Exhibit 10.4

             FIRST AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER

     This  FIRST  AMENDMENT  TO  CREDIT   AGREEMENT  AND  LIMITED  WAIVER  (this
"Amendment")  is  entered  into as of January  23,  2001,  by and among  Network
Commerce Inc., a Washington corporation ("Borrower"), the financial institutions
named on the  signature  pages hereof  (each,  a "Lender" and  collectively  the
"Lenders"),  and  Imperial  Bank,  as  Agent  for the  Lenders  ("Agent"),  with
reference to the following facts:

     A.  Borrower,  Agent,  and  Lenders  are  parties  to that  certain  Credit
Agreement dated as of May 19, 2000, as amended (the "Credit Agreement");

     B. One or more Events of Default have occurred  under the Loan Documents by
virtue of the  Borrower's  failure to comply with  Section  6.2(a) of the Credit
Agreement as of December 31,  2000.  Such Events of Default  entitle the Lenders
immediately  to enforce all the  remedies set forth in the Loan  Documents.  The
Borrower  has asked the  Lenders  to waive  compliance  with that  section as of
certain dates, and the Lenders have agreed, all on the terms set forth herein.

     NOW,  THEREFORE,  in  consideration  of the  promises  and the  agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

     1. Defined Terms. Capitalized terms not otherwise defined herein shall have
the same meanings as set forth in the Loan Documents.

     2. Limited Waiver.  Subject to the terms and conditions  contained  herein,
and in reliance on the  representations and warranties of the Borrower set forth
herein,  Lenders hereby waive the  Borrower's  obligation to comply with Section
6.2(a) for the period ended December 31, 2000.  Without  limiting the generality
of the provisions of Section 9.1 of the Credit  Agreement,  the waiver set forth
herein shall be limited precisely as written and relates solely to the waiver of
compliance by the Borrower  with Section  6.2(a) in the manner and to the extent
described above, and nothing in this Amendment shall be deemed to (i) constitute
a waiver of any such provision of the Credit Agreement in any other instance, or
(ii)  constitute  a waiver of any other  Event of  Default  or other  failure by
Borrower to perform in accordance with the Loan Documents or this Amendment,  or
(iii) prejudice any right or remedy that the Agent or any Lender may now have or
may have in the future under or in connection  with the Credit  Agreement or the
Loan Documents.

     3.  Certificate of Deposit  Collateral.  Borrower grants to Agent,  for the
benefit of Agent and Lenders, as additional security for the purpose of securing
all indebtedness and obligations  owing by Borrower to Lenders,  a valid,  first
priority  security  interest in  Certificate  of Deposit No.  __________  in the
principal amount of not less than Nine Million Eight Hundred  Thirteen  Thousand
Nine Hundred  Sixty-Nine  Dollars  ($9,813,969),  together with all proceeds and
substitutions of any thereof,  all interest paid thereon, and all other cash and
noncash proceeds of the foregoing (the  "Certificates of Deposit").  The minimum
principal  amount of the  Certificates  of Deposit  pledged  hereunder  (the "CD
Principal")  during the term of the Credit Agreement shall be at all times equal
to or greater than the sum of all outstanding  Loans and any other  indebtedness
or  obligations  owing by  Borrower  to  Lenders  under  the Loan  Documents  or

                                       1
<PAGE>

otherwise. Prior to the maturity of any Collateral consisting of Certificates of
Deposit, Borrower and Agent shall agree upon a security or instrument similar in
form, quality and substance to the original  Collateral in which the proceeds of
the Collateral can be reinvested on maturity. Upon maturity of the Collateral in
accordance  with its terms,  or in the event the  Collateral  otherwise  becomes
payable during the term of the Credit Agreement, such maturing Collateral may be
presented  for payment,  exchange,  or otherwise  marketed by Agent on behalf of
Borrower and the proceeds  therefrom used to purchase the security or instrument
agreed to by Borrower and Agent in  accordance  with the  immediately  preceding
sentence.  If no agreement has been made,  such proceeds shall be placed into an
interest  bearing  account  offered by Agent in which Agent,  for the benefit of
Agent and Lenders,  has a first priority security interest until such time as an
agreement as to the security  replacing the original  Collateral can be reached.
Agent may retain any such  successor  collateral  and the proceeds  therefrom as
Collateral in accordance with the terms hereof.  Notwithstanding  termination of
the Loan Documents, Agent's lien on the Collateral shall remain in effect for so
long  as any  indebtedness  or  obligations  owed by  Borrower  to  Lenders  are
outstanding.

     4. Amendments to Credit  Agreement.  The Credit Agreement is hereby amended
as follows:

     (a) The  following  defined  terms  in  Section  1.1 are  amended  in their
entirety to read as follows:

     "Consolidated  Quick Assets:" At any date of determination,  the sum of (i)
unrestricted  cash and  unrestricted  cash  equivalents  of the Borrower and its
consolidated  Subsidiaries,   plus  (ii)  Eligible  Accounts,  determined  on  a
consolidated basis in accordance with GAAP.

     "Consolidated Current Liabilities:" At any date of determination,  the sum,
determined  on a  consolidated  basis,  of all  liabilities  of Borrower and its
consolidated   Subsidiaries   which  may  properly  be   classified  as  current
liabilities in accordance  with GAAP,  plus, to the extent not already  included
therein, all Loans and any other indebtedness or obligations owed by Borrower to
Lenders  pursuant  to  this  Agreement  or  otherwise,  but  excluding  deferred
maintenance contract revenue, and excluding Subordinated Debt.

     "Term  Commitment:"  As to Imperial  Bank, the amount of Nine Million Eight
Hundred Thirteen Thousand Nine Hundred Sixty-Nine Dollars ($9,813,969). The term
"Term  Commitments"  shall mean the  aggregate  Term  Commitments  of all of the
Lenders, as such amount may be reduced pursuant to the terms of this Agreement.

     (b) Section 6.2(a) is amended to read as follows:

     (a) Adjusted Quick Ratio.  Permit the ratio of Consolidated Quick Assets to
Consolidated Current Liabilities at any time to be less than 1.25 to 1.0.

     (c) Exhibit C is replaced with Exhibit C hereto.


                                       2
<PAGE>

     5. Conditions to Effectiveness.

     This  Amendment  shall  become  effective  as  of  January  23,  2001  (the
"Effective Date"), only upon:

     (a) receipt by the Agent of the  following  (each of which shall be in form
and substance satisfactory to the Agent and its counsel):

     (i) counterparts of this Amendment duly executed on behalf of the Borrower,
the Agent and the Lenders;

     (ii) copies of resolutions  of the Board of Directors or other  authorizing
documents  of the  Borrower,  authorizing  the  execution  and  delivery of this
Amendment;

     (b)  Borrower  shall  have  deposited  with the Agent the  Certificates  of
Deposit; and

     (c)  completion  of  such  other  matters,   and  delivery  of  such  other
agreements, documents and certificates as the Agent may reasonably request.

     6. No Borrowings.  From and after the effective date of this Amendment, the
Borrower shall not request or receive any additional Loans.

     7. Representations and Warranties.  In order to induce the Lenders to enter
into this  Amendment,  the Borrower  represents and warrants to the Lenders that
the following statements are true, correct and complete as of the effective date
of this Amendment:

     (a) Corporate Power and Authority. The Borrower has all requisite corporate
power  and  authority  to  enter  into  this  Amendment  and to  carry  out  the
transactions  contemplated  by, and perform its  obligations  under,  the Credit
Agreement as amended by this Amendment (the "Amended  Agreement").  The Articles
of  Incorporation  and Bylaws of the Borrower  have not been  amended  since the
copies previously delivered to the Lenders.

     (b)  Authorization  of  Agreements.  The  execution  and  delivery  of this
Amendment and the performance by the Borrower of the Amended Agreement have been
duly authorized by all necessary corporate action on the part of the Borrower.

     (c) No  Conflict.  The  execution  and  delivery  by the  Borrower  of this
Amendment do not and will not contravene (i) any law or any governmental rule or
regulation  applicable to the Borrower,  (ii) the Articles of  Incorporation  or
Bylaws of the  Borrower,  (iii) any  order,  judgment  or decree of any court or
other  agency  of  government  binding  on the  Borrower,  or (iv) any  material
agreement or instrument binding on the Borrower.

     (d)  Governmental  Consents.  The execution and delivery by the Borrower of
this Amendment and the  performance by the Borrower of the Amended  Agreement do
not and will not  require any  registration  with,  consent or  approval  of, or
notice  to,  or  other  action  to,  with or by,  any  federal,  state  or other
governmental authority or regulatory body.


                                       3
<PAGE>


     (e) Binding Obligation.  This Amendment and the Amended Agreement have been
duly executed and delivered by the Borrower and are the binding  obligations  of
the  Borrower,  enforceable  against  the  Borrower  in  accordance  with  their
respective terms,  except in each case as such  enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar
laws and equitable principles relating to or affecting creditors' rights.

     (f) Incorporation of Representations  and Warranties From Credit Agreement.
The  representations  and  warranties  contained  in  Section  5.1 of the Credit
Agreement  are  correct on and as of the  effective  date of this  Amendment  as
though made on and as of such date.

     (g) Absence of Default.  No event has  occurred and is  continuing  or will
result from the consummation of the transactions  contemplated by this Amendment
that would constitute an Event of Default or a Potential Event of Default.

     8. Miscellaneous.

     (a)  Reference  to and  Effect on the Credit  Agreement  and the Other Loan
Documents.

     (i) On and after the Effective Date, each reference in the Credit Agreement
to "this  Agreement,"  "hereunder,"  "hereof,"  "herein" or words of like import
referring  to the  Credit  Agreement,  and  each  reference  in the  other  Loan
Documents to the "Credit  Agreement,"  "thereunder,"  "thereof" or words of like
import referring to the Credit  Agreement,  shall mean and be a reference to the
Amended Agreement.

     (ii) Except as specifically amended by this Amendment, the Credit Agreement
and the other  Loan  Documents  shall  remain in full  force and  effect and are
hereby ratified and confirmed.

     (iii) The execution,  delivery and performance of this Amendment shall not,
except as expressly provided herein, constitute a waiver of any provision of, or
operate as a waiver of any right,  power or remedy of the Agent or Lenders under
the Credit Agreement or any of the other Loan Documents.

     (b) Fees and  Expenses.  All costs and  expenses of the Agent and  Lenders,
including, but not limited to, reasonable attorneys' fees, incurred by the Agent
and Lenders in the  preparation  and  negotiation of this  Amendment  constitute
costs and expenses in connection  with the amendment  and  restructuring  of the
Loan  Documents,  and as such are  payable by the  Borrower in  accordance  with
Section 9.5 of the Credit Agreement.

     (c)  Headings.  Section  and  subsection  headings  in this  Amendment  are
included  herein for  convenience  of reference  only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

     (d)  Applicable  Law.  THIS  AMENDMENT  SHALL BE GOVERNED  BY, AND SHALL BE
CONSTRUED  AND ENFORCED IN  ACCORDANCE  WITH,  THE
                                       4
<PAGE>

INTERNAL LAWS OF THE STATE OF  CALIFORNIA,  WITHOUT  REGARD TO CONFLICTS OF LAWS
PRINCIPLES.

     (e)  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed and delivered  shall be deemed an original,  but all such
counterparts  together  shall  constitute  but  one  and  the  same  instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single  counterpart so that all signature pages are physically  attached to
the same document.

                      [REMAINDER INTENTIONALLY LEFT BLANK]



















                                       5
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed by their respective officers thereunto duly authorized,  as of the date
first above written.

                                    BORROWER:

                                    NETWORK COMMERCE INC.

                                    by:

                                    Title:

                                    AGENT:

                                    Imperial Bank


                                    By:

                                    Title:

                                    LENDERS:

                                    IMPERIAL BANK


                                    by:

                                    Title:






<PAGE>


                                    EXHIBIT C
                        [FORM OF COMPLIANCE CERTIFICATE]
                             COMPLIANCE CERTIFICATE

     1. This Compliance Certificate  ("Compliance  Certificate") is executed and
delivered by Network Commerce Inc., a Washington corporation (the "Borrower") to
Imperial  Bank (the  "Agent")  pursuant to Section  6.1(a)(iv)(B)  of the Credit
Agreement  dated  as  of  May  19,  2000  among  the  Borrower,   the  financial
institutions  named therein and the Agent. Any terms used herein and not defined
herein shall have the meanings defined in the Credit Agreement.  This Compliance
Certificate covers the Borrower's:

                  Calendar month ended _________, ____
                  Fiscal quarter ended _________, ____
                  Fiscal year ended ________, ____


     2. The following  paragraphs  set forth  calculations  in  compliance  with
obligations  pursuant  to  Section  6.2(a),  (b),  (c),  and  (d) of the  Credit
Agreement, as of the end of the fiscal period set forth in paragraph 1 hereof.

  A.       Adjusted Quick Ratio (Sec. 6.2(a)):

           (a)      Consolidated Quick Assets                 $ ___________

           (b)      Consolidated Current Liabilities          $ ___________

           Ratio (a) : (b)                                    ____________

           Minimum Permitted Ratio                            1.25 to 1.0

  B.       Consolidated Tangible Net Worth (Sec. 6.2(b)):

           Minimum required Consolidated Tangible Net Worth:
           $50,000,000

           Actual Consolidated Tangible Net Worth:            $ ___________

                                       6
<PAGE>


     3. The undersigned  has reviewed the terms of the Credit  Agreement and has
made,  or caused to be made under  his/her  supervision,  a review in reasonable
detail of the  transactions  and condition of the Borrower and its  Subsidiaries
during the fiscal period covered by this Compliance Certificate. The undersigned
does not (either as a result of such review or otherwise)  have any knowledge of
the existence as of the date of this Compliance  Certificate of any condition or
event that constitutes an Event of Default or a Potential Event of Default, with
the  exception  set forth below in  response to which the  Borrower is taking or
proposes to take the following actions (if none, so state):

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

     4. The undersigned hereby certifies that the representations and warranties
contained in the Agreement and the other Loan  Documents are true and correct in
all  material  respects on and as of the date hereof  (except to the extent they
relate specifically to any earlier date, in which case such  representations and
warranties shall continue to have been correct as of such date).

     5. This Compliance Certificate is executed on _______________,  ____ by the
Chief Executive Officer, Chief Financial Officer, or Controller of the Borrower.
The undersigned  hereby certifies that each and every matter contained herein is
derived from the  Borrower's  books and records and is, to the best knowledge of
the undersigned, true and correct.

                              NETWORK COMMERCE INC.,
                              a Washington corporation


                              By:

                              Title:







<PAGE>


                             AFFIRMATION OF GUARANTY

     The undersigned Guarantors hereby acknowledge and agree to the terms of the
foregoing  First   Amendment  to  Credit   Agreement  and  Limited  Waiver  (the
"Amendment"),  and further  acknowledge and agree that nothing  contained in the
Amendment  in any way affects the validity  and  enforceability  of that certain
Subsidiary  Guaranty (the "Guaranty") dated as of May 19, 2000, executed by each
of  the   undersigned   Guarantors  in  favor  of  Lenders,   the  validity  and
effectiveness of which Guaranty is hereby reaffirmed as of the Effective Date of
the Amendment.

                     CORTIX INC.


                     by:
                              Name:
                              Title:

                     FREEMERCHANT.COM, INC.


                     by:
                              Name:
                              Title:

                     SHAMU ACQUISITION, INC.


                     by:
                              Name:
                              Title:

                     SHOPNOW EBUSINESS SOLUTIONS, INC.


                     by:
                              Name:
                              Title:

                     SPEEDYCLICK, CORP.


                     by:
                              Name:
                              Title:


                     WEBCENTRIC, INC.


                     by:
                              Name:
                              Title: