This DEALER DIRECT PROGRAM AGREEMENT ("Agreement") is made and entered into as of April 16, 2004 (the "Effective Date") by and between BARNES & NOBLE BOOKQUEST LLC, a Delaware limited liability company having an office at 76 Ninth Avenue, New York, New York 10011 ("BNBQ") and ALIBRIS, a California corporation having an office at 1250 45^th Street, Suite 100, Emeryville, California 94608 ("Alibris").

W I T N E S S E T H:

WHEREAS, BNBQ operates an Internet-based program (the "BNBQ Dealer Direct Program") that provides Internet users with the opportunity to purchase rare, secondhand, hard to find and out-of-print books (collectively, as sourced through Alibris under this Agreement, the "Used & Hard to Find Books") directly from the dealers of such Used & Hard to Find Books;

WHEREAS, Alibris operates an Internet-based business wherein third party booksellers list their respective inventories of Used & Hard to Find Books with Alibris for the purpose of facilitating the sale thereof,

WHEREAS, Alibris and BNBQ desire to facilitate the participation in BNBQ's Dealer Direct Program of third-party booksellers that currently sell items through Alibris' Internet-based business;

WHEREAS, Alibris wishes to participate in the BNBQ Dealer Direct Program as a service commissionaire, and as a service commissionaire, Alibris shall facilitate the sale of Used & Out of Print Books by Alibris Dealers (defined below) under the terms set forth in this Agreement using the BNBQ Dealer Direct Program (the "Services"); and

WHEREAS, Alibris and BNBQ were parties to that certain Dealer Direct Program Agreement, dated March 5, 2003 (the "Old DDP Agreement"), which expired on April 15, 2004 and desire to enter into this Agreement for the period after the expiration of the Old DDP Agreement.

NOW THEREFORE, in consideration of the mutual covenants, promises and undertakings provided for herein and for other valuable consideration, the receipt and legal sufficiency of which the parties hereby acknowledge, the parties covenant and agree as follows:

1. DEFINITIONS AND INTERPRETATION.

1.1

Definitions. In this Agreement, unless the context clearly requires otherwise, the following capitalized terms have the following meanings:

(a): "Alibris Book Database" means such portion of Alibris' proprietary database of Used & Hard to Find Book information and data of and relating to Participating Dealers, including updates to the database, that conforms to the requirements set forth in this Agreement (including without limitation Exhibit B) and such other requirements as may be agreed to by the parties in writing from time to time.
(b): "Alibris Dealer" means a third party bookseller that (i) is a member of Alibris' network of booksellers, (ii) provides Alibris with information and data relating to such bookseller's inventory of saleable Used & Hard to Find Books, (iii) accepts the terms of the Alibris Seller Participation Agreement and (iv) provides Alibris with a worldwide, sub-licensable right to

*** Note: Confidential treatment has been requested with respect to the information contained within the "[***]" marking. The marked portions have been omitted from this filing and has been filed separately with the Securities and Exchange Commission.

display such information and data via the Internet in a manner contemplated by this Agreement.

(c): "Alibris Mark-Up" means an amount not to exceed the aggregate of: (a) [***] percent ([***]%) of the Participating Dealer's list price for an Used & Hard to Find Book; and (b) the applicable Shipping Mark-Up.
(d): "Alibris Seller Participation Agreement" means the agreement between Alibris and each Alibris Dealer substantially in the form attached as Exhibit D-1 (and amended from time to time in accordance with the terms therein) by which each Participating Dealer must, either electronically or manually, accept to be bound.
(e): "BNBQ Dealer Agreement" means the agreement between BNBQ and each Participating Dealer in the form attached as Exhibit D-2 (and amended from time to time in accordance with the terms therein) as supplemented by the Participating Dealer Performance Guidelines by which each Participating Dealer must, either electronically or manually, accept to be bound. Acceptance of the BNBQ Dealer Agreement is a prerequisite to any Alibris Dealer being eligible to participate in the BNBQ Dealer Direct Program.
(f): "Business Day" means a day other than a Saturday, Sunday or United States Postal Service Holiday.
(g): "Calendar Week" means the seven-day period commencing at 12:00:00 a.m. (New York time) on Monday and ending at 11:59:59 p.m. (New York time) on Sunday.
(h): "Claims" means any and all claims, counterclaims, complaints, demands, causes of action, liabilities, obligations, damages, legal fees, costs, expenses, and disbursements, including without limitation reasonable attorneys' fees and court costs, of any nature or kind, whatsoever and howsoever arising, whether known or unknown, whether in law or in equity or pursuant to contract or statute, and whether in any court of law or equity or before any arbitrator or other body, board or tribunal.
(i): "Gross Retail Price" means the price for an Used & Hard to Find Book identified in the Alibris Book Database, which will equal the aggregate of: (i) the Participating Dealer's list price for the Used & Hard to Find Book; and (ii) the Alibris Mark-Up for the Used & Hard to Find Book.
(j): "Participating Dealer Performance Guidelines" means the guidelines set forth on Exhibit E hereto, as amended from time to time, to which each Participating Dealer must conform in accordance with the BNBQ Dealer Agreement. These Participating Dealer Performance Guidelines are generally consistent with the performance requirements of third parties unaffiliated with BNBQ that list their books in the BNBQ Dealer Direct Program.
(k): "Participating Dealer" means an Alibris Dealer that accepts the terms of the BNBQ Dealer Agreement to participate in the BNBQ Dealer Direct Program in accordance with the terms of this Agreement.
(l): "Proceedings" means any and all actions, suits, proceedings, and hearings of any nature and kind in any court of law or equity or before any arbitrator or other body, board or tribunal.
(n): "Shipping Fee" means the shipping and handling fees to Alibris from BNBQ set forth in Exhibit F-2.
(o): "Shipping Mark-Up" means the mark-up for shipping and high priced books set forth in Exhibit F-5.

(m): "Shipping Allowance" means the shipping fees to Participating Dealers to from Alibris set forth in Exhibit F-3.

1.2: Interpretation. In this Agreement: (a) a reference to "this Agreement" or "herein", "hereof', "hereunder" and other similar terms refers to this Agreement as a whole, and not just to the particular provision in which those words appear; (b) headings in this Agreement are for reference only and do not define, limit or enlarge the scope or meaning of this Agreement or any of its provisions; (c) words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations, societies, and corporations; (d) words importing the singular number only include the plural and vice versa; (e) words importing any gender include all genders; (f) reference to a day, week, month, quarter or year, means a calendar day, week, month, quarter or year, unless expressly stated otherwise; and (g) references to currency are to the lawful money of the United States of America, unless expressly stated otherwise.

2. ALIBRIS BOOK DATABASE.

2.1: License Grant. Subject to the terms and conditions of this Agreement, Alibris hereby grants to BNBQ a non-exclusive, non-transferable, non-sublicensable (except to Barnesandnoble.com 11c), limited, restricted, royalty-free, worldwide license to display all or any portion of the Alibris Book Database via the BNBQ Dealer Direct Program during the Term solely in order to facilitate the sale of Used & Hard to Find Books by Participating Dealers through the BNBQ Dealer Direct Program. Without limiting the foregoing, the license granted hereunder allows BNBQ to permit users of the BNBQ Dealer Direct Program to search the Alibris Book Database to obtain information regarding specific Used & Hard to Find Books available from Participating Dealers and to order and purchase Used & Hard to Find Books directly from Participating Dealers via the BNBQ Dealer Direct Program.

2.2 Updates and Changes to Alibris Book Database.

(a): Alibris may from time to time correct any errors or inaccuracies in the Alibris Book Database of which Alibris is made aware. BNBQ will use commercially reasonable efforts to promptly implement such Alibris Book Database corrections.
(b): If Alibris requests that any portion of the Alibris Book Database be deleted, replaced or made inaccessible via the BNBQ Dealer Direct Program because such Alibris Book Database contains errors or is or could be subject to a third party Claim or Proceeding, then BNBQ will use commercially reasonable efforts to remove promptly such portion of the Alibris Book Database from the BNBQ Dealer Direct Program as soon as commercially practicable after receipt of written notice from Alibris. Alibris shall not [***] of the [***] if the sole purpose of [***] is to [***] of the [***] on an [***] to a [***] and [***] which [***] the [***] of [***] to [***] at [***] (not [***] an [***] or other [***]).

2.3: Delivery. Alibris will deliver the Alibris Book Database and updates thereto from time to time to BNBQ by password-protected file transfer protocol that conforms to BNBQ requirements set forth in Exhibit B and Exhibit C and in accordance with such other requirements as may be agreed to by the parties from time to time during the Term.
2.4: Ownership. Notwithstanding any other provision of this Agreement, except for the limited license granted in Section 2.1, Alibris owns and will at all times solely and exclusively retain all right, title and interest throughout the universe in, to and associated with the Alibris Book Database, and Alibris expressly reserves all such rights.

2.5: Book Pricing Restrictions. Unless and until the parties agree otherwise in writing, the Alibris Book Database will not include Used & Hard to Find Books with a Gross Retail Price less than $[***]. The Alibris Book Database will not include Used & Hard to Find Books with a Gross Retail Price greater than $[***] unless otherwise requested by BNBQ in writing.
2.6: Data Enhancements, Policies & Reporting. Alibris will provide further enhancements that include but are not limited to book data and policies and programs to manage data and Participating Dealer reporting as set forth on Exhibit A.

3. TRADEMARKS.

3.1: Alibris Marks. Subject to the terms and conditions of this Agreement, Alibris hereby grants to BNBQ a limited, restricted, non-exclusive, non-transferable, non-sublicensable (except to Barnesandnoble.com llc), royalty-free, revocable license to use and reproduce the trademarks, trade names, designs and logos of Alibris set forth in Exhibit I (the "Alibris Marks") during the Term solely to display, advertise, market or promote (on-line and otherwise) the availability of the Alibris Book Database on the BNBQ Dealer Direct Program, provided that all such uses and reproductions of the Alibris Marks comply with all standards and specifications communicated by Alibris in writing to BNBQ from time to time, and further provided that BNBQ submits samples of all such materials to Alibris for its prior approval, which approval shall not to be unreasonably withheld or delayed. Alibris may in its absolute discretion change, modify, or replace any Alibris Mark at any time, and, upon reasonable notice to BNBQ, BNBQ will comply with such changes, provided that any commercially unreasonable cost associated with such compliance will be borne by Alibris. BNBQ will cease using any materials containing any Alibris Mark immediately upon termination of this Agreement. BNBQ's use of the Alibris Marks will inure to the benefit of Alibris.
3.2: BNBQ Marks. BNBQ hereby grants to Alibris a limited, restricted, non-exclusive, nontransferable, non-sublicensable, royalty-free, revocable license to use and reproduce the trademarks, trade names, designs and logos of BNBQ set forth in Exhibit J (the "BNBQ Marks") during the Term solely to display, advertise, market or promote (on-line and otherwise) the availability of the Alibris Book Database on the BNBQ Dealer Direct Program, provided that all such uses and reproductions of the BNBQ Marks comply with all standards and specifications communicated by BNBQ in writing to Alibris from time to time, and further provided that Alibris submits samples of all such materials to BNBQ for its prior approval, which approval shall not to be unreasonably withheld or delayed. BNBQ may in its absolute discretion change, modify, or replace any BNBQ Mark at any time, and Alibris will comply with such changes provided that any commercially unreasonable cost associated with such compliance will be borne by BNBQ. Alibris will cease using any materials containing any BNBQ Mark immediately upon termination of this Agreement, or at any time sooner upon written request by BNBQ. Alibris' use of the BNBQ Marks will inure to the benefit of BNBQ.

3.3 Ownership and Proprietary Rights.

(a): Alibris Marks. Notwithstanding any other provision of this Agreement, except for the limited license granted in Section 3.1, Alibris owns and will at all times solely and exclusively retain all right, title and interest throughout the universe in, to and associated with the Alibris Marks, and Alibris expressly reserves all such rights. Neither BNBQ nor any other person will acquire any right, title or interest in, to or associated with the Alibris Marks under the terms of this Agreement.
(b): BNBQ Marks. Notwithstanding any other provision of this Agreement, except for the limited license granted in Section 3.2, BNBQ or its licensors owns and will at all times solely and

exclusively retain all right, title and interest throughout the universe in, to and associated with the BNBQ Marks, and BNBQ expressly reserves all such rights. Neither Alibris nor any other person will acquire any right, title or interest in, to or associated with the BNBQ Marks under the terms of this Agreement.

(c): Reservation of Rights. All rights not expressly granted under this Agreement are reserved to the parties.

4. PARTICIPATING DEALERS.

4.1: Service Commissionaire. Alibris will act as a service commissionaire for the Participating Dealers. Alibris will purchase the Services directly from BNBQ, in its own name, for the account of the Participating Dealers. The Participating Dealers are the sellers of record for items sold via the BNBQ Dealer Direct Program through the Alibris listings. Neither BNBQ nor Alibris is a party to the sale transaction between the buyer via the BNBQ Dealer Direct Program ("Buyer") and the Participating Dealer. BNBQ is not a party to any transactions between Alibris and the Participating Dealers. BNBQ is only providing the Services to Alibris, and Alibris is only acting as an intermediary in such transactions between Buyer and Participating Dealer.
4.2: Qualifications. Alibris will only allow Alibris Dealers that are members in good standing of Alibris' network of booksellers to be Participating Dealers. Alibris will neither (i) permit Participating Dealers whom Alibris considers to be disreputable or unreliable in providing Used & Hard to Find Books to participate in the BNBQ Dealer Direct Program nor (ii) allow an Alibris Dealer to be a Participating Dealer without BNBQ's prior consent.
4.3: Agreement with Participating Dealers. Alibris will require each Alibris Dealer whose Used & Hard to Find Books are to be included in the Alibris Book Database to accept the terms and conditions of the Alibris Seller Participation Agreement as supplemented by BNBQ Dealer Agreement. Such acceptance shall be a prerequisite for an Alibris Dealer to sell Used & Hard to Find Books via the BNBQ Dealer Direct Program.

4.4 Removal of Participating Dealers and Suppression of Listings.

(a)

BNBQ may in its absolute discretion terminate the participation of any Participating Dealer in the BNBQ Dealer Direct Program or remove or delete any or all of the Participating Dealer's listings of Used & Hard to Find Books from the BNBQ Dealer Direct Program if and only to the extent that:

(i): The Participating Dealer materially breaches the BNBQ Dealer Agreement or BNBQ has reason to anticipate material breach of such BNBQ Dealer Agreement;
(ii): The Participating Dealer materially breaches the Participating Dealer Performance Guidelines;
(iii): The Participating Dealer's "dealer list" prices for the Used & Hard to Find Books (i.e., the prices set by the Participating Dealer, not Alibris) are [***] to [***] in [***] to the [***] by [***] for [***] on the BNBQ Dealer Direct Program and, under [***], are not promptly [***] to a [***];
(iv): Any listing by such Participating Dealer would unreasonably expose BNBQ to unacceptable liability (e.g., such listing relates to (A) materials [***] is in [***]; (B) a potential [***] in the [***] where booksellers and their agents have certain responsibilities that [***] is [***] to [***]);

(v): Participating Dealer has had, in BNBQ's opinion, unacceptable dealings with BNBQ and/or its affiliates;
(vi): Participating Dealer has made [***] and/or its [***];
(vii): The Participating Dealer is already listing its Used & Hard to Find Books within the BNBQ Dealer Direct Program and BNBQ desires to prevent double listing by such Participating Dealer;
(viii): a BNBQ Customer or other third party commences, maintains, continues or assigns any Claim or Proceeding against the Participating Dealer, Alibris or BNBQ arising from, connected with or relating to any actual or alleged act or omission by the Participating Dealer or any person for whom the Participating Dealer is in law responsible.

(b)

Alibris may in its absolute discretion terminate the participation of any Alibris Dealer in the BNBQ Dealer Direct Program or remove or delete any or all of the Alibris Dealer's listings of Used & Hard to Find Books from the Alibris Book Database if:

(i): the Participating Dealer materially breaches any of the Alibris Seller Participation Agreement, or Alibris has reason to anticipate any such breach;
(ii): the Participating Dealer materially breaches the BNBQ Dealer Agreement (including the Performance Guidelines referenced in the BNBQ Dealer Agreement) or Alibris has reason to anticipate any such breach;
(iii): the Participating Dealer is not an Alibris Dealer in good standing;
(iv): Alibris considers, in its absolute discretion, that the Participating Dealer's listings of Used & Hard to Find Books, or any portion of such listings, may expose BNBQ or Alibris to a risk of liability;
(v): Alibris considers, in its absolute discretion, that the Participating Dealer has engaged in unacceptable conduct towards Alibris or other persons (including BNBQ, BNBQ affiliates, other Participating Dealers, or BNBQ Customers) or has made [***] or [***] [***] of [***], other [***], or Alibris has reason to anticipate any such misconduct;
(vi): the Participating Dealer lists its Used & Hard to Find Books in the BNBQ Dealer Direct Program other than through Alibris; or
(vii): a BNBQ Customer or other third party commences, maintains, continues or assigns any Claim or Proceeding against the Participating Dealer, Alibris or BNBQ arising from, connected with or relating to any actual or alleged act or omission by the Participating Dealer or any person for whom the Participating Dealer is responsible.

4.5: Under-Performing Participating Dealers. Alibris will not allow Participating Dealers who fail to maintain service levels in accordance with the Participating Dealer Performance Guidelines to continue to participate in the BNBQ Dealer Direct Program without BNBQ's prior written consent.

5. TRANSACTIONS.

5.1: Display of Alibris Book Database. BNBQ will, in whole or in part and in its sole discretion, make the Alibris Book Database available to BNBQ customers ("BNBQ Customers") via the BNBQ Dealer Direct Program to enable BNBQ Customers to order Used & Hard to Find Books from Participating Dealers.

5.2

BNBQ Customer Orders. BNBQ will accept BNBQ Customer orders ("Orders") on behalf of Participating Dealers and will promptly and electronically forward Orders and related packing slips ("Packing Slips") to Alibris for transmission to the appropriate Participating Dealers. BNBQ will not forward an Order to Alibris unless BNBQ has obtained a valid pre-authorization for payment for the Order from the BNBQ Customer's credit card provider. Packing Slips will contain the appropriate information for a Participating Dealer to fulfill an Order. A sample Packing Slip is attached hereto as Exhibit G.

5.3

Order Acceptance and Rejection. Alibris will promptly forward Orders it receives from BNBQ for the Appropriate Participating Dealer, and will send an electronic message within the Order Acceptance Period to BNBQ advising whether or not the Participating Dealer accepts or rejects the Order. Orders that are not accepted by the appropriate Participating Dealer within the Order Acceptance Period will be rejected by Alibris. Notification of these rejections will be sent to BNBQ before the end of the Order Acceptance Period. For the purposes of this Agreement, "Order Acceptance Period" means 11:00 p.m. EST on the [***] Business Day, provided that the parties may from time to time mutually agree to modify the duration of the Order Acceptance Period for all or any particular Orders.

5.4

BNBQ Customer Payments. Upon receipt of an electronic message from Alibris that an Order has been shipped by the appropriate Participating Dealer (a "Shipment Notice"), BNBQ will facilitate the process of BNBQ Customer's credit card payment for the Order.

5.5

Credit Card Charge-Backs. BNBQ will not be liable for any credit card charge-backs on credit card payments for Orders if such charge-backs are due to actual or alleged credit card fraud and if BNBQ obtained a valid pre-authorization for payment for the Order from the BNBQ Customer's credit card processor before forwarding the Order to Alibris. BNBQ will promptly advise Alibris if BNBQ receives a charge-back on a credit card payment for an Order, and will use commercially reasonable effort to assist Alibris in the cancellation of the Order and recovery of payment due for Used & Hard to Find Books delivered to the BNBQ Customer pursuant to the Order.

5.6

Order Cancellation and Rejection. Any BNBQ Customer may cancel his Order without recourse (e.g., liability for shipping or handling expenses) before Alibris electronically requests the related Packing Slips from BNBQ in accordance with Section 5.2 hereof. BNBQ will promptly send electronic messages to Alibris advising of cancellation requests received by BNBQ. BNBQ will promptly notify BNBQ Customers of Orders rejected or deemed to be rejected by the relevant Participating Dealer.

5.7

Order Shipping for Participating Dealers shipping directly to BNBQ Customers. Upon receipt of a Participating Dealer's acceptance of an Order but not earlier, Alibris will make the relevant Packing Slip available to the Participating Dealer. Participating Dealers will be solely responsible for shipping Used & Hard to Find Books directly to BNBQ Customers in accordance with one of the shipping methods set forth in Exhibit F-I as set forth in the Order.

(a): A [***] of [***] will be provided for all books shipped via Alibris' warehouse, including warehouse books, and books from US and Canadian dealers destined for non-US or Canadian BNBQ Customers. [***] will [***] be [***] to [***] and a [***]; Alibris will [***] using [***] and [***] in [***].

5.8

Returns. BNBQ Customers will be instructed to ship returns of Used & Hard to Find Books sourced through Alibris directly to Alibris' Sparks, Nevada Distribution Center. Alibris will promptly send electronic messages to BNBQ upon Alibris' receipt of Used & Hard to Find Books (without the BNBQ Customer notifying BNBQ of the return). Only when notified by a BNBQ Customer or upon receipt of a returned Used & Hard to Find Book will BNBQ promptly send an electronic message

to Alibris that a BNBQ Customer intends to return a Used & Hard to Find Book. Neither BNBQ nor Alibris will encourage BNBQ Customers to return Used & Hard to Find Books to either BNBQ or Participating Dealer, but will encourage BNBQ Customers to send returned Used & Hard to Find Books directly to Alibris' Sparks, Nevada Distribution Center. At BNBQ's option, Alibris will make available to BNBQ those packing slips included with customer returns on terms and conditions proposed by BNBQ and reasonably acceptable to Alibris.

5.9

Electronic Message and Data Exchanges. BNBQ and Alibris will establish and implement protocols for the exchange of electronic messages referenced in this Section 5 and other data and information relating to the processing of transactions (including returns and refunds).

5.10

Access to Alibris Order Processing System. Alibris will permit BNBQ to access Alibris' computerized order tracking and customer service system ("Extranet") to obtain information regarding the status of Orders and dealer contact information, such access to be in accordance with Alibris' standard security protocols as amended from time to time and such other protocols as may be agreed to by Alibris and BNBQ from time to time.

5.11

Role of the Parties in Transactions.

(a): The parties intend that all transactions regarding the purchase and sale of Used & Hard to Find Books are solely between BNBQ Customers and Participating Dealers (including Alibris where Alibris sources its own inventory via the Alibris Database). While Alibris and BNBQ facilitate transactions between Participating Dealers and BNBQ Customers, (i) BNBQ is not a party to any such transactions and (ii) Alibris is only a party in those transactions where Alibris is the actual provider of the Used & Hard to Find Book ordered by the BNBQ Customer, otherwise Alibris is not a party to any such transactions.
(b): In all transactions involving the sale of Used & Hard to Find Books to BNBQ Customers, the respective Participating Dealer or Alibris through its sale of its warehouse books shall be the retailer of record, and shall be individually and wholly responsible for any remittances due to state and local tax jurisdictions of sales, use or other transaction taxes in connection with such sales. The Participating Dealers and Alibris [***] its [***] of [***] will [***] for the [***] any [***], including [***] and [***], which may be [***] by [***] or [***] in connection with the Participating Dealer or Alibris' [***] of [***].

6. SERVICE QUALITY AND BNBQ CUSTOMER SATISFACTION.

6.1: Service Quality. The parties will act reasonably and cooperate with each other to promote continuous improvement in the quality of service provided to, and the satisfaction of, BNBQ Customers and Participating Dealers.
6.2: Service Liaisons. The parties will each appoint a contact person for regular communication with the other party regarding matters related to BNBQ Customer service and satisfaction and Participating Dealer service and satisfaction.
6.3: Alibris Reports. On the [***], Alibris will provide to BNBQ a report containing the following information regarding the performance of Participating Dealers: (a) the number of Orders received, rejected and fulfilled during the [***] by each Participating Dealer and by all Participating Dealers in total; and (b) the number of Orders received, rejected, cancelled and fulfilled since the Effective Date.
6.4: Satisfaction Guarantee. BNBQ will offer BNBQ Customers a satisfaction guarantee with respect to any Used & Hard to Find Book sold via the BNBQ Dealer Direct Program. In connection

therewith, Alibris will facilitate BNBQ's fulfillment of such satisfaction guarantee by providing refunds for returned Used & Hard to Find Books as follows:

(a)

A full refund for any Used & Hard to Find Book that:

(i): does not match the description of such Used & Hard to Find Book in the Alibris Book Database;
(ii): is not delivered to the BNBQ Customer within [***] business days from the promised shipment date, if the Used & Hard to Find Book will be shipped to an address in the United States or Canada; or
(iii): is not delivered to the BNBQ Customer within [***] business days from the promised shipment date, if the Used & Hard to Find Book will be shipped to an address outside the United States or Canada.

The refund shall include the actual amount paid by a BNBQ Customer for such Used & Hard to Find Book plus any shipping or handling costs incurred by or on behalf of such BNBQ Customer in the delivery and return of the Used & Hard to Find Book as set forth on Exhibit F-4. No refund only be payable by Alibris except to the extent that BNBQ provides reimbursement to the BNBQ Customer.

(b): A refund (excluding shipping and handling costs incurred by the BNBQ Customer) for any Used & Hard to Find Book returned by BNBQ Customer for any reason other than those described in Section 6.4(a).
(c): BNBQ will in its absolute discretion determine the resolution of any dispute between a Participating Dealer and a BNBQ Customer or Alibris regarding the basis for a refund or the amount to be refunded by the Participating Dealer to the BNBQ Customer.

6.5: Alibris BNBQ Customer Support System. Alibris will permit BNBQ to access Alibris' computerized customer service system to obtain information regarding customer service matters and to communicate regarding customer service matters with Alibris and where necessary the Participating Dealer involved in a customer service matter.

7. FINANCIAL ARRANGEMENT.

7.1: The BNBQ Transaction Fee. In consideration of facilitating the sale of Used & Hard to Find Books by Participating Dealers, BNBQ will receive from each Participating Dealer a fee calculated as fifteen percent (15%) of the Gross Retail Price for each Used & Hard to Find Book sold by the Participating Dealer via the BNBQ Dealer Direct Program (the "Transaction Fee"). For each Used & Hard to Find Book sold via the BNBQ Dealer Direct Program, BNBQ will retain the Transaction Fee from the amount collected by BNBQ from the BNBQ Customer on account of the purchase price of the Used & Hard to Find Book. BNBQ may in its discretion change the Transaction Fee amount for future Orders upon providing Alibris with no less than [***] days prior notice.
7.2: Remittances by BNBQ. For each Used & Hard to Find Book ordered through the BNBQ Dealer Direct Program and shipped by a Participating Dealer to a BNBQ Customer during any Calendar Week, BNBQ will remit to Alibris: (a) the Gross Retail Price for the Used & Hard to Find Book less the applicable Transaction Fee (such amount, the "Net Retail Amount"); plus (b) the applicable Shipping Fee; less (c) chargebacks (as described under Section 5.5) and refund paid to BNBQ Customers (as described in Section 6.4). Such remittances will be due and owing when the Used & Hard to Find Book is shipped by the Dealer to the BNBQ Customer, and will be payable by BNBQ to Alibris no later than [***] Business Days following the end of the related Calendar Week during the Term. For the purposes of this section, a Used & Hard to Find Book will be deemed to be shipped when Alibris delivers a Shipment Notice to BNBQ.

7.3

Remittances by Alibris. For each Used & Hard to Find Book purchased and sold through the BNBQ Dealer Direct Program, Alibris will remit to the appropriate Participating Dealer within [***] calendar days from the date Alibris receives the remittances from BNBQ in accordance with Section 7.2 hereof: (a) the Net Retail Amount received by Alibris from BNBQ, less the applicable deductions, [***] and fees agreed to by Alibris and the Participating Dealer (the "Dealer Remittance"), plus (b) the Shipping Allowance.

7.4

BNBQ reserves the right to [***] on the [***]. BNBQ reserves the right to [***] on the [***] of [***] BNBQ Dealer Direct Program or the Services.

7.5

Currency. All remittances, payments and calculations of funds under this Agreement will be made or calculated, as the case may be, in United States Dollars.

7.6

Alibris Mark-up. Alibris shall not modify the applicable Alibris Mark-up on any item in the Alibris Book Database more than [***] period.

(a): BNBQ acknowledges that Alibris' compliance with this Section 7.5 may have an adverse impact on Alibris' ability to comply with its obligations under Section 15.1. BNBQ will not hold Alibris to account for its obligations under Section 15.1 if Alibris' inability to comply therewith is directly attributable to Alibris' compliance with this Section 7.5.

8. REPRESENTATIONS, WARRANTIES AND COVENANTS.

8.1

Each party represents and warrants to the other that:

(a): This Agreement has been duly and validly executed and delivered and constitutes the legal, valid and binding obligation of that party, enforceable against that party in accordance with its terms.
(b): It is duly organized, validly existing and in good standing under the laws of its locality of organization, and has full corporate power and authority to execute, deliver and perform this Agreement.
(c): Its execution, delivery and performance of this Agreement will not, with or without the giving of notice, the lapse of time or both, conflict with or violate (a) any provision of law, rule or regulation to which that party is subject, (b) any order, judgment or decree applicable to or binding upon that party's assets or properties, (c) any provision of its organizational documents, or (d) any agreement or other instrument applicable to or binding upon its assets or properties.

8.2

Alibris represents, warrants and covenants to BNBQ that:

(a): The Alibris Book Database may be reproduced, used, converted into digital or other electronic media, displayed, and distributed by BNBQ as contemplated by this Agreement without violating or infringing the rights of any other person, including, without limitation, infringing any copyright, trademark or right of privacy, or any other intellectual or industrial property right, title or interest of any party, and without obligating BNBQ to pay any additional fees to third parties.
(b): Alibris has implemented all measures used in its normal business, including at a minimum commercially reasonable measures, to ensure that the Alibris Book Database does not contain any virus or any other contaminant, including but not limited to codes, commands or instructions that may be used to access, alter, delete, damage, disable, cause disruption of or otherwise interfere with BNBQ's use of the Alibris Book Databases, other software, or any BNBQ's data or information.

(c): Alibris shall provide services under this Agreement in a professional, workmanlike and efficient manner, consistent with the high industry standards.

8.3: Alibris covenants to deliver to BNBQ. (i) as soon as available, but not later than fifteen (15) days after the last day of each month, the bank certificate (the "SVB Compliance Certificate") as is required under Alibris' Loan and Security Agreement, dated June 30, 2003, as amended on July 8, 2003, and February 20, 2004 with Silicon Valley Bank (the "Alibris-SVB Agreement") indicating their material compliance with the financial covenants contained in the Alibris-SVB Agreement; and (ii) a prompt report of any legal actions pending or threatened against Alibris or any affiliate that could result in damages or costs to Alibris or any affiliate of $100,000 or more; (iii) as soon as available, but not later than 180 days after the last day of Alibris' fiscal year, audited consolidated financial statements prepared under generally accepted accounting principles, consistently applied, together with an unqualified opinion on the financial statements from Rowbotham & Company, LLP or another independent certified public accounting firm reasonably acceptable to BNBQ; (iv) as soon as available, but not later than 120 days after the last day of Alibris' fiscal year quarter, preliminary unaudited consolidated financial statements for such quarter prepared under generally accepted accounting principles, consistently applied, in a form and certified by a responsible officer acceptable to BNBQ; and (v) if Alibris is not in compliance with the reporting requirements of (iii) and (iv) above, BNBQ has the right to request Alibris' summary-level financial statements (including P&L, cash flow and balance and debt structures). on a monthly basis within 15 days of end of month until Alibris is back in compliance. The reporting requirements in this section 8.3 shall cease to apply during any period Alibris is a publicly traded company with publicly available financial reports.

9. DISCLAIMERS.

9.1: EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION.

10.1: General Indemnity. Subject to Sections 10.3 and 10.4, and except for IP Claims and Proceedings referenced in Section 10.2, each party hereto (the "Indemnifying Party") will defend, indemnify, save and hold harmless the other party (the "Indemnified Party") and its past, present and future officers, directors, employees, agents, representatives, affiliates, distributors, franchisees successors, permitted assigns, and related persons (collectively "Related Parties") from and against any and all third party Claims and Proceedings directly or indirectly arising from, connected with or relating to any material breach of this Agreement by the Indemnifying Party.
10.2: IP Claims and Proceedings. Subject to Sections 10.3 and 10.4, each Indemnifying Party will defend, indemnify, and save and hold the Indemnified Party and its Related Parties harmless from and against any and all third party Claims and Proceedings directly or indirectly arising from, connected with or relating to any and all actual or alleged infringement of any patent, copyright, intellectual or industrial property right or any other similar right (including, but not limited to, misappropriation of trade secrets) based on any deliverables, information, materials or services provided to the other party hereto by the Indemnifying Party pursuant to this Agreement (collectively "IP Claims and Proceedings"). The Indemnifying Party will give prompt written notice to the other party hereto of any threat, warning or notice of any IP Claim or Proceeding that could have an adverse impact on an Indemnified Party or its Related Parties.

10.3: [***]. Without limiting the foregoing, Alibris will defend, indemnify, save and hold harmless BNBQ and its Related Parties from and against any and all [***] imposed by relevant [***] and other related [***] or [***], if any, [***] in connection with the participation of [***] in the BNBQ Dealer Direct Program.
10.4: Indemnity Procedure. The Indemnifying Party's obligations regarding Claims and Proceedings and IP Claims and Proceeding under Sections 10.1, 10.2, or 10.3 are conditional upon the Indemnified Party: (a) giving the Indemnifying Party prompt notice of the Claim or Proceeding; (b) and its Related Party granting control of the defense and settlement of the Claim or Proceeding to the Indemnifying Party (provided that a Claim or Proceeding will not be settled without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed); and (c) and its Related Party reasonably co-operating with the Indemnifying Party regarding the defense and settlement of the Claim or Proceeding. Notwithstanding anything contained in this Agreement to the contrary, the Indemnified Party retains the right to participate in the defense of and settlement negotiations relating to any Claim or Proceeding or IP Claim or Proceeding with counsel of its own selection at its sole cost and expense.
10.5: Mutual Indemnity. If any Claim or Proceeding or IP Claim or Proceeding gives rise to an indemnity obligation by both parties pursuant to Sections 10.1 or 10.2, the liability of each party to indemnify the other will be apportioned and offset in proportion to the responsibility of each party for the matter giving rise to that Claim or Proceeding or IP Claim or Proceeding.

11. EXCLUSION AND LIMITATION OF LIABILITY.

11.1: EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS OR LOST REVENUES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
11.2: EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 AND THE REMITTANCE AND PAYMENT OBLIGATIONS SET FORTH IN SECTIONS 7.2 AND 7.3, THE AGGREGATE LIABILITY OF THE ANY PARTY HEREUNDER TO THE OTHER ARISING UNDER THIS AGREEMENT FROM ANY AND ALL OTHER CAUSE OR CAUSES AND REGARDLESS OF THE THEORY OF LAW OR EQUITY (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, CONDITION, WARRANTY, OR GUARANTEE, NEGLIGENCE, STRICT LIABILITY, AND STATUTORY LIABILITY) WILL NOT EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000), AND EACH PARTY HEREBY RELEASES THE OTHER PARTY FROM ANY AND ALL CLAIMS AND PROCEEDINGS IN EXCESS OF THIS LIMITATION.

12. TERM & TERMINATION.

12.1: Term. This Agreement will take effect upon the Effective Date and expire 11:59 pm, EST, on January 31, 2005 (such period, including any renewal period as provided herein, the "Term") unless earlier terminated in accordance with this Agreement. This Agreement may be renewed for an additional one year periods only upon mutual written agreement of both BNBQ and Alibris.
12.2: Termination for Cause by Either Party. Either party (the "Non-Breaching Party") may terminate this Agreement in the event that other party (the "Breaching Party") does not cure any material breach of any provision of this Agreement within thirty (30) days of receiving written notice of such breach from the Non-Breaching Party (the "Default Notice").

12.3: Termination for Cause by BNBQ. Notwithstanding any other provision of this Agreement, BNBQ may in its sole discretion terminate this Agreement for cause effective immediately upon delivery of notice of termination to Alibris if: (i) Alibris is or becomes legally or beneficially controlled by [***]; (ii) any court or government authority (including without limitation any taxation authority) disputes the characterization of the role of either Alibris or BNBQ regarding the purchase and sale of Used & Hard to Find Books as set forth in Section 5.11; (iii) if Alibris is not in material compliance with any financial covenants of the Alibris-SVB Agreement during any period Alibris is not a publicly traded company with publicly available financial reports; or (iv) if the Alibris-SVB Agreement is outstanding, if a material adverse change in the business, operations, or condition (financial or otherwise) of Alibris as defined in the Alibris-SVB Agreement; during any period Alibris is not a publicly traded company with publicly available financial reports or (v) BNBQ ceases to be engaged in the business of selling Used & Hard to Find Books
12.4: Termination for Cause by Alibris. Notwithstanding any other provision of this Agreement, Alibris may in its sole discretion terminate this Agreement for cause effective immediately upon delivery of notice of termination to BNBQ if: (i) BNBQ is or becomes legally or beneficially controlled by [***] (including its successors in interest); (ii) any court or government authority (including without limitation any taxation authority) disputes the characterization of the role of either Alibris or BNBQ regarding the purchase and sale of Used & Hard to Find Books as set forth in Section 5.11; or (iii) BNBQ gives notice to Alibris [***] of BNBQ's intention to [***] the [***].
12.5: Termination for Insolvency Event. Either party may in its absolute discretion terminate this Agreement for cause immediately upon delivery of notice to the other party: (i) upon the institution by the other party of proceedings to be adjudicated a bankrupt or insolvent, or the consent by the other party to institution of bankruptcy or insolvency proceedings against it or the filing by the other party of a petition or answer or consent seeking reorganization or release under the Federal Bankruptcy Code or any other applicable law, or the consent by the other party to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee, or other similar official of the other party or of any substantial part of its property, or the making by the other party of an assignment for the benefit of creditors, or the admission in writing by the other party of an assignment for the benefit of creditors, or the admission in writing by the other party of its inability to pay its debts generally as they become due or the taking of corporate action by the other party in furtherance of any such actions; (ii) if, within 60 days after the commencement of an action against the other party seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future law or regulation, such action will not have been dismissed or all orders or proceedings thereunder affecting the operations or the business of the other party stayed, or if the stay of any such order or proceeding will thereafter be set aside; or if, within 60 days after the appointment without the consent or acquiescence of the other party of any trustee, receiver or liquidator or similar official of the other party, or of all or any substantial part of the property of the other party, such appointment will not have been vacated.
12.6: Effect of Termination. Notwithstanding any other provision of this Agreement, the parties will use commercially reasonable efforts to complete all transactions relating to Orders for which Alibris delivered a Shipment Notice to BNBQ prior to the termination of this Agreement. Subject to the foregoing, immediately upon termination of this Agreement: (a) all rights and licenses granted to BNBQ by Alibris or to Alibris by BNBQ hereunder will terminate automatically; (b) BNBQ will cease using the Alibris Book Database and remove the Alibris Book Database from the BNBQ Dealer Direct Program; and (c) the parties shall use commercially reasonable efforts to cancel all Orders for which Alibris has not delivered a Shipment Notice to BNBQ.

12.7

BNBQ Holdbacks.

(a): U.S./Can. Holdback. Upon termination of this Agreement by either party, BNBQ may create a holdback fund (the "U.S./Can. Holdback Fund") from any amounts remittable or payable to Alibris or any Participating Dealer under this Agreement as a reserve for any refunds that may be payable by BNBQ to BNBQ Customers in the United States or Canada subsequent to the termination of this Agreement. The U.S./Can. Holdback Fund will be an amount equal to the total amount of refunds paid by BNBQ to BNBQ Customers with a delivery address in the United States or Canada ("U.S./Can. BNBQ Customers") for returned Used & Hard to Find Books during the forty-five (45) day period immediately preceding the termination of this Agreement. Immediately upon the expiration of a forty-five (45) day period following the termination of this Agreement (the "U.S./Can. Holdback Period"): (i) BNBQ will provide Alibris with details of all refund payments made by BNBQ to U.S./Can. BNBQ Customers during the Holdback Period; (ii) BNBQ will remit to Alibris any balance remaining of the U.S./Can. Holdback; and (c) if the total amount of refunds paid by BNBQ to U.S./Can. BNBQ Customers during the U.S./Can. Holdback Period exceeds the amount of the U.S./Can. Holdback, Alibris will, on behalf of the applicable Participating Dealers, remit the deficiency to BNBQ within thirty (30) days after the end of the U.S./Can. Holdback Period.
(b): World Holdback. Upon termination of this Agreement by either party, BNBQ may create a holdback fund (the "World Holdback Fund") from any amounts remittable or payable to Alibris or any Participating Dealer under this Agreement as a reserve for any refunds that may be payable by BNBQ to BNBQ Customers outside the United States and Canada subsequent to the termination of this Agreement. The World Holdback Fund will be an amount equal to the total amount of refunds paid by BNBQ to BNBQ Customers with a delivery address outside the United States and Canada ("World BNBQ Customers") for returned Used & Hard to Find Books during the forty-five (45) day period immediately preceding the termination of this Agreement. Immediately upon the expiration of a ninety (90) day period following the termination of this Agreement (the "World Holdback Period"): (i) BNBQ will provide Alibris with details of all refund payments made by BNBQ to World BNBQ Customers during the World Holdback Period; (ii) BNBQ will remit to Alibris any balance remaining of the World Holdback; and (c) if the total amount of refunds paid by BNBQ to World BNBQ Customers during the World Holdback Period exceeds the amount of the World Holdback, Alibris will, on behalf of the applicable Participating Dealers, remit the deficiency to BNBQ within thirty (30) days after the end of the World Holdback Period.

12.8

Survival. Notwithstanding any other provision of this Agreement, the following provisions of this Agreement, and all other provisions necessary to their interpretation or enforcement, will survive indefinitely after the termination of this Agreement and will remain in full force and effect and be binding upon the parties as applicable: Section 2.4; Section 3.3; Section 5.5; Section 5.6; Section 5.8; Section 6.4; Section 7; Sections 8 through 11; Section 12.7; Section 12.9; and Sections 13 through 15.

13. RECORDS AND AUDITS; SECURITY.

13.1: Records. During the Term and for three (3) years after the end of the Term, each party will use commercially reasonable efforts to create and maintain all usual and proper records and books of account relating to this Agreement and the performance of their obligations under this Agreement, including without limitation all sales of Used & Hard to Find Books made by Participating Dealers through the BNBQ Dealer Direct Program.
13.2: Audit by BNBQ. If BNBQ is subject to a third party claim relating to a failure by Alibris to pay a Participating Dealer and Alibris fails, upon request, to provide satisfactory records to demonstrate

such payments were made BNBQ may cause an audit or inspection to be made of Alibris' books, records and facilities regarding Alibris' payments to such Participating Dealer, provided that the audit or inspection will be conducted by an independent auditing firm selected and engaged by BNBQ, on not less than five (5) days prior notice, during normal business hours, and in such a manner as not to interfere unreasonably with the operations of Alibris' business. BNBQ will not conduct any such audit or inspection more than once in any twelve (12) month period. BNBQ will bear the costs of such independent auditing firm unless either of the following occurs in which case Alibris shall reimburse BNBQ for the costs of such auditing firm and shall, as the case may be, immediately remit corrective payments to applicable Participating Dealers or immediately cure, in not less than five (5) business days, Alibris' breach of its obligations under Section 7.3 if such audit or inspection reveals a deficiency of five percent (5%) or more in the payments made by Alibris to any Participating Dealer individually or collectively.

13.3: Security; Disaster Recovery. With respect to certain "personally identifiable information" that may be remitted to Alibris from time to time under this Agreement, Alibris shall maintain and enforce safety and physical security procedures that comply with the security requirements set forth on Exhibit H. Furthermore, Alibris shall implement a disaster recovery plan in accordance with the requirements set forth on Exhibit H.

14. CONFIDENTIAL INFORMATION.

14.1: Handling of Confidential Information. Each party will regard and preserve as confidential all information related to the business and activities of the other party and their respective affiliates, and each of their respective clients, customers, suppliers and other entities with whom they do business, including without limitation customer data, financial information, IP addresses, usernames and passwords, and specifications, that may be disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") pursuant to this Agreement ("Confidential Information") and will use such Confidential Information only during the Term and only as necessary to perform its obligations under this Agreement. The Receiving Party will hold such Confidential Information in trust and confidence for the Disclosing Party and will not to disclose such Confidential Information to any person, firm or enterprise (other than the Receiving Party's employees and agents) or use (directly or indirectly) any such Confidential Information for its own benefit or the benefit of any other party except as expressly permitted by this Agreement or otherwise authorized in writing by the Disclosing Party. Furthermore, any disclosure of such Confidential Information by the Receiving Party to its employees and agents will be on a "need to know" basis only.
14.2: House Files. Without limiting the generality of the foregoing, the Receiving Party will not permanently enhance its own, or any third party's, in-house lists, databases, or files (collectively "House Files") by using names, addresses, or other information, whether specified or inferred, obtained from the Disclosing Party's Confidential Information.
14.3: Non-Confidential Information. Except for the Alibris Book Database, information will not be considered to be "Confidential Information" to the extent, but only to the extent, that such information is: (i) already known to Receiving Party free of any restriction at the time it is obtained from the Disclosing Party; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement or any agreement with such third party; (iii) becomes publicly available through no wrongful act of the Receiving Party; or (iv) independently developed by the Receiving Party without reference to any Confidential Information.
14.4: Legal Disclosure. A Receiving Party may disclose Confidential Information to the extent such disclosure is required by a valid order of a court or governmental body of competent jurisdiction and authority or by applicable law, provided that before making any such disclosure of

Confidential Information the Receiving Party promptly notifies the Disclosing Party of required disclosure so that such Disclosing Party may seek to avoid or minimize the required disclosure and/or to obtain an appropriate protective order or other appropriate relief to ensure that any information so disclosed is maintained in confidence to the maximum extent possible by the agency or other person receiving the disclosure, or, in the discretion of such Disclosing Party, to waive compliance with the provisions of this Agreement. The Receiving Party will use its reasonable efforts, in cooperation with the Disclosing Party or otherwise, to avoid or minimize the required disclosure and/or to obtain such protective order or other relief. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is compelled to disclose the Confidential Information or else stand liable for contempt or suffer other sanction, censure or penalty, such Receiving Party will disclose only so much of the Confidential Information to the party compelling disclosure as it believes in good faith on the basis of advice of counsel is required by law. Such Receiving Party will give the Disclosing Party prior notice of the Confidential Information it believes it is required to disclose.

14.5: Confidentiality of this Agreement. The provisions of this Agreement are the Confidential Information of each party, and will not be disclosed to any third party without the prior written consent of both parties, which consent will not be unreasonably withheld.
14.6: Injunctive Relief. Each Receiving Party acknowledges and agrees that, in the event of a breach or threatened breach of any of the foregoing provisions, the Disclosing Party will have no adequate remedy in damages and, accordingly, shall be entitled to injunctive relief against such breach or threatened breach; provided, however, that no specification of a particular legal or equitable remedy shall be construed as a waiver, prohibition or limitation of any legal or equitable remedies in the event of a breach hereof.

15. GENERAL.

15.1: [***]. Alibris agrees to treat [***]. Subject to Section 7.5 hereof, the financial terms and conditions provided to BNBQ hereunder with respect to the sale of Used & Hard to Find Books on a [***] shall be [***] the [***] and [***] by [***] to [***] of [***] including, without limitation, [***] or [***], provided that the [***] and the [***] provided hereunder are [***] to [***] of [***].
15.2: Cumulative Remedies. Except as expressly set forth in this Agreement, the parties' respective rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies to which the parties may be lawfully entitled under this Agreement or at law or equity, and the parties will be entitled to pursue any and all of their respective rights and remedies concurrently, consecutively and alternatively.
15.3: Force Majeure. Notwithstanding any other provision of this Agreement, neither party will be liable to the other party for any delay in performing or failure to perform any of its obligations under this Agreement to the extent performance is delayed or prevented due to Force Majeure. "Force Majeure" shall mean causes that are beyond the reasonable control of the party claiming Force Majeure and that could not have been avoided or prevented by reasonable foresight, planning or implementation by the party claiming Force Majeure, including without limitation: (a) any act of God, fire, explosion, lightning, storm, flood, earthquake, or accident; (b) war, terrorism, hostilities, civil war, insurrection, riot, civil unrest, commotion or acts of a public enemy; (c) labor shortages, strikes, lock-outs, or other labor, industrial or trade action, disputes, disruption or disturbances (whether involving its employees or those of any other person); (d) theft, sabotage, malicious damage, fraud, epidemic, or quarantine restrictions; or (e) failure, malfunction or

unavailability of power, telecommunications, data communications, or related services. Any delay or failure of this kind will not be deemed to be a breach of this Agreement and the time for performance of the affected obligation will be extended by a period that is reasonable in the circumstances. A party claiming the benefit of this clause will use reasonable efforts to mitigate the effect of any of the events or circumstances referred to above and will promptly advise the other party of the date by which its performance may reasonably be expected to resume.

15.4: Notices. Except for the electronic messages referenced in Section 5, all notices, consents, requests, instructions, approvals, and other communications made, required or permitted hereunder (each herein, a "Notice") will be given in writing and delivered to the receiving party to its respective address set forth below (i) by personal delivery to the individual identified below, (ii) by certified or registered mail (return receipt requested), or (iii) by a nationally recognized courier. The effective date of such Notice will be deemed to be the date upon which any such Notice is personally received by or on behalf of the addressee. Any party hereto may change its address set forth below by written notice to the other party hereto in accordance with the terms of this Section. If the Notice is to BNBQ it must be addressed to Barnes & Noble BookQuest LLC, 76 Ninth Avenue, New York, New York 10011, Attention: Anthony Astarita, President. If the Notice is to Alibris, it must be addressed to the person signing on behalf of Alibris below at the address set forth above.
15.5: Advertising or Publicity. Except as otherwise expressly provided herein, neither party will use the name or marks of the other party, or refer to or identify the other party, in advertising or publicity releases, promotional or marketing correspondence to others without the other party's prior written consent, which consent will not be unreasonably withheld.
15.6: Assignment. Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld, and any such attempted assignment will be void; provided that the consent of BNBQ shall not be required for any assignment or transfer deemed to have occurred in connection with the reincorporation of Alibris into the State of Delaware through the merger of Alibris with and into a wholly-owned subsidiary of Alibris ("Sub"), with Sub as the surviving corporation to the merger..
15.7: Governing Law; Jurisdiction. In all respects this Agreement will be governed by the substantive laws of the State of New York without regard to conflict of law principles. The parties agree that they subject themselves to the exclusive jurisdiction of the courts of New York, New York. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
15.8: Non-Binding Mediation. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules before resorting to litigation, or some other dispute resolution procedure.
15.9: Modification, Amendment, Supplement And Waiver. No modification, course of conduct, amendment, supplement to or waiver of this Agreement (including referenced exhibits and attachments hereto) or any provisions hereof will be binding upon the parties unless made in writing and duly signed by both parties. At no time will any failure or delay by either party in enforcing any provisions, exercising any option, or requiring performance of any provisions, be construed to be a waiver of same.

15.10: Relationship of Parties. Neither party describe or register itself as, the legal representative, joint venturer, partner or employee of the other party for any purpose whatsoever. Neither party will have or purport to have any power or authority to assume or create any contract, agreement, warranty or representation or to create any obligation, express or implied, on behalf of the other party. The relationship between the parties is non-exclusive.
15.11: Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or invalid for any reason, this Agreement will continue in full force and effect without such provision; provided that no such severability will be effective if it materially and adversely changes the economic impact of this Agreement on either party.
15.12: Further Assurances. Each of the parties will execute any further documents and do any further acts or things that may be necessary to implement and carry out the intent of this Agreement.
15.13: Inurement. This Agreement will inure to the benefit of and be binding upon each of the parties and their respective successors and permitted assigns.
15.14: Exhibits. The following Exhibits are attached hereto and incorporated herein by reference:

(i)	Exhibit A	Data Enhancements, Policies and Reporting
(ii)	Exhibit B	Alibris Book Database Requirements
(iii)	Exhibit C	BNBQ Data Transfer Requirements
(iv)	Exhibit D-1	Alibris Seller Participation Agreement
(v)	Exhibit D-2	BNBQ Dealer Agreement
(vi)	Exhibit E	Participating Dealer Performance Guidelines
(vii)	Exhibit F-1	Shipping Time Requirements
(viii)	Exhibit F-2	Shipping Fee
(ix)	Exhibit F-3	Shipping Allowance
(x)	Exhibit F-4	Shipping Reimbursements
(xi)	Exhibit F-5	Alibris Shipping Mark-up
(xii)	Exhibit G	Sample Packing Slip
(xiii)	Exhibit H	Security and Disaster Recovery Requirements
(xiv)	Exhibit I	Alibris Marks
(xv)	Exhibit J	BNBQ Marks.

15.15: Entire Agreement. This Agreement, including the referenced exhibits, schedules and attachments, sets forth the entire agreement of the parties with respect to the subject matter for the Term hereof and supersedes any and all previous communications, representations, negotiations, discussions, agreements, promises, proposals, representations, understandings and negotiations, whether oral or written, between them with respect to the subject matter of this Agreement. The foregoing is not intended to supercede the rights, obligations and liabilities of the Parties under the Old DDP Agreement. The Old DDP shall apply to all Orders received by Alibris prior to the Effective Date and that this Agreement shall apply to all Orders received by Alibris on or after the Effective Date. Notwithstanding Section 12.6 of the Old DDP Agreement, neither party shall cancel any Orders placed under the Old DDP Agreement. The parties agree that upon termination of the Old DDP Agreement, (i) BNBQ shall not be required to cease use of the Alibris Book Database or the Alibris Marks, and (ii) Alibris shall not be required to cease use of the BNBQ Marks, provided that BNBQ's use of the Alibris Book Database and Alibris Marks and Alibris' use of the BNBQ Marks on or after the Effective Date shall be subject to the terms and conditions of this Agreement. The parties further agree that Section 12.7 of the Old DDP Agreement shall not apply upon termination of the Old DDP Agreement.

15.16: Counterparts. This Agreement may be executed in any number of counterparts, each of which will constitute an original, but all of which together will constitute one instrument notwithstanding that all parties are not signatories to the same counterparts.

IN WITNESS WHEREOF, Alibris and BNBQ, intending to be legally bound by the terms of this Agreement, have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

BARNES & NOBLE BOOKQUEST LLC
By:		/s/ Anthony Astarita
Name:		Anthony Astarita
Title:		President
Date:		4/19/02
ALIBRIS
By:		/s/ Martin Manley
Name:		Martin Manley
Title:		President & CEO
Date:		4/19/02

EXHIBIT A
DATA ENHANCEMENTS, POLICIES & REPORTING

Further enhancements to book data and policies and programs to manage data and Participating Dealer reporting.

•

EANs are considered unique identifiers. Individual EANs cannot be shared and reused for different books.

•

Alibris will implement process monitoring, reporting and corrective action activities that will include:

•: Reducing the resending of records that have not changed
•: Monitoring and counseling Participating Dealers with excessive uploads
•: Monitoring and counseling Participating Dealers with high title counts relative to actual sales, including controlling purges and refreshes
•: Monitoring use of EANs and counseling and/or taking corrective action with Participating Dealers who reuse EANs

•

Alibris is to provide BNBQ with monthly metrics on the performance of its Participating Dealers. These should include:

•: Monthly reports detailing number of order received, rejected and fulfilled by each Participating Dealer in program.
•: Monthly reports detailing total Alibris orders over time, # of books rejected over time, # of books cancelled overtime.
•: Metrics should be provided on the second Monday of each month.

•

Alibris and BNBQ will use commercially effort to increase number of records with ISBNs over time.

EXHIBIT B
ALIBRIS BOOK DATABASE REQUIREMENTS

[***]—an [***]

All [***] in a [***]. Any [***] be [***], with the [***] of [***] the [***] for that [***].

[***] will be [***], including [***]. This will [***] of the [***] to [***] across the [***] when [***] are [***] or [***] from the [***].

Every file will have [***] and [***] for [***].

Samples:

Header Record	Data Records	Trailer Record
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
	[***]	[***]
	[***]
	[***]
	[***]
	[***]
	[***]
	[***]
	[***]
	[***]
	[***]
	[***]
	[***]

[***]

[***] and [***] are [***] for [***]. [***] are [***] a [***] (i.e. a [***]). For [***] and [***] are [***] to [***]—there will be [***] of [***], nor will a [***]. [***]

Code	Name	Type	Desc
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

* Note: Confidential treatment has been requested with respect to the information contained within the "[*]" marking. The marked portions have been omitted from this filing and has been filed separately with the Securities and Exchange Commission.
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

[***]

Code	Name	Type	Desc
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

[***]

Code	Name	Type	Desc
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

*: The [***] for these [***] can [***]. Each [***] should [***] with the [***]. The [***], without any [***].

EXHIBIT C
BNBQ DATA TRANSFER REQUIREMENTS

[***]

[***] and [***] are [***] for [***]. [***] are [***] a [***] (i.e. a [***]). For [***] and [***] are [***] to [***]—there will [***] of [***], nor will a [***].

[***]

Code	Name	Type	Desc
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

[***]

Code	Name	Type	Desc
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

[***]

Code	Name	Type	Desc
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

Note: In the event [***] to [***], Alibris will [***] for [***]

EXHIBIT D-1
ALIBRIS SELLER PARTICIPATION AGREEMENT

This Seller Participation Agreement ("SPA") governs your access to and use of www.alibris.com, (the "Site") and the Alibris selling services operated through the Site and through Alibris' Business Partners (the "Services"). The Services include sales through use of the Site, any other Alibris websites, and the websites of any Alibris business partners including but not limited to Amazon.com, Barnes&Noble Bookquest, Books-A-Million, Borders, eBay/Half.com, Indigo/Chapters, and Ingram ("Alibris Business Partners"). You must read, agree with and accept all of the terms and conditions of this SPA and the Alibris Policies and Procedures located at Policies and Procedures, incorporated herein by reference, before you become an Alibris Seller. If you do not accept these terms and conditions, then you should not use the Services. We may change the SPA occasionally, so please check this page periodically to ensure that you are aware of any changes. Changes will be effective when posted on the Seller Hub part of the Site and will be posted there for thirty (30) days. Your continued use of the Services means you have accepted the revised SPA. If you don't agree with the changes made, do not continue to use the Services. The list of Alibris Business Partners may also change from time to time, and we may at any time modify or discontinue the Services, temporarily or permanently, with or without notice, or liability to you. We have no obligation to monitor your access to and use of the Services, but we do have the right to do so, to ensure your compliance with the SPA, applicable laws or orders of a court, or other government body.

1.: Who Can Sell:

You must be able to lawfully enter into and form contracts under applicable law, to become an Alibris Seller. Unfortunately, you cannot be an Alibris Seller if you are a minor. When registering to use the Services you agree that the registration information you provide, including your name, address, phone number, e-mail address and payments information are true, accurate, current and complete. Within 90 days of becoming a Seller, you agree to upload, via one of Alibris' upload methods, and maintain a minimum of 500 sale items online, provided however, if a part of the Site dedicated for sale of a particular category of items is launched, you agree to upload a minimum of 500 of such category of items within 90 days of the launch of the dedicated part of the Site. Additionally, you agree to fill a minimum of 80% of orders placed with you through Alibris or its Business Partners.

2.: Items for Sale:

As a Seller, you warrant that the items you post for sale, and any related information will not: (i) be counterfeit, stolen, illegal or fraudulent, (ii) be obscene or contain pornography, (iii) be defamatory or trade libelous, unlawfully threatening or harassing, (iv) infringe any third party's copyright or other proprietary rights, or (v) contain any viruses, Trojan horses or other computer programming routines that may damage or interfere with the Services. Books that are moldy, badly stained, or unclean, are incomplete or have obscured text, and paperbacks without covers, should not be listed for sale unless specifically described as such. Books that are distributed for promotional use, including advance reading copies, uncorrected proof copies (until published) and photographed materials or unauthorized reprints should not be listed for sale. Movies or music that are moldy, badly stained or unclean, or scratched or patched tapes, CDs or vinyl should not be listed for sale unless specifically described as such. Movies or music that are incomplete or dist