INTERACTIVE SERVICES AGREEMENT

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 This Interactive Services Agreement (this "Agreement") dated as of July 31,
1997, is by and between WWW, Inc., a Delaware corporation ("WWW"), having an
office at…………………………………………….., Inc. a Delaware corporation ("YYY"), having an office at ………………………………………………………….
 
 RECITALS
 
 
 
 
 
 
 
 
 
 
 
 WHEREAS, YYY is a retailer of goods and offers goods and other items for
sale through its Web service which is accessible through the URL
www.barnesandnoble.com (the "YYY Site");
 
 WHEREAS, WWW is the owner or licensee of certain Web services, including,
without limitation, the WWW Catalog of the Internet, Pictures and Sounds, Top
5% Reviews and other search and content areas (collectively, the "WWW
Services"), which are accessible through the URL www.lycos.com (the "WWW
Site");
 
 WHEREAS, YYY desires that WWW integrate links from the WWW Services and
certain other areas on the WWW Site to the YYY Site and that WWW performs
various search services on behalf of YYY so that users of the WWW Services
will have access to the YYY Site through the WWW Services;
 
 WHEREAS, YYY and WWW desire to enter other arrangements as more
particularly described herein.
 
 NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, YYY and WWW hereby agree as follows:
 
 1. Certain Definitions.
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 As used herein, the following terms shall have the meaning herein
ascribed:
 
 "WWW PowerSearch API" means the application programming interface
created and maintained by WWW that allows YYY to create pre-defined searches
of the WWW Catalog for the viewers of the YYY Site and insert the searches as
hypertext links into the HTML pages of the YYY Site, such that when a viewer
clicks on such link, the query is sent to WWW and the results are sent back to
the YYY Site which displays the data in its HTML page.
 
 "WWW Search API" means the application programming interface created
and maintained by WWW that allows a viewer of the YYY Site to search the WWW
Catalog from search boxes in the HTML pages of the YYY Site, such that when a
viewer of the YYY Site enters a search query, the query is sent to WWW, and
the results are sent back to YYY to place into the YYY Site.
<PAGE>
 
 "Web" means the World Wide Web, a system for accessing and viewing
text, graphics, sound and other media via the collection of computer networks
known as the Internet.
 
 "Web Search Results" means the results of a query sent to the WWW
search engine that are then displayed in HTML format by the user of the WWW
Search API.
 
 2. Link to YYY Site; Search Services.
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 (a) Subject to the terms and conditions of this Agreement as promptly
as practicable after the date hereof and, in any event, no later than September
10, 1997 (the "Effective Date"), WWW agrees continuously throughout the term
of this Agreement to (i) provide links to the YYY Site from selected Web pages
within the WWW Site, including the WWW Home Page, WebGuides and WWW
Shopping (collectively, the "WWW Pages"), so as to provide users of the WWW
Site access to the YYY Site, (ii) provide links from relevant book content
related Web pages within WWW WebGuides to relevant categories on the YYY Site;
and (iii) provide links to the YYY Site from selected Web pages within the WWW
Search Results Pages. In addition, from time to time, during the term of this
Agreement, WWW agrees to include links from selected Web pages within WWW
WebGuides to pages within the Books of the Week and/or Book Review sections of
the YYY Site (all of such links referred to in the first sentence and this
sentence being referred to herein as the "YYY Links"). All YYY Links may be
modified and/or expanded from time to time throughout the term of this Agreement
pursuant to mutual agreement of the parties hereto, except that WWW may modify
the placement of the YYY Links on the WWW Home Page and WWW Search Results
Pages in a manner determined by WWW, subject to compliance with clause (b)
below. Except as described in clause (c) below, each Web page within the YYY
Site which is accessed by the YYY Links will display the look and feel of the
YYY Site area, which shall include, but not be limited to, page format,
navagational bars, colors, fonts, the YYY logo, all hyperlinks appearing on the
linked YYY Site area and, in general, the overall design of the YYY Site. To the
extent access to the YYY Site from the WWW Site is deemed to be a
reproduction, transmission or distribution, WWW is further granted a
worldwide, royalty-free license to use, reproduce, transmit, distribute and
publicly display the YYY Site so as to make the YYY Site available to users of
the WWW Site via the Web; provided, however, that nothing in the preceding
clause shall be deemed to be in conflict with the Terms of Usage contained on
the YYY Site attached hereto as Exhibit A (as in effect on the date hereof), as
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amended from time to time, which may be applicable to users of the YYY Site, and
provided, further, that in no event shall the preceding clause grant a license
to WWW in any of the content on the YYY Site.
 
 (b) With respect to the link from the WWW Home Page to the YYY Site
described in clause (a) above, WWW agrees that [*]
 
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* Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.
 
<PAGE>
 
[*]
 
 (c) Throughout the term of this Agreement, WWW will integrate search
capabilities within selected Web pages in the WWW Site in order to enable a
user of the WWW Services to search the YYY Site for particular goods. The
search will be conducted through the YYY Site with the search results being
presented on a page which is created in a WWW template incorporating the look
and feel of the WWW Pages, including page format, navigational bars, colors
and the WWW logo (the "Branded Results Page"). Every Branded Results Page
will have a URL similar to www.bandn.lycos.com. In addition, every Branded
Results Page will provide the user with the ability to initiate another search
of the YYY Site through the display of a drop-down search-related box stating
"Search .............and..............com for goods on [related subject]" or similar text to be
jointly determined by YYY and WWW. YYY will serve and maintain the Branded
Results Page throughout the term of this Agreement.
 
 (d) WWW will spider the HTML contents of the YYY Site and
incorporate spidered information from the YYY Site into the WWW Catalog of the
Internet.
 
 (e) Subject to the terms and conditions of this Agreement, YYY hereby
grants WWW the right to reproduce and display all logos, trademarks, trade
names and similar identifying material relating to YYY (the "YYY Marks") in
connection with the promotion, marketing and distribution of the WWW Services,
provided, that WWW shall not make any specific use of any YYY Mark which
refers to YYY exclusively without first submitting a sample of such to YYY and
obtaining YYY's prior consent, which consent shall not be unreasonably withheld.
 
 (f) [*] 
 
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* Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.
 
<PAGE>
 
(or another area within the YYY Site designated by YYY) and shall continuously
appear in the Shopping Pages throughout the term of this Agreement.
 
 (g) [*].
 
 3. Obligations of YYY.
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 (a) YYY shall display the "Powered by WWW" logo on all Web pages
solely where search boxes, Web Search Results, and PowerSearch links are
deployed through the use of WWW search tools, as well as appropriate copyright
notices. [*]. During the term of this Agreement, the WWW Services will be
the exclusive Web search and navigation service available through the YYY Site,
excluding the proprietary search tools developed by YYY for searching the YYY
Site.
 
 (b) YYY agrees to include WWW branded bookmarks with the shipment of
all goods purchased online through the YYY Site.
 
  (c) [*], YYY agrees to deploy the WWW Search API tools on the YYY
Site in order to integrate searches of the WWW Catalog and WWW Pictures and
Sounds, in the manner determined by YYY, in its sole discretion, which
determination will be made and provided to WWW within thirty days of the
execution of this Agreement.
 
 (d) YYY will make its personnel available to WWW to assist WWW in
establishing the YYY Links between the WWW Site and the YYY Site referred to
herein, including establishing links to the Book Lists, Book of the Week and
Book Reviews sections of the YYY Site. YYY personnel will also assist WWW in
implementing the feature of passing queries from WWW to the WWW Search API
located on the YYY Site.
 
 (e) YYY will also make its editorial staff available to WWW in order
to utilize the WWW PowerSearch API tool for the creation of searches of the
Web for positioning on the YYY Site.
 
 (f) Concurrently with the execution of this Agreement, ............. & .............,
Inc. will execute and deliver to WWW the Promotion Agreement in the form of
Exhibit B attached hereto.
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* Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.
 
 
 
<PAGE>
 
 4. License Grant by WWW.
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 (a) WWW will provide YYY the WWW Search API tools, which YYY,
solely at its option, may deploy on the YYY Site in order to integrate search of
the WWW Catalog of the Internet and WWW Pictures and Sounds. YYY will be
responsible for implementing the API within the YYY Site so as to make Web
Search Results available to users of the YYY Site.
 
 (b) Subject to the terms and conditions of this Agreement, WWW
hereby grants to YYY the right to use the WWW Search API so as to provide
users of the YYY Site access to Web Search Results. To the extent such access
is deemed to be a reproduction, transmission or distribution, YYY is further
granted a worldwide, royalty-free license to use, reproduce, transmit,
distribute and publicly display Web Search Results so as to make the Web Search
Results available to users of the YYY Site via the Web.
 
 (c) Subject to the terms and conditions of this Agreement, WWW
hereby grants YYY the right to reproduce and display all logos, trademarks,
trade names and similar identifying material relating to the WWW Search and
WWW PowerSearch APIs and the WWW bookmarks (the "WWW Marks") in connection
with the promotion, marketing and distribution of the Web searches being
available through the YYY Site and the shipment of the WWW bookmarks. Upon
WWW' request, YYY will make available samples of any uses of the WWW Marks
for approval by WWW, such approval to be in WWW' sole and exclusive
discretion.
 
 5. Royalties and Fees.
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 (a) In consideration of WWW' obligations under this Agreement, YYY
shall pay WWW [*]
 
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* Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.
 
<PAGE>
 
*
 (d) YYY shall calculate and report in writing to WWW within thirty
days after each quarter the Net Revenues derived during such quarter on all
transactions initiated by viewers sent to the YYY Site from the WWW Services,
and, if required under Section 5(b) above, make payment to WWW of the
applicable royalty. YYY shall permit WWW to audit YYY's goods and records
with respect to Net Revenues, during normal business hours and no more than once
quarterly upon five (5) business days' notice, in order to ensure YYY's
compliance with this Section 5. YYY will pay all costs and expenses of such
audit in the event there is a discrepancy of 10% or more.
 
 6. Term of Agreement.
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 The term of this Agreement shall commence on the date hereof and will
continue until [*]
 
 7. Representations and Warranties of the Parties.
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 In order to induce WWW to enter into this Agreement, YYY hereby
warrants and represents as follows:
 
 (a) Status. YYY is a corporation in good standing under the laws of
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the state of its organization, and has the full right, power and authority to
enter into this Agreement and to grant the rights herein granted.
 
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* Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.
 
<PAGE>
 
 (b) No Conflicting Obligations. The performance by YYY pursuant to
 --------------------------  
this Agreement and/or the rights herein granted to WWW will not conflict with
or result in a breach or violation of any of the terms or provisions, or
constitute a default under any organizational instruments of YYY or any
agreement to which YYY is a party or to which it is bound.
 
 (c) Right to License. YYY possesses the full right and authority to
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provide access to the YYY Site and to license the YYY Marks. YYY is the sole
owner and/or has the right to license, and shall continue to own and/or have the
right to license, throughout the term of the Agreement, all right, title and
interest in and to the YYY Site, except for content written, prepared or
otherwise developed by users of the YYY Site ("User Content").
 
 (d) Compliance with Laws and Regulations. YYY shall comply with all
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applicable laws, statutes, ordinances, rules and regulations of each country,
state, city or other political entity.
 
 (e) Clearances. Throughout the term of this Agreement, YYY shall
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maintain the YYY Site and its INTERNIC registration. All fees of any nature,
including, without limitation, residuals, royalties, reuse, health and welfare
payments, and similar or dissimilar fees due to third parties (including
writers, composers and performers) for rights necessary to exploit the YYY Site,
as provided herein, shall be the sole responsibility of YYY.
 
 (f) No Infringement. YYY has the right to enter into this Agreement
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and to grant to WWW the license provided herein and neither the YYY Site
(other than User Content) nor the YYY Marks nor any other materials or any
elements or parts thereof, nor the provision of access to the YYY Site pursuant
to the provisions hereof by WWW, shall violate or infringe upon the copyright,
literary, privacy, publicity, trademark, service mark or any other personal,
moral or property right of any person, nor shall same constitute a libel or
defamation of any person whatsoever.
 
 (g) General. EXCEPT FOR THE FOREGOING REPRESENTATIONS AND WARRANTIES,
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YYY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WHICH WOULD
EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.
 
 8. Representations and Warranties of WWW. In order to induce YYY to
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enter into this Agreement, WWW represents and warrants that:
 
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<PAGE>
 
 (a) Corporate Status. WWW is a corporation in good standing under
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the laws of the State of Delaware, and has the full right, power and authority
to enter into this Agreement and to grant the rights herein granted.
 
 (b) No Conflicting Obligations. The performance by WWW pursuant to
 -------------------------- 
this Agreement and/or the rights herein granted to YYY will not result in a
breach or violation of any of the terms or provisions, or constitute a default
under any organizational instruments of WWW or any agreement to which WWW is
a party or to which it is bound.
 
 (c) Right to License. WWW possesses the full right and authority to
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license the WWW Services and the WWW Marks. WWW is the sole owner and/or
has the right to license, and shall continue to own and/or have the right to
license, throughout the term of this Agreement, all right, title and interest,
including without limitation all rights under copyright in and to the WWW
Services and all materials created by employees of WWW and/or third parties,
for or in connection with the WWW Services, and each element thereof.
 
 (d) Compliance with Laws and Regulations. WWW shall comply with all
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applicable laws, statutes, ordinances, rules and regulations of each country,
state, city or other political entity.
 
 (e) Clearances. WWW shall clear all rights in the WWW Services
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and all elements thereof for use as provided herein. All fees of any nature,
including, without limitation, residuals, royalties, reuse, health and welfare
payments, and similar or dissimilar fees due to third parties (including
writers, composers and performers) for rights necessary to exploit the WWW
Services, as provided herein, shall be the sole responsibility of WWW.
 
 (f) No Infringement. WWW has the right to enter into this Agreement
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and to grant to YYY the license provided herein and neither the WWW Services
nor any other materials or any elements or parts thereof or other material
delivered or to be delivered to YYY hereunder, shall violate or infringe upon
the copyright, literary, privacy, publicity, trademark, service mark or any
other personal, moral or property right of any person, nor shall same constitute
a libel or defamation of any person whatsoever.
 
 (g) General. EXCEPT FOR THE FOREGOING REPRESENTATIONS AND WARRANTIES,
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LYCOS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WHICH WOULD
EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.
 
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<PAGE>
 
 9. Indemnification.
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 (a) YYY Indemnity. YYY will at all times indemnify and hold harmless
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WWW and its officers, directors, shareholders, successors and assigns from and
against any and all third party claims, damages, liabilities, costs and
expenses, including reasonable legal fees and expenses, arising out of or
relating to any breach of any warranty, representation, covenant or agreement
made by YYY in this Agreement. WWW shall give YYY prompt written notice of
any claim, action or demand for which indemnity is claimed. YYY shall have the
right, but not the obligation, to control the defense and/or settlement of any
claim in which it is named as a party. WWW shall have the right to
participate in any defense of a claim by YYY with counsel of WWW' choice at
its own expense. The foregoing indemnity is conditioned upon: prompt written
notice by WWW to YYY of any claim, action or demand for which indemnity is
claimed; complete control of the defense and settlement thereof by YYY; and such
reasonable cooperation by WWW in the defense as YYY may request.
 
 (b) WWW Indemnity. WWW will at all times defend, indemnify and
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hold harmless YYY and its officers, directors, shareholders, successors and
assigns from and against any and all third party claims, damages, liabilities,
costs and expenses, including reasonable legal fees and expenses, arising out of
or relating to any breach of any warranty, representation, covenant or agreement
made by WWW in this Agreement. YYY shall give WWW prompt written notice of
any claim, action or demand for which indemnity is claimed. WWW shall have the
right, but not the obligation, to control the defense and/or settlement of any
claim in which it is named as a party. YYY shall have the right to participate
in any defense of a claim by WWW with counsel of B&S's choice at its own
expense. The foregoing indemnity is conditioned upon: prompt written notice by
YYY to WWW of any claim, action or demand for which indemnity is claimed;
complete control of the defense and settlement thereof by WWW; and such
reasonable cooperation by YYY in the defense as WWW may request.
 
 10. Confidentiality; Press Releases.
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 (a) Non-Disclosure Agreement. The parties agree and acknowledge that,
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as a result of negotiating, entering into and performing this Agreement, each
party has and will have access to certain of the other party's Confidential
Information (as defined below). Each party also understands and agrees that
misuse and/or disclosure of that information could adversely affect the other
party's business. Accordingly, the parties agree that, during the term of this
Agreement and thereafter, each party shall use and reproduce the other party's
Confidential Information only for purposes of this Agreement and only to the
extent necessary for such purpose and shall restrict disclosure of the other
party's Confidential Information to its employees, consultants or independent
contractors with a need to know and shall not disclose the other party's
Confidential Information to any third party without the prior written 
 
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<PAGE>
 
approval of the other party. Notwithstanding the foregoing, it shall not be a
breach of this Agreement for either party to disclose Confidential Information
of the other party if required to do so under law or in a judicial or other
governmental investigation or proceeding, provided the other party has been
given prior notice and the disclosing party has sought all available safeguards
against widespread dissemination prior to such disclosure.
 
 (b) Confidential Information Defined. As used in this Agreement, the
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term "Confidential Information" refers to: (i) the terms and conditions of this
Agreement; (ii) each party's trade secrets, business plans, strategies, methods
and/or practices; and (iii) other information relating to either party that is
not generally known to the public, including information about either party's
personnel, products, customers, marketing strategies, services or future
business plans. Notwithstanding the foregoing, the term "Confidential
Information" specifically excludes (i) information that is now in the public
domain or subsequently enters the public domain by publication or otherwise
through no action or fault of the other party; (ii) information that is known to
either party without restriction, prior to receipt from the other party under
this Agreement, from its own independent sources as evidenced by such party's
written records, and which was not acquired, directly or indirectly, from the
other party; (iii) information that either party receives from any third party
reasonably known by such receiving party to have a legal right to transmit such
information, and not under any obligation to keep such information confidential;
and (iv) information independently developed by either party's employees or
agents provided that either party can show that those same employees or agents
had no access to the Confidential Information received hereunder.
 
 (c) Press Releases. WWW and YYY shall jointly prepare press
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releases concerning the existence of this Agreement and the terms hereof. YYY
shall sponsor a public relations event in which YYY and WWW will jointly
announce the relationship contemplated hereby. Otherwise, no public statements
concerning the existence or terms of this Agreement shall be made or released to
any medium except with the prior approval of WWW and YYY or as required by
law.
 
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<PAGE>
 
 11. Termination. Either party may terminate this Agreement if (a) the
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other party files a petition for bankruptcy or is adjudicated bankrupt; (b) a
petition in bankruptcy is filed against the other party and such petition is not
dismissed within sixty days of the filing date; (c) the other party becomes
insolvent or makes an assignment for the benefit of its creditors pursuant to
any bankruptcy law, or (d) a receiver is appointed for the other party or its
business. In addition, either party may terminate this Agreement upon the
occurrence of a material breach by the other party if such breach is not cured
within ninety (90) days after written notice is received by the breaching party
identifying the matter constituting the material breach. [*]
 
 12. Relationship of Parties. YYY and WWW are independent contractors
 -----------------------  
under this Agreement, and nothing herein shall be construed to create a
partnership, joint venture or agency relationship between YYY and WWW.
Neither party has authority to enter into agreements of any kind on behalf of
the other.
 
 13. Assignment, Binding Effect. Neither WWW nor YYY may assign this
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Agreement or any of its rights or delegate any of its duties under this
Agreement without the prior written consent of the other.
 
 14. Choice of Law. This Agreement, its interpretation, performance or any
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breach thereof, shall be construed in accordance with, and all questions with
respect thereto shall be determined by, the laws of the Commonwealth of
Massachusetts applicable to contracts entered into and wholly to be performed
within said state.
 
 15. Counterparts. This Agreement may be executed in multiple
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counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
 
 16. Section Headings. Section headings are for convenience only and are
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not a part of this Agreement.
 
 17. Entire Agreement. This Agreement contains the entire understanding of
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the parties hereto with respect to the transactions and matters contemplated
hereby, supersedes all previous agreements between WWW and YYY concerning the
subject matter, and cannot be amended except by a writing signed by both
parties. No party hereto has relied on any statement, representation or promise
of any other party or with any other officer, agent, 
 
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* Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.
 
<PAGE>
 
employee or attorney for the other party in executing this Agreement except as
expressly stated herein.
 
 18. Limitations of Liability.
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 UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY
FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF
THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM
ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD
PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR
LOST BUSINESS. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR DAMAGES IN EXCESS
OF THE AMOUNT RECEIVED BY LYCOS UNDER THIS AGREEMENT, PROVIDED THAT THIS SECTION
DOES NOT LIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR (A) WILLFUL AND
MALICIOUS MISCONDUCT; (B) DIRECT DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY;
(C) BODILY INJURY OR DEATH CAUSED BY NEGLIGENCE; OR (D) INDEMNIFICATION
OBLIGATIONS HEREUNDER.
 
 
 
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<PAGE>
 
 IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the date set forth above.
 
………………………...COM, INC. ………………….., INC.
 
 
 
By:______________________________ By:______________________________
  
 
Name:____________________________ Name:____________________________
  
 
Title:___________________________ Title:___________________________
 
  
Date:____________________________ Date:____________________________ 
 
 
 
 In consideration of, and as a material inducement for, WWW, Inc. entering
into this Agreement, the undersigned, ............. ............., Inc. (the "Guarantor")
hereby unconditionally guarantees the full and prompt payment of the obligations
of .............and..............com, Inc. ("YYY") under the Agreement and hereby covenants to
and agrees with WWW that if default shall at any time be made by YYY in the
payment of its obligations, Guarantor shall and will promptly make such payments
to WWW. Subject to the last sentence hereof, this guaranty is an irrevocable,
absolute and unconditional guaranty of payment and of performance. This
guaranty shall be a continuing guaranty, and the liability of Guarantor
hereunder shall in no way be affected, modified, impaired or diminished by
reason of any assignment, renewal, modification or extension of the Agreement or
by reason of any bankruptcy, insolvency, reorganization, assignment for the
benefit of creditors, receivership or similar action affecting YYY.
[*]
 
 
  
 
 
 By:_________________________________________
 Name:
 Title:
 
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* Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.