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                                                                   EXHIBIT 10.13
                         PRODUCT DISTRIBUTION AGREEMENT



         This Distribution Agreement ("Agreement") is made as of January 1,
2000 by and between Integrity Incorporated, 1000 Cody Road, Mobile, Alabama
36695 a Delaware Corporation ("INTEGRITY") and Word Entertainment (a division
of Word Music Group, Inc.), 25 Music Square West, Nashville, Tennessee 37203
("WORD").

                                    RECITALS

         WHEREAS, INTEGRITY is engaged in the business of acquiring and
producing audio and video masters and manufacturing phonograph records, tapes,
and printed musical products (including but not limited to audio cassettes,
compact discs, accompaniment tracks, video cassettes, and other recorded and
printed music products derived therefrom); and

         WHEREAS, INTEGRITY desires WORD to distribute throughout the United
States, Guam, Puerto Rico and A.F.E.S. and other military purchasing groups
which serve military bases across the world, ("the Territory") through normal
retail channels and wholesale outlets in the Christian bookstore market ("CBA
Marketplace") and general/secular markets (e.g., record stores and mass
merchandisers) ("General Marketplace") recorded product and musical print
products related thereto manufactured by or for INTEGRITY.

         NOW, THEREFORE, the parties hereto agree as follows;

1.       GRANT OF RIGHTS. INTEGRITY hereby authorizes and appoints WORD to be
         INTEGRITY's exclusive distributor to normal retail outlets in the CBA
         Marketplace and General Marketplace (exclusive of those markets
         retained by INTEGRITY pursuant to Paragraph 2 hereunder) during the
         term hereof in the Territory of all audio and video recordings derived
         from audio and video masters now or hereafter owned or controlled by
         INTEGRITY (such masters hereinafter the "Masters," and the recordings
         derived therefrom hereinafter "Records") and all choral and consumer
         printed products (hereinafter "Print Products") whether or not on the
         "Integrity Music" label (such Records and Print Products collectively
         hereinafter referred to as the "Products.") A listing of all current
         INTEGRITY labels is attached hereto as "Exhibit A". Such distribution
         rights shall include the right to distribute to wholesalers which
         distribute records and print products to such normal retail outlets in
         the CBA Marketplace and General Marketplace. INTEGRITY may not sell,
         license, or otherwise distribute Records or manufacturing overruns of
         Records derived from the Products to any person, firm, association,
         corporation, or entity other than WORD for sale through normal retail
         channels in the CBA Marketplace and General Marketplace in the
         Territory during the term of this Agreement.


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2.       RIGHTS RESERVED BY INTEGRITY. Notwithstanding anything contained
         herein to the contrary, WORD hereby acknowledges that INTEGRITY has
         specifically reserved its right to distribute Products for sale in
         remaining markets of any kind or nature not specifically granted to
         WORD hereunder as well as all rights whatsoever outside the Territory,
         including, but not limited to:

         a.       All mail order, television and radio promotion, record clubs,
                  budget and mid-price sales, "K-Tel"-type sales, and
                  non-phonograph record exploitation, such as films or
                  television;

         b.       Special markets, including but not limited to Christian Book
                  Distributors, Avon, Publisher's Clearing House, Books R Fun,
                  and any other direct to consumer catalog account;

         c.       All so-called international rights without limitation;

         d.       The right to sell Products directly to churches and
                  individuals, whether in the Territory or elsewhere throughout
                  the world;

         e.       All Internet, E-commerce, digital transmissions of any
                  nature, or by any technological means not specifically
                  granted to WORD hereunder;

         f.       General Market place sales for print products. If INTEGRITY
                  shall not have previously assigned such rights to any third
                  party, and INTEGRITY and WORD shall mutually desire for
                  INTEGRITY's Print Products to be distributed by WORD's
                  General Marketplace print distributor, WORD shall assume such
                  rights at a rate to be mutually negotiated in good faith.

         g.       All Choral Clubs rights. Each party shall maintain its own
                  Choral Clubs, and there shall be no right or responsibility
                  of either party to participate in the other's Choral Club,
                  except where the parties mutually agree. The parties
                  acknowledge that pursuant to WORD's current agreement with
                  PraiseGathering Publications, WORD currently handles the
                  subscription and fulfillment services for INTEGRITY's Choral
                  Club, however Word's right or obligation to deliver such
                  services is not a condition or term of this Agreement.

         h.       The right to sell Products directly to bookstore accounts
                  which primarily serve the Catholic Church market.

3.       TERM. The term ("Term") of this Agreement shall commence on January 1,
         2000 and shall continue for an initial period of four (4) years,
         ending December 31, 2003. The initial twelve (12) months of the Term
         and each consecutive twelve (12) month period thereafter


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         is referred to herein as a "contract year." Execution of this
         Agreement shall result in the early termination of the existing
         agreement between the parties related to the subject matter hereof,
         and dated April 1, 1996; provided that fees with respect to sales
         occurring through December 31, 1999 shall be paid according to the
         terms of the prior agreement.

4.       INTEGRITY'S RESPONSIBILITIES. INTEGRITY shall be solely responsible
         for, and shall pay all costs in connection with:

         a.       All activities and costs in connection with the Masters or
                  the Products, including without limitation all costs arising
                  out of the creation of, and/or the acquisition of INTEGRITY's
                  rights in, the Masters or the Products.

         b.       All activities and costs in connection with the manufacture
                  of finished Products, including without limitation, all
                  jackets, sleeves, inserts, engravings and other components of
                  the finished Records and Print Products, and delivery of
                  finished product to WORD's designated warehouse(s).

         c.       Obtaining all necessary mechanical, synchronization and print
                  licenses and paying all license fees; filing copyright
                  registration on all Masters or Products subject to copyright;
                  obtaining all consents, authorizations and clearance with
                  respect to the reproduction, use and commercial exploitation
                  of the Masters or the Products; and obtaining all consents,
                  authorizations and clearances with respect to the services,
                  names, and likenesses of any person whose performances and/or
                  services are embodied in any Products distributed hereunder.
                  INTEGRITY shall hold WORD harmless from its failure to take
                  such actions.

         d.       INTEGRITY will be solely responsible for and shall pay any
                  and all artists' royalties, producers' royalties, musicians,
                  copyright, publishers' and/or writers' mechanical and
                  synchronization royalties, and any and all other royalties or
                  similar payments as may be or become payable in connection
                  with the Masters, the Products, the Compositions, the
                  Materials, and/or earnings of WORD, which may be payable by
                  reason of the manufacture, sale, and distribution of the
                  Products in the Territory. INTEGRITY shall hold WORD harmless
                  from the obligation to pay such royalties.

         e.       Subject to the rights reserved by INTEGRITY hereunder,
                  INTEGRITY agrees that neither INTEGRITY nor any person, firm
                  or corporation acting for INTEGRITY or with INTEGRITY's
                  authorization or acquiescence (other than WORD) will
                  distribute the Products for sale through normal retail
                  channels in the CBA Marketplace and General Marketplace
                  throughout the Territory except as otherwise provided herein.


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5.       INTEGRITY'S WARRANTIES. INTEGRITY represents and warrants to WORD as
         follows:

         a.       INTEGRITY is the sole owner, or the exclusive licensee of the
                  sole owner, for the Territory of the Masters and Products, of
                  all performances embodied therein, all records, compact
                  discs, tapes, videos and reproductions derived therefrom, and
                  all sound recording copyrights therein. Subject to any rights
                  reserved by INTEGRITY hereunder, no other person, firm or
                  corporation has any rights in or to the Masters, the
                  Products, the performances embodied therein or any copy
                  thereof in the Territory.

         b.       INTEGRITY is duly qualified to do business in the State of
                  Alabama and has the full right, power and authority to enter
                  into this Agreement; and INTEGRITY has not done or permitted
                  to be done anything which may curtail or impair any of the
                  rights given or granted herein.

         c.       INTEGRITY has and will have the right to record and reproduce
                  all musical compositions (the "Compositions") embodied in the
                  Products.

         d.       None of the Masters, the Records, the Compositions, the Print
                  Products, or any other materials or services supplied by
                  INTEGRITY hereunder including, without limitation, album
                  jackets or other packaging, artwork liner notes, advertising,
                  promotion and merchandising materials and advertising
                  marketing services (the "Materials"), violate or infringe, or
                  will violate or infringe, any statute or law, or any common
                  law or statutory rights of any person or entity whatsoever,
                  including, without limitation, contractual rights,
                  copyrights, trademarks, rights of privacy and publicity, and
                  obscenity laws.

         e.       There is not any claim, demand, or any form of litigation or
                  other judicial or regulatory proceeding whatsoever pending or
                  threatened with respect to any of the Masters, the Records,
                  the Print Products, the Compositions, or the Materials.

         f.       All other costs and expenses in connection with the recording
                  and printing of the Products have been and will be paid, and
                  all necessary licenses, consents or clearances have been
                  and/or will be obtained.

6.       PROPRIETARY MATERIALS; BIOGRAPHIES; TRADEMARKS.

         a.       Subject to any restrictions in INTEGRITY's agreements with
                  any individual artist or producer of which INTEGRITY shall
                  notify WORD in writing no later than the date INTEGRITY
                  delivers the Records containing such artists' performance,
                  WORD shall have the right to use and publish INTEGRITY's and
                  each artist's and producer's likeness, name, voice,
                  trademark, trade name, logo, sound effects and biographical
                  materials provided by INTEGRITY in connection with WORD's
                  sale, advertisement


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                  and distribution of Products hereunder, or to refrain
                  therefrom. It is understood that INTEGRITY's designated logo
                  will be used wherever INTEGRITY's Products and/or its artists
                  or producers are used in advertisement. Further, INTEGRITY
                  shall have the right to approve all consumer advertising not
                  supplied by Integrity and containing INTEGRITY's artists,
                  logos, trademarks or trade names prior to publication.

         b.       Subject to the foregoing provisions, WORD may use INTEGRITY's
                  applicable trademark or logo during the Term hereunder at no
                  additional cost to WORD. WORD will honor the notice
                  requirement relating to INTEGRITY's trademarks; provided that
                  any inadvertent failure by WORD to use INTEGRITY's logo shall
                  not constitute a breach of this Agreement. INTEGRITY warrants
                  that INTEGRITY has all rights to grant WORD the right to use
                  such trademarks and logo and shall indemnify and hold WORD
                  harmless with respect thereto. INTEGRITY's submission of any
                  material which includes INTEGRITY's and/or any artists'
                  trademarks and/or logos shall be deemed to be instructions to
                  WORD to use such trademarks and/or logos, as submitted.

7.       WORD'S RESPONSIBILITIES. At WORD's expense, WORD will furnish all
         "normal distribution services" as that term is generally understood in
         the phonograph record industry subject to the specific business
         practices and policies of WORD. Such services shall include, but not
         necessarily be limited to:

         a.       Warehousing of finished Products and, if applicable, finished
                  jackets, sleeves, inserts and other components ("Inventory")
                  at its designated Distribution Centers.

         b.       Selling and shipment of finished goods and merchandising
                  materials supplied by INTEGRITY to WORD's customers within
                  the Territory (WORD's salesmen are to receive the same
                  compensation or commission on sales of Products hereunder as
                  they are paid for sales of WORD's products).

         c.       Billing for Products delivered to customers and collection
                  thereof, with weekly reports (including but not limited to
                  movement reports and weekly sales summaries) to be promptly
                  provided to INTEGRITY, including the administration of any
                  sales and/or discount programs requested by INTEGRITY
                  pursuant to Paragraph 13(b) herein below, and the absorption
                  of any "bad debts" and cash discounts (both of which are
                  WORD's sole responsibility) relating to Products sales
                  hereunder to such customers in the same manner as WORD deals
                  with customers of WORD's products.

         d.       Upon INTEGRITY's request to WORD, WORD will compile, collate,
                  pack and ship all packets required of INTEGRITY for use at
                  choral workshops, festivals, and clinics. INTEGRITY will pay
                  WORD's direct and out-of-pocket costs (including the wages of
                  hourly employees, but not an allocation of operating
                  overhead) for


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                  providing such services within thirty (30) days from receipt
                  of WORD's invoice for the same. In the event WORD and
                  INTEGRITY desire to join marketing efforts, the parties shall
                  jointly determine the extent of the efforts, and shall each
                  bear the cost incurred proportionate to their participation.

         e.       Notwithstanding anything to the contrary contained herein,
                  WORD shall have the right, without liability to INTEGRITY, to
                  decline to distribute or withdraw from distribution any
                  Products hereunder if such Products(s) or the materials
                  contained thereon or therein are deemed, in the opinion of
                  WORD's counsel, libelous, slanderous or defamatory or
                  violative of the laws of any jurisdiction or infringe upon
                  copyrights or trademarks or otherwise violate or infringe
                  upon the rights of any party or person.

         f.       WORD warrants and agrees that regular orders shall be
                  fulfilled out of Inventory on hand within an average of two
                  business (2) days [such average to be measured during any
                  continuous 30-day period] after WORD's receipt of an order
                  from its customer.

         g.       WORD shall issue a clear and direct clarification to its
                  General Market distributor of such distributor's rights with
                  regard to the Products. INTEGRITY shall either prepare or
                  approve such letter of clarification prior to its issuance.

         h.       WORD shall cause the WORD logo to be removed from all
                  Products manufactured for sale by its General Market
                  distributor, after the execution hereof. Such product shall
                  bear only the INTEGRITY logo and the logo of the General
                  Market distributor.

         i.       WORD shall furnish non-dedicated office space with telephone
                  privileges in WORD's Nashville building for the use by
                  INTEGRITY's senior staff when in Nashville.

8.       WORD'S WARRANTIES; PERFORMANCE GOAL.

         a.       WORD warrants and agrees that it shall represent INTEGRITY's
                  Products in a manner consistent with INTEGRITY's mission and
                  the nature of the product, and further that WORD will promote
                  and sell INTEGRITY's product with the same level of energy,
                  commitment and professionalism as it devotes to sales of
                  WORD's own product lines. WORD agrees to exercise all of its
                  rights under this Agreement in good faith, in accordance with
                  its business practices and policies. In this regard, WORD
                  currently maintains a field sales force of fourteen (14)
                  persons, four (4) key account representatives, and a
                  telemarketing sales force of ten (10) persons. Word shall not
                  reduce the foregoing groups by more than twenty percent (20%)
                  throughout the Term, unless INTEGRITY agrees to such
                  reductions in writing.


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         b.       Provided INTEGRITY shall continue to deliver similar quantity
                  and quality of Products to WORD for distribution as it has
                  produced over the last 24 months, if and only if, WORD's
                  total sales of INTEGRITY Products in any contract year falls
                  below net sales of ten million dollars ($10,000,000), in that
                  event, INTEGRITY shall have the right to terminate this
                  Agreement, upon three (3) months' written notice to WORD
                  delivered anytime within the first two (2) months of the next
                  contract year. In such event, all other provisions of the
                  Agreement relative to termination shall apply.

         c.       WORD shall have the right during the term hereof to sell
                  Products directly to U.S. bookstore accounts which deal
                  primarily with Spanish and Portuguese titles (and WORD shall
                  account for sales through its Miami-based office serving such
                  accounts separately, by product title); provided that if
                  aggregate net sales of Products to all such accounts reported
                  and paid to INTEGRITY shall not in the calendar year 2000
                  equal at least Five Hundred Thousand dollars ($500,000.00),
                  or in any subsequent calendar year shall not exceed by at
                  least ten percent (10%) such sales in the immediately
                  preceding calendar year, INTEGRITY shall have the right, at
                  any time during the first two (2) months of the subsequent
                  calendar year, to deliver written notice to WORD to the
                  effect that such right with regard to such Spanish/Portuguese
                  bookstore accounts will terminate on June 30 of the year in
                  which notice is given.

         d.       WORD shall during the term hereof sell selected Products
                  through its General Market distributor, such Products to be
                  selected at the General Market distributor's discretion;
                  provided that INTEGRITY shall have the right, at any time
                  during the first 30 days of any calendar year after 2000, to
                  deliver written notice to WORD to the effect that such right
                  will terminate on July 31 of the year in which notice is
                  given. INTEGRITY agrees that it will not enter into an
                  agreement with WORD's General Market distributor for the sale
                  of Products in the General Market within one (1) year after
                  the effectiveness of any termination of WORD's right as
                  described in this Section 8(d). The foregoing
                  notwithstanding, if during the term WORD shall terminate its
                  distribution agreement with its General Market Distributor
                  Sony, Inc., INTEGRITY shall have the option to negotiate an
                  agreement directly with Sony to continue distribution of
                  INTEGRITY's Products through Sony, Inc. independent of WORD.

9.       FREIGHT CHARGES. INTEGRITY shall pay the insurance and freight charges
         (including charges for air and/or surface shipment) for shipment from
         the plants where the Products and merchandising materials are pressed
         or fabricated to WORD's designated Distribution Centers (and
         merchandising warehouses, if any).


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10.      SALES AND DISTRIBUTION FEES.

         a.       With respect to net sales of the Products in the Territory
                  (i.e., gross sales of the Products less returns, credits and
                  rebates) by WORD, and except as otherwise provided for
                  herein, WORD will pay INTEGRITY [ ]* percent ([ ]*) of WORD's
                  actual net selling price to its customers.

         b.       With respect to sales of INTEGRITY's Records by WORD through
                  WORD's General Market distributor, Sony Music, a Group of
                  Sony Music Entertainment, Inc. ("Distributor"), WORD shall
                  pay INTEGRITY [ ]* percent ([ ]*) of its net receipts from
                  Distributor, with full account and payment to be remitted to
                  INTEGRITY within thirty (30) days after WORD's receipt of
                  payment from Distributor. In the event of any material
                  modification to or termination of WORD's agreement with
                  Distributor, the parties agree to renegotiate in good faith
                  the terms of this provision, or a replacement provision as to
                  General Market sales.

         c.       With respect to net sales (i.e., gross sales of the Products
                  less returns, credits and rebates) by WORD of one (1)
                  released album of Masters and one (1) potentially forthcoming
                  album of Masters featuring Bishop T.D. Jakes (including his
                  ministries, associates, or successors), for which Integrity
                  has obtained distribution rights for the CBA marketplace
                  through Island Records, WORD will pay INTEGRITY [ ]* percent
                  ([ ]*) of WORD's actual net selling price to its customers.

         d.       With respect to net sales of "WOW Worship" Products in the
                  Territory (i.e., gross sales of the Products less returns,
                  credits and rebates) by WORD, WORD will pay INTEGRITY
                  [ ]* percent ([ ]*) of WORD's actual net selling price
                  to its customers.

         e.       All amounts hereunder collected by WORD and due to INTEGRITY
                  shall be paid thirty (30) days following the end of each
                  month. Subject at all times to the provisions of Paragraph 22
                  hereof, amounts owing to INTEGRITY shall be paid as
                  aforesaid. WORD acknowledges that prompt and timely payment
                  by it is a material condition of this Agreement, and that if
                  any such payment is not made within five (5) days of its due
                  date INTEGRITY, in addition to any other remedies which it
                  might have, INTEGRITY shall be entitled to immediately
                  terminate this Agreement upon notice to WORD, and WORD shall
                  forthwith return to INTEGRITY all Inventory in its
                  possession. Amounts due INTEGRITY which are not paid within
                  five (5) days of the due date therefor shall bear interest at
                  the prime rate plus two percent (2%) per annum. For the
                  purposes of this Agreement, prime shall be the "prime rate"
                  set by SunTrust Bank in Nashville on the day which the
                  payment was due.

         f.       Upon either party's dissolution or the liquidation of
                  substantially all its assets, or the

* Indicates information that has been redacted pursuant to a request for
  confidential treatment.
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                  filing of a petition in bankruptcy or insolvency or for an
                  arrangement or reorganization, by, or for either party (or
                  against such party and not disposed of successfully within
                  sixty (60) days thereafter), or in the event of the
                  appointment of a receiver or a trustee for all or a portion
                  of such party's property, or if either party shall make an
                  assignment for the benefit of creditors, commit any act for,
                  or in, bankruptcy or become insolvent, or in the event any
                  payment to either party by the other party under this
                  Agreement becomes subject, in any manner, to anticipation,
                  alienation, sale, transfer, assignment (except as permitted
                  pursuant to this agreement), levy, pledge, encumbrance or
                  charge, or to attachment, garnishment or other legal process,
                  then at any time after the occurrence of any such event, in
                  addition to any other remedies which may be available, then
                  the other party shall have the right to retain any funds then
                  in its possession but only as and to the extent such party is
                  entitled to such funds under the terms of this Agreement.

11.      ACCOUNTING.

         a.       WORD shall render accounting statements setting forth in
                  detail the sales and returns of Products distributed
                  hereunder on a monthly basis. Said reports shall be rendered
                  no later than ten (10) business days following the last
                  business day of each month of this Agreement. Further, WORD
                  shall forward to INTEGRITY copies of such pages of
                  Distributor's monthly sales report to WORD which set forth
                  sales data of INTEGRITY's General Market sales and royalty
                  reporting as received by WORD within ten (10) business days
                  following WORD's receipt.

         b.       In addition to the foregoing accounting statements, WORD
                  agrees to electronically render to INTEGRITY on a monthly
                  basis no later than two (2) business days following the last
                  business day of each month of this Agreement all of WORD's
                  standard reports, which shall include a report listing gross
                  sales volume, Inventory movement (i.e. units sold, units
                  given away, units returned) and Inventory balances. No later
                  than December 1, 1999, WORD shall supply INTEGRITY with fully
                  functional on-line sales reporting and access to Inventory
                  data pertaining to the Products, including all reports
                  requested by INTEGRITY, a current list of which shall be
                  attached hereto as Exhibit B. Any such on-line reports shall
                  be made available by WORD on-line in text format for
                  transmission directly to INTEGRITY's database. The format of
                  such reports are subject to reasonable change in accordance
                  with WORD's then current practices and policies in effect
                  from time to time, provided INTEGRITY is notified in advance,
                  and WORD shall make every reasonable effort to accommodate
                  INTEGRITY's request for additional detail or format
                  adjustments.

         c.       Provided that INTEGRITY shall have theretofore notified WORD
                  in writing of its objection to any statement rendered
                  pursuant to this Agreement, specifying with


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                  particularity each element of such statement to which
                  objection is made, INTEGRITY may, at any time within two (2)
                  years after any statement is rendered to INTEGRITY hereunder,
                  examine the books and records of WORD described below with
                  respect to such objections. Such examination shall be
                  conducted at INTEGRITY's sole cost and expense by a certified
                  public accountant selected by INTEGRITY, provided that such
                  accountant shall be an accredited accounting firm and not
                  then engaged in an outstanding examination of WORD's books
                  and records on behalf of a person other than INTEGRITY and
                  who certifies that: (i) he will conduct such examination in
                  accordance with the then-current rules and regulations of the
                  applicable society of Certified Public Accountants; and (ii)
                  such examination shall be made in accordance with generally
                  accepted accounting principles. Such examination shall be
                  made during WORD's usual business hours at the place where
                  WORD maintains the books and records described below, and
                  INTEGRITY's examination shall be limited to the same.
                  INTEGRITY's sole right to inspect WORD's books and records
                  shall be as set forth in this Paragraph, and WORD shall have
                  no obligation to produce such books and records more than
                  once with respect to each statement rendered to INTEGRITY nor
                  more than once in any calendar year. Without limiting the
                  generality of the foregoing, INTEGRITY acknowledges and
                  agrees that WORD's statements of account and Inventory
                  summaries will be based on documents generated in the
                  ordinary course of WORD's business by WORD's computer system
                  and that said computer-generated documents shall constitute
                  the major source documents in, and be a substantial factor
                  in, any dispute between the parties as to the accuracy or
                  completeness of statements and inventories furnished by WORD
                  hereunder and that such documents shall show sales and gratis
                  distribution of Products hereunder. Except with respect to
                  objections made by INTEGRITY in accordance with this
                  Paragraph, each statement rendered to INTEGRITY shall be
                  final, conclusive and binding on INTEGRITY and shall
                  constitute an account stated. INTEGRITY shall be foreclosed
                  from maintaining any action, claim or proceeding against WORD
                  in any forum or tribunal with respect to any statement of
                  accounting due hereunder unless such action, claim or
                  proceeding is commenced against WORD in a court of competent
                  jurisdiction within one (1) year after the date any audit
                  conducted with respect thereto is completed.

12.      MARKETING PROVISIONS.

         a.       WORD will provide four (4) to eight (8) hours for INTEGRITY
                  to present its Products at all WORD sales conferences, as
                  agreed upon with INTEGRITY for each conference.

         b.       WORD's executive sales, operations and distribution staff
                  shall meet with INTEGRITY's staff a minimum of three (3)
                  times per calendar year, with at least two (2) of those
                  meetings being held at INTEGRITY'S Mobile office, unless
                  agreed otherwise.


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         c.       Prior to March 31, 2000, WORD shall present for INTEGRITY's
                  approval a comprehensive plan for choral Print Products
                  reading events, specifically including WORD sponsored choral
                  reading sessions and other special events.

13.      PROMOTIONAL AND FREE GOODS.

         a.       No payment shall be due from WORD nor shall a distribution
                  fee be charged on Products given away or on Records furnished
                  on a "no charge" basis for promotional purposes to disc
                  jockeys, radio and television stations or networks
                  ("Promos"), or for sales inducement products (or discounts in
                  addition to or in lieu thereof) furnished to independent
                  distributors, subdistributors and dealers, or for displays,
                  or as sales inducement products to independent distributors,
                  subdistributors and dealers ("Free Goods"). Free Goods shall
                  be distributed only pursuant to sales programs of limited
                  duration. WORD agrees that Free Goods of INTEGRITY's Products
                  shall not be distributed to induce the sale of any products
                  other than INTEGRITY's. The foregoing notwithstanding, WORD
                  agrees that the sum of Promos and Free Goods of any Products
                  distributed hereunder shall not exceed ten percent (10%) of
                  the contract- to-date net trade sales (1 free with 10) of
                  that title reported and paid to INTEGRITY, unless INTEGRITY
                  and WORD shall have mutually agreed otherwise prior to such
                  distribution.

         b.       With respect to discount programs of Products hereunder
                  ("Programs"), INTEGRITY shall instruct WORD in writing of the
                  particular Products and terms for such Programs that
                  INTEGRITY approves hereunder. WORD and INTEGRITY shall
                  develop and mutually agree on advertising programs with the
                  Family Bookstore Chain, Lemstone, Berean, Parable Group,
                  Covenant Group and Spring Arbor Distributors as well as
                  Central South, Riverside, Whitaker House, Appalachian and New
                  Day whereby advertising shall be paid for via INTEGRITY Free
                  Goods.

         c.       With WORD approval, INTEGRITY may furnish prizes or Aspiffs"
                  to WORD salesmen and district managers.

14.      RETURNS. WORD shall be entitled to scrap shop-worn Products returned
         to WORD upon prior written notice to INTEGRITY and WORD shall report
         such scrapping to INTEGRITY. "Shop-worn" Products are those Products,
         in any configuration, which by WORD's standards, are deemed to be so
         damaged as a result of mishandling when not in WORD's control so as to
         be unsalable and not economically salvageable.


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15.      INVENTORY AND SHRINKAGE.

         a.       Simultaneously with WORD's receipt of a sales order from its
                  customers for finished goods and merchandising materials
                  supplied by INTEGRITY, title to such inventory passes to
                  WORD. Inventory shall at all other times by INTEGRITY's
                  property. Upon any authorized return by WORD's customer,
                  title to the returned goods and materials shall pass to
                  INTEGRITY when WORD credits its customer's account.

         b.       Inventory shall be subject to a two percent (2%) shrinkage
                  allowance calculated as of December 31st of each year based
                  on the average monthly Inventory ending balance for the
                  applicable calendar year. WORD will furnish to INTEGRITY the
                  results of its Inventory cycle counts regarding INTEGRITY
                  product kept at WORD's warehouse(s) for each year of the term
                  hereunder. INTEGRITY shall have the right, on an annual basis
                  and at its expense, to conduct a physical inventory of its
                  product upon reasonable notice. At such times as WORD in its
                  sole discretion, conducts a physical inventory of INTEGRITY's
                  product, the results of said physical inventory will also be
                  furnished to INTEGRITY.

         c.       All transfers and removals of Inventory shall be at
                  INTEGRITY's expense. WORD shall institute a new procedure, to
                  be approved by INTEGRITY, for reporting of such transferred
                  Inventory. Such transferred Inventory will not be reflected
                  as "gratis sales."

         d.       At the end of the Term, INTEGRITY shall remove its Inventory
                  from WORD's custody within thirty (30) days after WORD's
                  written request for such removal. The cost of such removal
                  and storage charges from and after the thirty-first (31st)
                  day following such written demand shall be paid by INTEGRITY.
                  At the end of the Term of this Agreement allowance for
                  shrinkage shall be calculated on the same basis as applied
                  throughout the Term as set forth above.

16.      DELETION OF PRODUCTS.

         a.       INTEGRITY shall have the right, with WORD's consent as to the
                  precise timing thereof, to declare specified Products as
                  out-of-print or remainders and to delete such Products from
                  WORD's catalog ("Deleted Products") upon two (2) months'
                  written notice to WORD ("Deletion Notice"). Upon receipt of
                  such Deletion Notice, WORD shall advise all of its accounts
                  of such pending deletion to be effective at the time stated
                  in such notices to its accounts (the "Deletion Date"). If
                  INTEGRITY wishes to remainder such Inventory after such
                  Deletion Date, shipment and collection shall be INTEGRITY's
                  sole responsibility. At any time after INTEGRITY deletes one
                  (1) or more Products, WORD may, by written notice to
                  INTEGRITY, require INTEGRITY to remove its Inventory of such
                  Product or Products from WORD's


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<PAGE>   13

                  warehouses and INTEGRITY shall do so within thirty (30) days
                  after such notice. The cost of such removal and any storage
                  charges from and after the thirty-first (31st) day following
                  such notice shall be paid by INTEGRITY.

         b.       Upon deletion of a Product or Products from WORD's catalog,
                  WORD shall continue to accept returns from WORD's customers
                  for a period not to exceed six (6) months or the expiration
                  of the Term (or other termination of this Agreement),
                  whichever is shorter. For purposes of this Paragraph, a
                  return shall be deemed to have been accepted on the date such
                  return is physically processed by WORD.

17.      RETURNS UPON TERMINATION. Upon expiration of the Term of this
         Agreement, WORD shall continue to accept returns (from other than
         Deleted Products) for a period of six months (the "Extra Returns
         Period"). Six (6) months prior to the expiration of the Term, WORD
         shall establish a monthly returns reserve in an amount equal to the
         monthly INTEGRITY sales times the "average actual returns percentage."
         The "average actual returns percentage" shall be equal to the total
         actual returns during the twelve (12) month period beginning eighteen
         (18) months prior to the expiration of the Term and ending six (6)
         months prior to the end of the Term divided by the actual gross
         commissionable sales during the same period. This monthly returns
         reserve percentage shall reduce the payments due to INTEGRITY each
         month for the last six (6) months of the Term. This return reserve
         shall be treated like any other return and therefore should be
         subtracted from gross sales before any distribution fee is calculated.
         The cumulative reserve built by this six (6) month period shall be
         used during the Extra Returns Periods. WORD will reduce the returns
         reserve during the Extra Returns Period by the gross amount of the
         credits issued to WORD's customers (i.e., if WORD issues the customer
         a credit for $5.80, the reserve balance will be reduced by the same
         amount.) To the extent the reserve balance is insufficient to bear
         such debits against the reserve (i.e., credits to WORD's customers),
         INTEGRITY shall promptly pay to WORD the excess. Following the
         expiration of the period during which WORD has agreed to accept
         returns (i.e., the "Extra Returns Period"), WORD shall release the
         remaining reserves, if any, within fourteen (14) days, and
         subsequently, INTEGRITY, for the benefit of WORD's customers, shall
         accept returns of Products distributed pursuant to this Agreement, and
         give such customers full credit.

18.      INSURANCE. The risk of loss of INTEGRITY's property in WORD's
         possession (i.e., finished goods Inventory, finished jackets, inserts,
         and other components) shall be borne by WORD, and WORD will procure
         and pay for an insurance policy naming INTEGRITY as the primary
         loss-payee, in an amount equal to the wholesale price of INTEGRITY's
         Inventory on hand in warehouse. The proceeds of such policy shall be
         payable to INTEGRITY in the event of the destruction or damage to the
         Inventory. Evidence of such insurance shall be furnished to INTEGRITY
         upon request.

19.      SOUNDSCAN. During the term of this Agreement, WORD shall continue to
         pay all charges


                                   13 of 19
<PAGE>   14

         in connection with INTEGRITY's access to SoundScan reporting.

20.      NOTICES.

         a.       All notices, statements and payments which WORD may be
                  required or desire to serve upon INTEGRITY shall be served by
                  depositing same, postage prepaid, in any mail box, chute, or
                  other receptacle authorized by the United States Post Office
                  Department for mail, addressed to INTEGRITY at the address
                  below its signature, or at such other address as INTEGRITY
                  may from time to time designate by written notice to WORD
                  pursuant to Subparagraph 20(b). The date of service of any
                  notice, statement, or payment so deposited shall be five (5)
                  business days following the date of deposit.

         b.       All notices, statements, and payments which INTEGRITY may be
                  required or desire to service upon WORD shall be served by
                  depositing same, postage paid, in any mail box, chute or
                  other receptacle authorized by the United States Post Office
                  Department for mail, addressed to WORD at the address below
                  its signature, or at such other address as WORD may from time
                  to time designate by written notice to INTEGRITY pursuant to
                  Subparagraph 20(a). The date of service of any notice,
                  statement, or payment so deposited shall be five (5) business
                  days following the date of deposit.

21.      WORD'S SERVICES NON-EXCLUSIVE. Nothing in this Agreement shall be
         construed to prevent or restrict WORD from producing, distributing,
         promoting and otherwise exploiting records of any kind, including
         those produced by itself or other persons, whether or not competitive
         with any of the Products distributed hereunder. Nothing in this
         Agreement shall be construed to prevent or restrict INTEGRITY from
         producing records of any kind, including those which may be deemed
         competitive with product produced or distributed by WORD. Subject to
         the provisions of Paragraph 7(e) herein, WORD agrees to distribute all
         Products produced by INTEGRITY.

22.      WAIVERS AND CURE OF BREACH. The waiver by either party or any term or
         condition of this Agreement or any part hereof shall not be deemed a
         waiver by such party of any other term or condition of this Agreement
         or of any later breach of this Agreement or of any part thereof.
         Except for a breach by WORD pursuant to Paragraph 10, neither WORD nor
         INTEGRITY shall be deemed to be in breach of any of their respective
         obligations hereunder unless and until the other shall have given
         specific written notice by certified or registered mail, return
         receipt requested, of the nature of such breach and the receiving
         party shall have failed to cure such breach within twenty (20) days
         after receipt of such written notice, provided such breach is
         reasonably capable of being fully remedied within such twenty (20) day
         period, or if it is not, the receiving party shall not be deemed to be
         in breach if such party commences to remedy such breach within such
         twenty (20) day period and proceeds with


                                   14 of 19
<PAGE>   15

         reasonable diligence to complete the remedying of such breach. The
         foregoing notwithstanding, should WORD utilize more than two (2) cure
         periods for any reason whatsoever during the term of this Agreement,
         INTEGRITY may, at its sole option, terminate this Agreement
         immediately upon written notice to WORD.

23.      TERMINATION. This Agreement may be terminated only as follows:

         a.       Upon the mutual written agreement of the parties hereto; or

         b.       Upon either party's breach of performance and failure to cure
                  upon notice as set forth herein (which breach and failure to
                  cure shall be continuing.)

24.      NO ASSIGNMENT. Neither party may assign this Agreement, or any part
         hereof, or any rights hereunder to any person without the written
         consent of the other, except that either party may, without such
         consent, assign this Agreement to its controlling shareholder or
         controlling shareholders, to a parent, subsidiary or affiliated
         corporation. The foregoing notwithstanding, the parties mutually agree
         that should the ownership or voting control of either company change
         during the Term hereof, the other party may, upon four (4) months'
         written notice to the other party, terminate this Agreement.

25.      FORCE MAJEURE. If because of: act of God; inevitable accident; fire;
         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); either party is materially hampered
         in the satisfaction of its obligations hereunder, then, such party
         shall not be deemed to be in breach of this Agreement as a result
         thereof and it shall continue in full force and effect unless such
         party's inability to satisfy its obligations shall continue for a
         period of greater than ninety (90) consecutive days and the other
         party shall give written notice of its intent to terminate.

26.      GOVERNING LAW. This Agreement shall be governed by laws of the State
         of Tennessee, County of Davidson, applicable to contracts made and to
         be performed within Tennessee.

27.      INDEMNITIES.


                                   15 of 19
<PAGE>   16

         a.       WORD and INTEGRITY agree to indemnify one another against,
                  and hold each other harmless from, any and all claims,
                  liabilities, causes of action, damages, expenses, costs of
                  defense (including reasonable attorneys' fees and court
                  costs) and other costs arising out of or in any way related
                  to any breach of any representation, warranty or agreement
                  contained in this Agreement; or though not a breach of this
                  Agreement, any act for which WORD has no responsibility
                  (including without limitation artist claims, producer claims,
                  union claims, copyright claims, trademark claims, and
                  disputes as to the ownership of or rights in the Masters or
                  the Products which may not arise out of or be related to a
                  breach) provided that such act shall result in a judgment in
                  WORD's or INTEGRITY's favor or a settlement executed with
                  INTEGRITY's consent, said consent not to be unreasonably
                  withheld.

         b.       WORD and INTEGRITY represent and warrant that each has the
                  right to enter into this Agreement and that each shall
                  perform all of its material obligations hereunder.

28.      ACTIONS. If either party hereto commences a legal action or proceeding
         against the other to enforce rights or obligations arising out of this
         Agreement, the prevailing party in such action or proceeding shall, in
         addition to all other sums, be entitled to recover its costs and
         expenses, including reasonable attorneys' fees.

29.      ENTIRE AGREEMENT. The terms set forth in this Agreement constitute the
         entire agreement between WORD and INTEGRITY with respect to the
         subject matter hereof, all prior negotiations and understandings being
         merged herein. INTEGRITY acknowledges and agrees that no person acting
         or purporting to act on behalf of WORD has made any promises or
         representations upon which INTEGRITY has relied except those expressly
         found herein. The bold headings contained in this Agreement are for
         convenience and reference only, and shall have no effect upon the
         purposes or intent of this Agreement. This Agreement may only be
         altered by an instrument executed by both INTEGRITY and an authorized
         officer of WORD.


                  [Remainder of page intentionally left blank]


                                   16 of 19
<PAGE>   17



INTEGRITY INCORPORATED                     WORD ENTERTAINMENT
1000 Cody Road                             25 Music Square West
Mobile, Alabama   36695                    Nashville, Tennessee  37203


By: /s/ Jerry W. Weimer                    By: /s/ Roland Lundy
    -------------------------                  -------------------------
    Jerry W. Weimer                            Roland Lundy
    Executive Vice President                   President Chief
                                               Operating Officer


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<PAGE>   18

                                                                      EXHIBIT A


                  1.    Hosanna! Music
                  2.    Integrity Music
                  3.    Vertical Music
                  4.    Integrity Music Just For Kids
                  5.    Renewal Music


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<PAGE>   19

                                                                      EXHIBIT B



ON DEMAND REPORTS TO BE MADE AVAILABLE ON-LINE/REAL-TIME ACCESS:

View Inventory Profile
Inventory Position
Inventory Movement
Confirmation of order and shipping status


DAILY REPORTS (TO BE MADE AVAILABLE ELECTRONICALLY [VIA ASCII OR EXCEL
SPREADSHEET] WITHIN 12 HOURS FOLLOWING THE CLOSE OF EACH BUSINESS DAY):

Sales report
Inventory report
Returns report
Reserved report
Receipts report
Sales Update summary
Adjustments report (Inventory adjustments and reason code)


WEEKLY REPORTS (TO BE DELIVERED NO LATER THAN 8:00 A.M. C.S.T. EACH TUESDAY
MORNING FOR THE PRECEDING WEEK):

Backorder report
Pre-publication report for Merchandising/Point of Purchase items
Pre-publication report for Recorded Product


MONTHLY REPORTS (TO BE DELIVERED AS SPECIFIED BELOW):

Final Month-end Sales report (two (2) days after the last business day of each
       month)
Final Month-end Royalty report (preliminary report delivered electronically
       within ten (10) days after the last business day of each month; final
       report delivered with payment thirty (30) days following the last
       business day of each month.)

QUARTERLY REPORT (TO BE DELIVERED WITHIN FIVE BUSINESS DAYS AFTER THE LAST
BUSINESS DAY OF THE CALENDAR QUARTER):

Customer Account Listing (Name, Address, YTD Sales of INTEGRITY Products)


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