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                                                                   Exhibit 10.18


                                 AMENDMENT NO. 1
                                       TO
                             TECHNOLOGY SHARING AND
                                LICENSE AGREEMENT

         Amendment No. 1, dated as of May 28, 1999, between BOL.Global, Inc., a
Delaware corporation having an office located at 1540 Broadway, New York, New
York 10036 ("Licensee"), and barnesandnoble.com llc, a Delaware limited
liability company having an office located at 76 Ninth Avenue, 11th Floor, New
York, New York 10011 ("Licensor"), amending that certain Technology Sharing and
License Agreement dated as of October 31, 1998, by and between Licensor and the
Licensee (the "Original Agreement"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Original
Agreement.

                  WHEREAS, Licensor and Licensee, having previously entered into
the Original Agreement, 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 definition of "LLC Agreement" set forth in
Section I 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
following the words "BN Holding".

                           (b) The phrase "having a Membership Interest of ten
percent (10%) or more" in Section VI of the Original Agreement is hereby deleted
and replaced in its entirety by the phrase "owning ten percent (10%) or more of
the then outstanding Membership Units".

                  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.


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

                                   BOL.GLOBAL, INC., as Licensee


                                   By: /s/ Ulrich Koch
                                      --------------------------------
                                      Name: Dr. Ulrich Koch
                                      Title: Executive Vice President

                                   barnesandnoble.com llc, as Licensor


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

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