<PAGE>
 
                                                                   EXHIBIT 10.17

                  MARKETING AND INTEGRATION AGREEMENT BETWEEN
                                        



                   ROWECOM INC. AND BARNESANDNOBLE.COM INC.
                                        
<PAGE>
 
                      MARKETING AND INTEGRATION AGREEMENT
                      -----------------------------------

     This MARKETING AND INTEGRATION AGREEMENT dated as of August 20, 1998,
between RoweCom Inc., a Delaware corporation ("RCI"), and barnesandnoble.com
                                               ---                          
inc., a Delaware corporation ("BN").
                               --   

                             W I T N E S S E T H:
                             - - - - - - - - - - 

     WHEREAS, RCI provides business-to-business electronic commerce services to
businesses and not-for-profit institutions interested in purchasing
Subscriptions, books and other knowledge products and services of a professional
nature (the "RCI Products") and, in connection therewith, RCI collaborates with
             ------------                                                      
such entities to enhance existing intranet networks (each, a "RCI Intranet") to
                                                              ------------     
enable such entities to purchase Subscriptions, books and other knowledge
products and services via their intranets (the "RCI Service"); and
                                                -----------       

     WHEREAS, each RCI Intranet contains a home page created by RCI (the "RCI
                                                                          ---
Service Home Page"); and
-----------------       

     WHEREAS, RCI operates a web site on the World Wide Web having the URL,
www.rowe.com," which describes RCI's business and the products and services it
offers to the public (the "RCI Site"); and
                           --------       

     WHEREAS, BN, among other things, has implemented a Business Solutions
Program (the "Business Solutions Program") pursuant to which BN has created a
              --------------------------                                     
unique web site (the "Business Solutions Site") (the RCI Site and the Business
                      -------------------------                               
Solutions Site, each individually a "Site") which is accessible solely by the
intranets of Business Solutions Program participants (the "BN Intranets" and,
                                                           ------------      
together with the RCI Intranets, the "Intranets") and such Business Solutions
Site, among other things, sells and provides information regarding books,
software and Subscriptions (the "BN Products") to users of BN Intranets; and
                                 -----------                                

     WHEREAS, the parties hereto desire to join their efforts with respect to
the offering of products in the Intranets via the Business Solutions Site and
the RCI Service and, at RCI's option, via the RCI Site, by, among other things,
creating links between the Business Solutions Site and the RCI Service,
exchanging product databases, and, if the parties hereto so agree, ultimately,
launching a single fully integrated service for all of the business-to-business
services of both parties, including any related web sites (the "Integrated
                                                                ----------
Service"), all on the terms and conditions set forth herein.
-------                                                     
<PAGE>
 
     NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

1.   DEFINITIONS  For purposes of this Agreement, the following terms have the
     -----------                                                              
     respective meanings set forth below:

     AGGREGATE REVENUE shall mean the total payment made by one party to the
     other with respect to the revenue sharing terms and conditions of this
     Agreement.

     BN AFFILIATES PROGRAM shall mean the BN program whereby links are
     established from the web sites of certain third parties to the BN Site in
     connection with the sale of books and other BN Products.

     BNSITE shall mean the web site on the World Wide Web operated by BN and
     having the URL, "www.bamesandnoble.com."

     BUSINESS SUBSCRIPTION shall mean a Subscription which is a business to
     business or professional Subscription, or personal subscription purchased
     at a business location, whether or not such Subscription is currently
     offered by RCI.

     CONSUMER SUBSCRIPTION shall mean a Subscription which is not a business to
     business or professional Subscription.

     CURRENT CUSTOMERS shall mean customers of BN and RCI who are customers of
     BN or RCI, as the case may be, as of the date hereof.

     DEVELOPMENT PLAN means the plan to be jointly prepared by RCI and BN
     regarding the provision of the Integrated Service as described in Section
     3(b)(v) hereof.

     E-NEWS shall mean Electronic Newsstand, Inc., a Delaware company.

     FEE SCHEDULE means the payments payable to each party as set forth on the
     chart attached hereto as Schedule 1.

     LEVELS refers to the initial services provided by BN and RCI that are
     described in Section 2 of this Agreement.

     NET SALES PRICE shall mean the price of a book sold to a customer 
<PAGE>
 
     by BN less any amounts added for ***1.
                                         - 

     NEW CUSTOMERS shall mean any customers of BN or RCI who become customers of
     BN or RCI, as the case may be, after the date hereof

     PHASES shall mean the three stages of development, promotion, cross-
     branding, and integration of Sites as more fully described in Section 4
     hereof

     SUBSCRIPTION means any magazines, serials, or other publications, embodied
     in paper or digital media.

     TRADEMARK means names, trademarks, service marks, trade names, labels,
     logos, designs or other designations.

     Each of the following terms have the meanings ascribed to it in the section
     set forth opposite such term:

          BN                                           Preamble
          BN Business Solutions Site                   Preamble
          BN Database                                  Section 4(b)(i)(1)
          BN Intranets                                 Preamble
          BN Products                                  Preamble
          BN Trademarks                                Section 3(a)(i)
          Business Solutions Program                   Preamble
          Change of Control                            Section 8(c)
          E-News Subscriptions                         Section 3(b)(iii)(1)
          Integrated Service                           Preamble
          Intranets                                    Preamble
          Level One Service                            Section 2(b)
          Level Two Service                            Section 2(c)
          RCI                                          Preamble
          RCIDatabase                                  Section 4(b)(i)(2)
          RCI Intranet                                 Preamble
          RCI Products                                 Preamble
          RCI Service                                  Preamble
          RCI Service Home Page                        Preamble
          RCI Site                                     Preamble
          RCI Trademarks                               Section 3(a)(ii)

____________________

     1 Confidential treatment has been requested for this portion of this
     -
exhibit. A complete copy of this exhibit, including this redacted portion, has
been filed with the Securities and Exchange Commission separately.
<PAGE>
 
          Site                                         Preamble

2.   DESCRIPTION OF SERVICES

     a.   GENERAL DESCRIPTION The services that are covered by this Agreement
          include services which are currently provided by one of the parties
          and services which may be jointly developed by the parties as a result
          of this and subsequent agreements between them. Current services
          include Level One and Level Two. Future services may include if the
          parties so agree, the Integrated Service.

     b.   LEVEL ONE SERVICE. Level One service is currently provided by BN for
          its business to business clients. This service is marketed as the BN
          Business Solutions Program. It includes the ability to order and pay
          for books, magazine subscriptions and software through the BN Business
          Solutions Site (and may include any other consumer oriented products
          or services which may become available to users of the BN Site at any
          time after the date hereof, including, without limitation, article and
          document search and delivery services, customized recommendations and
          related value added services). Through this service BN shall continue
          its practice of utilizing (i) a number of payment options for its
          participants which shall include credit cards, debit cards, purchasing
          cards, purchase orders and letters of credit for foreign purchasers,
          and (ii) tracking and reporting systems which provide users the
          ability to understand and manage their purchases. Level One service
          will be enhanced under this Agreement to include a comprehensive
          catalog of subscription titles provided by RCI. The Level One service
          will be offered by both BN and RCI, but shall be implemented solely by
          BN. BN shall not create any solely business-to-business enhancements
          on the Level One service without the prior written consent of RCI.

     c.   LEVEL TWO SERVICE.  Level Two service is currently provided by RCI for
          its business to business clients.  This service is marketed as the
          RCI's kStore service.  It includes comprehensive catalogs of
          Subscriptions, books, and other knowledge products, and enables users
          to order and pay for these items using RCI's kStore web site.  Level
          Two service will be enhanced under this Agreement to include catalogs
          of books and software titles provided by BN.  Participants of this
          service shall receive all of the benefits of Level One 
<PAGE>
 
          service participants and will have the option of receiving the
          additional benefits of Level Two services offered by RCI which shall
          include enhanced management and payment controls with respect to such
          clients' intranet users. The Level Two service will be offered by both
          BN and RCI, but shall be implemented solely by RCI.

     d.   INTEGRATED SERVICE. The Integrated Service may be implemented by
          mutual agreement of the parties hereto. If implemented, the Integrated
          Service will integrate the Level One and Level Two services into a
          family of services offered in a joint integrated site supported by
          both parties. The anticipated structure and characteristics of the
          Integrated Service are described in Section 4(c) hereof.

     e.   COMPETITION BETWEEN SERVICES. Level One and Level Two services are
          designed to be complementary in nature, responding to different client
          preferences and requirements. Both services will be offered by both
          parties to this Agreement with revenue from both services shared as
          provided in Schedule 1 attached hereto. It is anticipated that,
          ultimately, subject to subsequent agreement between the parties, these
          two services will be fully integrated into the Integrated Service
          which will be jointly developed and offered by both parties. Until
          such time BN will refrain from enhancing the Level One service to
          include any control mechanism whereby a corporate participant can
          state authorization levels or any permission requirement matrix.

3.   LICENSE & MARKETING ARRANGEMENTS
     --------------------------------

     a.   License

          i    Subject to the terms and conditions of this Agreement, including,
               but not limited to, the provisions of Section 9 hereof, BN hereby
               grants to RCI a non-exclusive, non-transferable, royalty-free
               right and license (excluding the right to sublicense) (i) to use,
               copy, distribute, display and allow third parties to access the
               BN Database and the BN books search engine and Business Solutions
               software solely to market and promote books and the BN Products
               to business-to-business clients as described more fully in this
               Agreement, and (ii) to reproduce and display all Trademarks
               relating to BN (the "BN Trademarks")
<PAGE>
 
               solely for the purposes described herein; provided, however, that
               in performing hereunder RCI shall not make any specific use of
               any BN Trademark without first submitting a sample of the same to
               BN and obtaining BN's prior consent, which consent shall not be
               unreasonably withheld or delayed. Such license shall terminate
               upon the effective date of the expiration or termination of this
               Agreement.

          (ii) Subject to the terms and conditions of this Agreement, including,
               but not limited to, the provisions of Section 9 hereof, RCI
               hereby grants to BN a non-exclusive, non-transferable, royalty-
               free right and license (excluding the right to sublicense) (i) to
               use, copy, distribute, display, allow third parties to access the
               RCI Database and the RCI Subscription search engine and related
               transaction software solely to market and promote RCI Products,
               RCI services, and Subscriptions to business-to-business clients
               as described more fully in this Agreement, and (ii) to reproduce
               and display all Trademarks relating to RCI (the "RCI Trademarks")
               solely for the purposes described herein; provided, however, that
               in performing hereunder BN shall not make any specific use of any
               RCI Trademark without first submitting a sample of the same to
               RCI and obtaining RCI's prior consent, which consent shall not be
               unreasonably withheld or delayed.  Such license shall terminate
               upon the effective date of the expiration or termination of this
               Agreement.

b.   MARKETING ARRANGEMENTS

     i.   Marketing Arrangements.  The parties hereby agree to implement the
          ----------------------                                            
          marketing, promotion, and sales efforts described below in accordance
          with the Development Plan described in Section 3(b)(v) hereof.

     ii   Exclusivity of BN. During the Term, RCI agrees that it will not in any
          -----------------
          area of the Integrated Service, the RCI Service, the RCI Site, or the
          RCI Service Home Page (or any similar customized home pages of RCI
          Intranets) or the RCI Products promote or link to the web site of any
          third party booksellers, nor will it permit any other person or entity
          to sell books online in any area of the Integrated Service, the
<PAGE>
 
          RCI Service, the RCI Site, or the RCI Service Home Page, provided that
          the parties understand and agree that the customer owning such
          intranet cannot be restricted in any way from having relationships
          with or links to the web sites of third party booksellers. RCI shall
          notify BN if it intends to enter into any market where it would offer
          non-English language books, and if BN either offers such non English
          language books or agrees to carry such non-English language books then
          the parties shall work together in good faith to enter into an
          agreement covering such non-English language books. If BN does not
          then offer such non-English language books and does not agree to carry
          such non-English language books, RCI may enter into an agreement with
          a third party vendor to provide such non-English language books.

     iii  Exclusivity of RCI  Except as set forth in clause (2) below, during
          ------------------                                                 
          the Term, BN agrees that it will not in any area of the Integrated
          Service, the BN Site, the BN Business Solutions Site (or any BN
          customized home pages of BN Intranets), or the BN Products promote or
          link to the web site of any third party Subscription providers, nor
          will it permit any other person or entity to sell Subscriptions online
          in any area of the BN Site, the BN Business Solutions Site (or any BN
          customized home pages of BN Intranets), or the BN Products, provided
          that the parties understand and agree that (A) the customer owning
          such intranet cannot be restricted in any way from having
          relationships with or links to the web sites of third party
          Subscription providers; and (B) BN currently has an agreement to buy
          and to offer to its Current Customers certain Consumer Subscriptions
          (the "E-News Subscriptions") through the BN Site, which Subscriptions
          shall not be subject to the terms of this Agreement for the duration
          of BN's agreement with E-News.  All Subscriptions other than the E-
          News Subscriptions shall be subject to the exclusive marketing
          arrangement set forth in this Section 3(b)(iii)(1).  BN shall notify
          RCI if it intends to enter into any market where it would offer non-
          English language Subscriptions, and if RCI either offers such non-
          English language Subscriptions or agrees to carry such non-English
          language Subscriptions then the parties shall work together in good
          faith to enter into an agreement covering such non-English language
          Subscriptions.  If RCI does not then offer such non-English language
          Subscriptions and does not agree to carry such non-English language
<PAGE>
 
          Subscriptions, BN may enter into an agreement with a third party
          vendor to provide such non-English language Subscriptions.

     iv.  Future Sales Activities of the Parties.  To the extent that BN enetrs
          ------------------------------                                 
          into any new third party relationships with respect to the sale or
          promotion of its services in geographic locations not yet undertaken
          by BN, BN agrees that during the Term BN will, in good faith, use its
          best efforts to include the RCI Products as part of such undertaking.
          In addition, to the extent that RCI enters into any new third party
          relationships with respect to the sale or promotion of RCI Services in
          geographic locations not yet undertaken by RCI, RCI agrees that during
          the Term RCI will, in good faith, use its best efforts to include the
          BN Products as part of such undertaking.

     v.   Development Plan - No later than November 1, 1998, RCI and BN, shall
          ----------------                                                    
          agree upon a Development Plan that will include a technology and sales
          strategy and budget for the balance of 1998 and the full calendar year
          1999.  The Development Plan will include a specific process and
          timetable within the calendar year 1999 for the parties to decide
          whether or not to develop jointly the Integrated Service.  The parties
          shall determine whether to proceed with Phase Three within
          approximately twelve months following the date hereof or at such other
          time as the parties shall otherwise agree.

c.   During the 60 day period following the date of this Agreement the parties
     agree to work together in good faith to enter into another agreement with
     respect to the consumer market which agreement will cover the parties
     relationship with respect to the BN Site and the RCI Site. Until such
     agreement is reached, neither party shall be precluded from working with
     third party vendors of books and/or Subscriptions on the BN Site or the RCI
     Site, as the case may be.

4.   PHASES OF DEVELOPMENT, MARKETING & INTEGRATION
     ----------------------------------------------

     A.   PHASE ONE - LINKING AND PROMOTIONS

          i    Internet Links to Other Party's Home Page
               -----------------------------------------

               (1)  knowledgeStore and knowledgeLibrary Link to 
                    -------------------------------------------
<PAGE>
 
                    the Business Solutions Program. As promptly as practicable
                    ------------------------------
                    after the date hereof, RCI will place a hyperlink from the
                    knowledgeStore and knowledgeLibrary sections of the RCI Site
                    to the home page of the BN Business Solutions Site. Such
                    link shall contain a reference to the Business Solutions
                    Program and shall otherwise contain text and be in a format
                    agreed upon by the parties hereto.

               (2)  RCI Banner Advertisement on the Business Solutions Home
                    -------------------------------------------------------
                    Page.  As promptly as practicable after the date hereof, BN
                    ----
                    will place a banner advertisement (which shall include a
                    hyperlink) on the home page of the BN Business Solutions
                    Site that shall link to the knowledgeStore area of the RCI
                    Site.  Such link shall contain a reference to RCI services
                    and shall otherwise contain text and be in a format mutually
                    agreed upon by the parties hereto.

          ii.  Joint Sales Efforts.
               ------------------- 

               (1)  As promptly as practicable after the date hereof, each of BN
                    and RCI will begin coordinating their marketing and selling
                    efforts (as described below) with respect to the services of
                    both parties. The officers of each party (whose primary
                    responsibilities involve marketing and sales) will be
                    responsible for active coordination by both parties in order
                    to maximize the combined revenue of both parties. The
                    parties' respective responsibilities will be as follows:

                    (A)  Enterprise Sales.  RCI and BN shall be responsible for
                         ----------------                                      
                         managing the process of soliciting business from
                         prospective and existing clients who may be interested
                         in implementing on their respective Intranets the Level
                         One or Level Two services (such services are described
                         in Section 2 hereof).

                    (B)  Third Party Sales.  BN and RCI shall approach
                         -----------------                            
                         publishers, authors, web site owners and operators and
                         other third 
<PAGE>
 
                         parties with whom RCI and BN have existing business
                         relationships to generate customer leads in order to
                         gain participation in both of their services.

                    (C)  Sales Support.  Every Level One and Level Two Account
                         -------------                             
                         will be assigned an account team made up of BN and RCI
                         personnel. BN will be responsible for merchandising
                         support for book sales, and RCI will be responsible for
                         merchandising support for Subscription sales. The BN
                         representative will head the account team for Level One
                         accounts and the RCI representative will head the
                         account team for Level Two accounts.

                    (D)  Sales Channels.  In the event that any third party
                         --------------                                    
                         sales channel (e.g., Intellysis) facilitates the
                         participation of any Level One or Level Two service
                         corporate client, then the parties agree to renegotiate
                         (and equitably adjust) the terms of consideration set
                         forth in Schedule I hereto to take into consideration
                         any commission payment which may be due to such third
                         party sales channel.



     b.   PHASE TWO - EXCHANGE OF DATABASES.  As promptly as practicable after
          the parties shall have commenced Phase One, the parties will perform
          the following obligations:

          i    Delivery of Respective Databases.
               -------------------------------- 

               (1)  BN will deliver to RCI, in a format to be mutually agreed
                    upon by the parties, BN's then existing database of books.
                    At such time, BN will use its commercially reasonable best
                    efforts to increase its book inventory to include additional
                    products which pertain to the areas of Health Services,
                    Financial Services, Professional Services, Academia and High
                    Technology, devoting particular attention to obtaining
                    scientific, technical and medical books.  Thereafter, no
                    later than the first day of each week, BN shall 
<PAGE>
 
                    deliver to RCI any updates to such database. (The database
                    described in this clause (1) and all updates thereto are
                    hereinafter referred to as the "BN Database".) BN agrees to
                    consider all customer requests for books not included in the
                    BN Database and to obtain such books to the extent
                    practicable; provided, that inclusion of such book does not
                    violate any BN internal policy. Notwithstanding Section
                    3(b)(ii) hereof, if BN is unable to supply a requested book
                    in a timely manner, RCI may, at its option and upon prompt
                    advance notice to BN, obtain the book from a third party.

               (2)  RCI will deliver to BN, in a format to be agreed upon by the
                    parties, RCI's then existing database of Subscriptions.
                    Thereafter, no later than the first day of each week, RCI
                    shall deliver to BN any updates to such database. (The
                    database described in this clause (2) and all updates
                    thereto are hereinafter referred to as the "RCI Database.")
                    RCI agrees to consider all customer requests for
                    Subscriptions not included in the RCI Database and to obtain
                    such Subscriptions to the extent practicable; provided, that
                    inclusion of such Subscriptions does not violate any RCI
                    internal policy. RCI further agrees to actively assist BN in
                    identifying new book titles in connection with BN's
                    obligations described in clause (1) above. Notwithstanding
                    Section 3(b)(iii) hereof, if RCI is unable to supply a
                    requested Subscription in a timely manner, BN may, at its
                    option and upon prompt advance notice to RCI, obtain the
                    Subscription from a third party.

          ii.  BN Business Solutions Site Link to the Magazine Area.  BN will
               ----------------------------------------------------          
               continue its current practice of placing a link on the home page
               of the BN Business Solutions Site accessing the area of the BN
               Business Solutions Site where Subscriptions can be purchased.

          iii. RCI Link to the Book Area.  RCI shall place a link on the RCI
               -------------------------                                    
               Service Home Page accessing the area of the RCI Service where
               books can be purchased.
<PAGE>
 
          iv.  Joint Sales Efforts.  The parties shall continue to perform their
               -------------------                                              
               selling obligations as described in Section 4(a)(ii) hereof.

          v.   Orders and Product Fulfillment.  All products purchased through
               ------------------------------                          
               the BN Business Solutions Site other than Subscriptions shall be
               processed and fulfilled by BN. All products purchased through the
               RCI Service other than books shall be processed and fulfilled by
               RCL Book orders purchased through the RCI Service shall be
               transmitted to BN by RCI and shall include all payment and
               customer information related thereto. BN shall then process such
               orders and ship the products to the customer. Subscription orders
               purchased through the BN Business Solutions Site shall be
               transmitted to RCI by BN and shall include all payment and
               customer information related thereto. RCI shall then process such
               orders and cause the products to be shipped to the customer.

    c.    PHASE THREE - IMPLEMENTATION OF THE INTEGRATED SERVICE.  In accordance
          with the timetable set forth in the Development Plan, the parties
          shall determine whether to proceed with Phase Three. If they so agree
          explicitly and in writing (pursuant to an amendment to this Agreement
          or otherwise), then, as promptly as practicable thereafter, the
          parties will merge their heretofore parallel sites into a single
          Integrated Service provided through a single web site all on the terms
          and conditions as the parties shall mutually agree.

5.   FEES AND PAYMENTS
     -----------------

     a.   FEE STRUCTURE.  No later than fifteen (15) days after the end of each
          calendar month, each party shall remit to the other party an amount
          equal to such party's payment as specified in the Fee Schedule
          attached hereto as Schedule I.

     b.   DISCOUNTS.  From time to time, the parties acknowledge that BN may
          offer a ***2 discount to Business Solutions Program customers in
                     -                                                    
          accordance with the terms and conditions of 

-----------------------

     2    Confidential treatment has been requested for this portion of this 
     -    
          exhibit. A complete copy of this exhibit, including this redacted
          portion, has been filed with the Securities and Exchange Commission
          separately.
<PAGE>
 
          the Business Solutions Program. In the event that BN does not offer
          such standard discount to Business Solutions Program customers, then
          with respect to book purchases, ***3 as specified in the Fee Schedule.
                                             -                

     c.   RCI STANDARD FEE.  In the event that RCI increases or decreases the
          ***4 per Subscription fee that RCI currently charges its Subscription
             -                                                                 
          customers, then the fees due to BN for Subscription purchases as
          specified in the Fee Schedule shall be increased or decreased in
          proportion to the increase or decrease in the Subscription customers
          fee.

     d.   SALES OF ADDITIONAL PRODUCTS.  In the event that (i) BN offers for
          sale products other than the BN Products, or (ii) RCI offers for sale
          products other than the RCI Products, then the parties shall at such
          time determine amounts, if any, to be shared between them with respect
          to revenues received in connection therewith.  Nothing herein shall be
          deemed to obligate either party to participate in any such future
          revenue sharing.

     e.   RENEGOTIATION OF THE TERMS OF CONSIDERATION.  The parties hereby agree
          that on or about ***5 after the date hereof and, thereafter, on or
                              -                                             
          about each ***6 of the date hereof, the parties will review the fee
                        -                                                    
          structure set forth in this Section 5 and the Fee Schedule and will,
          in good faith, renegotiate the terms of consideration hereunder to the
          extent necessary, if at all, to create a more equitable financial
          relationship between the parties.  In connection therewith, the
          parties will execute an amendment to this Agreement substantially in
          the form attached hereto as Schedule 2.  Except as expressly modified
          therein, the terms of consideration herein shall remain in full
          force and effect.

-----------------------

     3 Confidential treatment has been requested for this portion of this 
     -
exhibit. A complete copy of this exhibit, including this redacted portion, has
been filed with the Securities and Exchange Commission separately.

     4 Confidential treatment has been requested for this portion of this 
     -
exhibit. A complete copy of this exhibit, including this redacted portion, has
been filed with the Securities and Exchange Commission separately.

     5 Confidential treatment has been requested for this portion of this 
     - 
exhibit. A complete copy of this exhibit, including this redacted portion, has
been filed with the Securities and Exchange Commission separately.

     6 Confidential treatment has been requested for this portion of this 
     -
exhibit. A complete copy of this exhibit, including this redacted portion, has
been filed with the Securities and Exchange Commission separately.
<PAGE>
 
          in the form attached hereto as Schedule 2. Except as expressly
          modified therein, the terms of consideration herein shall remain in
          full force and effect.

     f.   PURCHASES MADE VIA THE RCI SITE.  In the event that after the date
          hereof RCI enhances the RCI Site so that customers can purchase books
          and/or Subscriptions directly from the RCI Site, then RCI may become a
          member of BN's Affiliates Program pursuant to which ***7 on the BN
                                                                 -          
          Site pursuant to a link from the RCI Site to the BN Site.

6.   REPRESENTATIONS AND WARRANTIES
     ------------------------------

     A.   AUTHORIZATION, ETC.  Each party hereby represents and warrants to the
          other that: (i) it has the requisite power and authority to execute,
          deliver and perform this Agreement and to consummate the transactions
          contemplated hereby; and (ii) this Agreement has been duly authorized,
          executed and delivered by such party, constitutes the legal, valid and
          binding obligation of such party and is enforceable against such party
          in accordance with its terms, except to the extent such enforceability
          may be limited by bankruptcy, reorganization, insolvency or similar
          laws of general applicability governing the enforcement of the rights
          of creditors or by the general principles of equity (regardless of
          whether considered in a proceeding at law or in equity).

     B.   PROPRIETARY INFORMATION.  Each party hereby represents and warrants to
          the other party that: (a) the provision by such party of proprietary
          information hereunder does not violate any proprietary or intellectual
          property right of any third party; (b) each party shall promptly
          inform the other party in the event that such party becomes aware that
          any third party has filed or threatened to file any suit based on any
          alleged violation of any such proprietary or intellectual property
          rights of such party; and (c) each party holds title or license rights
          sufficient to permit it to grant the licenses granted under Section 3
          hereof.

     C.   THIRD PARTY RIGHTS.  Each party represents and warrants to 

-----------------------

     7 Confidential treatment has been requested for this portion of this 
     -
exhibit. A complete copy of this exhibit, including this redacted portion, has
been filed with the Securities and Exchange Commission separately.
<PAGE>
 
          the other party that: (a) it is not bound by any agreement or
          obligation (and will not enter into any agreement or obligation) that
          could materially interfere with the performance of its obligations
          under this Agreement; and (b) no approval, authorization or consent of
          any governmental or regulatory authority is required to be obtained or
          made by it in order for it to enter into and perform its obligations
          under this Agreement.

7.   POLICIES AND CUSTOMER INFORMATION
     ---------------------------------

     a.   All customers will be deemed to be customers of the party that accepts
          and processes the product order.  Accordingly, all of such party's
          rules, policies and operating procedures concerning customer orders,
          customer service and book sales will apply to those customers.  Each
          party may change its policies and operating procedures at any time;
          provided that, to the extent practicable, it promptly notifies the
          other party of such changes.  The parties hereto hereby agree that
          title to any customer information, including but not limited to the
          name, address, and e-mail address of the customer, shall be owned
          solely by the party accepting and processing the applicable customer
          order; it being understood that overlaps may exist with respect to
          customer information to the extent that customers purchase products
          from BN and/or RCI through more than one method (i.e., via the
          Internet and Intranets) or purchase products from one party which are
          then processed by the other party.

     b.   CURRENT CUSTOMER LISTS.  Upon execution of this Agreement, each party
          is delivering to the other party A list setting forth such party's
          intranet Current Customers as of the date hereof.  The list of Current
          BN Customers is attached hereto as Schedule 3 and the list of Current
          RCI Customers is attached hereto as Schedule 4. This information shall
          be considered confidential and shall be subject to Section 10 hereof.
          BN and RCI each agree not to market or sell to each other's current
          customers.

     c.   BOOKS AND RECORDS.  Each party will maintain true and correct books of
          account containing a record of all information necessary to calculate
          Net Sales for a period of one (1) year following the date of each
          transaction subject to this Agreement.  Subject to Section 10 hereof,
          each party or each party's agent shall be entitled to review, at such
          party's 
<PAGE>
 
          cost, during the other party's regular business hours and upon not
          less than three business days notice, such books and records for the
          purpose of verifying the accuracy of such calculation and the amount
          of payments due hereunder. Any such review will be made not more than
          once each year during the term of this Agreement. If any such review
          indicates that during the period reviewed the other party has
          underpaid amounts to the reviewing party by more than ten percent
          (10%) of the amounts actually paid during the period reviewed, then
          such party shall reimburse the reviewing party for all costs and
          expenses incurred by the reviewing party in performing the review.

8.   TERM, TERMINATION
     -----------------

     a.   The term of this Agreement shall commence on the date hereof and shall
          continue for a period of five years, unless earlier terminated by
          either party as hereinafter provided (the "Term").  Thereafter, this
          Agreement shall be automatically renewable for successive one year
          periods until either party notifies the other party of its intention
          to terminate this Agreement at least ninety (90) days prior to the
          expiration of the then current term.

     b.   Either party shall have the right to terminate this Agreement by
          delivery of written notice of termination to the other party hereto in
          the event such other party materially breaches any representation,
          warranty, covenant or agreement made by it hereunder or otherwise
          fails to perform any of its material obligations hereunder and such
          breach or failure is not cured within fifteen (15) days after delivery
          of such notice; provided, however, that each party shall be entitled
          to terminate this Agreement effective upon delivery of notice in the
          event of a breach by the other party of the provisions of Sections 10
          or 11 hereof.  Failure to reach agreement upon a Development Plan by
          November 1, 1998, or failure to implement the Development Plan in good
          faith and in a timely manner will be considered a material breach.

     c.   Either party may terminate this Agreement upon six months prior
          written notice to the other party given at any time within six months
          following the occurrence of a Change of Control of the other party;
          provided, that the party subject to such Change of Control notifies
          the other party of such event no later than the effective date
          thereof.  Change of Control 
<PAGE>
 
          shall mean a merger or consolidation of the company with or into
          another entity (other than a merger or reorganization involving only a
          change in the state of the incorporation of the company, or the
          acquisition by the company of other businesses where the company
          survives as a going concern), the sale of all or substantially all of
          a party's assets to any other person, or the issuance of shares of
          capital stock of the company in a transaction or series of related
          transactions in which the persons acquiring such shares acquire more
          than 50% voting control of the company. Notwithstanding the foregoing,
          an initial public offering shall not be deemed to be a Change of
          Control.

     d.   Effective on the basis of the first quarter of 1999 and all subsequent
          calendar year quarters, ***8
                                     -

     e.   Except as otherwise provided in this Agreement, upon such effective
          date of termination, each party's rights and obligations hereunder
          shall terminate; provided, however, that the rights and obligations of
          the parties hereto under Section 9 through 14 hereof shall survive
          such expiration and termination.

9.   TRADEMARKS
     ----------

     Each party hereby covenants and agrees that the Trademarks of the other
     party are and shall remain the sole and exclusive property of that party
     and neither party shall hold itself out as having any ownership rights with
     respect thereto or except as specifically granted hereunder, any other
     rights therein.  Any and all goodwill associated with any such rights shall
     inure directly and exclusively to the benefit of the owner thereof.  Each
     party agrees to use the Trademarks of the other party in the manner
     requested by the owner of such marks and shall include all legends, symbols
     or other identifying matter as the owner of such Trademark may reasonably
     request from time to time.

10.  CONFIDENTIALITY
     ---------------

     Except as otherwise provided in this Agreement or with the 

-----------------------

     8 Confidential treatment has been requested for this portion of this 
     -                                                                    
exhibit. A complete copy of this exhibit, including this redacted portion, has
been filed with the Securities and Exchange Commission separately.
<PAGE>
 
     consent of the other party hereto, each of RCI and BN agrees that all
     information including, without limitation, the terms of this Agreement,
     business and financial information, customer and vendor lists and pricing
     and sales information, concerning BN or RCI, respectively, or any of its
     affiliates provided by or on behalf of any of them shall remain strictly
     confidential and secret and shall not be utilized, directly or indirectly,
     by such party for its own business purposes or for any other purpose except
     and solely to the extent that any such information is generally known or
     available to the public through a source or sources other than such party
     hereto or its affiliates. Notwithstanding the foregoing, each party is
     hereby authorized to deliver and file a copy of any such information (a) to
     any person pursuant to a subpoena issued by any court or administrative
     agency, (b) to its accountants, attorneys or other agents on a confidential
     basis and (c) otherwise as required by applicable law, rule, regulation or
     legal process including, without limitation, the Securities Act of 1933, as
     amended, and the rules and regulations promulgated thereunder, and the
     Securities Exchange Act of 1934, as amended, and the rules and regulations
     promulgated thereunder.

11.  PUBLICITY
     ---------

     a.   Notwithstanding the provisions of Section 10 hereof, promptly after
          the execution of this Agreement, the parties shall jointly create and
          approve a press release and communications strategy describing the
          terms of the relationship between the parties that has been
          established by this Agreement.

     b.   Subject to Section 10 hereof and clause (a) above, neither party shall
          (i) create, publish, distribute or permit any written material which
          makes reference to the other party hereto without first submitting
          such material to the other party and receiving the prior written
          consent of such party, which consent shall not be unreasonably
          withheld or delayed, nor (ii) disclose to the public or any third
          party the relationship between them or the transactions contemplated
          by this Agreement without receiving the prior written consent of the
          other party, which consent shall not be unreasonably withheld or
          delayed.  Notwithstanding the foregoing, no consent shall be required
          in the event that either party is engaged in an initial public
          offering or other transaction which, in the reasonable opinion of such
          party after consultation with their counsel, requires the provision 
<PAGE>
 
          of such information to third parties; provided, that such party must
          still give the other party prior notice of such disclosure.

12.  INDEMNIFICATION
     ---------------

     a.   Each party (the "Indemnifying Party") hereby agrees to indemnify and
          hold harmless the other party and its subsidiaries and affiliates, and
          their respective directors, officers, employees, agents, shareholders,
          partners, members and other owners, against any and all claims,
          actions, demands, liabilities, losses, damages, judgments,
          settlements, costs and expenses (including reasonable attorneys' fees)
          (any or all of the foregoing hereinafter referred to as "Losses")
          insofar as such Losses (or actions in respect thereof arise out of or
          are based on any representation or warranty made by the Indemnifying
          Party being untrue or any breach by the Indemnifying Party of any
          covenant or agreement made by it herein

     b.   Except to the extent that either party provides or otherwise licenses
          materials to the other party as required hereunder, each party will
          indemnify and hold the other party harmless from all Losses relating
          to the development, operation, maintenance and Content (as defined
          below) of the Indemnifying Party's Site or Intranet program, as the
          case may be.

     c.   For purposes herein, "Content" shall mean BN Content or RCI Content,
          as the case may be, as defined below.

          i.   "BN Content" shall mean proprietary content of BN contained on
                ----------                                                   
               the BN Business Solutions or BN Site and shall include only that
               content created by BN, its employees or other persons
               contractually bound to BN to create such content.  In no event
               shall the term BN Content be deemed to include any content
               created or transmitted by users of the BN Business Solutions
               Site, BN Site or BN Intranets.

          ii.  "RCI Content" shall mean proprietary content of RCI contained on
                -----------                                                    
               RCI Sites and RCI Service Home Pages and shall include only that
               content created by RCI, its employees or other persons
               contractually bound to RCI to create such content.  In no event
               shall the term RCI 
<PAGE>
 
               Content be deemed to include any content created or transmitted
               by users of the RCI Site or RCI Intranets.

13.  LIMITATION OF LIABILITY
     -----------------------
     a.   IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR
          INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES,
          INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE OR LOST
          PROFITS, ARISING FROM ANY PROVISION OF THIS AGREEMENT, EVEN IF SUCH
          PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     b.   EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES
          ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY
          IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
          PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR
          COURSE OF PERFORMANCE.

14.  MISCELLANEOUS
     -------------
     a.   This Agreement shall be governed by and construed in accordance with
          the laws of the State of Delaware, without giving effect to the
          conflict of law principles thereof.

     b.   This Agreement constitutes the entire agreement of the parties hereto
          with respect to the subject matter hereof and supersedes any and all
          prior agreement, written and oral, with respect thereto.  No change,
          amendment or modification of any provision of this Agreement shall be
          valid unless set forth in a written agreement signed in counterparts
          or otherwise by both parties.

     c.   Any and all notices and other communications to either party hereunder
          shall be in writing and deemed delivered (i) upon receipt if by hand,
          overnight courier or telecopy (provided that in the event of a
          telecopy, concurrently therewith a copy is mailed in accordance with
          clause (ii) hereof) and (ii) three days after mailing by first class,
          certified mail, postage prepaid, return receipt requested (1) if to
          RCI to 725 Concord Ave., Cambridge, Ma 02138, attention: Louis
          Hernandez; telecopier number: 617-497-
<PAGE>
 
          6800, and (2) if to BN to 76 Ninth Avenue, New York, New York 10011,
          attention: Vice President, New Business Development, telecopier no.:
          212-414-6120, or to such other address for a party as shall be
          specified by like notice.

     d.   This Agreement does not constitute either party an agent, legal
          representative, joint venturer, partner or employee of the other
          for any purpose whatsoever and neither party is in any way authorized
          to make any contract, agreement, warranty or representation or to
          create any obligation, express or implied, on behalf of the other
          party hereto.

      e.  This Agreement may be executed in any number of counterparts, each of
          which shall be deemed an original and together which shall constitute
          one and the same instrument.

      f.  This Agreement and the provisions hereof shall be binding upon and
          inure to the benefit of and be enforceable by the parties hereto and
          their permitted assigns.  Neither party may assign its rights or
          obligations under this Agreement without the consent of the other
          party (which consent shall not be unreasonably withheld or delayed),
          except to the extent permitted under Section 8(c) hereof.

     g.   Each provision of this Agreement shall be considered severable and if,
          for any reason, any provision hereof is determined to be invalid and
          contrary to, or in conflict with, any existing or future law or
          regulation of any court or agency having valid jurisdiction, such
          shall not impair the operation or affect the remaining provisions of
          this Agreement; and the latter shall continue to be given full force
          and effect and bind the parties hereto and such invalid provisions
          shall be deemed not to be a part of this Agreement.

     h.   Neither party shall be liable to fulfill its obligations hereunder, or
          for delays in performance, due to causes beyond its reasonable
          control, including, but not limited to, acts of God, acts or omissions
          of civil or military authority, fires, strikes, floods, epidemics,
          riots or acts of war.
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.


                                           ROWECOM,



                                           By: /s/ Louis Hernandez 
                                              ----------------------------------
                                                Louis Hernandez
                                                Executive Vice President
                                                Chief Financial Officer


                                           BARNESANDNOBLE.COM


                                           By:  /s/ Carl Rosendorf
                                                --------------------------------
                                                Carl Rosendorf
                                                Vice President Marketing, Sales
                                                Business Development
<PAGE>
 
                                   Schedule I
                                   ----------

                                  Fee Schedule
                                  ------------

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
               New Customers Accessing            Current RCI Customer              Current BN
               the BN or RCI Service                     Orders                      Customer
                                                                                      Orders
---------------------------------------------------------------------------------------------------
<S>            <C>                                <C>                           <C> 
BOOKS          BN PROVIDES BOOK TO CUSTOMER       BN provides book to Current   BN provides book to          
                                                  Customer                      Current Customer
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
               BN pays ***/9/ of Net Sales        BN pays ***/10/ of Net        ***/11/
                           -                                  --                    --
               Price to RCI                       Sales Price to RCI, 
                                                  pursuant to Section 5B 
---------------------------------------------------------------------------------------------------
CONSUMER       RCI PROVIDES SUBSCRIPTION TO       RCI PROVIDES                  RCI PROVIDES 
SUBSCRIPTIONS  CUSTOMER                           SUBSCRIPTION TO               SUBSCRIPTION TO 
                                                  CURRENT CUSTOMER              CURRENT CUSTOMER 
                                               
               RCI pays ***/12/ of RCI Net          
                            --
               Sales Price per Subscription       RCI retains ***/13/ of all    RCI pays ***/14/ of    
                                                                  --                         --
               to BN*                             revenue from sales            RCI Net Sales Price per
                                                                                Subscription to BN* 
---------------------------------------------------------------------------------------------------
BUSINESS       RCI PROVIDES SUBSCRIPTION          RCI PROVIDES SUBSCRIPTION     RCI PROVIDES 
SUBSCRIPTIONS  TO CUSTOMER                        TO CURRENT                    SUBSCRIPTION TO 
---------------------------------------------------------------------------------------------------
</TABLE> 

     /9/  Confidential treatment has been requested for this portion of this
      -
     exhibit. A complete copy of this exhibit, including this redacted portion,
     has been filed with the Securities and Exchange Commission separately.

     /10/ Confidential treatment has been requested for this portion of this
      --
     exhibit. A complete copy of this exhibit, including this redacted portion,
     has been filed with the Securities and Exchange Commission separately.

     /11/  Confidential treatment has been requested for this portion of this
      --
     exhibit. A complete copy of this exhibit, including this redacted portion,
     has been filed with the Securities and Exchange Commission separately.

     /12/  Confidential treatment has been requested for this portion of this
      --
     exhibit. A complete copy of this exhibit, including this redacted portion,
     has been filed with the Securities and Exchange Commission separately.

     /13/  Confidential treatment has been requested for this portion of this
      --
     exhibit. A complete copy of this exhibit, including this redacted portion,
     has been filed with the Securities and Exchange Commission separately.

     /14/  Confidential treatment has been requested for this portion of this
      --
     exhibit. A complete copy of this exhibit, including this redacted portion,
     has been filed with the Securities and Exchange Commission separately.
<PAGE>
 
<TABLE> 
<CAPTION> 
----------------------------------------------------------------------------------------------------
<S>            <C>                                <C>                           <C> 
                                                  CUSTOMER                      CURRENT CUSTOMER

               RCI pays ***/15/ of                RCI retains ***/16/           RCI pays ***/17/ per
                            --                                    --                         --
               per Subscription to BN             of all revenue sales          Subscription to BN
----------------------------------------------------------------------------------------------------
</TABLE> 

*    In the event that RCI sources these titles directly from the publisher, and
their margins change significantly, RCI will adjust its payment to BN
proportionately

______________

     /15/ Confidential treatment has been requested for this portion of this
      --
     exhibit. A complete copy of this exhibit, including this redacted portion,
     has been filed with the Securities and Exchange Commission separately.

     /16/ Confidential treatment has been requested for this portion of this
      --
     exhibit. A complete copy of this exhibit, including this redacted portion,
     has been filed with the Securities and Exchange Commission separately.

     /17/ Confidential treatment has been requested for this portion of this
      --
     exhibit. A complete copy of this exhibit, including this redacted portion,
     has been filed with the Securities and Exchange Commission separately.
<PAGE>
 
                                   SCHEDULE 2
                                   ----------

                               FORM OF AMENDMENT
                                        

                              AMENDMENT NO. _____



This Amendment No. ______ is entered into between RoweCom Inc., a Delaware
corporation ("RCI"), and barnesandnoble.com inc., a Delaware corporation ("BN")
              ---                                                              
pursuant to the terms of Section 5(d) of that certain Marketing and Integration
Agreement dated as of August ___, 1998 between RCI and BN (the "Marketing
                                                                ---------
Agreement").  This Amendment No. ______ is intended to supplement the Marketing
---------                                                                      
Agreement by specifying the percentage of the Net Sales Price or per
Subscription payment applicable to the sales of books or Subscriptions, as
applicable.  Capitalized terms used in this Amendment No. ____ 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, the parties hereby agree that the Marketing Agreement is
amended as follows:

1.        The Fee Schedule attached to the Marketing Agreement as Schedule I is
hereby amended in its entirety as follows:


                                [TO BE SUPPLIED]
                                        

          Except as expressly modified by this Amendment No. ____ all terms and
conditions of the Marketing Agreement shall remain in full force and effect.
This Amendment No. ____ is subject to all of the terms and conditions set forth
in the Marketing Agreement.

          IN WITNESS WHEREOF the parties have caused this Amendment to be
executed by their authorized representatives as an instrument under seal as of

ROWECOM, INC.                                BARNESANDNOBLE.COM INC.


By:_________________________________         By:________________________________
Name:_______________________________         Name:______________________________
Title:______________________________         Title:_____________________________
<PAGE>
 
                                   SCHEDULE 3
                                   ----------

                              CURRENT BN CUSTOMERS

     ***/18/
         --

_______________________

     /18/ Confidential treatment has been requested for this portion of this
      --
exhibit. A complete copy of this exhibit, including this redacted portion, has
been filed with the Securities and Exchange Commission separately.
<PAGE>
 
                                   SCHEDULE 4
                                   ----------
                                        
                             CURRENT RCI CUSTOMERS
                                        


***/19/
    --

------------

     /19/ Confidential treatment has been requested for this portion of this
      --
exhibit. A complete copy of this exhibit, including this redacted portion, has
been filed with the Securities and Exchange Commission separately.