embezzlement or misappropriation by the
                  Executive of the funds of any of Employer or its affiliates;

                           (v) Acts of dishonesty or other acts (including any
                  breach of the Executive's covenants contained in this
                  Agreement) that cause material adverse harm to Employer (other
                  than as a consequence of good faith decisions made by the
                  Executive in the normal performance of the Executive's duties
                  hereunder);

                           (vi) Executive is convicted of a felony which carries
                  a minimum prison sentence upon conviction of one (1) year or
                  longer; and/or

                           (vii) Executive other wise commits a material breach
                  of this Agreement.

         Notwithstanding the foregoing, Executive shall not be deemed to have
been terminated for Cause unless and until there shall be delivered to him a
copy of a duly adopted resolution of the Employer's Board of Directors finding
that the Employer has "Cause" to terminate Executive as contemplated in this
Section 4(a). If Employer terminates Executive's employment for Cause, Employer
will pay Executive his Base Salary in effect on the date of termination through
the date of termination, prorated for any partial payroll period.

                  (b) EXECUTIVE'S DEATH. If this agreement is terminated due to
         Executive's death, the Employer will pay Executive's estate his Base
         Salary in effect on the date of termination through the date of
         termination, prorated for any partial payroll period.

                  (c) EXECUTIVE'S DISABILITY. For purposes of this Agreement,
         "Disability" means a disability by reason of the occurrence of any
         injury or disease (including mental illness) or a physical or mental
         condition that, in the opinion of an appropriate physician, (i) results
         in Executive becoming unable adequately to perform his customary duties
         for the Employer, either with or without reasonable accommodation, (ii)
         has lasted for a consecutive period of at least ninety (90) days, and
         (iii) is expected to continue to last for more than an additional
         consecutive period of at least ninety (90) days. If Executive's
         employment is terminated due to disability, Employer will pay Executive
         his Base Salary in effect on the date of termination through the date
         of termination, prorated for any partial payroll period.

                  (d) TERMINATION BY EMPLOYER WITHOUT CAUSE. Employer may
         terminate this Agreement and Executive's employment without Cause at
         any time, with or without notice. If Employer terminates Executive's
         employment without Cause, Employer will pay Executive (i) his Base
         Salary in effect on the date of termination through the date of
         termination, prorated for any partial payroll period and (ii) a

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         severance payment equal to Executive's Base Salary in effect on the
         date of termination for the shorter period of (A) that period of time
         remaining in the Term of this Agreement or (B) three (3) months.

                  (e) VOLUNTARY TERMINATION BY EXECUTIVE. Executive may
         terminate this Agreement at any time upon delivering thirty (30) days'
         written notice to the Employer. If Executive voluntarily terminates
         this Agreement, other than for "Good Reason," as hereinafter defined,
         Employer will pay Executive his Base Salary in effect on the date of
         termination through the date of termination, prorated for any partial
         payroll period. On or after the date the Employer receives notice of
         Executive's resignation (other than resignation for "Good Reason," as
         defined below), the Employer may, at its option, pay Executive his Base
         Salary through the effective date of his resignation and terminate his
         employment immediately.

                  (f) TERMINATION BY EXECUTIVE FOR GOOD REASON. Executive may,
         within sixty (60) days after the occurrence of "Good Reason," as
         defined below, voluntarily terminate his employment for "Good Reason,"
         as defined below, upon thirty (30) days written notice thereof to the
         Company. If Executive voluntarily terminates this Agreement for "Good
         Reason," as defined below, Employer will pay Executive (i) his Base
         Salary in effect on the date of termination through the date of
         termination, prorated for any partial payroll period and (ii) a
         severance payment equal to Executive's Base Salary in effect on the
         date of termination for the shorter period of (A) that period of time
         remaining in the Term of this Agreement or (B) three (3) months. On or
         after the date the Employer receives notice of Executive's resignation
         for "Good Reason," as defined below, the Employer may, at its option,
         pay the amounts set forth in this Section 4(f) and terminate his
         employment immediately. For purposes of this Agreement, "Good Reason"
         shall mean the occurrence of any of the following events: (i) a
         material reduction in Executive's authority or responsibility, but not
         including termination of Executive for "Cause;" (ii) reduction in the
         Base Salary payable to Executive; or (iii) the Company otherwise
         commits a material breach of this Agreement; provided that "Good
         Reason" shall not include the temporary appointment of another person
         to fulfill Executive's responsibilities during any period of disability
         of Executive.

                  (g) TERMINATION BY EXECUTIVE OR EMPLOYEE AFTER CHANGE OF
         CONTROL. Within one (1) year after the occurrence of a "Change of
         Control," as defined below, Employer may terminate Executive's
         employment and this Agreement without Cause and, upon thirty (30) days'
         written notice to Employer, Executive may terminate his employment and
         this Agreement for Good Reason (as defined in Section 4(f) above). If
         Executive's employment and this Agreement is terminated pursuant to
         this Section 4(g), Employer will pay Executive (i) his Base Salary in
         effect on the date of termination through the date of termination,
         prorated for any partial payroll period and (ii) a severance payment
         equal to Executive's Base Salary in effect on the date of termination
         and the amount Executive would have received under Section 3(b) of this
         Agreement for a period of one (1) year. On or after the date the
         Employer receives notice of Executive's termination under this Section
         4(g), the Employer may, at its option, pay the amounts set forth in
         this Section 4(g) and terminate Executive's employment immediately.

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         This Section 4(g) shall not apply if, after a Change of Control, the
         Employer has Cause (as defined in Section 4(a) above) to terminate
         Executive's employment or Executive does not have Good Reason (as
         defined in Section 4(f) above) to terminate his employment. For
         purposes of this Agreement, a "Change of Control" shall be deemed to
         exist upon the occurrence of any of the following: (i) the Employer is
         merged or consolidated or reorganized into or with another corporation,
         and as result of such merger, consolidation, or reorganization less
         than a majority of the combined voting power of the then-outstanding
         securities of such corporation or entity immediately after such
         transaction is held in the aggregate by the holders of Voting Stock (as
         hereafter defined) of the Employer immediately prior to such
         transaction; (ii) the Employer sells or otherwise transfers all or
         substantially all of its assets to any other corporation or legal
         person, less than a majority of the combined voting power of the
         then-outstanding securities of such corporation or legal person
         immediately after such sale or transfer is held in the aggregate by the
         holders of the Voting Stock of the Employer immediately prior to such
         sale or transfer, (iii) if during any period of twenty-four (24) months
         following a merger, tender offer, consolidation, sale of assets, or
         contested election, at least a majority of the Board of Directors of
         the Employer shall cease to be "Continuing Directors." For purposes of
         this Section 4(g), "Continuing Directors" shall mean directors of the
         Employer prior to such transaction or who subsequently became directors
         and whose election or nomination for election by the stockholders of
         the Employer was approved by a vote of at least two-thirds (2/3) of the
         directors then still in office prior to such transaction. The term
         "Voting Stock" shall mean, for purposes of this Section 4(g), the
         then-outstanding securities entitled to vote generally in the election
         of directors of the Employer.

         SECTION 5. PROPRIETARY AND CONFIDENTIAL INFORMATION.

                  (a) Executive acknowledges that he has become familiar with,
         and during the Term of this Agreement, Employer agrees that it will
         provide access to Executive and make Executive familiar with, various
         trade secrets and confidential information consisting of, among other
         things: trade secrets, methods of operation and production, patents,
         techniques, designs, processes, technologies, compilations of
         information, past, present and prospective customer lists, records,
         copyrights, and specifications that are owned and commercially
         beneficial and valuable to the Employer, including any compilation of
         various trade secrets or data derived from such information
         (collectively, the "Proprietary Information"). The Proprietary
         Information does not include information which (i) at the time it is
         disclosed by the Executive was already in the public domain or (ii) is
         required to be disclosed by applicable law, regulation or judicial or
         regulatory process.

                  (b) Executive agrees that Executive will not disclose, either
         during Executive's employment with the Employer or at any time after
         Executive's termination, for whatever reason, any Proprietary
         Information to any person or entity, except in the course of
         Executive's duties on behalf of the Employer, and that, similarly,
         Executive will not, at any time, use such information for the benefit
         of any person or entity other than the Employer. Executive agrees that
         upon Executive's termination of employment, Executive will deposit with
         or return to the Employer all copies (in any media, including, without

                                       5.
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         limitation, electronic storage media) of documents, records, notebooks
         or any other information or documentation of the Employer's Proprietary
         Information, and all derivatives thereof, whether the Proprietary
         Information or documentation was developed or prepared by Executive or
         by others. Executive acknowledges that this covenant of nondisclosure
         is an integral term of this Agreement and is given in consideration of
         Executive's employment and the other consideration granted in this
         Agreement.

         SECTION 6. NONCOMPETITION.

                  (a) Executive agrees that prior to the termination of this
         Agreement and for a period of two (2) years after the termination of
         Executive's employment, Executive shall not, without the prior written
         consent of the Employer, which consent may be withheld in the
         Employer's sole discretion, engage, whether for compensation or not, as
         an individual proprietor, owner, partner, stockholder, officer,
         director, executive, agent, investor, consultant, sales representative
         or in any other capacity whatsoever in any activity or endeavor that
         involves the management, administration, manufacturing, designing,
         marketing, selling or purchasing operations in the development and
         distribution of 3D films or videos, the provision of producer services,
         audio-visual rentals, sales, installations, staging services and
         turnkey solutions for productions, concerts, corporate events, or trade
         shows, multimedia, the development or use of high bandwidth technology,
         animation or in any other business in which the Employer is involved,
         within fifty (50) miles of any area in which the Employer sold or
         provided products or services in the twenty-four (24) months
         immediately preceding the termination of Executive's employment.
         Additionally, Executive agrees that prior to the termination of this
         Agreement and for a period of two (2) years after termination of
         Executive's employment, Executive will not, directly or indirectly,
         attempt to solicit or conduct business with any person or entity that
         is a client, customer or active prospect of the Employer at any time in
         the twenty-four (24) months immediately preceding the termination of
         Executive's employment if such business would be in competition with
         the Employer's business. Executive acknowledges Executive's duty, both
         by contract and common law, not to interfere with contractual
         relationships and not to use proprietary and confidential information
         about customers or clients of the Employer for the advantage of any
         person or entity other than the Employer.

                  (b) Executive further agrees, during Executive's employment
         and after Executive's termination for whatever reason, notwithstanding
         any allegation of breach of this Agreement, not to solicit, influence
         or attempt to influence, directly or indirectly, any employee of the
         Employer to terminate his or her employment or other contractual
         relationship with the Employer for any reason including, without
         limitation, working for a competitor.

                  (a) The covenants of the Executive contained in this Section 6
         will be construed as independent of any other provision in this
         Agreement, and the existence of any claim or cause of action by the
         Executive against the Employer will not constitute a defense to the
         enforcement by the Employer of said covenants. Executive further agrees

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         that notwithstanding any other alleged breach of this Agreement, the
         provisions of this Section 6 will be valid and binding upon Executive.

                  (b) The Executive understands that the covenants contained in
         this Section 6 are essential elements of the transactions contemplated
         by this Agreement and, but for the agreement of the Executive to this
         Section 6, the Employer would not have agreed to enter into such
         transactions.

                  (c) Executive further agrees and acknowledges that this
         Agreement (i) is reasonable as to length of time, scope and geographic
         area for purposes of protecting the commercial advantages enjoyed by
         the Employer, (ii) will not interfere with Executive's ability to
         pursue a proper livelihood in the event of termination of Executive's
         employment with the Employer, (iii) does not impose a greater restraint
         than is necessary to protect the goodwill or business interests of the
         Employer and (iv) is more than adequately paid for in the consideration
         derived by Executive under this Agreement.

                  (d) The Employer and Executive also agree that the court under
         Section 17(a) or arbitrators under Section 17(b) will have jurisdiction
         to modify any provisions of this covenant of noncompetition in
         accordance with the court's or arbitrators' respective ruling as to
         reasonableness or scope of application and that, consistent with
         Section 12 of this Agreement, this Agreement shall remain enforceable
         as modified or amended in the jurisdiction where this Agreement is so
         modified or amended.

         SECTION 7. ASSIGNMENT OF INVENTIONS. Executive hereby assigns and
agrees to assign to Employer, its successors, assigns or nominees, all of
Executive's rights to any discoveries, inventions and improvements, whether
patentable or not, made, conceived or suggested, either solely or jointly with
others, by Executive while in the Employer's employ, whether in the course of
Executive's employment, with the use of Employer's time, material or facilities,
or that is in any way within or related to the existing or contemplated scope of
Employer's business. Upon request by Employer with respect to any such
discoveries, inventions or improvements, Executive will execute and deliver to
Employer, at any time during or after Executive's employment, all appropriate
documents for use in applying for, obtaining and maintaining such domestic and
foreign patents as Employer may desire, and all proper assignments therefor,
when so requested, at the expense of Employer, but without further or additional
consideration. Executive acknowledges that to the extent permitted by law, all
work papers, reports, documentation, drawings, photographs, negatives, tapes and
masters therefor, prototypes and other materials (hereinafter, "items"),
including, without limitation, any and all such items generated and maintained
on any form of electronic media, generated by Executive during Executive's
employment with Employer will be considered a "work made for hire" and that
ownership of any and all copyrights in any and all such items shall belong to
Employer. The item will recognize Employer as the copyright owner, will contain
all proper copyright notices, e.g., "(creation date) New Visual Entertainment,
Inc., All Rights Reserved," and will be in condition to be registered or
otherwise placed in compliance with registration or other statutory requirements
throughout the world.

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         SECTION 8. EXECUTIVE'S ACKNOWLEDGMENTS AND REPRESENTATIONS. Executive
represents and warrants that he is free to enter into this Agreement and to
perform each of the terms and covenants of it. Executive represents and warrants
that he is not restricted or prohibited, contractually or otherwise, from
entering into and performing this Agreement, and that his execution and
performance of this Agreement is not a violation or breach of any other
agreement between Executive and any other person or entity.

         SECTION 9. ATTORNEYS' FEES AND COSTS. If any action in arbitration or
at law or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party will be entitled to reasonable attorneys' fees,
costs and necessary disbursements in addition to any other relief to which he or
it may be entitled.

         SECTION 10. WAIVER OF BREACH. The actual or apparent waiver by either
party to this Agreement of a breach of any provision of this Agreement will not
operate or be construed as an actual or constructive waiver of that breach or
any subsequent breach by any party. Waivers are not effective unless in writing
and signed by the party granting the waiver.

         SECTION 11. MULTIPLE COUNTERPARTS. This Agreement may be executed in
counterparts, each of which for all purposes is to be deemed an original, and
all of which constitute, collectively, one agreement. In making proof of this
Agreement, it will not be necessary to produce or account for more than one
counterpart of this Agreement. Furthermore, a photocopy of any counterpart will
be valid and have the same effect as an original.

         SECTION 12. SEVERABILITY AND SAVINGS CLAUSE. If any one or more of the
provisions or subjects contained in this Agreement is for any reason held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability will not affect the validity and enforceability of any other
provisions or subjects of this Agreement, and it is the intention of the parties
that there shall be substituted for such invalid, illegal or unenforceable
provision a provision as similar to such provision as may be possible and yet be
valid, legal and enforceable. Further, should any provisions of this Agreement
ever be reformed or rewritten by a judicial or arbitration body, those
provisions as rewritten will be binding on Executive and the Employer as if
contained in the original Agreement.

         SECTION 13. SUCCESSORS; SURVIVAL; AFFILIATES. This Agreement and the
rights and obligations under this Agreement will be binding upon and inure to
the benefit of the parties to this Agreement and their respective legal
representatives, and will also bind and inure to the benefit of any successor of
the Employer by merger or consolidation or any assignee of all or substantially
all of the Employer's assets. Except to any such successor or assignee of the
Employer, neither this Agreement nor any rights or benefits under this Agreement
may be assigned by either party to this Agreement. Each covenant on the part of
Executive contained in Section 5 shall be construed as an agreement independent
of any other provision of this Agreement and shall survive the termination of
this Agreement. The existence of any claim or cause of action of Executive
against the Employer, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Employer of any such
covenant. The protective covenants in Sections 5, 6 and 7 shall also inure to

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the benefit of the Employer's affiliates (as hereinafter defined) and these
covenants shall be enforceable against Executive by each of such affiliates as
third party beneficiaries. An "affiliate" of the Employer is any person or
entity that directly, or indirectly through one or many intermediaries, controls
or is controlled by, or is under common control with, the Employer.

         SECTION 14. ENTIRE AGREEMENT. This Agreement supersedes any and all
other agreements, either oral or in writing, between the parties with respect to
Executive's employment by the Employer and contains all of the covenants and
agreements between the parties with respect to such employment. This Agreement
can only be changed by the parties in writing, executed by the party against
whom enforcement of any modifications may be sought.

         SECTION 15. GOVERNING LAW. This Agreement will be governed by and
construed in accordance with the substantive laws of the State of California
without regard to conflict of law provisions.

         SECTION 16. NOTICES. Any notice under this Agreement will be in writing
and will be deemed to have been duly given when delivered personally or three
(3) days after such notice is deposited in the United States mail, registered,
postage prepaid, and addressed, to the Employer, at its principal office, or to
Executive at Executive's last permanent address as shown on the Employer's
records.

         SECTION 17. REMEDIES.

                  (a) INJUNCTIVE RELIEF. Executive agrees that a breach or
         threatened breach, based on reasonable and good faith evidence of a
         breach on Executive's part, of any covenant contained in Sections 5, 6
         or 7 will cause irreparable damage to the Employer. For that reason,
         Executive further agrees that the Employer is entitled as a matter of
         right to an injunction from any court of competent jurisdiction,
         restraining any further violation of any of such covenants by
         Executive, Executive's future employers, Executives, partners, agents
         or any person or entity related, directly or indirectly, to Executive.
         The right to an injunction is in addition to whatever other remedies
         the Employer may have, including specifically the recovery of damages.
         Venue for any action under this Section 17(a) shall be in the state or
         federal courts located in San Diego County, California.

                  (b) ARBITRATION. Except to the extent provided in Section
         15(a) above, any controversy of any nature whatsoever, including but
         not limited to tort claims, statutory claims or contract disputes,
         between the parties to this Agreement (including their directors,
         officers, executives, agents, successors, assigns, heirs, executors and
         beneficiaries) relating to the formation, execution, interpretation,
         breach or enforcement of this Agreement, or relating to any other
         matter arising from Executive's employment with the Employer, shall be
         submitted to arbitration before the American Arbitration Association
         ("AAA"), in accordance with their rules then in effect and the
         substantive law of the State of California and the United States. The
         arbitration shall be held in San Diego County, California. Each of the
         parties to this Agreement shall appoint one person as an arbitrator to

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         hear and determine such disputes, and if they should be unable to
         agree, then the two arbitrators shall choose a third arbitrator from a
         panel made up of experienced arbitrators selected pursuant to the
         procedures of the AAA and, once chosen, the third arbitrator's decision
         shall be final, binding and conclusive upon the parties to this
         Agreement. The arbitrators may not award punitive or exemplary damages
         for tort, contract or other common law claims, but will have the power
         to award such damages to the extent permitted by an applicable statute
         and to award prejudgment interest and attorneys' fees to the prevailing
         party. The award of the arbitration panel may be confirmed by any state
         or federal court of competent jurisdiction located in San Diego County,
         California, and may be challenged only upon the grounds provided in
         Section 10 of the Federal Arbitration Act, Title 9, United States Code.
         This agreement to arbitrate shall survive the execution of this
         Agreement. THE RIGHT TO ARBITRATE IS INTEGRAL TO AND NOT SEVERABLE FROM
         THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS
         ARBITRATION AGREEMENT AND KNOWINGLY CONSENT TO ITS CONSEQUENCES,
         INCLUDING THE WAIVER OF THE RIGHT TO LITIGATE CERTAIN DISPUTES. The
         expenses of such arbitration will be borne by the losing party or in
         such proportion as the arbitrators decide. A material or anticipatory
         breach of any section of this Agreement will not release either party
         from the obligations of this Section 17.

                           [SIGNATURE PAGE TO FOLLOW]

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         The parties hereto have executed the Agreement as of the date first
mentioned above.


                               NEW VISUAL ENTERTAINMENT, INC.



                               By:    /s/ Ray Willenberg, Jr.
                                    --------------------------------------------
                                    Ray Willenberg, Jr., Chief Executive Officer



                                      /s/ John Howell
                                    --------------------------------------------
                                    John Howell

                                      11.