MANAGEMENT AND ADMINISTRATION AGREEMENT

THIS AGREEMENT made as of the 1st day of June, 2002, BETWEEN:

JBM ENTERTAINMENT INC., a corporation incorporated under the laws of Nova Scotia, (hereinafter called "JBM") OF THE FIRST PART; and

VISUAL BIBLE INTERNATIONAL, INC., a corporation incorporated under the laws of Florida, (hereinafter called "Visual") OF THE SECOND PART.

WHEREAS Visual desires to retain JBM to provide certain management and administrative services to Visual as more particularly provided for herein.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants hereinafter contained and other good and valuable consideration (the receipt and adequacy of which are hereby acknowledged by each of the parties hereto), the parties hereto covenant and agree as follows:

1. For the purposes of this Agreement the following defined terms shall have the following meanings:

"Fee" shall have the meaning ascribed thereto in paragraph 7(a) hereof

"Marketing Period" means each successive fifteen month period during the Term of this Agreement commencing on the first day of the Term of this Agreement;

"Material Non-Performance by JBM" means the failure by JBM and the consultants retained by JBM on behalf of Visual to market at least one new film during each Marketing Period;

"Services" shall have the meaning ascribed thereto in paragraph 2 hereof and "Term" shall have the meaning ascribed thereto in paragraph 7 hereof

2. Visual hereby retains JBM on a sole and exclusive basis, and JBM hereby agrees to provide to Visual and its subsidiaries, the following management and administration services (collectively, the "Services"):

(a) the supervision of and responsibility on behalf of Visual for all aspects of the creative development, production and marketing process for all of Visual's filmed productions;

(b) the recruitment, on behalf of Visual, of candidates to serve Visual as the President and Chief Executive Officer, Chief Financial Officer and the heads of production, marketing and distribution for films for Visual; and

(c) the retention, on behalf of Visual, of consultants to provide to Visual creative, production, marketing, distribution and business development services.

3. While JBM remains obligated under this Agreement:

(a) except as approved by JBM, Visual shall not enter into any agreement or undertake any obligation binding on it

(i) relating to creative development, production and/or marketing (including distribution and business development) for any filmed or other audio/visual or audio productions, or the appointment of the President and Chief Executive Officer, Chief Financial Officer and the heads of production, marketing and distribution for films for Visual; or

(ii) whereby Visual becomes bound to make payments, whether absolutely or contingently, exceeding$1,000,000; or

(iii) that is part of a group of agreements or obligations relating to the same subject matter under which Visual will be bound to make payments, for such agreements and obligations, whether absolutely or contingently, exceeding $1,000,000 in the aggregate; or

(iv) that would or might reasonably be expected to impair the ability of Visual to meet its obligations under this Agreement;

(b) Visual shall enter into all agreements and undertake all obligations as are reasonably necessary to permit and/or facilitate the provision of the Services by IBM hereunder.

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