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NVEI

http://www.hellosoft.com/partners/default.htm


Today's 8k:

New Visual Corporation (the "Company") and HelloSoft, Inc. (the
"Strategic Partner") entered into an amendment, effective as of October 11, 2004
(the "Amendment"), to their Services Agreement dated as of March 31, 2004 (the
"Original Agreement") pursuant to which the Strategic Partner will provide
development services relating to the Company's semiconductor chipset. The
Original Agreement provides that, upon the Company's request from time to time,
the Strategic Partner is to provide services to be specified pursuant to
mutually agreed upon terms. The Amendment represents the first project that the
Strategic Partner is undertaking pursuant to the Original Agreement.

In consideration for the services being rendered under the Amendment,
the Company has agreed to pay to the Strategic Partner $185,000, half of which
will be paid in shares of the Company's common stock, par value $0.001 (the
"Common Stock"), at 25% discount from the per share closing price of the
Company's Common Stock on the day of the commencement of services. The other
half will be remitted in cash, periodically, upon completion by the Strategic
Partner and acceptance by the Company of specified milestones. The Strategic
Partner has assigned to the Company the rights to any improvements,
developments, discoveries or other inventions that may be generated by the
Strategic Partner in its performance of the services to be provided under the
Amendment.