EXHIBIT 4.22
SECURITY AGREEMENT
BY AND AMONG
VISUAL BIBLE INTERNATIONAL, INC.
AND
THE B UNIT DEBENTURE HOLDERS SIGNATORY HERETO
AUGUST ___, 2003
SECURITY AGREEMENT (this "Agreement"), dated as of August ___, 2003, by
and among VISUAL BIBLE INTERNATIONAL, INC., a Florida Corporation (the
"Debtor"), and the holders of the B Unit Debentures signatory hereto (each, a
"Secured Party" and collectively, the "Secured Parties"). Any capitalized term
used herein but not otherwise defined shall have the meaning ascribed to such
term in the B Unit Subscription Agreements (defined below).
Each Secured Party has executed a subscription agreement (each, a "B Unit
Subscription Agreement") for the purchase of B Units consisting of B Unit
Debentures, B Unit Subscription Shares and B Unit Warrants. This Agreement is
being executed in connection with the purchase of the B Units.
In consideration of the parties mutual covenants and agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. DEFINED TERMS
1.1 Definitions. (a) The following terms which are defined in the
Uniform Commercial Code in effect in the State of New York on the date hereof
are used herein as so defined: "Accounts", "Certificated Security", "Chattel
Paper", "Commercial Tort Claim", "Deposit Account", "Document", "Electronic
Chattel Paper", "Equipment", "Fixture", "General Intangible", "Goods",
"Instrument", "Inventory", "Investment Property", "Letter-of-Credit Right",
"Payment Intangible", "Proceeds" or "Security Accounts".
(a) The following terms shall have the following meanings:
"Debtor Obligations" means the collective reference to the unpaid
principal of and interest on the B Unit Debentures and all other
obligations and liabilities of the Debtor to each Secured Party, whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in
connection with, the B Unit Debentures or the B Unit Subscription
Agreement, this Agreement, or any other document made, delivered or given
in connection therewith, in each case whether on account of principal,
interest, reimbursement obligations, fees, indemnities, costs, expenses or
otherwise.
"Code" means the Uniform Commercial Code as from time to time in
effect in the State of New York.
"Collateral" is defined in Section 2.1.
"Liens" means in respect of property or assets, any mortgage,
pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or other), preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same economic
effect as any of the foregoing, and the filing of any financing statement
under the Code or comparable law of any jurisdiction in respect of any of
the foregoing).
"Person" means any individual, corporation , partnership, limited
liability company, joint venture, trust, unincorporated organization,
other form of business or legal entity or government authority.
"Securities Act" means the Securities Act of 1933, as amended.
SECTION 2. GRANT OF SECURITY INTEREST
2.1 Collateral. As collateral security for the prompt and complete
payment and performance when due (whether at the stated maturity by acceleration
or otherwise) of the Debtor Obligations, the Debtor hereby assigns, mortgages,
pledges, hypothecates, transfers and sets over to the Secured Parties, grants a
continuing security interest (the "B Unit Security Interest") to the Secured
Parties on all properties and assets of the Debtor described herein and in all
properties and assets in which such Debtor at any time in the future may acquire
any right, title or interest, including, without limitation, the following
(collectively, the "Collateral"):
(a) all Accounts, including, but not limited to, all accounts
receivable;
(b) all Chattel Paper and Electronic Chattel Paper, both tangible
and intangible;
(c) all Inventory;
(d) all Equipment;
(e) all Fixtures;
(f) all other Goods (not included in (c) through (e) above);
(g) all Instruments, including promissory notes;
(h) all Certificated Securities;
(i) all Investment Property;
(j) all Documents;
(k) all Deposit Accounts;
(l) all Commercial Tort Claims;
(m) all Letter-of-Credit Rights;
(n) any and all rights, title and interests in any partnership;
(o) the following intellectual property (collectively, the
"Intellectual Property"):
(i) all United States, international and foreign patents,
patent applications and statutory invention registrations, together
with all reissues, divisions, continuations, continuations-in-part,
extensions and reexaminations thereof, all inventions therein, all
rights therein provided by international treaties or conventions and
all improvements thereto, and all other rights of any kind
whatsoever of Debtor accruing thereunder or pertaining thereto (the
"Patents");
(ii) all trademarks (including, without limitation, service
marks), certification marks, collective marks (and all goodwill
residing in and identified by said marks), trade dress, logos,
domain names, product configurations, trade names, business names,
corporate names and other source identifiers, whether or not
registered, whether currently in use or not, and all other marks
registered in the U.S. Patent and Trademark Office or in
2
any office or agency of any State or Territory of the United States
or any foreign country and all rights therein provided by
international treaties or conventions, all reissues, extensions and
renewals of any of the foregoing, together in each case with the
goodwill of the business connected therewith and symbolized thereby,
and all rights corresponding thereto throughout the world and all
other rights of any kind whatsoever of Debtor accruing thereunder or
pertaining thereto (the "Trademarks");
(iii) all copyrights, copyright applications, copyright
registrations and like protections in each work of authorship,
whether statutory or common law, whether published or unpublished,
any renewals or extensions thereof, all copyrights of works based
on, incorporated in, derived from, or relating to works covered by
such copyrights, together with all rights corresponding thereto
throughout the world and all other rights of any kind whatsoever of
such accruing thereunder or pertaining thereto (the "Copyrights");
(iv) all of Debtor's confidential and proprietary information,
including, without limitation, know-how, trade secrets,
manufacturing and production processes and techniques, inventions,
research and development information, technical data, financial,
marketing and business data, pricing and cost information, business
and marketing plans and customer and supplier lists and information
(the "Trade Secrets");
(v) all of Debtor's computer software programs and databases
(including, without limitation, source code, object code and all
related applications and data files), firmware, and documentation
and materials relating thereto, and all rights with respect to the
foregoing, together with any and all options, warranties, service
contracts, program services, test rights, maintenance rights,
improvement rights, renewal rights and indemnifications and any
substitutions, replacements, additions or model conversions of any
of the foregoing (the "Computer Software");
(vi) all of Debtor's license agreements, permits,
authorizations and franchises, whether with respect to the Patents,
Trademarks, Copyrights, Trade Secrets or Computer Software, or with
respect to the patents, trademarks, copyrights, trade secrets,
computer software or other proprietary right of any other Person,
and all income, royalties and other payments now or hereafter due
and/or payable with respect thereto, subject, in each case, to the
terms of such license agreements, permits, authorizations and
franchises, (the "Licenses");
(vii) any and all of Debtor's claims for damages for past,
present and future infringement, misappropriation or breach with
respect to the Patents, Trademarks, Copyrights, Trade Secrets,
Computer Software or Licenses, with the right, but not the
obligation, to xxx for and collect, or otherwise recover, such
damages;
(p) any and all other General Intangibles, including Payment
Intangibles;
(q) any other tangible or intangible property not included in
the property set forth above;
(r) all other rights appurtenant to the property described
above; and
(s) all cash and noncash Proceeds of any and all of the
foregoing.
3
2.2 Excluded Collateral. Notwithstanding the provisions of Section
2.1, the grant of security interest provided for therein shall not extend to,
and the term "Collateral" shall not include, any assets listed on Schedule 2.2
attached hereto.
SECTION 3. [INTENTIONALLY OMITTED]
SECTION 4. COVENANTS
The Debtor covenants and agrees with the Secured Parties that, from
and after the date of this Agreement, until this Agreement is terminated and the
security interests created hereby are released:
4.1 Delivery of Instruments and Chattel Paper. Unless the same have
been or are delivered pursuant to Section 4.1 of the Security Agreement, dated
as of December 24, 2002, by and among the Debtor and the holders of the A Unit
Debentures (the "A Unit Security Agreement"), if any amount payable under or in
connection with any of the Collateral shall be or become evidenced by any
Instrument or Chattel Paper, such Instrument or Chattel Paper shall be
immediately delivered to the Secured Parties, duly indorsed in a manner
satisfactory to the Secured Parties holding a majority (based upon the original
principal amounts of the B Unit Debentures) of the outstanding B Unit Debentures
(the "Majority Holders"), to be held as Collateral pursuant to this Agreement.
In the event that any such Instrument or Chattel Paper is delivered pursuant to
Section 4.1 of the A Unit Security Agreement and the A Unit Security Agreement
is subsequently terminated while this Agreement remains in effect, Debtor shall
immediately cause such Instrument or Chattel Paper to be delivered to the
Secured Parties as described in the preceding sentence.
4.2 Maintenance of Insurance. (a) Debtor will maintain, with
financially sound and reputable companies, insurance policies (i) insuring the
Inventory and Equipment owned by such Debtor against loss by fire, explosion,
theft and such other casualties as may be reasonably satisfactory to the
Majority Holders and (ii) insuring the Debtor, against liability for personal
injury and property damage relating to such Inventory and Equipment owned by the
Debtor, such policies to be in such form and amounts and having such coverage as
may be reasonably satisfactory to the Majority Holders.
(b) Debtor shall deliver to the Secured Parties copies of, or
certificates of the issuing companies with respect to, endorsements of any and
all policies of insurance owned by Debtor as described in preceding subsection
(a), naming the Secured Parties as a loss payee and each Secured Party as an
additional insured and indicating that the policy will not be terminated or
amended without at least thirty (30) days' prior written notice from the insurer
to the Majority Holders.
(c) As further security for the due payment and performance of the
Debtor Obligations, the Debtor hereby assigns to the Secured Parties all sums
which may become payable under or in respect of any policy of insurance owned by
such Debtor covering or in any manner relating to the Collateral, and the Debtor
hereby directs each insurance company issuing any such policy to make payment of
such sums directly to the Secured Parties. Debtor hereby appoints the Majority
Holders as Debtor's attorney-in-fact (to act through a representative chosen by
the Majority Holders (such representative, the "Majority Representative") and in
Debtor's or in the Secured Parties' name to do one or more of the following: (i)
endorse any check or draft representing any such payment or execute any proof of
claim, subrogation receipt or any other document required by such insurance
company as a condition to or otherwise in connection with such payment; or (ii)
assign any such policies. All such sums received by the Secured Parties shall be
applied by the Secured Parties to satisfaction of the Debtor Obligations or, to
the extent that such sums represent unearned premiums in respect of any policy
of insurance on the Collateral refunded by reason of cancellation, toward
payment for similar insurance protecting the
4
respective interests of Debtor and the Secured Parties, or as otherwise required
by applicable law, and to the extent not so applied shall be paid over to
Debtor.
(d) The Debtor shall deliver to the Secured Parties a report of a
reputable insurance broker with respect to such insurance as the Secured Parties
may from time to time reasonably request.
4.3 Maintenance of B Unit Perfected Security Interest, Further
Documentation. (a) Debtor argues that it shall use its best efforts to perfect
(including, without limitation, preparing and filing any required financing
statements and delivering to the Secured Parties (or their representative) such
Collateral as may only be perfected by possession) the security interest in the
Collateral created by this Agreement within ten (10) days of the date hereof.
Debtor shall maintain the security interest created by this Agreement as a
perfected security interest and shall defend such security interest against the
claims and demands of all Persons whomsoever.
(b) At any time and from time to time, upon the written request of
the Secured Parties, and at the sole expense of the Debtor, the Debtor will
promptly and duly execute and deliver such further instruments and documents and
take such further actions as the Secured Parties may reasonably request for the
purpose of obtaining or preserving the full benefits of this Agreement and of
the rights and powers herein granted, including, without limitation, the filing
of any financing or continuation statements under the Uniform Commercial Code in
effect in any jurisdiction with respect to the security interests created
hereby.
(c) The B Unit Security Interest granted hereunder shall upon
completion of all required filings and registrations rank subordinate to all of
the security interests previously granted by the Debtor which are currently
existing.
4.4 Change of Name; Identity; Corporate Structure; or Chief
Executive Office Location of Inventory and Equipment. Debtor will not change its
name, identity, corporate structure (including, without limitation, its
jurisdiction of formation) or the location of its chief executive office or
location of its Inventory or Equipment without (i) giving the Secured Parties at
least thirty (30) days' prior written notice clearly describing such new name,
identity, corporate structure or new location and providing such other
information in connection therewith as the Majority Holders may request, and
(ii) taking all action satisfactory to the Majority Holders as they may
reasonably request to maintain the security interest of the Secured Parties in
the Collateral intended to be granted hereby at all times fully perfected with
the same or better priority and in full force and effect.
4.5 Maintain Records. Debtor will keep and maintain at its own cost
and expense satisfactory and complete records of the Collateral.
4.6 Right of Inspection. Debtor shall ensure that any one or more
representatives, agents and advisers of Secured Parties will, on reasonable
grounds and with reasonable prior notice (but not more often than once during
each financial year of Debtor unless the Majority Holders reasonably believes
that an Event of Default has occurred), be allowed to have access to the assets,
books, records and premises of Debtor and to inspect the same during normal
business hours (at the expense of Debtor or its agent).
4.7 Payment of Obligations. Debtor will pay promptly when due all
taxes, assessments and governmental charges or levies imposed upon the
Collateral, as well as all claims of any kind (including, without limitation,
claims for labor, materials, supplies and services) against or with respect to
the Collateral, except that no such charge need be paid if (i) the validity
thereof is being contested in good faith by appropriate proceedings, (ii) such
proceedings do not involve, in the sole
5
reasonable opinion of the Majority Holders, any material danger for the sale,
forfeiture or loss of any of the Collateral or any interest therein and (iii)
such charge is adequately reserved against on the Debtor's books in accordance
with generally accepted accounting principles.
4.8 Disposition of Collateral. Debtor shall not be entitled to sell
or otherwise dispose of any of the Collateral except for the sale of Inventory
and the collection of Accounts in the ordinary course of the Company's business;
provided, however, that at any time that there is an Event of Default (as
defined herein) outstanding, Debtor shall not be entitled to sell or other
dispose of Inventory or collect Accounts.
SECTION 5. REMEDIES
5.1 Default. The B Unit Security Interest shall become enforceable,
and the Secured Parties shall be entitled to exercise the remedies set forth in
this Section 5 immediately upon the occurrence of a material breach of any of
the covenants contained in this Agreement or a default or event of default (as
defined as either (a) a material breach of any of the covenants set out herein
following (i) receipt by the Debtor of written notice of such material breach
from the Secured Parties (which notice shall include reasonable particulars of
such breach), and (ii) the expiration of a ten (10) day cure period during which
the Debtor has failed to remedy such breach, or (b) a default or event of
default (as defined in either of the B Unit Debenture or in the B Unit
Subscription Agreement); provided that all required notices of default have been
provided to the Debtor; and provided further that all applicable cure periods
with respect to such default have expired and the Debtor has not remedied such
default prior to the expiration thereof) (each, an "Event of Default")). Each
Secured Party shall be entitled to receive its pro-rata share (based upon the
percentage that such Secured Party's aggregate principal advances to the Debtor
represent of the total aggregate principal advances by all of the Secured
Parties to the Debtor) of all proceeds received as a result of the enforcement
of the B Unit Security Interest.
5.2 Control of Remedies. Any of the remedies set forth in this
Section 5 shall be controlled by the Majority Holders and the determination of
the Majority Holders shall be binding upon other Secured Parties.
5.3 Rights and Remedies Generally. If an Event of Default shall
occur and be continuing, then and in every such case, each Secured Party shall
have all the rights of a secured party under the Code, shall have all rights now
or hereafter existing under all other applicable laws, and, subject to any
mandatory requirements of applicable law then in effect, shall have all the
rights set forth in the B Unit Debenture, the B Unit Subscription Agreement,
this Agreement and any other agreements related thereto and all the rights set
forth with respect to the Collateral in any other security agreement between the
parties.
5.4 Assembly of Collateral. If an Event of Default shall occur and
be continuing, upon reasonable notice to Debtor, Debtor shall, at its own
expense, assemble the Collateral (or from time to time any portion thereof) and
make the Collateral available to the Secured Parties at any place or places
designated by the Majority Holders.
5.5 Disposition of Collateral. The Majority Holders will give Debtor
reasonable notice of the time and place of any public sale of the Collateral or
any part thereof or of the time after which any private sale or any other
intended disposition thereof is to be made. Debtor agrees that the requirements
of reasonable notice to it shall be met if such notice is mailed, postage
prepaid at least ten (10) days before the time of any public sale or after which
any private sale may be made.
6
5.6 Notification to Account Debtors and Other Persons Obligated on
Collateral. If an Event of Default shall have occurred and be continuing, Debtor
shall, at the request of the Majority Holders, notify account debtors and other
persons obligated on any of the Collateral of the security interest of the
Secured Party in any Account, Chattel Paper, General Intangible, Instrument or
other Collateral and that payment thereof is to be made directly to the Secured
Parties or to any financial institution designated by the Majority Holders as
the Secured Parties' agent therefor, and the Majority Holders may themselves, if
an Event of Default shall have occurred and be continuing, without notice to or
demand upon Debtor, so notify account debtors and other persons obligated on
Collateral. After the making of such a request or the giving of any such
notification, Debtor shall hold any proceeds of collection of Accounts, Chattel
Paper, General Intangibles, Instruments and other Collateral received by Debtor
as trustee for the Secured Parties without commingling the same with other funds
of Debtor and shall turn the same over to the Secured Parties in the identical
form received, together with any necessary endorsements or assignments. The
Secured Parties shall apply the proceeds of collection of Accounts, Chattel
Paper, General Intangibles, Instruments and other Collateral received by the
Secured Parties to the Liabilities.
5.7 Recourse. Debtor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to
satisfy the Debtor Obligations. Debtor shall also be liable for all reasonable
expenses of the Secured Parties incurred in connection with collecting such
deficiency, including, without limitation, the reasonable fees and disbursements
of any outside attorneys employed by the Secured Parties to collect such
deficiency. The Secured Parties shall promptly return to Debtor any proceeds of
any sale or other disposition of the Collateral in excess of the Liabilities and
any reimbursable expenses incurred in connection with the satisfaction thereof.
5.8 Expenses; Attorneys Fees. Debtor shall reimburse the Secured
Parties for all their reasonable expenses in connection with the exercise of its
rights hereunder, including, without limitation, all reasonable outside
attorneys' fees and legal expenses incurred by the Secured Parties. All such
expenses shall be secured hereby.
5.9 Limitation. Notwithstanding anything herein to the contrary, any
action permitted by the B Unit Subscription Agreement or B Unit Debenture shall
not be deemed a breach of this Agreement.
SECTION 6. MISCELLANEOUS
6.1 Successors and Assigns. Except as otherwise provided in this
Agreement, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective permitted successors and assigns of the
parties. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.
6.2 Amendments and Waivers. This Agreement may be supplemented or
amended only by a subsequent writing signed by each of the parties hereto (or
their successors or permitted assigns), and any provision hereof may be waived
only by a written instrument signed by the party charged therewith.
NOTWITHSTANDING THE FOREGOING, EACH SECURED PARTY HEREBY AGREES THAT THIS
AGREEMENT AND EACH AND EVERY OF THE RIGHTS AND OBLIGATIONS OF EACH SECURED PARTY
HEREUNDER MAY BE CHANGED, MODIFIED OR AMENDED IN SUCH MANNER AS MAY BE MUTUALLY
DETERMINED BY THE DEBTOR AND THE MAJORITY HOLDERS.
7
6.3 Notices. Unless otherwise provided, any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon delivery, when delivered personally or by overnight courier or sent by
telegram or fax, or forty-eight (48) hours after being deposited in the United
States mail as certified or registered mail with postage prepaid, and addressed
to the party to be notified at such party's address as set forth as set forth in
the B Unit Subscription Agreement or as subsequently modified by written notice.
6.4 Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be
automatically reformed so as to be enforceable while as nearly as possible
preserving the original intent of the parties.
6.5 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ITS CONFLICTS OF LAWS, RULES OR PRINCIPLES.
6.6 JURISDICTION AND VENUE. ANY SUIT, ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT SHALL BE BROUGHT IN THE COURTS OF NEW YORK COUNTY IN
THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK. THE PARTIES HEREBY ACCEPT THE EXCLUSIVE JURISDICTION OF
THOSE COURTS FOR THE PURPOSE OF ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES
HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
THAT ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT,
ACTION OR PROCEEDING RISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY JUDGMENT
ENTERED BY ANY COURT IN RESPECT THEREOF BROUGHT IN ANY OF THE ABOVE DESCRIBED
COURTS AND HEREBY FURTHER IRREVOCABLY WAIVE ANY CLAIM THAT ANY SUIT, ACTION OR
PROCEEDING BROUGHT IN NEW YORK COUNTY, NEW YORK, HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. THE PARTIES, FURTHER, CONSENT TO SERVICE OF PROCESS IN ANY
SUCH ACTION OR LEGAL PROCEEDING BY MEANS OF REGISTERED MAIL OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, IN CARE OF THE ADDRESS SET FORTH IN THE B UNIT
SUBSCRIPTION AGREEMENT OR SUCH OTHER ADDRESS AS EITHER PARTY MAY FURNISH IN
WRITING TO THE OTHER, PROVIDED PROCESS IS ACTUALLY RECEIVED.
6.7 Entire Agreement. This Agreement and the other documents,
instruments and agreements executed in connection herewith constitute the entire
agreement by, between and among the parties as to the subject matter hereof and
merges and supersedes any prior discussions, understandings and agreements of
any and every nature by, between and among them as to the subject matter hereof.
6.8 Additional Parties. The parties hereto agree that subsequent
Persons who purchase B Units by executing a B Unit Subscription Agreement or
purchase B Unit Debentures from the initial or subsequent purchaser thereof
shall, upon execution of a counterpart signature page hereto, be added as a
party to this Agreement and have all rights and privileges of the "Secured
Parties" and be subject and bound by all the terms and conditions hereof as if
such subsequent party was one of the Secured Parties on the date hereof.
6.9 Sections and Headings. The sections and headings used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
8
6.10 Counterparts. This Agreement may be executed in counterparts
and each such counterpart shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
[Signature Pages to Follow]
9
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first written above.
VISUAL BIBLE INTERNATIONAL, INC.,
as Debtor
___________________________________
By:
Title:
[US B Unit Security Agreement]
SECURED PARTY COUNTERPART SIGNATURE PAGE
SECURED PARTY:
___________________________________
(Name of Secured Party)
___________________________________
By:
Title:
[US B Unit Security Agreement]
SCHEDULE 2.2
LIST OF AGREEMENTS
1. Settlement and New Licensing Agreement between International Bible Society
and Visual Bible International, Inc. entered into as of November 2, 2001;
2. Licensing Agreement between American Bible Society and Visual Bible
International, Inc. entered into as of September 20, 2000;
3. Licensing Agreement between Genesis Broadcasting Systems, Inc. and Visual
Bible International, Inc.;
4. Memorandum of Understanding between The United Bible Societies and Visual
Bible International, Inc.;
5. Licensing Agreement between The Bible Society in Italy/Societa Biblica
Britannica E Forestiera Editrice Elledici and Visual Bible, Inc. entered
into as of October 11, 2001;
6. Licensing Agreement between The Bible Society of Brazil and Visual Bible,
Inc. entered into September 17, 2001; and
7. Agreement between Xxxxxx Xxxxxx Publishers and Visual Bible, Inc. dated
September 1, 2001, as amended.
[US B Unit Security Agreement]
