IRREVOCABLE PROXY
____________ (the "Shareholder"), the owner and holder of
______________ shares (the "Subject Shares") of the $.001 par
value common shares (the "Common Stock") of Visual Bible
International, Inc. (the "Corporation") hereby appoints John
Hamilton (the "Proxy"), as proxy, with full power of substitution,
to represent Shareholder at any and all meetings of the Corporation,
or any adjournment thereof, with all power that Shareholder would
have had if personally present thereat, including the full power to
act without a meeting pursuant to the provisions of Section 607.0704
of the Florida Business Corporation Act, to vote the Subject Shares.
In addition to the Subject Shares, the Proxy shall have the same
rights granted pursuant hereto in connection with all other shares
of Common Stock acquired by Shareholder subsequent to the date of
hereof, whether such acquisition is as a result of purchase, gift or
other acquisition or as a result of any stock splits, stock
dividends, rights offerings or other distributions of Common Stock
of the Corporation.
THE RIGHTS GRANTED TO THE PROXY HEREUNDER ARE IRREVOCABLE AND
THE APPOINTMENT OF THE PROXY PURSUANT HERETO IS COUPLED WITH AN
INTEREST. SUCH APPOINTMENT COUPLED WITH AN INTEREST IS SPECIFICALLY
IDENTIFIED PURSUANT TO THE PROVISIONS OF SECTION 607.0722(5)(E) OF
THE FLORIDA BUSINESS CORPORATION ACT.
NOTWITHSTANDING ANYTHING HEREIN CONTAINED TO THE CONTRARY THIS
PROXY SHALL TERMINATE ON AUGUST 1, 2002, THE DATE SCHEDULED FOR
EXPIRATION OF THE TERM UNDER THAT CERTAIN SHAREHOLDER VOTING
AGREEMENT VOTING AGREEMENT EXECUTED EVEN DATE HEREWITH.
The Proxy shall have the right to designate a successor (a
"Successor"), and any such Successor shall have the right to
designate subsequent Successors (collectively, a "Successor Proxy"),
each of which Successor Proxy shall have all rights, powers, and
duties of the Proxy pursuant hereto. Any such Successor Proxy may
be designated by the Proxy any Successor by written notice to
Shareholder and the Corporation. The Proxy and any Successor Proxy
shall have the right at any time to resign and to, thereupon,
designate a Successor.
A copy hereof will be delivered by the Proxy to the
Corporation, and upon receipt thereof, the Corporation shall have
the right rely hereon. The Corporation is advised that the rights
granted to the Proxy hereunder is coupled with an interest and is
irrevocable unless otherwise made revocable pursuant to the
provisions of 607.0722(6) of the Florida Business Corporation Act.
IN CONNECTION THEREWITH, SO LONG AS THE RIGHTS GRANTED TO THE PROXY
HEREUNDER REMAIN IRREVOCABLE, THE CORPORATION IS INSTRUCTED TO ISSUE
"STOP-TRANSFER" INSTRUCTIONS TO ITS TRANSFER AGENT WITH RESPECT TO
THE SUBJECT SHARES, UNLESS ANY PROSPECTIVE TRANSFEREE OF SUCH
SUBJECT SHARES ACKNOWLEDGES THE EXISTENCE AND VALIDITY OF THIS
PROXY. Likewise, the certificates representing the Subject Shares
shall have the following language conspicuously noted thereon:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
VOTING AGREEMENT DATED AUGUST 1, 2000 AND AN IRREVOCABLE PROXY
DATED AUGUST 1, 2000 IN CONNECTION THEREWITH, COPIES OF WHICH
ARE ON FILE AT THE OFFICE OF THE CORPORATION. THE CORPORATION
WILL FURNISH A COPY OF SAME TO ANY PROSPECTIVE TRANSFEREE UPON
WRITTEN REQUEST AND WITHOUT CHARGE.
The terms and conditions hereof shall be governed by and
construed under the laws of the State of Florida.
(Signatures appear next page)
IN WITNESS WHEREOF, Shareholder has executed this Irrevocable
Proxy on the 1st day of August, 2000.
WITNESSES:
___________________________
Print Name:
___________________________ ______________________________
Print Name: (Print Name):
ACKNOWLEDGMENT
The Corporation hereby acknowledges receipt of a copy of the
Irrevocable Proxy to which this Signature Page is attached on this
1st day of August, 2000.
Visual Bible
International, Inc.
By: /s/James D. Beatty
James D. Beatty, President
