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                                                                   Exhibit 10.15


                                 AMENDMENT NO. 1
                                       TO
                       MARKETING AND INTEGRATION AGREEMENT

            AMENDMENT NO. 1 TO MARKETING AND INTEGRATION AGREEMENT (the
"Agreement") dated as of December 23, 1998 by and between RoweCom Inc., a
Delaware corporation ("RCI"), and barnesandnoble.com llc, a Delaware limited
liability company ("BN").

                                   WITNESSETH:

            WHEREAS, the parties hereto previously have entered into a Marketing
and Integration Agreement (the "Original Agreement") dated as of August 20, 1998
which, among other things, sets forth the terms and conditions of a joint effort
by the parties to offer products to consumers via corporate intranets and the
internet; and

            WHEREAS, pursuant to the terms of the Original Agreement the parties
are obligated to develop jointly a development plan detailing a technology and
sales strategy and budget regarding the joint offering of products;

            WHEREAS, the parties hereto desire to amend the Original Agreement
to extend the date on which the parties are obligated to agree upon a
development plan.

            NOW, THEREFORE, in consideration of the foregoing premises and the
mutual agreements and covenants set forth herein below, the parties hereto
hereby agree as follows:

            1. Terms not defined herein shall have the meanings ascribed to them
in the Original Agreement.

            2. The first sentence of Section 3(b)(v) of the Original Agreement
is hereby amended to delete the text included therein in its entirety and, in
lieu thereof, the following shall appear:

                  No later than January 22, 1999 RCI and BN shall agree upon a
                  Development Plan that will include a technology and sales
                  strategy and budget for the calendar year 1999.

            3. Except as herein provided the Original Agreement shall remain in
full force and effect without amendment or modification. This Agreement
supersedes any prior understandings or written or oral agreements amongst the
parties hereto, or any of them, respecting the within subject matter and
contains the entire understanding amongst the parties hereto with respect
thereto.

            4. Other than as set forth herein, neither party by execution of
this Agreement shall be deemed to have waived any of its rights or remedies at
law or in equity in


                                       1
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connection with such party's enforcement of the provisions of the Original
Agreement or the provisions of any other agreement executed in connection with
the transactions out of which the Original Agreement arose.

            5. For the convenience of the parties hereto, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, and all of which taken together shall constitute
one agreement.

            6. This Agreement shall be governed by the laws of the State of New
York without giving effect to the conflict of law principles thereof.

            7. The parties hereto covenant and agree that they will execute such
other and further instruments and documents as are or may become necessary or
desirable to effectuate and carry out this Agreement.

            IN WITNESS WHEREOF, this Agreement has been executed as of the day
and year first above written by the parties hereto.


                                     ROWECOM INC.


                                     By: /s/ Louis Hernandez
                                         ------------------------------
                                         Name:
                                         Title:


                                     BARNESANDNOBLE.COM LLC


                                     By: /s/ Carl S. Rosendorf
                                         ------------------------------
                                         Name: Carl S. Rosendorf
                                         Title: V.P.


                                       2
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                AMENDMENT NO. 1 TO THE MARKETING AND INTEGRATION
                                    AGREEMENT

This Amendment No. 1 to the Marketing and Integration Agreement dated as of
August 20, 1998 between RCI and B&N (the "Marketing Agreement") is entered into
between RoweCom Inc., a Delaware corporation ("RCI"), and barnesandnoble.com llc
(f/k/a barnesandnoble.com inc.), a [Delaware limited liability company] ("B&N").
This Amendment No. 1 is intended to clarify the parties' respective obligations
with respect to the time period in which the Development Plan referred to in
Sections 3(b)(v) and 8(c) is to be agreed upon. Capitalized terms used in this
Amendment No. 1 and not otherwise defined herein are used with the meanings
ascribed to them in the Marketing Agreement.

      In consideration of the mutual promises and covenants contained in the
Marketing Agreement, and for other good and valuable consideration, the parties
hereby agree that the Marketing Agreement shall be amended as follows:

1.    In accordance with Section 14(b) of the Marketing Agreement, Sections
      3(b)(v) and 8(b) of the Marketing Agreement are hereby amended by deleting
      the words, "November 1, 1998" in each such section and substituting in
      lieu thereof the words, "December 23, 1998."

      Except as expressly modified by this Amendment No. 1, all terms and
conditions of the Marketing Agreement shall remain in full force and effect as
originally constituted.
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IN WITNESS WHEREOF the parties have caused this Amendment No. 1 to the Marketing
and Integration Agreement to be executed by their authorized representatives as
an instrument under seal as of November __, 1998.


ROWECOM, INC.                            BARNESANDNOBLE.COM LLC
                                         (f/k/a barnesandnoble.com Inc.)


By: /s/ Louis Hernandez                  By: /s/ Carl Rosendorf
    ----------------------------             ----------------------------
Name: Louis Hernandez                    Name: CARL ROSENDORF
      --------------------------               --------------------------
Title: EVP & CFO                         Title: VICE PRESIDENT
       -------------------------                -------------------------