Exhibit 10.1




August 6, 2001


Scott Dickson
C/O Network Commerce Inc.


Re:  Promotion to CFO

Dear Scott:

We are  pleased to promote you to Chief  Financial  Officer  effective  July 30,
2001.  This letter  amends and restates the terms of your  employment at Network
Commerce Inc. (NWKC).

Your salary will be increased to $14,583.33 per month.  You may also be eligible
for Executive  Management bonuses from time to time, as set by the CEO and Board
of Director's.

Furthermore,  you will receive an option grant for an additional 50,000 options.
The first 1/3 will vest at the end of the  quarter  and the  remaining  2/3 will
vest equally over the next two quarters.

All other benefits will remain the same.

The  employment  opportunity  that we offer is of  indefinite  duration and will
continue as long as both you and Network Commerce consider it of mutual benefit.
Either you or Network Commerce is free to terminate the employment  relationship
at any time,  with or without  cause.  Any  statements  to the  contrary are not
authorized  and  may  not be  relied  upon.  No one  except  Network  Commerce's
President  has  authority to bind us to an  agreement  that  conflicts  with our
policy of  employment  at will,  and any such  agreement  must be in writing and
signed by Network Commerce's President.

By signing below you  acknowledge  that you are not relying on any promises that
are not set out in this letter in deciding to accept our offer.

Please  indicate  your  acceptance  of these terms of  employment by signing and
returning to me a copy of this letter.


                                            Sincerely,



                                            Dwayne Walker


AGREED TO AND ACCEPTED:

- ---------------------------
Scott Dickson