Visual Bible International Inc – ‘10QSB’ for 9/30/04 – EX-10

On:  Wednesday, 11/24/04, at 12:18pm ET   ·   For:  9/30/04   ·   Accession #:  1079382-4-18   ·   File #:  0-26037

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Quarterly Report — Small Business   —   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                    25±    94K 
 2: EX-3        Articles of Incorporation/Organization or By-Laws      2±    10K 
 3: EX-3        Articles of Incorporation/Organization or By-Laws      2±    10K 
 4: EX-3        Articles of Incorporation/Organization or By-Laws      1      7K 
 5: EX-3        Articles of Incorporation/Organization or By-Laws      1      7K 
 6: EX-10       Material Contract                                      1      8K 
 7: EX-99       Miscellaneous Exhibit                                  2±    10K 
 8: EX-99       Miscellaneous Exhibit                                  1      8K 

EX-10   —   Material Contract

November 10, 2004                                                           

1080409 Ontario Limited                                                     
185 Davenport Road.                                                         
Suite 300                                                                   
Toronto, ON M5R 111                                                         
Attention: Garth Drabinsky                                                  

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: Maurice Colson                                                         
Chief Executive Officer                                           

Dates Referenced Herein

This ‘10QSB’ Filing		Date		Other Filings
Filed on:		11/24/04		None on these Dates
		11/10/04
For Period End:		9/30/04
		4/1/04
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