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                                                                   EXHIBIT 10.17

                  PRODUCT DEVELOPMENT AND CO-BRANDING AGREEMENT

                            "SONGS 4 WORSHIP SERIES"

                         EXCLUDING CONFIDENTIAL PORTIONS


/1/ Indicates information which has been redacted pursuant to a request for
    confidential treatment.


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                       INDEX TO THE CONFIDENTIAL PORTIONS

<TABLE>
<CAPTION>
         PAGE                      SECTION                     LINE(S)
         ----                      -------                     -------
         <S>                       <C>                 <C>
          1                          1(c)                    3, 4, and 5
          3                          3(a)              4, 5, 10, 11, 12 and 13
          4                          4(c)                     2, 4 and 5
          4                          4(d)                   2, 3, 4 and 5
          5                           5                           2
</TABLE>


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                  PRODUCT DEVELOPMENT AND CO-BRANDING AGREEMENT
                            "SONGS 4 WORSHIP SERIES"

         This Agreement, entered into this the 10th day of January 2000, by and
between INTEGRITY INCORPORATED, a Delaware corporation with principal offices at
1000 Cody Road, Mobile, Alabama ("Integrity") and TIME LIFE, INC., a Delaware
corporation d/b/a Time Life Music, with principal offices located at 2000 Duke
Street, Alexandria, Virginia 22314 ("TL"). The parties wish to produce a series
of recorded compilations and companion song books featuring praise and worship
repertoires, which will be co-branded and co-marketed throughout the world. Now,
therefore, the parties agree as follows:

1.       Product Concept and Creation.

         a.       Product description. The product to be created under the
                  series trade name "Songs 4 Worship" will be a praise and
                  worship continuity series, with each volume in the series
                  containing approximately 22 songs. Each volume will be
                  manufactured in Double CD, Double Cassette, and song book
                  formats, with standard double jewel boxes, inlays, booklets
                  and j-cards (the "Product"). TL and Integrity will jointly
                  develop the repertoire, and all repertoire selections are
                  subject to master, mechanical and print rights clearance in
                  accordance with the financial terms established below. The
                  exact songbook format, song selection and number of songbook
                  volumes has not yet been determined, and TL has no obligation
                  to sell any songbooks produced pursuant to this Agreement.

         b.       Branding. The Product will prominently display the "Songs 4
                  Worship" logo and trademark (or other logo as mutually
                  approved) and will also bear the labels of "Time Life Music"
                  and "Integrity Music" in equal proportion on the exterior of
                  Product packaging. The "Integrity Music" and "Time Life Music"
                  logos will be used on advertising whenever possible, and it is
                  understood that neither logo will be used without the other
                  with reference to the Product.

         c.       Integrity's responsibilities. Integrity will obtain master
                  lease and print agreements with all third party owners of
                  masters embodied in the Product at its own expense. Mechanical
                  rates will not exceed [**]/1/ percent ([**]/1/%) of the
                  then-current statutory rate, and Print licenses will not
                  exceed a prorated portion of [**]/1/ percent ([**]/1/%) of the
                  retail selling price, Integrity will also manufacture the
                  Product and sell to TL its requirements for resale.

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/1/ Indicates information which has been redacted pursuant to a request for
    confidential treatment.


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         d.       TL's responsibilities. At its sole expense, TL will create all
                  artwork for Product covers and packaging, and furnish
                  Integrity with the same for manufacturing of the Products. All
                  such artwork will be subject to Integrity's reasonable
                  approval. (Integrity agrees to respond to any request for
                  approval within five (5) business days after Integrity's
                  receipt of request and samples.) In addition, TL will pay all
                  mastering expense required in preparation for manufacturing.

         e.       Shared expenses. The parties agree to share equally in costs
                  of additional products created (excluding the Product, and
                  song books, which such song books shall be created at
                  Integrity's sole discretion and expense), by mutual agreement
                  under the "Songs 4 Worship" branding.

2.       Marketing and Distribution.

         a.       Time Life Distribution. TL will hold exclusive worldwide
                  rights to promote and sell the product through the following
                  distribution channels: Outgoing telemarketing, General Market
                  retail, and General Market catalogs, and exclusive rights
                  within the United States for Television Direct response. TL
                  will have Internet and e-commerce rights with respect to its
                  own web site and other General Market e-commerce. In addition,
                  TL may cross-sell the products to its internal list by inserts
                  placed in mailings for other TL products and services (but
                  excluding direct mail campaigns for the Product.) TL may
                  obtain television and/or direct response rights in certain
                  international territories upon Integrity's agreement.

         b.       Integrity Distribution. Integrity will hold exclusive
                  worldwide rights to promote and sell the product to/through
                  the following distribution channels: Christian retail (CBA or
                  Christian Booksellers Association markets), direct mail
                  (including continuity sales, church sales, digital and
                  e-commerce sales.) Integrity will have Internet and e-commerce
                  rights with respect to its own web site and other Christian
                  e-commerce. Integrity shall have the right to license
                  distribution of the Product through all channels of
                  distribution throughout the remainder of the world.

         c.       Selling Price. The parties agree that the initial suggested
                  retail selling price for the products will be $19.95 for CD's,
                  $17.95 for Cassettes, and $19.95 for song books. Any change in
                  the suggested retail selling price will be mutually agreed by
                  the parties. The parties acknowledge that they cannot control
                  the prices set by independent retailers and resellers, but
                  agree that sales by the parties hereto via e-commerce will be
                  the same, and such will be mutually agreed.


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         d.       Mailing Lists. The parties hereby agree that they will
                  mutually share mailing list data of purchasers of the products
                  created hereunder in exchange for names of equal value, (i.e.,
                  an expired name for an expired name, active buyer for active
                  buyer.) TL specifically agrees to supply Integrity with data
                  on former subscribers to its "Songs 4 Life" series, who have
                  subsequently canceled for the express purpose of soliciting
                  Product continuity subscriptions.

         e.       Retail release. The, parties will mutually agree upon the date
                  the products shall be released to retail (General Market and
                  CBA); and it is hereby agreed that such release shall be
                  simultaneous (i.e., television and direct response will have a
                  period of exclusivity before the products are available at
                  retail).

3.       Product sales to TL.

         a.       Integrity will, upon receipt of approved purchase orders from
                  TL, sell to TL in non-returnable box lot quantities, TL's
                  requirements products rates calculated on the following basis
                  (plus freight). The copyright royalty on recorded products is
                  based on [**]/1/% of the then current statutory mechanical
                  rate, and on song books, [**]/1/ percent ([**]/1/%) of the
                  retail selling price (prorated to each copyright holder).
                  Integrity may adjust the prices charged to TL on each volume
                  to accurately reflect the then-current royalty obligation to
                  all parties, including Integrity.

<TABLE>
<CAPTION>
                                                                               CD           Cassette        Song book
                                                                            ---------       --------        ---------
                 <S>                                                        <C>             <C>             <C>
                 Manufacturing                                              $ [**]/1/       $ [**]/1/       $ [**]/1/
                 (May be adjusted if actual costs exceed above amounts)

                 Master Lease royalty                                         [**]/1/         [**]/1/         -None-

                 Copyright royalty                                            [**]/1/         [**]/1/         [**]/1/
                 (Based on 75% of $.075 statutory rate X 22)                -----           -----           -----

                                      Approximate Total                     $ [**]/1/       $ [**]/1/       $ [**]/1/
</TABLE>

         b.       In consideration of the above pricing, TL guarantees to
                  purchase from Integrity a minimum of ten thousand (10,000)
                  units of each recorded Product during the first thirty-two
                  (32) months of release. TL's initial order for each recorded
                  Product shall be a minimum of five thousand (5,000) units.

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/1/ Indicates information which has been redacted pursuant to a request for
    confidential treatment.


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         c.       TL may purchase from Integrity limited quantities of the
                  Product for its promotional use, at the Manufacturing cost set
                  forth in paragraph 3(a) above, provided the quantity of such
                  purchases does not exceed seven percent (7%) of the total
                  royalty bearing units of such Product title purchased by TL,
                  TL warrants that any units so purchased, whether or not
                  labeled "promotional only" or cut-out, will be given away for
                  purposes of promotion of the Products, and will not be sold.
                  If for any reason, Integrity and TL are subject to lower "free
                  goods" limits by any third party license, the foregoing shall
                  be adjusted to comply with any such license(s).

4.       Royalties payable by Integrity.

         a.       Integrity will pay and be responsible for all royalties due to
                  owners of the recorded masters, which such royalties will be
                  inclusive of all performer, artist, producer and other fees.

         b.       Integrity will pay and be responsible for all royalties to the
                  copyright owners of the compositions embodied in the recorded
                  masters (or song books), such royalties commonly known as
                  mechanical royalties or print royalties.

         c.       On sales of recorded products pursuant to this Agreement (less
                  any returns) Integrity will pay to TL royalties in the amount
                  of [**]/1/ ($[**]/1/) for each and every unit of the product
                  sold by Integrity in the United States pursuant to this
                  Agreement, and [**]/1/ the foregoing rate or [**]/1/ percent
                  ([**]/1/%) of Integrity's net receipts, whichever is less, on
                  subject products outside the United States. For purposes of
                  this Agreement, "net receipts" shall be the amount received by
                  a party in the United States, after deduction of any exchange
                  fees, commissions, or expenses to collect.

         d.       On sales of printed products (song books) pursuant to this
                  Agreement (less any returns) Integrity will pay to TL
                  royalties in the amount of [**]/1/ ($[**]/1/) for each and
                  every unit of the product sold by Integrity in the United
                  States pursuant to this Agreement, and [**]/1/ the foregoing
                  rate or [**]/1/ percent ([**]/1/%) of Integrity's net
                  receipts, whichever is less, on subject products outside the
                  United States. No royalties will be paid to TL on printed
                  products, until Integrity shall have recouped its
                  out-of-pocket production costs from such royalties payable to
                  TL pursuant to this subparagraph.

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/1/ Indicates information which has been redacted pursuant to a request for
    confidential treatment.


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5.       Royalties payable by TL. On sales of products pursuant to this
         Agreement (less any returns) TL will pay to Integrity royalties in the
         amount of [**]/1/ ($[**]/1/) for each and every unit of the product
         sold by it pursuant to this Agreement.

6.       Accountings. Accounting statements and, if applicable, royalty payments
         for products sold will be rendered by each party quarterly within sixty
         (60) days after the expiration of each calendar quarter. Only products
         which have been paid or credited to the account of the seller shall be
         deemed sold. No royalties will be payable on the sales of any products
         by any third-party distributors or licensees until such time as
         accountings and payment or final credit therefor has been received by
         the paying party. Either party, at its sole expense, upon at least
         thirty (30) days written notice (and not more than once in respect of
         any accounting period) will have the right to inspect the other party's
         books regarding the obligations hereunder for a period of two (2) years
         from the date on which any statement is rendered. Such auditing party
         must make specific written objection within such two (2) year period.
         Thereafter, it will be deemed to have consented to any such statements
         or accountings which will then be considered an account stated as
         between the parties, not subject to any objection for any reason
         whatsoever. Provided the objecting party has made timely written
         objection, as aforesaid, such party may file an action regarding same
         within two (2) years and six (6) months after the applicable statement
         is rendered, after which time any such action will be deemed barred.

7.       Sound Recording Copyright and Trademark License.

         a.       Integrity Trademarks. Integrity hereby grants to TL the right
                  to use its "Integrity Music" name and logo ("the Integrity
                  Trademarks') in connection with the products produced during
                  the Term of this Agreement for as long as the parties continue
                  to sell and distribute such products at no additional cost to
                  TL, and in accordance with the terms and conditions contained
                  herein. TL will honor the notice requirement relating to the
                  Integrity Trademarks and will place such trademarks on all
                  products and advertising produced hereunder in accordance with
                  the applicable regulations and Integrity guidelines. Integrity
                  warrants that it has all rights to grant TL the right to use
                  the Integrity Trademarks and will indemnify and hold TL
                  harmless with respect thereto. TL recognizes Integrity's title
                  to the Integrity Trademarks and will not at any time do or
                  suffer to be done any act or thing which will in any way
                  impair Integrity's rights in and to the Integrity Trademarks.
                  It is understood that TL will not acquire and will not claim
                  any title to the Integrity Trademarks adverse to Integrity by
                  virtue of this license, or through TL's use of the Integrity
                  Trademarks.

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/1/  Indicates information which has been redacted pursuant to a request for
     confidential treatment.


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         b.       TL Trademarks. TL hereby grants to Integrity the right to use
                  its "TL Music" name and logo ("the TL Trademarks") in
                  connection with the products produced during the Term of this
                  Agreement for as long as the parties continue to sell and
                  distribute such products at no additional cost to Integrity,
                  and in accordance with the terms and conditions contained
                  herein. Integrity will honor the notice requirement relating
                  to the Integrity Trademarks and will place such trademarks on
                  all products and advertising produced hereunder in accordance
                  with the applicable regulations and TL guidelines. TL warrants
                  that it has all rights to grant Integrity the right to use the
                  TL Trademarks and will indemnify and hold Integrity harmless
                  with respect thereto. Integrity recognizes TL's title to the
                  TL Trademarks and will not at any time do or suffer to be done
                  any act or thing which will in any way impair TL's rights in
                  and to the TL Trademarks. It is understood that Integrity will
                  not acquire and will not claim any title to the TL Trademarks
                  adverse to TL by virtue of this license, or through
                  Integrity's use of the TL Trademarks.

         c.       Sound Recording Copyright. The parties hereby agree that the
                  copyright in the Product sound recording compilation will be
                  jointly registered by Integrity in the names of Integrity
                  and TL.

         d.       Series Trademark. TL will trademark the series name in joint
                  names of TL and Integrity.

8.       Term. This agreement shall commence as of date first above written, and
         shall Continue through December 31, 2004 ("the Term"). Thereafter, the
         parties must mutually agree in writing to extend the term for
         additional periods of time.

9.       Warranties; Suspension, Termination

         a.       Each party hereto warrants, represents, covenants and agrees
                  that it has the right and power to enter into this Agreement,
                  to grant the rights herein granted by it, and to perform the
                  services agreed to be performed by it hereunder, and that no
                  materials, ideas or other properties furnished or designated
                  by it is subject to any restriction whatsoever, or is
                  violative of the rights of any person, firm or corporation,
                  including, without limitation, contract rights, copyrights and
                  rights of privacy.

         b.       If, because of an act of God, inevitable accident, fire,
                  lockout, strike or other labor dispute, riot or civil
                  commotion, act of public enemy, enactment, rule, order or act
                  of any government or governmental instrumentality (whether
                  federal, state, local or foreign), failure of technical
                  facilities, failure or delay of transportation facilities,
                  illness or incapacity of any performer or producer, or other
                  cause of a similar or


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                  different nature not reasonably within either party's control,
                  such party is materially hampered in the recording,
                  manufacture, distribution or sale of phonograph records, or
                  its normal business operations become commercially
                  impractical, then without limiting its rights, it will have
                  the option upon notice to suspend the Term of this Agreement
                  for the duration of any such contingency. In the event of a
                  suspension owing to a "force majeure," which suspension
                  exceeds six (6) consecutive months, the non-suspending party
                  may terminate this Agreement upon ten (10) days written notice
                  to other, but only if such "force majeure" does not affect a
                  substantial portion of the United States recording industry or
                  the suspension is not lifted by the suspending party within
                  ten (10) days of the receipt of the written notice from the
                  other party.

10.      Indemnification. Each party hereto agrees to indemnify the other party
         and save and hold the other harmless from any and all claims, causes of
         action, damages, liabilities, costs, losses, and expenses (including
         legal costs and attorneys' fees) arising out of or connected with any
         claim, demand or action which is inconsistent with any of the
         warranties, representations, covenants or agreements which the
         indemnifying party has made in this Agreement. Pending the
         determination and settlement of any such claim, demand or action, the
         non-indemnifying party will have the right, at its election, to
         withhold payment to you of any monies otherwise payable hereunder, in
         an amount reasonably related to that claim, demand or action, and its
         estimated costs and expenses (including legal costs and attorneys'
         fees) in connection therewith.

11.      Notices. The respective addresses for each party for all purposes
         hereunder are set forth on page 1 hereof, unless and until notice of a
         different address is received by the party being notified of a change
         of address. All notices will be in writing and will either be served by
         personal delivery (to an officer of each company), by mail or by
         telegraph, in each case with all charges prepaid. Notices will be
         deemed effective when personally delivered, mailed certified mail or
         similar delivery requiring a signature upon delivery, all charges
         prepaid, except for notice of change of address, which will be
         effective only when received by the party notified. A copy of each
         notice to Integrity will be simultaneously sent to Business & Legal
         Affairs, Integrity Incorporated, 1000 Cody Road, Mobile, AL 36695, and
         a copy of each notice to TL will be simultaneously sent to Law and
         Business Affairs, Time Life Music, 2000 Duke Street, Alexandria, VA
         22314. The failure to send courtesy copies of notices will not be
         deemed a breach of this Agreement nor will it diminish the
         effectiveness of such notice.

12.      Assignment. Either party may, at its election, assign this Agreement or
         any of its rights or delegate any of its obligations hereunder, in
         whole or in part, to any person, firm or corporation owning or
         acquiring all or a substantial portion of its assets, to any person,
         firm or corporation that is related to it as an affiliate,


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         subsidiary or otherwise, or to any person, firm or corporation into
         which or with it might merge or consolidate. In the event of such an
         assignment by either party of its rights to an unrelated third party,
         the other party shall be given written notice, then in such event the
         other party may upon six-months (6-months) written notice terminate
         this Agreement.

13.      Miscellaneous

         a.       This Agreement contains the entire understanding of the
                  parties hereto relating to the subject matter hereof and
                  cannot be changed or terminated except by an instrument signed
                  by the party to be bound. A waiver by either party of any term
                  or condition of this Agreement in any instance will not be
                  deemed or construed as a waiver of such term or condition for
                  the future, or of any subsequent breach thereof. All remedies,
                  rights, undertakings, obligations, and agreements contained in
                  this Agreement will be cumulative and none of them will be in
                  limitation of any other remedy, right, undertaking, obligation
                  or agreement of either party. The headings of the paragraphs
                  hereof are for convenience only and will not be deemed to
                  limit or in any way affect the scope, meaning or intent of
                  this Agreement or any portion thereof.

         b.       This Agreement has been entered into in the State of
                  Tennessee, and the validity, interpretation and legal effect
                  of this Agreement will be governed by the laws of the State of
                  Tennessee applicable to contracts entered into and performed
                  entirely within the State of Tennessee. The venue for any
                  controversy or claim arising out of or relating to this
                  Agreement or breach thereof, shall be the appropriate state
                  and federal courts located in Nashville, Tennessee.
                  Accordingly, each party hereto consents and submits to the
                  jurisdiction of such courts. The prevailing party in any such
                  dispute arising hereunder will be entitled to recover from the
                  other party its reasonable attorneys' fees in connection
                  therewith in addition to the costs thereof.

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

         d.       EACH PARTY HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL
                  OR HAS HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY
                  INDEPENDENT LEGAL COUNSEL OF ITS CHOICE FOR PURPOSES OF
                  ADVISING IT IN CONNECTION WITH THE NEGOTIATION AND EXECUTION
                  OF THIS AGREEMENT. IF EITHER PARTY HAS NOT BEEN


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                  REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN
                  CONNECTION WITH THIS AGREEMENT, SUCH PARTY ACKNOWLEDGES AND
                  AGREES THAT ITS FAILURE TO BE REPRESENTED BY INDEPENDENT LEGAL
                  COUNSEL IN CONNECTION WITH THIS AGREEMENT WAS DETERMINED
                  SOLELY BY IT.

         IN WITNESS WHEREOF, the parties have signed below.


INTEGRITY INCORPORATED                      TIME LIFE, INC.
Tax ID#63-0952549                           Tax ID#
                                                   -----------------------------



By: /s/ Jerry W. Weimer                     By: /s/ Mark Stevens
    -----------------------------------         --------------------------------
    Jerry W. Weimer, Ex. Vice President         Mark Stevens, President
    Chief Operating Officer


By: /s/ Don Mayes
    -----------------------------------
    Don Mayes, Director
    Business and Legal Affairs

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