The Jailhouse

[GATEKEEPER]

VOTE NO NVEI ERS:
VOTE NO OR GET DILUTED TO OBLIVION:
To the extent that shares of common stock are authorized but not issued in connection with the above transactions, such shares will be available for our
issuance in the future. Shareholder approval will not be required for any such future issuance, except as may be required by applicable law or the rules of any stock exchange on which our securities may then be listed. The Board of Directors believes that the availability of additional authorized shares may allow New Visual to redeem, convert or restructure indebtedness, issue stock dividends or distributions, take prompt advantage of market and other conditions in connection with possible financings or acquisitions, and issue common stock for other proper corporate purposes when such action is deemed advisable or desirable by the Board of Directors.
In order to increase the number of authorized shares of our common stock, we will need to amend the first paragraph of Article Four of our Articles of Incorporation. Currently, our Articles of Incorporation provide for the issuance of up to 100 million shares of common stock. The Board of Directors unanimously adopted a resolution proposing and declaring advisable that Article Four of our Articles of Incorporation be amended in order to increase the number of authorized shares of common stock to 500 million shares and recommending the adoption of the proposed amendment by our shareholders. If approved, the text of this amended first paragraph of Article Four would read as follows:

"The aggregate number of shares which the Corporation shall have the authority to issue is five hundred fifteen million shares (515,000,000), of which five hundred million shares (500,000,000) shall be designated as Common Stock, $.001 par value per share and fifteen million shares (15,000,000) shall be designated as Preferred Stock, $.01 par value per share."
If the shareholders approve this proposal, it will become effective upon filing of an amendment to the Articles of Incorporation with the Secretary of State of the State of Utah.
Approval of the proposed amendment requires the affirmative vote of shareholders holding a majority of the total voting power of the common stock. Abstentions and broker non-votes have the same effect as votes "against" the proposal. As a condition to the Mercatus loan agreement, each of the directors has agreed to vote his shares in favor of this proposal. As of the record date, our directors held 3,165,665 shares of common stock, which represents approximately 4.8% of our outstanding shares.
We recommend a vote AGAINST the proposal to amend Article IV of our Articles of Incorporation to increase our authorized common stock to 500 million shares.