Books-A-Million, Inc.
                 Form of Letter Regarding the 2007 Bonus Program

                                 March 30, 2006

[Name] [Address 1] [Address 2]

Dear [Name]:

     This letter is to confirm your compensation for the year ending February 3,
2007.  Your annual  salary will be  $____________  and your maximum bonus payout
will be ___% of your salary.  You are eligible to receive additional amounts for
the  earnings  portion  of your bonus if the  Company  earnings  exceed  certain
levels(see  chart below),  however your total bonus potential is still capped at
___% of your  base  salary.  Bonuses  will be paid out  based  upon the  company
meeting certain pre-tax earnings goals as well as meeting personal goals.

     The earnings  portions of your bonus will be based on the chart below.  The
Company  must earn  $XX,XXX,XXX  in pre-tax  earnings for you to receive 100% of
your bonus related to company earnings performance.  In addition, if the company
does not meet pre-tax earnings of $X,XXX,XXX no portion of bonuses will be paid,
including your personal goals bonus.

     To be eligible  for any bonus  payout,  you must be employed by the company
through the annual  financial  statement audit  (approximately  March 17, 2007).
Payments will be based on audited  financial  statements.  Your  employment with
Books-A-Million is not for any definite  duration,  and can be terminated at any
time by you or the company.

Salary                                                 $     XXXXXX
Maximum Bonus %                                                 xx%
Maximum Bonus                                          $     XXXXXX
Personal Goals %                               xx%     $     XXXXXX
Company Performance %                          xx%     $     XXXXXX

Company Performance Bonus Goal
                                                Bonus Payment of
Pre-Tax Earnings        Bonus Payout %            Company Goals
----------------        --------------          ----------------
    XXXXXXXX                xx.x%                   XXXXXXXX
    XXXXXXXX                xx.x%                   XXXXXXXX
    XXXXXXXX                xx.x%                   XXXXXXXX
    XXXXXXXX                xx.x%                   XXXXXXXX
    XXXXXXXX                xx.x%                   XXXXXXXX

Personal Performance Bonus Goals

                                                Bonus Payout
       #                Description            Personal Goals
--------------         -------------           --------------
       1                 XXXXXXXX                 XXXXXXXX
       2                 XXXXXXXX                 XXXXXXXX
       3                 XXXXXXXX                 XXXXXXXX

                          Total:                  XXXXXXXX

                          Capped at               XXXXXXXX


     Your hard work and dedication over the past year is greatly appreciated. We
are all  striving to achieve the best  results for the company and are  thankful
for your past and future contributions to the company's success.

                                        Sincerely,

                                        ----------------------------
                                        Name                    Date
                                        Title