November 10, 2004
1080409 Ontario Limited
000 Xxxxxxxxx Xxxx.
Suite 300
Toronto, ON M5R 111
Attention: Xxxxx Xxxxxxxxx
Dear Sirs:
Re: Consulting Agreement between Visual Bible
International, Inc. ("VBI") and 1080409 Ontario Limited
(the "Consultant") made as of April 1, 2004 (the
"Consulting Agreement")
VBI's next planned fi1m production is The Gospel of Mark. VBI
expects the necessary financing for such next production to
be in place by the end of January, 2005 and that principal
photography will commence in March, 2005. VBI is also in the
process of recruiting a new management team. In order to
ensure a smooth transition, VBI will require transition
consulting services from the Consultant as per the directions
from VBI from time to time on the basis of the foregoing
schedule until the end of March, 2005. The Consultant wi11 be
compensated following the expiration of the Consulting
Agreement at the same rate as is provided in the Consulting
Agreement. If for any reason, the commencement of principle
photography for The Gospel of Mark is delayed, VBI will
require such transitional consulting services to continue
beyond March, 2005 until the commencement of such principal
photography subject to a maximum of an additional 3 months.
With respect to subsection 6(b) of the Consulting Agreement, VBl
hereby confirms that upon completion of the financing for The
Gospel of Mark and conclusion of an agreement with holders of
the outstanding debentures of VBI providing for the payout
and/or conversion of such debentures in connection with the
completion of such financing. the Consultant shall receive
$450,000.00 payable by the issuance to the Consultant of common
shares of VBI at the conversion price agreed to by the debenture
holders at such time.
Yours truly,
Visual Bible International, Inc.
Per: Xxxxxxx Xxxxxx
Chief Executive Officer
