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                                                                  EXHIBIT 10.24



                              PROMISSORY NOTE



$212,500.00                                                 Seattle, Washington
                                                            September 28, 1999


     Alan Koslow ("DEBTOR") hereby promises to pay to the order of
ShopNow.com Inc., a Washington corporation ("LENDER"), its successors and
assigns, in lawful money of the United States of America, the lesser of Two
Hundred Twelve Thousand Five Hundred DOLLARS ($212,500.00) or the principal
balance outstanding under this Promissory Note, together with accrued and
unpaid interest thereon, at the rate or rates set forth below, on the earlier
of (i) September 28, 2001 or (ii) the sale of the shares subject to the Stock
Pledge Agreement described in paragraph 4 below (the "MATURITY DATE").

     The unpaid principal amount of this Promissory Note shall bear interest
at a rate per annum equal to Six and one quarter percent (6.25%) (the AFR)
calculated on the basis of a 365 day year and the actual number of days
elapsed.  If any interest is determined to be in excess of the then legal
maximum rate, then that portion of each interest payment representing an
amount in excess of the then legal maximum rate shall be deemed a payment of
principal and applied against the principal of the obligations evidenced by
this Note.

     In the event that Debtor shall fail to pay when due (whether at
maturity, by reason of acceleration or otherwise) any principal of or
interest on this Promissory Note, then such overdue amounts shall bear
interest at a rate per annum equal to the otherwise applicable rate pursuant
to paragraph 2 above PLUS two percent (2%) per annum.

     This Promissory Note is secured pursuant to that certain Stock Pledge
Agreement, dated as of the date hereof, by and between Debtor and Lender.

     Debtor hereby waives presentment, demand, notice of dishonor, protest,
notice of protest and all other demands, protests and notices in connection
with the execution, delivery, performance, collection and enforcement of this
Promissory Note.  The Debtor shall pay all costs of collection when incurred,
including reasonable attorneys' fees, costs and expenses.

     This Promissory Note is being delivered in, is intended to be performed
in, shall be construed and interpreted in accordance with, and be governed by
the internal laws of, the State of Washington, without regard to principles
of conflict of laws.

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     This Promissory Note may only be amended, modified or terminated by an
agreement in writing signed by the party to be charged.  This Promissory Note
shall be binding upon the heirs, executors, administrators, successors and
assigns of the Debtor and inure to the benefit of the Lender and its
permitted successors, endorsees and assigns.  This Promissory Note shall not
be transferred without the express written consent of Lender, provided that
if Lender consents to any such transfer or if notwithstanding the foregoing
such a transfer occurs, then the provisions of this Promissory Note shall
inure to the benefit of and be binding upon any successor to Debtor and shall
be extended to any holder thereof.

                                        [DEBTOR]


                                        By: /s/ Alan Koslow
                                           ------------------------------------
                                        Name: Alan Koslow
                                             ----------------------------------
                                        Title: EVP
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