FORM OF NON-COMPETITION AGREEMENTS

EXHIBIT 10.15

FORM OF

NONCOMPETITION AGREEMENT





This NONCOMPETITION AGREEMENT (this "Agreement"), dated as of July 10, 1998, is between ,an individual ("Employee"), and Rowe.com Inc., a Delaware corporation (the "Company").



PRELIMINARY STATEMENTS:



A. The Company and its affiliates are in the business of electronic

commerce transactions involving the sale of periodicals, research

reports and subscriptions of such materials (the "Business");



B. The Company is issuing shares of its Class B Preferred Shares, $. par

value, at a price of $ per share to certain investors (the

"Investors") pursuant to a stock Purchase Agreement dated as of May 4,

1998 (the " Stock Purchase Agreement").



C. Employee is an employee of the Company, owning ____% of the Company's

capital stock prior to the Investors' investment in the Company on a

fully- diluted basis.



D. One of the conditions to the investment by the Investor is the

execution of this Agreement by Employee.



NOW, THEREFORE, in consideration and as a condition of Employee's employment by the company, the investment by the Investors under the Stock Purchase Agreement, and the mutual covenants and agreement contained herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, parties hereto agree as follows:



1) DEFINITIONS. The following terms, when capitalized, shall have the meanings set forth below:



BOARD- shall mean the Board of Directors of the Company.



BUSINESS- shall have the meaning provided in the Recitals to this



CAUSE- shall mean (I) any act or acts by Employee resulting directly or

indirectly in, or intended to result directly or indirectly in, material

gain or personal enrichment to Employee or any third party at the expense

of the Company; (ii) the willful, wanton or reckless failure by Employee to

properly perform his duties with the Company (other than any such failure

resulting from incapacity due to mental or physical illness); (iii)

Employee's indictment for a felony or (iv) Employee's breach of Section 5

or Section 6 of this Agreement. Employee's employment shall in no event be

considered to have been terminated by the Company for cause if such

termination took place as the result of bad judgement or ordinary



CONFIDENTIAL INFORMATION- shall mean information that, although not a Trade

Secret, is not generally known and includes, but is not limited to, sales

and marketing information, customer account records, training and

operations materials and memoranda, personnel records, pricing and

financial information relating to the business, accounts, customers,

employees and affairs of the Company or of its affiliates; any information

marked "Confidential" by the Company or by its affiliates; and any other

similar information that is not a Trade Secret.



GOOD REASON- shall mean Employee's duties are Negatively Altered.



NEGATIVELY ALTERED- shall mean if any of the following shall occur without

Employee's express written consent: (i) the assignment to Employee of any

duties materially inconsistent with Employee's position, duties,

responsibilities and status with the Company (other than promotions) or a

material adverse change





in Employee to move his residence more than 100 miles; or (iii) the failure

by the Company to continue to provide Employee with employee benefits that

are comparable to employees of a similar status.



NONCOMPETITION PERIOD- shall mean the period of time consisting of the term

of Employee's employment with the Company and a period of twelve (12)

months following the termination of Employee's employment hereunder for any

reason by the Company or by Employee.



SERVICES- shall have the meaning described in Section 2.



TERRITORY- shall mean the United States, Canada and in any other country

where the Company has generated revenue.



TRADE SECRET- shall mean (i) any scientific or technical information,

program, software, design, process, procedure, formula, invention or

improvement that is secret and of value and (ii) information including, but

not limited to, technical or nontechnical data, formula patterns,

compilations, programs, software, devices, methods, techniques, drawings,

processes, financial data and lists of actual or potential customers which

the Company or its affiliates takes reasonable efforts to protect from



2) EMPLOYMENT AT WILL. Employee shall continue to be employed by the Company on

an " at will" basis and Employee's employment shall continue for such time as

the Company is in need of, or desirous of, the services of Employee. It is

expressly understood and agreed between the Company and Employee that the

duration of Employee's employment is unspecified and results in the sole

discretion of the Company.



3) DUTIES. Employee shall devote his full business time and efforts solely to

the business and interest of the Company. During the term of this Agreement,

Employee shall not engage in any activity which would be inconsistent with

such duties or with the objectives and business of the Company and shall

diligently perform his obligations and discharge his duties under this

Agreement. Employee shall adhere to all ethical practices and other rules and

regulations established by the Company.

4) SEVERANCE.

(A) If (i) the Company terminates Employee's employment with the

Company for any reason other than Cause or (ii) Employee voluntarily

terminates his employment with the Company for Good Reason, the

Company shall pay Employee during each month of the Noncompetition

Period and amount equal to two-thirds of Employee's monthly salary in

effect at the time of such termination; provided, however, that the

Company may elect not to make severance payments to Employee or to

cease making such severance payments at any time during the

Noncompetition Period, in which event Employee's obligations under

Section 5 shall terminate. If employee is employed by a third party

after the termination of his employment with the Company and prior to

the end of the Noncompetition Period, the Company shall be entitled to

deduct from Employee's monthly severance payments an amount equal to

Employee's monthly salary (including all other cash compensation)

received from such third party employer.
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