NETWORK COMMERCE INC
10.2 AMENDMENT (JA)
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>jaamend.txt
<DESCRIPTION>10.2 AMENDMENT (JA)
<TEXT>

Exhibit 10.2


                        AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment to Employment  Agreement is entered into as of March 6, 2001
by and  between  Network  Commerce  Inc.  ("Network  Commerce")  and Joe  Edward
Arciniega ("Employee" or "you").

     Network  Commerce and  Employee  entered  into an  employment  agreement by
letter dated May 23, 2000 (the  "Employment  Agreement").  Network  Commerce and
Employee  desire to amend  the  Employment  Agreement  in the  manner  described
herein.

     NOW,  THEREFORE,  for valuable  consideration,  the parties  agree that the
Employment Agreement is hereby amended as follows:

     1. The following paragraph set forth in the Employment  Agreement is hereby
deleted and shall have no further force or effect:

     "If you voluntarily  resign from Network Commerce,  Inc., Network Commerce,
Inc.  shall pay you six months of salary,  plus  continue  all  benefits for six
months."

     In its place, the following paragraph is added to the Employment  Agreement
to read as follows:

     "In lieu of paying  you six  months of salary in the event you  voluntarily
terminate your employment with Network Commerce,  Network Commerce shall pay you
the sum of $212,000.00 upon execution of this Amendment.  Network Commerce shall
also  continue your  benefits for six months  following  the  effective  date of
termination."

     2. The following paragraph set forth in the Employment  Agreement is hereby
amended in its entirety to read as follows:

     "If  Network  Commerce  terminates  you (for a  reason  other  than  Cause,
disability  or death),  breaches  this  agreement  (and fails to correct  breach
within 30 days of notice),  or causes you to resign by materially  reducing your
compensation,  changing your job title without your consent, materially reducing
your job  responsibilities,  changes your  reporting  directly to the Chairman &
CEO,  changes your stature,  or requires  that you relocate  outside the greater
Seattle area,  Network  Commerce  shall continue to pay your salary for 6 months
from termination. Network Commerce shall also pay you the pro rata share of your
guaranteed  bonus  for 12 months  from  termination,  continue  to  provide  all
benefits for 12 months and all unvested options granted to you shall immediately
vest. Cause means  intentional  misconduct that has a material adverse effect on
Network  Commerce Inc.  Misconduct  by you will be considered  Cause only if you
have received  written notice from the Network  Commerce Board of the misconduct
and you have not cured the misconduct within 15 business days of your receipt of
the notice.

     3. Nothing in this Amendment is intended to cancel or otherwise  modify the
payments  to be made by Network  Commerce  to you on March 31, 2001 and June 30,
2001 which are more fully described in the Employment Agreement.

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     4. Except as expressly modified hereby, the Employment Agreement remains in
full force and effect.

     DATED as of the day and year first above written.

NETWORK COMMERCE:                               EMPLOYEE:

Network Commerce Inc.


By:/s/ Dwayne Walker                        By: /s/ Joe Edward Arciniega
Dwayne Walker                                   Joe Edward Arciniega
Chairman & CEO




















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