Exhibit 10.28

                                 PROMISSORY NOTE



$556,140.16                                                  Seattle, Washington
                                                              September 19, 2000


     Dwayne M. Walker  ("Debtor") hereby promises to pay to the order of Network
Commerce Inc., a Washington corporation ("Lender"),  its successors and assigns,
in lawful  money of the United  States of  America,  the lesser of Five  Hundred
Fifty-six Thousand One Hundred Fourty DOLLARS and sixteen cents ($556,140.16) 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
September 19, 2001 (the "Maturity Date").

     The unpaid  principal amount of this Promissory Note shall bear interest at
a rate per annum equal to six and one third percent (6.33%) (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 Promissory 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, and such nonpayment is not cured within twenty (20) days after
Debtor  receives  written  notice of the same from  Lender,  then  Debtor  shall
immediately  forfeit all rights,  title and interest to all unvested  options to
purchase  common stock of Lender held by Debtor,  which options were  previously
granted to Debtor by Lender.

     Debtor  may at any time  prepay  in whole  or in part the  outstanding  any
principal of and accrued but unpaid interest on this Promissory Note.

     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.

     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.

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                                        DEBTOR



                                    /s/ Dwayne M. Walker































                       [Signature Page to Promissory Note]