REGISTRATION RIGHTS AGREEMENT

        Registration Rights Agreement (the "Rights Agreement") is
dated as of _____________, 2003, by and among Visual Bible
International, Inc., a Florida corporation (the "Company"), and each
of the investors signatory hereto (each, an "Investor" and
collectively, the "Investors").

        Each of the Investors has executed a B Unit subscription
agreement (each, a "B Unit Subscription Agreement") for the purchase
of B Units (as defined therein) consisting of certain B Unit
Debentures, shares of Common Stock (as defined below) and warrants
to purchase Common Stock.  This Agreement is being executed in
connection with the purchase of the B Units.

        Capitalized terms used herein but not otherwise defined
shall have the meanings ascribed to them in the B Unit Subscription
Agreement.

        In consideration of the mutual covenants and agreements of
the parties 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:

        1.      Definitions.

         (a)    The term "Common Stock" means the shares of the
Company's common stock, par value $0.001 per share, or any other
securities into which the Common Stock may hereafter be converted or
for which the Common Stock may be exchanged.

         (b)    The term "Holder" means any person owning or having
the right to acquire Registrable Securities or any assignee thereof
in accordance with Paragraph 8 of this Rights Agreement.

         (c)    The terms "register" "registered," and
"registration" refer to a registration effected by preparing and
filing a registration statement or similar document in compliance
with the Securities Act, and the declaration or ordering of
effectiveness of such registration statement or document.

         (d)    The term "Registrable Securities" means: (i) the
shares of Common Stock held by any Investor or issuable or issued
upon conversion of any other class or series of capital stock of the
Company (including warrants) held by any Investor; and (ii) any
other shares of Common Stock of the Company issued as (or issuable
upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with
respect to, or in exchange for or in replacement of, the shares
described in clause (i); provided, however, that the foregoing
definition shall exclude in all cases any Registrable Securities
sold by any person in a transaction in which its, his or her rights
under this Rights Agreement are not assigned.  Notwithstanding the
foregoing, Common Stock or other securities shall only be treated as
Registrable Securities until they have: (x) been sold to or through
a broker or dealer or underwriter in a public distribution or a
public securities transaction; (y) been sold in a transaction under
Rule 144 under the Securities Act; or (z) become eligible for sale
pursuant to Rule 144(k) under the Securities Act.

<PAGE>

         (e)    The term "Securities Act" means the Securities Act
of 1933, as amended.

         (f)    The term "SEC" means the Securities and Exchange
Commission.

        2.      Shelf Registration.

         (a)    The Company will at its cost, on or before November
28, 2003 (the "Filing Date"), file a registration statement on an
appropriate form under the Securities Act (the "Shelf Registration
Statement") with the SEC, relating to the offer and sale of
Registrable Securities by the Holders thereof from time to time in
accordance with Rule 415 under the Securities Act and will timely
undertake any and all necessary or appropriate actions and will use
all reasonable efforts to have the Shelf Registration Statement
declared effective by the SEC as soon as possible.

         (b)    The Company shall keep the Shelf Registration
Statement continuously effective in order to permit the prospectus
included therein to be lawfully delivered by the Holders of the
relevant shares of the Common Stock until all the Registrable
Securities covered by the Shelf Registration Statement have been
sold pursuant thereto.

         (c)    Notwithstanding any other provisions of this Rights
Agreement to the contrary, the Company shall cause the Shelf
Registration Statement, and the related prospectus and any amendment
or supplement thereto, as of the effective date of the Shelf
Registration Statement, or amendment or supplement thereto,

                (1)     to comply in all material respects with the
        applicable requirements of the Securities Act and the rules
        and regulations of the SEC; and

                (2)     not to contain any untrue statement of a
        material fact or omit to state a material fact required to
        be stated therein or necessary in order to make the
        statements therein, in light of the circumstances under
        which they were made, not misleading.

        3.      Registration Procedures.  In connection with the
registration pursuant to Rule 415 under the Securities Act
contemplated by Paragraph 2 hereof (the "Shelf Registration"), the
following provisions shall apply:

         (a)    At least three (3) days prior to the filing thereof
with the SEC, the Company shall furnish to the Holders a copy of the
proposed form of the Shelf Registration Statement and each amendment
thereto and each supplement, if any, to the prospectus included
therein, and shall in its reasonable judgment reflect in each such
document, when so filed with the SEC, such comments as such Holders
may reasonably propose.

         (b)    The Company shall give written notice to the Holders
(which notice pursuant to clauses 3.(b)(2) through 3.(b)(5)
hereinbelow shall be accompanied by an instruction to suspend the
use of the prospectus until the requisite changes have been made):

                (1)     when the Shelf Registration Statement or any
        amendment thereto has been filed with the SEC and when the
        Shelf Registration Statement or any post-effective amendment
        thereto has become effective;

<PAGE>

                (2)     of any request by the SEC for amendments or
        supplements to the Shelf Registration Statement or the
        prospectus included therein or for additional information;

                (3)     of the issuance by the SEC of any stop order
        suspending the effectiveness of the Shelf Registration
        Statement  or the initiation of any proceedings for that
        purpose;

                (4)     of the receipt by the Company or its legal
        counsel of any notification with respect to the suspension
        of the qualification of the Common Stock for sale in any
        jurisdiction or the initiation or threatening of any
        proceeding for such purpose; and

                (5)     of the happening of any event that requires
        the Company to make changes in the Shelf Registration
        Statement or the prospectus in order that the Shelf
        Registration Statement or the prospectus does not contain
        any untrue statement of a material fact nor omit to state a
        material fact required to be stated therein or necessary to
        make the statements therein not misleading.

         (c)    The Company shall make every reasonable effort to
obtain the withdrawal at the earliest possible time of any order
suspending the effectiveness of the Shelf Registration Statement.

         (d)    The Company shall furnish to each Holder included
within the coverage of the Shelf Registration, without charge, at
least one (1) copy of the Shelf Registration Statement and any
post-effective amendment thereto, including financial statements and
schedules, and, if the Holder so requests in writing, all exhibits
thereto (including those, if any, incorporated by reference).

         (e)    The Company shall deliver to each Holder included
within the coverage of the Shelf Registration, without charge, as
many copies of the prospectus (including each preliminary
prospectus) included in the Shelf Registration Statement and any
amendment or supplement thereto as such person may reasonably
request.  The Company consents, subject to the provisions of this
Rights Agreement, to the use of the prospectus or any amendment or
supplement thereto included in the Shelf Registration Statement by
each of the selling Holders in connection with the offering and sale
of the Common Stock covered by such prospectus or any such amendment
or supplement.

         (f)    Prior to any public offering of the Common Stock
pursuant to the  Shelf Registration, the Company shall register or
qualify or cooperate with  the Holders of Common Stock included
therein and their respective counsel  in connection with the
registration or qualification of the Common Stock  for offer and
sale under the securities or "blue sky" laws of such states of the
United States as any Holder reasonably requests in writing and do
any and all other acts or things necessary or advisable to enable
the offer and sale in such jurisdictions of the Common Stock covered
by the Shelf Registration Statement; provided, however, that the
Company shall not be required to: (i) qualify generally to do
business in any jurisdiction where it is not then so qualified; or
(ii) take any action which would subject it to general service of
process or to taxation in any jurisdiction where it is not then so
subject.

<PAGE>

         (g)    The Company shall cooperate with the Holders to
facilitate the timely preparation and delivery of certificates
representing the shares of Common Stock to be sold pursuant to the
Shelf Registration Statement free of any restrictive legends and in
such denominations and registered in such names as such Holders may
request a reasonable period of time prior to sales of the Common
Stock pursuant to the Shelf Registration Statement.

         (h)    Upon the occurrence of any event contemplated by
paragraphs 3.(b)(2) through 3.(b)(5) during the period for which the
Company is required to maintain an effective Shelf Registration
Statement, the Company shall promptly prepare and file a
post-effective amendment to the Shelf Registration Statement or a
supplement to the related prospectus and any other required document
so that, as thereafter delivered to Holders, the prospectus will not
contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they
were made, not misleading. If the Company notifies the Holders in
accordance with paragraphs 3.(b)(2) through 3.(b)(5) to suspend the
use of the prospectus until the requisite changes to the prospectus
have been made, then the Holders shall suspend use of such prospectus.

         (i)    The Company will comply with all rules and
regulations of the SEC to the extent and so long as they are
applicable to the Shelf Registration and will make generally
available to its security holders (or otherwise provide in
accordance with Section 11(a) of the Securities Act) an earnings
statement satisfying the provisions of Section 11(a) of the
Securities Act, no later than 45 days after the end of a 12-month
period (or 90 days, if such period is a fiscal year) beginning with
the first month of the Company's first fiscal quarter commencing
after the effective date of the Shelf Registration Statement, which
statement shall cover such 12-month period.

         (j)    The Company may require each Holder of Common Stock
to be sold pursuant to the Shelf Registration Statement to furnish
to the Company such information regarding such Holder and the
distribution of such Common Stock as the Company may from time to
time reasonably require for inclusion in the Shelf Registration
Statement, and the Company may exclude from such Shelf Registration
Statement the Common Stock of any Holder that unreasonably fails to
furnish such information within a reasonable time after receiving
such request.

         (k)    The Company shall enter into such customary
agreements (including, if requested, an underwriting agreement in
customary form) and take all such other action, if any, as any
Holder shall reasonably request in order to facilitate the
disposition of shares of the Common Stock pursuant to the Shelf
Registration in an underwritten offering or otherwise.

<PAGE>

         (l)    The Company shall: (i) make reasonably available for
inspection by the Holders, any underwriter participating in any
disposition pursuant to the Shelf Registration Statement and any
attorney, accountant or other agent retained by the Holders or any
such underwriter, all relevant financial and other records,
pertinent corporate documents and properties of the Company; and
(ii) cause the Company's officers, directors, employees, accountants
and auditors to supply all relevant information reasonably requested
by the Holders or any such underwriter, attorney, accountant or
agent in connection with the Shelf Registration Statement, in each
case as shall be reasonably necessary, in the judgment of such
Holder or any such underwriter, attorney, accountant or agent
referred to in this paragraph, to conduct a reasonable investigation
within the meaning of Section 11 of the Securities Act.  Until the
Shelf Registration Statement is filed with the SEC, the Company may
require each Holder to agree to keep confidential any non-public
information, relating to the Company, received by such Holder in
accordance with this Paragraph 3.(l) and not disclose such
information (other than to an affiliate or prospective purchaser who
agrees to respect the confidentiality provisions of this Paragraph
3.(l)); provided that each Holder shall be released from its
confidentiality obligations hereunder to the extent necessary to
permit such Holder to trade its Common Stock in compliance with the
securities laws if the Company breaches its obligations to timely
file the Shelf Registration Statement and each Holder shall be
relieved of its confidentiality obligations hereunder if the release
of such information is required by law or necessary to respond to
inquiries of regulatory authorities.  The foregoing requirement
shall exclude information which: (x) is or becomes generally
available to the public other than as a result of disclosure by the
Holder or the Holder's Representatives; or (y) becomes available to
the Holder or any of the Holder's Representatives on a
non-confidential basis from a source other than the Company or its
affiliates or Representatives, provided that neither the Holder or
any of the Holder's Representatives is aware that such source is
under an obligation (whether contractual, legal or fiduciary) to the
Company or its affiliates or Representatives to keep such
information confidential.  For purposes hereof, the
"Representatives" of any entity means such entity's directors,
officers, employees, legal and financial advisors, accounts and
other agents and representatives.

         (m)    The Company, if requested by any Holder, shall cause

                (1)     its counsel to deliver an opinion and
        updates thereof relating to the Registrable Securities in
        form and substance reasonably acceptable to the Holder
        addressed to the selling Holders of the applicable Common
        Stock or the managing underwriters, if any, thereof and
        dated, in the case of the initial opinion, the effective
        date of such Shelf Registration Statement, it being agreed
        that the matters to be covered by such opinion shall
        include, without limitation, the due incorporation and good
        standing of the Company and its subsidiaries; the due
        authorization, execution and delivery of the relevant
        agreement of the type referred to in Paragraph 3.(k) hereof;
        the due authorization and issuance of the Common Stock; the
        absence of material legal or governmental proceedings
        involving the Company; the absence of governmental approvals
        required to be obtained in connection with the Shelf
        Registration Statement, the offering and sale of the Common
        Stock or any agreement of the type referred to in Paragraph
        3.(k) hereof; the compliance as to form of such Shelf
        Registration Statement and any documents incorporated by
        reference therein and of the Indenture with the requirements
        of the Securities Act, respectively; and, as of the date of
        the opinion and as of the effective date of the Shelf
        Registration Statement or most recent post effective
        amendment thereto, as the case may be, the absence from such
        Shelf Registration Statement and the prospectus included
        therein, as then amended or supplemented, and from any
        documents incorporated by reference therein, of an untrue
        statement of a material fact or the omission to state
        therein a material fact required to be stated therein or
        necessary to make the statements therein not misleading (in
        the case of any such documents, in the light of the
        circumstances existing at the time that such documents were
        filed with the SEC under the Securities Exchange Act of
        1934, as amended (the "Exchange Act"), all subject to
        customary assumptions and qualifications and otherwise in
        form and content customary for similar opinions;

<PAGE>

                (2)     its officers to execute and deliver all
        customary documents and certificates and updates thereof
        requested by the selling Holders of the applicable shares of
        Common Stock or any underwriters of the applicable shares of
        Common Stock; and

                (3)     its independent public accountants to
        provide to the selling Holders of the applicable Common
        Stock and any underwriter therefor a comfort letter in
        customary form and covering matters of the type customarily
        covered in comfort letters in connection with primary
        underwritten offerings, subject to receipt of appropriate
        documentation as contemplated, and only if permitted, by
        Statement of Auditing Standards No. 72.

         (n)    The Company shall use all commercially reasonable
efforts to take all other steps necessary to effect the registration
of the Registrable Securities contemplated hereby.

        4.      Registration Expenses.  The Company shall bear all
fees and expenses incurred in connection with the performance of its
obligations under Paragraphs 2 and 3 hereof, whether or not the
Shelf Registration is filed or becomes effective, and, shall bear or
reimburse the Holders of the Common Stock covered thereby, for the
reasonable fees and disbursements of one firm of counsel designated
by the Holders of a majority of the outstanding shares of the Common
Stock covered thereby to act as counsel for the Holders in
connection therewith.

        5.      Indemnification.

         (a)    The Company will indemnify and hold harmless each
Holder, any underwriter (as defined in the Securities Act) for such
Holder and each person, if any, who controls such Holder or
underwriter within the meaning of the Securities Act or the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and
their respective directors, officers, agents and representatives,
against any losses, claims, damages, or liabilities joint or
several) to which they may become subject under the Securities Act,
the Exchange Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect
thereof arise out of or are based upon any of the following
statements, omissions or violations (collectively a "Violation"):
(i) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto; (ii) the omission or alleged
omission to state therein a material fact required to be stated
therein, or necessary to make the statements therein not misleading;
or (iii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any state securities law or any
rule or regulation promulgated under the Securities Act, the
Exchange Act or any state securities law; and the Company will pay
to each such Holder, underwriter or controlling person, as incurred,
any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim,
damage, liability, or action; provided, however, that the Company
shall not be liable to any Holder, underwriter or controlling person
for any such loss, claim, damage, liability, or action to the extent
that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such
Holder, underwriter or controlling person.

         (b)    Each selling Holder will indemnify and hold harmless
the Company, each of its directors, each of its officers who has
signed the registration statement, each person, if any, who controls
the Company within the meaning of the Securities Act, any
underwriter, any other Holder selling Securities in such
registration statement and any controlling person of any such
underwriter or other Holder, against any losses, claims, damages, or
liabilities (joint or several) to which any of the foregoing persons
may become subject, under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages,
or liabilities (or actions in respect thereto) arise out of or are
based upon any Violation, in each case to the extent (and only to
the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by such Holder
expressly for use in connection with such registration; and each
such Holder will pay, as incurred, any legal or other expenses
reasonably incurred by any person intended to be indemnified
pursuant to this Paragraph 5.(b), in connection with investigating
or defending any such loss, claim, damage, liability, or action;
provided, however, that in no event shall any indemnity under this
Paragraph 5.(b) exceed the net proceeds from the offering received
by such Holder.

<PAGE>

         (c)    Promptly after receipt by an indemnified party under
this Paragraph 5 of notice of the commencement of any action
(including any governmental action), such indemnified party will, if
a claim in respect thereof is to be made against any indemnifying
party under this Paragraph 5, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying
party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel
mutually satisfactory to the parties; provided, however, that an
indemnified party (together with all other indemnified parties which
may be represented without conflict by one counsel) shall have the
right to retain one separate counsel, with the reasonable fees and
expenses to be paid by the indemnifying party, if representation of
such indemnified party by the counsel retained by the indemnifying
party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party
represented by such counsel in such proceeding.  The failure to
deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action, if prejudicial to its
ability to defend such action, shall relieve such indemnifying party
of any liability to the indemnified party under this Paragraph 5,
but the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Paragraph 5.

         (d)    If the indemnification provided for in this
Paragraph 5 is held by a court of competent jurisdiction to be
unavailable to an indemnified party with respect to any loss,
liability, claim, damage or expense referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim,
damage, or expense in such proportion as is appropriate to reflect
the relative fault of the indemnifying party on the one hand and of
the indemnified party on the other in connection with the statements
or omission that resulted in such loss, liability, claim, damage or
expense as well as any other relevant equitable considerations;
provided, that in no event shall any contribution by a Holder under
this Paragraph 5.(d) exceed the net proceeds from the offering
received by such Holder.  The relative fault of the indemnifying
party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material
fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties' relative intent. knowledge,
access to information, and opportunity to correct or prevent such
statement or omission.

         (e)    The obligations of the Company and Holders under
this Paragraph 5 shall survive the completion of any offering of
Registrable Securities in a registration statement under Paragraph 2.

        6.      Rules 144 and 144A.  The Company shall use its best
efforts to file the reports required to be filed by it under the
Securities Act and the Exchange Act in a timely manner and, if at
any time the Company is not required to file such reports, it will,
upon the request of any Holder, make publicly available other
information so long as necessary to permit sales of their
Registrable Securities pursuant to Rules 144 and 144A.  The Company
covenants that it will take such further action as any Holder may
reasonably request, all to the extent required from time to time to
enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the
exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)).  The Company will provide a copy
of this Rights Agreement to prospective purchasers of Registrable
Securities identified to the Company upon request.  Upon the request
of any Holder, the Company shall deliver to such Holder a written
statement as to whether the Company has complied with such
requirements.

        7.      Underwritten Registrations.  If any of the
Registrable Securities covered by the Shelf Registration are to be
sold in an underwritten offering, the managing underwriters will be
selected by the Holders of a majority in aggregate principal amount
of such Registrable Securities to be included in such offering.  No
person may participate in any underwritten registration hereunder
unless such person:

         (a)    agrees to sell such person's Registrable Securities
on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such
arrangements; and

         (b)    completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.

<PAGE>

        8.      Assignment of Registration Rights.  The rights to
cause the Company to register Registrable Securities pursuant to
this Rights Agreement may be assigned (but only with all related
obligations) by a Holder to a transferee or assignee of Registrable
Securities, provided, the Company is, within a reasonable time after
such transfer, furnished with written notice of the name and address
of such transferee or assignee and the securities with respect to
which such registration rights are being assigned; and provided,
further, that such assignment shall be effective only if immediately
following such transfer the further disposition of such securities
by the transferee or assignee is restricted under the Securities Act.

        9.      Miscellaneous.

         (a)    Additional Parties. The parties hereto agree that
subsequent parties that purchase B Units by executing a B Unit
Subscription Agreement shall, upon execution of a counterpart
signature page hereto, be added as a party to this Rights Agreement
and have all rights and privileges of the "Investors" and be subject
and bound by all the terms and conditions hereof as if such
subsequent party was one of the Investors on the date hereof.

         (b)    Amendments and Waivers.  Any term of this Rights
Agreement may be amended or waived in writing and only with the
written consent of the Company and the holders of a majority of the
Registrable Securities then outstanding.  Any amendment or waiver
effected in accordance with this paragraph shall be binding upon
each Holder of any Registrable Securities then outstanding, each
future Holder of all such Registrable Securities, and the Company.

         (c)    Counterparts.  This Rights Agreement may be executed
in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.

         (d)    Entire Agreement.  This Rights 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.

         (e)    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.

         (f)    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 RIGHTS 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.

<PAGE>

         (g)    Notices.  Unless otherwise provided, any notice
required or permitted by this Rights 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 Subscription Agreement or as subsequently
modified by written notice.

         (h)    Sections and Headings.  The sections and headings
used in this Rights Agreement are used for convenience only and are
not to be considered in construing or interpreting this Rights
Agreement.

         (i)    Severability.  If one or more provisions of this
Rights 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.

         (j)    Successors and Assigns.  Except as otherwise
provided in this Rights Agreement, the terms and conditions of this
Rights Agreement shall inure to the benefit of and be binding upon
the respective permitted successors and assigns of the parties
(including transferees of any Registrable Securities).  Nothing in
this Rights 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 Rights Agreement, except as
expressly provided in this Rights Agreement.

                       (Signature Pages Follow)


<PAGE>

        IN WITNESS WHEREOF, the parties hereto have duly executed
this Rights Agreement as of the date set forth above.


                                VISUAL BIBLE INTERNATIONAL, INC.






                                By: /S/Harold Kramer

                                Title: Executive Vice President



<PAGE>


                 INVESTOR COUNTERPART SIGNATURE PAGE




                                INVESTOR:






                                Name of Investor: /s/Investors


                                By:


                                Title: