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                                                                    EXHIBIT 99.2


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

     Our board of directors appointed PricewaterhouseCoopers LLP as our
independent accountants on October 8, 1999 to replace KPMG LLP. We dismissed
KPMG on September 22, 1999 as a result of a disagreement in accounting
principle. The dismissal of KPMG was recommended and approved by our audit
committee and approved by our board of directors,

     KPMG did not issue a report on our financial statements for any period as a
result of the disagreement in accounting principle. The disagreement arose
regarding the classification in our statement of operations of certain amounts
paid to Baker & Taylor. Under an operating agreement with Baker & Taylor, which
is a related party, we purchase books, pay to Baker & Taylor shipping and
handling costs representing incremental charges for drop shipping services and
receive from Baker & Taylor certain fulfillment services. We had proposed to
classify, based on discussions with Baker & Taylor and industry practice, the
value of such fulfillment services as marketing and sales expenses in our
statement of operations in recognition of the value of those services provided
by Baker & Taylor. We believe that the full value of such services is not
separately invoiced to us by Baker & Taylor but is included in part by Baker &
Taylor in the cost of books purchased by us. KPMG disagreed with our proposed
approach. KPMG believes that the invoiced amount for books purchased from Baker
& Taylor should be included in the cost of products. KPMG has informed us that
they believe, based on their discussions with Baker & Taylor, that the pricing
of books sold to us, based on an agreed upon discount from list price, is
consistent with Baker & Taylor's pricing for other similar customers. KPMG has
also informed us that a prospective change to the distribution agreement between
us and Baker & Taylor to recharacterize the elements of the cost of purchased
books that did not change the substance of the agreement with Baker & Taylor
should not be a basis for reclassification of costs in our statement of
operations. We disagree with the use of the word "recharacterize" as the
marketing and sales expenses were not "recharacterized." Marketing and sales
services were identified as services to be performed by Baker & Taylor in the
agreements. The disagreement was discussed with the audit committee and with the
full board of directors.

     The matter related to the disagreement affects the measurement of our gross
profit. Under our proposal, we would have reported higher gross profit and
higher marketing and sales expenses. Under the approach required by KPMG, we
would have reported lower gross profit and lower marketing and sales expenses.
The disagreement did not affect net sales, loss from operations, net loss, net
loss available to common stockholders or related per share amounts or any line
item in our balance sheets, statements of stockholders' equity or cash flows or
related notes to the consolidated financial statements.

     We have subsequently accepted the position of KPMG with respect to the
inclusion of the value of fulfillment costs as a component of cost of products
for the year ended December 31, 1998 and the nine month periods ended September
30, 1998 and 1999. In addition, subsequent to September 22, 1999 we decided to
present in our statement of operations cost of products, shipping expenses and
marketing and sales expenses as separate components of operating expenses and to
omit the disclosure of gross margin.

     As discussed further in "Related Party Transactions -- Transactions with
Baker & Taylor," effective October 1, 1999 we have amended the documents
governing our relationship with Baker & Taylor. The amendment provides for
assignment of separate values to the separate services provided by Baker &
Taylor: supply of books, shipping services and other services, including Web
site content, customer database management and placement of promotional
literature in packages to be sent to customers. Such assignment is based on the
relative fair value of each element as determined by Baker & Taylor. Effective
with the amendment of our agreement with Baker & Taylor on October 1, 1999, we
will include in "cost of products -- related party" in our statement of
operations the cost of purchased books from Baker & Taylor, we will include in
"shipping -- related party" the cost of shipping charges from Baker & Taylor and
we will include in "marketing and sales -- related party" the cost of other
services charged from Baker & Taylor.

     Prior to our appointment and engagement of PricewaterhouseCoopers, we had
not consulted with PricewaterhouseCoopers regarding the type of audit opinion
that might be rendered on our financial statements. We discussed with
PricewaterhouseCoopers all transactions reflected in our financial statements
that we deemed significant, including the disagreement which led to the
dismissal of KPMG. We described the relationship of Baker & Taylor, the terms of
the original operating agreement and the terms of the amended operating
agreement with PricewaterhouseCoopers including specifically the assignment of
separate values for the separate services provided by Baker & Taylor to supply
Web site content, customer database management and placement of promotional
literature in packages sent to customers, those values being based upon the
relative fair value of each element as determined by Baker & Taylor.
PricewaterhouseCoopers did not take exception to our position to include those
costs in "marketing and sales -- related party" in the statement of operations
for the period after October 1, 1999, subject to its being able to obtain
sufficient and objective evidence of the allocation of Baker & Taylor's billing
to the various products and services they provided. PricewaterhouseCoopers also
did not take exception to the historical treatment of those costs as a part of
the "cost of product -- related party" up to the date of the amended agreements
with Baker & Taylor.

     We authorized KPMG to respond fully to the inquiries of
PricewaterhouseCoopers concerning the subject matter of the disagreement.