Management and Administration Agreement Amending Agreement - JBM Entertainment Inc. and Visual Bible International Inc.
MANAGEMENT AND ADMINISTRATION AGREEMENT AMENDING 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:
A. JBM and VBI are parties to a Management and Administration
Agreement made as of June 1, 2002 (the "Management Agreement");
B. JBM agreed to provide certain services to VBI pursuant to
paragraph 2 of the Management Agreement and was granted certain
approval rights pursuant to paragraph 3 of the Management
Agreement;
C. Velveteen Consulting, Inc. (With respect to the services of Mr.
Garth Drabinsky) and 1485352 Ontario Ltd. (With respect to the
services of Mr. Myron Gottlieb), both Canadian-controlled
companies (collectively, the "Canadian Consultants") are
providing consulting services to JBM in connection with JBM's
duties and responsibilities under the Management Agreement;
D. The parties desire to amend the Management Agreement to clarify
that the services of JBM to VBI pursuant to paragraph 2 of the
Management Agreement includes the services of the Canadian
Consultants and the approval rights of JBM, pursuant to
paragraph 3 of the Management Agreement will be exercised
solely by the Canadian Consultants and not by JBM.
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. MEANING OF TERMS USED HEREIN
For purposes of this Agreement, unless the context hereof
otherwise requires, all terms used herein which are defined in the
Management Agreement shall have the respective meanings ascribed
thereto in the Management Agreement.
2. AMENDMENT TO PARAGRAPH 2 OF THE MANAGEMENT AGREEMENT
Paragraph 2 of the Management Agreement is hereby amended by
adding the following after the words"..., and JBM..." in the first
sentence of paragraph 2:
"Together with its Canadian-controlled consultants
(collectively, the "Canadian Consultants") Velveteen Consulting
Inc. And 1485352 Ontario Ltd.,..."
3. AMENDMENT TO PARAGRAPH 3 OF THE MANAGEMENT AGREEMENT
Paragraph 2 of the Management Agreement is hereby amended by
deleting the words "except as approved by JBM" in the first sentence
of subparagraph (a) and substituting therefor the following:
"(a) except as approved by the Canadian Consultants,...".
4. EXERCISE OF APPROVAL RIGHTS BY THE CANADIAN CONSULTANTS
For greater certainty, VBI hereby expressly acknowledges and
agrees that the approval rights referred to in paragraph 3 of the
Management Agreement will be exercised exclusively by the Canadian
Consultants, acting on an independent basis, and not by JBM or under
the direction of JBM.
5. EFFECT OF AMENDING AGREEMENT
The parties hereby agree that, except as amended by this
Agreement, the Management Agreement shall remain in full force and
effect and is otherwise unamended as of the date hereof.
IN WITNESS WHEREOF the parties have executed this Agreement this
29th day of January 2003 to be effective as of June 1, 2002.
JBM ENTERTAINMENT INC.
By: /s/ Joel B. Michaels
Name: Joel B. Michaels
Title: President
VISUAL BIBLE INTERNATIONAL, INC.
By: /s/ Harold Kramer
Name: Harold Kramer
Title: Executive Vice President and Chief Financial Officer
The undersigned hreby confirm that they have reviewed the terms of
the foregoing Agreement and agree to abide by the terms which relate
to the undersigned.
VELVETEEN CONSULTING INC.
By: /s/ Garth Drabinsky
Title: President
1485352 ONTARIO LTD.
By: /s/ Myron Gottlieb
Title: President