Distribution Agr


    Exhibit
      10.12

     

    COKeM
      International, Ltd.

    Distribution
      Agreement

    


    THIS
      DISTRIBUTION AGREEMENT (the “Agreement”), made and rendered effective
      as of the 1st day of October, 2006 (the "Effective Date"), by and between COKeM
      International, Ltd., a Minnesota corporation ("COKeM"), and Left Behind Games
      Inc., a Delaware corporation ("Left Behind Games").

    


    RECITALS

    


    
      	
               

            	
              A.

            	
              Left
                Behind Games is engaged in the development and publishing of software,
                video games and/or related products as a portion of its
                business;

            


    

    


    
      	
               

            	
              B.

            	
              COKeM
                is engaged in the sale and distribution of software, video games
                and/or
                related products compatible with computers and game consoles;
                and

            


    

    


    
      	
               

            	
              C.

            	
              Left
                Behind Games and COKeM desire to establish a relationship in which
                COKeM
                will order components, assemble, solicit and receive orders, warehouse,
                fulfill, distribute, and sell production units of Left Behind Games’
                Products within North America on behalf of Left Behind
                Games.

            


    

    


    AGREEMENT

    


    In
      consideration of the mutual
      representations, warranties and covenants contained herein and other good and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties agree as follows:

    


    
      	
               

            	
              1.

            	
              Definitions.

            


    

    


    
      	
               

            	
              a.

            	
              "Products"
                means the products listed on Exhibit A attached
                hereto.

            


    

    


    
      	
               

            	
              b.

            	
              "Territory"
                means the geographic areas and/or customer list set forth on Exhibit
                B attached hereto (the “Territory”) which may be amended in writing by
                both parties at any time during the term of this
                Agreement.

            


    

    


    
      	
               

            	
              2.

            	
              Distribution
                Rights.

            


    

    


    
      	
               

            	
              a.

            	
              Non-Exclusive
                Distribution Rights.  Left Behind Games hereby grants
                to COKeM, in accordance with the terms and subject to the conditions
                contained herein, the non-exclusive right to distribute the Products
                as
                directed by Left Behind Games pursuant to this
                Agreement.

            


    

    


    
      	
               

            	
              3.

            	
              Purchase
                of Products and
                Components.

            


    

    


    
      	
               

            	
              a.

            	
              COKeM
                will be responsible for the purchase of components related to the
                fulfillment of the purchase orders received from third-party customers
                who
                are interested in purchasing units of the Products, with the exception
                of
                components provided by Left Behind Games (See Exhibit
                C).

            


    

    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              b.

            	
              Left
                Behind Games will provide to COKeM in writing a quarterly forecast
                based
                on expected orders for Products from customers, as well as minimum
                monthly
                sales goals.

            


    

    


    
      	
               

            	
              c.

            	
              Left
                Behind Games and COKeM will work together to maintain an inventory
                level
                that is (a) reasonable to fulfill current and future orders and (b)
                manageable for COKeM and its available
                space.

            


    

    


    
      	
               

            	
              d.

            	
              All
                Products will be considered to be the property of Left Behind Games
                and
                will be held within COKeM warehouse(s) for the benefit of Left Behind
                Games.

            


    

    


    
      	
               

            	
              4.

            	
              Product
                Risk of Loss.  Left Behind Games shall bear the
                risk of loss of any Product and related components that are provided
                by
                Left Behind Games until delivery to COKeM’s warehouse  Upon and
                after delivery to COKeM’s warehouse, COKeM shall bear the risk of damage
                to and/or loss of the Products or components for any reason whatsoever
                until delivery to the third-party
                customers.

            


    

    


    
      	
               

            	
              5.

            	
              Prices
                and Payment.

            


    

    


    
      	
               

            	
              a.

            	
              Prices.  The
                prices for COKeM’s services hereunder payable by Left Behind Games shall
                be as noted on Exhibit C.  COKeM will provide to Left
                Behind Games a monthly invoice that outlines all charges as described
                on
                Exhibit C.

            


    

    


    
      	
               

            	
              b.

            	
              Payment.  Left
                Behind Games shall make all payments in U.S. dollars to COKeM consistent
                with the terms agreed upon by the parties.  All payments will be
                due net 60 days from Left Behind Games’ receipt of COKeM’s corresponding
                invoice.  Left Behind Games agrees to be invoiced for all
                Product components ordered by COKeM at the time they are invoiced
                to COKeM
                for Left Behind: Eternal Forces PC game bundle units and related
                displays.

            


    

    


    
      	
               

            	
              6.

            	
              Delivery,
                Shipment and Inspection.  Left Behind Games shall
                deliver the components listed in Exhibit C in substantial
                compliance with COKeM's instructions as set forth Exhibit
                E.  Left Behind Games shall deliver such components in a
                good and saleable condition.  COKeM agrees that it shall always
                maintain production units of Left Behind Games’ Products and related
                components at a mutually approved
                facility.

            


    

    


    
      	
               

            	
              7.

            	
              Duties.  COKeM
                agrees to perform the following duties for the benefit of Left Behind
                Games:

            


    

    


    
      	
               

            	
              a.

            	
              Customer
                setup.  COKeM agrees to, with all reasonably requested
                assistance from Left Behind Games, provide electronic data interchange
                (EDI) order processing and invoicing as prescribed by industry and
                customer standards.  COKeM is primarily responsible for customer
                setup and Left Behind Games shall provide reasonable assistance to
                enable
                COKeM to complete the job.

            


    

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              b.

            	
              Receipt
                of Orders.  COKeM agrees to devote its commercially
                reasonable efforts to provide for receipt of all incoming purchase
                orders
                (either electronically generated via Electronic Data Interchange
                and/or
                manually presented as
                necessary/required).

            


    

    


    
      	
               

            	
              c.

            	
              Order
                Components and Assembly.  COKeM agrees to order all
                components (other than those components as are to be provided by
                Left
                Behind Games) and to assemble units of the Products needed for fulfillment
                of any and all orders.

            


    

    


    
      	
               

            	
              d.

            	
              Order
                fulfillment (Pick/Pack/Ship).  COKeM agrees to provide
                order fulfillment on all orders on a timely basis.  Orders are
                to be processed using customer and industry standards.  Order
                fulfillment shall include all necessary carton/package markings as
                prescribed by customer(s).  Order fulfillment includes, but is
                not limited to, shipping Product from COKeM’s facility to Left Behind
                Games’ customers and all related costs.  Left Behind Games
                agrees to pay a fuel surcharge on each shipment as per the attached
                Fuel
                Charge Schedule (See Exhibit
                D).

            


    

    


    
      	
               

            	
              e.

            	
              Order
                Invoicing.  COKeM agrees to provide, once units of the
                Products are shipped to customer(s), an advance ship notice or ship
                confirmation, as required by customer or Left Behind
                Games.  This shall be either electronically submitted (EDI)
                and/or manually presented to the affected customer as per such customer’s
                requirements.

            


    

    


    
      	
               

            	
              f.

            	
              Reporting.  COKeM
                agrees to provide to Left Behind Games (a) daily reporting identifying
                all
                orders processed on behalf of Left Behind Games and (b) monthly reporting
                identifying the cumulative orders processed on behalf of Left Behind
                Games. In addition, COKeM agrees to provide to Left Behind Games
                copies of
                all advance ship notices or ship confirmations presented to customers
                so
                that Left Behind Games can provide for collection efforts as
                necessary.  COKeM also agrees to provide to Left Behind Games a
                bi-monthly (or as requested by Left Behind Games) listing of current
                inventory being held under this Agreement on behalf of Left Behind
                Games.  In addition, COKeM shall provide to Left Behind Games a
                report identifying all receipts of product and components as they
                are
                received.

            


    

    


    
      	
               

            	
              g.

            	
              Retailer
                Fees and Fines.

            


    

    
      	 	 	 


      	
               

            	
              i.

            	
              In
                the event that Left Behind Games is charged a fee and/or fine relative
                to
                COKeM’s failure to provide timely shipment of any units of the Products,
                COKeM shall be responsible for the amount of fees and/or
                fines.  In the event that responsibility for the fee and/or
                fines charged to Left Behind Games or COKeM is the result of Left
                Behind
                Games not providing any required component materials (that are to
                be
                furnished by Left Behind Games) on a timely basis and/or failing
                to
                provide adequate timing for COKeM to fulfill orders, then Left Behind
                Games will be responsible for the fee and/or fines imposed by the
                affected
                Retailer.

            


    

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              ii.

            	
              Left
                Behind Games agrees to accept responsibility for all slotting dollars,
                co-op dollars, advertising dollars, MDF, incentive rebates, value
                adds,
                etc., associated with any particular units of the Products; provided,
                however, that any and all such spending and marketing commitments
                must be
                approved by Left Behind Games in writing (such approvals not to be
                unreasonably withheld).

            


    

    


    
      	
               

            	
              iii.

            	
              Left
                Behind Games will be responsible for the price protection of all
                inventory
                sold by COKeM to retailers, distributors, etc.; provided, however,
                that
                any and all such price protection commitments must be approved by
                Left
                Behind Games in writing (such approvals not to be unreasonably
                withheld).

            


    

    


    
      	
               

            	
              h.

            	
              Design
                Services.  Left Behind Games agrees that any design
                services provided by COKeM with respect to the Products are not included
                in the costs listed in Exhibit C and will be billed separately at a
                rate of $120.00 an hour.

            


    

    


    
      	
               

            	
              i.

            	
              Merchandising.  Left
                Behind Games agrees that any displays and additional merchandising
                expenses provided by COKeM with respect to the Products are not included
                in the costs listed in Exhibit C, and will be billed separately by
                COKeM and paid for separately by Left Behind
                Games.  Notwithstanding the foregoing, COKeM agrees that it
                shall be solely responsible to cover fees and related compensation
                for its
                own field sales representatives.

            


    

    


    
      	
               

            	
              j.

            	
              Returns.  Left
                Behind Games agrees that all product returns and all unsold units
                of the
                Products shall be the property and responsibility of Left Behind
                Games,
                and that all returns must be pre-authorized by COKeM, as evidenced
                by the
                issuance of a valid COKeM return authorization (RA)
                number.  Left Behind Games agrees to cover all costs of returns
                for accounts that Left Behind Games sells to and for the accounts
                that
                COKeM services for Left Behind
                Games.

            


    

    


    
      	
               

            	
              k.

            	
              Product
                Warranties.  COKeM shall not make any warranty or
                representation as to the Products which are different from or in
                addition
                to the warranties and representations contained in Left Behind Games'
                written Product literature and Product packaging inserts, as may
                be
                amended by Left Behind Games, at its discretion, from time to time
                during
                the term of this Agreement (the "Product Warranties").  Left
                Behind Games agrees and acknowledges that the Product Warranties
                shall
                apply to each and every unit of the Products distributed by COKeM
                hereunder regardless of whether such Product Warranties are included
                with
                the Product's package.

            


    

    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              l.

            	
              Permits
                and Licenses.  COKeM and Left Behind Games shall each
                obtain all necessary governmental and other permits and licenses
                that may
                be required for their respective services in connection with the
                distribution of the Products in the Territory.  Left Behind
                Games shall be responsible for obtaining all ESRB ratings needed
                for the
                Products.

            


    

    


    
      	
               

            	
              m.

            	
              Laws
                and Regulations.  COKeM shall conform to all applicable
                laws and regulations in performing its obligations in accordance
                with the
                terms and conditions of this
                Agreement.

            


    

    


    
      	
               

            	
              8.

            	
              Trademarks,
                Patents and Use of Name.  COKeM acknowledges that
                Left Behind Games is not by this Agreement granting any right or
                license
                whatsoever to COKeM to utilize any information, know-how, proprietary
                data, copyrights, trademarks, patent rights, or any other intellectual
                property rights which Left Behind Games may have or may secure in
                the
                future relating to any of the Products.  COKeM agrees not to use
                Left Behind Games' name unless necessary to complete and/or fulfill
                COKeM’s duties under this
                Agreement.

            


    

    


    
      	
               

            	
              9.

            	
              Confidential
                Information.

            


    

    


    
      	
               

            	
              a.

            	
              Definition.  "Confidential
                Information" means the terms of this Agreement, cooperative advertising
                programs, promotions, prices of the Products, and other information
                relating to Left Behind Games or COKeM, or their respective customers,
                business methods and financial affairs.  Any and all such
                business-sensitive information shall be treated as Confidential
                Information irrespective of its source, and all information which
                Left
                Behind Games reasonably considers or identifies as being "confidential"
                or
                "trade secret" shall be presumed to be Confidential
                Information.

            


    

    


    
      	
               

            	
              b.

            	
              Nondisclosure.  During
                the term of this Agreement and at all times thereafter, each of Left
                Behind Games and COKeM, respectively, agrees to hold in strictest
                confidence and to never disclose, furnish, communicate, make accessible
                to
                any person or use in any way for their own or another's benefit any
                Confidential Information or permit the same to be used in competition
                with
                the disclosing party.  Each of Left Behind Games and COKeM
                agrees to refrain from such acts and omissions as would foreseeably
                result
                in the breach of such party’s respective obligation to safeguard the
                confidential nature of the other party's Confidential
                Information.

            


    

    


    
      	
               

            	
              c.

            	
              Exclusions.  The
                obligations set forth in Section 9.b, above, shall not apply to any
                information which (i) was known to the receiving party prior to being
                disclosed by the disclosing party, or (ii) becomes publicly known
                through
                no wrongful act of the receiving party, or (iii) is approved for
                release
                by written authorization of the disclosing party, or (iv) is rightfully
                received from a third party who provided such information without
                breach
                of any separate confidentiality obligation and without restriction
                on
                subsequent disclosure, or (v) is independently developed provided
                that the
                employees and/or contractors undertaking such independent development
                activities have not been provided with or otherwise used the other
                party's
                Confidential Information.  In addition, Confidential Information
                may be disclosed to the extent required by court order or as otherwise
                required by law, provided that the party required to make any such
                disclosure notifies the other party promptly upon learning of the
                possibility of any such requirement so that the other party has a
                reasonable opportunity to contest or limit the scope of such required
                disclosure (including application for a protective order) and cooperates
                with the other party in its efforts to obtain such protection for
                its
                Confidential Information.

            


    

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    
      	
            	
              10.

            	
              Independent
                Contractor.

            


    

    


    
      	
               

            	
              a.

            	
              Relationship.  COKeM
                is and shall remain an independent contractor and is not and shall
                not be
                deemed to be a joint venturer, partner or franchisee of Left Behind
                Games
                for any purpose whatsoever. Accordingly, COKeM shall be exclusively
                responsible for the manner in which it performs its duties under
                this
                Agreement and for the profitability or lack thereof of its activities
                under this Agreement. COKeM does not have, and shall not represent
                itself
                as having, any right or authority to obligate or bind Left Behind
                Games in
                any manner whatsoever.

            


    

    


    
      	
               

            	
              b.

            	
              Employee
                Obligations. COKeM shall be solely responsible to its own
                employees for any compensation due them and for compliance with all
                applicable laws with respect to worker's compensation, withholding
                taxes,
                unemployment compensation, and social security
                payments.

            


    

    


    
      	
            	
              11.

            	
              Indemnification.

            


    

    


    
      	
               

            	
              a.

            	
              By
                Left Behind Games.  Left Behind Games shall indemnify
                and hold COKeM harmless from any and all loss, damage, liability,
                cost or
                expense (including reasonable attorneys' fees and expenses) which
                COKeM
                may incur or suffer as a result of any claim of any kind whatsoever
                arising out of:

            


    

    


    
      	
               

            	
              i.

            	
              the
                breach of any warranty, representation or agreement made or undertaken
                by
                Left Behind Games in this
                Agreement;

            


    

    


    
      	
               

            	
              ii.

            	
              any
                claim for breach of warranty based upon any warranty or representation
                given or purportedly given by Left Behind Games, its agents or employees
                which exceeds that made or given by
                COKeM;

            


    

    


    
      	
               

            	
              iii.

            	
              any
                third party claim for personal injury, economic loss or other damage
                arising out of the storage, transportation, delivery, possession
                or use of
                the Products and proximately caused by or resulting from the negligence
                or
                intentional misconduct of Left Behind Games, its agents or employees;
                or

            


    

    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              iv.

            	
              any
                claim relating to any quality or condition of or inherent defect
                that
                exists in the Products as a result of the underlying computer software
                developed by or for Left Behind Games and/or any related components
                provided by Left Behind Games to COKeM in furtherance of this
                Agreement.

            


    

    


    
      	
               

            	
              v.

            	
              the
                Products and their use do not infringe any patents, copyrights,
                trademarks, trade secrets, or any other intellectual property rights
                of
                any third party.

            


    

    


    
      	
               

            	
              b.

            	
              By
                COKeM.  COKeM shall indemnify and hold Left Behind
                Games harmless from any and all loss, damage, liability, cost or
                expense
                (including reasonable attorneys' fees and expenses) which Left Behind
                Games may incur or suffer as a result of any claim of any kind whatsoever
                arising out of:

            


    

    


    
      	
               

            	
              i.

            	
              the
                breach of any warranty, representation or agreement made or undertaken
                by
                COKeM in this Agreement;

            


    

    


    
      	
               

            	
              ii.

            	
              any
                claim for breach of warranty based upon any warranty or representation
                given or purportedly given by COKeM, its agents or employees which
                exceeds
                that made or given by Left Behind
                Games;

            


    

    


    
      	
               

            	
              iii.

            	
              any
                third party claim for personal injury, economic loss or other damage
                arising out of the assembly, storage, transportation, fulfillment,
                delivery, distribution or sale of the Products and proximately caused
                by
                or resulting from the negligence or intentional misconduct of COKeM,
                its
                agents or employees; or

            


    

    


    
      	
               

            	
              iv.

            	
              any
                claim relating to any quality or condition of or inherent defect
                in
                materials or workmanship regarding any units of the Products assembled
                and/or produced by COKeM in furtherance of this Agreement, including,
                but
                not limited to, any imperfection, substandard quality, packaging,
                processing or other condition relating to the
                Products.

            


    

    


    
      	
            	
              12.

            	
              Insurance  Both
                COKeM and Left Behind Games both shall individually procure and maintain
                throughout the term of this Agreement a policy of general commercial
                liability insurance with a combined single limit on One Million
                ($1,000,000) Dollars for each
                occurrence.

            


    

    


    
      	
            	
              13.

            	
              Term.  This
                Agreement shall remain in force for a period of twelve (12) months
                commencing on the Effective Date (the "Initial Term"), unless sooner
                terminated under the provisions of Section 15 below.  This
                Agreement shall thereafter automatically renew for successive periods
                of
                twelve (12) months, unless prior written notice is provided by either
                party not less than thirty (30) days prior to the scheduled termination
                of
                the Initial Term or any renewal
                term.

            


    

    


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    
      	
            	
              14.

            	
              Governing
                Law.  This Agreement shall be governed by and its
                terms and conditions shall be construed in accordance with the laws
                of the
                State of Minnesota, excluding that body of law related to choice
                of laws,
                and of the United States of America.  Any action or proceeding
                brought to enforce any of the provisions hereof or to adjudicate
                any
                dispute arising out of this Agreement shall be brought in any court
                of
                competent jurisdiction in the State of Minnesota.  Each of the
                parties hereby submits itself to the exclusive jurisdiction and venue
                of
                such courts for purposes of any such action.  The prevailing
                party in any legal action brought by one party against the other
                and
                arising out of this Agreement shall be entitled, in addition to any
                other
                rights and remedies available to it at law or in equity, to reimbursement
                for its costs and expenses (including court costs and reasonable
                fees for
                attorneys and expert witnesses) incurred with respect to bringing
                and
                maintaining any such action.  The term "prevailing party" for
                the purposes of this Section shall include a defendant who has by
                motion,
                judgment, verdict or dismissal by the court, successfully defended
                against
                any claim that has been asserted against
                it.

            


    

    


    
      	
            	
              15.

            	
              Termination.  This
                Agreement may be terminated prior to the expiration of its Initial
                Term or
                any renewal term pursuant to any of the following
                provisions:

            


    

    


    
      	
               

            	
              a.

            	
              Breach
                of Agreement.  Either party may terminate this
                Agreement by delivery of written notice to the other party if the
                other
                party breaches any of the terms and conditions of this Agreement
                and fails
                to cure such breach within thirty (30) days of the date of receipt
                of such
                notice; provided, however, if the breach is curable such termination
                shall
                not be effective if such breach is wholly cured within such 30-day
                period.

            


    

    


    
      	
               

            	
              b.

            	
              Insolvency.  Either
                party may terminate this Agreement effective immediately upon delivery
                of
                written notice to the other party, if the other party (i) ceases to
                actively conduct its business, (ii) files a voluntary petition for
                bankruptcy or has filed against it an involuntary petition for bankruptcy,
                (iii) makes a general assignment for the benefit of its creditors or
                (iv) applies for the appointment of a receiver or trustee for
                substantially all of its property or assets or permits the appointment
                of
                any such receiver or trustee who is not discharged within thirty
                (30) days
                of such appointment.

            


    

    


    
      	
               

            	
              c.

            	
              Termination
                for Convenience.  Notwithstanding anything to the
                contrary contained herein, each of the parties shall be entitled
                to elect
                to terminate this Agreement following the conclusion of the Initial
                Term
                by providing not less than thirty (30) days prior written notice
                to the
                other party.

            


    

    


    
      	
            	
              16.

            	
              Effect
                of Termination.  Following expiration or
                termination of this Agreement for any reason, the following provisions
                shall apply:

            


    

    


    
      	
               

            	
              a.

            	
              Remaining
                Inventory.

            


    

    


    
      	
               

            	
              i.

            	
              Termination
                by COKeM:  Upon termination of this Agreement by COKeM
                pursuant to Section 15 above, Left Behind Games shall pay all monies
                owed
                to COKeM hereunder.  Left Behind Games shall provide to COKeM
                shipping instructions for any and all units of the Products that
                remain in
                COKeM’s warehouse(s) or within its possession, custody or control (the
                “Remaining Product”).  Upon receipt of payments owed by Left
                Behind Games pursuant to this Agreement, COKeM shall promptly ship
                the
                Remaining Product as directed by Left Behind Games, at Left Behind
                Games’
                expense, time being of the essence.

            


    

    


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              ii.

            	
              Termination
                by Left Behind Games:  Upon termination of this
                Agreement by Left Behind Games pursuant to Section 15 above, Left
                Behind
                Games shall pay all monies owed to COKeM hereunder.  COKeM
                shall, upon receipt of full payment of all monies owed by Left Behind
                Games to COKeM pursuant to this Agreement, promptly ship the Remaining
                Product to Left Behind Games pursuant to Left Behind Games’ written
                shipping instructions and at Left Behind Games’ expense, time being of the
                essence.

            


    

    


    
      	
               

            	
              b.

            	
              Continuing
                Obligations.  The parties' respective obligations under
                Sections 7.e, 7.f, 7.g., 8, 9, 10, 11, 14, 16 and 17, and any other
                provision which by its terms indicates continuation beyond expiration
                or
                termination of this Agreement, shall survive the expiration and
                termination of this Agreement and shall continue in full force and
                effect.

            


    

    


    
      	
            	
              17.

            	
              General
                Provisions.

            


    

    


    
      	
               

            	
              a.

            	
              Notices.  All
                notices, requests, demands and communications required or permitted
                hereunder shall be in writing and shall be deemed given: (i) when
                received
                if delivered personally; (ii) on the fourth business day if sent
                by
                international courier service prepaid with instructions and requiring
                delivery within three (3) days from delivery to the courier service;
                (iii)
                on the day of transmission if telecopied, telegraphed or telexed
                (transmission confirmed) and sent via regular first class airmail
                to the
                parties at the following addresses and numbers, or such other addresses
                or
                numbers as a party may designate in writing to the other
                party:

            


    

     

    
      	
            	
              If
                to COKeM:

            	
              COKeM
                International, Ltd.

            


    

    865
      Xenium Lane North

    Plymouth,
      Minnesota  55441

    Attention:
       President

    


    
      	
            	
              If
                to Left Behind Games:

            	
              Left
                Behind Games Inc.

            


    

    25060
      Hancock Avenue,  Suite 103-110

    Murrieta,
      CA  92562

    Attention:  President

    


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    A
      copy of
      any notice alleging that Left Behind Games is in breach of any material
      provision of this Agreement must be sent to:  James Alan Cook, Esq.,
      731A Emerson Street, Palo Alto, CA 94301.  A copy of any notice
      alleging that COKeM is in breach of any material provision of this Agreement
      must be sent to:  Timothy Barnett, Winthrop & Weinstine, Suite
      3500, 225 South Sixth Street, Minnespolis, MN 55402-4629.

    


    
      	
               

            	
              b.

            	
              Entire
                Agreement.  This Agreement, together with the Exhibits,
                constitutes the entire Agreement between the parties and supersedes
                any
                and all prior and contemporaneous oral or written understandings
                between
                the parties relating to the subject matter
                hereof.

            


    

     

    
      	
               

            	
              c.

            	
              Modification
                and Waiver.  No purported amendment, modification or
                waiver of any provision hereof shall be binding unless set forth
                in a
                writing signed by both parties (in the case of amendments and
                modifications) or by the party to be charged thereby (in the case
                of
                waivers).  Any waiver shall be limited to the circumstance or
                event specifically referenced in the written waiver document and
                shall not
                be deemed a waiver of any other term of this Agreement or of the
                same
                circumstance or event upon any recurrence
                thereof.

            


    

     

    
      	
               

            	
              d.

            	
              Assignment.  Neither
                party shall, without the express prior written consent of the other
                party,
                assign, transfer or sell all or any part of its rights or obligations
                hereunder, by operation of law or otherwise; provided, however, either
                party may assign this Agreement and all of such party’s rights and
                obligations under this Agreement to any affiliate of such party or
                to any
                third party which succeeds by operation of law or purchases or otherwise
                acquires all or substantially all of the assets of such party or
                an
                affiliate of such party and assumes such party’s obligations
                hereunder.  Subject to the foregoing, any attempted or purported
                assignment, transfer, sublicense, subcontract or delegation without
                the
                required consent of the other party having first been obtained shall
                be
                null and void and a material breach of this Agreement.  This
                Agreement shall be binding upon and inure to the benefit of any successor
                or permitted assignee of either
                party.

            


    

     

    
      	
               

            	
              e.

            	
              Validity.  If
                any part of this Agreement shall be determined to be invalid or
                unenforceable by a court of competent jurisdiction or by any other
                legal
                constituted body having the jurisdiction to make such determination,
                the
                remainder of this Agreement shall remain in full force and
                effect.

            


    

     

    
      	
               

            	
              f.

            	
              Force
                Majeure.  Neither party shall be liable to the other
                party for any delay or failure of delivery or other performance caused
                in
                whole or in part by any contingency beyond such party's reasonable
                control, including without limitation, acts of God, acts of any government
                or any agency or subdivision thereof, or shortage or inability to
                secure
                labor, fuel, energy, raw materials, supplies or machinery at reasonable
                prices from regular sources. This provision shall only apply to COKeM’s
                actual performance of services hereunder and shall not apply or impact
                COKeM’s responsibility, liability and/or risk of loss for the Products
                as
                set forth in paragraph 4 (Product Risk of Loss) above.  COKeM
                shall remain responsible and liable to Left Behind Games for Product
                within its possession, custody or control and COKeM shall take reasonable
                measures to protect the Product and to provide for compensation in
                the
                event Product is damaged for any reason
                whatsoever.

            


    

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              g.

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

            


    

     

    
      	
               

            	
              h.

            	
              Limitation
                of Liability.  Except for the parties' respective
                indemnity obligations hereunder, neither party shall be liable to
                the
                other party for any incidental, consequential, special, or punitive
                damages of any kind or nature, including, without limitation, the
                breach
                of this Agreement or any termination of this Agreement, whether such
                liability is asserted on the basis of contract, tort (including negligence
                or strict liability), or otherwise, even if the other party has warned
                or
                been warned of the possibility of any such loss or damages, and regardless
                of whether any remedy set forth herein fails of its essential
                purpose.

            


    

     

    
      	
               

            	
              i.

            	
              Entire
                Agreement.  This Agreement, together with all Exhibits
                hereto, constitutes the entire agreement and understanding of the
                parties
                relating to the subject matter hereof and supersedes all prior and
                contemporaneous agreements, negotiations, correspondence and
                understandings between the parties, both oral and
                written.

            


    

     

    The
      parties have executed this
      Distribution Agreement in the manner appropriate to each to be effective the
      day
      and year entered on the first page hereof.

    


    
      	 	 	
              COKeM
                INTERNATIONAL, LTD.

            
	 	 	 
	 	
              Name:

            	 
	 	 	 
	 	
              Title:

            	 
	 	 	 
	 	
              Date:

            	 


    

    


    
      	 	 	
               

              LEFT
                BEHIND GAMES INC.

            
	 	 	 
	 	
              Name:

            	 
	 	 	 
	 	
              Title:

            	 
	 	 	 
	 	
              Date:

            	 


    

    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

    


    


    Products

    


    


    LEFT
      BEHIND: ETERNAL FORCES PC game

    


    Products
      can and may be amended mutually by both parties.

    


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

    


    Territory

    


    The
      Territory represented under this Agreement is North America.  Below is
      a list of retailers that Left Behind Games will sell to directly and to which
      COKeM may not sell the Products directly.  These accounts are subject
      to the charges outlined in Section 1b of Exhibit C.  Such list
      may be modified at any time by mutual agreement of the parties.

    


    Appalachian
      Distributors  

    Anchor
      Dist.

    New
      Day
      Distributing

    Alliance
      Sales and Distribution

    Game
      Stop

    EB
      Canada

    Baker
      and
      Taylor

    Mecca

    Tab
      Distribution

    Family
      Christian Stores

    ForeRunner
      Distributors

    International
      Accounts

    


    Below
      is
      a list of retail accounts that COKeM may sell to as per this
      agreement.  Such list may be modified at any time by mutual agreement
      of the parties.

    


    AAFES

    Barnes
      & Noble

    Best
      Buy

    BJ’s

    Borders

    Circuit
      City

    Costco

    Fred
      Meyer

    Fry’s

    Hastings

    Kmart/Sears 

    Marines

    Meijer

    Navy

    Pamida

    Sam’s
      Club

    Shopko

    Staples

    Target

    Toys
‘R
      Us

    Walmart

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    EXHIBIT
      C


    


    Schedule
      of Service and Pricing

    


    
      	
               

            	
              1.

            	
              Consistent
                with the Distribution Agreement and in addition to the provisions
                thereof,
                COKeM shall provide, as described herein, the following services
                for the
                prices outlined below.

            


    

    


    
      	
               

            	
              a.

            	
              COKeM
                agrees to provide distribution, fulfillment, warehousing, and EDI
                services
                to Left Behind Games at a rate of:

            


    

    


    
      	
               

            	
              i.

            	
              $4.50
                per unit for shipments to retail distribution centers and distributors
                (one location only)

            


    

    


    
      	
               

            	
              ii.

            	
              $5.62
                per unit for store direct shipments

            


    

    


    
      	
               

            	
              iii.

            	
              $3.75
                per unit for the following distributors only (one distribution center
                only
                each): Appalachian Distributors, Anchor Distributors, New Day
                Distributors, Baker and Taylor, D&H, Alliance, ForeRunner (Canada),
                Family Christian Stores, and Lifeway Christian
                Stores.

            


    

    


    
      	
               

            	
              b.

            	
              The
                above rates include ground shipping within the continental U.S.,
                but do
                not include applicable fuel charges (see Exhibit
                D).

            


    

    


    
      	
               

            	
              c.

            	
              For
                shipments to Hawaii, Alaska, Puerto Rico, Canada, or Mexico, Left
                Behind
                Games is responsible for all brokerage fees paid by COKeM for the
                Products, taxes (including Canada’s GST) paid by COKeM on for the
                Products, any fuel surcharges paid by COKeM on for the Products,
                or any
                other fees related to shipment of Product outside the continental
                U.S.

            


    

    


    
      	
               

            	
              d.

            	
              COKeM
                agrees to pay a net cost of $26.00 per unit on units it purchases
                for
                accounts that COKeM does not service for Left Behind Games. No further
                fees apply to either party. Payments terms are net 60
                days.

            


    

    


    
      	
               

            	
              e.

            	
              COKeM
                agrees to charge Left Behind Games for the cost of goods, assembly,
                and
                freight only for incurred by COKeM for units shipped to Left Behind
                Games’
                offices and warehouses as sales
                samples.

            


    

    


    
      	
               

            	
              2.

            	
              Consistent
                with the Distribution Agreement and in addition to the provisions
                thereof,
                Left Behind Games agrees to the following outlined
                below.

            


    

    


    
      	
               

            	
              a.

            	
              Left
                Behind Games agrees to have COKeM assemble a minimum of 200,000 units
                of
                Left Behind Eternal Forces PC game bundle over a six (6) month
                period commencing at the start of this
                contract.

            


    

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    (continued)

    EXHIBIT
      C (continued)

    


    


    
      	
               

            	
              b.

            	
              Left
                Behind Games agrees that the Left Behind Eternal Forces PC game
                bundle shall include one (1) retail carton, two (2) CDs, one (1)
                96 page
                manual, one (1) paperback book (or bible where applicable), one (1)
                serialized game code card, two (2) paper inserts, two (2) wafer seals,
                one
                (1) stabilizer insert, and one (1) six count shipper. Should any
                of these
                components change, or the price of any of these components change,
                the
                above per unit cost is subject to
                change.

            


    

    


    


    Current
      pricing at 200,000 units is as follows:

    


    
      	
              Retail
                Carton

            	
              $        0.48

            	 	 	 
	
              2
                CD Subassembly

            	
               N/A

            	
              Supplied
                by Left Behind Games

            	 
	
              96
                page Manual

            	
              $        0.77

            	 	 
	
              1
                Paperback Book (or Bible)

            	
               N/A

            	
              Supplied
                by Left Behind Games

            
	
              1
                Serialized Game Code Card

            	
              $        0.14

            	 
	
              Tech
                Support Insert

              Charity
                Insert

            	
              $        0.03

              N/A

            	
              Supplied
                by Left Behind Games

            	 
	
              2
                Wafer Seals

            	
              $        0.01

            	
              (each)

            	 
	
              1
                Stabilizer

            	
              $        0.13

            	 	 
	
              .167
                Shipper (6 pack)

            	
              $        0.08

            	 	 
	
              Assembly

            	
              $        0.36

            	 	 


    

    


    


    
      	
               

            	
              c.

            	
              Left
                Behind Games agrees to provide to COKeM the CD subassembly, the charity
                insert, the paperback books, and the bibles noted above for the Left
                Behind Eternal Forces PC game bundle units, as well as cover the
                cost of shipping these items to
                COKeM.

            


    

     

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    EXHIBIT
      D


    


    Additional
      Freight-Related Expenses

    


    
      	
               

            	
              1.

            	
              Fuel
                Surcharge Schedule.  A fuel surcharge will be added
                to all billable freight instances. The fuel surcharge is adjusted
                monthly,
                on the first Monday of the month.  The established fuel
                surcharge will remain in affect until the first Monday of the following
                month.  The basis for the fuel surcharge is determined by the
                Department of Energy (DOE) Highway Diesel Fuel (HDF)
                Index.  This Index can be found at
                http://tonto.eia.doe.gov/oog/info/wohdp/diesel.asp.  The
                fuel surcharge is established based on the U.S. Average HDF price
                value
                compared to the calculation table below.  The fuel surcharge
                will be multiplied by the actual net freight charge. When the DOE
                HDF
                price drops below $2.60, no fuel surcharge will apply. The fuel charges
                paid by Left Behind Games will be reviewed every three months by
                COKeM and
                Left Behind Games. If the average fuel surcharge percentage paid
                by Left
                Behind Games exceeds the average DOE fuel charge percentage for that
                period, COKeM will credit the difference to Left Behind
                Games.

            


    

    


    


    
      	
              DOE
                HDF Price

            	
              Percent

            	 	
              DOE
                HDF Price

            	
              Percent

            
	
              $2.60-$2.639

            	
              0.00%

            	
               

            	
              $3.08-$3.119

            	
              6.50%

            
	
              $2.64-$2.679

            	
              1.00%

            	
               

            	
              $3.12-$3.159

            	
              7.00%

            
	
              $2.68-$2.719

            	
              1.50%

            	
               

            	
              $3.16-$3.199

            	
              7.50%

            
	
              $2.72-$2.759

            	
              2.00%

            	
               

            	
              $3.20-$3.239

            	
              8.00%

            
	
              $2.76-$2.799

            	
              2.50%

            	
               

            	
              $3.24-$3.279

            	
              8.50%

            
	
              $2.80-$2.839

            	
              3.00%

            	
               

            	
              $3.28-$3.319

            	
              9.00%

            
	
              $2.84-$2.879

            	
              3.50%

            	
               

            	
              $3.32-$3.359

            	
              9.50%

            
	
              $2.88-$2.919

            	
              4.00%

            	
               

            	
              $3.36-$3.399

            	
              10.00%

            
	
              $2.92-$2.959

            	
              4.50%

            	
               

            	
              $3.40-$3.439

            	
              10.50%

            
	
              $2.96-$2.999

            	
              5.00%

            	
               

            	
              $3.44-$3.479

            	
              11.00%

            
	
              $3.00-$3.039

            	
              5.50%

            	
               

            	
              $3.48-$3.519

            	
              11.50%

            
	
              $3.04-$3.079

            	
              6.00%

            	
               

            	
              $3.52-$3.559

            	
              12.00%

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Note:  The
                fuel surcharge increases 0.5% for every 4-cent increase in fuel
                price.

            


    

    


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    EXHIBIT
      E

    


    Product
      Delivery Instructions

    


    


    See
      COKeM’s “Routing Guide – Inbound Freight” Procedure # 705-145-A as
      attached.  This procedure can be modified at the discretion of COKeM
      and agreement by Left Behind Games.

     

     

    -17-