Exhibit 10.3

March 19, 2001


Randy Cerf
416 24th Avenue East
Seattle, WA  98112

         Re: Amended and Restated Offer of Employment


Dear Randy:

     This letter  amends and restates our offer to you to join Network  Commerce
Inc. as Executive Vice President and Chief Financial  Officer,  reporting to the
Chief Executive Officer.

     Effective March 8, 2001, your salary will be $20,834 per month and you will
be paid on a twice per month  basis,  on the 15th and the last day of the month.
Additionally,  the Company CEO and Board will evaluate your performance annually
for Executive Management bonuses. The Executive Management bonus potential is up
to 50% of your base salary and the performance  objectives will be set within 30
days of your start date. Until such time as we agree otherwise,  your bonus will
be included in your  regular pay checks and shall be paid  unconditionally.  You
will also  participate  in the  twice per year  performance  and  salary  review
process at Network Commerce.

     You will  receive  options  to  purchase  1,500,000  shares  of stock at an
exercise  price  per  share of  $0.10.  While you  remain  employed  by  Network
Commerce,  the options will vest Quarterly over 36 months or immediately  before
the consummation of a Change in Control (as defined below). For purposes of this
letter, "Quarterly" means on the last day of each fiscal quarter.

     "Change in Control" is defined  as: (a) the  merger,  consolidation,  share
exchange or similar  transaction  between Network Commerce and another person or
entity,  other than a merger in which both (i) Network Commerce is the surviving
corporation  and (ii) the  equity in  Network  Commerce  immediately  before the
consummation of the merger represents at least 51% of the aggregate voting power
of the surviving  corporation's  voting securities,  or (b) the sale or transfer
(in one transaction or a series of transactions) of all or substantially  all of
Network  Commerce's  assets to another  person or entity,  whether  assisted  or
unassisted, voluntary or involuntary.

     Severance  pay equal to six months base salary shall be due in the event of
constructive or actual discharge following a Change in Control.  After 12 months
of employment,  the severance in the event of constructive  or actual  discharge
following a Change in Control shall increase to 12 months base salary.

     You will  participate in the benefits we offer  generally to our employees,
which currently include medical, dental, vision, short and long-term disability,
life insurance benefit, and 401(k)

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plan with no match at this time.  Additionally,  your  parking  costs at Network
Commerce headquarters will be reimbursed.

     You will receive four weeks of personal  time  (combined  vacation and sick
leave) off per year,  earned at the rate of  approximately  1.67 days per month.
You can begin using your earned  personal time off after 3 months of employment,
with the prior approval of the Chief Executive  Officer.  You will be allowed to
take up to two weeks of vacation in any six-month period.

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

     It is a condition of this offer that,  upon starting  employment,  you will
sign an Employee  Intellectual  Property Agreement  (Confidentiality,  Invention
Assignment,   Nonraiding  and   Noncompetition),   which   contains   additional
requirements for the protection of Network Commerce's  business, a copy of which
we have already provided to you.

     We wish to emphasize the importance we place on the proper treatment of any
confidential  information with which you may have come into contact in the past.
We are  offering  you this job based on your skills and  abilities  and not your
possession of any trade secret,  confidential  or  proprietary  information.  We
require  that you not  obtain,  keep,  use for our benefit or disclose to us any
confidential,  proprietary or trade secret  information  that belongs to others,
unless the party who has the rights to the  information  expressly  consents  in
writing in advance.  Also,  by signing below you affirm that you are not a party
to any  agreements,  such as  noncompetition  agreements,  that would limit your
ability to perform your duties for Network Commerce.

     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.

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


                                       Sincerely,

                                       /s/ Dwayne Walker

                                       Dwayne Walker
                                       Chief Executive Officer

AGREED TO AND ACCEPTED:

/s/ Randy Cerf
Randy Cerf