Barnes & Noble and Yahoo! Announce Comprehensive Agreement Spanning Web Site and Retail Stores.

Business Editors

NEW YORK & SANTA CLARA, Calif.--(BUSINESS WIRE)--Sept. 19, 2000

Barnes & Noble.com Chosen as Premier Bookseller Throughout Yahoo!

Directory and Becomes a Featured Merchant in Yahoo! Shopping;

Barnes & Noble Superstores and Yahoo! Team with Spinway to Launch

Free Internet Service 

Barnes & Noble.com (Nasdaq:BNBN), Barnes & Noble, Inc. (NYSE:BKS), and Yahoo! Inc. (Nasdaq:YHOO), a leading global Internet communications, commerce and media company, today announced a landmark marketing relationship which leverages the online and offline resources of the three companies. In addition, Barnes & Noble superstores and Yahoo! are teaming with Spinway, Inc., a leading Internet marketing infrastructure company which provides a premium co-branded ISP offering, to develop a free Internet service for Barnes & Noble customers.

Under the agreement, Barnes & Noble.com (www.bn.com) will be the premier bookseller featured throughout the Yahoo!(R) directory (www.yahoo.com) and a featured merchant on Yahoo! Shopping, recently ranked the No. 1 portal shopping destination on the Web (Nielsen//Netratings, June 2000). This Yahoo! Fusion Marketing program unites two of the most recognizable brands on the Internet and will feature Barnes & Noble.com graphic links on every search results page in the Yahoo! directory and book category pages in the Yahoo! directory.

The in-store retail component of the agreement teams Barnes & Noble, Inc. and Yahoo! with Spinway Inc. to develop a free co-branded Internet service for Barnes & Noble retail customers. The service, which is expected to launch in October, will be promoted extensively in 551 Barnes & Noble stores across the country and will include the distribution of CDs to facilitate registrations. By working with Spinway and Yahoo!, Barnes & Noble is able to offer consumers one of the highest-rated Internet access services available with fast, reliable connections; 24-hour customer support; and thousands of local access numbers nationwide. The service is designed to be easy to use, as millions of consumers using Spinway's service are accessing the Internet for the first time.

"Barnes & Noble and Yahoo! consider retail customers as key to the future of the Internet," said Steve Riggio, vice chairman of Barnes & Noble.com. "This agreement provides Yahoo! with access to the tens of millions of upscale, educated Barnes & Noble retail customers, who are among the most sought after demographic groups in the country. In addition, Barnes & Noble.com will have access to a massive audience of Internet users, as Yahoo!'s reach represents a significant portion of people online today. The rollout of a co-branded free ISP brings terrific value to our retail customers, as well as providing a new marketing channel for Barnes & Noble.com."

"By choosing to work with Barnes & Noble.com and Barnes & Noble, Inc., we are entering into a broad relationship which leverages the strengths of our combined online and offline assets and provides consumers with a trusted merchant integrated deeply throughout the network and our Yahoo! Shopping platform. Together we are offering consumers comprehensive access to a leading multi-channel merchant and the ability to find and purchase resources online that are relevant to them," said Jeff Mallett, president and chief operating officer, Yahoo!. "This agreement emphasizes Yahoo!'s ongoing strategy to create unique Yahoo! Fusion Marketing programs for leading brand name merchants that achieve their marketing objectives. Working with Barnes & Noble.com and Barnes & Noble, Inc. displays our continued commitment to offering convenient, quality resources and services to our millions of users."

"We are pleased to work with Barnes & Noble and Yahoo! to develop a closed loop marketing infrastructure that will help drive customer traffic both on- and offline," said Steve Seabolt, chairman and chief executive officer, Spinway, Inc.

In addition to placements on all Yahoo! search results and book category pages, Barnes & Noble.com will be a featured merchant within Yahoo! Shopping (http://shopping.yahoo.com). As well as placement on the Yahoo! Shopping front

page, Barnes & Noble.com will be featured throughout individual categories in Yahoo! Shopping. Barnes & Noble.com's placement in the directory and throughout the Yahoo! network will direct shoppers to the Barnes & Noble.com site within Yahoo! Shopping.

Yahoo! Fusion Marketing allows companies to find any audience, connect with anyone, and sell anything. Yahoo! Fusion Marketing is an integrated set of sales and marketing tools built on Yahoo!'s superior environment and huge, global audience. Yahoo! Fusion Marketing consists of innovative interactive marketing programs designed to provide one-stop shopping for companies seeking to secure a measurable Internet presence.

Yahoo! Shopping is the only place consumers need to go to find, compare and buy almost anything online. Whether looking for gifts for family or friends, the latest fashions or a treat for themselves, shoppers will find the popular merchants, trusted brands and buying information they want on Yahoo!'s comprehensive Internet shopping destination. Consumers can shop for items from thousands of merchants in 20 retail categories. Yahoo! Shopping also has convenient features, such as Yahoo! Wallet and Express Checkout, that make online shopping fast and easy. Yahoo! Shopping is part of Yahoo!'s comprehensive suite of commerce services, which also includes Yahoo! Auctions, Yahoo! Travel and Yahoo! Store. During the first six months of 2000, Yahoo! directly enabled more than $2 billion of transactions on its commerce platform.

About Yahoo!

Yahoo! Inc. is a global Internet communications, commerce and media company that offers a comprehensive branded network of services to more than 156 million individuals each month worldwide. As the first online navigational guide to the Web, www.yahoo.com is the leading guide in terms of traffic, advertising, household and business user reach, and is one of the most recognized brands associated with the Internet. The company also provides online business services designed to enhance the Web presence of Yahoo!'s clients, including audio and video streaming, store hosting and management, and Web site tools and services. The company's global Web network includes 23 local World properties outside the United States. Yahoo! has offices in Europe, the Asia Pacific, Latin America, Canada and the United States, and is headquartered in Santa Clara.

About Barnes & Noble.com

Barnes & Noble.com is the first online bookseller to offer a vast in-stock inventory with an editorially rich bookselling environment. The company's online catalogue includes more than three million titles, including virtually every book in print as well as more than 12 million listings from its nationwide network of out of print, rare and used book dealers. Barnes & Noble.com's excellence in e-commerce extends to the music business, where it was voted by Forbes.com as the No. 1 music site on the Web. Cited by Forbes.com for being "best-of-class for anyone who wants to learn about the music they're buying" it features a classical music superstore and is distinguished by an emphasis on jazz, world music and Broadway show tunes. As in its book site, Barnes & Noble.com's music site has extensive editorial features from both in-house editors and licensed content.

Barnes & Noble.com is an industry leader in the burgeoning market for electronic books. The site features more than 4,000 eBook titles that can be viewed in a variety of formats. The company dramatically expanded its offering of eBooks with the opening of its eBookStore in August 2000, featuring the new Microsoft Reader platform, which will enable users to download eBooks to any PC, laptop or Pocket PC and open the market for eBooks to more than 100 million users. The company believes that in the not too distant future it will offer digital versions of virtually every book in print.

About Barnes & Noble, Inc.

Barnes & Noble, Inc. (NYSE:BKS) operates 551 Barnes & Noble and 400 B. Dalton bookstores, and Babbage's Etc., one of the nation's largest operators of video game and entertainment software stores. Barnes & Noble stores stock an authoritative selection of book titles and provide access to more than one million titles. They offer books from more than 50,000 publisher imprints with an emphasis on small, independent publishers and university presses. Barnes & Noble is one of the world's largest booksellers on the World Wide Web (http://www.bn.com), and the exclusive bookseller on America Online (keyword: bn). Barnes & Noble also publishes books under its own imprint for exclusive sale through its retail stores, mail-order catalogues, and Web site.

General financial information on Barnes & Noble, Inc. can be obtained via the Internet by visiting the company's investor relations Web site: http://www.shareholder.com/bks/.

About Spinway

Incorporated in January 1999, Spinway, Inc. (www.spinway.com) a leading Internet marketing infrastructure provider that aggregates millions of consumers via a co-branded ISP offering Spinway is rapidly establishing its advertising network by partnering with offline brand-leaders to co-brand their free ISP services. To enrich its co-branded free Internet access offering, Spinway has recently teamed with Yahoo! Inc., its preferred partner for content including personalized start pages and email. In just nine months, Spinway has obtained over 5 million consumers, making it the fastest growing free ISP in history. Spinway offers advertisers a new approach to online advertising that uniquely targets consumers by demographics, psychographics, geographics, time-of-day and keywords. Spinway's proprietary advertising technology tracks advertising impressions and enables full motion video ads to run while consumers are connecting to the service without any performance impact. Spinway does not sell its consumers' personal information to advertisers.

Note to Editors: Yahoo! and the Yahoo! logo are trademarks and/or registered trademarks of Yahoo! Inc. All other names are trademarks and/or registered trademarks of their respective owners.