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                                                                   Exhibit 10.26


                                 AMENDMENT NO. 1
                                       TO
                              AMENDED AND RESTATED
                           TRADEMARK LICENSE AGREEMENT

         Amendment No. 1, dated as of May 28, 1999, between Barnes & Noble
College Bookstores, Inc., a New York corporation having an office located at 33
East 17th Street, New York, New York 10003 ("Licensor"), and barnesandnoble.com
llc, a Delaware limited liability company having an office located at 76 Ninth
Avenue, 11th Floor, New York, New York 10011 ("Licensee"), amending that certain
Amended and Restated Trademark License Agreement dated as of October 31, 1998,
by and among Licensor, Licensee and barnesandnoble.com inc. (formerly known as
Barnes & Noble Online, Inc.) ("Online") (the "Original Agreement"). Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
them in the Original Agreement.

                  WHEREAS, Licensor, Licensee and Online have entered into the
Original Agreement;

                  WHEREAS, the Original Agreement may be amended upon written
consent of Licensor and Licensee; and

                  WHEREAS, Licensor and Licensee wish to amend the Original
Agreement as set forth herein.

                  NOW, THEREFORE, in consideration of the mutual promises and
agreements herein contained and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:

                  1. Amendments to Original Agreement.

                           (a) The third "Whereas" clause of the Original
Agreement is hereby amended by adding the phrase "as the same may be amended,
modified or supplemented from time to time," immediately before the words "the
"LLC Agreement" in the fourth line thereof.

                           (b) The phrase "BN Managers" in Section 1 of the
Original Agreement is hereby deleted and replaced by the phrase "BN Directors".

                           (c) Section 2(a) of the Original Agreement is hereby
deleted and replaced in its entirety by the following language:

                  "2. Term; Effects of Termination. (a) The term of this
Agreement (the "Term") shall commence on the date hereof and shall continue
until terminated as provided herein. Licensor may terminate this Agreement, on
prior written notice to Licensee: (i) if Licensee is in default of the terms of
this Agreement and such default continues for more than thirty (30) days after
written notice thereof to Licensee; (ii) if Licensee files a petition in
bankruptcy or is adjudicated a bankrupt or insolvent, or makes an assignment for
the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or
if Licensee discontinues or dissolves its business or if a receiver is appointed
for Licensee or for Licensee's business and

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such receiver is not discharged within 30 days; or (iii) at any time beginning
one year after a transfer by BAG (or any successor in interest) of any of its
Membership Units to any third party deriving more than 50% of its revenue from
book sales at the time of the transfer."

                  2. Original Agreement in Full Force and Effect. Except as
herein expressly amended, all of the provisions of the Original Agreement remain
unchanged and in full force and effect.

                  3. References in Original Agreement. From and after the date
hereof, all references in the Original Agreement to "this Agreement," "hereof,"
"herein," or similar terms, shall mean and refer to the Original Agreement as
amended by this Amendment.

                  4. Governing Law. This Amendment shall be construed and
interpreted according to the laws of the State of New York, without regard to
the conflicts of law rules thereof.

                  5. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first set forth above.

                                          BARNES & NOBLE COLLEGE
                                                   BOOKSTORES, INC.


                                          By: /s/ Leonard Riggio
                                             -----------------------
                                             Name: Leonard Riggio
                                             Title: Chairman

                                          barnesandnoble.com llc


                                          By: /s/ Jonathan Bulkeley
                                             -----------------------
                                             Name: Jonathan Bulkeley
                                             Title: CEO

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