EMPLOYMENT AGREEMENT


     This  Employment Agreement  (the  "Agreement")  is made  and
entered into  as of May 13,  1996, by and  between Thomas Nelson,
Inc.,  a Tennessee  corporation  (the "Company"),  and Sam  Moore
("Executive").

     Executive is currently employed  by the Company as President
and  Chairman of  the Board.   Executive has  served in  a senior
executive  capacity  with  the  Company for  many  years  thereby
acquiring  an intimate knowledge  of the business  and affairs of
the Company and  has demonstrated his  ability and has  performed
valuable  services  for  the Company.    The  Company  desires to
incentivize the Executive  to remain in its employ  as well as to
contractually protect the Company from the misuse of proprietary,
confidential  information and from  the Executive  competing with
the Company.   Accordingly,  the Company hereby  offers to  enter
into this Agreement with Executive.

     The Company's Board of Directors (the "Board") considers the
establishment  and  continuity  of  competent  management  to  be
essential to protecting and  enhancing the best interests of  the
Company and  its shareholders.   Thus,  the Board  has determined
that it is appropriate to provide Executive with compensation and
benefits arrangements upon a Change in Control (as defined below)
which ensure  that the compensation and  benefits expectations of
Executive will be  satisfied and which are competitive with those
of other corporations.

     Therefore,  the Company  wishes  to secure  the services  of
Executive for  a period to  and including March  31, 2001 on  the
terms and conditions set forth below, and Executive is willing to
enter  into  this Agreement.   In  consideration of  the premises
hereof  and  of  new  mutual promises  and  agreements  contained
herein, the parties therefore agree as follows:

A.   TERM OF AGREEMENT

     1.   Original Term.  This Agreement shall be effective as of
          the date first set  forth above (the "Effective Date").
          The Company shall employ  Executive as President of the
          Company for a term (the "Employment Period") commencing
          on the  Effective Date  and continuing until  March 31,
          2001 unless sooner terminated  pursuant to Section F or  
          H hereof.

     2.   Renewals.  The Employment Period shall automatically be
          extended for additional one-year periods unless written
          notice of  nonextension is  given in writing  by either
          party  no less  than  60 days  prior  to the  scheduled
          expiration date.

B.   POSITION AND DUTIES

     During the  Employment Period, subject  to the power  of the
     Board of  Directors to elect and  remove officers, Executive
     shall  serve as President and  Chairman of the  Board of the
     Company.   Executive shall  have  the authority,  functions,
     duties,   powers   and   responsibilities  for   Executive's
     corporate offices and positions  which are set forth  in the
     Company's  bylaws from time to time in effect and such other
     authority, functions, duties, powers and responsibilities as
     the Board of Directors of the Company may  from time to time
     prescribe  or delegate  to  Executive, in  all  cases to  be
     consistent with Executive's corporate offices and positions.
     Executive agrees, subject to  his election or appointment as
     such and  without additional  compensation, to serve  during
     the Employment Period in such particular  additional offices
     of comparable stature and responsibility to  which he may be
     elected  from   time  to  time   in  the  Company   and  its
     subsidiaries and to serve as  a Director and as a  member of
     any committee of the Board of Directors of any subsidiary of
     the Company.  During  the Employment Period, (i) Executive's
     services shall be rendered  on a full-time, exclusive basis,
     (ii) he will apply on a full-time basis all of his skill and
     experience  to  the  performance   of  his  duties  in  such
     employment and shall  report only to the  Company's Board of
     Directors and committees of the Board of Directors, (iii) he
     shall  have  no  other  employment and,  without  the  prior
     written  consent  of  the  Compensation   Committee  of  the
     Company's Board of Directors, no outside business activities
     which  require  the  devotion  of  substantial   amounts  of
     Executive's  time,  and  (iv)  unless   Executive  otherwise
     consents in writing, the headquarters for the performance of
     his services shall be the principal executive offices of the
     Company  in Nashville, Tennessee, subject to such reasonable
     travel as the performance  of his duties in the  business of
     the  Company  may  require.   Notwithstanding  the foregoing
     sentence, Executive  may devote  a reasonable amount  of his  
     time to civic, community, charitable,  or passive investment
     activities  and, with  the prior  approval of  the Board  of
     Directors, to serve as a director of  other corporations and
     to  other  types  of   business  or  public  activities  not
     expressly mentioned in this paragraph.

C.   COMPENSATION

     1.   Base  Salary.  Executive  shall be paid  an annual base
          salary as  set forth  on Exhibit  A hereto, subject  to
          such increase as may  from time to time be  approved by
          the Compensation  Committee of the  Company's Board  of
          Directors; provided, however,  that following any  such
          increase in Executive's base salary by the Compensation
          Committee,  such  base  salary  shall  not  be  reduced
          without the  prior written consent of  Executive.  Base
          salary  shall be  payable according  to the   Company's
          regular practice for salary payment.

     2.   Incentive Compensation.  Executive shall be eligible to
          receive annual incentive and bonus  compensation, shall
          be eligible to  participate in the Company's  long-term
          equity-based  incentive compensation  plans, including,
          without limitation, the Company's 1986  Executive Stock
          Purchase Plan,  1986 Stock Incentive Plan,  and Amended
          and Restated 1992 Employee Stock Incentive Plan, and in
          all  incentive,  gainsharing,  savings  and  retirement
          plans,  practices, policies and programs applicable  to
          other   peer   executives  of   the  Company   and  its
          subsidiaries,  but   in  no  event  shall  such  plans,
          practices, policies and programs provide Executive with
          incentive, gainsharing, savings and retirement benefits
          opportunities,  in each  case,  less favorable,  in the
          aggregate, than  the most favorable of   those provided
          by the Company and its subsidiaries for Executive under
          such  plans,  practices, policies  and  programs  as in
          effect at any time during the 90-day period immediately
          preceding the  date (the  "Change in Control  Date") on
          which a Change in Control (as defined below) occurs, or
          if   more  favorable   to  Executive,   those  provided
          generally at any time on or after the Change in Control
          Date to other peer executives of the Company.

     3.   Other Benefits.  During the Employment Period Executive
          shall be entitled  to all of the  fringe benefits which
          the Company  and  its subsidiaries  make  available  to
          senior  management  if  and  to  the  extent  that  the
          Executive is eligible to participate in accordance with
          the terms  of the benefit plans  or policies, provided,
          however, that the termination benefits hereunder are in
          lieu of  any severance benefits to  which the Executive
          would  otherwise   be  entitled.    Such  benefits  may
          include, but are not limited to, (i) medical, hospital,
          dental,  disability   and  life  insurance   plans  and
          coverages,  (ii)  pension,   profit  sharing,   401(k),
          employee  stock  ownership plan,  deferred compensation
          and similar plans or  arrangements, and (iii) any other
          benefit  plan, program or  arrangement, including those
          relating  to automobiles, clubs, vacations, and expense
          reimbursement, which  the Company and  its subsidiaries
          from  time to time  may make available  either to their
          employees  generally or to some  or all of their senior
          executive officers,  but in no event  shall such plans,
          practices, policies and  arrangements provide  benefits
          which are  less favorable,  in the aggregate,  than the
          most favorable of such  plans, practices, policies  and
          arrangements in  effect at  any time during  the 90-day
          period immediately preceding the Change in Control Date
          or  if  more  favorable  to  Executive,  those provided
          generally at any time on or after the Change in Control
          Date to other senior executives of the Company.

     4.   Life Insurance. 

          During the Employment Period,  the Company will provide
          the  Executive with  sufficient compensation  to enable
          him to pay the  after income tax cost of  the insurance
          premiums on those  life insurance policies  provided to
          Executive under Executive's agreement with  the company
          dated May  17, 1991 (the "Survivorship  Policies").  In
          the  event  that the  employment  of  the Executive  is
          terminated for  any reason  other than for  "Cause" (as
          hereinafter defined), then  the Company shall  continue
          to pay to the Executive (or his estate) in each year an
          amount which will permit  the Executive (or his estate)
          to continue to  pay the  after income tax  cost of  the
          total   insurance  premiums  due  on  the  Survivorship
          Policies until  the values in the Survivorship Policies
          are  sufficient  to maintain  a  net  death benefit  of
          $10,000,000 upon the  last to die  of the two  insureds
          without the  payment of additional  premiums (that  is,
          until  the  premiums  can "vanish")  according  to  the
          projections approved by  the Compensation Committee  of
          the Company's Board of Directors.

D.   NONDISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION

     1.   Confidential Information.

               (a)  Executive  acknowledges  and agrees  that the
          information,  observations  and  data  obtained  by him
          during  the  course   of  his  performance   under  the
          Agreement  and  the   Prior  Agreement  concerning  the
          business or affairs of the Company and its subsidiaries
          and  affiliates is the property  of the Company or such
          subsidiary   or  affiliate,   as  the   case  may   be.
          Therefore,  during the  Employment  Period and  at  all
          times  thereafter,  Executive  (i)   shall  hold  in  a
          fiduciary capacity for the  benefit of the Company, its
          subsidiaries and affiliates, and (ii) without the prior
          written consent of the Board of  Directors or except to
          the  extent required  by law  (and upon  prompt written
          notice  of such  requirement  to the  Company and  such
          subsidiary  or  affiliate),   shall  not  directly   or
          indirectly,  divulge, furnish,  disclose,  use or  make
          accessible for any purpose (except in the course of his
          employment under this Agreement   and in furtherance of
          the business  of the  Company and its  subsidiaries and
          affiliates)  any  Confidential Information  (as defined
          below).   Executive  acknowledges and  agrees that  the
          disclosure  of  any  Confidential Information  will  be
          damaging or  harmful to the business  activities of the
          Company, its subsidiaries and affiliates, and that such
          disclosure    can    direct    or   divert    corporate
          opportunities,  product sales and/or  profits away from
          the Company,  its subsidiaries  or affiliates.   In the
          event Executive  shall be required  by law to  make any
          disclosure as set forth above, Executive shall promptly
          notify  the Company  and  any  subsidiary or  affiliate
          which may reasonably be affected by such disclosure and
          shall cooperate with  the Company, such subsidiary  and
          such affiliate  to preserve in full the confidentiality
          of  all Confidential Information  of the  Company, such
          subsidiary or such affiliate.  Confidential Information
          shall  be considered confidential or proprietary unless
          and to  the extent  that such  Confidential Information
          become generally known to and  available for use by the
          public other than as a result of any act or omission to
          act by Executive.   Executive will take all appropriate
          steps  to  safeguard  Confidential Information  and  to
          protect it against disclosure, misuse,  espionage, loss
          and theft.

               (b)  As  used   in   this  Agreement,   the   term
          "Confidential  Information"  means information  that is
          not generally  known to the  public and  that is  used,
          developed  or obtained  by the  Company  or any  of its
          subsidiaries  and affiliates  in  connection  with  the
          Company's or such subsidiary's or affiliate's business,
          including but not limited  to (i) products or services,
          (ii) fees, costs and pricing structures, (iii) designs,
          plans   or   manufacturing    data,   (iv)    analysis,
          observations   or   data,   (v)    drawings,   artwork,
          photographs, videotapes, audio tapes, other recordings,
          and   reports,   (vi)   computer  software,   including
          operating systems, applications  program listings,  and
          computer   files,  (vii)   flow  charts,   manuals  and
          documentation, (viii)  data bases, (ix)  accounting and
          business   methods,    (x)   inventions,  devices,  new
          developments, methods and processes, whether patentable
          or unpatentable and whether or not reduced to practice,
          (xi)   customers,  clients,   authors  or   artist  and
          customer, client,  author or artist lists,  (xii) other
          copyrightable  works, (xiii)  all technology  and trade
          secrets, (xiv) intellectual  property, unique  business
          information,    or    confidential    or    proprietary
          information,   and  (xv)   all   similar  and   related
          information in whatever form.  Confidential Information
          will   not  include  any   information  that  has  been
          published in  a form generally available  to the public
          prior to the date Executive proposes to disclose or use
          such information.   Information  will not be  deemed to
          have been published  merely because individual portions
          of the information have been  separately published, but
          only   if   all  material   features   comprising  such
          information have been published in combination.

     2.   Product Development.   In  the event that  Executive as
          part  of  his  activities  on  behalf  of  the  Company
          generates, authors or contributes, individually or with
          the assistance of others, to any invention, design, new
          development,   device,   product,  method   or  process
          (whether or  not patentable  or reduced to  practice or
          comprising Confidential Information), any copyrightable
          work   (whether   or   not    comprising   Confidential
          Information)   or  any   other  form   of  Confidential
          Information  relating  directly  or  indirectly  to the
          business of the Company  or any of its  subsidiaries or
          affiliates as now or hereafter conducted (collectively,
          the  "Intellectual  Property"), Executive  acknowledges
          that   such  Intellectual  Property  is  the  exclusive
          property of  the Company and hereby  assigns all right,
          title  and  interest  in  and    to  such  Intellectual
          Property  to  the  Company.    Any  copyrightable  work
          prepared  in whole  or  in part  by  Executive will  be
          deemed "a work  made for hire" under  Section 201(b) of
          the 1976 Copyright Act, and the Company will own all of
          the   rights  comprised   in  the   copyright  therein.
          Executive  will  cooperate  with  the  Company  in  all
          reasonable  respects to protect the Company's interests
          in and rights to such Intellectual Property (including,
          without limitation, providing reasonable  assistance in
          securing patent protection and  copyright registrations
          and executing  all documents as reasonably requested by
          the  Company whether  such requests  occur prior  to or
          after  termination of  Executive's employment  with the
          Company).

     3.   Delivery of Materials  Upon Termination of  Employment.
          As  requested by the Company from time to time and upon
          the termination  of the Executive's employment with the
          Company for any reason, Executive will promptly deliver
          to the Company all  copies and embodiments, in whatever
          form,  of all Confidential  Information or Intellectual
          Property   in  Executive's  possession  or  within  his
          control  (including,   but  not  limited   to,  written
          records, memoranda, notes, photographs, plans, records,
          video  tapes,  audiotapes,  other recordings,  reports,
          manuals,  notebooks,  documentation, program  listings,
          flow  charts, magnetic  media, disks,  diskettes, tapes
          and  all  other materials  containing  any Confidential
          Information or Intellectual  Property) irrespective  of
          the location or form of such material and, if requested
          by the  Company, will provide the  Company with written
          confirmation   that  all   such  materials   have  been
          delivered to the Company.

E.   NONCOMPETITION

     1.   Covenant Not  to Compete.   Executive  acknowledges and
          agrees  with the  Company that Executive's  services to
          the Company  and its subsidiaries are  unique in nature
          and  that the  Company  and its  subsidiaries would  be
          irreparably   damaged  if  Executive  were  to  provide
          similar services to any person or entity competing with
          the Company or any of  its subsidiaries, or engaged  in
          similar  business.  Executive accordingly covenants and
          agrees  with  the Company  that  during the  Employment
          Period and  for two years following  the termination of
          Executive's  employment with the Company for any reason
          (the  "Noncompetition  Period"),  Executive  will  not,
          directly or  indirectly, either for himself  or for any
          other   individual,  corporation,   partnership,  joint
          venture  or other  entity, participate  in (as  defined
          below) any business (including, without limitation, any
          division, group or franchise of  a larger organization)
          competing  with any  of  the  book  publishing,  music,
          and/or  gift  businesses  then  conducted  (or, to  the
          knowledge of Executive, planned  to be conducted within
          two years) by the  Company or any of its  successors or
          then subsidiaries within any geographical area in which
          the Company  or its subsidiaries engage  or plan within
          two  years  to engage  in  any  such businesses.    For
          purposes of this Agreement,  the term "participate  in"
          will include, without limitation, having any  direct or
          indirect  interest  in  any  corporation,  partnership,
          joint  venture  or  other  entity, whether  as  a  sole
          proprietor,   owner,    stockholder,   partner,   joint
          venturer,  creditor  or  otherwise,  or  rendering  any
          direct  or  indirect  service  or   assistance  to  any
          individual, corporation, partnership, joint venture and
          other business entity (whether as a  director, officer,
          manager,  supervisor,  employee,  agent, consultant  or
          otherwise).

     2.   Nonsolicitation  and  Noninterference.     During   the
          Noncompetition Period, Executive  will not directly  or
          indirectly, on behalf of himself or another entity, (i)
          induce, attempt  to induce, or assist  others to induce
          any artist, composer,  songwriter, lyricist,  musician,
          author, writer, editor,  programmer, technician,  cable
          operator,  employee,  consultant,  customer,  supplier,
          licensee or  other person  or entity to  terminate its,
          his  or  her  association   with  the  Company  or  its
          subsidiaries,  or  to  cease  doing business  with  the
          Company  or  its  subsidiaries,   or  do  anything   to
          interfere with the relationship between the  Company or
          its  subsidiaries, on  the  one hand,  and any  artist,
          composer,   songwriter,  lyricist,   musician,  author,
          writer, editor, programmer, technician, cable operator,
          employee,  consultant or  other person or  entity doing
          business and/or under contract  with the Company or any
          of its subsidiaries, or with whom the Company or any of
          its subsidiaries is then  negotiating, or with whom the
          Company  or any  of  its subsidiaries  enters into  any
          contract or agreement during the Noncompetition Period,
          or  (ii)  hire,  without  the written  consent  of  the
          Company, any person who was an employee  of the Company
          or any of  its subsidiaries at  any time within  twelve
          (12)  months  of  the  termination  of  the  Employment
          Period.

     3.   Limitations.

               (a)  Nothing contained  in  this Section  E  shall
          prevent Executive from  owning up to  a 5% interest  in
          any corporation or entity having one or more classes of
          its securities listed on a national securities exchange
          or market, or  publicly traded in  the over-the-counter
          market,  provided   that  Executive  is   not  actively
          involved in  any manner whatsoever in  the operation or
          management of such corporation or entity.

               (b)  If  under the  circumstances existing  at the
          time  of enforcement  of  this Section  E, the  period,
          scope or  geographic area  described in this  Section E
          shall be found or held  to be unreasonable, the parties
          hereto  agree  that  the   maximum  period,  scope   or
          geographic  area  reasonable  under  the  circumstances
          shall be  substituted for  the stated period,  scope or
          geographic area.

     4.   Special Remedies.  The Parties hereto agree that in the
          event  of the breach of  any provision of  Section D or
          Section E  by Executive,  monetary damages alone  would
          not  be  an adequate  remedy  to  the Company  and  its
          subsidiaries for the injury that would result from such
          breach, and that the Company and its subsidiaries shall
          be  entitled,  at  any   time  after  such  breach,  to
          immediately  obtain  injunctive relief  prohibiting any
          further breach  of   this Agreement.  Executive further
          agrees that any such  injunctive relief obtained by the
          Company or any of its subsidiaries shall be in addition
          to monetary damages.

F.   TERMINATION OF EMPLOYMENT (OTHER THAN SUBSEQUENT TO A CHANGE
     IN CONTROL).

     1.   Applicability.   This  Section  F shall  apply only  to
          termination  of the    employment Period  prior to  the
          occurrence of  a Change  in Control (as  defined below)
          during  the  Employment  Period.    Termination  of the
          Employment Period following the  occurrence of a Change
          in Control shall be governed by Section H.

     2.   Events of Termination and Related Payments.

               (a)  Disability.   In  the event  that during  the
          Employment  Period   Executive should  become Disabled,
          the  Company (acting  by resolution  of the  Board) may
          elect  to terminate  the Employment  Period by  written
          notice   to   Executive,  his   guardian   or  personal
          representative and Executive,  his guardian or personal
          representative, as  the case may be,  shall be entitled
          to receive (i) full  compensation pursuant to Section C
          at  his  then  base  salary   rate  from  the  date  of
          termination of employment continuing for the lesser  of
          (a)  one year following the date of such notice and (b)
          the  remainder of the then effective Employment Period,
          and  (ii)   bonus  for  the  calendar   year  in  which
          Executive's   termination   of  employment   occurs  as
          determined in good faith by the  Compensation Committee
          of  the  Board of  Directors  in  its sole  discretion.
          Notwithstanding  the  foregoing   provisions  of   this
          Section  F(2)(a),  the  payments provided  herein  with
          respect to any period of Disability shall be reduced by
          the amount  of any  benefits payable to  Executive, his
          guardian or  personal representative,  as the case  may
          be, during such period  under any disability or similar
          plan  or  program  of   the  Company  of  any   of  its
          subsidiaries in respect of Executive's Disability.

               (b)  Death.   In the  event  of Executive's  death
          during    the    Employment   Period,    his   personal
          representative   shall  be  entitled   to  receive  any
          compensation pursuant to Section C which is accrued and
          unpaid as of the date of his death.

               (c)  Termination  Due to  Serious Misconduct.   In
          the event that  during the Employment  Period Executive
          should  commit Serious  Misconduct (as  defined below),
          the  Company (acting  by resolution  of the  Board) may
          elect to  terminate  the Employment  Period by  written
          notice  to  Executive,  and,  except as  set  forth  in
          subparagraph "f" hereunder, Executive shall be entitled
          only to any compensation  and benefits which are vested
          but unpaid as of the date of termination of employment.

               (d)  Termination  for  Reasons  Other Than  Death,
          Disability, Serious  Misconduct or Voluntary  Action by
          the Executive.  In the event that the Employment Period
          is  terminated  at the  option of  the Company  for any
          reason  other  than   for  serious  misconduct,  death,
          disability, or voluntary action  by the Executive,  the
          Executive shall be paid a lump sum payment equal to the
          lesser of (1) current base  salary and target bonus for
          the remainder  of  the term  hereunder, and  (2) a  sum
          equal to  twice current  base salary and  target bonus,
          and the  Company shall pay such sum to Executive within
          thirty  (30) business days  following such termination.
          Executive's   voluntary   resignation  resulting   from
          harassment,   unwarranted   demotion  and/or   material
          diminution of responsibilities shall be governed by the
          terms  of this provision and  shall not be considered a
          voluntary  termination as  defined in  subparagraph (e)
          hereunder.    In the  event  of  such termination,  the
          Company shall reimburse  the Executive for the  premium
          paid by  the Executive  for the continued  coverage for
          the Executive  (and  any dependents  of  the  Executive
          covered by the  Company's health care  plans as of  the
          date of  termination) under the  Company's health  care
          plan  pursuant to COBRA (or any of the mandatory health
          care  continuation law  then in effect),  such coverage
          being  substantially  similar   to  that  provided  the
          Executive  on the  date  of his  termination, but  such
          reimbursement shall be  only for a  period which is  of
          (1) the remainder of the term hereof, and (2) two years
          from the date of termination.

               (e)  Voluntary Termination  by Executive.   In the
          event   that   Executive   voluntary   terminates   his
          employment with  the Company  prior to  the end of  the
          Employment Period, the Company shall pay any earned but
          unpaid portion of Executive's base salary and incentive
          compensation   through  the  date  of  his  termination
          provided that the Executive  is in full compliance with
          the provisions of Sections D and E hereof.

               (f)  In  special recognition of  the many services
          provided to  the Company  by  Executive throughout  his
          lifetime and of Executive's unique abilities which have
          furthered  the growth  and prosperity  of  the Company,
          upon  Executive's  retirement, following  expiration of
          the term  hereunder, Executive  shall be entitled  to a
          lump  sum  payment by  the  Company  equivalent to  two
          years' base  salary, calculated  at the salary  rate in
          effect at termination.

     3.   Definition of Certain Terms.

               (a)  "Disabled"  means  such  physical  or  mental
          condition  of   Executive  as  is   determined  by  the
          Company's Board of Directors  in its sole discretion to
          be  expected to continue indefinitely and which renders
          him incapable of performing any  substantial portion of
          the  services  contemplated  hereby  (as  confirmed  by
          competent medical evidence).

               (b)  "Serious  Misconduct"  means embezzlement  or
          misappropriation  of  corporate  funds,  other  acts of
          dishonesty  or misconduct  materially  harmful  to  the
          business   or   reputation  of   the  Company   or  its
          subsidiaries, the  conviction  of a  felony, refusal to
          perform or disregard of the duties properly assigned by
          the  Board,   or  a  material  breach  of  any  of  the
          provisions of Sections  D or E above  or of any  of the
          other provisions of this Agreement which violations are
          not  cured within sixty (60) days  of written notice to
          the Executive of the breach.

     4.   Effect  of Breach  of  Noncompetition of  Nondisclosure
          Provisions.  In the event Executive materially breaches
          or otherwise  fails to  comply in any  material respect
          with  the provisions of Sections D or E above, then, in
          addition to  any other  remedies provided herein  or at
          law  on  in  equity, the  Company  shall  not  have any
          further obligation  to make any additional  payments to
          Executive pursuant to  this Agreement.   Termination of
          such payments pursuant to the  preceding sentence shall
          not   relieve   Executive's  obligations   pursuant  to
          Sections D or E above.

G.   CHANGE IN CONTROL

     For  purposes  hereof,  a  "Change in  Control"  shall  have
occurred if:

               (1)  any "person" other than any trustee or other
          fiduciary holding securities under an  employee benefit
          plan of the Company within the meaning of Section 14(d)
          of the  Securities Exchange Act of  1934 (the "Exchange
          Act") becomes the "beneficial owner" as defined in Rule
          13D-3  thereunder,  directly or  indirectly, of  20% or
          more  of  either the  then  outstanding  shares of  the
          Company's Common Stock (the "Outstanding Company Common
          Stock")  or  the  combined  voting power  of  the  then
          outstanding voting  securities of the  Company entitled
          to  vote generally  in the  election of  directors (the
          "Company Voting Securities");  provided, however,  that
          any acquisition by the  Company or its subsidiaries, or
          by  Sam  Moore,  S.  Joseph  Moore,  members  of  their
          families,   relatives,  certain   family  partnerships,
          trusts  associated  with  the Moore  family  and  other
          entities  who have as of  July 1, 1995  jointly filed a
          Statement on Schedule 13D under the Exchange Act, or by
          any reconstituted  version of such filing  group or any
          corporation  with  respect  to  which,  following  such
          acquisition, more than 80%  of, respectively, the  then
          outstanding  share of common  stock of such corporation
          and the  combined voting power of  the then outstanding
          voting securities of such corporation entitled to  vote
          generally  in   the  election  of  directors   is  then
          beneficially  owned, directly  or  indirectly,  by  the
          individuals  and  entities   who  were  the  beneficial
          owners,  respectively, of the  Outstanding Common Stock
          and Company Voting Securities immediately prior to such
          acquisition  in substantially  the  same proportion  as
          their ownership, immediately prior to such acquisition,
          of the  Outstanding  Company Common  Stock and  Company
          Voting  Securities,  as  the  case may  be,  shall  not
          constitute a Change in Control;

               (2)  during any two-year  period, individuals  who
          constitute the  Board of Directors of  the Company (the
          "Incumbent Board")  as of  the beginning of  the period
          cease for any reason to constitute at least  a majority
          of the  Board, provided that any  individual becoming a
          director   during   such  period   whose   election  or
          nomination for  election by the  Company's stockholders
          was  approved by an  affirmative vote of  at least two-
          thirds of the  directors then comprising the  Incumbent
          Board  (either by a specific vote or by approval of the
          proxy statement of the Company  in which such person is
          named as  a nominee  for director without  objection to
          such  nomination) shall  be, for  the purposes  of this
          subparagraph (b),  considered as  though person  were a
          member of the Incumbent  Board, but excluding, for this
          purpose, any  such individual whose  initial assumption
          of office is in connection with an actual or threatened
          election  contest  relating  to  the  election  of  the
          directors  of the  Company (as  such terms are  used in
          Rule  14A-11 of  Regulation  14A promulgated  under the
          Exchange   Act)   or   other   actual   or   threatened
          solicitation of proxies or consents; or

               (3)  approval by the  shareholders of the  Company
          of  a reorganization, merger  or consolidation, in each
          case, with respect to which all or substantially all of
          the individuals  and entities who  were the  respective
          beneficial  owners  of  the  Common  Stock  and  voting
          securities of  the Company  immediately  prior to  such
          reorganization,   merger   or  consolidation   do  not,
          following such reorganization, merger or consolidation,
          beneficially own, directly or indirectly, more than 80%
          of, respectively, the then outstanding shares of common
          stock  and  the  combined  voting  power  of  the  then
          outstanding   voting   securities   entitled  to   vote
          generally in the election of directors, as the case may
          be,   of   the    corporation   resulting   from   such
          reorganization, merger or consolidation, or  a complete
          liquidation  or dissolution  of the  Company or  of the
          sale or  other disposition of all  or substantially all
          of the assets of the Company.

     Notwithstanding  the  foregoing,  a  Change  in Control  for
     purposes  of this Agreement shall not be considered to occur
     as  a result  of  a transaction  which  is approved  by  the
     Company's Board  of Directors in advance  of the transaction
     and  prior to the  consummation of  the transaction  if such
     transaction  is  specifically  excluded  by   the  Board  of
     Directors from  the definition of  "Change of Control"   for
     purposes of this Agreement and such exclusion is approved by
     an affirmative vote of at least  two-thirds of the directors
     then comprising the Incumbent Board.  Furthermore,  anything
     in  this  Agreement  to  the  contrary  notwithstanding,  if
     Executive's  employment with the Company is terminated prior
     to the date  on which a Change in Control  occurs, and if it
     is   reasonably   demonstrated   by   Executive   that  such
     termination  of employment (1) was at the request of a third
     party who  has taken  steps reasonably calculated  to effect
     the Change in  Control or (2) otherwise  arose in connection
     with or in anticipation  of the Change in Control,  then for
     all purposes of this Agreement, a Change in Control shall be
     considered to have occurred immediately prior to Executive's
     employment termination date.

     In  the event the Board adopts any  plan or takes any action
     which, if  consummated, would result in a  Change in Control
     of the Company, the Company shall take any action determined
     by  the Board to be  necessary or appropriate  to ensure the
     prompt payment when due of any amounts which may  thereafter
     become payable hereunder upon  termination by the Company of
     Executive during  the Employment  Period, including  but not
     limited to the placement of sufficient funds to pay all such
     amounts  in an escrow account with a bank or other fiduciary
     institution.

     On  the Change in Control  Date, to the  extent permitted by
     law,  regardless  of  date   or  grant,  all  stock  options
     previously  granted  shall  be   come  exercisable  and  all
     restrictions   on  restricted   stock  shall  lapse.     All
     previously  deferred  compensation  (including  interest  or
     earnings)  shall,   at  Executive's  election,  be  paid  to
     Executive within 10 days of the Change in Control Date.

H.   TERMINATION FOLLOWING CHANGE IN CONTROL

     Following a Change in Control of the Company, the provisions
     of this Section  H shall apply  exclusively with respect  to
     (i)  the termination  of Executive's  employment  during the
     Employment Period and (ii) amounts payable to Executive upon
     such termination.

     If a Change in  Control of the Company shall  have occurred,
     Executive shall be entitled  to the benefits provided herein
     upon Executive's subsequent termination of employment during
     the  Employment  Period,  unless  such  termination  is  (i)
     because of Executive's death, (ii) by the Company because of
     Executive's  Disability or  Serious Misconduct  or (iii)  by
     Executive other than for Good  Reason.  For purposes hereof,
     "Good  Reason" shall  mean the  occurrence or  continuation,
     without  consent of Executive, after a  Change in Control of
     the  Company of any of the following events within 24 months
     after the Change in Control Date:

               (1)  the  assignment  to Executive  of  any duties
          materially  inconsistent  with  the position  with  the
          Company that  Executive held  immediately prior  to the
          Change in Control of the Company,  or an adverse change
          in the status,  position or  conditions of  Executive's
          employment    or    the    nature     of    Executive's
          responsibilities  in effect  immediately prior  to such
          Change in Control, or any  removal of Executive from or
          any  failure  to  re-elect  Executive to  any  of  such
          positions, except in connection with the termination of
          his employment by  the Company for  Serious Misconduct,
          Disability or death or by Executive other than for Good
          Reason;

               (2)  a reduction  by  the Company  in  Executive's
          annual base  salary as  in effect immediately  prior to
          such  Change in  Control which  is not  consistent with
          general  compensation reduction for  a Senior Executive
          of the Company;

               (3)  the relocation of Executive' principal office
          to a location outside a 25 mile radius from Executive's
          principal office  immediately prior to  such Change  in
          Control, except  for required  travel on  the Company's
          business  to  an extent  substantially  consistent with
          Executive's  business  travel  obligations  immediately
          prior to such Change in Control;

               (4)  the  failure   by  the  Company  to   pay  to
          Executive  any  portion  of  Executive's  salary within
          seven days of the date such salary is due;

               (5)  the  failure  by the  Company to  continue in
          effect  any  benefit  or  compensation  plan  in  which
          Executive participates immediately  prior to the Change
          in  Control  which  is material  to  Executive's  total
          compensation, including  but not limited  to the  stock
          option,  employee  stock  ownership, bonus,  insurance,
          disability   and  vacation  plans   which  the  Company
          currently  has or  any substitute  or additional  plans
          adopted  prior  to the  Change  in  Control, unless  an
          equitable   arrangement   (embodied   in   an   ongoing
          substitute or alternative plan  or plans) has been made
          with respect  to  such  plan,  or the  failure  by  the
          Company to continue  Executive's participation  therein
          (or in such  substitute or alternative plan) on a basis
          not  materially less  favorable, both  in terms  of the
          amount   of  benefits   provided   and  the   level  of
          Executive's    participation    relative    to    other
          participants, as in existence immediately prior to such
          Change in Control; or

               (6)  the  failure  of  the  Company  to obtain  an
          agreement  from any  successor to  assume and  agree to
          perform this Agreement, as contemplated herein.

     Executive's right  to  terminate  his  employment  for  Good
     Reason  pursuant to  this section shall  not be  affected by
     Executive's incapacity  due to  physical or mental  illness.
     Executive's  continued  employment   shall  not   constitute
     consent to, or a waiver of with respect to, any circumstance
     constituting Good  Reason hereunder.   In the  event of  any
     dispute  between Executive and the Company as to whether any
     event  constituting  Good Reason  shall  have occurred,  the
     burden of proving by clear and convincing evidence that such
     event does  not  constitute Good  Reason shall  rest on  the
     Company.

     Any termination of Executive's  employment by the Company or
     by   Executive  pursuant   to  this   Section  H   shall  be
     communicated by written  notice of termination  (the "Notice
     of  Termination")  to  the  other party  hereto,  and  shall
     indicate the specific termination provision in the Agreement
     relied upon  and shall  set forth  in reasonable  detail the
     facts  and  circumstances claimed  to  provide  a basis  for
     termination  of Executive's  employment.   For  the purposes
     hereof, "Date of Termination"  shall mean (i) if Executive's
     employment is  terminated  for  Disability,  30  days  after
     Notice  of Termination  is  given  (provided that  Executive
     shall not  have returned to the full-time performance of his
     duties  during   such  30  days)  or   (ii)  if  Executive's
     employment  is terminated  for any  other reason  other than
     death, the date specified in the Notice of Termination.

I.   PAYMENTS UPON TERMINATION SUBSEQUENT TO CHANGE IN CONTROL

     Following a  Change in Control, Executive  shall be entitled
     to  the following  benefits upon  termination of  employment
     during the  36-month period following the  Change in Control
     Date:

     1.   Death, Disability, Serious Misconduct or Termination by
          Executive  Other Than  for  Good Reason.   Following  a
          termination  of  Executive's   employment  because   of
          Executive's  death   or  by  the  Company   because  of
          Executive's  Disability  or  Serious  Misconduct  or by
          Executive  other  than for  Good Reason,  the Company's
          only remaining  obligations under this  Agreement shall
          be  to pay any base  salary earned through  the Date of
          Termination  plus  the   amount  of  any   compensation
          previously deferred  by Executive, in each  case to the
          extent  theretofore  unpaid,  and Executive's  benefits
          shall be limited to  vested benefits provided under any
          retirement, insurance and other benefit programs of the
          Company then  in effect  determined in accordance  with
          the terms thereof.

     2.   Other.    If  the  employment shall  be  terminated  by
          Executive for Good Reason or by  the Company other than
          for death, Disability  or Serious Misconduct, Executive
          shall be  entitled to the amounts  provided below, such
          amounts to be paid in cash in a lump sum  no later than
          the  tenth   business   day  following   the  Date   of
          Termination:

               (a)  the Company  shall pay to Executive  his full
          base salary, and earned or accrued, but unpaid vacation
          pay,  through the  Date of  Termination at the  rate in
          effect at such time,  plus all other amounts, including
          but not  limited to  incentive compensation for  a past
          fiscal year which has  not yet been awarded or  paid to
          Executive   under   incentive   plans,    programs   or
          arrangements, including any  deferred awards (it  being
          understood   that  with   respect   to  any   incentive
          compensation which has not been awarded, the individual
          performance component of the  award shall be determined
          on  at  least  the basis  that  Executive  has  met all
          applicable  standards) to  which Executive  is entitled
          under any compensation or benefit plan of the Company;

               (b)  a lump-sum severance payment  (the "Severance
          Payment")  equal   to  2.99   times  the  sum   of  (i)
          Executive's  annual  base  salary  as of  the  date  of
          termination of  employment  and  (ii)  any  cash  bonus
          received  by Executive  in  the  immediately  preceding
          fiscal year;  provided, that such amount  shall be paid
          in lieu  of, and Executive  hereby waives the  right to
          receive,  any other  amount  of  severance relating  to
          salary  or   bonus  continuation  to   be  received  by
          Executive  upon termination of  employment of Executive
          under any severance plan,  policy or arrangement of the
          Company;

               (c)  at the election of Executive, the cash-out of
          any or  all of Executive's stock  or stock-based awards
          granted pursuant  to both the Thomas  Nelson, Inc. 1986
          Stock  Incentive  Plan  and  the  1992  Employee  Stock
          Incentive   Plan  at  the  "Change  in  Control  Price"
          provisions set for therein.

     3.   Legal  Expenses.   In  addition  to  any other  amounts
          payable hereunder,  the  Company also  shall  reimburse
          Executive for  all legal fees  and expenses  reasonably
          incurred by Executive as a result of any termination of
          the  Employment Period  (including  all  such fees  and
          expenses, if  any, incurred in  contesting or disputing
          any right or  benefit provided by this  Agreement or in
          connection  with any  tax  audit or  proceeding to  the
          extent attributable to the application  of Section 4999
          of the Internal  Revenue Code of 1986, as  amended (the
          "Code"), to any payment of benefit provided hereunder).

     4.   Continuation of Benefits.  For the remainder of the
          Employment Period,  or such longer period  as any plan,
          program, practice  or policy  may  provide the  Company
          shall continue benefits to Executive and/or Executive's
          family at least  equal to those  which would have  been
          provided to them in accordance with the plan, programs,
          practices and  policies described in Sections  C(3) and
          (4) of this Agreement if Executive's employment had not
          been terminated  in accordance with the  most favorable
          plans, practices, programs  or policies of  the Company
          the its subsidiaries applicable generally to other peer
          executives and  their families during the 90-day period
          immediately preceding the Change in Control Date or, if
          more favorable to Executive,  as in effect generally at
          any  time   thereafter  with  respect   to  other  peer
          executives  of the  Company  and  its subsidiaries  and
          their  families; provided,  however, that  if Executive
          becomes  reemployed   with  another  employer   and  is
          eligible to receive medical  or other welfare  benefits
          under  another employer provided  plan, the medical and
          other  welfare  benefits   described  herein  shall  be
          secondary  to  those  provided  under  such  other plan
          during  such applicable  period  of  eligibility.   For
          purposes  of determining  eligibility of  Executive for
          retiree benefits  pursuant  to such  plans,  practices,
          programs and policies, Executive shall be considered to
          have remained employed until  the end of the Employment
          Period  and  to have  retired on  the  last day  of the
          Employment Period.

          To  the extent  not theretofore  paid to  provided, the
          Company shall  timely pay  or provide to  Executive any
          other  amounts  or  benefits  required to  be  paid  or
          provided  or  which Executive  is  eligible to  receive
          pursuant  to  this Agreement  under any  plan, program,
          policy  or practice  or  contract or  agreement of  the
          Company  and its  subsidiaries,  but  excluding  solely
          purposes  of  this  Section   J(4)  amounts  waived  by
          Executive pursuant to Section J(2)(b).

     5.   Certain Reduction in Payments by the Company.

          For  purposes of  this Section,  (i) a  "Payment" shall
          mean  any  payment or  distribution  in  the nature  of
          compensation  to  or  for  the  benefit  of  Executive,
          whether paid  or payable pursuant to  this Agreement or
          otherwise;  (ii) an  "Agreement Payment"  shall mean  a
          Payment  paid  or payable  pursuant  to this  Agreement
          (disregarding  this  Section);  (iii)  "Net  After  Tax
          Receipt"  shall mean  the  Present  Value  (as  defined
          below)  of  a  Payment  net of  all  taxes  imposed  on
          Executive  with respect  thereto under  Sections 1  and
          4999 of  the Code,  determined by applying  the highest
          marginal rate under Section 1 of the Code which applied
          to  Executive's  taxable  income  for  the  immediately
          preceding taxable year' (iv) "Present Value" shall mean
          such  value  determined  in  accordance   with  Section
          280G(d)(4) of the Code;  and (v) "Reduced Amount" shall
          mean  the   smallest  aggregate  amount   of  Agreement
          Payments  which  (a)  is  less  than  the  sum  of  all
          Agreement  Payments and  (b) results  in aggregate  Net
          After  Tax Receipts which are equal  to or greater than
          the  Net After Tax  Receipts which would  result if the
          aggregate Agreement Payments were any other amount less
          than the sum of all Agreement Payments.

          Anything    in   this   Agreement   to   the   contrary
          notwithstanding, in the event  Arthur Andersen LLP (the
          "Accounting Firm") shall determine  that receipt of all
          Payments would  subject Executive to  tax under Section
          4999 of  the Code, the Accounting  Firm shall determine
          whether  some  amount   of  Payments  would   meet  the
          definition of a Reduced Amount.  If the Accounting Firm
          determined  that  there  is   a  Reduced  Amount,   the
          aggregate Payments  shall  be reduced  to such  Reduced
          Amount.   In  the  event that  the  Accounting Firm  is
          serving as  accountant or auditor  for the  individual,
          entity  or  group  effecting  the  change  in  Control,
          Executive shall appoint  another nationally  recognized
          accounting firm  to  make the  determinations  required
          hereunder (which accounting firm shall then be referred
          to as  the Accounting Firm  hereunder).   All fees  and
          expenses of  the Accounting Firm shall  be borne solely
          by the Company.  

          If  the  Accounting  Firm  determined   that  aggregate
          Agreement  Payments  should be  reduced to  the Reduced
          Amount,  the  Company  shall  promptly  give  Executive
          notice  to  that effect  and  a  copy of  the  detailed
          calculation thereof,  and Executive may then  elect, in
          his  sole  discretion,  which   and  how  much  of  the
          Agreement Payments  shall be eliminated or  reduced (as
          long as after  such election the  present value of  the
          aggregate   Agreement   Payments  equals   the  Reduced
          Amount), and shall advise the Company in writing of his
          election within 10 days  of his receipt of notice.   If
          no such election is  made by Executive within such  10-
          day  period,  the  Company  may  elect  which  of  such
          Agreement Payments  shall be eliminated or  reduced (as
          long as  after such election  the present value  of the
          aggregate Agreement Payments equals the Reduced Amount)
          and shall notify Executive  promptly of such  election.
          All  determinations made by  the Accounting  Firm under
          this  Section shall  be  binding upon  the Company  and
          Executive  and  shall  be  made  within  60  days  of a
          termination of employment of Executive.  As promptly as
          practicable following such  determination, the  Company
          shall pay to or distribute for the benefit of Executive
          such Agreement  Payments as  are then due  to Executive
          under  this  Agreement and  shall  promptly  pay to  or
          distribute for  the benefit of Executive  in the future
          such  Agreement  Payments  as become  due  to Executive
          under this Agreement.

          While it is the intention of the  Company and Executive
          to  reduce  the  amounts payable  or  distributable  to
          Executive hereunder only if the aggregate Net After Tax
          Receipts to  Executive would thereby be  increased as a
          result of the uncertainty in the application of Section
          4999 of the Code at the time of the initial
          determination by  the Accounting Firm hereunder,  it is
          possible   that  amounts   will   have  been   paid  or
          distributed by  the Company to  or for the  benefits of
          Executive pursuant to  this Agreement which  should not
          have  been  so paid  or distributed  ("Overpayment") or
          that additional  amounts which will have  not been paid
          or distributed  by the Company  for the benefit  of the
          Executive pursuant to this Agreement could have been so
          paid  or distributed  ("Underpayment"),  in each  case,
          consistent with  the calculation of the  Reduced Amount
          hereunder.   In  the  event that  the Accounting  Firm,
          based either upon the assertion  of a deficiency by the
          Internal   Revenue  Service  against   the  Company  or
          Executive which the Accounting Firm believes has a high
          probability of  success determines that  an Overpayment
          has been made, any such Overpayment paid or distributed
          by the Company to or for the benefit of Executive shall
          be  treated for  all  purposes as  a loan  to Executive
          which  Executive  shall repay  to the  Company together
          with interest at the  applicable federal rate  provided
          for  in  Section  7872(f)(2)  of  the  Code;  provided,
          however, that no such loan shall be deemed to have been
          made and no amount shall be payable by the Executive to
          the  Company if an to  the extent such  deemed loan and
          payment would not either reduce the amount on which the
          Executive is subject to tax under Section 1 and Section
          4999  of the Code or  generate a refund  of such taxes.
          In  the  event that  the  Accounting  Firm, based  upon
          controlling   precedent   or   substantial   authority,
          determined that  an Underpayment has occurred, any such
          Underpayment shall  be promptly paid by  the Company to
          or for the benefit  of Executive together with interest
          at the applicable federal  rate provided for in Section
          7872(f)(2) of the Code.

     6.   Full Settlement.

          Except  as  otherwise  provided herein,  the  Company's
          obligation to  make the  payments provided for  in this
          Agreement  and otherwise  to  perform  its  obligations
          hereunder  shall  not  be   affected  by  any  set-off,
          counterclaim, recoupment, defense or other claim, right
          or action which the  Company may have against Executive
          or others.  In no event shall Executive be obligated to
          seek other employment  or take any other  action by way
          of mitigation of the amounts payable to Executive under
          any  of the provision of this  Agreement and, except as
          provided to  Executive under  any of the  provisions of
          this Agreement  and,  except  as  provided  in  Section
          J(2)(b) of  this Agreement,  such amounts shall  not be
          reduced   whether  or   not  Executive   obtains  other
          employment.

J.   REMEDIES

     Executive  acknowledges  that  he  will  receive  privileged
     information  from   the  Company  and  that   he  will  have
     substantial access  to the Company's trade secrets, business
     information  and personnel  data.   In consideration  of his
     employment  and the  privilege  of access  to the  Company's
     trade secrets, information, business methods and procedures,
     and   personnel  data,   Executive  acknowledges   that  the
     restrictions  contained   within  Sections   D  and   E  are
     reasonable and necessary in  order to preserve the Company's
     legitimate interests  and that  any violation  thereof would
     result  in  irreparable  injury  to the  Company  for  which
     monetary damages would be  an inadequate remedy.  Therefore,
     Executive acknowledges and  agrees that in the event  of any
     violations  thereof, the Company may  seek from any court of
     competent jurisdiction preliminary and  permanent injunctive
     relief  as well as  an equitable account  of all Executive's
     profits  or benefits  arising out  of such  violation, which
     rights shall  be cumulative  and in  addition  to any  other
     action or remedies to which the Company may be entitled.

K.   SUCCESSORS

          (a)  This   Agreement  is  personal  to  Executive  and
     without the prior  written consent of the  Company shall not
     be  assignable by Executive  otherwise than  by will  or the
     laws  of descent  and  distribution.   This Agreement  shall
     inure to  the benefit of  and be enforceable  by Executive's
     legal representatives.

          (b)  This Agreement  shall inure to the  benefit of and
     be binding upon the Company and its successors and assigns.

          (c)  The  Company will  require any  successor (whether
     direct or  indirect, by  purchase, merger, consolidation  or
     otherwise)  to  all or  substantially  all  of the  business
     and/or assets of the  Company to assume expressly and  agree
     to perform this Agreement in the same manner and to the same
     extent that the Company  would be required to perform  it if
     no  such  succession  had taken  place.    As  used in  this
     Agreement, "Company" shall mean the Company as herein before
     defined  and any successor to  its business and/or assets as
     aforesaid which assumes and agrees to perform this Agreement
     by operation of law,  or otherwise.  Failure of  the Company
     to obtain  such agreement prior to the  effectiveness of any
     such succession shall be  a breach hereof and shall  entitle
     Executive to terminate his employment for Good Reason.

L.   NOTICES

     All notices  and other communications hereunder  shall be in
     writing and shall  be given  by hand delivery  to the  other
     party  or by  registered or  certified mail,  return receipt
     requested, postage prepaid, addressed as follows:

     If to the Executive:

               Sam Moore, President
               Thomas Nelson, Inc.
               Nelson Place at Elm Hill Pike
               Nashville, Tennessee  37214-1000 

     If to the Company:

               Thomas Nelson, Inc.
               Nelson Place at Elm Hill Pike
               Post Office Box 141000
               Nashville, Tennessee  37214-1000
               Attention:  General Counsel

     or  to  such  other  address  as  either  party  shall  have
     furnished to  the other  in writing in  accordance herewith.
     Notice and communications shall  be effective when  actually
     received by the addressee.

M.   MISCELLANEOUS

     1.   The  invalidity or unenforceability of any provision of
          this  Agreement  shall  not  affect   the  validity  or
          enforceability of any other provision of the Agreement.
     2.   The Company may withhold from any amounts payable under
          this Agreement  such Federal,  state or local  taxes as
          shall  be  required  to  be withheld  pursuant  to  any
          applicable law or regulation.

     3.   Executive's  or the  Company's failure  to insist  upon
          strict  compliance with  any  provision hereof  or  any
          other  provision of  this Agreement  or the  failure to
          assert  any right  Executive  or the  Company may  have
          hereunder, including, without 
          limitation,  the right  of the  Executive  to terminate
          employment for Good Reason, shall not be deemed to be a
          waiver  of  such  provision   or  right  or  any  other
          promotion or right of this Agreement.

N.   WAIVERABILITY OF PROVISIONS

     No provision of  this Agreement may  be modified, waived  or
     discharged unless such waiver, modification or  discharge is
     agreed  to  in writing  and is  signed  by Executive  and an
     executive officer of the Company.  No waiver by either party
     hereto  of the  party's compliance  with or  breach of,  any
     condition or provision herein to be performed  by said party
     shall constitute  a simultaneous waiver of  any other terms,
     provisions  or conditions  herein nor  shall such  waiver by
     either   party  constitute  a   continuing  waiver  of  said
     pertinent  term, provision  or condition  subsequent thereto
     unless  such continuation of waiver is  agreed to in writing
     by the parties pursuant to the terms of this paragraph.

O.   ENTIRE AGREEMENT

     This Agreement, including  attachments, contains the  entire
     agreement between  the parties  hereto and no  agreements or
     representations, oral or otherwise, express or implied, with
     respect  to  the subject  matter  hereof have  been  made by
     either  party which  are  not set  forth  expressly in  this
     Agreement, except for the  Agreement between the company and
     Executive  dated  __________________, providing  for certain
     payments necessary to fund certain insurance policies, which
     agreement shall remain in full force and effect.

P.   APPLICABLE LAW  

     The validity, interpretation,  construction and  performance
     of this Agreement shall be governed by the laws of the State
     of Tennessee.   Any dispute regarding this  Agreement or any
     amendment or  addendum hereto  shall be resolved  through an
     arbitration hearing held  in accordance with the  procedures
     of the American Arbitration  Association.  Such  arbitration
     hearing shall be  held in Davidson County, Tennessee and the
     arbitrators'   decision   shall   be  final,   binding   and
     nonappealable by the parties hereto.  The cost of any
     such litigation to  enforce all or  part of this  Agreement,
     including,  without limitation,  court costs  and attorney's
     fees, shall  be paid  by the party  found to  be in  default
     hereunder or  who is otherwise found to be acting or to have
     acted contrary to the terms hereof.

          IN  WITNESS WHEREOF,  Executive  and the  Company  have
executed  this Agreement  as of  the day  and year  first written
above.

ACCEPTED BY:                    THOMAS NELSON, INC.


  /s/ Sam Moore                   /s/ Millard V. Oakley   
- --------------------            -------------------------
Sam Moore                       Name
President
                                  Chairman, 
                                  Compensation Committee
                                --------------------------
                                Title

  May 13, 1996                    May 13, 1996             
- ---------------------           --------------------------
Date                            Date