ADDENDUM TO EMPLOYMENT AGREEMENT


     This  Addendum to  Employment  Agreement is entered into as of February 28,
2001 by and between Network Commerce Inc. ("Network Commerce") and Dr. Ganapathy
Krishnan, CTO ("Employee")

     Network  Commerce and  Employee  entered  into an  employment  agreement by
letter dated September 8, 2000 (the  "Employment  Agreement").  Network Commerce
and  Employee  desire to amend the  Employment  Agreement  to secure  Employee's
commitment to continue hus full-time  employment with Network  Commerce  through
June 30, 2001.

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

     1. Company will pay Employee $ 50,000.00 on April 2, 2001.

     2. Company will pay Employee $ 50,000.00 on Monday, May 2, 2001.

     3.  Company  will pay  Employee's  accrued paid time off ("PTO") on July 2,
2001.

     4. Company will extend the exercise date on all options granted to Employee
to June 30, 2002.

     5. In lieu of additional  grants of options to acquire Company's stock with
a vesting  period of fifteen  months,  Company will vest  Employee's  options to
acquire  80,000  shares of Company's  common stock,  at an exercise  price $.28,
through June 30, 2001,

     6. Company will announce Employee's resignation on or about June 1, 2001.

     7. Employee agrees that he shall not schedule or take a sabbatical  through
June 30, 2001.  Furthermore,  Employee agrees that he shall not schedule or take
more than three (3) consecutive  days of vacation,  or a total of ten (10) days,
through June 30, 2001 except in the event of a family or medical  emergency.  In
this event,  Employee agrees to extend his employment  with Network  Commerce to
compensate for the vacation days taken.



     8. Employee agrees to promptly refund any compensation advanced pursuant to
the  terms of this  addendum  if  Employee  does not  fulfill  the  terms of the
Addendum or if Employee's  employment with Network  Commerce is terminated prior
to June 30, 2001 for any reason other than by Network Commerce without Cause (as
defined in the Employment Agreement).

     9. This  Addendum is binding on the parties and their  respective  personal
representatives, successors, transferees and assigns.

     10. 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/ Dr. Ganapathy Krishnan
Dwayne Walker                                Dr. Ganapathy Krishnan
Chairman & CEO